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, 2018


Item 1.

Reports to Stockholders





Strategic Advisers® Value Fund

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



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of 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


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Value Fund 13.38% 11.20% 13.13% 

 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

$31,976Strategic Advisers® Value Fund

$31,388Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund gained 13.38%, handily outpacing the 8.25% return of the benchmark Russell 1000® Value Index. The Fund’s positioning enabled it to benefit from market-leading sectors that tend to be highly sensitive to economic growth, such as information technology and financials. Strong stock selection by several underlying managers also fueled relative performance. Sub-advisers LSV Asset Management and Brandywine Global Investment Management were the top relative contributors, as both managers received a sizable boost from underweighting the more defensive "bond proxy" sectors. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in industrials, strong selection in health care and an underweighting in consumer staples. Sub-adviser Brandywine's strategy emphasizing traditional value metrics, as well as company quality, resulted in solid picks in industrials and technology, along with an underweighting in consumer staples. Sub-adviser Boston Partners also contributed, partly because it had the largest underweighting in the bond proxies of any of our underlying managers. On the downside, Invesco Diversified Dividend Fund was the only notable detractor this period, as its defensive, income-oriented strategy was out of step with market leadership.

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, 2018

(excluding cash equivalents) % of fund's net assets 
Invesco Diversified Dividend Fund - Class A 4.7 
JPMorgan Chase & Co. 3.1 
Fidelity Low-Priced Stock Fund 2.5 
Pfizer, Inc. 2.2 
Johnson & Johnson 2.2 
Intel Corp. 2.1 
Fidelity Energy Portfolio 1.9 
Cisco Systems, Inc. 1.9 
Citigroup, Inc. 1.9 
Apple, Inc. 1.8 
 24.3 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Financials 25.5 
Information Technology 13.4 
Health Care 13.2 
Energy 9.2 
Consumer Discretionary 8.6 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 88.4% 
   Large Blend Funds 1.4% 
   Large Value Funds 4.8% 
   Mid-Cap Value Funds 2.5% 
   Sector Funds 1.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.0% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 88.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 8.6%   
Auto Components - 0.9%   
Aptiv PLC 115,900 $11,300,250 
BorgWarner, Inc. 531,081 25,906,131 
Cooper Tire & Rubber Co. 265,127 6,813,764 
Gentex Corp. 126,300 3,034,989 
Lear Corp. 187,200 37,065,600 
The Goodyear Tire & Rubber Co. 685,300 16,741,879 
  100,862,613 
Automobiles - 1.3%   
Fiat Chrysler Automobiles NV 269,707 6,265,294 
Ford Motor Co. 3,833,800 44,280,390 
General Motors Co. 1,655,500 70,689,850 
Harley-Davidson, Inc. 401,872 16,508,902 
Thor Industries, Inc. 22,900 2,120,540 
  139,864,976 
Distributors - 0.1%   
Genuine Parts Co. 87,216 7,918,341 
LKQ Corp. (a) 109,600 3,481,992 
  11,400,333 
Hotels, Restaurants & Leisure - 0.8%   
Brinker International, Inc. (b) 402,190 17,587,769 
Carnival Corp. 245,900 15,314,652 
Darden Restaurants, Inc. 42,900 3,749,889 
Hilton Worldwide Holdings, Inc. 66,983 5,406,198 
Hyatt Hotels Corp. Class A 16,700 1,364,891 
Norwegian Cruise Line Holdings Ltd. (a) 98,600 5,160,724 
Royal Caribbean Cruises Ltd. 98,400 10,330,032 
Wyndham Worldwide Corp. 318,309 34,517,428 
  93,431,583 
Household Durables - 0.7%   
D.R. Horton, Inc. 27,300 1,152,333 
Garmin Ltd. 82,300 4,945,407 
Lennar Corp.:   
Class A 310,000 16,039,400 
Class B 6,200 256,556 
Mohawk Industries, Inc. (a) 34,200 6,978,168 
NVR, Inc. (a) 1,700 5,083,918 
PulteGroup, Inc. 136,600 4,132,150 
Sony Corp. sponsored ADR 333,000 15,680,970 
Toll Brothers, Inc. 70,800 2,795,892 
Whirlpool Corp. 137,700 19,932,075 
  76,996,869 
Internet & Direct Marketing Retail - 0.1%   
Expedia, Inc. 29,823 3,609,478 
The Booking Holdings, Inc. (a) 2,292 4,833,645 
  8,443,123 
Leisure Products - 0.0%   
Brunswick Corp. 40,300 2,563,080 
Media - 1.7%   
CBS Corp. Class B 73,641 3,709,297 
Charter Communications, Inc. Class A (a) 26,327 6,872,400 
Clear Channel Outdoor Holding, Inc. Class A 83,418 362,868 
Comcast Corp. Class A 313,525 9,775,710 
DISH Network Corp. Class A (a) 264,497 7,815,886 
Entercom Communications Corp. Class A (b) 362,467 2,482,899 
Gannett Co., Inc. 247,600 2,617,132 
Interpublic Group of Companies, Inc. 177,000 4,000,200 
News Corp. Class A 176,300 2,649,789 
Nexstar Broadcasting Group, Inc. Class A 72,513 4,807,612 
Omnicom Group, Inc. 80,500 5,802,440 
Tegna, Inc. 402,400 4,172,888 
The Madison Square Garden Co. (a) 8,300 2,174,932 
The Walt Disney Co. 677,100 67,351,137 
Time Warner, Inc. 569,505 53,624,591 
Viacom, Inc. Class B (non-vtg.) 300,200 8,135,420 
  186,355,201 
Multiline Retail - 1.2%   
Big Lots, Inc. 160,800 6,578,328 
Dillard's, Inc. Class A (b) 109,300 8,900,299 
Dollar General Corp. 113,200 9,902,736 
Kohl's Corp. 564,436 37,676,103 
Macy's, Inc. 453,900 15,845,649 
Nordstrom, Inc. 184,470 9,044,564 
Target Corp. 678,300 49,441,287 
  137,388,966 
Specialty Retail - 1.7%   
American Eagle Outfitters, Inc. 775,200 17,209,440 
AutoZone, Inc. (a) 24,597 15,971,324 
Best Buy Co., Inc. 566,727 38,679,118 
CarMax, Inc. (a) 83,300 5,741,036 
Dick's Sporting Goods, Inc. 293,368 10,737,269 
Foot Locker, Inc. 42,100 2,272,137 
Gap, Inc. 179,000 5,008,420 
Home Depot, Inc. 183,090 34,155,440 
Lowe's Companies, Inc. 393,049 37,343,585 
Murphy U.S.A., Inc. (a) 57,587 3,844,508 
Office Depot, Inc. 217,300 512,828 
Penske Automotive Group, Inc. 203,300 9,788,895 
Tiffany & Co., Inc. 33,765 4,415,787 
TJX Companies, Inc. 43,293 3,910,224 
Tractor Supply Co. 23,788 1,767,686 
  191,357,697 
Textiles, Apparel & Luxury Goods - 0.1%   
Carter's, Inc. 19,600 2,136,596 
Columbia Sportswear Co. 45,696 3,980,579 
Michael Kors Holdings Ltd. (a) 47,200 2,708,808 
PVH Corp. 35,400 5,664,000 
  14,489,983 
TOTAL CONSUMER DISCRETIONARY  963,154,424 
CONSUMER STAPLES - 3.9%   
Beverages - 0.3%   
Coca-Cola European Partners PLC 131,807 5,004,712 
Dr. Pepper Snapple Group, Inc. 63,988 7,633,768 
Molson Coors Brewing Co. Class B 85,554 5,274,404 
The Coca-Cola Co. 420,200 18,068,600 
  35,981,484 
Food & Staples Retailing - 1.7%   
Kroger Co. 1,996,322 48,570,514 
Walgreens Boots Alliance, Inc. 934,333 58,293,036 
Walmart, Inc. 929,600 76,729,184 
  183,592,734 
Food Products - 1.6%   
Archer Daniels Midland Co. 1,071,000 46,824,120 
Bunge Ltd. 10,200 709,410 
Campbell Soup Co. (b) 300,300 10,102,092 
ConAgra Foods, Inc. 139,400 5,166,164 
Dean Foods Co. 606,600 5,805,162 
Fresh Del Monte Produce, Inc. 235,200 10,562,832 
Ingredion, Inc. 204,100 22,734,699 
Mondelez International, Inc. 429,500 16,866,465 
Pilgrim's Pride Corp. (a) 831,126 16,198,646 
Post Holdings, Inc. (a) 71,102 5,465,611 
The J.M. Smucker Co. 205,300 22,069,750 
Tyson Foods, Inc. Class A 310,200 20,929,194 
  183,434,145 
Household Products - 0.1%   
Clorox Co. 17,946 2,168,415 
Energizer Holdings, Inc. 63,465 3,854,864 
Procter & Gamble Co. 72,979 5,339,873 
  11,363,152 
Personal Products - 0.2%   
Coty, Inc. Class A 250,762 3,322,597 
Unilever NV (NY Reg.) 305,000 17,009,850 
  20,332,447 
TOTAL CONSUMER STAPLES  434,703,962 
ENERGY - 7.3%   
Energy Equipment & Services - 0.4%   
Halliburton Co. 330,700 16,449,018 
Helmerich & Payne, Inc. 50,100 3,325,638 
National Oilwell Varco, Inc. 175,000 7,248,500 
Parker Drilling Co. (a) 568,125 249,975 
U.S. Silica Holdings, Inc. 377,800 11,685,354 
  38,958,485 
Oil, Gas & Consumable Fuels - 6.9%   
Andeavor 115,385 16,665,056 
Antero Resources Corp. (a) 112,300 2,146,053 
Apache Corp. 27,600 1,104,000 
Chevron Corp. 1,620,336 201,407,765 
ConocoPhillips Co. 887,067 59,779,445 
Devon Energy Corp. 182,600 7,590,682 
Diamondback Energy, Inc. 33,356 4,028,071 
Energen Corp. (a) 111,030 7,532,275 
EQT Corp. 250,114 12,890,876 
Exxon Mobil Corp. 1,365,512 110,934,195 
Hess Corp. 145,100 8,766,942 
HollyFrontier Corp. 74,600 5,757,628 
Kinder Morgan, Inc. 421,338 7,027,918 
Marathon Oil Corp. 707,481 15,161,318 
Marathon Petroleum Corp. 876,274 69,251,934 
Murphy Oil Corp. 64,500 1,983,375 
Newfield Exploration Co. (a) 463,800 13,561,512 
Occidental Petroleum Corp. 91,353 7,691,923 
PBF Energy, Inc. Class A 524,672 24,754,025 
Phillips 66 Co. 472,933 55,091,965 
Pioneer Natural Resources Co. 73,600 14,212,160 
Royal Dutch Shell PLC Class A sponsored ADR 264,583 18,409,685 
The Williams Companies, Inc. 116,180 3,120,595 
Valero Energy Corp. 905,800 109,782,960 
  778,652,358 
TOTAL ENERGY  817,610,843 
FINANCIALS - 25.5%   
Banks - 12.9%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR (b) 2,145,000 14,757,600 
Bank of America Corp. 5,827,297 169,224,705 
BB&T Corp. 718,600 37,726,500 
BOK Financial Corp. 142,600 14,395,470 
CIT Group, Inc. 311,400 15,548,202 
Citigroup, Inc. 3,145,592 209,779,530 
Citizens Financial Group, Inc. 378,615 15,466,423 
Comerica, Inc. 67,900 6,402,291 
Commerce Bancshares, Inc. 41,811 2,700,154 
Cullen/Frost Bankers, Inc. 128,800 14,712,824 
East West Bancorp, Inc. 308,200 21,413,736 
Fifth Third Bancorp 1,307,984 39,998,151 
First Republic Bank 39,677 3,951,829 
Huntington Bancshares, Inc. 493,600 7,339,832 
JPMorgan Chase & Co. 3,222,173 344,804,733 
KeyCorp 1,542,159 29,979,571 
Lloyds Banking Group PLC sponsored ADR 1,317,944 4,428,292 
M&T Bank Corp. 129,941 22,360,247 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 1,639,000 9,850,390 
PNC Financial Services Group, Inc. 552,321 79,208,355 
Prosperity Bancshares, Inc. 32,000 2,317,760 
Regions Financial Corp. 3,938,748 71,842,764 
SunTrust Banks, Inc. 981,039 66,229,943 
Synovus Financial Corp. 52,900 2,862,419 
U.S. Bancorp 897,991 44,890,570 
Umpqua Holdings Corp. 78,100 1,838,474 
Webster Financial Corp. 42,400 2,717,840 
Wells Fargo & Co. 3,414,347 184,340,595 
Western Alliance Bancorp. (a) 39,400 2,374,244 
Zions Bancorporation 90,900 4,982,229 
  1,448,445,673 
Capital Markets - 3.3%   
Affiliated Managers Group, Inc. 19,200 3,057,792 
Ameriprise Financial, Inc. 502,900 69,717,027 
Bank of New York Mellon Corp. 466,600 25,546,350 
Brighthouse Financial, Inc. 57,590 2,713,065 
Charles Schwab Corp. 106,756 5,937,769 
E*TRADE Financial Corp. (a) 118,900 7,532,315 
Goldman Sachs Group, Inc. 371,256 83,859,305 
Invesco Ltd. 103,295 2,822,019 
Lazard Ltd. Class A 59,700 3,070,968 
Morgan Stanley 1,514,222 75,923,091 
Northern Trust Corp. 137,665 14,113,416 
Raymond James Financial, Inc. 55,900 5,397,704 
State Street Corp. 369,600 35,522,256 
T. Rowe Price Group, Inc. 200,344 24,325,768 
TD Ameritrade Holding Corp. 78,522 4,648,502 
The NASDAQ OMX Group, Inc. 59,600 5,474,856 
  369,662,203 
Consumer Finance - 2.3%   
Ally Financial, Inc. 367,076 9,415,499 
American Express Co. 533,547 52,447,670 
Capital One Financial Corp. 1,027,638 96,597,972 
Credit Acceptance Corp. (a)(b) 6,800 2,400,468 
Discover Financial Services 829,892 61,295,823 
Navient Corp. 530,400 7,324,824 
Nelnet, Inc. Class A 227,900 14,002,176 
Santander Consumer U.S.A. Holdings, Inc. 165,700 2,967,687 
Synchrony Financial 350,570 12,140,239 
  258,592,358 
Diversified Financial Services - 0.4%   
Berkshire Hathaway, Inc. Class B (a) 171,638 32,873,826 
Donnelley Financial Solutions, Inc. (a) 80,075 1,229,952 
Jefferies Financial Group, Inc. 164,000 3,588,320 
Voya Financial, Inc. 80,600 4,186,364 
  41,878,462 
Insurance - 6.3%   
AFLAC, Inc. 1,208,200 54,441,492 
Alleghany Corp. 11,278 6,434,776 
Allstate Corp. 727,394 67,996,791 
American Financial Group, Inc. 199,400 21,910,072 
American International Group, Inc. 868,183 45,831,381 
Aon PLC 17,700 2,475,699 
Assurant, Inc. 173,400 16,186,890 
Athene Holding Ltd. (a) 65,600 2,930,352 
Axis Capital Holdings Ltd. 262,500 14,923,125 
Chubb Ltd. 429,387 56,116,587 
Cincinnati Financial Corp. 75,500 5,237,435 
CNO Financial Group, Inc. 52,566 1,052,371 
Everest Re Group Ltd. 170,985 38,521,211 
Fairfax Financial Holdings Ltd. 6,403 3,584,784 
FNF Group 107,600 3,976,896 
Genworth Financial, Inc. Class A (a) 504,800 1,736,512 
Hartford Financial Services Group, Inc. 863,130 45,167,593 
Lincoln National Corp. 632,400 41,921,796 
Loews Corp. 383,499 18,741,596 
Markel Corp. (a) 6,460 7,087,137 
Marsh & McLennan Companies, Inc. 30,447 2,447,025 
MetLife, Inc. 1,118,000 51,416,820 
Principal Financial Group, Inc. 124,900 6,969,420 
Prudential Financial, Inc. 541,301 52,419,589 
Reinsurance Group of America, Inc. 30,300 4,528,032 
RenaissanceRe Holdings Ltd. 14,200 1,743,334 
The Travelers Companies, Inc. 616,930 79,287,844 
Torchmark Corp. 128,900 10,934,587 
Unum Group 631,440 24,506,186 
W.R. Berkley Corp. 56,000 4,282,320 
Willis Group Holdings PLC 30,170 4,560,196 
XL Group Ltd. 76,476 4,250,536 
  703,620,385 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 2,759,800 28,784,714 
Thrifts & Mortgage Finance - 0.1%   
New York Community Bancorp, Inc. 224,900 2,606,591 
Radian Group, Inc. 780,900 12,416,310 
  15,022,901 
TOTAL FINANCIALS  2,866,006,696 
HEALTH CARE - 13.2%   
Biotechnology - 3.1%   
AbbVie, Inc. 1,147,300 113,513,862 
Amgen, Inc. 741,200 133,134,344 
Biogen, Inc. (a) 97,400 28,631,704 
Gilead Sciences, Inc. 1,103,899 74,402,793 
  349,682,703 
Health Care Equipment & Supplies - 0.4%   
Danaher Corp. 217,000 21,543,760 
Medtronic PLC 256,708 22,159,035 
  43,702,795 
Health Care Providers & Services - 3.6%   
Acadia Healthcare Co., Inc. (a) 325,832 13,095,188 
Aetna, Inc. 332,154 58,502,284 
AmerisourceBergen Corp. 69,400 5,700,516 
Anthem, Inc. 336,274 74,457,789 
Cardinal Health, Inc. 230,400 12,001,536 
Cigna Corp. 162,636 27,545,659 
CVS Health Corp. 233,950 14,830,091 
DaVita HealthCare Partners, Inc. (a) 84,000 5,614,560 
Express Scripts Holding Co. (a) 695,400 52,718,274 
HCA Holdings, Inc. 555,461 57,290,248 
Laboratory Corp. of America Holdings (a) 95,131 17,179,707 
LifePoint Hospitals, Inc. (a) 179,600 9,491,860 
McKesson Corp. 288,176 40,903,701 
Quest Diagnostics, Inc. 57,600 6,136,128 
UnitedHealth Group, Inc. 47,078 11,369,808 
  406,837,349 
Pharmaceuticals - 6.1%   
Allergan PLC 40,773 6,148,568 
Bristol-Myers Squibb Co. 578,800 30,456,456 
Johnson & Johnson 2,073,722 248,058,626 
Mallinckrodt PLC (a) 89,508 1,508,210 
Merck & Co., Inc. 1,959,538 116,651,297 
Mylan NV (a) 246,900 9,495,774 
Novartis AG sponsored ADR 257,032 19,154,025 
Perrigo Co. PLC 64,800 4,740,768 
Pfizer, Inc. 7,042,371 253,032,390 
  689,246,114 
TOTAL HEALTH CARE  1,489,468,961 
INDUSTRIALS - 6.5%   
Aerospace & Defense - 1.5%   
General Dynamics Corp. 120,252 24,256,031 
Huntington Ingalls Industries, Inc. 3,200 707,424 
Moog, Inc. Class A 119,703 9,759,386 
Raytheon Co. 20,682 4,332,879 
Spirit AeroSystems Holdings, Inc. Class A 401,200 33,985,652 
The Boeing Co. 76,300 26,869,808 
Triumph Group, Inc. 270,000 5,724,000 
United Technologies Corp. 522,207 65,181,878 
Vectrus, Inc. (a) 37,733 1,210,097 
  172,027,155 
Air Freight & Logistics - 0.8%   
FedEx Corp. 195,200 48,628,224 
United Parcel Service, Inc. Class B 316,900 36,798,428 
  85,426,652 
Airlines - 1.2%   
American Airlines Group, Inc. 217,800 9,483,012 
Delta Air Lines, Inc. 1,162,546 62,835,611 
JetBlue Airways Corp. (a) 132,200 2,497,258 
Southwest Airlines Co. 477,242 24,377,521 
United Continental Holdings, Inc. (a) 474,000 32,985,660 
  132,179,062 
Building Products - 0.2%   
Johnson Controls International PLC 438,000 14,699,280 
Masco Corp. 110,000 4,099,700 
Owens Corning 51,500 3,255,830 
  22,054,810 
Commercial Services & Supplies - 0.1%   
Deluxe Corp. 166,100 11,052,294 
LSC Communications, Inc. 80,075 1,013,750 
R.R. Donnelley & Sons Co. 213,533 1,332,446 
  13,398,490 
Construction & Engineering - 0.0%   
Tutor Perini Corp. (a) 32,058 634,748 
Electrical Equipment - 0.2%   
ABB Ltd. sponsored ADR (b) 160,433 3,648,246 
Eaton Corp. PLC 295,546 22,632,913 
Hubbell, Inc. Class B 20,700 2,229,183 
  28,510,342 
Industrial Conglomerates - 0.6%   
Carlisle Companies, Inc. 73,138 7,854,290 
Honeywell International, Inc. 381,578 56,439,202 
  64,293,492 
Machinery - 1.4%   
AGCO Corp. 209,800 13,343,280 
Allison Transmission Holdings, Inc. 64,500 2,664,495 
Apergy Corp. (a) 78,131 3,374,478 
Cummins, Inc. 320,554 45,643,684 
Dover Corp. 129,534 10,001,320 
Illinois Tool Works, Inc. 24,676 3,545,941 
Ingersoll-Rand PLC 115,100 10,075,854 
Middleby Corp. (a)(b) 23,633 2,354,319 
Oshkosh Corp. 262,400 19,089,600 
PACCAR, Inc. 162,100 10,087,483 
Parker Hannifin Corp. 47,100 8,049,390 
Pentair PLC 66,300 2,893,332 
Snap-On, Inc. 26,100 3,858,102 
Timken Co. 169,200 8,003,160 
Trinity Industries, Inc. 567,400 19,569,626 
  162,554,064 
Professional Services - 0.0%   
Manpower, Inc. 30,500 2,745,000 
Road & Rail - 0.3%   
AMERCO 9,000 2,906,460 
Kansas City Southern 38,500 4,125,275 
Norfolk Southern Corp. 80,900 12,268,485 
Ryder System, Inc. 184,000 12,342,720 
  31,642,940 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 570,900 12,194,424 
United Rentals, Inc. (a) 36,300 5,792,391 
  17,986,815 
TOTAL INDUSTRIALS  733,453,570 
INFORMATION TECHNOLOGY - 13.4%   
Communications Equipment - 2.2%   
Arris International PLC (a) 77,300 1,954,144 
Cisco Systems, Inc. 5,046,962 215,555,747 
CommScope Holding Co., Inc. (a) 131,388 3,852,296 
Juniper Networks, Inc. 747,420 19,911,269 
Motorola Solutions, Inc. 70,600 7,578,204 
  248,851,660 
Electronic Equipment & Components - 1.2%   
Arrow Electronics, Inc. (a) 267,418 19,821,022 
Avnet, Inc. 61,560 2,346,667 
CDW Corp. 68,600 5,491,430 
Corning, Inc. 1,346,100 36,573,537 
Dell Technologies, Inc. (a) 191,031 15,408,560 
Flextronics International Ltd. (a) 589,116 8,182,821 
TE Connectivity Ltd. 165,089 15,366,484 
Tech Data Corp. (a) 166,200 14,427,822 
Vishay Intertechnology, Inc. 590,800 12,524,960 
  130,143,303 
Internet Software & Services - 0.1%   
Alphabet, Inc. Class A (a) 4,251 4,676,100 
eBay, Inc. (a) 176,004 6,638,871 
  11,314,971 
IT Services - 1.3%   
Alliance Data Systems Corp. 25,400 5,354,828 
CSG Systems International, Inc. 185,800 7,688,404 
DXC Technology Co. 227,852 20,987,448 
IBM Corp. 606,200 85,662,122 
PayPal Holdings, Inc. (a) 242,000 19,860,940 
The Western Union Co. 211,500 4,206,735 
  143,760,477 
Semiconductors & Semiconductor Equipment - 3.5%   
Analog Devices, Inc. 45,872 4,457,841 
Applied Materials, Inc. 914,300 46,428,154 
Cirrus Logic, Inc. (a) 198,579 7,442,741 
Intel Corp. 4,173,200 230,360,640 
KLA-Tencor Corp. 72,100 8,163,883 
Lam Research Corp. 249,500 49,445,910 
Marvell Technology Group Ltd. 216,500 4,663,410 
Microchip Technology, Inc. (b) 234,000 22,786,920 
Qorvo, Inc. (a) 55,000 4,413,750 
Qualcomm, Inc. 66,169 3,845,742 
Skyworks Solutions, Inc. 13,100 1,291,791 
Teradyne, Inc. 90,300 3,423,273 
Texas Instruments, Inc. 93,608 10,475,671 
  397,199,726 
Software - 1.8%   
Adobe Systems, Inc. (a) 140,000 34,899,200 
ANSYS, Inc. (a) 120,000 19,536,000 
CA Technologies, Inc. 192,000 6,862,080 
Microsoft Corp. 442,232 43,710,211 
Oracle Corp. 2,143,586 100,148,338 
  205,155,829 
Technology Hardware, Storage & Peripherals - 3.3%   
Apple, Inc. 1,106,100 206,696,907 
Hewlett Packard Enterprise Co. 1,960,764 29,882,043 
HP, Inc. 2,550,629 56,190,357 
NCR Corp. (a) 411,900 12,398,190 
NetApp, Inc. 158,934 10,858,371 
Seagate Technology LLC 502,900 28,338,415 
Western Digital Corp. 177,300 14,806,323 
Xerox Corp. 474,925 12,908,462 
  372,079,068 
TOTAL INFORMATION TECHNOLOGY  1,508,505,034 
MATERIALS - 3.6%   
Chemicals - 2.2%   
AdvanSix, Inc. (a) 46,259 1,688,916 
Ashland Global Holdings, Inc. 24,000 1,865,280 
Cabot Corp. 272,700 16,430,175 
Celanese Corp. Class A 255,400 28,839,768 
Eastman Chemical Co. 409,671 42,732,782 
FMC Corp. 49,702 4,328,547 
Huntsman Corp. 740,000 23,657,800 
LyondellBasell Industries NV Class A 588,500 65,982,620 
Methanex Corp. 99,045 6,766,471 
Nutrien Ltd. 80,053 4,050,808 
PPG Industries, Inc. 272,000 27,450,240 
RPM International, Inc. 52,600 2,603,700 
The Chemours Co. LLC 356,860 17,482,571 
Westlake Chemical Corp. 55,900 6,469,307 
  250,348,985 
Construction Materials - 0.3%   
CEMEX S.A.B. de CV sponsored ADR 569,368 3,393,433 
CRH PLC sponsored ADR (b) 144,959 5,362,033 
Martin Marietta Materials, Inc. 114,630 25,547,588 
  34,303,054 
Containers & Packaging - 0.5%   
Ball Corp. 236,698 8,745,991 
Graphic Packaging Holding Co. 245,581 3,556,013 
International Paper Co. 483,200 25,851,200 
Packaging Corp. of America 39,000 4,582,500 
Sonoco Products Co. 43,000 2,198,590 
WestRock Co. 219,633 12,931,991 
  57,866,285 
Metals & Mining - 0.4%   
Barrick Gold Corp. 277,005 3,646,827 
Newmont Mining Corp. 154,200 6,003,006 
Nucor Corp. 146,400 9,397,416 
Reliance Steel & Aluminum Co. 33,400 3,125,238 
Rio Tinto PLC sponsored ADR 77,624 4,401,281 
Steel Dynamics, Inc. 298,662 14,762,863 
  41,336,631 
Paper & Forest Products - 0.2%   
Domtar Corp. 211,100 10,147,577 
Kapstone Paper & Packaging Corp. 91,655 3,152,932 
Schweitzer-Mauduit International, Inc. 199,000 8,718,190 
  22,018,699 
TOTAL MATERIALS  405,873,654 
REAL ESTATE - 1.5%   
Equity Real Estate Investment Trusts (REITs) - 1.4%   
American Homes 4 Rent Class A 204,368 4,071,011 
Brixmor Property Group, Inc. 287,168 4,560,228 
CorePoint Lodging, Inc. (a) 87,480 2,439,817 
EastGroup Properties, Inc. 32,581 3,037,527 
Equity Lifestyle Properties, Inc. 64,849 5,894,774 
Equity Residential (SBI) 93,993 6,014,612 
Federal Realty Investment Trust (SBI) 26,197 3,114,561 
Hospitality Properties Trust (SBI) 690,200 19,981,290 
Kimco Realty Corp. 256,862 3,971,087 
Lexington Corporate Properties Trust 1,090,900 9,414,467 
Mack-Cali Realty Corp. 410,100 8,107,677 
Medical Properties Trust, Inc. 759,300 10,303,701 
Mid-America Apartment Communities, Inc. 63,881 5,976,706 
Omega Healthcare Investors, Inc. (b) 418,800 12,836,220 
Outfront Media, Inc. 201,288 3,993,554 
Piedmont Office Realty Trust, Inc. Class A 655,900 12,606,398 
Public Storage 29,508 6,250,975 
Rayonier, Inc. 135,596 5,270,617 
SL Green Realty Corp. 55,722 5,434,009 
Sun Communities, Inc. 68,751 6,646,847 
VEREIT, Inc. 1,689,600 12,097,536 
Weyerhaeuser Co. 81,686 3,049,338 
  155,072,952 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 144,215 6,661,291 
Jones Lang LaSalle, Inc. 20,900 3,422,584 
  10,083,875 
TOTAL REAL ESTATE  165,156,827 
TELECOMMUNICATION SERVICES - 2.0%   
Diversified Telecommunication Services - 2.0%   
AT&T, Inc. 2,004,400 64,782,208 
Verizon Communications, Inc. 3,467,387 165,290,338 
  230,072,546 
UTILITIES - 2.9%   
Electric Utilities - 1.9%   
American Electric Power Co., Inc. 314,586 21,376,119 
Duke Energy Corp. 293,718 22,663,281 
Edison International 134,889 8,384,700 
Entergy Corp. 492,200 39,823,902 
Eversource Energy 198,297 11,318,793 
Exelon Corp. 1,021,300 42,271,607 
FirstEnergy Corp. 924,700 31,828,174 
NextEra Energy, Inc. 44,431 7,367,104 
OGE Energy Corp. 14,400 504,288 
Pinnacle West Capital Corp. 48,300 3,845,163 
Westar Energy, Inc. 58,600 3,322,620 
Xcel Energy, Inc. 351,343 15,993,133 
  208,698,884 
Gas Utilities - 0.1%   
National Fuel Gas Co. 252,200 13,275,808 
UGI Corp. 12,500 630,875 
  13,906,683 
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 1,082,900 13,806,975 
Multi-Utilities - 0.8%   
Ameren Corp. 111,700 6,611,523 
DTE Energy Co. 77,600 7,948,568 
Public Service Enterprise Group, Inc. 1,268,300 67,194,534 
WEC Energy Group, Inc. 145,300 9,175,695 
  90,930,320 
TOTAL UTILITIES  327,342,862 
TOTAL COMMON STOCKS   
(Cost $6,812,628,725)  9,941,349,379 
Equity Funds - 10.6%   
Large Blend Funds - 1.4%   
Fidelity SAI U.S. Minimum Volatility Index Fund (c) 12,310,868 154,255,175 
Large Value Funds - 4.8%   
Fidelity SAI U.S. Value Index Fund (c) 1,005,560 10,055,602 
Invesco Diversified Dividend Fund - Class A 26,942,170 526,988,838 
TOTAL LARGE VALUE FUNDS  537,044,440 
Mid-Cap Value Funds - 2.5%   
Fidelity Low-Priced Stock Fund (c) 5,186,165 283,631,373 
Sector Funds - 1.9%   
Fidelity Energy Portfolio (c) 4,509,330 217,755,545 
TOTAL EQUITY FUNDS   
(Cost $785,171,581)  1,192,686,533 
Money Market Funds - 1.4%   
Fidelity Securities Lending Cash Central Fund 1.76% (d)(e) 71,254,108 71,261,234 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.67%(f) 89,776,019 89,776,019 
TOTAL MONEY MARKET FUNDS   
(Cost $161,037,253)  161,037,253 
TOTAL INVESTMENT IN SECURITIES - 100.4%   
(Cost $7,758,837,559)  11,295,073,165 
NET OTHER ASSETS (LIABILITIES) - (0.4)%  (49,315,148) 
NET ASSETS - 100%  $11,245,758,017 

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Affiliated Fund

 (d) 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.

 (e) Investment made with cash collateral received from securities on loan.

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Securities Lending Cash Central Fund $631,541 
Total $631,541 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Energy Portfolio $175,381,841 $2,994,758 $-- $2,994,757 $-- $39,378,946 $217,755,545 
Fidelity Low-Priced Stock Fund 259,751,017 24,112,162 10,000,000 24,112,163 437,987 9,330,207 283,631,373 
Fidelity SAI U.S. Minimum Volatility Index Fund 160,693,092 107,957,378 121,303,927 6,743,490 1,433,319 5,475,313 154,255,175 
Fidelity SAI U.S. Value Index Fund -- 240,371,422 229,946,263 -- (337187) (32,370) 10,055,602 
Total $595,825,950 $375,435,720 $361,250,190 $33,850,410 $1,534,119 $54,152,096 $665,697,695 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

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

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


Financial Statements

Statement of Assets and Liabilities

  May 31, 2018 
Assets   
Investment in securities, at value (including securities loaned of $69,145,007) — See accompanying schedule:
Unaffiliated issuers (cost $7,211,807,786) 
$10,558,114,236  
Fidelity Central Funds (cost $71,261,234) 71,261,234  
Other affiliated issuers (cost $475,768,539) 665,697,695  
Total Investment in Securities (cost $7,758,837,559)  $11,295,073,165 
Receivable for investments sold  32,533,524 
Receivable for fund shares sold  4,627,046 
Dividends receivable  29,213,794 
Interest receivable  129,015 
Distributions receivable from Fidelity Central Funds  31,745 
Prepaid expenses  56,586 
Other receivables  235,630 
Total assets  11,361,900,505 
Liabilities   
Payable for investments purchased $36,603,929  
Payable for fund shares redeemed 4,692,502  
Accrued management fee 1,815,377  
Other affiliated payables 1,442,902  
Other payables and accrued expenses 319,493  
Collateral on securities loaned 71,268,285  
Total liabilities  116,142,488 
Net Assets  $11,245,758,017 
Net Assets consist of:   
Paid in capital  $7,326,822,289 
Undistributed net investment income  86,890,423 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  295,809,699 
Net unrealized appreciation (depreciation) on investments  3,536,235,606 
Net Assets, for 555,424,572 shares outstanding  $11,245,758,017 
Net Asset Value, offering price and redemption price per share ($11,245,758,017 ÷ 555,424,572 shares)  $20.25 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $241,865,065 
Affiliated issuers  8,848,055 
Interest  1,968,856 
Income from Fidelity Central Funds  631,541 
Total income  253,313,517 
Expenses   
Management fee $50,306,008  
Transfer agent fees 15,764,048  
Accounting and security lending fees 1,364,233  
Custodian fees and expenses 129,888  
Independent trustees' fees and expenses 142,448  
Registration fees 109,371  
Audit 71,071  
Legal 56,172  
Miscellaneous 118,274  
Total expenses before reductions 68,061,513  
Expense reductions (28,345,846)  
Total expenses after reductions  39,715,667 
Net investment income (loss)  213,597,850 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 543,668,031  
Fidelity Central Funds (6,620)  
Other affiliated issuers 1,534,119  
Foreign currency transactions (17)  
Futures contracts 3,589,844  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 4,178,212  
Affiliated issuers 25,002,355  
Total net realized gain (loss)  577,965,924 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 571,591,368  
Affiliated issuers 54,152,097  
Futures contracts 797,310  
Total change in net unrealized appreciation (depreciation)  626,540,775 
Net gain (loss)  1,204,506,699 
Net increase (decrease) in net assets resulting from operations  $1,418,104,549 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $213,597,850 $213,164,362 
Net realized gain (loss) 577,965,924 625,169,346 
Change in net unrealized appreciation (depreciation) 626,540,775 714,973,100 
Net increase (decrease) in net assets resulting from operations 1,418,104,549 1,553,306,808 
Distributions to shareholders from net investment income (201,991,822) (197,242,245) 
Distributions to shareholders from net realized gain (632,443,426) (426,212,584) 
Total distributions (834,435,248) (623,454,829) 
Share transactions   
Proceeds from sales of shares 1,419,869,361 951,857,789 
Reinvestment of distributions 831,430,096 621,702,046 
Cost of shares redeemed (2,342,706,572) (2,810,534,542) 
Net increase (decrease) in net assets resulting from share transactions (91,407,115) (1,236,974,707) 
Total increase (decrease) in net assets 492,262,186 (307,122,728) 
Net Assets   
Beginning of period 10,753,495,831 11,060,618,559 
End of period $11,245,758,017 $10,753,495,831 
Other Information   
Undistributed net investment income end of period $86,890,423 $90,236,532 
Shares   
Sold 70,663,944 51,329,536 
Issued in reinvestment of distributions 42,632,296 34,489,325 
Redeemed (116,231,716) (153,829,784) 
Net increase (decrease) (2,935,476) (68,010,923) 

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


Financial Highlights

Strategic Advisers Value Fund

      
Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $19.26 $17.66 $19.26 $19.14 $16.92 
Income from Investment Operations      
Net investment income (loss)A .38 .37 .34 .31 .26 
Net realized and unrealized gain (loss) 2.11 2.29 (.73) 1.59 3.02 
Total from investment operations 2.49 2.66 (.39) 1.90 3.28 
Distributions from net investment income (.36) (.34) (.31) (.27) (.25) 
Distributions from net realized gain (1.14) (.72) (.90) (1.51) (.81) 
Total distributions (1.50) (1.06) (1.21) (1.78) (1.06) 
Net asset value, end of period $20.25 $19.26 $17.66 $19.26 $19.14 
Total ReturnB 13.38% 15.56% (1.97)% 10.23% 20.07% 
Ratios to Average Net AssetsC,D      
Expenses before reductions .60% .60% .58% .56% .56% 
Expenses net of fee waivers, if any .35% .35% .33% .31% .31% 
Expenses net of all reductions .35% .35% .33% .31% .31% 
Net investment income (loss) 1.88% 1.99% 1.94% 1.63% 1.45% 
Supplemental Data      
Net assets, end of period (000 omitted) $11,245,758 $10,753,496 $11,060,619 $13,270,015 $12,849,529 
Portfolio turnover rateE 23% 32% 39% 31% 42% 

 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, 2018

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 certain clients of Strategic Advisers LLC (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. 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.

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.

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 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), certain independent Trustees have elected 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, 2018, 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, passive foreign investment companies (PFIC), partnerships, market discount, deferred trustees compensation, and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $3,734,968,488 
Gross unrealized depreciation (218,165,636) 
Net unrealized appreciation (depreciation) $3,516,802,852 
Tax Cost $7,778,270,313 

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

Undistributed ordinary income $87,126,053 
Undistributed long-term capital gain $315,242,453 
Net unrealized appreciation (depreciation) on securities and other investments $3,516,802,852 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $201,991,822 $ 197,242,245 
Long-term Capital Gains 632,443,426 426,212,584 
Total $834,435,248 $ 623,454,829 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $2,593,346,607 and $3,132,372,714, respectively.

Prior Fiscal Year Exchanges In-Kind. During the prior period, the Fund redeemed 19,227,898 shares of JPMorgan Value Advantage L in exchange for cash and investments with a value of $644,711,422. The Fund had a net realized gain of $184,795,386 on the Fund's redemptions of JPMorgan Value Advantage L shares. The Fund recognized gains on the exchanges for federal income tax purposes.

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 Boston Partners Global Investors, 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.

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. 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.

During June 2018, the Board approved that effective July 1, 2018 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

Accounting and Security Lending 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. For the period, the fees were equivalent to an annual rate of .01%.

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 $1,990 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 Money Market Central Funds 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 $31,955 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 $631,541.

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, 2020. During the period, this waiver reduced the Fund's management fee by $28,345,846.

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 11% of the total outstanding shares of Fidelity Energy Portfolio.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Value Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended May 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the five years in the period ended May 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 16, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
December 1, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Actual .34% $1,000.00 $1,005.70 $1.70-C 
Hypothetical-D  $1,000.00 $1,023.24 $1.72-C 

 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 If fees and changes to the Fund's expense contract and/ or expense cap, effective July 1, 2018, had been in effect during the current period, the restated annualized expense ratio would have been .20% and the expenses paid in the actual and hypothetical examples above would have been $1.00 and $1.01, respectively.

 D 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Value Fund voted to pay on July 9, 2018, to shareholders of record at the opening of business on July 6, 2018, a distribution of $0.566 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.161 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $556,796,704, 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 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Fund

On March 8, 2018, 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 with LSV Asset Management (LSV) for the fund (the Amended Sub-Advisory Agreement), which may lower the amount of fees to be paid by Strategic Advisers to LSV, on behalf of the fund by allowing for the aggregation of the fund's assets with the assets of a separately managed account for which LSV serves as model provider. The terms of the Amended Sub-Advisory Agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding LSV, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the current sub-advisory agreement at its September 2017 Board meeting.

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

Investment Performance.  The Board considered that it previously received information regarding the sub-adviser's historical investment performance of its portion of fund and/or the performance of the strategy. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule with LSV will not result in any immediate reduction to the fund's total management fee or total fund expenses under the Amended Sub-Advisory Agreement, but may in the future as assets increase.

The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' contractual management fee waiver for the fund. The Board also considered that the Amended Sub-Advisory Agreement has the potential to reduce total net fund expenses by the same amount as any resulting decrease in the fund's management fee. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive under the Amended Sub-Advisory Agreement and the other factors considered.

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

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to the sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreements at its September Board meeting.

Possible Economies of Scale.  The Board considered that the Amended Sub-Advisory Agreement, like the current sub-advisory agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to LSV as assets allocated to the sub-adviser grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2017 Board meeting.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the Amended Sub-Advisory Agreement's fee structure continues to bear a reasonable relationship to the services rendered to the fund and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged 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.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SUF-ANN-0718
1.912897.109


Strategic Advisers® Core Fund

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



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of 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


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Core Fund 14.59% 12.38% 12.45% 

 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

$26,868Strategic Advisers® Core Fund

$28,651S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund gained 14.59%, slightly outpacing 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. Conversely, underlying managers with a valuation focus in their investment approaches worked against relative results amid the growth-led market environment. Sub-advised strategies managed by AllianceBernstein and FIAM℠ (Sector Managed strategy) were the top relative contributors. A momentum-driven strategy incorporating short-term market signals fueled AllianceBernstein’s contribution. Meanwhile, FIAM’s emphasis on growth stocks via a team of sector-focused managers resulted in broadly positive security selection. Sub-adviser T. Rowe Price, our largest manager allocation on average, also notably contributed, as its benchmark-like, sector-neutral core strategy led to solid stock picks across several sectors. As for relative detractors, sub-adviser OppenheimerFunds disappointed this period, hurt by poor results from several stock choices. Sub-adviser JPMorgan Investment Management also detracted due to its emphasis on valuation. The Fund ended its sub-advisory relationship with First Eagle Investment Management in May 2018, after the portfolio manager of this strategy announced his retirement.

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, 2018

(excluding cash equivalents) % of fund's net assets 
Fidelity SAI U.S. Quality Index Fund 7.6 
JPMorgan U.S. Large Cap Core Plus Fund Select Class(a) 6.8 
Fidelity SAI U.S. Large Cap Index Fund 2.9 
Microsoft Corp. 2.9 
Apple, Inc. 2.4 
Amazon.com, Inc. 1.8 
JPMorgan Chase & Co.(b) 1.6 
Alphabet, Inc. Class C 1.6 
PIMCO StocksPLUS Absolute Return Fund Institutional Class 1.5 
Bank of America Corp. 1.3 
 30.4 

 (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, 2018

(Stocks Only) % of fund's net assets 
Information Technology 19.3 
Financials 13.5 
Health Care 10.8 
Consumer Discretionary 10.1 
Industrials 8.1 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 78.4% 
   Large Blend Funds 11.2% 
   Large Growth Funds 8.9% 
   Sector Funds 0.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.1% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 78.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 10.1%   
Auto Components - 0.4%   
Aptiv PLC 356,387 $34,747,733 
BorgWarner, Inc. 150,200 7,326,756 
Cooper Tire & Rubber Co. 55,800 1,434,060 
Delphi Technologies PLC 297,541 14,906,804 
Gentex Corp. 41,200 990,036 
Lear Corp. 55,705 11,029,590 
Magna International, Inc. Class A (sub. vtg.) 205,300 13,164,154 
The Goodyear Tire & Rubber Co. 283,600 6,928,348 
  90,527,481 
Automobiles - 0.4%   
Ford Motor Co. 2,774,067 32,040,474 
General Motors Co. 605,300 25,846,310 
Harley-Davidson, Inc. 100,900 4,144,972 
Tesla, Inc. (a)(b) 99,500 28,330,635 
Thor Industries, Inc. 8,735 808,861 
  91,171,252 
Distributors - 0.0%   
Genuine Parts Co. 17,000 1,543,430 
LKQ Corp. (a) 35,800 1,137,366 
  2,680,796 
Hotels, Restaurants & Leisure - 1.2%   
Brinker International, Inc. (b) 61,900 2,706,887 
Carnival Corp. 582,151 36,256,364 
Darden Restaurants, Inc. 154,900 13,539,809 
Domino's Pizza, Inc. 44,585 11,212,236 
Hilton Worldwide Holdings, Inc. 157,161 12,684,464 
Hyatt Hotels Corp. Class A 5,400 441,342 
Marriott International, Inc. Class A 173,820 23,528,275 
McDonald's Corp. 457,333 73,177,853 
MGM Mirage, Inc. 353,000 11,101,850 
Norwegian Cruise Line Holdings Ltd. (a) 32,100 1,680,114 
Restaurant Brands International, Inc. (b) 336,530 19,873,594 
Royal Caribbean Cruises Ltd. 107,200 11,253,856 
Starbucks Corp. 400,900 22,719,003 
Wyndham Worldwide Corp. 60,200 6,528,088 
Yum! Brands, Inc. 517,925 42,122,840 
  288,826,575 
Household Durables - 0.4%   
D.R. Horton, Inc. 19,800 835,758 
Garmin Ltd. 26,800 1,610,412 
Lennar Corp.:   
Class A 1,280,685 66,262,642 
Class B 4,331 179,217 
Mohawk Industries, Inc. (a) 108,000 22,036,320 
NVR, Inc. (a) 1,420 4,246,567 
PulteGroup, Inc. 44,500 1,346,125 
Toll Brothers, Inc. 23,100 912,219 
Whirlpool Corp. 38,000 5,500,500 
  102,929,760 
Internet & Direct Marketing Retail - 2.5%   
Amazon.com, Inc. (a) 273,767 446,136,179 
Expedia, Inc. 129,913 15,723,370 
Netflix, Inc. (a) 239,620 84,250,392 
The Booking Holdings, Inc. (a) 42,735 90,124,696 
  636,234,637 
Leisure Products - 0.0%   
Brunswick Corp. 13,100 833,160 
Media - 2.3%   
Charter Communications, Inc. Class A (a) 165,635 43,237,360 
Comcast Corp. Class A 7,636,705 238,112,462 
DISH Network Corp. Class A (a) 296,030 8,747,687 
Gannett Co., Inc. 184,400 1,949,108 
Interpublic Group of Companies, Inc. 57,700 1,304,020 
Liberty Broadband Corp. Class C (a) 358,000 24,655,460 
Liberty Media Corp. Liberty SiriusXM Series A (a) 408,518 18,893,958 
News Corp. Class A 57,500 864,225 
Omnicom Group, Inc. 26,300 1,895,704 
Tegna, Inc. 64,900 673,013 
The Madison Square Garden Co. (a) 2,700 707,508 
The Walt Disney Co. 1,439,343 143,171,448 
Time Warner, Inc. 457,299 43,059,274 
Twenty-First Century Fox, Inc. Class A 946,968 36,505,616 
Viacom, Inc. Class B (non-vtg.) 159,300 4,317,030 
  568,093,873 
Multiline Retail - 0.3%   
Big Lots, Inc. 13,500 552,285 
Dillard's, Inc. Class A (b) 19,700 1,604,171 
Dollar General Corp. 183,286 16,033,859 
Dollar Tree, Inc. (a) 389,828 32,195,895 
Kohl's Corp. 142,636 9,520,953 
Macy's, Inc. 137,800 4,810,598 
Nordstrom, Inc. 25,000 1,225,750 
Target Corp. 301,100 21,947,179 
  87,890,690 
Specialty Retail - 2.1%   
American Eagle Outfitters, Inc. 201,500 4,473,300 
AutoZone, Inc. (a) 22,855 14,840,209 
Best Buy Co., Inc. 303,290 20,699,543 
CarMax, Inc. (a)(b) 207,600 14,307,792 
Foot Locker, Inc. 13,700 739,389 
Gap, Inc. 160,000 4,476,800 
Home Depot, Inc. 1,157,334 215,900,658 
L Brands, Inc. 70,700 2,397,437 
Lowe's Companies, Inc. 853,230 81,065,382 
O'Reilly Automotive, Inc. (a) 236,541 63,726,511 
Office Depot, Inc. 40,900 96,524 
Penske Automotive Group, Inc. 60,300 2,903,445 
Ross Stores, Inc. 244,110 19,255,397 
TJX Companies, Inc. 620,200 56,016,464 
Tractor Supply Co. 7,765 577,017 
Ulta Beauty, Inc. (a) 46,400 11,456,624 
  512,932,492 
Textiles, Apparel & Luxury Goods - 0.5%   
Carter's, Inc. 6,400 697,664 
Hanesbrands, Inc. 227,500 4,147,325 
lululemon athletica, Inc. (a) 68,630 7,209,582 
Michael Kors Holdings Ltd. (a) 15,400 883,806 
NIKE, Inc. Class B 1,195,812 85,859,302 
PVH Corp. 77,187 12,349,920 
Scholar Rock Holding Corp. 21,100 369,039 
Tapestry, Inc. 349,700 15,288,884 
  126,805,522 
TOTAL CONSUMER DISCRETIONARY  2,508,926,238 
CONSUMER STAPLES - 4.0%   
Beverages - 1.1%   
Constellation Brands, Inc. Class A (sub. vtg.) 172,600 38,503,608 
Dr. Pepper Snapple Group, Inc. 386,800 46,145,240 
Molson Coors Brewing Co. Class B 454,743 28,034,906 
Monster Beverage Corp. (a) 336,400 17,210,224 
PepsiCo, Inc. 897,929 90,017,382 
The Coca-Cola Co. 1,296,737 55,759,691 
  275,671,051 
Food & Staples Retailing - 0.5%   
Costco Wholesale Corp. 134,000 26,564,160 
Kroger Co. 412,300 10,031,259 
Walgreens Boots Alliance, Inc. 148,500 9,264,915 
Walmart, Inc. 981,642 81,024,731 
  126,885,065 
Food Products - 0.8%   
Archer Daniels Midland Co. 213,830 9,348,648 
Bunge Ltd. 104,800 7,288,840 
Campbell Soup Co. 78,000 2,623,920 
ConAgra Foods, Inc. 45,500 1,686,230 
Fresh Del Monte Produce, Inc. 57,000 2,559,870 
Ingredion, Inc. 61,400 6,839,346 
Mondelez International, Inc. 2,165,587 85,042,601 
Pilgrim's Pride Corp. (a) 219,462 4,277,314 
Post Holdings, Inc. (a) 135,800 10,438,946 
Sanderson Farms, Inc. 27,900 2,730,852 
The J.M. Smucker Co. 66,500 7,148,750 
The Kraft Heinz Co. 640,423 36,811,514 
Tyson Foods, Inc. Class A 428,400 28,904,148 
  205,700,979 
Household Products - 0.5%   
Church & Dwight Co., Inc. 400,120 18,785,634 
Colgate-Palmolive Co. 256,800 16,201,512 
Energizer Holdings, Inc. 84,400 5,126,456 
Kimberly-Clark Corp. 319,800 32,251,830 
Procter & Gamble Co. 457,822 33,498,836 
Reckitt Benckiser Group PLC 125,600 9,613,825 
  115,478,093 
Personal Products - 0.3%   
Coty, Inc. Class A 923,200 12,232,400 
Estee Lauder Companies, Inc. Class A 200,946 30,029,370 
Herbalife Nutrition Ltd. (a) 239,700 12,169,569 
Unilever NV (NY Reg.) 76,800 4,283,136 
  58,714,475 
Tobacco - 0.8%   
Altria Group, Inc. 1,164,300 64,898,082 
British American Tobacco PLC sponsored ADR 370,000 18,944,000 
Philip Morris International, Inc. 1,512,007 120,265,037 
  204,107,119 
TOTAL CONSUMER STAPLES  986,556,782 
ENERGY - 5.5%   
Energy Equipment & Services - 0.2%   
Baker Hughes, a GE Co. Class A 328,100 11,348,979 
C&J Energy Services, Inc. (a) 8,100 218,052 
Dril-Quip, Inc. (a) 10,200 490,110 
Halliburton Co. 79,500 3,954,330 
Helmerich & Payne, Inc. 16,300 1,081,994 
Liberty Oilfield Services, Inc. Class A (a)(b) 62,700 1,333,002 
Nabors Industries Ltd. 186,652 1,394,290 
National Oilwell Varco, Inc. 57,100 2,365,082 
NCS Multistage Holdings, Inc. (a) 51,900 789,918 
Oceaneering International, Inc. 18,500 440,855 
Odfjell Drilling Ltd. (a) 85,300 374,758 
Precision Drilling Corp. (a) 103,200 356,576 
RigNet, Inc. (a) 40,400 478,740 
Schlumberger Ltd. 563,528 38,697,468 
Shelf Drilling Ltd. (a)(c) 128,800 1,101,837 
TechnipFMC PLC 26,800 834,820 
Trinidad Drilling Ltd. (a) 162,800 220,984 
Weatherford International PLC (a)(b) 60,700 205,773 
Xtreme Drilling & Coil Services Corp. (a) 153,800 232,491 
  65,920,059 
Oil, Gas & Consumable Fuels - 5.3%   
Anadarko Petroleum Corp. 277,100 19,341,580 
Andeavor 384,358 55,512,826 
Antero Resources Corp. (a) 36,600 699,426 
Apache Corp. 207,400 8,296,000 
Boardwalk Pipeline Partners, LP 128,200 1,357,638 
BP PLC sponsored ADR 858,918 39,355,623 
Cabot Oil & Gas Corp. 124,500 2,844,825 
California Resources Corp. (a) 6,500 238,810 
Callon Petroleum Co. (a) 68,400 809,856 
Cenovus Energy, Inc. 1,843,800 19,453,327 
Centennial Resource Development, Inc. Class A (a) 63,500 1,117,600 
Cheniere Energy Partners LP Holdings LLC 28,300 855,509 
Cheniere Energy, Inc. (a) 23,700 1,578,894 
Chevron Corp. 1,881,013 233,809,916 
Cimarex Energy Co. 16,100 1,496,012 
Concho Resources, Inc. (a) 76,000 10,435,560 
ConocoPhillips Co. 536,400 36,147,996 
Continental Resources, Inc. (a) 156,800 10,558,912 
Delek U.S. Holdings, Inc. 126,829 7,074,522 
Devon Energy Corp. 139,600 5,803,172 
Diamondback Energy, Inc. 192,256 23,216,835 
Encana Corp. 295,600 3,761,684 
Energen Corp. (a) 14,600 990,464 
Enterprise Products Partners LP 49,700 1,436,330 
EOG Resources, Inc. 896,337 105,597,462 
EQT Corp. 321,792 16,585,160 
Extraction Oil & Gas, Inc. (a) 51,166 867,775 
Exxon Mobil Corp. 3,293,550 267,568,002 
GasLog Partners LP 17,900 437,655 
Gener8 Maritime, Inc. (a) 80,200 535,736 
GeoPark Ltd. (a) 10,000 156,200 
Golar LNG Ltd. 26,700 693,666 
Gran Tierra Energy, Inc. (U.S.) (a) 144,700 473,169 
Hess Corp. 374,200 22,609,164 
HollyFrontier Corp. 40,000 3,087,200 
Imperial Oil Ltd. 248,400 8,126,738 
Magellan Midstream Partners LP 271,224 18,958,558 
Marathon Oil Corp. 127,600 2,734,468 
Marathon Petroleum Corp. 346,100 27,352,283 
Murphy Oil Corp. 21,100 648,825 
Newfield Exploration Co. (a) 23,100 675,444 
Noble Energy, Inc. 35,200 1,256,640 
Noble Midstream Partners LP 20,800 1,072,656 
Occidental Petroleum Corp. 1,054,538 88,792,100 
Parex Resources, Inc. (a) 45,900 828,721 
Parsley Energy, Inc. Class A (a) 497,991 14,680,775 
PBF Energy, Inc. Class A 124,900 5,892,782 
PDC Energy, Inc. (a) 6,900 417,381 
Peabody Energy Corp. 9,500 411,065 
Phillips 66 Co. 131,291 15,294,089 
Pioneer Natural Resources Co. 208,075 40,179,283 
Plains GP Holdings LP Class A 14,800 363,636 
PrairieSky Royalty Ltd. 12,800 263,878 
Reliance Industries Ltd. 37,633 514,210 
Ring Energy, Inc. (a) 33,000 455,730 
RSP Permian, Inc. (a) 70,500 3,083,670 
Seven Generations Energy Ltd. (a) 12,300 159,181 
Statoil ASA sponsored ADR (b) 371,900 9,762,375 
Suncor Energy, Inc. 1,757,907 70,012,585 
Suncor Energy, Inc. 181,383 7,215,416 
Teekay LNG Partners LP 10,900 188,570 
The Williams Companies, Inc. 476,192 12,790,517 
Total SA sponsored ADR 380,700 23,089,455 
TransCanada Corp. 378,750 15,855,738 
Valero Energy Corp. 294,660 35,712,792 
Viper Energy Partners LP 50,100 1,632,258 
Whiting Petroleum Corp. (a) 39,300 2,060,106 
WildHorse Resource Development Corp. (a) 19,400 521,084 
WPX Energy, Inc. (a) 35,300 642,813 
  1,316,450,328 
TOTAL ENERGY  1,382,370,387 
FINANCIALS - 13.5%   
Banks - 7.1%   
Bank of America Corp. 11,088,194 322,001,154 
BB&T Corp. 212,700 11,166,750 
BOK Financial Corp. 9,800 989,310 
CIT Group, Inc. 94,100 4,698,413 
Citigroup, Inc. 4,527,589 301,944,910 
Citizens Financial Group, Inc. 354,700 14,489,495 
Comerica, Inc. 22,100 2,083,809 
Commerce Bancshares, Inc. 13,638 880,742 
Cullen/Frost Bankers, Inc. 9,600 1,096,608 
East West Bancorp, Inc. 21,700 1,507,716 
Fifth Third Bancorp 1,538,700 47,053,446 
First Horizon National Corp. 283,100 5,248,674 
First Republic Bank 257,502 25,647,199 
Huntington Bancshares, Inc. 1,818,800 27,045,556 
JPMorgan Chase & Co. (d) 3,720,448 398,125,140 
KeyCorp 1,403,200 27,278,208 
M&T Bank Corp. 22,500 3,871,800 
PNC Financial Services Group, Inc. 381,874 54,764,550 
Prosperity Bancshares, Inc. 10,400 753,272 
Regions Financial Corp. 900,500 16,425,120 
SunTrust Banks, Inc. 1,285,302 86,770,738 
SVB Financial Group (a) 67,445 21,051,608 
Synovus Financial Corp. 64,500 3,490,095 
U.S. Bancorp 2,568,302 128,389,417 
Umpqua Holdings Corp. 25,500 600,270 
Webster Financial Corp. 13,800 884,580 
Wells Fargo & Co. 4,703,824 253,959,458 
Western Alliance Bancorp. (a) 12,900 777,354 
Zions Bancorporation 32,970 1,807,086 
  1,764,802,478 
Capital Markets - 2.4%   
Affiliated Managers Group, Inc. 6,300 1,003,338 
Ameriprise Financial, Inc. 109,300 15,152,259 
Bank of New York Mellon Corp. 1,119,362 61,285,070 
BlackRock, Inc. Class A 18,600 9,936,678 
Brighthouse Financial, Inc. 44,358 2,089,705 
Brookfield Asset Management, Inc. Class A 64,900 2,588,292 
Cboe Global Markets, Inc. 109,294 10,662,723 
Charles Schwab Corp. 1,270,682 70,675,333 
CME Group, Inc. 94,604 15,410,992 
E*TRADE Financial Corp. (a) 275,930 17,480,166 
Franklin Resources, Inc. 156,000 5,236,920 
Goldman Sachs Group, Inc. 193,600 43,730,368 
IntercontinentalExchange, Inc. 838,641 59,451,260 
KKR & Co. LP 1,496,778 33,273,375 
Lazard Ltd. Class A 19,500 1,003,080 
Legg Mason, Inc. 76,000 2,832,520 
Morgan Stanley (d) 2,002,162 100,388,403 
Northern Trust Corp. 84,800 8,693,696 
Oaktree Capital Group LLC Class A 28,400 1,162,980 
Raymond James Financial, Inc. 79,300 7,657,208 
S&P Global, Inc. 81,345 16,065,638 
State Street Corp. 679,617 65,317,990 
T. Rowe Price Group, Inc. 34,000 4,128,280 
TD Ameritrade Holding Corp. 537,200 31,802,240 
The NASDAQ OMX Group, Inc. 128,800 11,831,568 
TPG Pace Energy Holdings Corp. (a) 38,000 399,000 
Virtu Financial, Inc. Class A 38,300 1,189,215 
  600,448,297 
Consumer Finance - 0.8%   
Ally Financial, Inc. 574,700 14,741,055 
American Express Co. 130,300 12,808,490 
Capital One Financial Corp. 1,027,689 96,602,766 
Credit Acceptance Corp. (a)(b) 2,200 776,622 
Discover Financial Services 370,702 27,380,050 
Navient Corp. 115,400 1,593,674 
Nelnet, Inc. Class A 60,500 3,717,120 
OneMain Holdings, Inc. (a) 225,600 7,338,768 
Santander Consumer U.S.A. Holdings, Inc. 54,000 967,140 
SLM Corp. (a) 387,292 4,426,748 
Synchrony Financial 698,355 24,184,034 
  194,536,467 
Diversified Financial Services - 1.0%   
AXA Equitable Holdings, Inc. 1,086,737 23,212,702 
Berkshire Hathaway, Inc. Class B (a) 1,008,588 193,174,860 
Jefferies Financial Group, Inc. 53,500 1,170,580 
Voya Financial, Inc. 458,459 23,812,360 
  241,370,502 
Insurance - 2.2%   
AFLAC, Inc. 323,400 14,572,404 
Alleghany Corp. 2,300 1,312,288 
Allstate Corp. 178,500 16,686,180 
American Financial Group, Inc. 60,000 6,592,800 
American International Group, Inc. 1,724,247 91,022,999 
Aon PLC 5,800 811,246 
Assurant, Inc. 43,600 4,070,060 
Athene Holding Ltd. (a) 21,400 955,938 
Axis Capital Holdings Ltd. 39,300 2,234,205 
Chubb Ltd. 317,129 41,445,589 
Cincinnati Financial Corp. 24,600 1,706,502 
CNA Financial Corp. 79,000 3,711,420 
Everest Re Group Ltd. 41,800 9,417,122 
FNF Group 130,656 4,829,046 
Genworth Financial, Inc. Class A (a) 116,700 401,448 
Hartford Financial Services Group, Inc. 753,146 39,412,130 
Lincoln National Corp. 197,700 13,105,533 
Loews Corp. 193,407 9,451,800 
Markel Corp. (a) 2,070 2,270,956 
Marsh & McLennan Companies, Inc. 516,552 41,515,284 
MetLife, Inc. 1,380,152 63,473,190 
Principal Financial Group, Inc. 403,126 22,494,431 
Progressive Corp. 924,974 57,431,636 
Prudential Financial, Inc. 154,600 14,971,464 
Reinsurance Group of America, Inc. 33,200 4,961,408 
RenaissanceRe Holdings Ltd. 4,600 564,742 
The Travelers Companies, Inc. 293,200 37,682,064 
Torchmark Corp. 42,000 3,562,860 
Unum Group 166,300 6,454,103 
W.R. Berkley Corp. 18,200 1,391,754 
Willis Group Holdings PLC 187,701 28,371,006 
XL Group Ltd. 89,490 4,973,854 
  551,857,462 
Mortgage Real Estate Investment Trusts - 0.0%   
Annaly Capital Management, Inc. 524,400 5,469,492 
Thrifts & Mortgage Finance - 0.0%   
New York Community Bancorp, Inc. 73,300 849,547 
Radian Group, Inc. 198,900 3,162,510 
  4,012,057 
TOTAL FINANCIALS  3,362,496,755 
HEALTH CARE - 10.8%   
Biotechnology - 2.1%   
AbbVie, Inc. 533,522 52,786,667 
Abeona Therapeutics, Inc. (a)(b) 80,000 1,416,000 
AC Immune SA (a) 60,000 628,800 
Acorda Therapeutics, Inc. (a) 55,000 1,443,750 
Alexion Pharmaceuticals, Inc. (a) 435,020 50,518,873 
Alnylam Pharmaceuticals, Inc. (a) 25,944 2,580,650 
Amgen, Inc. 427,904 76,860,116 
AnaptysBio, Inc. (a) 23,200 1,804,960 
Argenx SE ADR 33,000 3,151,500 
Ascendis Pharma A/S sponsored ADR (a) 32,000 2,304,640 
Atara Biotherapeutics, Inc. (a) 50,000 2,490,000 
Audentes Therapeutics, Inc. (a) 24,000 909,600 
BeiGene Ltd. ADR (a) 26,000 5,203,120 
Biogen, Inc. (a) 231,916 68,174,027 
BioMarin Pharmaceutical, Inc. (a) 158,036 14,276,972 
bluebird bio, Inc. (a) 12,000 2,148,600 
Blueprint Medicines Corp. (a) 40,700 3,422,056 
Celgene Corp. (a) 524,691 41,282,688 
Cellectis SA sponsored ADR (a) 52,000 1,556,880 
CytomX Therapeutics, Inc. (a) 40,100 1,029,367 
Exact Sciences Corp. (a) 136,500 8,127,210 
Gilead Sciences, Inc. 744,296 50,165,550 
Global Blood Therapeutics, Inc. (a) 20,000 963,000 
GlycoMimetics, Inc. (a) 50,000 893,500 
Heron Therapeutics, Inc. (a) 50,000 1,630,000 
Incyte Corp. (a) 38,049 2,597,605 
Insmed, Inc. (a) 140,000 3,900,400 
Intercept Pharmaceuticals, Inc. (a) 93,900 6,592,719 
Loxo Oncology, Inc. (a) 12,800 2,269,824 
Momenta Pharmaceuticals, Inc. (a) 110,000 2,596,000 
Neurocrine Biosciences, Inc. (a) 50,000 4,813,000 
Regeneron Pharmaceuticals, Inc. (a) 12,600 3,784,032 
Sage Therapeutics, Inc. (a) 9,500 1,450,555 
Sarepta Therapeutics, Inc. (a) 60,000 5,631,000 
Shire PLC sponsored ADR 155,496 25,538,663 
TESARO, Inc. (a) 28,000 1,281,560 
uniQure B.V. (a) 60,000 2,102,400 
United Therapeutics Corp. (a) 33,600 3,581,088 
Vertex Pharmaceuticals, Inc. (a) 401,303 61,800,662 
Xencor, Inc. (a) 60,000 2,400,600 
Zai Lab Ltd. ADR 50,000 1,171,000 
  527,279,634 
Health Care Equipment & Supplies - 2.4%   
Abbott Laboratories 1,245,754 76,651,244 
Align Technology, Inc. (a) 9,000 2,987,550 
Atricure, Inc. (a) 84,500 2,003,495 
Baxter International, Inc. 146,000 10,342,640 
Becton, Dickinson & Co. 477,038 105,706,850 
Boston Scientific Corp. (a) 3,788,068 115,119,387 
Danaher Corp. 324,982 32,264,213 
DexCom, Inc. (a) 35,000 3,079,650 
Edwards Lifesciences Corp. (a) 43,110 5,919,434 
Fisher & Paykel Healthcare Corp. 80,000 743,468 
Genmark Diagnostics, Inc. (a) 300,000 2,199,000 
Hologic, Inc. (a) 107,900 4,088,331 
Inspire Medical Systems, Inc. 43,000 1,290,000 
Insulet Corp. (a) 52,300 4,905,217 
Integra LifeSciences Holdings Corp. (a) 70,000 4,517,800 
Intuitive Surgical, Inc. (a) 156,900 72,122,223 
Medtronic PLC 877,399 75,737,082 
Penumbra, Inc. (a) 26,000 4,183,400 
Stryker Corp. 334,845 58,269,727 
The Cooper Companies, Inc. 6,760 1,529,856 
Wright Medical Group NV (a) 155,000 3,868,800 
Zimmer Biomet Holdings, Inc. 173,076 19,299,705 
  606,829,072 
Health Care Providers & Services - 2.9%   
Aetna, Inc. 91,630 16,138,792 
AmerisourceBergen Corp. 205,557 16,884,452 
Anthem, Inc. 256,400 56,772,088 
Cardinal Health, Inc. 177,000 9,219,930 
Centene Corp. (a) 95,453 11,183,273 
Cigna Corp. 305,563 51,753,205 
CVS Health Corp. 677,747 42,962,382 
DaVita HealthCare Partners, Inc. (a) 176,490 11,796,592 
EBOS Group Ltd. 150,000 1,896,808 
Envision Healthcare Corp. (a) 398,288 17,078,589 
Express Scripts Holding Co. (a) 381,400 28,913,934 
G1 Therapeutics, Inc. 40,000 1,732,400 
HCA Holdings, Inc. 341,700 35,242,938 
Henry Schein, Inc. (a) 54,000 3,736,800 
Humana, Inc. 252,354 73,429,967 
Laboratory Corp. of America Holdings (a) 65,730 11,870,181 
LifePoint Hospitals, Inc. (a) 42,500 2,246,125 
McKesson Corp. 242,174 34,374,178 
Molina Healthcare, Inc. (a) 30,000 2,547,900 
Quest Diagnostics, Inc. 64,940 6,918,058 
United Drug PLC (United Kingdom) 140,000 1,673,120 
UnitedHealth Group, Inc. 1,203,480 290,652,455 
Universal Health Services, Inc. Class B 32,300 3,713,854 
  732,738,021 
Health Care Technology - 0.1%   
Castlight Health, Inc. Class B (a) 440,000 1,584,000 
Cerner Corp. (a) 114,407 6,827,810 
Teladoc, Inc. (a) 90,000 4,581,000 
  12,992,810 
Life Sciences Tools & Services - 0.3%   
Agilent Technologies, Inc. 572,043 35,420,903 
Lonza Group AG 6,900 1,847,521 
Thermo Fisher Scientific, Inc. 150,514 31,347,551 
  68,615,975 
Pharmaceuticals - 3.0%   
Allergan PLC 266,071 40,123,507 
Amneal Pharmaceuticals, Inc. (a) 30,000 592,200 
Amneal Pharmaceuticals, Inc. (e) 75,676 1,493,844 
AstraZeneca PLC:   
(United Kingdom) 160,000 11,672,950 
sponsored ADR 206,900 7,661,507 
Bayer AG 71,500 8,533,794 
Bristol-Myers Squibb Co. 424,002 22,310,985 
Dechra Pharmaceuticals PLC 130,000 4,825,009 
Eli Lilly& Co. 496,195 42,196,423 
GlaxoSmithKline PLC sponsored ADR 818,800 33,177,776 
Indivior PLC (a) 414,336 2,648,785 
Jazz Pharmaceuticals PLC (a) 7,000 1,183,000 
Johnson & Johnson 1,856,543 222,079,674 
Mallinckrodt PLC (a) 101,900 1,717,015 
Merck & Co., Inc. 2,279,951 135,725,483 
Mylan NV (a) 174,800 6,722,808 
MyoKardia, Inc. (a) 28,000 1,332,800 
Nektar Therapeutics (a) 90,000 7,224,300 
Novartis AG sponsored ADR 40,471 3,015,899 
Perrigo Co. PLC 53,100 3,884,796 
Pfizer, Inc. 3,348,517 120,312,216 
Roche Holding AG (participation certificate) 22,000 4,717,060 
Sanofi SA 69,142 5,300,002 
Teva Pharmaceutical Industries Ltd. sponsored ADR 366,403 7,877,665 
The Medicines Company (a) 48,000 1,625,280 
Theravance Biopharma, Inc. (a) 72,000 1,752,480 
Zoetis, Inc. Class A 700,924 58,667,339 
  758,374,597 
TOTAL HEALTH CARE  2,706,830,109 
INDUSTRIALS - 8.1%   
Aerospace & Defense - 2.6%   
General Dynamics Corp. 143,402 28,925,617 
Harris Corp. 135,100 20,328,497 
Huntington Ingalls Industries, Inc. 1,000 221,070 
L3 Technologies, Inc. 37,200 7,377,876 
Lockheed Martin Corp. 174,615 54,923,402 
Moog, Inc. Class A 35,400 2,886,162 
Northrop Grumman Corp. 585,337 191,551,533 
Orbital ATK, Inc. 880 117,674 
Spirit AeroSystems Holdings, Inc. Class A 109,800 9,301,158 
Textron, Inc. 323,600 21,545,288 
The Boeing Co. 434,727 153,093,460 
Triumph Group, Inc. 61,300 1,299,560 
United Technologies Corp. 1,218,197 152,055,350 
  643,626,647 
Air Freight & Logistics - 0.4%   
FedEx Corp. 236,700 58,966,704 
United Parcel Service, Inc. Class B 367,608 42,686,641 
  101,653,345 
Airlines - 0.6%   
Alaska Air Group, Inc. 342,042 20,799,574 
American Airlines Group, Inc. 466,410 20,307,491 
Delta Air Lines, Inc. 1,283,613 69,379,283 
JetBlue Airways Corp. (a) 192,900 3,643,881 
Southwest Airlines Co. 251,102 12,826,290 
United Continental Holdings, Inc. (a) 346,300 24,099,017 
  151,055,536 
Building Products - 0.3%   
A.O. Smith Corp. 160,300 10,110,121 
Allegion PLC 169,487 12,953,891 
Fortune Brands Home & Security, Inc. 453,300 25,461,861 
Johnson Controls International PLC 517,602 17,370,723 
Masco Corp. 327,274 12,197,502 
Owens Corning 20,890 1,320,666 
  79,414,764 
Commercial Services & Supplies - 0.2%   
Deluxe Corp. 49,200 3,273,768 
Herman Miller, Inc. 113,700 3,723,675 
LSC Communications, Inc. 14,212 179,924 
R.R. Donnelley & Sons Co. 131,300 819,312 
Republic Services, Inc. 112,150 7,562,275 
Stericycle, Inc. (a) 325,500 20,669,250 
Waste Connection, Inc.:   
(Canada) 167,250 12,860,423 
(United States) 167,800 12,900,464 
  61,989,091 
Construction & Engineering - 0.0%   
Tutor Perini Corp. (a) 8,200 162,360 
Electrical Equipment - 0.5%   
Eaton Corp. PLC 401,508 30,747,483 
Emerson Electric Co. 301,000 21,322,840 
Fortive Corp. 665,137 48,348,809 
Hubbell, Inc. Class B 87,700 9,444,413 
Sensata Technologies, Inc. PLC (a) 127,500 6,513,975 
  116,377,520 
Industrial Conglomerates - 1.5%   
Carlisle Companies, Inc. 9,300 998,727 
General Electric Co. 3,750,208 52,802,929 
Honeywell International, Inc. 1,895,782 280,405,116 
Roper Technologies, Inc. 116,268 32,065,552 
  366,272,324 
Machinery - 0.8%   
AGCO Corp. 57,700 3,669,720 
Allison Transmission Holdings, Inc. 108,900 4,498,659 
Apergy Corp. (a) 8,100 349,839 
Cactus, Inc. (a) 18,000 606,960 
Caterpillar, Inc. 138,332 21,014,014 
Cummins, Inc. 24,900 3,545,511 
Dover Corp. 3,600 277,956 
Flowserve Corp. 321,800 13,303,212 
Gardner Denver Holdings, Inc. 12,200 401,014 
Illinois Tool Works, Inc. 72,280 10,386,636 
Ingersoll-Rand PLC 352,680 30,873,607 
Meritor, Inc. (a) 138,500 2,873,875 
Minebea Mitsumi, Inc. 139,400 2,630,700 
Oshkosh Corp. 14,055 1,022,501 
PACCAR, Inc. 340,720 21,203,006 
Parker Hannifin Corp. 15,400 2,631,860 
Pentair PLC 200,300 8,741,092 
ProPetro Holding Corp. (a) 19,200 312,384 
Snap-On, Inc. 66,000 9,756,120 
Stanley Black & Decker, Inc. 319,470 44,483,003 
Timken Co. 62,900 2,975,170 
Trinity Industries, Inc. 149,500 5,156,255 
Wabtec Corp. (b) 67,928 6,623,659 
  197,336,753 
Professional Services - 0.1%   
Equifax, Inc. 84,361 9,613,780 
Manpower, Inc. 45,600 4,104,000 
Nielsen Holdings PLC 355,080 10,712,764 
TransUnion Holding Co., Inc. 89,224 6,120,766 
  30,551,310 
Road & Rail - 0.9%   
AMERCO 2,900 936,526 
CSX Corp. 654,465 42,311,162 
Kansas City Southern 111,800 11,979,370 
Norfolk Southern Corp. 658,468 99,856,672 
Ryder System, Inc. 46,800 3,139,344 
Union Pacific Corp. 570,850 81,494,546 
  239,717,620 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 132,300 2,825,928 
Fastenal Co. (b) 575,041 30,609,432 
HD Supply Holdings, Inc. (a) 167,900 6,838,567 
United Rentals, Inc. (a) 13,425 2,142,227 
  42,416,154 
TOTAL INDUSTRIALS  2,030,573,424 
INFORMATION TECHNOLOGY - 19.3%   
Communications Equipment - 1.1%   
Arris International PLC (a) 25,200 637,056 
Cisco Systems, Inc. (d) 5,484,220 234,231,036 
Juniper Networks, Inc. 422,000 11,242,080 
Motorola Solutions, Inc. 238,831 25,636,120 
  271,746,292 
Electronic Equipment & Components - 0.3%   
Amphenol Corp. Class A 141,300 12,283,209 
Arrow Electronics, Inc. (a) 63,800 4,728,856 
CDW Corp. 22,400 1,793,120 
Chroma ATE, Inc. 1,178,600 5,875,021 
Corning, Inc. 364,800 9,911,616 
Dell Technologies, Inc. (a) 107,609 8,679,742 
E Ink Holdings, Inc. 337,000 384,851 
Flextronics International Ltd. (a) 168,600 2,341,854 
Jabil, Inc. 100,800 2,850,624 
Keysight Technologies, Inc. (a) 146,200 8,587,788 
Tech Data Corp. (a) 47,100 4,088,751 
Trimble, Inc. (a) 169,300 5,597,058 
Vishay Intertechnology, Inc. 143,700 3,046,440 
  70,168,930 
Internet Software & Services - 3.8%   
Akamai Technologies, Inc. (a) 40,900 3,083,042 
Alibaba Group Holding Ltd. sponsored ADR (a) 50,700 10,039,107 
Alphabet, Inc.:   
Class A (a) 122,306 134,536,600 
Class C (a) 356,185 386,457,163 
Benefitfocus, Inc. (a)(b) 89,000 2,985,950 
eBay, Inc. (a) 1,115,551 42,078,584 
Envestnet, Inc. (a) 100 5,290 
Facebook, Inc. Class A (a) 1,547,678 296,813,687 
GoDaddy, Inc. (a) 63,800 4,567,442 
LogMeIn, Inc. 66,300 7,153,770 
NetEase, Inc. ADR 15,900 3,630,288 
New Relic, Inc. (a) 31,100 3,159,449 
SMS Co., Ltd. 136,600 5,129,485 
Spotify Technology SA (a) 49,452 7,799,075 
Tencent Holdings Ltd. 56,900 2,904,866 
Twitter, Inc. (a) 6,980 242,206 
Velti PLC (a)(e)(f) 147,198 88 
Xunlei Ltd. sponsored ADR (a)(b) 190,300 2,354,011 
Yahoo!, Inc. 381,688 29,451,046 
  942,391,149 
IT Services - 2.7%   
Accenture PLC Class A 452,322 70,444,628 
Alliance Data Systems Corp. 92,678 19,538,376 
Amdocs Ltd. 212,857 14,359,333 
Cognizant Technology Solutions Corp. Class A 966,014 72,789,155 
DXC Technology Co. 123,042 11,333,399 
Fidelity National Information Services, Inc. 259,000 26,474,980 
First Data Corp. Class A (a) 143,670 2,729,730 
Fiserv, Inc. (a) 5,790 420,354 
FleetCor Technologies, Inc. (a) 39,500 7,874,325 
Gartner, Inc. (a) 92,800 12,318,272 
Global Payments, Inc. 1,755 195,086 
IBM Corp. 206,400 29,166,384 
MasterCard, Inc. Class A 373,575 71,024,079 
PayPal Holdings, Inc. (a) 725,152 59,513,225 
Square, Inc. (a) 30,200 1,759,150 
The Western Union Co. 215,000 4,276,350 
Visa, Inc. Class A 1,915,561 250,402,134 
Worldpay, Inc. (a) 205,787 16,353,893 
  670,972,853 
Semiconductors & Semiconductor Equipment - 3.5%   
Advanced Micro Devices, Inc. (a) 338,900 4,653,097 
ams AG 95,600 8,256,364 
Analog Devices, Inc. 288,041 27,991,824 
Applied Materials, Inc. 552,521 28,057,016 
ASM Pacific Technology Ltd. 601,500 7,846,764 
Broadcom, Inc. 514,032 129,572,046 
Cirrus Logic, Inc. (a) 51,700 1,937,716 
Cree, Inc. (a) 66,900 3,118,878 
GlobalWafers Co. Ltd. 95,100 1,880,343 
Himax Technologies, Inc. sponsored ADR (b) 667,400 4,972,130 
Intel Corp. 2,785,336 153,750,547 
International Quantum Epitaxy PLC (a)(b) 959,705 1,398,259 
KLA-Tencor Corp. 253,899 28,748,984 
Lam Research Corp. 306,203 60,683,311 
MACOM Technology Solutions Holdings, Inc. (a)(b) 187,700 4,232,635 
Marvell Technology Group Ltd. 1,238,400 26,675,136 
Maxim Integrated Products, Inc. 106,700 6,257,955 
Mellanox Technologies Ltd. (a) 30,300 2,587,620 
Microchip Technology, Inc. 366,810 35,719,958 
Micron Technology, Inc. (a) 37,595 2,165,096 
Monolithic Power Systems, Inc. 26,300 3,466,603 
Nanya Technology Corp. 2,824,000 9,378,337 
NVIDIA Corp. 274,445 69,212,285 
NXP Semiconductors NV (a) 98,200 11,194,800 
ON Semiconductor Corp. (a) 248,400 6,242,292 
Qorvo, Inc. (a) 37,400 3,001,350 
Qualcomm, Inc. 1,665,564 96,802,580 
Rubicon Technology, Inc. (a)(b) 13,440 102,010 
Semtech Corp. (a) 50,800 2,458,720 
Silicon Laboratories, Inc. (a) 9,200 971,520 
Skyworks Solutions, Inc. 4,300 424,023 
SolarEdge Technologies, Inc. (a) 7,900 441,215 
Teradyne, Inc. 29,400 1,114,554 
Texas Instruments, Inc. 1,234,713 138,176,732 
  883,492,700 
Software - 5.2%   
Activision Blizzard, Inc. 726,850 51,540,934 
Adobe Systems, Inc. (a) 148,765 37,084,139 
Autodesk, Inc. (a) 163,500 21,107,850 
Black Knight, Inc. (a) 154,666 7,826,100 
CA Technologies, Inc. 62,600 2,237,324 
CDK Global, Inc. 132,300 8,513,505 
Citrix Systems, Inc. (a) 142,700 15,071,974 
Electronic Arts, Inc. (a) 501,940 65,708,965 
Intuit, Inc. 249,365 50,271,984 
Microsoft Corp. 7,273,112 718,874,390 
Nintendo Co. Ltd. 16,900 6,917,779 
Nintendo Co. Ltd. ADR 86,000 4,389,440 
Oracle Corp. 1,783,331 83,317,224 
Parametric Technology Corp. (a) 207,700 17,912,048 
Paylocity Holding Corp. (a) 24,000 1,434,000 
Pivotal Software, Inc. 396,565 7,134,204 
Red Hat, Inc. (a) 170,055 27,620,333 
Salesforce.com, Inc. (a) 686,774 88,820,481 
SAP SE sponsored ADR 86,000 9,699,940 
ServiceNow, Inc. (a) 47,940 8,514,623 
Snap, Inc. Class A (a) 92,800 1,056,992 
Symantec Corp. 1,007,203 20,929,678 
Synopsys, Inc. (a) 5,000 440,350 
Tableau Software, Inc. (a) 18,900 1,868,643 
Take-Two Interactive Software, Inc. (a) 231,600 25,957,728 
Workday, Inc. Class A (a) 83,674 10,957,947 
Zendesk, Inc. (a) 73,100 4,085,559 
  1,299,294,134 
Technology Hardware, Storage & Peripherals - 2.7%   
Apple, Inc. 3,265,158 610,160,075 
Hewlett Packard Enterprise Co. 2,690,817 41,008,051 
HP, Inc. 586,300 12,916,189 
NCR Corp. (a) 104,900 3,157,490 
NetApp, Inc. 6,380 435,882 
Seagate Technology LLC 132,000 7,438,200 
Western Digital Corp. 161,042 13,448,617 
Xerox Corp. 140,050 3,806,559 
  692,371,063 
TOTAL INFORMATION TECHNOLOGY  4,830,437,121 
MATERIALS - 2.3%   
Chemicals - 1.5%   
Air Products & Chemicals, Inc. 351,281 56,700,266 
Ashland Global Holdings, Inc. 7,800 606,216 
Cabot Corp. 50,500 3,042,625 
Celanese Corp. Class A 80,900 9,135,228 
CF Industries Holdings, Inc. 274,700 11,301,158 
DowDuPont, Inc. 2,372,822 152,121,618 
Eastman Chemical Co. 231,429 24,140,359 
Huntsman Corp. 215,600 6,892,732 
Innospec, Inc. 61,900 4,747,730 
LyondellBasell Industries NV Class A 500,100 56,071,212 
PPG Industries, Inc. 195,823 19,762,457 
RPM International, Inc. 85,400 4,227,300 
Sherwin-Williams Co. 25,700 9,746,725 
The Chemours Co. LLC 27,800 1,361,922 
Trinseo SA 47,700 3,448,710 
Valvoline, Inc. 131,779 2,693,563 
Westlake Chemical Corp. 19,502 2,256,966 
  368,256,787 
Construction Materials - 0.2%   
Eagle Materials, Inc. 80,800 8,757,104 
Martin Marietta Materials, Inc. 143,200 31,914,984 
nVent Electric PLC (a) 172,500 4,671,300 
Vulcan Materials Co. 129,278 16,513,972 
  61,857,360 
Containers & Packaging - 0.5%   
Ball Corp. 398,082 14,709,130 
Berry Global Group, Inc. (a) 1,118,552 54,014,876 
Crown Holdings, Inc. (a) 238,164 10,322,028 
International Paper Co. 211,000 11,288,500 
Owens-Illinois, Inc. (a) 162,800 3,028,080 
Packaging Corp. of America 81,000 9,517,500 
Sealed Air Corp. 115,600 5,035,536 
Sonoco Products Co. 14,000 715,820 
WestRock Co. 204,145 12,020,058 
  120,651,528 
Metals & Mining - 0.1%   
BHP Billiton Ltd. sponsored ADR (b) 178,100 8,865,818 
First Quantum Minerals Ltd. 308,700 4,845,014 
Newmont Mining Corp. 50,200 1,954,286 
Nucor Corp. 47,700 3,061,863 
Reliance Steel & Aluminum Co. 10,900 1,019,913 
Southern Copper Corp. 81,800 3,999,202 
Steel Dynamics, Inc. 45,105 2,229,540 
  25,975,636 
Paper & Forest Products - 0.0%   
Domtar Corp. 62,600 3,009,182 
Schweitzer-Mauduit International, Inc. 75,400 3,303,274 
  6,312,456 
TOTAL MATERIALS  583,053,767 
REAL ESTATE - 1.6%   
Equity Real Estate Investment Trusts (REITs) - 1.6%   
American Homes 4 Rent Class A 68,100 1,356,552 
American Tower Corp. 138,400 19,150,408 
AvalonBay Communities, Inc. 133,811 22,151,073 
Boston Properties, Inc. 51,600 6,283,332 
Cedar Realty Trust, Inc. 72,100 316,519 
Colony NorthStar, Inc. 98,342 579,234 
Corporate Office Properties Trust (SBI) 102,900 2,870,910 
Corrections Corp. of America 20,900 449,768 
Crown Castle International Corp. 1,500,452 156,272,076 
DDR Corp. 200,000 3,038,000 
Equinix, Inc. 71,600 28,414,460 
Equity Lifestyle Properties, Inc. 14,200 1,290,780 
Equity Residential (SBI) 213,600 13,668,264 
Front Yard Residential Corp. Class B 255,300 2,685,756 
Gaming & Leisure Properties 15,800 554,580 
General Growth Properties, Inc. 386,500 7,838,220 
Healthcare Trust of America, Inc. 75,600 1,939,896 
Hospitality Properties Trust (SBI) 168,700 4,883,865 
Host Hotels & Resorts, Inc. 133,600 2,889,768 
JBG SMITH Properties 65,850 2,429,207 
Mack-Cali Realty Corp. 141,800 2,803,386 
Medical Properties Trust, Inc. 240,400 3,262,228 
Mid-America Apartment Communities, Inc. 75,350 7,049,746 
Omega Healthcare Investors, Inc. 108,400 3,322,460 
Outfront Media, Inc. 50,400 999,936 
Pennsylvania Real Estate Investment Trust (SBI) (b) 65,000 715,650 
Piedmont Office Realty Trust, Inc. Class A 128,500 2,469,770 
Prologis, Inc. 394,400 25,379,640 
Public Storage 44,200 9,363,328 
Regency Centers Corp. 97,700 5,674,416 
Simon Property Group, Inc. 17,200 2,755,784 
SL Green Realty Corp. 88,737 8,653,632 
Spirit Realty Capital, Inc. 311,700 2,730,492 
Store Capital Corp. 97,400 2,610,320 
Sun Communities, Inc. 23,400 2,262,312 
The Macerich Co. 19,600 1,090,348 
Ventas, Inc. 179,800 9,827,868 
VEREIT, Inc. 585,100 4,189,316 
Vornado Realty Trust 330,664 23,050,587 
Weyerhaeuser Co. 171,521 6,402,879 
  403,676,766 
Real Estate Management & Development - 0.0%   
CBRE Group, Inc. (a) 47,500 2,194,025 
Jones Lang LaSalle, Inc. 6,800 1,113,568 
  3,307,593 
TOTAL REAL ESTATE  406,984,359 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 1.0%   
AT&T, Inc. 935,700 30,241,824 
Verizon Communications, Inc. 4,514,880 215,224,330 
Zayo Group Holdings, Inc. (a) 42,800 1,489,440 
  246,955,594 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (a) 241,619 13,458,178 
TOTAL TELECOMMUNICATION SERVICES  260,413,772 
UTILITIES - 2.1%   
Electric Utilities - 1.4%   
American Electric Power Co., Inc. 268,839 18,267,610 
Duke Energy Corp. 82,700 6,381,132 
Edison International 48,200 2,996,112 
Entergy Corp. 140,800 11,392,128 
Eversource Energy 241,400 13,779,112 
Exelon Corp. 874,400 36,191,416 
FirstEnergy Corp. 465,800 16,032,836 
Great Plains Energy, Inc. 134,200 4,554,748 
NextEra Energy, Inc. 1,146,443 190,091,714 
OGE Energy Corp. 4,700 164,594 
PG&E Corp. 129,600 5,615,568 
Pinnacle West Capital Corp. 15,700 1,249,877 
Southern Co. 458,400 20,582,160 
Vistra Energy Corp. (a) 36,642 898,828 
Westar Energy, Inc. 90,600 5,137,020 
Xcel Energy, Inc. 549,642 25,019,704 
  358,354,559 
Gas Utilities - 0.0%   
Atmos Energy Corp. 111,800 9,973,678 
Indraprastha Gas Ltd. (a) 4,402 17,300 
South Jersey Industries, Inc. 46,000 1,523,520 
UGI Corp. 4,100 206,927 
  11,721,425 
Independent Power and Renewable Electricity Producers - 0.1%   
NextEra Energy Partners LP 49,100 2,207,536 
NRG Energy, Inc. 661,708 22,650,265 
The AES Corp. 363,900 4,639,725 
  29,497,526 
Multi-Utilities - 0.5%   
Ameren Corp. 36,400 2,154,516 
Avangrid, Inc. 40,600 2,155,454 
Dominion Resources, Inc. 79,900 5,128,781 
DTE Energy Co. 121,831 12,479,149 
National Grid PLC 1,337,857 14,820,076 
NiSource, Inc. 717,730 18,158,569 
Public Service Enterprise Group, Inc. 331,400 17,557,572 
SCANA Corp. 16,300 591,690 
Sempra Energy 334,552 35,639,825 
WEC Energy Group, Inc. 47,400 2,993,310 
  111,678,942 
Water Utilities - 0.1%   
American Water Works Co., Inc. 171,714 14,276,302 
TOTAL UTILITIES  525,528,754 
TOTAL COMMON STOCKS   
(Cost $13,744,220,297)  19,584,171,468 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(e)(f) 32,084 1,082,299 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A, 6.125% 37,600 2,179,552 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $3,348,003)  3,261,851 
Equity Funds - 20.5%   
Large Blend Funds - 11.2%   
Fidelity SAI U.S. Large Cap Index Fund (g) 50,012,951 728,688,694 
JPMorgan U.S. Large Cap Core Plus Fund Select Class (h) 56,140,280 1,710,594,325 
PIMCO StocksPLUS Absolute Return Fund Institutional Class 33,230,398 363,540,554 
TOTAL LARGE BLEND FUNDS  2,802,823,573 
Large Growth Funds - 8.9%   
Fidelity Growth Company Fund (g) 295,552 58,661,260 
Fidelity SAI U.S. Momentum Index Fund (g) 19,658,778 256,743,644 
Fidelity SAI U.S. Quality Index Fund (g) 139,092,227 1,901,390,732 
TOTAL LARGE GROWTH FUNDS  2,216,795,636 
Sector Funds - 0.4%   
iShares NASDAQ Biotechnology Index ETF (b) 314,156 34,070,218 
SPDR S&P Biotech ETF (b) 760,260 71,973,814 
TOTAL SECTOR FUNDS  106,044,032 
TOTAL EQUITY FUNDS   
(Cost $3,864,316,907)  5,125,663,241 
 Principal Amount  
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.72% to 1.79% 7/12/18 (i)   
(Cost $1,508,029) $1,511,000 1,507,984 
 Shares Value 
Money Market Funds - 1.5%   
Fidelity Cash Central Fund, 1.76% (j) 44,294,853 44,303,712 
Fidelity Securities Lending Cash Central Fund 1.76% (j)(k) 139,130,287 139,144,200 
Invesco Government & Agency Portfolio Institutional Class 1.30% (l) 186,932,993 186,932,993 
TOTAL MONEY MARKET FUNDS   
(Cost $370,379,677)  370,380,905 
TOTAL INVESTMENT IN SECURITIES - 100.4%   
(Cost $17,983,772,913)  25,084,985,449 
NET OTHER ASSETS (LIABILITIES) - (0.4)%  (100,388,724) 
NET ASSETS - 100%  $24,984,596,725 

Written Options       
 Counterparty Number of Contracts Notional Amount Exercise Price Expiration Date Value 
Call Options       
Cisco Systems, Inc. Chicago Board Options Exchange 994 $4,245,374 $48.00 6/15/18 $(497) 
JPMorgan Chase & Co. Chicago Board Options Exchange 1,178 12,605,778 120.00 6/15/18 (2,356) 
Morgan Stanley Chicago Board Options Exchange 679 3,404,506 60.00 6/15/18 (340) 
TOTAL WRITTEN OPTIONS      $(3,193) 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 167 June 2018 $22,590,925 $405,647 $405,647 

The notional amount of futures purchased as a percentage of Net Assets is 0.1%

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 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 $1,101,837 or 0.0% of net assets.

 (d) 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 $20,255,658.

 (e) 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 $2,576,231 or 0.0% of net assets.

 (f) Level 3 security

 (g) Affiliated Fund

 (h) 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.

 (i) 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 $1,001,996.

 (j) 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.

 (k) Investment made with cash collateral received from securities on loan.

 (l) 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 
Amneal Pharmaceuticals, Inc. 5/4/18 $1,381,087 
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 $522,310 
Fidelity Securities Lending Cash Central Fund 1,300,956 
Total $1,823,266 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Growth Company Fund $45,577,002 $2,386,533 $-- $2,386,533 $-- $10,697,725 $58,661,260 
Fidelity SAI U.S. Large Cap Index Fund 100,857,121 2,051,092,652 1,450,240,956 4,147,705 4,864,171 22,115,706 728,688,694 
Fidelity SAI U.S. Momentum Index Fund -- 213,023,017 -- 2,070,837 -- 43,720,627 256,743,644 
Fidelity SAI U.S. Quality Index Fund 1,630,628,264 285,119,610 200,000,000 59,119,633 20,454,508 165,188,350 1,901,390,732 
Total $1,777,062,387 $2,551,621,812 $1,650,240,956 $67,724,708 $25,318,679 $241,722,408 $2,945,484,330 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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 $2,510,008,537 $2,508,926,238 $-- $1,082,299 
Consumer Staples 986,556,782 976,942,957 9,613,825 -- 
Energy 1,382,370,387 1,382,370,387 -- -- 
Financials 3,362,496,755 3,362,496,755 -- -- 
Health Care 2,709,009,661 2,674,758,782 34,250,879 -- 
Industrials 2,030,573,424 2,027,942,724 2,630,700 -- 
Information Technology 4,830,437,121 4,812,767,624 17,669,409 88 
Materials 583,053,767 583,053,767 -- -- 
Real Estate 406,984,359 406,984,359 -- -- 
Telecommunication Services 260,413,772 260,413,772 -- -- 
Utilities 525,528,754 525,528,754 -- -- 
Equity Funds 5,125,663,241 5,125,663,241 -- -- 
Other Short-Term Investments 1,507,984 -- 1,507,984 -- 
Money Market Funds 370,380,905 370,380,905 -- -- 
Total Investments in Securities: $25,084,985,449 $25,018,230,265 $65,672,797 $1,082,387 
Derivative Instruments:     
Assets     
Futures Contracts $405,647 $405,647 $-- $-- 
Total Assets $405,647 $405,647 $-- $-- 
Liabilities     
Written Options $(3,193) $(3,193) $-- $-- 
Total Liabilities $(3,193) $(3,193) $-- $-- 
Total Derivative Instruments: $402,454 $402,454 $-- $-- 

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, 2018. 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) $405,647 $0 
Written Options(b) (3,193) 
Total Equity Risk 405,647 (3,193) 
Total Value of Derivatives $405,647 $(3,193) 

 (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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value (including securities loaned of $136,279,405) — See accompanying schedule:
Unaffiliated issuers (cost $15,378,680,480) 
$21,956,053,207  
Fidelity Central Funds (cost $183,446,684) 183,447,912  
Other affiliated issuers (cost $2,421,645,749) 2,945,484,330  
Total Investment in Securities (cost $17,983,772,913)  $25,084,985,449 
Cash  21,825 
Foreign currency held at value (cost $140,015)  140,354 
Receivable for investments sold  220,315,320 
Receivable for fund shares sold  10,476,128 
Dividends receivable  38,533,642 
Interest receivable  250,157 
Distributions receivable from Fidelity Central Funds  137,984 
Other receivables  643,175 
Total assets  25,355,504,034 
Liabilities   
Payable for investments purchased $215,366,846  
Payable for fund shares redeemed 11,433,015  
Accrued management fee 4,263,494  
Payable for daily variation margin on futures contracts 159,485  
Written options, at value (premium received $734,124) 3,193  
Other payables and accrued expenses 521,723  
Collateral on securities loaned 139,159,553  
Total liabilities  370,907,309 
Net Assets  $24,984,596,725 
Net Assets consist of:   
Paid in capital  $16,924,843,507 
Undistributed net investment income  134,233,540 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  823,242,836 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  7,102,276,842 
Net Assets, for 1,358,184,401 shares outstanding  $24,984,596,725 
Net Asset Value, offering price and redemption price per share ($24,984,596,725 ÷ 1,358,184,401 shares)  $18.40 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $359,642,608 
Affiliated issuers  27,810,815 
Interest  3,023,831 
Income from Fidelity Central Funds  1,823,266 
Total income  392,300,520 
Expenses   
Management fee $112,652,595  
Independent trustees' fees and expenses 303,011  
Miscellaneous 67,189  
Total expenses before reductions 113,022,795  
Expense reductions (61,505,963)  
Total expenses after reductions  51,516,832 
Net investment income (loss)  340,783,688 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,424,096,929  
Fidelity Central Funds (15,360)  
Other affiliated issuers 25,318,679  
Foreign currency transactions 86,619  
Futures contracts 25,407,156  
Written options 2,361,702  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 277,779,221  
Affiliated issuers 39,913,893  
Total net realized gain (loss)  1,794,948,839 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (net of increase in deferred foreign taxes of $42,646) 906,340,247  
Affiliated issuers 241,722,408  
Assets and liabilities in foreign currencies (4,236)  
Futures contracts (2,120,226)  
Written options 757,848  
Total change in net unrealized appreciation (depreciation)  1,146,696,041 
Net gain (loss)  2,941,644,880 
Net increase (decrease) in net assets resulting from operations  $3,282,428,568 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $340,783,688 $323,952,777 
Net realized gain (loss) 1,794,948,839 1,255,945,445 
Change in net unrealized appreciation (depreciation) 1,146,696,041 2,309,861,220 
Net increase (decrease) in net assets resulting from operations 3,282,428,568 3,889,759,442 
Distributions to shareholders from net investment income (310,751,726) (280,132,089) 
Distributions to shareholders from net realized gain (1,461,353,123) (376,121,471) 
Total distributions (1,772,104,849) (656,253,560) 
Share transactions   
Proceeds from sales of shares 3,718,227,839 2,346,107,317 
Reinvestment of distributions 1,766,119,610 654,632,342 
Cost of shares redeemed (5,167,982,110) (6,713,197,504) 
Net increase (decrease) in net assets resulting from share transactions 316,365,339 (3,712,457,845) 
Total increase (decrease) in net assets 1,826,689,058 (478,951,963) 
Net Assets   
Beginning of period 23,157,907,667 23,636,859,630 
End of period $24,984,596,725 $23,157,907,667 
Other Information   
Undistributed net investment income end of period $134,233,540 $123,480,985 
Shares   
Sold 207,114,947 146,302,124 
Issued in reinvestment of distributions 101,160,959 41,453,021 
Redeemed (286,886,998) (419,083,144) 
Net increase (decrease) 21,388,908 (231,327,999) 

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


Financial Highlights

Strategic Advisers Core Fund

      
Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $17.32 $15.07 $16.12 $15.56 $14.00 
Income from Investment Operations      
Net investment income (loss)A .25 .22 .19 .19 .16 
Net realized and unrealized gain (loss) 2.18 2.48 (.37) 1.51 2.52 
Total from investment operations 2.43 2.70 (.18) 1.70 2.68 
Distributions from net investment income (.24) (.19) (.19) (.16) (.14) 
Distributions from net realized gain (1.11) (.26) (.68) (.98) (.98) 
Total distributions (1.35) (.45) (.87) (1.14) (1.12) 
Net asset value, end of period $18.40 $17.32 $15.07 $16.12 $15.56 
Total ReturnB 14.59% 18.22% (1.10)% 11.37% 20.15% 
Ratios to Average Net AssetsC,D      
Expenses before reductions .47% .46% .43% .42% .46% 
Expenses net of fee waivers, if any .21% .21% .18% .17% .20% 
Expenses net of all reductions .21% .21% .18% .17% .20% 
Net investment income (loss) 1.41% 1.40% 1.32% 1.22% 1.07% 
Supplemental Data      
Net assets, end of period (000 omitted) $24,984,597 $23,157,908 $23,636,860 $24,497,753 $14,197,329 
Portfolio turnover rateE 98% 100% 85% 104% 109% 

 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, 2018

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 certain clients of Strategic Advisers LLC (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, 2018 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 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), certain independent Trustees have elected 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, 2018, 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 short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, and exchanges and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $7,344,169,351 
Gross unrealized depreciation (393,069,119) 
Net unrealized appreciation (depreciation) $6,951,100,232 
Tax Cost $18,133,882,024 

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

Undistributed ordinary income $250,118,044 
Undistributed long-term capital gain $859,063,147 
Net unrealized appreciation (depreciation) on securities and other investments $6,951,088,309 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $569,158,031 $ 331,699,801 
Long-term Capital Gains 1,202,946,818 324,553,759 
Total $1,772,104,849 $ 656,253,560 

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts and exchange-traded options are not covered by the ISDA Master Agreement; however 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 $25,407,156 $(2,120,226) 
Written Options 2,361,702 757,848 
Totals $27,768,858 $(1,362,378) 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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 and OTC 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 presented in 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" and are representative of volume of activity during the period.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $23,286,625,902 and $23,940,527,976, 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 .47% of the Fund's average net assets. The investment adviser pays all other expenses, except the compensation of the independent Trustees and certain miscellaneous expenses such as proxy and shareholder meeting expenses. 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 (through December 1, 2017), 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), Boston Partners Global Investors, 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.

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 $78,832 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.

Prior Fiscal Year Exchanges In-Kind. During the prior period, the Fund redeemed shares of the funds noted in the following table in exchange for investments and cash. The Fund had a total net realized loss on the Fund's redemptions of the funds, noted in the following table. 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 $5,073.

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 Money Market Central Funds 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 $67,189 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 $1,300,956.

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, 2020. During the period, this waiver reduced the Fund's management fee by $60,323,223.

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 $720,231.

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 $293,276 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 $6,830.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $162,403.

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 12% and 29% of the total outstanding shares of Fidelity SAI U.S. Momentum Index Fund and Fidelity SAI U.S. Quality Index Fund, respectively.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Core Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended May 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the five years in the period ended May 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 16, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Actual .21% $1,000.00 $1,032.30 $1.06 
Hypothetical-C  $1,000.00 $1,023.88 $1.06 

 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 9, 2018, to shareholders of record at the opening of business on July 6, 2018, a distribution of $.739 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.102 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $1,412,521,846, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 52%, and 58% 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 56% and 63% 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 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Fund

On March 8, 2018, 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 (i) the existing sub-advisory agreement with LSV Asset Management (LSV) for the fund (an Amended Sub-Advisory Agreement), which may lower the amount of fees to be paid by Strategic Advisers to LSV, on behalf of the fund by allowing for the aggregation of the fund's assets with the assets of a separately managed account for which LSV serves as model provider and (ii) an amendment to the fee schedule in the existing sub-advisory agreement with OppenheimerFunds, Inc. (Oppenheimer) for the fund (an Amended Advisory Sub-Advisory Agreement), which will lower the amount of fees to be paid by Strategic Advisers to Oppenheimer, on behalf of the fund, at all asset levels. The terms of each Amended Sub-Advisory Agreement are identical to those of the existing respective sub-advisory agreement with each sub-adviser, except with respect to the date of execution and the fee schedule.

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

In considering whether to approve each Amended Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Amended Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under each 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 each 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 considered that it reviewed information regarding LSV and Oppenheimer, including the backgrounds of their investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the current sub-advisory agreement at its September 2017 Board meeting.

The Board considered that each Amended Sub-Advisory Agreement will not result in any changes to the nature, extent and quality of the services provided to the fund. The Board also considered each sub-adviser's representation that the respective Amended Sub-Advisory Agreement would not result in any changes to (i) the investment process or strategies employed in the management of the fund's assets or

(ii) the day-to-day management of the fund or the persons primarily responsible for such management.

Investment Performance.  The Board considered that it previously received information regarding each sub-adviser's historical investment performance of its portion of fund and/or the performance of the strategy. The Board did not consider performance to be a material factor in its decision to approve each Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreements would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.

The Board considered that the new fee schedule is expected to lower the amount of fees paid by Strategic Advisers to Oppenheimer under the Amended Sub-Advisory Agreement, on behalf of the fund. The Board also considered that the new fee schedule with LSV will not result in any immediate reduction to the fund's total management fee or total fund expenses under the Amended Sub-Advisory Agreement, but may in the future as assets increase.

The Board also considered that each Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' contractual management fee waiver for the fund. The Board also considered that each Amended Sub-Advisory Agreement has the potential to reduce total net fund expenses by the same amount as any resulting decrease in the fund's management fee. 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 under each Amended Sub-Advisory Agreement and the other factors considered.

Because each Amended Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each 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 from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to each sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreements at its September Board meeting.

Possible Economies of Scale.  The Board considered that each Amended Sub-Advisory Agreement, like the current sub-advisory agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to LSV and Oppenheimer as assets allocated to each sub-adviser grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2017 Board meeting.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all

factors it believed relevant, the Board ultimately concluded that each Amended Sub-Advisory Agreement's fee structure continues to bear a reasonable relationship to the services rendered to the fund and that each 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 each Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SAI-COR-ANN-0718
1.902940.109


Strategic Advisers® Growth Fund

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



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Growth Fund 20.30% 14.91% 14.83% 

 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

$30,241Strategic Advisers® Growth Fund

$33,016Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund gained 20.30%, trailing the 21.02% return of the benchmark Russell 1000® Growth Index. Underlying managers employing aggressive-growth strategies delivered the best results this period. Unfortunately, the Fund did not have enough exposure to these strategies to keep pace with the benchmark. Also, managers with a valuation focus in their investment approaches hindered relative performance amid the growth-led market environment. The Focused Growth strategy managed by sub-adviser FIAM® was the primary relative detractor. Its valuation-driven GARP (growth at a reasonable price) strategy was out of favor during the period, and was also hurt by selections across several market sectors. Fidelity SAI® U.S. Quality Index Fund – which we held to enhance the Fund’s higher-quality exposure – also worked against relative performance this period. This fund's defensively oriented holdings dampened its performance versus our growth benchmark. On the plus side, Fidelity® Growth Company Fund was the top relative contributor, as its aggressive, all-cap growth strategy yielded strong picks in information technology, consumer discretionary and health care. In November, most of the assets from FIAM’s Focused Growth strategy were reallocated to the Fund’s other sub-advisers.

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, 2018

(excluding cash equivalents) % of fund's net assets 
Fidelity Growth Company Fund 19.2 
Fidelity SAI U.S. Quality Index Fund 9.5 
Columbia Select Large Cap Growth Fund Class R5 5.3 
Microsoft Corp. 3.6 
Amazon.com, Inc. 3.5 
Apple, Inc. 3.1 
Facebook, Inc. Class A 2.7 
Fidelity SAI U.S. Momentum Index Fund 1.9 
Alphabet, Inc. Class C 1.8 
Janus Henderson Enterprise Fund 1.8 
 52.4 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Information Technology 26.5 
Consumer Discretionary 10.2 
Health Care 9.0 
Industrials 6.1 
Consumer Staples 4.3 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 61.5% 
   Preferred Stocks 0.1% 
   Large Growth Funds 35.9% 
   Mid-Cap Growth Funds 1.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.7% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 61.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 10.1%   
Auto Components - 0.5%   
Lear Corp. 268,789 $53,220,222 
Automobiles - 0.1%   
Thor Industries, Inc. 114,085 10,564,271 
Hotels, Restaurants & Leisure - 2.4%   
Domino's Pizza, Inc. 117,462 29,539,344 
Marriott International, Inc. Class A 266,508 36,074,523 
McDonald's Corp. 397,556 63,612,936 
Norwegian Cruise Line Holdings Ltd. (a) 43,494 2,276,476 
Royal Caribbean Cruises Ltd. 80,082 8,407,008 
Starbucks Corp. 1,149,594 65,147,492 
Wyndham Worldwide Corp. 285,214 30,928,606 
Yum China Holdings, Inc. 412,024 16,192,543 
Yum! Brands, Inc. 247,857 20,158,210 
  272,337,138 
Household Durables - 0.4%   
D.R. Horton, Inc. 1,005,984 42,462,585 
Internet & Direct Marketing Retail - 4.0%   
Amazon.com, Inc. (a) 252,363 411,255,792 
Netflix, Inc. (a) 18,977 6,672,313 
The Booking Holdings, Inc. (a) 20,934 44,148,131 
  462,076,236 
Media - 0.5%   
Comcast Corp. Class A 2,002,236 62,429,718 
Multiline Retail - 0.2%   
Kohl's Corp. 398,891 26,625,974 
Specialty Retail - 1.6%   
Home Depot, Inc. 524,627 97,869,167 
Michaels Companies, Inc. (a) 1,064,268 19,539,960 
Ross Stores, Inc. 626,380 49,408,854 
TJX Companies, Inc. 193,438 17,471,320 
  184,289,301 
Textiles, Apparel & Luxury Goods - 0.4%   
PVH Corp. 320,664 51,306,240 
TOTAL CONSUMER DISCRETIONARY  1,165,311,685 
CONSUMER STAPLES - 4.3%   
Beverages - 1.6%   
Constellation Brands, Inc. Class A (sub. vtg.) 150,876 33,657,418 
Monster Beverage Corp. (a) 757,665 38,762,141 
PepsiCo, Inc. 460,563 46,171,441 
The Coca-Cola Co. 1,643,085 70,652,655 
  189,243,655 
Food & Staples Retailing - 0.8%   
Costco Wholesale Corp. 206,487 40,933,983 
Walgreens Boots Alliance, Inc. 417,174 26,027,486 
Walmart, Inc. 239,777 19,791,194 
  86,752,663 
Food Products - 1.2%   
Archer Daniels Midland Co. 761,402 33,288,495 
Danone SA sponsored ADR (b) 2,239,133 34,381,887 
General Mills, Inc. 436,630 18,465,083 
Tyson Foods, Inc. Class A 710,062 47,907,883 
  134,043,348 
Household Products - 0.5%   
Colgate-Palmolive Co. 370,518 23,375,981 
Kimberly-Clark Corp. 92,807 9,359,586 
Procter & Gamble Co. 374,089 27,372,092 
  60,107,659 
Tobacco - 0.2%   
Philip Morris International, Inc. 334,152 26,578,450 
TOTAL CONSUMER STAPLES  496,725,775 
ENERGY - 0.8%   
Energy Equipment & Services - 0.3%   
Schlumberger Ltd. 518,211 35,585,549 
Oil, Gas & Consumable Fuels - 0.5%   
Marathon Petroleum Corp. 263,612 20,833,256 
Valero Energy Corp. 298,600 36,190,320 
  57,023,576 
TOTAL ENERGY  92,609,125 
FINANCIALS - 2.8%   
Banks - 0.4%   
Bank of America Corp. 1,157,508 33,614,032 
Zions Bancorporation 301,017 16,498,742 
  50,112,774 
Capital Markets - 1.4%   
Affiliated Managers Group, Inc. 87,986 14,012,650 
Bank of New York Mellon Corp. 593,054 32,469,707 
E*TRADE Financial Corp. (a) 599,000 37,946,650 
FactSet Research Systems, Inc. 101,252 20,352,665 
SEI Investments Co. 527,095 33,618,119 
State Street Corp. 217,924 20,944,676 
  159,344,467 
Consumer Finance - 0.5%   
American Express Co. 137,276 13,494,231 
Discover Financial Services 367,051 27,110,387 
Synchrony Financial 506,454 17,538,502 
  58,143,120 
Insurance - 0.5%   
MetLife, Inc. 433,285 19,926,777 
Progressive Corp. 311,952 19,369,100 
Prudential Financial, Inc. 204,093 19,764,366 
  59,060,243 
TOTAL FINANCIALS  326,660,604 
HEALTH CARE - 9.0%   
Biotechnology - 2.5%   
AbbVie, Inc. 535,542 52,986,525 
Amgen, Inc. 539,469 96,899,422 
Biogen, Inc. (a) 185,335 54,481,077 
Celgene Corp. (a) 517,092 40,684,799 
Regeneron Pharmaceuticals, Inc. (a) 106,947 32,118,323 
Vertex Pharmaceuticals, Inc. (a) 57,095 8,792,630 
  285,962,776 
Health Care Equipment & Supplies - 1.5%   
Align Technology, Inc. (a) 93,937 31,182,387 
Edwards Lifesciences Corp. (a) 547,072 75,118,456 
Medtronic PLC 164,722 14,218,803 
The Cooper Companies, Inc. 152,027 34,405,230 
Varian Medical Systems, Inc. (a) 184,011 21,689,377 
  176,614,253 
Health Care Providers & Services - 2.6%   
Aetna, Inc. 235,147 41,416,441 
CVS Health Corp. 196,571 12,460,636 
Express Scripts Holding Co. (a) 61,555 4,666,485 
HCA Holdings, Inc. 250,680 25,855,135 
Humana, Inc. 35,138 10,224,455 
Laboratory Corp. of America Holdings (a) 229,958 41,528,115 
McKesson Corp. 110,711 15,714,319 
UnitedHealth Group, Inc. 537,159 129,729,270 
Wellcare Health Plans, Inc. (a) 93,050 20,626,394 
  302,221,250 
Health Care Technology - 0.2%   
Cerner Corp. (a) 410,057 24,472,202 
Life Sciences Tools & Services - 0.5%   
Thermo Fisher Scientific, Inc. 298,677 62,205,459 
Pharmaceuticals - 1.7%   
Bristol-Myers Squibb Co. 157,849 8,306,014 
Eli Lilly & Co. 496,672 42,236,987 
Johnson & Johnson 279,514 33,435,465 
Merck & Co., Inc. 933,440 55,567,683 
Novartis AG sponsored ADR 247,867 18,471,049 
Novo Nordisk A/S Series B sponsored ADR 725,476 34,489,129 
  192,506,327 
TOTAL HEALTH CARE  1,043,982,267 
INDUSTRIALS - 6.1%   
Aerospace & Defense - 2.3%   
General Dynamics Corp. 85,782 17,303,087 
Lockheed Martin Corp. 68,688 21,605,124 
Northrop Grumman Corp. 160,701 52,589,402 
Textron, Inc. 349,832 23,291,815 
The Boeing Co. 427,757 150,638,905 
  265,428,333 
Air Freight & Logistics - 0.4%   
Expeditors International of Washington, Inc. 508,217 37,852,002 
United Parcel Service, Inc. Class B 113,462 13,175,207 
  51,027,209 
Airlines - 0.3%   
Delta Air Lines, Inc. 680,805 36,797,510 
Building Products - 0.3%   
Owens Corning 520,796 32,924,723 
Machinery - 1.8%   
Allison Transmission Holdings, Inc. 310,327 12,819,608 
Caterpillar, Inc. 388,903 59,078,255 
Deere & Co. 218,450 32,660,460 
Illinois Tool Works, Inc. 161,250 23,171,625 
Ingersoll-Rand PLC 512,074 44,826,958 
Oshkosh Corp. 261,051 18,991,460 
Stanley Black & Decker, Inc. 87,986 12,251,171 
  203,799,537 
Road & Rail - 0.4%   
Kansas City Southern 40,048 4,291,143 
Union Pacific Corp. 338,966 48,390,786 
  52,681,929 
Trading Companies & Distributors - 0.6%   
United Rentals, Inc. (a) 347,149 55,394,566 
Univar, Inc. (a) 512,906 13,986,947 
  69,381,513 
TOTAL INDUSTRIALS  712,040,754 
INFORMATION TECHNOLOGY - 26.5%   
Communications Equipment - 0.7%   
Cisco Systems, Inc. 2,021,977 86,358,638 
Internet Software & Services - 7.6%   
Alibaba Group Holding Ltd. sponsored ADR (a) 422,870 83,732,489 
Alphabet, Inc.:   
Class A (a) 179,926 197,918,600 
Class C (a) 190,240 206,408,498 
Dropbox, Inc. Class B 209,841 5,663,818 
eBay, Inc. (a) 1,017,632 38,385,079 
Facebook, Inc. Class A (a) 1,632,575 313,095,234 
SurveyMonkey (a)(c)(d) 163,411 1,884,129 
Twitter, Inc. (a) 641,900 22,273,930 
VeriSign, Inc. (a) 66,226 8,638,519 
  878,000,296 
IT Services - 4.8%   
Accenture PLC Class A 207,581 32,328,665 
Amdocs Ltd. 357,226 24,098,466 
Automatic Data Processing, Inc. 84,600 10,999,692 
Cognizant Technology Solutions Corp. Class A 443,864 33,445,152 
DXC Technology Co. 333,822 30,748,344 
Fidelity National Information Services, Inc. 169,984 17,375,764 
Fiserv, Inc. (a) 536,166 38,925,652 
Global Payments, Inc. 418,618 46,533,577 
MasterCard, Inc. Class A 436,545 82,995,935 
Total System Services, Inc. 393,232 33,499,434 
Visa, Inc. Class A 1,209,001 158,040,611 
Worldpay, Inc. (a) 548,763 43,610,196 
  552,601,488 
Semiconductors & Semiconductor Equipment - 2.7%   
Applied Materials, Inc. 1,122,520 57,001,566 
KLA-Tencor Corp. 145,769 16,505,424 
Lam Research Corp. 243,786 48,313,509 
Micron Technology, Inc. (a) 495,800 28,553,122 
NVIDIA Corp. 428,243 107,998,602 
Qualcomm, Inc. 572,869 33,295,146 
Texas Instruments, Inc. 144,855 16,210,723 
  307,878,092 
Software - 7.1%   
Activision Blizzard, Inc. 474,124 33,620,133 
Adobe Systems, Inc. (a) 470,312 117,239,375 
Autodesk, Inc. (a) 362,423 46,788,809 
Electronic Arts, Inc. (a) 484,640 63,444,222 
Microsoft Corp. 4,252,685 420,335,385 
Oracle Corp. 1,162,753 54,323,820 
Salesforce.com, Inc. (a) 332,075 42,947,260 
Synopsys, Inc. (a) 458,418 40,372,873 
Take-Two Interactive Software, Inc. (a) 53,140 5,955,931 
  825,027,808 
Technology Hardware, Storage & Peripherals - 3.6%   
Apple, Inc. 1,923,654 359,473,223 
NetApp, Inc. 587,344 40,127,342 
Western Digital Corp. 276,903 23,124,170 
  422,724,735 
TOTAL INFORMATION TECHNOLOGY  3,072,591,057 
MATERIALS - 1.3%   
Chemicals - 0.7%   
CF Industries Holdings, Inc. 628,435 25,853,816 
Huntsman Corp. 124,631 3,984,453 
LyondellBasell Industries NV Class A 354,509 39,747,549 
Westlake Chemical Corp. 118,560 13,720,949 
  83,306,767 
Containers & Packaging - 0.2%   
Berry Global Group, Inc. (a) 124,627 6,018,238 
Owens-Illinois, Inc. (a) 748,955 13,930,563 
Sealed Air Corp. 53,435 2,327,629 
  22,276,430 
Metals & Mining - 0.4%   
Steel Dynamics, Inc. 873,084 43,156,542 
TOTAL MATERIALS  148,739,739 
REAL ESTATE - 0.5%   
Equity Real Estate Investment Trusts (REITs) - 0.5%   
Extra Space Storage, Inc. 156,458 15,059,083 
SBA Communications Corp. Class A (a) 172,019 27,191,043 
Simon Property Group, Inc. 87,959 14,092,791 
  56,342,917 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 1,088,302 13,875,851 
TOTAL COMMON STOCKS   
(Cost $4,043,766,081)  7,128,879,774 
Convertible Preferred Stocks - 0.1%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc. Series D (a)(c)(d)   
(Cost $4,024,850) 98,859 10,617,457 
Equity Funds - 37.7%   
Large Growth Funds - 35.9%   
Columbia Select Large Cap Growth Fund Class R5 32,403,090 614,038,550 
Fidelity Growth Company Fund (e) 11,207,796 2,224,523,372 
Fidelity SAI U.S. Momentum Index Fund (e) 17,505,748 228,625,066 
Fidelity SAI U.S. Quality Index Fund (e) 80,720,796 1,103,453,284 
TOTAL LARGE GROWTH FUNDS  4,170,640,272 
Mid-Cap Growth Funds - 1.8%   
Janus Henderson Enterprise Fund 1,629,272 204,815,820 
TOTAL EQUITY FUNDS   
(Cost $2,963,074,488)  4,375,456,092 
 Principal Amount  
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.69% 7/5/18   
(Cost $294,530) $295,000 294,515 
 Shares  
Money Market Funds - 0.5%   
Fidelity Securities Lending Cash Central Fund 1.76% (f)(g) 144,298 144,312 
Invesco Government & Agency Portfolio Institutional Class 1.64%(h) 61,806,351 61,806,351 
TOTAL MONEY MARKET FUNDS   
(Cost $61,950,663)  61,950,663 
TOTAL INVESTMENT IN SECURITIES - 99.8%   
(Cost $7,073,110,612)  11,577,198,501 
NET OTHER ASSETS (LIABILITIES) - 0.2%  23,933,847 
NET ASSETS - 100%  $11,601,132,348 

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 $12,501,586 or 0.1% of net assets.

 (d) Level 3 security

 (e) Affiliated Fund

 (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 
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 $81,603 
Total $81,603 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Growth Company Fund $1,701,841,148 $120,500,943 $-- $90,500,943 $-- $402,181,281 $2,224,523,372 
Fidelity SAI U.S. Momentum Index Fund -- 346,965,951 140,000,000 1,965,951 1,323,700 20,335,415 228,625,066 
Fidelity SAI U.S. Quality Index Fund 988,570,199 387,725,597 406,628,819 41,392,582 19,047,292 114,739,015 1,103,453,284 
Total $2,690,411,347 $855,192,491 $546,628,819 $133,859,476 $20,370,992 $537,255,711 $3,556,601,722 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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 $1,175,929,142 $1,165,311,685 $-- $10,617,457 
Consumer Staples 496,725,775 496,725,775 -- -- 
Energy 92,609,125 92,609,125 -- -- 
Financials 326,660,604 326,660,604 -- -- 
Health Care 1,043,982,267 1,043,982,267 -- -- 
Industrials 712,040,754 712,040,754 -- -- 
Information Technology 3,072,591,057 3,065,043,110 5,663,818 1,884,129 
Materials 148,739,739 148,739,739 -- -- 
Real Estate 56,342,917 56,342,917 -- -- 
Utilities 13,875,851 13,875,851 -- -- 
Equity Funds 4,375,456,092 4,375,456,092 -- -- 
Other Short-Term Investments 294,515 -- 294,515 -- 
Money Market Funds 61,950,663 61,950,663 -- -- 
Total Investments in Securities: $11,577,198,501 $11,558,738,582 $5,958,333 $12,501,586 

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


Financial Statements

Statement of Assets and Liabilities

  May 31, 2018 
Assets   
Investment in securities, at value (including securities loaned of $137,393) — See accompanying schedule:
Unaffiliated issuers (cost $4,795,573,262) 
$8,020,452,467  
Fidelity Central Funds (cost $144,312) 144,312  
Other affiliated issuers (cost $2,277,393,038) 3,556,601,722  
Total Investment in Securities (cost $7,073,110,612)  $11,577,198,501 
Foreign currency held at value (cost $13,672)  15,014 
Receivable for investments sold  15,868,894 
Receivable for fund shares sold  4,712,893 
Dividends receivable  10,192,008 
Interest receivable  67,567 
Distributions receivable from Fidelity Central Funds  21,314 
Prepaid expenses  57,647 
Other receivables  413,726 
Total assets  11,608,547,564 
Liabilities   
Payable for fund shares redeemed $4,832,474  
Accrued management fee 1,087,067  
Transfer agent fee payable 936,024  
Other affiliated payables 112,249  
Other payables and accrued expenses 303,402  
Collateral on securities loaned 144,000  
Total liabilities  7,415,216 
Net Assets  $11,601,132,348 
Net Assets consist of:   
Paid in capital  $6,247,971,575 
Undistributed net investment income  25,423,566 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  823,647,976 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  4,504,089,231 
Net Assets, for 584,748,784 shares outstanding  $11,601,132,348 
Net Asset Value, offering price and redemption price per share ($11,601,132,348 ÷ 584,748,784 shares)  $19.84 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $90,484,839 
Affiliated issuers  17,634,186 
Interest  1,599,724 
Income from Fidelity Central Funds  81,603 
Total income  109,800,352 
Expenses   
Management fee $42,781,927  
Transfer agent fees 11,847,362  
Accounting and security lending fees 1,348,722  
Custodian fees and expenses 100,841  
Independent trustees' fees and expenses 144,124  
Registration fees 112,100  
Audit 77,970  
Legal 57,620  
Miscellaneous 111,652  
Total expenses before reductions 56,582,318  
Expense reductions (28,924,398)  
Total expenses after reductions  27,657,920 
Net investment income (loss)  82,142,432 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,127,357,093  
Fidelity Central Funds (5,577)  
Other affiliated issuers 20,370,992  
Foreign currency transactions (8)  
Futures contracts 21,918,265  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 60,564,041  
Affiliated issuers 116,225,290  
Total net realized gain (loss)  1,346,430,096 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 158,450,789  
Fidelity Central Funds 387  
Other affiliated issuers 537,255,711  
Assets and liabilities in foreign currencies 587  
Futures contracts (4,651,364)  
Total change in net unrealized appreciation (depreciation)  691,056,110 
Net gain (loss)  2,037,486,206 
Net increase (decrease) in net assets resulting from operations  $2,119,628,638 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $82,142,432 $95,478,042 
Net realized gain (loss) 1,346,430,096 1,205,172,331 
Change in net unrealized appreciation (depreciation) 691,056,110 681,903,263 
Net increase (decrease) in net assets resulting from operations 2,119,628,638 1,982,553,636 
Distributions to shareholders from net investment income (83,336,854) (93,952,653) 
Distributions to shareholders from net realized gain (835,648,765) (947,878,670) 
Total distributions (918,985,619) (1,041,831,323) 
Share transactions   
Proceeds from sales of shares 1,625,484,486 1,262,990,627 
Reinvestment of distributions 915,025,337 1,038,085,983 
Cost of shares redeemed (3,104,974,374) (3,239,442,386) 
Net increase (decrease) in net assets resulting from share transactions (564,464,551) (938,365,776) 
Total increase (decrease) in net assets 636,178,468 2,356,537 
Net Assets   
Beginning of period 10,964,953,880 10,962,597,343 
End of period $11,601,132,348 $10,964,953,880 
Other Information   
Undistributed net investment income end of period $25,423,566 $31,676,597 
Shares   
Sold 86,286,096 76,190,260 
Issued in reinvestment of distributions 51,303,699 64,942,406 
Redeemed (164,358,613) (193,497,248) 
Net increase (decrease) (26,768,818) (52,364,582) 

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


Financial Highlights

Strategic Advisers Growth Fund

      
Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $17.93 $16.51 $17.60 $16.51 $14.71 
Income from Investment Operations      
Net investment income (loss)A .13 .15 .13 .12 .12 
Net realized and unrealized gain (loss) 3.31 2.89 (.23) 2.10 3.01 
Total from investment operations 3.44 3.04 (.10) 2.22 3.13 
Distributions from net investment income (.14) (.15) (.12) (.12) (.10) 
Distributions from net realized gain (1.39) (1.47) (.88) (1.01) (1.23) 
Total distributions (1.53) (1.62) (.99)B (1.13) (1.33) 
Net asset value, end of period $19.84 $17.93 $16.51 $17.60 $16.51 
Total ReturnC 20.30% 19.87% (.62)% 13.99% 22.64% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .49% .54% .57% .56% .56% 
Expenses net of fee waivers, if any .24% .28% .32% .31% .31% 
Expenses net of all reductions .24% .28% .32% .31% .31% 
Net investment income (loss) .72% .89% .79% .73% .75% 
Supplemental Data      
Net assets, end of period (000 omitted) $11,601,132 $10,964,954 $10,962,597 $13,134,171 $12,141,245 
Portfolio turnover rateF 38% 38% 30% 40% 39% 

 A Calculated based on average shares outstanding during the period.

 B 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.

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

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

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

 F 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, 2018

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 certain clients of Strategic Advisers LLC (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.

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, 2018 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 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), certain independent Trustees have elected 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, 2018, 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 and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $4,569,953,367 
Gross unrealized depreciation (70,873,631) 
Net unrealized appreciation (depreciation) $4,499,079,736 
Tax Cost $7,078,118,765 

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

Undistributed ordinary income $25,656,107 
Undistributed long-term capital gain $828,656,930 
Net unrealized appreciation (depreciation) on securities and other investments $4,499,081,078 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $83,336,854 $ 93,952,653 
Long-term Capital Gains 835,648,765 947,878,670 
Total $918,985,619 $ 1,041,831,323 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $4,257,828,138 and $5,365,237,718, 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 .37% of the Fund's average net assets.

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

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS) and FIAM LLC (an affiliate of the investment adviser) (through November 7, 2017) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Waddell & Reed have been retained to serve as a sub-adviser for the Fund. As of the date of 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. 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 .10% of average net assets.

During June 2018, the Board approved that effective July 1, 2018 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

Accounting and Security Lending 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. For the period, the fees were equivalent to an annual rate of .01%.

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 $44,000 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 Money Market Central Funds 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 $29,126 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 $81,603.

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, 2020. During the period, this waiver reduced the Fund's management fee by $28,609,686.

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 $314,403 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 $309.

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 11% and 17% of the total outstanding shares of Fidelity SAI U.S. Momentum Index Fund and Fidelity SAI U.S. Quality Index Fund, respectively.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Growth Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended May 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the five years in the period ended May 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 16, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
December 1, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Actual .23% $1,000.00 $1,070.30 $1.19-C 
Hypothetical-D  $1,000.00 $1,023.78 $1.16-C 

 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 If fees and changes to the Fund's expense contract and/or expense cap, effective July 1, 2018, had been in effect during the current period, the restated annualized expense ratio would have been .13% and the expenses paid in the actual and hypothetical examples above would have been $.67 and $.66, respectively.

 D 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Growth Fund voted to pay on July 9, 2018, to shareholders of record at the opening of business on July 6, 2018, a distribution of $1.487 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.046 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $1,266,013,832, 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 2019 of amounts for use in preparing 2018 income tax returns.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SGF-ANN-0718
1.907404.109


Strategic Advisers® Core Multi-Manager Fund



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of 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


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Core Multi-Manager Fund 12.94% 11.96% 14.03% 

 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

$23,606Strategic Advisers® Core Multi-Manager Fund

$25,113S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 13%, trailing the benchmark S&P 500®. Underlying managers with a valuation focus in their investment approaches hindered the Fund’s relative performance amid a market environment led by growth-oriented stocks and strategies. Sub-adviser JPMorgan Investment Management was the primary relative detractor, as its emphasis on valuation factors, such as price-to-cash-flow, resulted in subpar stock picks in consumer categories and in industrials. Sub-adviser First Eagle Investment Management also weighed on the Fund’s relative results. This manager’s high-risk/high-potential-return strategy with a contrarian tilt significantly underperformed the S&P 500. A mega-cap strategy with a relative value bias run by sub-adviser FIAM℠ placed a further drag on performance versus the benchmark. On the plus side, sub-adviser AllianceBernstein’s momentum-driven strategy incorporating short-term market signals aided the Fund's relative result. The Fund ended its sub-advisory relationship with First Eagle Investment Management in May 2018, after the portfolio manager of this strategy announced his retirement.

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 combined investments of the Fund.

Top Ten Holdings as of May 31, 2018

(excluding cash equivalents) % of fund's net assets 
Microsoft Corp. 4.2 
Apple, Inc. 3.4 
Alphabet, Inc. Class C 3.2 
Bank of America Corp. 2.4 
Honeywell International, Inc. 2.4 
Amazon.com, Inc. 2.2 
Visa, Inc. Class A 2.1 
UnitedHealth Group, Inc. 2.0 
Northrop Grumman Corp. 1.7 
Citigroup, Inc. 1.7 
 25.3 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Information Technology 24.4 
Financials 14.9 
Health Care 12.6 
Consumer Discretionary 12.1 
Industrials 10.7 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 94.3% 
   Sector Funds 1.0% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.7% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 94.3%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.1%   
Auto Components - 0.2%   
Delphi Technologies PLC 2,238 $112,124 
Automobiles - 0.3%   
Ford Motor Co. 15,353 177,327 
General Motors Co. 345 14,732 
  192,059 
Hotels, Restaurants & Leisure - 0.9%   
Carnival Corp. 2,650 165,042 
McDonald's Corp. 1,224 195,852 
Starbucks Corp. 100 5,667 
Yum! Brands, Inc. 1,366 111,097 
  477,658 
Household Durables - 0.6%   
Lennar Corp. Class A 5,983 309,560 
Internet & Direct Marketing Retail - 2.9%   
Amazon.com, Inc. (a) 750 1,222,215 
Expedia, Inc. 1,269 153,587 
Netflix, Inc. (a) 320 112,512 
The Booking Holdings, Inc. (a) 63 132,862 
  1,621,176 
Media - 3.3%   
Charter Communications, Inc. Class A (a) 1,101 287,405 
Comcast Corp. Class A 19,702 614,308 
DISH Network Corp. Class A (a) 2,888 85,340 
Liberty Media Corp. Liberty SiriusXM Series A (a) 2,156 99,715 
The Walt Disney Co. 5,610 558,027 
Time Warner, Inc. 510 48,022 
Twenty-First Century Fox, Inc. Class A 3,947 152,157 
Viacom, Inc. Class B (non-vtg.) 308 8,347 
  1,853,321 
Multiline Retail - 0.4%   
Dollar Tree, Inc. (a) 2,718 224,480 
Target Corp. 332 24,199 
  248,679 
Specialty Retail - 2.6%   
Home Depot, Inc. 4,600 858,130 
Lowe's Companies, Inc. 3,026 287,500 
O'Reilly Automotive, Inc. (a) 1,060 285,575 
TJX Companies, Inc. 546 49,315 
  1,480,520 
Textiles, Apparel & Luxury Goods - 0.9%   
lululemon athletica, Inc. (a) 361 37,923 
NIKE, Inc. Class B 5,277 378,889 
PVH Corp. 607 97,120 
  513,932 
TOTAL CONSUMER DISCRETIONARY  6,809,029 
CONSUMER STAPLES - 3.9%   
Beverages - 1.4%   
Molson Coors Brewing Co. Class B 2,553 157,392 
PepsiCo, Inc. 2,956 296,339 
The Coca-Cola Co. 7,997 343,871 
  797,602 
Food & Staples Retailing - 0.5%   
Costco Wholesale Corp. 66 13,084 
Walmart, Inc. 3,109 256,617 
  269,701 
Food Products - 0.5%   
Mondelez International, Inc. 6,674 262,088 
Household Products - 0.3%   
Kimberly-Clark Corp. 100 10,085 
Procter & Gamble Co. 1,734 126,877 
Reckitt Benckiser Group PLC 506 38,731 
  175,693 
Personal Products - 0.3%   
Estee Lauder Companies, Inc. Class A 1,061 158,556 
Unilever NV (NY Reg.) 255 14,221 
  172,777 
Tobacco - 0.9%   
Altria Group, Inc. 2,723 151,780 
British American Tobacco PLC sponsored ADR 1,403 71,834 
Philip Morris International, Inc. 3,422 272,186 
  495,800 
TOTAL CONSUMER STAPLES  2,173,661 
ENERGY - 7.4%   
Energy Equipment & Services - 0.4%   
Baker Hughes, a GE Co. Class A 1,042 36,043 
Schlumberger Ltd. 2,759 189,461 
  225,504 
Oil, Gas & Consumable Fuels - 7.0%   
Anadarko Petroleum Corp. 724 50,535 
Andeavor 1,311 189,348 
BP PLC sponsored ADR 2,490 114,092 
Cenovus Energy, Inc. 7,100 74,910 
Chevron Corp. 5,926 736,602 
ConocoPhillips Co. 1,273 85,787 
Diamondback Energy, Inc. 916 110,616 
EOG Resources, Inc. 4,661 549,112 
EQT Corp. 3,143 161,990 
Exxon Mobil Corp. 6,353 516,118 
Imperial Oil Ltd. 1,013 33,142 
Occidental Petroleum Corp. 7,556 636,215 
Parsley Energy, Inc. Class A (a) 3,780 111,434 
Pioneer Natural Resources Co. 1,700 328,270 
Statoil ASA sponsored ADR 1,400 36,750 
Suncor Energy, Inc. 4,704 187,347 
The Williams Companies, Inc. 1,641 44,077 
  3,966,345 
TOTAL ENERGY  4,191,849 
FINANCIALS - 14.9%   
Banks - 8.7%   
Bank of America Corp. 47,341 1,374,783 
Citigroup, Inc. 14,017 934,794 
JPMorgan Chase & Co. (b) 7,596 812,848 
PNC Financial Services Group, Inc. 662 94,937 
SunTrust Banks, Inc. 4,488 302,985 
SVB Financial Group (a) 474 147,950 
U.S. Bancorp 10,650 532,394 
Wells Fargo & Co. 12,583 679,356 
  4,880,047 
Capital Markets - 2.5%   
Bank of New York Mellon Corp. 4,635 253,766 
Charles Schwab Corp. 5,045 280,603 
Goldman Sachs Group, Inc. 111 25,073 
IntercontinentalExchange, Inc. 1,985 140,717 
KKR & Co. LP 6,917 153,765 
Morgan Stanley (b) 8,195 410,897 
State Street Corp. 1,584 152,238 
  1,417,059 
Consumer Finance - 0.6%   
Capital One Financial Corp. 3,612 339,528 
Diversified Financial Services - 1.5%   
Berkshire Hathaway, Inc. Class B (a) 3,931 752,904 
Voya Financial, Inc. 1,692 87,882 
  840,786 
Insurance - 1.6%   
American International Group, Inc. 5,129 270,760 
Hartford Financial Services Group, Inc. 3,902 204,192 
Marsh & McLennan Companies, Inc. 385 30,942 
MetLife, Inc. 700 32,193 
Principal Financial Group, Inc. 3,539 197,476 
Progressive Corp. 2,911 180,744 
  916,307 
TOTAL FINANCIALS  8,393,727 
HEALTH CARE - 12.6%   
Biotechnology - 1.5%   
AbbVie, Inc. 1,145 113,286 
Alexion Pharmaceuticals, Inc. (a) 496 57,600 
Amgen, Inc. 664 119,268 
Biogen, Inc. (a) 690 202,832 
Gilead Sciences, Inc. 2,365 159,401 
Intercept Pharmaceuticals, Inc. (a) 300 21,063 
Regeneron Pharmaceuticals, Inc. (a) 54 16,217 
Vertex Pharmaceuticals, Inc. (a) 1,156 178,024 
  867,691 
Health Care Equipment & Supplies - 3.4%   
Abbott Laboratories 6,578 404,744 
Becton, Dickinson & Co. 900 199,431 
Boston Scientific Corp. (a) 18,659 567,047 
Danaher Corp. 157 15,587 
Medtronic PLC 6,023 519,905 
Zimmer Biomet Holdings, Inc. 1,690 188,452 
  1,895,166 
Health Care Providers & Services - 3.5%   
AmerisourceBergen Corp. 1,449 119,021 
Anthem, Inc. 247 54,691 
Cardinal Health, Inc. 452 23,545 
Cigna Corp. 1,247 211,204 
CVS Health Corp. 1,529 96,923 
Humana, Inc. 964 280,505 
McKesson Corp. 523 74,235 
UnitedHealth Group, Inc. 4,646 1,122,055 
  1,982,179 
Pharmaceuticals - 4.2%   
Allergan PLC 193 29,104 
AstraZeneca PLC sponsored ADR 840 31,105 
Bayer AG 313 37,358 
Bristol-Myers Squibb Co. 1,760 92,611 
Eli Lilly & Co. 2,972 252,739 
GlaxoSmithKline PLC sponsored ADR 3,145 127,435 
Johnson & Johnson 6,223 744,395 
Merck & Co., Inc. 3,896 231,929 
Novartis AG sponsored ADR 133 9,911 
Pfizer, Inc. 13,681 491,558 
Sanofi SA 267 20,467 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,423 30,595 
Zoetis, Inc. Class A 3,113 260,558 
  2,359,765 
TOTAL HEALTH CARE  7,104,801 
INDUSTRIALS - 10.7%   
Aerospace & Defense - 3.3%   
General Dynamics Corp. 1,253 252,743 
Northrop Grumman Corp. 2,991 978,805 
The Boeing Co. 305 107,409 
United Technologies Corp. 4,008 500,279 
  1,839,236 
Air Freight & Logistics - 0.3%   
FedEx Corp. 115 28,649 
United Parcel Service, Inc. Class B 1,031 119,720 
  148,369 
Airlines - 0.6%   
Delta Air Lines, Inc. 5,423 293,113 
Southwest Airlines Co. 859 43,878 
  336,991 
Building Products - 0.4%   
Allegion PLC 1,655 126,492 
Masco Corp. 2,845 106,033 
  232,525 
Electrical Equipment - 0.4%   
Eaton Corp. PLC 3,275 250,800 
Industrial Conglomerates - 2.7%   
General Electric Co. 11,392 160,399 
Honeywell International, Inc. 9,074 1,342,135 
  1,502,534 
Machinery - 0.8%   
Caterpillar, Inc. 1,309 198,850 
Ingersoll-Rand PLC 258 22,585 
Stanley Black & Decker, Inc. 1,685 234,619 
  456,054 
Road & Rail - 1.9%   
CSX Corp. 531 34,329 
Norfolk Southern Corp. 3,673 557,010 
Union Pacific Corp. 3,516 501,944 
  1,093,283 
Trading Companies & Distributors - 0.3%   
Fastenal Co. 3,814 203,019 
TOTAL INDUSTRIALS  6,062,811 
INFORMATION TECHNOLOGY - 24.4%   
Communications Equipment - 0.8%   
Cisco Systems, Inc. (b) 10,428 445,380 
Internet Software & Services - 5.6%   
Alphabet, Inc.:   
Class A (a) 296 325,600 
Class C (a) 1,686 1,829,293 
eBay, Inc. (a) 4,419 166,685 
Facebook, Inc. Class A (a) 4,084 783,230 
Spotify Technology SA (a) 259 40,847 
Velti PLC (a)(c)(d) 976 
  3,145,656 
IT Services - 3.7%   
Accenture PLC Class A 1,460 227,380 
Alliance Data Systems Corp. 630 132,817 
Cognizant Technology Solutions Corp. Class A 4,353 327,999 
IBM Corp. 62 8,761 
MasterCard, Inc. Class A 338 64,261 
PayPal Holdings, Inc. (a) 1,981 162,581 
Visa, Inc. Class A 8,842 1,155,826 
  2,079,625 
Semiconductors & Semiconductor Equipment - 4.6%   
Analog Devices, Inc. 2,813 273,367 
Broadcom, Inc. 1,786 450,197 
Intel Corp. 6,493 358,414 
Lam Research Corp. 491 97,306 
NVIDIA Corp. 1,500 378,285 
Qualcomm, Inc. 6,054 351,858 
Texas Instruments, Inc. 6,085 680,972 
  2,590,399 
Software - 6.0%   
Adobe Systems, Inc. (a) 244 60,824 
Microsoft Corp. 24,286 2,400,428 
Oracle Corp. 7,485 349,699 
Pivotal Software, Inc. 2,093 37,653 
Salesforce.com, Inc. (a) 2,161 279,482 
SAP SE sponsored ADR 336 37,897 
Take-Two Interactive Software, Inc. (a) 1,096 122,840 
Workday, Inc. Class A (a) 701 91,803 
  3,380,626 
Technology Hardware, Storage & Peripherals - 3.7%   
Apple, Inc. 10,386 1,940,832 
Hewlett Packard Enterprise Co. 10,775 164,211 
  2,105,043 
TOTAL INFORMATION TECHNOLOGY  13,746,729 
MATERIALS - 2.7%   
Chemicals - 1.8%   
Air Products & Chemicals, Inc. 1,191 192,239 
DowDuPont, Inc. 9,799 628,214 
Eastman Chemical Co. 1,105 115,263 
LyondellBasell Industries NV Class A 534 59,872 
  995,588 
Construction Materials - 0.0%   
Vulcan Materials Co. 12 1,533 
Containers & Packaging - 0.9%   
Berry Global Group, Inc. (a) 5,910 285,394 
Crown Holdings, Inc. (a) 2,326 100,809 
WestRock Co. 1,993 117,348 
  503,551 
Metals & Mining - 0.0%   
BHP Billiton Ltd. sponsored ADR 700 34,846 
TOTAL MATERIALS  1,535,518 
REAL ESTATE - 2.2%   
Equity Real Estate Investment Trusts (REITs) - 2.2%   
American Tower Corp. 162 22,416 
AvalonBay Communities, Inc. 865 143,192 
Crown Castle International Corp. 7,925 825,389 
Equinix, Inc. 56 22,224 
Public Storage 44 9,321 
Ventas, Inc. 1,700 92,922 
Vornado Realty Trust 1,992 138,862 
  1,254,326 
TELECOMMUNICATION SERVICES - 0.9%   
Diversified Telecommunication Services - 0.7%   
Verizon Communications, Inc. 8,902 424,358 
Wireless Telecommunication Services - 0.2%   
T-Mobile U.S., Inc. (a) 1,585 88,285 
TOTAL TELECOMMUNICATION SERVICES  512,643 
UTILITIES - 2.5%   
Electric Utilities - 2.3%   
American Electric Power Co., Inc. 1,949 132,435 
Exelon Corp. 1,517 62,789 
NextEra Energy, Inc. 5,373 890,897 
Xcel Energy, Inc. 4,720 214,854 
  1,300,975 
Independent Power and Renewable Electricity Producers - 0.2%   
NRG Energy, Inc. 2,767 94,714 
TOTAL UTILITIES  1,395,689 
TOTAL COMMON STOCKS   
(Cost $38,386,371)  53,180,783 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c)(d) 151 5,094 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A, 6.125% 156 9,043 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $15,040)  14,137 
Equity Funds - 1.0%   
Sector Funds - 1.0%   
iShares NASDAQ Biotechnology Index ETF 1,658 179,810 
SPDR S&P Biotech ETF 4,014 380,005 
TOTAL EQUITY FUNDS   
(Cost $502,606)  559,815 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 1.65% to 1.86% 6/7/18 to 8/9/18 (e)   
(Cost $79,749) $80,000 79,749 
 Shares  
Money Market Funds - 4.4%   
Invesco Government & Agency Portfolio Institutional Class 1.30% (f)   
(Cost $2,451,268) 2,451,268 2,451,268 
TOTAL INVESTMENT IN SECURITIES - 99.8%   
(Cost $41,435,034)  56,285,752 
NET OTHER ASSETS (LIABILITIES) - 0.2%  89,971 
NET ASSETS - 100%  $56,375,723 

Written Options       
 Counterparty Number of Contracts Notional Amount Exercise Price Expiration Date Value 
Call Options       
Cisco Systems, Inc. Chicago Board Options Exchange $12,813 $48.00 6/15/18 $(2) 
JPMorgan Chase & Co. Chicago Board Options Exchange 42,804 120.00 6/15/18 (8) 
Morgan Stanley Chicago Board Options Exchange 10,028 60.00 6/15/18 (1) 
TOTAL WRITTEN OPTIONS      $(11) 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 11 June 2018 $1,488,025 $(21,319) $(21,319) 

The notional amount of futures purchased as a percentage of Net Assets is 2.6%

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $65,645.

 (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 $5,095 or 0.0% of net assets.

 (d) Level 3 security

 (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 $79,749.

 (f) 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, 2018, 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 $6,814,123 $6,809,029 $-- $5,094 
Consumer Staples 2,173,661 2,134,930 38,731 -- 
Energy 4,191,849 4,191,849 -- -- 
Financials 8,393,727 8,393,727 -- -- 
Health Care 7,113,844 7,046,976 66,868 -- 
Industrials 6,062,811 6,062,811 -- -- 
Information Technology 13,746,729 13,746,728 -- 
Materials 1,535,518 1,535,518 -- -- 
Real Estate 1,254,326 1,254,326 -- -- 
Telecommunication Services 512,643 512,643 -- -- 
Utilities 1,395,689 1,395,689 -- -- 
Equity Funds 559,815 559,815 -- -- 
Other Short-Term Investments 79,749 -- 79,749 -- 
Money Market Funds 2,451,268 2,451,268 -- -- 
Total Investments in Securities: $56,285,752 $56,095,309 $185,348 $5,095 
Derivative Instruments:     
Liabilities     
Futures Contracts $(21,319) $(21,319) $-- $-- 
Written Options (11) (11) -- -- 
Total Liabilities $(21,330) $(21,330) $-- $-- 
Total Derivative Instruments: $(21,330) $(21,330) $-- $-- 

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, 2018. 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 $(21,319) 
Written Options(b) (11) 
Total Equity Risk (21,330) 
Total Value of Derivatives $0 $(21,330) 

 (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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $41,435,034) 
 $56,285,752 
Receivable for investments sold  485,568 
Receivable for fund shares sold  1,727 
Dividends receivable  102,064 
Interest receivable  3,451 
Prepaid expenses  278 
Receivable from investment adviser for expense reductions  8,540 
Other receivables  2,449 
Total assets  56,889,829 
Liabilities   
Payable to custodian bank $1,083  
Payable for investments purchased 401,777  
Payable for fund shares redeemed  
Accrued management fee 27,390  
Distribution and service plan fees payable 31  
Payable for daily variation margin on futures contracts 10,505  
Written options, at value (premium received $2,393) 11  
Other affiliated payables 6,013  
Other payables and accrued expenses 67,295  
Total liabilities  514,106 
Net Assets  $56,375,723 
Net Assets consist of:   
Paid in capital  $37,380,690 
Undistributed net investment income  207,795 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  3,955,505 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  14,831,733 
Net Assets  $56,375,723 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($56,072,817 ÷ 4,245,349 shares)  $13.21 
Class L:   
Net Asset Value, offering price and redemption price per share ($152,310 ÷ 11,531 shares)  $13.21 
Class N:   
Net Asset Value, offering price and redemption price per share ($150,596 ÷ 11,418 shares)  $13.19 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $1,022,164 
Interest  36,906 
Total income  1,059,070 
Expenses   
Management fee $358,912  
Transfer agent fees 55,751  
Distribution and service plan fees 361  
Accounting fees and expenses 23,738  
Custodian fees and expenses 83,546  
Independent trustees' fees and expenses 780  
Registration fees 43,736  
Audit 64,061  
Legal 10,239  
Miscellaneous 575  
Total expenses before reductions 641,699  
Expense reductions (95,124)  
Total expenses after reductions  546,575 
Net investment income (loss)  512,495 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 6,605,000  
Foreign currency transactions 700  
Futures contracts 347,894  
Written options 6,885  
Total net realized gain (loss)  6,960,479 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 383,237  
Assets and liabilities in foreign currencies (29)  
Futures contracts (59,904)  
Written options 2,293  
Total change in net unrealized appreciation (depreciation)  325,597 
Net gain (loss)  7,286,076 
Net increase (decrease) in net assets resulting from operations  $7,798,571 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $512,495 $508,107 
Net realized gain (loss) 6,960,479 4,700,672 
Change in net unrealized appreciation (depreciation) 325,597 3,907,295 
Net increase (decrease) in net assets resulting from operations 7,798,571 9,116,074 
Distributions to shareholders from net investment income (514,306) (471,794) 
Distributions to shareholders from net realized gain (5,077,003) (4,835,255) 
Total distributions (5,591,309) (5,307,049) 
Share transactions - net increase (decrease) (8,439,503) 3,335,131 
Total increase (decrease) in net assets (6,232,241) 7,144,156 
Net Assets   
Beginning of period 62,607,964 55,463,808 
End of period $56,375,723 $62,607,964 
Other Information   
Undistributed net investment income end of period $207,795 $212,114 

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


Financial Highlights

Strategic Advisers Core Multi-Manager Fund

Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $12.89 $12.11 $13.07 $14.28 $13.02 
Income from Investment Operations      
Net investment income (loss)A .11 .11 .10 .10 .11 
Net realized and unrealized gain (loss) 1.48 1.82 (.04) 1.28 2.27 
Total from investment operations 1.59 1.93 .06 1.38 2.38 
Distributions from net investment income (.12) (.10) (.11) (.12) (.11) 
Distributions from net realized gain (1.15) (1.05) (.91) (2.47) (1.02) 
Total distributions (1.27) (1.15) (1.02) (2.59) (1.12)B 
Net asset value, end of period $13.21 $12.89 $12.11 $13.07 $14.28 
Total ReturnC 12.94% 17.03% .61% 10.70% 19.49% 
Ratios to Average Net AssetsD      
Expenses before reductions 1.05% 1.10% 1.20% 1.14% 1.21% 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97% 
Expenses net of all reductions .90% .90% .97% .97% .97% 
Net investment income (loss) .84% .87% .84% .78% .80% 
Supplemental Data      
Net assets, end of period (000 omitted) $56,073 $58,221 $52,330 $60,606 $60,938 
Portfolio turnover rateE 162% 151% 143% 151% 134% 

 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. 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.

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


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


Strategic Advisers Core Multi-Manager Fund Class L

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.89 $12.11 $13.07 $14.29 $13.50 
Income from Investment Operations      
Net investment income (loss)B .11 .11 .10 .10 .07 
Net realized and unrealized gain (loss) 1.48 1.82 (.04) 1.27 1.19 
Total from investment operations 1.59 1.93 .06 1.37 1.26 
Distributions from net investment income (.12) (.10) (.11) (.12) (.06) 
Distributions from net realized gain (1.15) (1.05) (.91) (2.47) (.41) 
Total distributions (1.27) (1.15) (1.02) (2.59) (.47) 
Net asset value, end of period $13.21 $12.89 $12.11 $13.07 $14.29 
Total ReturnC,D 12.94% 17.03% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE      
Expenses before reductions 1.05% 1.10% 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97%F 
Expenses net of all reductions .90% .90% .97% .97% .97%F 
Net investment income (loss) .84% .87% .83% .78% .90%F 
Supplemental Data      
Net assets, end of period (000 omitted) $152 $135 $122 $121 $109 
Portfolio turnover rateG 162% 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.


Strategic Advisers Core Multi-Manager Fund Class N

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.87 $12.10 $13.06 $14.27 $13.50 
Income from Investment Operations      
Net investment income (loss)B .08 .08 .07 .07 .05 
Net realized and unrealized gain (loss) 1.48 1.81 (.04) 1.28 1.18 
Total from investment operations 1.56 1.89 .03 1.35 1.23 
Distributions from net investment income (.09) (.07) (.08) (.09) (.06) 
Distributions from net realized gain (1.15) (1.05) (.91) (2.47) (.41) 
Total distributions (1.24) (1.12) (.99) (2.56) (.46)C 
Net asset value, end of period $13.19 $12.87 $12.10 $13.06 $14.27 
Total ReturnD,E 12.68% 16.66% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.30% 1.35% 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15% 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) .59% .62% .58% .53% .65%G 
Supplemental Data      
Net assets, end of period (000 omitted) $151 $134 $121 $121 $109 
Portfolio turnover rateH 162% 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, 2018

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 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.

Effective December 5, 2017, the Fund no longer offered Class F, and all outstanding shares of Class F were redeemed.

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, 2018 is included at the end of 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 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), certain independent Trustees have elected 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, 2018, 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 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, passive foreign investment companies (PFIC), market discount, deferred trustees compensation, partnerships and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $15,608,669 
Gross unrealized depreciation (1,087,878) 
Net unrealized appreciation (depreciation) $14,520,791 
Tax Cost $41,764,950 

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

Undistributed ordinary income $1,591,839 
Undistributed long-term capital gain $2,883,692 
Net unrealized appreciation (depreciation) on securities and other investments $14,520,743 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $2,126,374 $ 1,030,553 
Long-term Capital Gains 3,464,935 4,276,496 
Total $5,591,309 $ 5,307,049 

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts and exchange-traded options are not covered by the ISDA Master Agreement; however 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 $347,894 $(59,904) 
Written Options 6,885 2,293 
Totals $354,779 $(57,611) 

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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 and OTC 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 presented in 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" and are representative of volume of activity during the period.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $93,326,351 and $105,652,023, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers LLC (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 .59% of the Fund's average net assets.

Sub-Advisers. AllianceBernstein, L.P. (AB), First Eagle Investment Management, LLC (through December 1, 2017), 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), Oppenheimer Funds, Inc., Boston Partners Global Investors, Inc., 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% $361 $361 

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 $55,478 .09 
Class L 137 .09 
Class N 136 .09 
 $55,751  

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. For the period, the fees were equivalent to an annual rate of .04%.

Brokerage Commission. 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 $247 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 $183 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, 2019. In addition, the investment adviser 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 the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 Expense Limitations Reimbursement 
Core Multi-Manager .90% $89,290 
Class F .81% 3,351 
Class L .90% 223 
Class N 1.15% 221 

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 $1,993 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $46.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2018 
Year ended
May 31, 2017 
From net investment income   
Core Multi-Manager $498,296 $443,816 
Class F 13,825 26,230 
Class L 1,268 1,027 
Class N 917 721 
Total $514,306 $471,794 
From net realized gain   
Core Multi-Manager $4,896,864 $4,552,626 
Class F 155,534 261,588 
Class L 12,352 10,549 
Class N 12,253 10,492 
Total $5,077,003 $4,835,255 

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, 2018 Year ended May 31, 2017 Year ended May 31, 2018 Year ended May 31, 2017 
Core Multi-Manager     
Shares sold 72,553 141,085 $945,428 $1,713,629 
Reinvestment of distributions 423,610 422,177 5,395,160 4,996,442 
Shares redeemed (768,835) (366,148) (10,442,050) (4,350,140) 
Net increase (decrease) (272,672) 197,114 $(4,101,462) $2,359,931 
Class F     
Shares sold 93,295 139,459 $1,215,317 $1,705,384 
Reinvestment of distributions 13,570 24,215 169,359 287,818 
Shares redeemed (424,887) (83,486) (5,749,507) (1,027,313) 
Net increase (decrease) (318,022) 80,188 $(4,364,831) $965,889 
Class L     
Reinvestment of distributions 1,068 978 $13,620 $11,576 
Shares redeemed – (578) – (6,762) 
Net increase (decrease) 1,068 400 $13,620 $4,814 
Class N     
Reinvestment of distributions 1,033 948 $13,170 $11,213 
Shares redeemed – (575) – (6,716) 
Net increase (decrease) 1,033 373 $13,170 $4,497 

10. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 95% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Core Multi-Manager Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,026.70 $4.55 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class L .90%    
Actual  $1,000.00 $1,026.70 $4.55 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,025.20 $5.81 
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 07/09/18 07/06/18 $0.049 $1.000 
Class L 07/09/18 07/06/18 $0.049 $1.000 
Class N 07/09/18 07/06/18 $0.035 $1.000 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $4,650,258, or, if subsequently determined to be different, the net capital gain of such year.

A percentage of the dividends distributed during the fiscal year for the following funds qualify for the dividends–received deduction for corporate shareholders:

 Retail Class F Class L Class N 
Strategic Advisers Core Multi-Manager Fund     
July 2017 40% 40% 40% 43% 
December 2017 41% –% 41% 44% 

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 Retail Class F Class L Class N 
Strategic Advisers Core Multi-Manager Fund     
July 2017 43% 43% 43% 46% 
December 2017 49% –% 49% 52% 

The fund will notify shareholders in January 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Multi-Manager Fund

On March 8, 2018, 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 (i) the existing sub-advisory agreement with LSV Asset Management (LSV) for the fund (an Amended Sub-Advisory Agreement), which may lower the amount of fees to be paid by Strategic Advisers to LSV, on behalf of the fund by allowing for the aggregation of the fund's assets with the assets of a separately managed account for which LSV serves as model provider and (ii) an amendment to the fee schedule in the existing sub-advisory agreement with OppenheimerFunds, Inc. (Oppenheimer) for the fund (an Amended Advisory Sub-Advisory Agreement), which will lower the amount of fees to be paid by Strategic Advisers to Oppenheimer, on behalf of the fund, at all asset levels. The terms of each Amended Sub-Advisory Agreement are identical to those of the existing respective sub-advisory agreement with each sub-adviser, except with respect to the date of execution and the fee schedule.

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

In considering whether to approve each Amended Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Amended Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under each 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 each 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 considered that it reviewed information regarding LSV and Oppenheimer, including the backgrounds of their investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the current sub-advisory agreement at its September 2017 Board meeting.

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

Investment Performance.  The Board considered that it previously received information regarding each sub-adviser's historical investment performance of its portion of fund and/or the performance of the strategy. The Board did not consider performance to be a material factor in its decision to approve each Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreements would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedules with LSV and Oppenheimer will not result in any changes to the fund's total management fee or total fund expenses because Strategic Advisers has not allocated any assets of the fund to either LSV or Oppenheimer at this time. In the case of Oppenheimer, the Board considered that to the extent Strategic Advisers allocates assets of the fund to Oppenheimer in the future, the new fee schedule under the Amended Sub-Advisory Agreement would result in lower fees to be paid by Strategic Advisers to Oppenheimer, on behalf of the fund, compared to the fees that would be paid under its current sub-advisory agreement. In the case of LSV, the Board considered that to the extent Strategic Advisers allocates assets of the fund to LSV in the future, the new fee schedule under the Amended Sub-Advisory Agreement may result in lower fees to be paid by Strategic Advisers to LSV, on behalf of the fund, compared to the fees that would be paid under its current sub-advisory agreement. The Board also considered that each Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund.

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

Because each Amended Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each 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 from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to each sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreements at its September Board meeting.

Possible Economies of Scale.  The Board considered that each Amended Sub-Advisory Agreement, like the current sub-advisory agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to LSV and Oppenheimer as assets allocated to each sub-adviser grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2017 Board meeting.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that each Amended Sub-Advisory Agreement’s fee structure continues to bear a reasonable relationship to the services rendered to the fund and that each 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 each Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.





Fidelity Investments

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Strategic Advisers® Core Multi-Manager Fund

Class L and Class N



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of 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


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Class L 12.94% 11.96% 14.03% 
Class N 12.68% 11.70% 13.83% 

 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

$23,605Strategic Advisers® Core Multi-Manager Fund - Class L

$25,113S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 13%, trailing the benchmark S&P 500®. Underlying managers with a valuation focus in their investment approaches hindered the Fund’s relative performance amid a market environment led by growth-oriented stocks and strategies. Sub-adviser JPMorgan Investment Management was the primary relative detractor, as its emphasis on valuation factors, such as price-to-cash-flow, resulted in subpar stock picks in consumer categories and in industrials. Sub-adviser First Eagle Investment Management also weighed on the Fund’s relative results. This manager’s high-risk/high-potential-return strategy with a contrarian tilt significantly underperformed the S&P 500. A mega-cap strategy with a relative value bias run by sub-adviser FIAM℠ placed a further drag on performance versus the benchmark. On the plus side, sub-adviser AllianceBernstein’s momentum-driven strategy incorporating short-term market signals aided the Fund's relative result. The Fund ended its sub-advisory relationship with First Eagle Investment Management in May 2018, after the portfolio manager of this strategy announced his retirement.

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 combined investments of the Fund.

Top Ten Holdings as of May 31, 2018

(excluding cash equivalents) % of fund's net assets 
Microsoft Corp. 4.2 
Apple, Inc. 3.4 
Alphabet, Inc. Class C 3.2 
Bank of America Corp. 2.4 
Honeywell International, Inc. 2.4 
Amazon.com, Inc. 2.2 
Visa, Inc. Class A 2.1 
UnitedHealth Group, Inc. 2.0 
Northrop Grumman Corp. 1.7 
Citigroup, Inc. 1.7 
 25.3 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Information Technology 24.4 
Financials 14.9 
Health Care 12.6 
Consumer Discretionary 12.1 
Industrials 10.7 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 94.3% 
   Sector Funds 1.0% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.7% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 94.3%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.1%   
Auto Components - 0.2%   
Delphi Technologies PLC 2,238 $112,124 
Automobiles - 0.3%   
Ford Motor Co. 15,353 177,327 
General Motors Co. 345 14,732 
  192,059 
Hotels, Restaurants & Leisure - 0.9%   
Carnival Corp. 2,650 165,042 
McDonald's Corp. 1,224 195,852 
Starbucks Corp. 100 5,667 
Yum! Brands, Inc. 1,366 111,097 
  477,658 
Household Durables - 0.6%   
Lennar Corp. Class A 5,983 309,560 
Internet & Direct Marketing Retail - 2.9%   
Amazon.com, Inc. (a) 750 1,222,215 
Expedia, Inc. 1,269 153,587 
Netflix, Inc. (a) 320 112,512 
The Booking Holdings, Inc. (a) 63 132,862 
  1,621,176 
Media - 3.3%   
Charter Communications, Inc. Class A (a) 1,101 287,405 
Comcast Corp. Class A 19,702 614,308 
DISH Network Corp. Class A (a) 2,888 85,340 
Liberty Media Corp. Liberty SiriusXM Series A (a) 2,156 99,715 
The Walt Disney Co. 5,610 558,027 
Time Warner, Inc. 510 48,022 
Twenty-First Century Fox, Inc. Class A 3,947 152,157 
Viacom, Inc. Class B (non-vtg.) 308 8,347 
  1,853,321 
Multiline Retail - 0.4%   
Dollar Tree, Inc. (a) 2,718 224,480 
Target Corp. 332 24,199 
  248,679 
Specialty Retail - 2.6%   
Home Depot, Inc. 4,600 858,130 
Lowe's Companies, Inc. 3,026 287,500 
O'Reilly Automotive, Inc. (a) 1,060 285,575 
TJX Companies, Inc. 546 49,315 
  1,480,520 
Textiles, Apparel & Luxury Goods - 0.9%   
lululemon athletica, Inc. (a) 361 37,923 
NIKE, Inc. Class B 5,277 378,889 
PVH Corp. 607 97,120 
  513,932 
TOTAL CONSUMER DISCRETIONARY  6,809,029 
CONSUMER STAPLES - 3.9%   
Beverages - 1.4%   
Molson Coors Brewing Co. Class B 2,553 157,392 
PepsiCo, Inc. 2,956 296,339 
The Coca-Cola Co. 7,997 343,871 
  797,602 
Food & Staples Retailing - 0.5%   
Costco Wholesale Corp. 66 13,084 
Walmart, Inc. 3,109 256,617 
  269,701 
Food Products - 0.5%   
Mondelez International, Inc. 6,674 262,088 
Household Products - 0.3%   
Kimberly-Clark Corp. 100 10,085 
Procter & Gamble Co. 1,734 126,877 
Reckitt Benckiser Group PLC 506 38,731 
  175,693 
Personal Products - 0.3%   
Estee Lauder Companies, Inc. Class A 1,061 158,556 
Unilever NV (NY Reg.) 255 14,221 
  172,777 
Tobacco - 0.9%   
Altria Group, Inc. 2,723 151,780 
British American Tobacco PLC sponsored ADR 1,403 71,834 
Philip Morris International, Inc. 3,422 272,186 
  495,800 
TOTAL CONSUMER STAPLES  2,173,661 
ENERGY - 7.4%   
Energy Equipment & Services - 0.4%   
Baker Hughes, a GE Co. Class A 1,042 36,043 
Schlumberger Ltd. 2,759 189,461 
  225,504 
Oil, Gas & Consumable Fuels - 7.0%   
Anadarko Petroleum Corp. 724 50,535 
Andeavor 1,311 189,348 
BP PLC sponsored ADR 2,490 114,092 
Cenovus Energy, Inc. 7,100 74,910 
Chevron Corp. 5,926 736,602 
ConocoPhillips Co. 1,273 85,787 
Diamondback Energy, Inc. 916 110,616 
EOG Resources, Inc. 4,661 549,112 
EQT Corp. 3,143 161,990 
Exxon Mobil Corp. 6,353 516,118 
Imperial Oil Ltd. 1,013 33,142 
Occidental Petroleum Corp. 7,556 636,215 
Parsley Energy, Inc. Class A (a) 3,780 111,434 
Pioneer Natural Resources Co. 1,700 328,270 
Statoil ASA sponsored ADR 1,400 36,750 
Suncor Energy, Inc. 4,704 187,347 
The Williams Companies, Inc. 1,641 44,077 
  3,966,345 
TOTAL ENERGY  4,191,849 
FINANCIALS - 14.9%   
Banks - 8.7%   
Bank of America Corp. 47,341 1,374,783 
Citigroup, Inc. 14,017 934,794 
JPMorgan Chase & Co. (b) 7,596 812,848 
PNC Financial Services Group, Inc. 662 94,937 
SunTrust Banks, Inc. 4,488 302,985 
SVB Financial Group (a) 474 147,950 
U.S. Bancorp 10,650 532,394 
Wells Fargo & Co. 12,583 679,356 
  4,880,047 
Capital Markets - 2.5%   
Bank of New York Mellon Corp. 4,635 253,766 
Charles Schwab Corp. 5,045 280,603 
Goldman Sachs Group, Inc. 111 25,073 
IntercontinentalExchange, Inc. 1,985 140,717 
KKR & Co. LP 6,917 153,765 
Morgan Stanley (b) 8,195 410,897 
State Street Corp. 1,584 152,238 
  1,417,059 
Consumer Finance - 0.6%   
Capital One Financial Corp. 3,612 339,528 
Diversified Financial Services - 1.5%   
Berkshire Hathaway, Inc. Class B (a) 3,931 752,904 
Voya Financial, Inc. 1,692 87,882 
  840,786 
Insurance - 1.6%   
American International Group, Inc. 5,129 270,760 
Hartford Financial Services Group, Inc. 3,902 204,192 
Marsh & McLennan Companies, Inc. 385 30,942 
MetLife, Inc. 700 32,193 
Principal Financial Group, Inc. 3,539 197,476 
Progressive Corp. 2,911 180,744 
  916,307 
TOTAL FINANCIALS  8,393,727 
HEALTH CARE - 12.6%   
Biotechnology - 1.5%   
AbbVie, Inc. 1,145 113,286 
Alexion Pharmaceuticals, Inc. (a) 496 57,600 
Amgen, Inc. 664 119,268 
Biogen, Inc. (a) 690 202,832 
Gilead Sciences, Inc. 2,365 159,401 
Intercept Pharmaceuticals, Inc. (a) 300 21,063 
Regeneron Pharmaceuticals, Inc. (a) 54 16,217 
Vertex Pharmaceuticals, Inc. (a) 1,156 178,024 
  867,691 
Health Care Equipment & Supplies - 3.4%   
Abbott Laboratories 6,578 404,744 
Becton, Dickinson & Co. 900 199,431 
Boston Scientific Corp. (a) 18,659 567,047 
Danaher Corp. 157 15,587 
Medtronic PLC 6,023 519,905 
Zimmer Biomet Holdings, Inc. 1,690 188,452 
  1,895,166 
Health Care Providers & Services - 3.5%   
AmerisourceBergen Corp. 1,449 119,021 
Anthem, Inc. 247 54,691 
Cardinal Health, Inc. 452 23,545 
Cigna Corp. 1,247 211,204 
CVS Health Corp. 1,529 96,923 
Humana, Inc. 964 280,505 
McKesson Corp. 523 74,235 
UnitedHealth Group, Inc. 4,646 1,122,055 
  1,982,179 
Pharmaceuticals - 4.2%   
Allergan PLC 193 29,104 
AstraZeneca PLC sponsored ADR 840 31,105 
Bayer AG 313 37,358 
Bristol-Myers Squibb Co. 1,760 92,611 
Eli Lilly & Co. 2,972 252,739 
GlaxoSmithKline PLC sponsored ADR 3,145 127,435 
Johnson & Johnson 6,223 744,395 
Merck & Co., Inc. 3,896 231,929 
Novartis AG sponsored ADR 133 9,911 
Pfizer, Inc. 13,681 491,558 
Sanofi SA 267 20,467 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,423 30,595 
Zoetis, Inc. Class A 3,113 260,558 
  2,359,765 
TOTAL HEALTH CARE  7,104,801 
INDUSTRIALS - 10.7%   
Aerospace & Defense - 3.3%   
General Dynamics Corp. 1,253 252,743 
Northrop Grumman Corp. 2,991 978,805 
The Boeing Co. 305 107,409 
United Technologies Corp. 4,008 500,279 
  1,839,236 
Air Freight & Logistics - 0.3%   
FedEx Corp. 115 28,649 
United Parcel Service, Inc. Class B 1,031 119,720 
  148,369 
Airlines - 0.6%   
Delta Air Lines, Inc. 5,423 293,113 
Southwest Airlines Co. 859 43,878 
  336,991 
Building Products - 0.4%   
Allegion PLC 1,655 126,492 
Masco Corp. 2,845 106,033 
  232,525 
Electrical Equipment - 0.4%   
Eaton Corp. PLC 3,275 250,800 
Industrial Conglomerates - 2.7%   
General Electric Co. 11,392 160,399 
Honeywell International, Inc. 9,074 1,342,135 
  1,502,534 
Machinery - 0.8%   
Caterpillar, Inc. 1,309 198,850 
Ingersoll-Rand PLC 258 22,585 
Stanley Black & Decker, Inc. 1,685 234,619 
  456,054 
Road & Rail - 1.9%   
CSX Corp. 531 34,329 
Norfolk Southern Corp. 3,673 557,010 
Union Pacific Corp. 3,516 501,944 
  1,093,283 
Trading Companies & Distributors - 0.3%   
Fastenal Co. 3,814 203,019 
TOTAL INDUSTRIALS  6,062,811 
INFORMATION TECHNOLOGY - 24.4%   
Communications Equipment - 0.8%   
Cisco Systems, Inc. (b) 10,428 445,380 
Internet Software & Services - 5.6%   
Alphabet, Inc.:   
Class A (a) 296 325,600 
Class C (a) 1,686 1,829,293 
eBay, Inc. (a) 4,419 166,685 
Facebook, Inc. Class A (a) 4,084 783,230 
Spotify Technology SA (a) 259 40,847 
Velti PLC (a)(c)(d) 976 
  3,145,656 
IT Services - 3.7%   
Accenture PLC Class A 1,460 227,380 
Alliance Data Systems Corp. 630 132,817 
Cognizant Technology Solutions Corp. Class A 4,353 327,999 
IBM Corp. 62 8,761 
MasterCard, Inc. Class A 338 64,261 
PayPal Holdings, Inc. (a) 1,981 162,581 
Visa, Inc. Class A 8,842 1,155,826 
  2,079,625 
Semiconductors & Semiconductor Equipment - 4.6%   
Analog Devices, Inc. 2,813 273,367 
Broadcom, Inc. 1,786 450,197 
Intel Corp. 6,493 358,414 
Lam Research Corp. 491 97,306 
NVIDIA Corp. 1,500 378,285 
Qualcomm, Inc. 6,054 351,858 
Texas Instruments, Inc. 6,085 680,972 
  2,590,399 
Software - 6.0%   
Adobe Systems, Inc. (a) 244 60,824 
Microsoft Corp. 24,286 2,400,428 
Oracle Corp. 7,485 349,699 
Pivotal Software, Inc. 2,093 37,653 
Salesforce.com, Inc. (a) 2,161 279,482 
SAP SE sponsored ADR 336 37,897 
Take-Two Interactive Software, Inc. (a) 1,096 122,840 
Workday, Inc. Class A (a) 701 91,803 
  3,380,626 
Technology Hardware, Storage & Peripherals - 3.7%   
Apple, Inc. 10,386 1,940,832 
Hewlett Packard Enterprise Co. 10,775 164,211 
  2,105,043 
TOTAL INFORMATION TECHNOLOGY  13,746,729 
MATERIALS - 2.7%   
Chemicals - 1.8%   
Air Products & Chemicals, Inc. 1,191 192,239 
DowDuPont, Inc. 9,799 628,214 
Eastman Chemical Co. 1,105 115,263 
LyondellBasell Industries NV Class A 534 59,872 
  995,588 
Construction Materials - 0.0%   
Vulcan Materials Co. 12 1,533 
Containers & Packaging - 0.9%   
Berry Global Group, Inc. (a) 5,910 285,394 
Crown Holdings, Inc. (a) 2,326 100,809 
WestRock Co. 1,993 117,348 
  503,551 
Metals & Mining - 0.0%   
BHP Billiton Ltd. sponsored ADR 700 34,846 
TOTAL MATERIALS  1,535,518 
REAL ESTATE - 2.2%   
Equity Real Estate Investment Trusts (REITs) - 2.2%   
American Tower Corp. 162 22,416 
AvalonBay Communities, Inc. 865 143,192 
Crown Castle International Corp. 7,925 825,389 
Equinix, Inc. 56 22,224 
Public Storage 44 9,321 
Ventas, Inc. 1,700 92,922 
Vornado Realty Trust 1,992 138,862 
  1,254,326 
TELECOMMUNICATION SERVICES - 0.9%   
Diversified Telecommunication Services - 0.7%   
Verizon Communications, Inc. 8,902 424,358 
Wireless Telecommunication Services - 0.2%   
T-Mobile U.S., Inc. (a) 1,585 88,285 
TOTAL TELECOMMUNICATION SERVICES  512,643 
UTILITIES - 2.5%   
Electric Utilities - 2.3%   
American Electric Power Co., Inc. 1,949 132,435 
Exelon Corp. 1,517 62,789 
NextEra Energy, Inc. 5,373 890,897 
Xcel Energy, Inc. 4,720 214,854 
  1,300,975 
Independent Power and Renewable Electricity Producers - 0.2%   
NRG Energy, Inc. 2,767 94,714 
TOTAL UTILITIES  1,395,689 
TOTAL COMMON STOCKS   
(Cost $38,386,371)  53,180,783 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c)(d) 151 5,094 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A, 6.125% 156 9,043 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $15,040)  14,137 
Equity Funds - 1.0%   
Sector Funds - 1.0%   
iShares NASDAQ Biotechnology Index ETF 1,658 179,810 
SPDR S&P Biotech ETF 4,014 380,005 
TOTAL EQUITY FUNDS   
(Cost $502,606)  559,815 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 1.65% to 1.86% 6/7/18 to 8/9/18 (e)   
(Cost $79,749) $80,000 79,749 
 Shares  
Money Market Funds - 4.4%   
Invesco Government & Agency Portfolio Institutional Class 1.30% (f)   
(Cost $2,451,268) 2,451,268 2,451,268 
TOTAL INVESTMENT IN SECURITIES - 99.8%   
(Cost $41,435,034)  56,285,752 
NET OTHER ASSETS (LIABILITIES) - 0.2%  89,971 
NET ASSETS - 100%  $56,375,723 

Written Options       
 Counterparty Number of Contracts Notional Amount Exercise Price Expiration Date Value 
Call Options       
Cisco Systems, Inc. Chicago Board Options Exchange $12,813 $48.00 6/15/18 $(2) 
JPMorgan Chase & Co. Chicago Board Options Exchange 42,804 120.00 6/15/18 (8) 
Morgan Stanley Chicago Board Options Exchange 10,028 60.00 6/15/18 (1) 
TOTAL WRITTEN OPTIONS      $(11) 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 11 June 2018 $1,488,025 $(21,319) $(21,319) 

The notional amount of futures purchased as a percentage of Net Assets is 2.6%

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $65,645.

 (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 $5,095 or 0.0% of net assets.

 (d) Level 3 security

 (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 $79,749.

 (f) 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, 2018, 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 $6,814,123 $6,809,029 $-- $5,094 
Consumer Staples 2,173,661 2,134,930 38,731 -- 
Energy 4,191,849 4,191,849 -- -- 
Financials 8,393,727 8,393,727 -- -- 
Health Care 7,113,844 7,046,976 66,868 -- 
Industrials 6,062,811 6,062,811 -- -- 
Information Technology 13,746,729 13,746,728 -- 
Materials 1,535,518 1,535,518 -- -- 
Real Estate 1,254,326 1,254,326 -- -- 
Telecommunication Services 512,643 512,643 -- -- 
Utilities 1,395,689 1,395,689 -- -- 
Equity Funds 559,815 559,815 -- -- 
Other Short-Term Investments 79,749 -- 79,749 -- 
Money Market Funds 2,451,268 2,451,268 -- -- 
Total Investments in Securities: $56,285,752 $56,095,309 $185,348 $5,095 
Derivative Instruments:     
Liabilities     
Futures Contracts $(21,319) $(21,319) $-- $-- 
Written Options (11) (11) -- -- 
Total Liabilities $(21,330) $(21,330) $-- $-- 
Total Derivative Instruments: $(21,330) $(21,330) $-- $-- 

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, 2018. 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 $(21,319) 
Written Options(b) (11) 
Total Equity Risk (21,330) 
Total Value of Derivatives $0 $(21,330) 

 (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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $41,435,034) 
 $56,285,752 
Receivable for investments sold  485,568 
Receivable for fund shares sold  1,727 
Dividends receivable  102,064 
Interest receivable  3,451 
Prepaid expenses  278 
Receivable from investment adviser for expense reductions  8,540 
Other receivables  2,449 
Total assets  56,889,829 
Liabilities   
Payable to custodian bank $1,083  
Payable for investments purchased 401,777  
Payable for fund shares redeemed  
Accrued management fee 27,390  
Distribution and service plan fees payable 31  
Payable for daily variation margin on futures contracts 10,505  
Written options, at value (premium received $2,393) 11  
Other affiliated payables 6,013  
Other payables and accrued expenses 67,295  
Total liabilities  514,106 
Net Assets  $56,375,723 
Net Assets consist of:   
Paid in capital  $37,380,690 
Undistributed net investment income  207,795 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  3,955,505 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  14,831,733 
Net Assets  $56,375,723 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($56,072,817 ÷ 4,245,349 shares)  $13.21 
Class L:   
Net Asset Value, offering price and redemption price per share ($152,310 ÷ 11,531 shares)  $13.21 
Class N:   
Net Asset Value, offering price and redemption price per share ($150,596 ÷ 11,418 shares)  $13.19 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $1,022,164 
Interest  36,906 
Total income  1,059,070 
Expenses   
Management fee $358,912  
Transfer agent fees 55,751  
Distribution and service plan fees 361  
Accounting fees and expenses 23,738  
Custodian fees and expenses 83,546  
Independent trustees' fees and expenses 780  
Registration fees 43,736  
Audit 64,061  
Legal 10,239  
Miscellaneous 575  
Total expenses before reductions 641,699  
Expense reductions (95,124)  
Total expenses after reductions  546,575 
Net investment income (loss)  512,495 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 6,605,000  
Foreign currency transactions 700  
Futures contracts 347,894  
Written options 6,885  
Total net realized gain (loss)  6,960,479 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 383,237  
Assets and liabilities in foreign currencies (29)  
Futures contracts (59,904)  
Written options 2,293  
Total change in net unrealized appreciation (depreciation)  325,597 
Net gain (loss)  7,286,076 
Net increase (decrease) in net assets resulting from operations  $7,798,571 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $512,495 $508,107 
Net realized gain (loss) 6,960,479 4,700,672 
Change in net unrealized appreciation (depreciation) 325,597 3,907,295 
Net increase (decrease) in net assets resulting from operations 7,798,571 9,116,074 
Distributions to shareholders from net investment income (514,306) (471,794) 
Distributions to shareholders from net realized gain (5,077,003) (4,835,255) 
Total distributions (5,591,309) (5,307,049) 
Share transactions - net increase (decrease) (8,439,503) 3,335,131 
Total increase (decrease) in net assets (6,232,241) 7,144,156 
Net Assets   
Beginning of period 62,607,964 55,463,808 
End of period $56,375,723 $62,607,964 
Other Information   
Undistributed net investment income end of period $207,795 $212,114 

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


Financial Highlights

Strategic Advisers Core Multi-Manager Fund

Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $12.89 $12.11 $13.07 $14.28 $13.02 
Income from Investment Operations      
Net investment income (loss)A .11 .11 .10 .10 .11 
Net realized and unrealized gain (loss) 1.48 1.82 (.04) 1.28 2.27 
Total from investment operations 1.59 1.93 .06 1.38 2.38 
Distributions from net investment income (.12) (.10) (.11) (.12) (.11) 
Distributions from net realized gain (1.15) (1.05) (.91) (2.47) (1.02) 
Total distributions (1.27) (1.15) (1.02) (2.59) (1.12)B 
Net asset value, end of period $13.21 $12.89 $12.11 $13.07 $14.28 
Total ReturnC 12.94% 17.03% .61% 10.70% 19.49% 
Ratios to Average Net AssetsD      
Expenses before reductions 1.05% 1.10% 1.20% 1.14% 1.21% 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97% 
Expenses net of all reductions .90% .90% .97% .97% .97% 
Net investment income (loss) .84% .87% .84% .78% .80% 
Supplemental Data      
Net assets, end of period (000 omitted) $56,073 $58,221 $52,330 $60,606 $60,938 
Portfolio turnover rateE 162% 151% 143% 151% 134% 

 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. 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.

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


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


Strategic Advisers Core Multi-Manager Fund Class L

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.89 $12.11 $13.07 $14.29 $13.50 
Income from Investment Operations      
Net investment income (loss)B .11 .11 .10 .10 .07 
Net realized and unrealized gain (loss) 1.48 1.82 (.04) 1.27 1.19 
Total from investment operations 1.59 1.93 .06 1.37 1.26 
Distributions from net investment income (.12) (.10) (.11) (.12) (.06) 
Distributions from net realized gain (1.15) (1.05) (.91) (2.47) (.41) 
Total distributions (1.27) (1.15) (1.02) (2.59) (.47) 
Net asset value, end of period $13.21 $12.89 $12.11 $13.07 $14.29 
Total ReturnC,D 12.94% 17.03% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE      
Expenses before reductions 1.05% 1.10% 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97%F 
Expenses net of all reductions .90% .90% .97% .97% .97%F 
Net investment income (loss) .84% .87% .83% .78% .90%F 
Supplemental Data      
Net assets, end of period (000 omitted) $152 $135 $122 $121 $109 
Portfolio turnover rateG 162% 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.


Strategic Advisers Core Multi-Manager Fund Class N

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.87 $12.10 $13.06 $14.27 $13.50 
Income from Investment Operations      
Net investment income (loss)B .08 .08 .07 .07 .05 
Net realized and unrealized gain (loss) 1.48 1.81 (.04) 1.28 1.18 
Total from investment operations 1.56 1.89 .03 1.35 1.23 
Distributions from net investment income (.09) (.07) (.08) (.09) (.06) 
Distributions from net realized gain (1.15) (1.05) (.91) (2.47) (.41) 
Total distributions (1.24) (1.12) (.99) (2.56) (.46)C 
Net asset value, end of period $13.19 $12.87 $12.10 $13.06 $14.27 
Total ReturnD,E 12.68% 16.66% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.30% 1.35% 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15% 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) .59% .62% .58% .53% .65%G 
Supplemental Data      
Net assets, end of period (000 omitted) $151 $134 $121 $121 $109 
Portfolio turnover rateH 162% 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, 2018

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 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.

Effective December 5, 2017, the Fund no longer offered Class F, and all outstanding shares of Class F were redeemed.

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, 2018 is included at the end of 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 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), certain independent Trustees have elected 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, 2018, 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 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, passive foreign investment companies (PFIC), market discount, deferred trustees compensation, partnerships and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $15,608,669 
Gross unrealized depreciation (1,087,878) 
Net unrealized appreciation (depreciation) $14,520,791 
Tax Cost $41,764,950 

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

Undistributed ordinary income $1,591,839 
Undistributed long-term capital gain $2,883,692 
Net unrealized appreciation (depreciation) on securities and other investments $14,520,743 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $2,126,374 $ 1,030,553 
Long-term Capital Gains 3,464,935 4,276,496 
Total $5,591,309 $ 5,307,049 

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. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts and exchange-traded options are not covered by the ISDA Master Agreement; however 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 $347,894 $(59,904) 
Written Options 6,885 2,293 
Totals $354,779 $(57,611) 

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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 and OTC 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 presented in 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" and are representative of volume of activity during the period.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $93,326,351 and $105,652,023, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers LLC (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 .59% of the Fund's average net assets.

Sub-Advisers. AllianceBernstein, L.P. (AB), First Eagle Investment Management, LLC (through December 1, 2017), 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), Oppenheimer Funds, Inc., Boston Partners Global Investors, Inc., 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% $361 $361 

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 $55,478 .09 
Class L 137 .09 
Class N 136 .09 
 $55,751  

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. For the period, the fees were equivalent to an annual rate of .04%.

Brokerage Commission. 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 $247 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 $183 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, 2019. In addition, the investment adviser 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 the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 Expense Limitations Reimbursement 
Core Multi-Manager .90% $89,290 
Class F .81% 3,351 
Class L .90% 223 
Class N 1.15% 221 

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 $1,993 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $46.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2018 
Year ended
May 31, 2017 
From net investment income   
Core Multi-Manager $498,296 $443,816 
Class F 13,825 26,230 
Class L 1,268 1,027 
Class N 917 721 
Total $514,306 $471,794 
From net realized gain   
Core Multi-Manager $4,896,864 $4,552,626 
Class F 155,534 261,588 
Class L 12,352 10,549 
Class N 12,253 10,492 
Total $5,077,003 $4,835,255 

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, 2018 Year ended May 31, 2017 Year ended May 31, 2018 Year ended May 31, 2017 
Core Multi-Manager     
Shares sold 72,553 141,085 $945,428 $1,713,629 
Reinvestment of distributions 423,610 422,177 5,395,160 4,996,442 
Shares redeemed (768,835) (366,148) (10,442,050) (4,350,140) 
Net increase (decrease) (272,672) 197,114 $(4,101,462) $2,359,931 
Class F     
Shares sold 93,295 139,459 $1,215,317 $1,705,384 
Reinvestment of distributions 13,570 24,215 169,359 287,818 
Shares redeemed (424,887) (83,486) (5,749,507) (1,027,313) 
Net increase (decrease) (318,022) 80,188 $(4,364,831) $965,889 
Class L     
Reinvestment of distributions 1,068 978 $13,620 $11,576 
Shares redeemed – (578) – (6,762) 
Net increase (decrease) 1,068 400 $13,620 $4,814 
Class N     
Reinvestment of distributions 1,033 948 $13,170 $11,213 
Shares redeemed – (575) – (6,716) 
Net increase (decrease) 1,033 373 $13,170 $4,497 

10. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 95% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Core Multi-Manager Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,026.70 $4.55 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class L .90%    
Actual  $1,000.00 $1,026.70 $4.55 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,025.20 $5.81 
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 07/09/18 07/06/18 $0.049 $1.000 
Class L 07/09/18 07/06/18 $0.049 $1.000 
Class N 07/09/18 07/06/18 $0.035 $1.000 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $4,650,258, or, if subsequently determined to be different, the net capital gain of such year.

A percentage of the dividends distributed during the fiscal year for the following funds qualify for the dividends–received deduction for corporate shareholders:

 Retail Class F Class L Class N 
Strategic Advisers Core Multi-Manager Fund     
July 2017 40% 40% 40% 43% 
December 2017 41% –% 41% 44% 

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 Retail Class F Class L Class N 
Strategic Advisers Core Multi-Manager Fund     
July 2017 43% 43% 43% 46% 
December 2017 49% –% 49% 52% 

The fund will notify shareholders in January 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Multi-Manager Fund

On March 8, 2018, 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 (i) the existing sub-advisory agreement with LSV Asset Management (LSV) for the fund (an Amended Sub-Advisory Agreement), which may lower the amount of fees to be paid by Strategic Advisers to LSV, on behalf of the fund by allowing for the aggregation of the fund's assets with the assets of a separately managed account for which LSV serves as model provider and (ii) an amendment to the fee schedule in the existing sub-advisory agreement with OppenheimerFunds, Inc. (Oppenheimer) for the fund (an Amended Advisory Sub-Advisory Agreement), which will lower the amount of fees to be paid by Strategic Advisers to Oppenheimer, on behalf of the fund, at all asset levels. The terms of each Amended Sub-Advisory Agreement are identical to those of the existing respective sub-advisory agreement with each sub-adviser, except with respect to the date of execution and the fee schedule.

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

In considering whether to approve each Amended Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Amended Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under each 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 each 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 considered that it reviewed information regarding LSV and Oppenheimer, including the backgrounds of their investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the current sub-advisory agreement at its September 2017 Board meeting.

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

Investment Performance.  The Board considered that it previously received information regarding each sub-adviser's historical investment performance of its portion of fund and/or the performance of the strategy. The Board did not consider performance to be a material factor in its decision to approve each Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreements would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedules with LSV and Oppenheimer will not result in any changes to the fund's total management fee or total fund expenses because Strategic Advisers has not allocated any assets of the fund to either LSV or Oppenheimer at this time. In the case of Oppenheimer, the Board considered that to the extent Strategic Advisers allocates assets of the fund to Oppenheimer in the future, the new fee schedule under the Amended Sub-Advisory Agreement would result in lower fees to be paid by Strategic Advisers to Oppenheimer, on behalf of the fund, compared to the fees that would be paid under its current sub-advisory agreement. In the case of LSV, the Board considered that to the extent Strategic Advisers allocates assets of the fund to LSV in the future, the new fee schedule under the Amended Sub-Advisory Agreement may result in lower fees to be paid by Strategic Advisers to LSV, on behalf of the fund, compared to the fees that would be paid under its current sub-advisory agreement. The Board also considered that each Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund.

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

Because each Amended Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each 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 from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to each sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreements at its September Board meeting.

Possible Economies of Scale.  The Board considered that each Amended Sub-Advisory Agreement, like the current sub-advisory agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to LSV and Oppenheimer as assets allocated to each sub-adviser grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2017 Board meeting.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that each Amended Sub-Advisory Agreement's fee structure continues to bear a reasonable relationship to the services rendered to the fund and that each 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 each Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMC-L-MMC-N-ANN-0718
1.9585620.104


Strategic Advisers® Growth Multi-Manager Fund



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Growth Multi-Manager Fund 19.47% 14.48% 15.14% 

 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

$25,145Strategic Advisers® Growth Multi-Manager Fund

$27,276Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 19%, trailing the 21.02% return of the benchmark Russell 1000® Growth Index. Underlying managers employing aggressive-growth strategies delivered the best results this period. Unfortunately, the Fund did not have enough exposure to these strategies to keep pace with the benchmark. Also, managers with a valuation focus in their investment approaches hindered relative performance amid the growth-led market environment. The Blended Research Large Cap Growth strategy from sub-adviser Massachusetts Financial Services was the primary relative detractor. The value tilt inherent in the strategy’s quantitative model constrained its performance in a growth-driven environment. Sub-adviser Loomis Sayles also detracted, as its balanced approach of holding aggressive-growth stocks, as well as more defensive names in the consumer staples and health care sectors, could not keep pace this period. On the plus side, sub-adviser ClariVest Asset Management was the top relative contributor, benefiting from its momentum emphasis, as well as favorable picks in materials and in consumer sectors. Fidelity® Blue Chip Growth Fund also aided relative results. Its aggressive, all-cap growth strategy yielded strong positioning in information technology, along with solid picks in several other sectors.

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, 2018

(excluding cash equivalents) % of fund's net assets 
Fidelity Blue Chip Growth Fund 5.6 
Amazon.com, Inc. 5.1 
Fidelity SAI U.S. Quality Index Fund 5.0 
Microsoft Corp. 4.7 
Facebook, Inc. Class A 3.9 
Apple, Inc. 3.8 
Alphabet, Inc. Class C 2.5 
Alphabet, Inc. Class A 2.3 
Visa, Inc. Class A 2.2 
The Boeing Co. 1.6 
 36.7 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Information Technology 36.2 
Consumer Discretionary 13.4 
Health Care 12.1 
Industrials 8.3 
Consumer Staples 6.6 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 84.2% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.2% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 84.2%   
 Shares Value 
CONSUMER DISCRETIONARY - 13.4%   
Auto Components - 0.5%   
Lear Corp. 1,922 $380,556 
Automobiles - 0.1%   
Thor Industries, Inc. 815 75,469 
Hotels, Restaurants & Leisure - 3.3%   
Domino's Pizza, Inc. 840 211,243 
Marriott International, Inc. Class A 2,546 344,627 
McDonald's Corp. 2,845 455,228 
Norwegian Cruise Line Holdings Ltd. (a) 416 21,773 
Royal Caribbean Cruises Ltd. 766 80,415 
Starbucks Corp. 13,058 739,997 
Wyndham Worldwide Corp. 2,041 221,326 
Yum China Holdings, Inc. 5,629 221,220 
Yum! Brands, Inc. 3,389 275,627 
  2,571,456 
Household Durables - 0.4%   
D.R. Horton, Inc. 7,193 303,617 
Internet & Direct Marketing Retail - 5.7%   
Amazon.com, Inc. (a) 2,396 3,904,570 
Netflix, Inc. (a) 183 64,343 
The Booking Holdings, Inc. (a) 200 421,784 
  4,390,697 
Media - 0.7%   
Comcast Corp. Class A 17,733 552,915 
Multiline Retail - 0.2%   
Kohl's Corp. 2,830 188,903 
Specialty Retail - 2.0%   
Home Depot, Inc. 3,957 738,178 
Michaels Companies, Inc. (a) 10,172 186,758 
Ross Stores, Inc. 5,339 421,140 
TJX Companies, Inc. 1,848 166,911 
  1,512,987 
Textiles, Apparel & Luxury Goods - 0.5%   
PVH Corp. 2,295 367,200 
TOTAL CONSUMER DISCRETIONARY  10,343,800 
CONSUMER STAPLES - 6.6%   
Beverages - 2.5%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,077 240,257 
Monster Beverage Corp. (a) 10,359 529,966 
PepsiCo, Inc. 4,402 441,301 
The Coca-Cola Co. 16,160 694,880 
  1,906,404 
Food & Staples Retailing - 1.0%   
Costco Wholesale Corp. 1,974 391,326 
Walgreens Boots Alliance, Inc. 3,988 248,811 
Walmart, Inc. 1,715 141,556 
  781,693 
Food Products - 1.7%   
Archer Daniels Midland Co. 6,077 265,686 
Danone SA sponsored ADR 30,585 469,633 
General Mills, Inc. 4,174 176,518 
Tyson Foods, Inc. Class A 5,981 403,538 
  1,315,375 
Household Products - 1.0%   
Colgate-Palmolive Co. 5,065 319,551 
Kimberly-Clark Corp. 887 89,454 
Procter & Gamble Co. 5,115 374,265 
  783,270 
Tobacco - 0.4%   
Philip Morris International, Inc. 3,195 254,130 
TOTAL CONSUMER STAPLES  5,040,872 
ENERGY - 1.2%   
Energy Equipment & Services - 0.6%   
Schlumberger Ltd. 7,083 486,390 
Oil, Gas & Consumable Fuels - 0.6%   
Marathon Petroleum Corp. 2,520 199,156 
Valero Energy Corp. 2,135 258,762 
  457,918 
TOTAL ENERGY  944,308 
FINANCIALS - 4.0%   
Banks - 0.5%   
Bank of America Corp. 9,706 281,862 
Zions Bancorporation 2,155 118,116 
  399,978 
Capital Markets - 2.0%   
Affiliated Managers Group, Inc. 878 139,830 
Bank of New York Mellon Corp. 4,240 232,140 
E*TRADE Financial Corp. (a) 4,280 271,138 
FactSet Research Systems, Inc. 1,393 280,007 
SEI Investments Co. 7,207 459,662 
State Street Corp. 1,560 149,932 
  1,532,709 
Consumer Finance - 0.8%   
American Express Co. 1,900 186,770 
Discover Financial Services 3,508 259,101 
Synchrony Financial 4,841 167,644 
  613,515 
Insurance - 0.7%   
MetLife, Inc. 4,142 190,491 
Progressive Corp. 2,230 138,461 
Prudential Financial, Inc. 1,951 188,935 
  517,887 
TOTAL FINANCIALS  3,064,089 
HEALTH CARE - 12.1%   
Biotechnology - 3.4%   
AbbVie, Inc. 3,832 379,138 
Amgen, Inc. 4,864 873,672 
Biogen, Inc. (a) 1,627 478,273 
Celgene Corp. (a) 4,458 350,755 
Regeneron Pharmaceuticals, Inc. (a) 1,458 437,867 
Vertex Pharmaceuticals, Inc. (a) 546 84,084 
  2,603,789 
Health Care Equipment & Supplies - 2.1%   
Align Technology, Inc. (a) 898 298,091 
Edwards Lifesciences Corp. (a) 4,542 623,662 
Medtronic PLC 1,575 135,954 
The Cooper Companies, Inc. 1,085 245,546 
Varian Medical Systems, Inc. (a) 2,515 296,443 
  1,599,696 
Health Care Providers & Services - 3.1%   
Aetna, Inc. 1,684 296,603 
CVS Health Corp. 1,404 89,000 
Express Scripts Holding Co. (a) 588 44,576 
HCA Holdings, Inc. 2,396 247,123 
Humana, Inc. 336 97,769 
Laboratory Corp. of America Holdings (a) 1,646 297,251 
McKesson Corp. 1,058 150,173 
UnitedHealth Group, Inc. 4,019 970,629 
Wellcare Health Plans, Inc. (a) 890 197,286 
  2,390,410 
Health Care Technology - 0.4%   
Cerner Corp. (a) 5,606 334,566 
Life Sciences Tools & Services - 0.6%   
Thermo Fisher Scientific, Inc. 2,244 467,358 
Pharmaceuticals - 2.5%   
Bristol-Myers Squibb Co. 1,508 79,351 
Eli Lilly & Co. 4,747 403,685 
Johnson & Johnson 2,000 239,240 
Merck & Co., Inc. 7,982 475,168 
Novartis AG sponsored ADR 3,389 252,548 
Novo Nordisk A/S Series B sponsored ADR 9,966 473,784 
  1,923,776 
TOTAL HEALTH CARE  9,319,595 
INDUSTRIALS - 8.3%   
Aerospace & Defense - 2.8%   
General Dynamics Corp. 612 123,447 
Lockheed Martin Corp. 657 206,653 
Northrop Grumman Corp. 1,152 376,992 
Textron, Inc. 3,345 222,710 
The Boeing Co. 3,533 1,244,181 
  2,173,983 
Air Freight & Logistics - 0.9%   
Expeditors International of Washington, Inc. 6,949 517,562 
United Parcel Service, Inc. Class B 1,552 180,218 
  697,780 
Airlines - 0.4%   
Delta Air Lines, Inc. 5,659 305,869 
Building Products - 0.3%   
Owens Corning 4,069 257,242 
Machinery - 2.4%   
Allison Transmission Holdings, Inc. 2,966 122,525 
Caterpillar, Inc. 2,775 421,550 
Deere & Co. 2,989 446,885 
Illinois Tool Works, Inc. 1,541 221,442 
Ingersoll-Rand PLC 4,315 377,735 
Oshkosh Corp. 1,865 135,679 
Stanley Black & Decker, Inc. 630 87,721 
  1,813,537 
Road & Rail - 0.7%   
Kansas City Southern 383 41,038 
Union Pacific Corp. 3,239 462,400 
  503,438 
Trading Companies & Distributors - 0.8%   
United Rentals, Inc. (a) 2,945 469,934 
Univar, Inc. (a) 4,901 133,650 
  603,584 
TOTAL INDUSTRIALS  6,355,433 
INFORMATION TECHNOLOGY - 36.2%   
Communications Equipment - 1.1%   
Cisco Systems, Inc. 20,762 886,745 
Internet Software & Services - 10.9%   
Alibaba Group Holding Ltd. sponsored ADR (a) 5,781 1,144,696 
Alphabet, Inc.:   
Class A (a) 1,642 1,806,200 
Class C (a) 1,737 1,884,628 
Dropbox, Inc. Class B 1,056 28,503 
eBay, Inc. (a) 7,275 274,413 
Facebook, Inc. Class A (a) 15,458 2,964,535 
SurveyMonkey (a)(b)(c) 1,159 13,363 
Twitter, Inc. (a) 4,590 159,273 
VeriSign, Inc. (a) 633 82,569 
  8,358,180 
IT Services - 6.5%   
Accenture PLC Class A 1,984 308,988 
Amdocs Ltd. 2,551 172,090 
Automatic Data Processing, Inc. 1,166 151,603 
Cognizant Technology Solutions Corp. Class A 4,242 319,635 
DXC Technology Co. 3,190 293,831 
Fidelity National Information Services, Inc. 1,624 166,005 
Fiserv, Inc. (a) 3,838 278,639 
Global Payments, Inc. 3,610 401,288 
MasterCard, Inc. Class A 3,225 613,137 
Total System Services, Inc. 3,758 320,144 
Visa, Inc. Class A 12,592 1,646,026 
Worldpay, Inc. (a) 3,923 311,761 
  4,983,147 
Semiconductors & Semiconductor Equipment - 3.4%   
Applied Materials, Inc. 9,506 482,715 
KLA-Tencor Corp. 1,040 117,759 
Lam Research Corp. 1,745 345,824 
Micron Technology, Inc. (a) 3,545 204,157 
NVIDIA Corp. 3,574 901,327 
Qualcomm, Inc. 7,833 455,254 
Texas Instruments, Inc. 1,385 154,995 
  2,662,031 
Software - 9.8%   
Activision Blizzard, Inc. 3,390 240,385 
Adobe Systems, Inc. (a) 3,951 984,905 
Autodesk, Inc. (a) 4,955 639,691 
Electronic Arts, Inc. (a) 3,893 509,633 
Microsoft Corp. 36,907 3,647,888 
Oracle Corp. 15,895 742,614 
Salesforce.com, Inc. (a) 3,174 410,493 
Synopsys, Inc. (a) 3,280 288,870 
Take-Two Interactive Software, Inc. (a) 508 56,937 
  7,521,416 
Technology Hardware, Storage & Peripherals - 4.5%   
Apple, Inc. 15,724 2,938,344 
NetApp, Inc. 4,205 287,286 
Western Digital Corp. 2,647 221,051 
  3,446,681 
TOTAL INFORMATION TECHNOLOGY  27,858,200 
MATERIALS - 1.5%   
Chemicals - 0.9%   
CF Industries Holdings, Inc. 6,006 247,087 
Huntsman Corp. 1,191 38,076 
LyondellBasell Industries NV Class A 2,534 284,112 
Westlake Chemical Corp. 846 97,908 
  667,183 
Containers & Packaging - 0.2%   
Berry Global Group, Inc. (a) 1,191 57,513 
Owens-Illinois, Inc. (a) 5,355 99,603 
Sealed Air Corp. 511 22,259 
  179,375 
Metals & Mining - 0.4%   
Steel Dynamics, Inc. 6,246 308,740 
TOTAL MATERIALS  1,155,298 
REAL ESTATE - 0.7%   
Equity Real Estate Investment Trusts (REITs) - 0.7%   
Extra Space Storage, Inc. 1,496 143,990 
SBA Communications Corp. Class A (a) 1,643 259,709 
Simon Property Group, Inc. 841 134,745 
  538,444 
UTILITIES - 0.2%   
Independent Power and Renewable Electricity Producers - 0.2%   
The AES Corp. 10,401 132,613 
TOTAL COMMON STOCKS   
(Cost $39,702,585)  64,752,652 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (d) 44,507 4,287,812 
Fidelity SAI U.S. Quality Index Fund (d) 282,596 3,863,090 
TOTAL EQUITY FUNDS   
(Cost $5,819,974)  8,150,902 
 Principal Amount  
U.S. Treasury Obligations - 0.2%   
U.S. Treasury Bills, yield at date of purchase 1.8% to 1.88% 8/2/18 to 8/30/18 (e)   
(Cost $129,535) 130,000 129,528 
  Shares Value 
Money Market Funds - 4.8%   
Invesco Government & Agency Portfolio Institutional Class 1.64%(f)   
(Cost $3,741,777) 3,741,777 3,741,777 
TOTAL INVESTMENT IN SECURITIES - 99.8%   
(Cost $49,393,871)  76,774,859 
NET OTHER ASSETS (LIABILITIES) - 0.2%  127,296 
NET ASSETS - 100%  $76,902,155 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini Russell 1000 Growth Index Contracts (United States) 42 June 2018 $3,001,320 $(26,516) $(26,516) 

The notional amount of futures purchased as a percentage of Net Assets is 3.9%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $3,270,988.

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 $13,363 or 0.0% of net assets.

 (c) Level 3 security

 (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 $129,528.

 (f) 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 
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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Blue Chip Growth Fund $3,601,515 $-- $-- $167,257 $-- $686,297 $4,287,812 
Fidelity SAI U.S. Quality Index Fund 3,447,674 -- -- 141,581 -- 415,416 3,863,090 
Total $7,049,189 $-- $-- $308,838 $-- $1,101,713 $8,150,902 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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 $10,343,800 $10,343,800 $-- $-- 
Consumer Staples 5,040,872 5,040,872 -- -- 
Energy 944,308 944,308 -- -- 
Financials 3,064,089 3,064,089 -- -- 
Health Care 9,319,595 9,319,595 -- -- 
Industrials 6,355,433 6,355,433 -- -- 
Information Technology 27,858,200 27,816,334 28,503 13,363 
Materials 1,155,298 1,155,298 -- -- 
Real Estate 538,444 538,444 -- -- 
Utilities 132,613 132,613 -- -- 
Equity Funds 8,150,902 8,150,902 -- -- 
Other Short-Term Investments 129,528 -- 129,528 -- 
Money Market Funds 3,741,777 3,741,777 -- -- 
Total Investments in Securities: $76,774,859 $76,603,465 $158,031 $13,363 
Derivative Instruments:     
Liabilities     
Futures Contracts $(26,516) $(26,516) $-- $-- 
Total Liabilities $(26,516) $(26,516) $-- $-- 
Total Derivative Instruments: $(26,516) $(26,516) $-- $-- 

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, 2018. 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 $(26,516) 
Total Equity Risk (26,516) 
Total Value of Derivatives $0 $(26,516) 

 (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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $43,573,897) 
$68,623,957  
Affiliated issuers (cost $5,819,974) 8,150,902  
Total Investment in Securities (cost $49,393,871)  $76,774,859 
Receivable for investments sold  112,555 
Receivable for fund shares sold  11,094 
Dividends receivable  98,437 
Interest receivable  4,573 
Prepaid expenses  374 
Other receivables  1,315 
Total assets  77,003,207 
Liabilities   
Payable for fund shares redeemed $6,642  
Accrued management fee 29,242  
Transfer agent fee payable 5,253  
Distribution and service plan fees payable 34  
Payable for daily variation margin on futures contracts 17,010  
Other affiliated payables 2,463  
Audit fees payable 36,362  
Other payables and accrued expenses 4,046  
Total liabilities  101,052 
Net Assets  $76,902,155 
Net Assets consist of:   
Paid in capital  $46,806,312 
Undistributed net investment income  48,792 
Accumulated undistributed net realized gain (loss) on investments  2,692,579 
Net unrealized appreciation (depreciation) on investments  27,354,472 
Net Assets  $76,902,155 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($76,573,234 ÷ 4,912,402 shares)  $15.59 
Class L:   
Net Asset Value, offering price and redemption price per share ($165,393 ÷ 10,619 shares)  $15.58 
Class N:   
Net Asset Value, offering price and redemption price per share ($163,528 ÷ 10,516 shares)  $15.55 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $733,926 
Affiliated issuers  57,878 
Interest  43,352 
Total income  835,156 
Expenses   
Management fee $335,526  
Transfer agent fees 61,132  
Distribution and service plan fees 381  
Accounting fees and expenses 28,277  
Custodian fees and expenses 10,057  
Independent trustees' fees and expenses 905  
Registration fees 43,806  
Audit 63,861  
Legal 2,047  
Miscellaneous 836  
Total expenses  546,828 
Net investment income (loss)  288,328 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 3,666,342  
Futures contracts 669,743  
Capital gain distributions from underlying funds:   
Affiliated issuers 250,960  
Total net realized gain (loss)  4,587,045 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 6,911,989  
Affiliated issuers 1,101,713  
Futures contracts (164,597)  
Total change in net unrealized appreciation (depreciation)  7,849,105 
Net gain (loss)  12,436,150 
Net increase (decrease) in net assets resulting from operations  $12,724,478 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $288,328 $281,963 
Net realized gain (loss) 4,587,045 5,959,385 
Change in net unrealized appreciation (depreciation) 7,849,105 4,559,837 
Net increase (decrease) in net assets resulting from operations 12,724,478 10,801,185 
Distributions to shareholders from net investment income (341,014) (319,551) 
Distributions to shareholders from net realized gain (3,169,123) (7,341,393) 
Total distributions (3,510,137) (7,660,944) 
Share transactions - net increase (decrease) 1,329,529 4,574,494 
Total increase (decrease) in net assets 10,543,870 7,714,735 
Net Assets   
Beginning of period 66,358,285 58,643,550 
End of period $76,902,155 $66,358,285 
Other Information   
Undistributed net investment income end of period $48,792 $101,429 

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


Financial Highlights

Strategic Advisers Growth Multi-Manager Fund

Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $13.73 $13.17 $14.04 $14.73 $12.70 
Income from Investment Operations      
Net investment income (loss)A .06 .06 .06 .05 .08 
Net realized and unrealized gain (loss) 2.53 2.21B (.16) 1.71 2.74 
Total from investment operations 2.59 2.27 (.10) 1.76 2.82 
Distributions from net investment income (.07) (.07) (.05) (.06) (.07) 
Distributions from net realized gain (.66) (1.64) (.72) (2.38) (.73) 
Total distributions (.73) (1.71) (.77) (2.45)C (.79)D 
Net asset value, end of period $15.59 $13.73 $13.17 $14.04 $14.73 
Total ReturnE 19.47% 19.13%B (.66)% 13.15% 22.94% 
Ratios to Average Net AssetsF      
Expenses before reductions .75% .80% .82% .84% .83% 
Expenses net of fee waivers, if any .75% .80% .82% .84% .80% 
Expenses net of all reductions .75% .80% .82% .84% .80% 
Net investment income (loss) .40% .46% .46% .39% .55% 
Supplemental Data      
Net assets, end of period (000 omitted) $76,573 $62,610 $55,948 $62,615 $65,731 
Portfolio turnover rateG 30% 52% 46% 46% 51% 

 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.


Strategic Advisers Growth Multi-Manager Fund Class L

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.72 $13.16 $14.03 $14.72 $13.96 
Income from Investment Operations      
Net investment income (loss)B .06 .06 .06 .05 .05 
Net realized and unrealized gain (loss) 2.53 2.21C (.15) 1.71 1.22 
Total from investment operations 2.59 2.27 (.09) 1.76 1.27 
Distributions from net investment income (.07) (.07) (.05) (.07) (.05) 
Distributions from net realized gain (.66) (1.64) (.72) (2.38) (.46) 
Total distributions (.73) (1.71) (.78)D (2.45) (.51) 
Net asset value, end of period $15.58 $13.72 $13.16 $14.03 $14.72 
Total ReturnE,F 19.49% 19.15%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG      
Expenses before reductions .75% .80% .82% .84% .85%H 
Expenses net of fee waivers, if any .75% .80% .82% .84% .85%H 
Expenses net of all reductions .75% .80% .82% .84% .85%H 
Net investment income (loss) .40% .46% .46% .39% .58%H 
Supplemental Data      
Net assets, end of period (000 omitted) $165 $139 $123 $124 $109 
Portfolio turnover rateI 30% 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.


Strategic Advisers Growth Multi-Manager Fund Class N

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.70 $13.15 $14.01 $14.71 $13.96 
Income from Investment Operations      
Net investment income (loss)B .02 .03 .03 .02 .03 
Net realized and unrealized gain (loss) 2.53 2.20C (.15) 1.70 1.23 
Total from investment operations 2.55 2.23 (.12) 1.72 1.26 
Distributions from net investment income (.04) (.04) (.02) (.03) (.05) 
Distributions from net realized gain (.66) (1.64) (.72) (2.38) (.46) 
Total distributions (.70) (1.68) (.74) (2.42)D (.51) 
Net asset value, end of period $15.55 $13.70 $13.15 $14.01 $14.71 
Total ReturnE,F 19.15% 18.79%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.00% 1.05% 1.07% 1.09% 1.10%H 
Expenses net of fee waivers, if any 1.00% 1.05% 1.07% 1.09% 1.10%H 
Expenses net of all reductions 1.00% 1.05% 1.06% 1.09% 1.10%H 
Net investment income (loss) .15% .21% .21% .14% .32%H 
Supplemental Data      
Net assets, end of period (000 omitted) $164 $137 $122 $123 $109 
Portfolio turnover rateI 30% 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, 2018

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 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.

Effective December 5, 2017, the Fund no longer offered Class F, and all outstanding shares of Class F were redeemed.

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, 2018, 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 and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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), certain independent Trustees have elected 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, 2018, 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 and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $28,095,915 
Gross unrealized depreciation (780,327) 
Net unrealized appreciation (depreciation) $27,315,588 
Tax Cost $49,459,271 

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

Undistributed ordinary income $299,709 
Undistributed long-term capital gain $2,481,862 
Net unrealized appreciation (depreciation) on securities and other investments $27,315,588 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $403,002 $ 516,495 
Long-term Capital Gains 3,107,135 7,144,449 
Total $3,510,137 $ 7,660,944 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $20,739,164 and $22,339,290, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers LLC (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 .46% of the Fund's average net assets.

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P. and Massachusetts Financial Services Company (MFS) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

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

 Service Fee Total Fees Retained by FDC 
Class N .25% $381 $381 

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 $60,879 .09 
Class L 127 .08 
Class N 126 .08 
 $61,132  

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. For the period, the fees were equivalent to an annual rate of .04%.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $42 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 $196 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. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2018 
Year ended
May 31, 2017 
From net investment income   
Growth Multi-Manager $333,149 $301,715 
Class F 6,749 16,794 
Class L 739 671 
Class N 377 371 
Total $341,014 $319,551 
From net realized gain   
Growth Multi-Manager $3,077,441 $6,978,535 
Class F 78,239 332,358 
Class L 6,748 15,293 
Class N 6,695 15,207 
Total $3,169,123 $7,341,393 

8. 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, 2018 Year ended May 31, 2017 Year ended May 31, 2018 Year ended May 31, 2017 
Growth Multi-Manager     
Shares sold 298,280 85,500 $4,480,988 $1,104,425 
Reinvestment of distributions 239,972 587,340 3,410,590 7,280,250 
Shares redeemed (184,489) (361,805) (2,779,444) (4,658,114) 
Net increase (decrease) 353,763 311,035 $5,112,134 $3,726,561 
Class F     
Shares sold 69,702 110,246 $993,972 $1,414,746 
Reinvestment of distributions 6,324 28,217 84,988 349,152 
Shares redeemed (328,909) (71,636) (4,876,124) (933,819) 
Net increase (decrease) (252,883) 66,827 $(3,797,164) $830,079 
Class L     
Reinvestment of distributions 527 1,289 7,487 15,964 
Shares redeemed – (534) – (6,870) 
Net increase (decrease) 527 755 $7,487 $9,094 
Class N     
Reinvestment of distributions 499 1,258 7,072 15,578 
Shares redeemed – (531) – (6,818) 
Net increase (decrease) 499 727 $7,072 $8,760 

9. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 91% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Growth Multi-Manager Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 16, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Growth Multi-Manager .70%    
Actual  $1,000.00 $1,056.40 $3.59 
Hypothetical-C  $1,000.00 $1,021.44 $3.53 
Class L .70%    
Actual  $1,000.00 $1,056.40 $3.59 
Hypothetical-C  $1,000.00 $1,021.44 $3.53 
Class N .95%    
Actual  $1,000.00 $1,054.30 $4.87 
Hypothetical-C  $1,000.00 $1,020.19 $4.78 

 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-Manager Fund     
Strategic Advisers Growth Multi-Manager Fund 07/09/18 07/06/18 $0.010 $0.557 
Class L 07/09/18 07/06/18 $0.011 $0.557 
Class N 07/09/18 07/06/18 $0.000 $0.552 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $4,076,550, 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, 2017 during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of the dividends distributed in July and December, 2017 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 2019 of amounts for use in preparing 2018 income tax returns.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMG-ANN-0718
1.931553.106


Strategic Advisers® Growth Multi-Manager Fund

Class L and Class N



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Class L 19.49% 14.49% 15.14% 
Class N 19.15% 14.22% 14.93% 

 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

$25,148Strategic Advisers® Growth Multi-Manager Fund - Class L

$27,276Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 19%, trailing the 21.02% return of the benchmark Russell 1000® Growth Index. Underlying managers employing aggressive-growth strategies delivered the best results this period. Unfortunately, the Fund did not have enough exposure to these strategies to keep pace with the benchmark. Also, managers with a valuation focus in their investment approaches hindered relative performance amid the growth-led market environment. The Blended Research Large Cap Growth strategy from sub-adviser Massachusetts Financial Services was the primary relative detractor. The value tilt inherent in the strategy’s quantitative model constrained its performance in a growth-driven environment. Sub-adviser Loomis Sayles also detracted, as its balanced approach of holding aggressive-growth stocks, as well as more defensive names in the consumer staples and health care sectors, could not keep pace this period. On the plus side, sub-adviser ClariVest Asset Management was the top relative contributor, benefiting from its momentum emphasis, as well as favorable picks in materials and in consumer sectors. Fidelity® Blue Chip Growth Fund also aided relative results. Its aggressive, all-cap growth strategy yielded strong positioning in information technology, along with solid picks in several other sectors.

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, 2018

(excluding cash equivalents) % of fund's net assets 
Fidelity Blue Chip Growth Fund 5.6 
Amazon.com, Inc. 5.1 
Fidelity SAI U.S. Quality Index Fund 5.0 
Microsoft Corp. 4.7 
Facebook, Inc. Class A 3.9 
Apple, Inc. 3.8 
Alphabet, Inc. Class C 2.5 
Alphabet, Inc. Class A 2.3 
Visa, Inc. Class A 2.2 
The Boeing Co. 1.6 
 36.7 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Information Technology 36.2 
Consumer Discretionary 13.4 
Health Care 12.1 
Industrials 8.3 
Consumer Staples 6.6 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 84.2% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.2% 


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

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 84.2%   
 Shares Value 
CONSUMER DISCRETIONARY - 13.4%   
Auto Components - 0.5%   
Lear Corp. 1,922 $380,556 
Automobiles - 0.1%   
Thor Industries, Inc. 815 75,469 
Hotels, Restaurants & Leisure - 3.3%   
Domino's Pizza, Inc. 840 211,243 
Marriott International, Inc. Class A 2,546 344,627 
McDonald's Corp. 2,845 455,228 
Norwegian Cruise Line Holdings Ltd. (a) 416 21,773 
Royal Caribbean Cruises Ltd. 766 80,415 
Starbucks Corp. 13,058 739,997 
Wyndham Worldwide Corp. 2,041 221,326 
Yum China Holdings, Inc. 5,629 221,220 
Yum! Brands, Inc. 3,389 275,627 
  2,571,456 
Household Durables - 0.4%   
D.R. Horton, Inc. 7,193 303,617 
Internet & Direct Marketing Retail - 5.7%   
Amazon.com, Inc. (a) 2,396 3,904,570 
Netflix, Inc. (a) 183 64,343 
The Booking Holdings, Inc. (a) 200 421,784 
  4,390,697 
Media - 0.7%   
Comcast Corp. Class A 17,733 552,915 
Multiline Retail - 0.2%   
Kohl's Corp. 2,830 188,903 
Specialty Retail - 2.0%   
Home Depot, Inc. 3,957 738,178 
Michaels Companies, Inc. (a) 10,172 186,758 
Ross Stores, Inc. 5,339 421,140 
TJX Companies, Inc. 1,848 166,911 
  1,512,987 
Textiles, Apparel & Luxury Goods - 0.5%   
PVH Corp. 2,295 367,200 
TOTAL CONSUMER DISCRETIONARY  10,343,800 
CONSUMER STAPLES - 6.6%   
Beverages - 2.5%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,077 240,257 
Monster Beverage Corp. (a) 10,359 529,966 
PepsiCo, Inc. 4,402 441,301 
The Coca-Cola Co. 16,160 694,880 
  1,906,404 
Food & Staples Retailing - 1.0%   
Costco Wholesale Corp. 1,974 391,326 
Walgreens Boots Alliance, Inc. 3,988 248,811 
Walmart, Inc. 1,715 141,556 
  781,693 
Food Products - 1.7%   
Archer Daniels Midland Co. 6,077 265,686 
Danone SA sponsored ADR 30,585 469,633 
General Mills, Inc. 4,174 176,518 
Tyson Foods, Inc. Class A 5,981 403,538 
  1,315,375 
Household Products - 1.0%   
Colgate-Palmolive Co. 5,065 319,551 
Kimberly-Clark Corp. 887 89,454 
Procter & Gamble Co. 5,115 374,265 
  783,270 
Tobacco - 0.4%   
Philip Morris International, Inc. 3,195 254,130 
TOTAL CONSUMER STAPLES  5,040,872 
ENERGY - 1.2%   
Energy Equipment & Services - 0.6%   
Schlumberger Ltd. 7,083 486,390 
Oil, Gas & Consumable Fuels - 0.6%   
Marathon Petroleum Corp. 2,520 199,156 
Valero Energy Corp. 2,135 258,762 
  457,918 
TOTAL ENERGY  944,308 
FINANCIALS - 4.0%   
Banks - 0.5%   
Bank of America Corp. 9,706 281,862 
Zions Bancorporation 2,155 118,116 
  399,978 
Capital Markets - 2.0%   
Affiliated Managers Group, Inc. 878 139,830 
Bank of New York Mellon Corp. 4,240 232,140 
E*TRADE Financial Corp. (a) 4,280 271,138 
FactSet Research Systems, Inc. 1,393 280,007 
SEI Investments Co. 7,207 459,662 
State Street Corp. 1,560 149,932 
  1,532,709 
Consumer Finance - 0.8%   
American Express Co. 1,900 186,770 
Discover Financial Services 3,508 259,101 
Synchrony Financial 4,841 167,644 
  613,515 
Insurance - 0.7%   
MetLife, Inc. 4,142 190,491 
Progressive Corp. 2,230 138,461 
Prudential Financial, Inc. 1,951 188,935 
  517,887 
TOTAL FINANCIALS  3,064,089 
HEALTH CARE - 12.1%   
Biotechnology - 3.4%   
AbbVie, Inc. 3,832 379,138 
Amgen, Inc. 4,864 873,672 
Biogen, Inc. (a) 1,627 478,273 
Celgene Corp. (a) 4,458 350,755 
Regeneron Pharmaceuticals, Inc. (a) 1,458 437,867 
Vertex Pharmaceuticals, Inc. (a) 546 84,084 
  2,603,789 
Health Care Equipment & Supplies - 2.1%   
Align Technology, Inc. (a) 898 298,091 
Edwards Lifesciences Corp. (a) 4,542 623,662 
Medtronic PLC 1,575 135,954 
The Cooper Companies, Inc. 1,085 245,546 
Varian Medical Systems, Inc. (a) 2,515 296,443 
  1,599,696 
Health Care Providers & Services - 3.1%   
Aetna, Inc. 1,684 296,603 
CVS Health Corp. 1,404 89,000 
Express Scripts Holding Co. (a) 588 44,576 
HCA Holdings, Inc. 2,396 247,123 
Humana, Inc. 336 97,769 
Laboratory Corp. of America Holdings (a) 1,646 297,251 
McKesson Corp. 1,058 150,173 
UnitedHealth Group, Inc. 4,019 970,629 
Wellcare Health Plans, Inc. (a) 890 197,286 
  2,390,410 
Health Care Technology - 0.4%   
Cerner Corp. (a) 5,606 334,566 
Life Sciences Tools & Services - 0.6%   
Thermo Fisher Scientific, Inc. 2,244 467,358 
Pharmaceuticals - 2.5%   
Bristol-Myers Squibb Co. 1,508 79,351 
Eli Lilly & Co. 4,747 403,685 
Johnson & Johnson 2,000 239,240 
Merck & Co., Inc. 7,982 475,168 
Novartis AG sponsored ADR 3,389 252,548 
Novo Nordisk A/S Series B sponsored ADR 9,966 473,784 
  1,923,776 
TOTAL HEALTH CARE  9,319,595 
INDUSTRIALS - 8.3%   
Aerospace & Defense - 2.8%   
General Dynamics Corp. 612 123,447 
Lockheed Martin Corp. 657 206,653 
Northrop Grumman Corp. 1,152 376,992 
Textron, Inc. 3,345 222,710 
The Boeing Co. 3,533 1,244,181 
  2,173,983 
Air Freight & Logistics - 0.9%   
Expeditors International of Washington, Inc. 6,949 517,562 
United Parcel Service, Inc. Class B 1,552 180,218 
  697,780 
Airlines - 0.4%   
Delta Air Lines, Inc. 5,659 305,869 
Building Products - 0.3%   
Owens Corning 4,069 257,242 
Machinery - 2.4%   
Allison Transmission Holdings, Inc. 2,966 122,525 
Caterpillar, Inc. 2,775 421,550 
Deere & Co. 2,989 446,885 
Illinois Tool Works, Inc. 1,541 221,442 
Ingersoll-Rand PLC 4,315 377,735 
Oshkosh Corp. 1,865 135,679 
Stanley Black & Decker, Inc. 630 87,721 
  1,813,537 
Road & Rail - 0.7%   
Kansas City Southern 383 41,038 
Union Pacific Corp. 3,239 462,400 
  503,438 
Trading Companies & Distributors - 0.8%   
United Rentals, Inc. (a) 2,945 469,934 
Univar, Inc. (a) 4,901 133,650 
  603,584 
TOTAL INDUSTRIALS  6,355,433 
INFORMATION TECHNOLOGY - 36.2%   
Communications Equipment - 1.1%   
Cisco Systems, Inc. 20,762 886,745 
Internet Software & Services - 10.9%   
Alibaba Group Holding Ltd. sponsored ADR (a) 5,781 1,144,696 
Alphabet, Inc.:   
Class A (a) 1,642 1,806,200 
Class C (a) 1,737 1,884,628 
Dropbox, Inc. Class B 1,056 28,503 
eBay, Inc. (a) 7,275 274,413 
Facebook, Inc. Class A (a) 15,458 2,964,535 
SurveyMonkey (a)(b)(c) 1,159 13,363 
Twitter, Inc. (a) 4,590 159,273 
VeriSign, Inc. (a) 633 82,569 
  8,358,180 
IT Services - 6.5%   
Accenture PLC Class A 1,984 308,988 
Amdocs Ltd. 2,551 172,090 
Automatic Data Processing, Inc. 1,166 151,603 
Cognizant Technology Solutions Corp. Class A 4,242 319,635 
DXC Technology Co. 3,190 293,831 
Fidelity National Information Services, Inc. 1,624 166,005 
Fiserv, Inc. (a) 3,838 278,639 
Global Payments, Inc. 3,610 401,288 
MasterCard, Inc. Class A 3,225 613,137 
Total System Services, Inc. 3,758 320,144 
Visa, Inc. Class A 12,592 1,646,026 
Worldpay, Inc. (a) 3,923 311,761 
  4,983,147 
Semiconductors & Semiconductor Equipment - 3.4%   
Applied Materials, Inc. 9,506 482,715 
KLA-Tencor Corp. 1,040 117,759 
Lam Research Corp. 1,745 345,824 
Micron Technology, Inc. (a) 3,545 204,157 
NVIDIA Corp. 3,574 901,327 
Qualcomm, Inc. 7,833 455,254 
Texas Instruments, Inc. 1,385 154,995 
  2,662,031 
Software - 9.8%   
Activision Blizzard, Inc. 3,390 240,385 
Adobe Systems, Inc. (a) 3,951 984,905 
Autodesk, Inc. (a) 4,955 639,691 
Electronic Arts, Inc. (a) 3,893 509,633 
Microsoft Corp. 36,907 3,647,888 
Oracle Corp. 15,895 742,614 
Salesforce.com, Inc. (a) 3,174 410,493 
Synopsys, Inc. (a) 3,280 288,870 
Take-Two Interactive Software, Inc. (a) 508 56,937 
  7,521,416 
Technology Hardware, Storage & Peripherals - 4.5%   
Apple, Inc. 15,724 2,938,344 
NetApp, Inc. 4,205 287,286 
Western Digital Corp. 2,647 221,051 
  3,446,681 
TOTAL INFORMATION TECHNOLOGY  27,858,200 
MATERIALS - 1.5%   
Chemicals - 0.9%   
CF Industries Holdings, Inc. 6,006 247,087 
Huntsman Corp. 1,191 38,076 
LyondellBasell Industries NV Class A 2,534 284,112 
Westlake Chemical Corp. 846 97,908 
  667,183 
Containers & Packaging - 0.2%   
Berry Global Group, Inc. (a) 1,191 57,513 
Owens-Illinois, Inc. (a) 5,355 99,603 
Sealed Air Corp. 511 22,259 
  179,375 
Metals & Mining - 0.4%   
Steel Dynamics, Inc. 6,246 308,740 
TOTAL MATERIALS  1,155,298 
REAL ESTATE - 0.7%   
Equity Real Estate Investment Trusts (REITs) - 0.7%   
Extra Space Storage, Inc. 1,496 143,990 
SBA Communications Corp. Class A (a) 1,643 259,709 
Simon Property Group, Inc. 841 134,745 
  538,444 
UTILITIES - 0.2%   
Independent Power and Renewable Electricity Producers - 0.2%   
The AES Corp. 10,401 132,613 
TOTAL COMMON STOCKS   
(Cost $39,702,585)  64,752,652 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (d) 44,507 4,287,812 
Fidelity SAI U.S. Quality Index Fund (d) 282,596 3,863,090 
TOTAL EQUITY FUNDS   
(Cost $5,819,974)  8,150,902 
 Principal Amount  
U.S. Treasury Obligations - 0.2%   
U.S. Treasury Bills, yield at date of purchase 1.8% to 1.88% 8/2/18 to 8/30/18 (e)   
(Cost $129,535) 130,000 129,528 
  Shares Value 
Money Market Funds - 4.8%   
Invesco Government & Agency Portfolio Institutional Class 1.64%(f)   
(Cost $3,741,777) 3,741,777 3,741,777 
TOTAL INVESTMENT IN SECURITIES - 99.8%   
(Cost $49,393,871)  76,774,859 
NET OTHER ASSETS (LIABILITIES) - 0.2%  127,296 
NET ASSETS - 100%  $76,902,155 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini Russell 1000 Growth Index Contracts (United States) 42 June 2018 $3,001,320 $(26,516) $(26,516) 

The notional amount of futures purchased as a percentage of Net Assets is 3.9%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $3,270,988.

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 $13,363 or 0.0% of net assets.

 (c) Level 3 security

 (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 $129,528.

 (f) 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 
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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Blue Chip Growth Fund $3,601,515 $-- $-- $167,257 $-- $686,297 $4,287,812 
Fidelity SAI U.S. Quality Index Fund 3,447,674 -- -- 141,581 -- 415,416 3,863,090 
Total $7,049,189 $-- $-- $308,838 $-- $1,101,713 $8,150,902 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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 $10,343,800 $10,343,800 $-- $-- 
Consumer Staples 5,040,872 5,040,872 -- -- 
Energy 944,308 944,308 -- -- 
Financials 3,064,089 3,064,089 -- -- 
Health Care 9,319,595 9,319,595 -- -- 
Industrials 6,355,433 6,355,433 -- -- 
Information Technology 27,858,200 27,816,334 28,503 13,363 
Materials 1,155,298 1,155,298 -- -- 
Real Estate 538,444 538,444 -- -- 
Utilities 132,613 132,613 -- -- 
Equity Funds 8,150,902 8,150,902 -- -- 
Other Short-Term Investments 129,528 -- 129,528 -- 
Money Market Funds 3,741,777 3,741,777 -- -- 
Total Investments in Securities: $76,774,859 $76,603,465 $158,031 $13,363 
Derivative Instruments:     
Liabilities     
Futures Contracts $(26,516) $(26,516) $-- $-- 
Total Liabilities $(26,516) $(26,516) $-- $-- 
Total Derivative Instruments: $(26,516) $(26,516) $-- $-- 

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, 2018. 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 $(26,516) 
Total Equity Risk (26,516) 
Total Value of Derivatives $0 $(26,516) 

 (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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $43,573,897) 
$68,623,957  
Affiliated issuers (cost $5,819,974) 8,150,902  
Total Investment in Securities (cost $49,393,871)  $76,774,859 
Receivable for investments sold  112,555 
Receivable for fund shares sold  11,094 
Dividends receivable  98,437 
Interest receivable  4,573 
Prepaid expenses  374 
Other receivables  1,315 
Total assets  77,003,207 
Liabilities   
Payable for fund shares redeemed $6,642  
Accrued management fee 29,242  
Transfer agent fee payable 5,253  
Distribution and service plan fees payable 34  
Payable for daily variation margin on futures contracts 17,010  
Other affiliated payables 2,463  
Audit fees payable 36,362  
Other payables and accrued expenses 4,046  
Total liabilities  101,052 
Net Assets  $76,902,155 
Net Assets consist of:   
Paid in capital  $46,806,312 
Undistributed net investment income  48,792 
Accumulated undistributed net realized gain (loss) on investments  2,692,579 
Net unrealized appreciation (depreciation) on investments  27,354,472 
Net Assets  $76,902,155 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($76,573,234 ÷ 4,912,402 shares)  $15.59 
Class L:   
Net Asset Value, offering price and redemption price per share ($165,393 ÷ 10,619 shares)  $15.58 
Class N:   
Net Asset Value, offering price and redemption price per share ($163,528 ÷ 10,516 shares)  $15.55 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $733,926 
Affiliated issuers  57,878 
Interest  43,352 
Total income  835,156 
Expenses   
Management fee $335,526  
Transfer agent fees 61,132  
Distribution and service plan fees 381  
Accounting fees and expenses 28,277  
Custodian fees and expenses 10,057  
Independent trustees' fees and expenses 905  
Registration fees 43,806  
Audit 63,861  
Legal 2,047  
Miscellaneous 836  
Total expenses  546,828 
Net investment income (loss)  288,328 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 3,666,342  
Futures contracts 669,743  
Capital gain distributions from underlying funds:   
Affiliated issuers 250,960  
Total net realized gain (loss)  4,587,045 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 6,911,989  
Affiliated issuers 1,101,713  
Futures contracts (164,597)  
Total change in net unrealized appreciation (depreciation)  7,849,105 
Net gain (loss)  12,436,150 
Net increase (decrease) in net assets resulting from operations  $12,724,478 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $288,328 $281,963 
Net realized gain (loss) 4,587,045 5,959,385 
Change in net unrealized appreciation (depreciation) 7,849,105 4,559,837 
Net increase (decrease) in net assets resulting from operations 12,724,478 10,801,185 
Distributions to shareholders from net investment income (341,014) (319,551) 
Distributions to shareholders from net realized gain (3,169,123) (7,341,393) 
Total distributions (3,510,137) (7,660,944) 
Share transactions - net increase (decrease) 1,329,529 4,574,494 
Total increase (decrease) in net assets 10,543,870 7,714,735 
Net Assets   
Beginning of period 66,358,285 58,643,550 
End of period $76,902,155 $66,358,285 
Other Information   
Undistributed net investment income end of period $48,792 $101,429 

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


Financial Highlights

Strategic Advisers Growth Multi-Manager Fund

Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $13.73 $13.17 $14.04 $14.73 $12.70 
Income from Investment Operations      
Net investment income (loss)A .06 .06 .06 .05 .08 
Net realized and unrealized gain (loss) 2.53 2.21B (.16) 1.71 2.74 
Total from investment operations 2.59 2.27 (.10) 1.76 2.82 
Distributions from net investment income (.07) (.07) (.05) (.06) (.07) 
Distributions from net realized gain (.66) (1.64) (.72) (2.38) (.73) 
Total distributions (.73) (1.71) (.77) (2.45)C (.79)D 
Net asset value, end of period $15.59 $13.73 $13.17 $14.04 $14.73 
Total ReturnE 19.47% 19.13%B (.66)% 13.15% 22.94% 
Ratios to Average Net AssetsF      
Expenses before reductions .75% .80% .82% .84% .83% 
Expenses net of fee waivers, if any .75% .80% .82% .84% .80% 
Expenses net of all reductions .75% .80% .82% .84% .80% 
Net investment income (loss) .40% .46% .46% .39% .55% 
Supplemental Data      
Net assets, end of period (000 omitted) $76,573 $62,610 $55,948 $62,615 $65,731 
Portfolio turnover rateG 30% 52% 46% 46% 51% 

 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.


Strategic Advisers Growth Multi-Manager Fund Class L

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.72 $13.16 $14.03 $14.72 $13.96 
Income from Investment Operations      
Net investment income (loss)B .06 .06 .06 .05 .05 
Net realized and unrealized gain (loss) 2.53 2.21C (.15) 1.71 1.22 
Total from investment operations 2.59 2.27 (.09) 1.76 1.27 
Distributions from net investment income (.07) (.07) (.05) (.07) (.05) 
Distributions from net realized gain (.66) (1.64) (.72) (2.38) (.46) 
Total distributions (.73) (1.71) (.78)D (2.45) (.51) 
Net asset value, end of period $15.58 $13.72 $13.16 $14.03 $14.72 
Total ReturnE,F 19.49% 19.15%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG      
Expenses before reductions .75% .80% .82% .84% .85%H 
Expenses net of fee waivers, if any .75% .80% .82% .84% .85%H 
Expenses net of all reductions .75% .80% .82% .84% .85%H 
Net investment income (loss) .40% .46% .46% .39% .58%H 
Supplemental Data      
Net assets, end of period (000 omitted) $165 $139 $123 $124 $109 
Portfolio turnover rateI 30% 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.


Strategic Advisers Growth Multi-Manager Fund Class N

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.70 $13.15 $14.01 $14.71 $13.96 
Income from Investment Operations      
Net investment income (loss)B .02 .03 .03 .02 .03 
Net realized and unrealized gain (loss) 2.53 2.20C (.15) 1.70 1.23 
Total from investment operations 2.55 2.23 (.12) 1.72 1.26 
Distributions from net investment income (.04) (.04) (.02) (.03) (.05) 
Distributions from net realized gain (.66) (1.64) (.72) (2.38) (.46) 
Total distributions (.70) (1.68) (.74) (2.42)D (.51) 
Net asset value, end of period $15.55 $13.70 $13.15 $14.01 $14.71 
Total ReturnE,F 19.15% 18.79%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.00% 1.05% 1.07% 1.09% 1.10%H 
Expenses net of fee waivers, if any 1.00% 1.05% 1.07% 1.09% 1.10%H 
Expenses net of all reductions 1.00% 1.05% 1.06% 1.09% 1.10%H 
Net investment income (loss) .15% .21% .21% .14% .32%H 
Supplemental Data      
Net assets, end of period (000 omitted) $164 $137 $122 $123 $109 
Portfolio turnover rateI 30% 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, 2018

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 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.

Effective December 5, 2017, the Fund no longer offered Class F, and all outstanding shares of Class F were redeemed.

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, 2018, 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 and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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), certain independent Trustees have elected 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, 2018, 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 and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $28,095,915 
Gross unrealized depreciation (780,327) 
Net unrealized appreciation (depreciation) $27,315,588 
Tax Cost $49,459,271 

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

Undistributed ordinary income $299,709 
Undistributed long-term capital gain $2,481,862 
Net unrealized appreciation (depreciation) on securities and other investments $27,315,588 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $403,002 $ 516,495 
Long-term Capital Gains 3,107,135 7,144,449 
Total $3,510,137 $ 7,660,944 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $20,739,164 and $22,339,290, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers LLC (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 .46% of the Fund's average net assets.

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P. and Massachusetts Financial Services Company (MFS) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

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

 Service Fee Total Fees Retained by FDC 
Class N .25% $381 $381 

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 $60,879 .09 
Class L 127 .08 
Class N 126 .08 
 $61,132  

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. For the period, the fees were equivalent to an annual rate of .04%.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $42 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 $196 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. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2018 
Year ended
May 31, 2017 
From net investment income   
Growth Multi-Manager $333,149 $301,715 
Class F 6,749 16,794 
Class L 739 671 
Class N 377 371 
Total $341,014 $319,551 
From net realized gain   
Growth Multi-Manager $3,077,441 $6,978,535 
Class F 78,239 332,358 
Class L 6,748 15,293 
Class N 6,695 15,207 
Total $3,169,123 $7,341,393 

8. 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, 2018 Year ended May 31, 2017 Year ended May 31, 2018 Year ended May 31, 2017 
Growth Multi-Manager     
Shares sold 298,280 85,500 $4,480,988 $1,104,425 
Reinvestment of distributions 239,972 587,340 3,410,590 7,280,250 
Shares redeemed (184,489) (361,805) (2,779,444) (4,658,114) 
Net increase (decrease) 353,763 311,035 $5,112,134 $3,726,561 
Class F     
Shares sold 69,702 110,246 $993,972 $1,414,746 
Reinvestment of distributions 6,324 28,217 84,988 349,152 
Shares redeemed (328,909) (71,636) (4,876,124) (933,819) 
Net increase (decrease) (252,883) 66,827 $(3,797,164) $830,079 
Class L     
Reinvestment of distributions 527 1,289 7,487 15,964 
Shares redeemed – (534) – (6,870) 
Net increase (decrease) 527 755 $7,487 $9,094 
Class N     
Reinvestment of distributions 499 1,258 7,072 15,578 
Shares redeemed – (531) – (6,818) 
Net increase (decrease) 499 727 $7,072 $8,760 

9. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 91% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Growth Multi-Manager Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 16, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Growth Multi-Manager .70%    
Actual  $1,000.00 $1,056.40 $3.59 
Hypothetical-C  $1,000.00 $1,021.44 $3.53 
Class L .70%    
Actual  $1,000.00 $1,056.40 $3.59 
Hypothetical-C  $1,000.00 $1,021.44 $3.53 
Class N .95%    
Actual  $1,000.00 $1,054.30 $4.87 
Hypothetical-C  $1,000.00 $1,020.19 $4.78 

 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-Manager Fund     
Strategic Advisers Growth Multi-Manager Fund 07/09/18 07/06/18 $0.010 $0.557 
Class L 07/09/18 07/06/18 $0.011 $0.557 
Class N 07/09/18 07/06/18 $0.000 $0.552 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $4,076,550, 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, 2017 during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of the dividends distributed in July and December, 2017 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 2019 of amounts for use in preparing 2018 income tax returns.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMG-L-MMG-N-ANN-0718
1.9585625.104


Strategic Advisers® Value Multi-Manager Fund



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of 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


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Value Multi-Manager Fund 13.44% 10.95% 13.78% 

 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

$23,270Strategic Advisers® Value Multi-Manager Fund

$22,964Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 13%, handily outpacing the 8.25% return of the benchmark Russell 1000® Value Index. The Fund’s positioning enabled it to benefit from market-leading sectors that tend to be highly sensitive to economic growth, such as information technology and financials. Strong stock selection by our underlying managers also fueled relative performance. Sub-advisers LSV Asset Management and Brandywine Global Investment Management were the top relative contributors, as both managers received a sizable boost from underweighting the more defensive "bond proxy" sectors. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in industrials, strong selection in health care and an underweighting in consumer staples. Sub-adviser Brandywine's strategy emphasizing traditional value metrics, as well as company quality, resulted in solid picks in industrials and technology, along with an underweighting in consumer staples. Sub-adviser Aristotle Capital Management provided a further boost to relative results, as its opportunistic, traditional value strategy yielded productive picks and favorable positioning in technology and industrials. There were no relative detractors this period, as the three managers in the Fund all contributed value versus the benchmark.

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, 2018

(excluding cash equivalents) % of fund's net assets 
JPMorgan Chase & Co. 3.1 
Intel Corp. 2.1 
Apple, Inc. 1.9 
Pfizer, Inc. 1.9 
Johnson & Johnson 1.8 
Amgen, Inc. 1.7 
Cisco Systems, Inc. 1.6 
Citigroup, Inc. 1.6 
Bank of America Corp. 1.5 
AbbVie, Inc. 1.4 
 18.6 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Financials 25.0 
Information Technology 15.3 
Health Care 13.9 
Consumer Discretionary 9.2 
Energy 7.2 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 92.5% 
   Short-Term Investments and Net Other Assets (Liabilities) 7.5% 


Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 92.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 9.2%   
Auto Components - 1.0%   
Aptiv PLC 210 $20,475 
BorgWarner, Inc. 1,275 62,195 
Gentex Corp. 229 5,503 
Lear Corp. 357 70,686 
The Goodyear Tire & Rubber Co. 1,700 41,531 
  200,390 
Automobiles - 1.3%   
Ford Motor Co. 7,353 84,927 
General Motors Co. 2,982 127,331 
Harley-Davidson, Inc. 900 36,972 
Thor Industries, Inc. 41 3,797 
  253,027 
Distributors - 0.1%   
Genuine Parts Co. 94 8,534 
LKQ Corp. (a) 199 6,322 
  14,856 
Hotels, Restaurants & Leisure - 0.6%   
Brinker International, Inc. 400 17,492 
Carnival Corp. 445 27,715 
Darden Restaurants, Inc. 78 6,818 
Hyatt Hotels Corp. Class A 30 2,452 
Norwegian Cruise Line Holdings Ltd. (a) 178 9,317 
Royal Caribbean Cruises Ltd. 178 18,686 
Wyndham Worldwide Corp. 381 41,316 
  123,796 
Household Durables - 1.4%   
D.R. Horton, Inc. 50 2,111 
Garmin Ltd. 149 8,953 
Lennar Corp.:   
Class A 1,820 94,167 
Class B 38 1,572 
Mohawk Industries, Inc. (a) 62 12,650 
NVR, Inc. (a) 8,972 
PulteGroup, Inc. 247 7,472 
Sony Corp. sponsored ADR 1,950 91,826 
Toll Brothers, Inc. 128 5,055 
Whirlpool Corp. 300 43,425 
  276,203 
Leisure Products - 0.0%   
Brunswick Corp. 73 4,643 
Media - 1.4%   
Gannett Co., Inc. 600 6,342 
Interpublic Group of Companies, Inc. 320 7,232 
News Corp. Class A 319 4,795 
Omnicom Group, Inc. 146 10,524 
Tegna, Inc. 1,200 12,444 
The Madison Square Garden Co. (a) 15 3,931 
The Walt Disney Co. 1,226 121,950 
Time Warner, Inc. 935 88,040 
Viacom, Inc. Class B (non-vtg.) 900 24,390 
  279,648 
Multiline Retail - 1.4%   
Dillard's, Inc. Class A 300 24,429 
Dollar General Corp. 205 17,933 
Kohl's Corp. 1,226 81,836 
Macy's, Inc. 692 24,158 
Nordstrom, Inc. 139 6,815 
Target Corp. 1,653 120,487 
  275,658 
Specialty Retail - 1.9%   
AutoZone, Inc. (a) 23 14,934 
Best Buy Co., Inc. 1,044 71,253 
CarMax, Inc. (a) 151 10,407 
Foot Locker, Inc. 76 4,102 
Gap, Inc. 324 9,066 
Home Depot, Inc. 795 148,307 
Lowe's Companies, Inc. 621 59,001 
Penske Automotive Group, Inc. 800 38,520 
Tractor Supply Co. 44 3,270 
  358,860 
Textiles, Apparel & Luxury Goods - 0.1%   
Carter's, Inc. 35 3,815 
Michael Kors Holdings Ltd. (a) 85 4,878 
PVH Corp. 64 10,240 
  18,933 
TOTAL CONSUMER DISCRETIONARY  1,806,014 
CONSUMER STAPLES - 5.2%   
Beverages - 0.5%   
The Coca-Cola Co. 2,472 106,296 
Food & Staples Retailing - 2.2%   
Kroger Co. 5,717 139,095 
Walgreens Boots Alliance, Inc. 2,305 143,809 
Walmart, Inc. 1,680 138,667 
  421,571 
Food Products - 2.0%   
Archer Daniels Midland Co. 2,911 127,269 
Bunge Ltd. 19 1,321 
ConAgra Foods, Inc. 253 9,376 
Ingredion, Inc. 354 39,432 
Mondelez International, Inc. 2,010 78,933 
Pilgrim's Pride Corp. (a) 1,743 33,971 
The J.M. Smucker Co. 495 53,213 
Tyson Foods, Inc. Class A 700 47,229 
  390,744 
Personal Products - 0.5%   
Unilever NV (NY Reg.) 1,790 99,828 
TOTAL CONSUMER STAPLES  1,018,439 
ENERGY - 7.2%   
Energy Equipment & Services - 0.6%   
Halliburton Co. 1,945 96,744 
Helmerich & Payne, Inc. 91 6,041 
National Oilwell Varco, Inc. 317 13,130 
Parker Drilling Co. (a) 2,100 924 
  116,839 
Oil, Gas & Consumable Fuels - 6.6%   
Antero Resources Corp. (a) 204 3,898 
Apache Corp. 51 2,040 
Carrizo Oil & Gas, Inc. (a) 2,500 63,150 
Chevron Corp. 2,183 271,347 
ConocoPhillips Co. 969 65,301 
Devon Energy Corp. 331 13,760 
Energen Corp. (a) 81 5,495 
EQT Corp. 160 8,246 
Exxon Mobil Corp. 2,220 180,353 
Hess Corp. 263 15,890 
HollyFrontier Corp. 135 10,419 
Marathon Oil Corp. 708 15,172 
Marathon Petroleum Corp. 1,212 95,784 
Murphy Oil Corp. 117 3,598 
Newfield Exploration Co. (a) 128 3,743 
PBF Energy, Inc. Class A 1,900 89,642 
Phillips 66 Co. 1,493 173,920 
Pioneer Natural Resources Co. 395 76,275 
Valero Energy Corp. 1,550 187,860 
  1,285,893 
TOTAL ENERGY  1,402,732 
FINANCIALS - 25.0%   
Banks - 13.3%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 12,528 86,193 
Bank of America Corp. 10,090 293,014 
BB&T Corp. 1,549 81,323 
BOK Financial Corp. 679 68,545 
CIT Group, Inc. 109 5,442 
Citigroup, Inc. 4,757 317,244 
Citizens Financial Group, Inc. 1,806 73,775 
Comerica, Inc. 123 11,598 
Commerce Bancshares, Inc. 76 4,908 
Cullen/Frost Bankers, Inc. 653 74,592 
East West Bancorp, Inc. 1,541 107,069 
Fifth Third Bancorp 2,188 66,909 
Huntington Bancshares, Inc. 894 13,294 
JPMorgan Chase & Co. 5,572 596,249 
KeyCorp 2,784 54,121 
M&T Bank Corp. 125 21,510 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 57,936 
PNC Financial Services Group, Inc. 794 113,868 
Prosperity Bancshares, Inc. 58 4,201 
Regions Financial Corp. 5,845 106,613 
SunTrust Banks, Inc. 1,590 107,341 
Synovus Financial Corp. 96 5,195 
U.S. Bancorp 1,377 68,836 
Umpqua Holdings Corp. 142 3,343 
Webster Financial Corp. 77 4,936 
Wells Fargo & Co. 4,677 252,511 
Western Alliance Bancorp. (a) 71 4,278 
Zions Bancorporation 165 9,044 
  2,613,888 
Capital Markets - 3.6%   
Affiliated Managers Group, Inc. 35 5,574 
Ameriprise Financial, Inc. 1,417 196,439 
Bank of New York Mellon Corp. 845 46,264 
Brighthouse Financial, Inc. 118 5,559 
E*TRADE Financial Corp. (a) 215 13,620 
Goldman Sachs Group, Inc. 517 116,780 
Lazard Ltd. Class A 108 5,556 
Legg Mason, Inc. 1,300 48,451 
Morgan Stanley 2,807 140,743 
Northern Trust Corp. 161 16,506 
Raymond James Financial, Inc. 101 9,753 
State Street Corp. 706 67,854 
T. Rowe Price Group, Inc. 189 22,948 
The NASDAQ OMX Group, Inc. 108 9,921 
  705,968 
Consumer Finance - 2.2%   
Ally Financial, Inc. 362 9,285 
American Express Co. 723 71,071 
Capital One Financial Corp. 2,198 206,612 
Credit Acceptance Corp. (a) 12 4,236 
Discover Financial Services 1,316 97,200 
Navient Corp. 1,100 15,191 
Santander Consumer U.S.A. Holdings, Inc. 300 5,373 
Synchrony Financial 635 21,990 
  430,958 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 2,872 
Jefferies Financial Group, Inc. 297 6,498 
Voya Financial, Inc. 146 7,583 
  16,953 
Insurance - 5.3%   
AFLAC, Inc. 1,650 74,349 
Alleghany Corp. 13 7,417 
Allstate Corp. 802 74,971 
American Financial Group, Inc. 145 15,933 
American International Group, Inc. 963 50,837 
Aon PLC 32 4,476 
Assurant, Inc. 400 37,340 
Athene Holding Ltd. (a) 119 5,316 
Axis Capital Holdings Ltd. 600 34,110 
Chubb Ltd. 1,032 134,872 
Cincinnati Financial Corp. 137 9,504 
Everest Re Group Ltd. 166 37,398 
FNF Group 195 7,207 
Hartford Financial Services Group, Inc. 1,198 62,691 
Lincoln National Corp. 1,282 84,984 
Loews Corp. 274 13,390 
Markel Corp. (a) 10 10,971 
MetLife, Inc. 1,677 77,125 
Principal Financial Group, Inc. 226 12,611 
Prudential Financial, Inc. 1,052 101,876 
Reinsurance Group of America, Inc. 55 8,219 
RenaissanceRe Holdings Ltd. 26 3,192 
The Travelers Companies, Inc. 802 103,073 
Torchmark Corp. 233 19,765 
Unum Group 800 31,048 
W.R. Berkley Corp. 101 7,723 
Willis Group Holdings PLC 50 7,558 
  1,037,956 
Mortgage Real Estate Investment Trusts - 0.3%   
Annaly Capital Management, Inc. 5,300 55,279 
Thrifts & Mortgage Finance - 0.2%   
New York Community Bancorp, Inc. 407 4,717 
Radian Group, Inc. 2,100 33,390 
  38,107 
TOTAL FINANCIALS  4,899,109 
HEALTH CARE - 13.9%   
Biotechnology - 4.0%   
AbbVie, Inc. 2,885 285,442 
Amgen, Inc. 1,814 325,831 
Biogen, Inc. (a) 176 51,737 
Gilead Sciences, Inc. 1,789 120,579 
  783,589 
Health Care Equipment & Supplies - 1.2%   
Danaher Corp. 1,289 127,972 
Medtronic PLC 1,280 110,490 
  238,462 
Health Care Providers & Services - 3.3%   
Acadia Healthcare Co., Inc. (a) 1,883 75,678 
Aetna, Inc. 460 81,020 
AmerisourceBergen Corp. 126 10,350 
Anthem, Inc. 463 102,517 
Cardinal Health, Inc. 400 20,836 
Cigna Corp. 203 34,382 
DaVita HealthCare Partners, Inc. (a) 152 10,160 
Express Scripts Holding Co. (a) 1,272 96,430 
HCA Holdings, Inc. 1,092 112,629 
Laboratory Corp. of America Holdings (a) 85 15,350 
McKesson Corp. 457 64,867 
Quest Diagnostics, Inc. 104 11,079 
  635,298 
Pharmaceuticals - 5.4%   
Bristol-Myers Squibb Co. 1,050 55,251 
Johnson & Johnson 2,910 348,094 
Mallinckrodt PLC (a) 1,200 20,220 
Merck & Co., Inc. 2,730 162,517 
Mylan NV (a) 447 17,192 
Novartis AG sponsored ADR 1,040 77,501 
Perrigo Co. PLC 117 8,560 
Pfizer, Inc. 10,062 361,528 
  1,050,863 
TOTAL HEALTH CARE  2,708,212 
INDUSTRIALS - 6.7%   
Aerospace & Defense - 1.6%   
General Dynamics Corp. 555 111,949 
Huntington Ingalls Industries, Inc. 1,326 
Spirit AeroSystems Holdings, Inc. Class A 795 67,344 
The Boeing Co. 100 35,216 
Triumph Group, Inc. 700 14,840 
United Technologies Corp. 628 78,387 
  309,062 
Air Freight & Logistics - 0.8%   
FedEx Corp. 322 80,217 
United Parcel Service, Inc. Class B 574 66,653 
  146,870 
Airlines - 1.0%   
American Airlines Group, Inc. 394 17,155 
Delta Air Lines, Inc. 1,589 85,885 
JetBlue Airways Corp. (a) 239 4,515 
Southwest Airlines Co. 490 25,029 
United Continental Holdings, Inc. (a) 878 61,100 
  193,684 
Building Products - 0.5%   
Johnson Controls International PLC 2,670 89,605 
Masco Corp. 200 7,454 
Owens Corning 93 5,879 
  102,938 
Commercial Services & Supplies - 0.2%   
Deluxe Corp. 500 33,270 
LSC Communications, Inc. 187 2,367 
R.R. Donnelley & Sons Co. 500 3,120 
  38,757 
Electrical Equipment - 0.2%   
Eaton Corp. PLC 367 28,105 
Hubbell, Inc. Class B 37 3,985 
  32,090 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 51 5,477 
Honeywell International, Inc. 597 88,302 
  93,779 
Machinery - 1.4%   
AGCO Corp. 566 35,998 
Allison Transmission Holdings, Inc. 117 4,833 
Cummins, Inc. 138 19,650 
Dover Corp. 20 1,544 
Ingersoll-Rand PLC 208 18,208 
Oshkosh Corp. 1,462 106,361 
PACCAR, Inc. 293 18,233 
Parker Hannifin Corp. 85 14,527 
Pentair PLC 120 5,237 
Snap-On, Inc. 47 6,948 
Trinity Industries, Inc. 1,313 45,285 
  276,824 
Professional Services - 0.0%   
Manpower, Inc. 55 4,950 
Road & Rail - 0.3%   
AMERCO 16 5,167 
Kansas City Southern 70 7,501 
Norfolk Southern Corp. 146 22,141 
Ryder System, Inc. 400 26,832 
  61,641 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 1,400 29,904 
United Rentals, Inc. (a) 67 10,691 
  40,595 
TOTAL INDUSTRIALS  1,301,190 
INFORMATION TECHNOLOGY - 15.3%   
Communications Equipment - 1.7%   
Arris International PLC (a) 140 3,539 
Cisco Systems, Inc. 7,516 321,008 
Juniper Networks, Inc. 46 1,225 
Motorola Solutions, Inc. 128 13,740 
  339,512 
Electronic Equipment & Components - 1.2%   
Arrow Electronics, Inc. (a) 573 42,471 
CDW Corp. 124 9,926 
Corning, Inc. 2,852 77,489 
Dell Technologies, Inc. (a) 278 22,423 
Flextronics International Ltd. (a) 1,600 22,224 
Tech Data Corp. (a) 400 34,724 
Vishay Intertechnology, Inc. 1,300 27,560 
  236,817 
IT Services - 1.6%   
Alliance Data Systems Corp. 46 9,698 
DXC Technology Co. 163 15,014 
IBM Corp. 1,172 165,615 
PayPal Holdings, Inc. (a) 1,420 116,539 
The Western Union Co. 383 7,618 
  314,484 
Semiconductors & Semiconductor Equipment - 4.1%   
Applied Materials, Inc. 1,983 100,697 
Cirrus Logic, Inc. (a) 600 22,488 
Intel Corp. 7,501 414,055 
KLA-Tencor Corp. 132 14,946 
Lam Research Corp. 437 86,605 
Marvell Technology Group Ltd. 392 8,444 
Microchip Technology, Inc. 1,420 138,280 
Qorvo, Inc. (a) 100 8,025 
Skyworks Solutions, Inc. 24 2,367 
Teradyne, Inc. 163 6,179 
  802,086 
Software - 3.3%   
Adobe Systems, Inc. (a) 824 205,407 
ANSYS, Inc. (a) 705 114,774 
CA Technologies, Inc. 348 12,438 
Microsoft Corp. 1,620 160,121 
Oracle Corp. 3,223 150,579 
  643,319 
Technology Hardware, Storage & Peripherals - 3.4%   
Apple, Inc. 2,002 374,114 
Hewlett Packard Enterprise Co. 2,898 44,166 
HP, Inc. 3,671 80,872 
NCR Corp. (a) 1,100 33,110 
Seagate Technology LLC 900 50,715 
Western Digital Corp. 500 41,755 
Xerox Corp. 1,150 31,257 
  655,989 
TOTAL INFORMATION TECHNOLOGY  2,992,207 
MATERIALS - 3.5%   
Chemicals - 2.1%   
Ashland Global Holdings, Inc. 43 3,342 
Celanese Corp. Class A 113 12,760 
Eastman Chemical Co. 719 74,999 
Huntsman Corp. 1,682 53,774 
LyondellBasell Industries NV Class A 1,066 119,520 
PPG Industries, Inc. 1,168 117,875 
RPM International, Inc. 95 4,703 
The Chemours Co. LLC 154 7,544 
Westlake Chemical Corp. 101 11,689 
  406,206 
Construction Materials - 0.5%   
Martin Marietta Materials, Inc. 480 106,978 
Containers & Packaging - 0.6%   
International Paper Co. 824 44,084 
Packaging Corp. of America 472 55,460 
Sonoco Products Co. 78 3,988 
WestRock Co. 111 6,536 
  110,068 
Metals & Mining - 0.2%   
Newmont Mining Corp. 279 10,861 
Nucor Corp. 265 17,010 
Reliance Steel & Aluminum Co. 60 5,614 
Steel Dynamics, Inc. 198 9,787 
  43,272 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 24,035 
TOTAL MATERIALS  690,559 
REAL ESTATE - 1.5%   
Equity Real Estate Investment Trusts (REITs) - 1.4%   
DDR Corp. 3,050 46,330 
Equity Lifestyle Properties, Inc. 374 33,997 
Hospitality Properties Trust (SBI) 1,100 31,845 
Host Hotels & Resorts, Inc. 2,400 51,912 
Mack-Cali Realty Corp. 1,000 19,770 
Medical Properties Trust, Inc. 1,100 14,927 
Sun Communities, Inc. 402 38,865 
VEREIT, Inc. 5,100 36,516 
  274,162 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 45 2,079 
Jones Lang LaSalle, Inc. 38 6,223 
  8,302 
TOTAL REAL ESTATE  282,464 
TELECOMMUNICATION SERVICES - 1.8%   
Diversified Telecommunication Services - 1.8%   
AT&T, Inc. 3,300 106,656 
Verizon Communications, Inc. 5,300 252,651 
  359,307 
UTILITIES - 3.2%   
Electric Utilities - 1.7%   
American Electric Power Co., Inc. 385 26,161 
Duke Energy Corp. 459 35,416 
Entergy Corp. 1,040 84,146 
Eversource Energy 249 14,213 
Exelon Corp. 1,900 78,641 
FirstEnergy Corp. 2,000 68,840 
OGE Energy Corp. 26 911 
Pinnacle West Capital Corp. 87 6,926 
Westar Energy, Inc. 106 6,010 
Xcel Energy, Inc. 368 16,751 
  338,015 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,462 76,960 
UGI Corp. 23 1,161 
  78,121 
Independent Power and Renewable Electricity Producers - 0.3%   
The AES Corp. 5,287 67,409 
Multi-Utilities - 0.8%   
Ameren Corp. 202 11,956 
DTE Energy Co. 140 14,340 
Public Service Enterprise Group, Inc. 2,021 107,073 
WEC Energy Group, Inc. 263 16,608 
  149,977 
TOTAL UTILITIES  633,522 
TOTAL COMMON STOCKS   
(Cost $12,244,625)  18,093,755 
 Principal Amount  
U.S. Treasury Obligations - 0.3%   
U.S. Treasury Bills, yield at date of purchase 1.67% to 1.89% 6/14/18 to 8/30/18 (b)   
(Cost $59,873) $60,000 59,873 
  Shares Value 
Money Market Funds - 7.1%   
Invesco Government & Agency Portfolio Institutional Class 1.64%(c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.67%(c) 1,396,920 1,396,920 
TOTAL MONEY MARKET FUNDS   
(Cost $1,396,930)  1,396,930 
TOTAL INVESTMENT IN SECURITIES - 99.9%   
(Cost $13,701,428)  19,550,558 
NET OTHER ASSETS (LIABILITIES) - 0.1%  16,698 
NET ASSETS - 100%  $19,567,256 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini Russell 1000 Value Index Contracts (United States) 21 June 2018 $1,246,455 $1,539 $1,539 

The notional amount of futures purchased as a percentage of Net Assets is 6.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,800,157.

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 $59,873.

 (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, 2018, 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 $1,806,014 $1,806,014 $-- $-- 
Consumer Staples 1,018,439 1,018,439 -- -- 
Energy 1,402,732 1,402,732 -- -- 
Financials 4,899,109 4,899,109 -- -- 
Health Care 2,708,212 2,708,212 -- -- 
Industrials 1,301,190 1,301,190 -- -- 
Information Technology 2,992,207 2,992,207 -- -- 
Materials 690,559 690,559 -- -- 
Real Estate 282,464 282,464 -- -- 
Telecommunication Services 359,307 359,307 -- -- 
Utilities 633,522 633,522 -- -- 
Other Short-Term Investments 59,873 -- 59,873 -- 
Money Market Funds 1,396,930 1,396,930 -- -- 
Total Investments in Securities: $19,550,558 $19,490,685 $59,873 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $1,539 $1,539 $-- $-- 
Total Assets $1,539 $1,539 $-- $-- 
Total Derivative Instruments: $1,539 $1,539 $-- $-- 

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, 2018. 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) $1,539 $0 
Total Equity Risk 1,539 
Total Value of Derivatives $1,539 $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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $13,701,428) 
 $19,550,558 
Cash  10 
Receivable for investments sold  56,456 
Receivable for fund shares sold  29,193 
Dividends receivable  50,674 
Interest receivable  1,889 
Prepaid expenses  104 
Receivable from investment adviser for expense reductions  3,644 
Other receivables  378 
Total assets  19,692,906 
Liabilities   
Payable for investments purchased $62,471  
Payable for fund shares redeemed 416  
Accrued management fee 8,181  
Distribution and service plan fees payable 29  
Payable for daily variation margin on futures contracts 10,815  
Other affiliated payables 3,031  
Audit fee payable 36,362  
Other payables and accrued expenses 4,345  
Total liabilities  125,650 
Net Assets  $19,567,256 
Net Assets consist of:   
Paid in capital  $12,128,500 
Undistributed net investment income  130,790 
Accumulated undistributed net realized gain (loss) on investments  1,457,297 
Net unrealized appreciation (depreciation) on investments  5,850,669 
Net Assets  $19,567,256 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($19,285,369 ÷ 1,186,882 shares)  $16.25 
Class L:   
Net Asset Value, offering price and redemption price per share ($141,739 ÷ 8,720 shares)  $16.25 
Class N:   
Net Asset Value, offering price and redemption price per share ($140,148 ÷ 8,633 shares)  $16.23 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $461,902 
Interest  21,016 
Total income  482,918 
Expenses   
Management fee $110,611  
Transfer agent fees 27,231  
Distribution and service plan fees 340  
Accounting fees and expenses 8,588  
Custodian fees and expenses 12,390  
Independent trustees' fees and expenses 279  
Registration fees 48,714  
Audit 63,861  
Legal 2,080  
Miscellaneous 360  
Total expenses before reductions 274,454  
Expense reductions (77,250)  
Total expenses after reductions  197,204 
Net investment income (loss)  285,714 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,691,779  
Futures contracts 151,595  
Total net realized gain (loss)  1,843,374 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 831,805  
Futures contracts 3,637  
Total change in net unrealized appreciation (depreciation)  835,442 
Net gain (loss)  2,678,816 
Net increase (decrease) in net assets resulting from operations  $2,964,530 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $285,714 $253,827 
Net realized gain (loss) 1,843,374 500,094 
Change in net unrealized appreciation (depreciation) 835,442 1,781,179 
Net increase (decrease) in net assets resulting from operations 2,964,530 2,535,100 
Distributions to shareholders from net investment income (270,623) (244,137) 
Distributions to shareholders from net realized gain (568,917) (752,307) 
Total distributions (839,540) (996,444) 
Share transactions - net increase (decrease) (1,915,631) 2,308,537 
Total increase (decrease) in net assets 209,359 3,847,193 
Net Assets   
Beginning of period 19,357,897 15,510,704 
End of period $19,567,256 $19,357,897 
Other Information   
Undistributed net investment income end of period $130,790 $116,977 

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


Financial Highlights

Strategic Advisers Value Multi-Manager Fund

Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $14.92 $13.63 $14.83 $14.93 $13.32 
Income from Investment Operations      
Net investment income (loss)A .21 .21 .18 .16 .14 
Net realized and unrealized gain (loss) 1.77 1.95 (.65) 1.23 2.37 
Total from investment operations 1.98 2.16 (.47) 1.39 2.51 
Distributions from net investment income (.21) (.21) (.16) (.15) (.14) 
Distributions from net realized gain (.44) (.66) (.57) (1.35) (.77) 
Total distributions (.65) (.87) (.73) (1.49)B (.90)C 
Net asset value, end of period $16.25 $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 13.44% 16.46% (3.12)% 9.78% 19.66% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.24% 1.43% 1.32% 1.25% 1.32% 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97% 
Expenses net of all reductions .90% .90% .97% .97% .97% 
Net investment income (loss) 1.29% 1.45% 1.30% 1.08% .97% 
Supplemental Data      
Net assets, end of period (000 omitted) $19,285 $15,006 $12,405 $17,235 $17,565 
Portfolio turnover rateG 33% 27% 41% 36% 59% 

 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 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. 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.


Strategic Advisers Value Multi-Manager Fund Class L

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.92 $13.63 $14.83 $14.93 $14.03 
Income from Investment Operations      
Net investment income (loss)B .21 .20 .17 .16 .08 
Net realized and unrealized gain (loss) 1.77 1.96 (.64) 1.23 1.38 
Total from investment operations 1.98 2.16 (.47) 1.39 1.46 
Distributions from net investment income (.21) (.21) (.16) (.15) (.08) 
Distributions from net realized gain (.44) (.66) (.57) (1.35) (.48) 
Total distributions (.65) (.87) (.73) (1.49)C (.56) 
Net asset value, end of period $16.25 $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 13.44% 16.46% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.20% 1.40% 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97%G 
Expenses net of all reductions .90% .90% .97% .97% .97%G 
Net investment income (loss) 1.29% 1.45% 1.29% 1.08% .97%G 
Supplemental Data      
Net assets, end of period (000 omitted) $142 $125 $118 $121 $111 
Portfolio turnover rateH 33% 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 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.


Strategic Advisers Value Multi-Manager Fund Class N

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.90 $13.61 $14.81 $14.92 $14.03 
Income from Investment Operations      
Net investment income (loss)B .17 .17 .14 .12 .06 
Net realized and unrealized gain (loss) 1.77 1.95 (.65) 1.23 1.38 
Total from investment operations 1.94 2.12 (.51) 1.35 1.44 
Distributions from net investment income (.17) (.18) (.12) (.11) (.07) 
Distributions from net realized gain (.44) (.66) (.57) (1.35) (.48) 
Total distributions (.61) (.83)C (.69) (1.46) (.55) 
Net asset value, end of period $16.23 $14.90 $13.61 $14.81 $14.92 
Total ReturnD,E 13.18% 16.20% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.45% 1.65% 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15% 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.04% 1.20% 1.05% .83% .72%G 
Supplemental Data      
Net assets, end of period (000 omitted) $140 $124 $117 $121 $111 
Portfolio turnover rateH 33% 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 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, 2018

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 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.

Effective December 5, 2017, the Fund no longer offered Class F, and all outstanding shares of Class F were redeemed.

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, 2018 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 and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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), certain independent Trustees have elected 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, 2018, 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 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, partnerships, deferred trustees compensation and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $6,177,724 
Gross unrealized depreciation (375,101) 
Net unrealized appreciation (depreciation) $5,802,623 
Tax Cost $13,747,935 

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

Undistributed ordinary income $312,283 
Undistributed long-term capital gain $1,324,227 
Net unrealized appreciation (depreciation) on securities and other investments $5,802,623 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $332,895 $ 253,504 
Long-term Capital Gains 506,645 742,940 
Total $839,540 $ 996,444 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $6,576,274 and $9,315,180, 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 .50% 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 Boston Partners Global Investors, Inc. 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% $340 $340 

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 $26,980 .14 
Class L 126 .09 
Class N 125 .09 
 $27,231  

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. For the period, the fees were equivalent to an annual rate of .04%.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $3 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 $65 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, 2019. 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 the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 Expense Limitations Reimbursement 
Value Multi-Manager .90% $66,811 
Class F .81% 9,626 
Class L .90% 407 
Class N 1.15% 405 

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 custody expenses. During the period, these credits reduced the Fund's expenses by $1.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2018 
Year ended
May 31, 2017 
From net investment income   
Value Multi-Manager $243,404 $194,063 
Class F 24,018 46,819 
Class L 1,767 1,778 
Class N 1,434 1,477 
Total $270,623 $244,137 
From net realized gain   
Value Multi-Manager $514,817 $598,867 
Class F 46,702 142,347 
Class L 3,714 5,562 
Class N 3,684 5,531 
Total $568,917 $752,307 

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, 2018 Year ended May 31, 2017 Year ended May 31, 2018 Year ended May 31, 2017 
Value Multi-Manager     
Shares sold 633,436 265,404 $10,063,978 $3,823,547 
Reinvestment of distributions 47,908 57,522 758,221 792,930 
Shares redeemed (500,181) (227,430) (8,158,057) (3,210,201) 
Net increase (decrease) 181,163 95,496 $2,664,142 $1,406,276 
Class F     
Shares sold 75,439 124,570 $1,186,153 $1,790,750 
Reinvestment of distributions 4,665 13,639 70,720 189,166 
Shares redeemed (353,595) (74,488) (5,847,245) (1,070,861) 
Net increase (decrease) (273,491) 63,721 $(4,590,372) $909,055 
Class L     
Reinvestment of distributions 348 533 5,481 7,340 
Shares redeemed – (795) – (10,607) 
Net increase (decrease) 348 (262) $5,481 $(3,267) 
Class N     
Reinvestment of distributions 325 510 5,118 7,008 
Shares redeemed – (790) – (10,535) 
Net increase (decrease) 325 (280) $5,118 $(3,527) 

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 52% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Value Multi-Manager Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 20, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,005.60 $4.50 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class L .90%    
Actual  $1,000.00 $1,005.60 $4.50 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,004.20 $5.75 
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     
Strategic Advisers Value Multi-Manager Fund 07/09/18 07/06/18 $0.103 $1.188 
Class L 07/09/18 07/06/18 $0.103 $1.188 
Class N 07/09/18 07/06/18 $0.086 $1.188 

     

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $1,633,891, 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 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Multi-Manager Fund

On March 8, 2018, 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 with LSV Asset Management (LSV) for the fund (the Amended Sub-Advisory Agreement), which may lower the amount of fees to be paid by Strategic Advisers to LSV, on behalf of the fund by allowing for the aggregation of the fund's assets with the assets of a separately managed account for which LSV serves as model provider. The terms of the Amended Sub-Advisory Agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding LSV, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the current sub-advisory agreement at its September 2017 Board meeting.

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

Investment Performance.  The Board considered that it previously received information regarding the sub-adviser's historical investment performance of its portion of fund and/or the performance of the strategy. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule with LSV will not result in any immediate reduction to the fund's total management fee or total fund expenses under the Amended Sub-Advisory Agreement, but may in the future as assets increase. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund.

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

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

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to the sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreements at its September Board meeting.

Possible Economies of Scale.  The Board considered that the Amended Sub-Advisory Agreement, like the current sub-advisory agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to LSV as assets allocated to the sub-adviser grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2017 Board meeting.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the Amended Sub-Advisory Agreement’s fee structure continues to bear a reasonable relationship to the services rendered to the fund and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged 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.





Fidelity Investments

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MMV-ANN-0718
1.931574.106


Strategic Advisers® Value Multi-Manager Fund

Class L and Class N



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of 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


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Class L 13.44% 10.95% 13.78% 
Class N 13.18% 10.70% 13.58% 

 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

$23,271Strategic Advisers® Value Multi-Manager Fund - Class L

$22,964Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. bellwether S&P 500® index returned 14.38% for the year ending May 31, 2018, despite a resurgence of volatility in stocks that challenged the multiyear bull market. The steady growth seen throughout 2017 extended into the new year, as investors remained upbeat on hopes of continued strong economic and earnings growth. Stocks surged 5.73% in January alone. February was a decidedly different story, though, as volatility spiked amid fear that rising inflation and the potential for the economy to overheat would prompt the U.S. Federal Reserve to pick up the pace of interest rate hikes. The index returned -3.69% for the month, its first negative result since October 2016, and lost further ground in March on fear of a global trade war after the U.S. announced plans to impose tariffs on Chinese imports. The market stabilized in April and ended the period with a solid gain in May. For the full 12 months, growth stocks handily topped value, while small-caps bested large-caps. Information technology (+28%) was the top sector, rising amid strong earnings growth from several major index constituents. Financials, riding an uptick in bond yields, and energy, boosted by higher oil prices, each added about 19%. Consumer discretionary (+17%) also stood out, largely driven by retailers (+40%). Notable laggards included the defensive consumer staples (-10%), telecommunication services (-4%) and utilities (-2%) sectors.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 13%, handily outpacing the 8.25% return of the benchmark Russell 1000® Value Index. The Fund’s positioning enabled it to benefit from market-leading sectors that tend to be highly sensitive to economic growth, such as information technology and financials. Strong stock selection by our underlying managers also fueled relative performance. Sub-advisers LSV Asset Management and Brandywine Global Investment Management were the top relative contributors, as both managers received a sizable boost from underweighting the more defensive "bond proxy" sectors. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in industrials, strong selection in health care and an underweighting in consumer staples. Sub-adviser Brandywine's strategy emphasizing traditional value metrics, as well as company quality, resulted in solid picks in industrials and technology, along with an underweighting in consumer staples. Sub-adviser Aristotle Capital Management provided a further boost to relative results, as its opportunistic, traditional value strategy yielded productive picks and favorable positioning in technology and industrials. There were no relative detractors this period, as the three managers in the Fund all contributed value versus the benchmark.

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, 2018

(excluding cash equivalents) % of fund's net assets 
JPMorgan Chase & Co. 3.1 
Intel Corp. 2.1 
Apple, Inc. 1.9 
Pfizer, Inc. 1.9 
Johnson & Johnson 1.8 
Amgen, Inc. 1.7 
Cisco Systems, Inc. 1.6 
Citigroup, Inc. 1.6 
Bank of America Corp. 1.5 
AbbVie, Inc. 1.4 
 18.6 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Financials 25.0 
Information Technology 15.3 
Health Care 13.9 
Consumer Discretionary 9.2 
Energy 7.2 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 92.5% 
   Short-Term Investments and Net Other Assets (Liabilities) 7.5% 


Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 92.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 9.2%   
Auto Components - 1.0%   
Aptiv PLC 210 $20,475 
BorgWarner, Inc. 1,275 62,195 
Gentex Corp. 229 5,503 
Lear Corp. 357 70,686 
The Goodyear Tire & Rubber Co. 1,700 41,531 
  200,390 
Automobiles - 1.3%   
Ford Motor Co. 7,353 84,927 
General Motors Co. 2,982 127,331 
Harley-Davidson, Inc. 900 36,972 
Thor Industries, Inc. 41 3,797 
  253,027 
Distributors - 0.1%   
Genuine Parts Co. 94 8,534 
LKQ Corp. (a) 199 6,322 
  14,856 
Hotels, Restaurants & Leisure - 0.6%   
Brinker International, Inc. 400 17,492 
Carnival Corp. 445 27,715 
Darden Restaurants, Inc. 78 6,818 
Hyatt Hotels Corp. Class A 30 2,452 
Norwegian Cruise Line Holdings Ltd. (a) 178 9,317 
Royal Caribbean Cruises Ltd. 178 18,686 
Wyndham Worldwide Corp. 381 41,316 
  123,796 
Household Durables - 1.4%   
D.R. Horton, Inc. 50 2,111 
Garmin Ltd. 149 8,953 
Lennar Corp.:   
Class A 1,820 94,167 
Class B 38 1,572 
Mohawk Industries, Inc. (a) 62 12,650 
NVR, Inc. (a) 8,972 
PulteGroup, Inc. 247 7,472 
Sony Corp. sponsored ADR 1,950 91,826 
Toll Brothers, Inc. 128 5,055 
Whirlpool Corp. 300 43,425 
  276,203 
Leisure Products - 0.0%   
Brunswick Corp. 73 4,643 
Media - 1.4%   
Gannett Co., Inc. 600 6,342 
Interpublic Group of Companies, Inc. 320 7,232 
News Corp. Class A 319 4,795 
Omnicom Group, Inc. 146 10,524 
Tegna, Inc. 1,200 12,444 
The Madison Square Garden Co. (a) 15 3,931 
The Walt Disney Co. 1,226 121,950 
Time Warner, Inc. 935 88,040 
Viacom, Inc. Class B (non-vtg.) 900 24,390 
  279,648 
Multiline Retail - 1.4%   
Dillard's, Inc. Class A 300 24,429 
Dollar General Corp. 205 17,933 
Kohl's Corp. 1,226 81,836 
Macy's, Inc. 692 24,158 
Nordstrom, Inc. 139 6,815 
Target Corp. 1,653 120,487 
  275,658 
Specialty Retail - 1.9%   
AutoZone, Inc. (a) 23 14,934 
Best Buy Co., Inc. 1,044 71,253 
CarMax, Inc. (a) 151 10,407 
Foot Locker, Inc. 76 4,102 
Gap, Inc. 324 9,066 
Home Depot, Inc. 795 148,307 
Lowe's Companies, Inc. 621 59,001 
Penske Automotive Group, Inc. 800 38,520 
Tractor Supply Co. 44 3,270 
  358,860 
Textiles, Apparel & Luxury Goods - 0.1%   
Carter's, Inc. 35 3,815 
Michael Kors Holdings Ltd. (a) 85 4,878 
PVH Corp. 64 10,240 
  18,933 
TOTAL CONSUMER DISCRETIONARY  1,806,014 
CONSUMER STAPLES - 5.2%   
Beverages - 0.5%   
The Coca-Cola Co. 2,472 106,296 
Food & Staples Retailing - 2.2%   
Kroger Co. 5,717 139,095 
Walgreens Boots Alliance, Inc. 2,305 143,809 
Walmart, Inc. 1,680 138,667 
  421,571 
Food Products - 2.0%   
Archer Daniels Midland Co. 2,911 127,269 
Bunge Ltd. 19 1,321 
ConAgra Foods, Inc. 253 9,376 
Ingredion, Inc. 354 39,432 
Mondelez International, Inc. 2,010 78,933 
Pilgrim's Pride Corp. (a) 1,743 33,971 
The J.M. Smucker Co. 495 53,213 
Tyson Foods, Inc. Class A 700 47,229 
  390,744 
Personal Products - 0.5%   
Unilever NV (NY Reg.) 1,790 99,828 
TOTAL CONSUMER STAPLES  1,018,439 
ENERGY - 7.2%   
Energy Equipment & Services - 0.6%   
Halliburton Co. 1,945 96,744 
Helmerich & Payne, Inc. 91 6,041 
National Oilwell Varco, Inc. 317 13,130 
Parker Drilling Co. (a) 2,100 924 
  116,839 
Oil, Gas & Consumable Fuels - 6.6%   
Antero Resources Corp. (a) 204 3,898 
Apache Corp. 51 2,040 
Carrizo Oil & Gas, Inc. (a) 2,500 63,150 
Chevron Corp. 2,183 271,347 
ConocoPhillips Co. 969 65,301 
Devon Energy Corp. 331 13,760 
Energen Corp. (a) 81 5,495 
EQT Corp. 160 8,246 
Exxon Mobil Corp. 2,220 180,353 
Hess Corp. 263 15,890 
HollyFrontier Corp. 135 10,419 
Marathon Oil Corp. 708 15,172 
Marathon Petroleum Corp. 1,212 95,784 
Murphy Oil Corp. 117 3,598 
Newfield Exploration Co. (a) 128 3,743 
PBF Energy, Inc. Class A 1,900 89,642 
Phillips 66 Co. 1,493 173,920 
Pioneer Natural Resources Co. 395 76,275 
Valero Energy Corp. 1,550 187,860 
  1,285,893 
TOTAL ENERGY  1,402,732 
FINANCIALS - 25.0%   
Banks - 13.3%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 12,528 86,193 
Bank of America Corp. 10,090 293,014 
BB&T Corp. 1,549 81,323 
BOK Financial Corp. 679 68,545 
CIT Group, Inc. 109 5,442 
Citigroup, Inc. 4,757 317,244 
Citizens Financial Group, Inc. 1,806 73,775 
Comerica, Inc. 123 11,598 
Commerce Bancshares, Inc. 76 4,908 
Cullen/Frost Bankers, Inc. 653 74,592 
East West Bancorp, Inc. 1,541 107,069 
Fifth Third Bancorp 2,188 66,909 
Huntington Bancshares, Inc. 894 13,294 
JPMorgan Chase & Co. 5,572 596,249 
KeyCorp 2,784 54,121 
M&T Bank Corp. 125 21,510 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 57,936 
PNC Financial Services Group, Inc. 794 113,868 
Prosperity Bancshares, Inc. 58 4,201 
Regions Financial Corp. 5,845 106,613 
SunTrust Banks, Inc. 1,590 107,341 
Synovus Financial Corp. 96 5,195 
U.S. Bancorp 1,377 68,836 
Umpqua Holdings Corp. 142 3,343 
Webster Financial Corp. 77 4,936 
Wells Fargo & Co. 4,677 252,511 
Western Alliance Bancorp. (a) 71 4,278 
Zions Bancorporation 165 9,044 
  2,613,888 
Capital Markets - 3.6%   
Affiliated Managers Group, Inc. 35 5,574 
Ameriprise Financial, Inc. 1,417 196,439 
Bank of New York Mellon Corp. 845 46,264 
Brighthouse Financial, Inc. 118 5,559 
E*TRADE Financial Corp. (a) 215 13,620 
Goldman Sachs Group, Inc. 517 116,780 
Lazard Ltd. Class A 108 5,556 
Legg Mason, Inc. 1,300 48,451 
Morgan Stanley 2,807 140,743 
Northern Trust Corp. 161 16,506 
Raymond James Financial, Inc. 101 9,753 
State Street Corp. 706 67,854 
T. Rowe Price Group, Inc. 189 22,948 
The NASDAQ OMX Group, Inc. 108 9,921 
  705,968 
Consumer Finance - 2.2%   
Ally Financial, Inc. 362 9,285 
American Express Co. 723 71,071 
Capital One Financial Corp. 2,198 206,612 
Credit Acceptance Corp. (a) 12 4,236 
Discover Financial Services 1,316 97,200 
Navient Corp. 1,100 15,191 
Santander Consumer U.S.A. Holdings, Inc. 300 5,373 
Synchrony Financial 635 21,990 
  430,958 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 2,872 
Jefferies Financial Group, Inc. 297 6,498 
Voya Financial, Inc. 146 7,583 
  16,953 
Insurance - 5.3%   
AFLAC, Inc. 1,650 74,349 
Alleghany Corp. 13 7,417 
Allstate Corp. 802 74,971 
American Financial Group, Inc. 145 15,933 
American International Group, Inc. 963 50,837 
Aon PLC 32 4,476 
Assurant, Inc. 400 37,340 
Athene Holding Ltd. (a) 119 5,316 
Axis Capital Holdings Ltd. 600 34,110 
Chubb Ltd. 1,032 134,872 
Cincinnati Financial Corp. 137 9,504 
Everest Re Group Ltd. 166 37,398 
FNF Group 195 7,207 
Hartford Financial Services Group, Inc. 1,198 62,691 
Lincoln National Corp. 1,282 84,984 
Loews Corp. 274 13,390 
Markel Corp. (a) 10 10,971 
MetLife, Inc. 1,677 77,125 
Principal Financial Group, Inc. 226 12,611 
Prudential Financial, Inc. 1,052 101,876 
Reinsurance Group of America, Inc. 55 8,219 
RenaissanceRe Holdings Ltd. 26 3,192 
The Travelers Companies, Inc. 802 103,073 
Torchmark Corp. 233 19,765 
Unum Group 800 31,048 
W.R. Berkley Corp. 101 7,723 
Willis Group Holdings PLC 50 7,558 
  1,037,956 
Mortgage Real Estate Investment Trusts - 0.3%   
Annaly Capital Management, Inc. 5,300 55,279 
Thrifts & Mortgage Finance - 0.2%   
New York Community Bancorp, Inc. 407 4,717 
Radian Group, Inc. 2,100 33,390 
  38,107 
TOTAL FINANCIALS  4,899,109 
HEALTH CARE - 13.9%   
Biotechnology - 4.0%   
AbbVie, Inc. 2,885 285,442 
Amgen, Inc. 1,814 325,831 
Biogen, Inc. (a) 176 51,737 
Gilead Sciences, Inc. 1,789 120,579 
  783,589 
Health Care Equipment & Supplies - 1.2%   
Danaher Corp. 1,289 127,972 
Medtronic PLC 1,280 110,490 
  238,462 
Health Care Providers & Services - 3.3%   
Acadia Healthcare Co., Inc. (a) 1,883 75,678 
Aetna, Inc. 460 81,020 
AmerisourceBergen Corp. 126 10,350 
Anthem, Inc. 463 102,517 
Cardinal Health, Inc. 400 20,836 
Cigna Corp. 203 34,382 
DaVita HealthCare Partners, Inc. (a) 152 10,160 
Express Scripts Holding Co. (a) 1,272 96,430 
HCA Holdings, Inc. 1,092 112,629 
Laboratory Corp. of America Holdings (a) 85 15,350 
McKesson Corp. 457 64,867 
Quest Diagnostics, Inc. 104 11,079 
  635,298 
Pharmaceuticals - 5.4%   
Bristol-Myers Squibb Co. 1,050 55,251 
Johnson & Johnson 2,910 348,094 
Mallinckrodt PLC (a) 1,200 20,220 
Merck & Co., Inc. 2,730 162,517 
Mylan NV (a) 447 17,192 
Novartis AG sponsored ADR 1,040 77,501 
Perrigo Co. PLC 117 8,560 
Pfizer, Inc. 10,062 361,528 
  1,050,863 
TOTAL HEALTH CARE  2,708,212 
INDUSTRIALS - 6.7%   
Aerospace & Defense - 1.6%   
General Dynamics Corp. 555 111,949 
Huntington Ingalls Industries, Inc. 1,326 
Spirit AeroSystems Holdings, Inc. Class A 795 67,344 
The Boeing Co. 100 35,216 
Triumph Group, Inc. 700 14,840 
United Technologies Corp. 628 78,387 
  309,062 
Air Freight & Logistics - 0.8%   
FedEx Corp. 322 80,217 
United Parcel Service, Inc. Class B 574 66,653 
  146,870 
Airlines - 1.0%   
American Airlines Group, Inc. 394 17,155 
Delta Air Lines, Inc. 1,589 85,885 
JetBlue Airways Corp. (a) 239 4,515 
Southwest Airlines Co. 490 25,029 
United Continental Holdings, Inc. (a) 878 61,100 
  193,684 
Building Products - 0.5%   
Johnson Controls International PLC 2,670 89,605 
Masco Corp. 200 7,454 
Owens Corning 93 5,879 
  102,938 
Commercial Services & Supplies - 0.2%   
Deluxe Corp. 500 33,270 
LSC Communications, Inc. 187 2,367 
R.R. Donnelley & Sons Co. 500 3,120 
  38,757 
Electrical Equipment - 0.2%   
Eaton Corp. PLC 367 28,105 
Hubbell, Inc. Class B 37 3,985 
  32,090 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 51 5,477 
Honeywell International, Inc. 597 88,302 
  93,779 
Machinery - 1.4%   
AGCO Corp. 566 35,998 
Allison Transmission Holdings, Inc. 117 4,833 
Cummins, Inc. 138 19,650 
Dover Corp. 20 1,544 
Ingersoll-Rand PLC 208 18,208 
Oshkosh Corp. 1,462 106,361 
PACCAR, Inc. 293 18,233 
Parker Hannifin Corp. 85 14,527 
Pentair PLC 120 5,237 
Snap-On, Inc. 47 6,948 
Trinity Industries, Inc. 1,313 45,285 
  276,824 
Professional Services - 0.0%   
Manpower, Inc. 55 4,950 
Road & Rail - 0.3%   
AMERCO 16 5,167 
Kansas City Southern 70 7,501 
Norfolk Southern Corp. 146 22,141 
Ryder System, Inc. 400 26,832 
  61,641 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 1,400 29,904 
United Rentals, Inc. (a) 67 10,691 
  40,595 
TOTAL INDUSTRIALS  1,301,190 
INFORMATION TECHNOLOGY - 15.3%   
Communications Equipment - 1.7%   
Arris International PLC (a) 140 3,539 
Cisco Systems, Inc. 7,516 321,008 
Juniper Networks, Inc. 46 1,225 
Motorola Solutions, Inc. 128 13,740 
  339,512 
Electronic Equipment & Components - 1.2%   
Arrow Electronics, Inc. (a) 573 42,471 
CDW Corp. 124 9,926 
Corning, Inc. 2,852 77,489 
Dell Technologies, Inc. (a) 278 22,423 
Flextronics International Ltd. (a) 1,600 22,224 
Tech Data Corp. (a) 400 34,724 
Vishay Intertechnology, Inc. 1,300 27,560 
  236,817 
IT Services - 1.6%   
Alliance Data Systems Corp. 46 9,698 
DXC Technology Co. 163 15,014 
IBM Corp. 1,172 165,615 
PayPal Holdings, Inc. (a) 1,420 116,539 
The Western Union Co. 383 7,618 
  314,484 
Semiconductors & Semiconductor Equipment - 4.1%   
Applied Materials, Inc. 1,983 100,697 
Cirrus Logic, Inc. (a) 600 22,488 
Intel Corp. 7,501 414,055 
KLA-Tencor Corp. 132 14,946 
Lam Research Corp. 437 86,605 
Marvell Technology Group Ltd. 392 8,444 
Microchip Technology, Inc. 1,420 138,280 
Qorvo, Inc. (a) 100 8,025 
Skyworks Solutions, Inc. 24 2,367 
Teradyne, Inc. 163 6,179 
  802,086 
Software - 3.3%   
Adobe Systems, Inc. (a) 824 205,407 
ANSYS, Inc. (a) 705 114,774 
CA Technologies, Inc. 348 12,438 
Microsoft Corp. 1,620 160,121 
Oracle Corp. 3,223 150,579 
  643,319 
Technology Hardware, Storage & Peripherals - 3.4%   
Apple, Inc. 2,002 374,114 
Hewlett Packard Enterprise Co. 2,898 44,166 
HP, Inc. 3,671 80,872 
NCR Corp. (a) 1,100 33,110 
Seagate Technology LLC 900 50,715 
Western Digital Corp. 500 41,755 
Xerox Corp. 1,150 31,257 
  655,989 
TOTAL INFORMATION TECHNOLOGY  2,992,207 
MATERIALS - 3.5%   
Chemicals - 2.1%   
Ashland Global Holdings, Inc. 43 3,342 
Celanese Corp. Class A 113 12,760 
Eastman Chemical Co. 719 74,999 
Huntsman Corp. 1,682 53,774 
LyondellBasell Industries NV Class A 1,066 119,520 
PPG Industries, Inc. 1,168 117,875 
RPM International, Inc. 95 4,703 
The Chemours Co. LLC 154 7,544 
Westlake Chemical Corp. 101 11,689 
  406,206 
Construction Materials - 0.5%   
Martin Marietta Materials, Inc. 480 106,978 
Containers & Packaging - 0.6%   
International Paper Co. 824 44,084 
Packaging Corp. of America 472 55,460 
Sonoco Products Co. 78 3,988 
WestRock Co. 111 6,536 
  110,068 
Metals & Mining - 0.2%   
Newmont Mining Corp. 279 10,861 
Nucor Corp. 265 17,010 
Reliance Steel & Aluminum Co. 60 5,614 
Steel Dynamics, Inc. 198 9,787 
  43,272 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 24,035 
TOTAL MATERIALS  690,559 
REAL ESTATE - 1.5%   
Equity Real Estate Investment Trusts (REITs) - 1.4%   
DDR Corp. 3,050 46,330 
Equity Lifestyle Properties, Inc. 374 33,997 
Hospitality Properties Trust (SBI) 1,100 31,845 
Host Hotels & Resorts, Inc. 2,400 51,912 
Mack-Cali Realty Corp. 1,000 19,770 
Medical Properties Trust, Inc. 1,100 14,927 
Sun Communities, Inc. 402 38,865 
VEREIT, Inc. 5,100 36,516 
  274,162 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 45 2,079 
Jones Lang LaSalle, Inc. 38 6,223 
  8,302 
TOTAL REAL ESTATE  282,464 
TELECOMMUNICATION SERVICES - 1.8%   
Diversified Telecommunication Services - 1.8%   
AT&T, Inc. 3,300 106,656 
Verizon Communications, Inc. 5,300 252,651 
  359,307 
UTILITIES - 3.2%   
Electric Utilities - 1.7%   
American Electric Power Co., Inc. 385 26,161 
Duke Energy Corp. 459 35,416 
Entergy Corp. 1,040 84,146 
Eversource Energy 249 14,213 
Exelon Corp. 1,900 78,641 
FirstEnergy Corp. 2,000 68,840 
OGE Energy Corp. 26 911 
Pinnacle West Capital Corp. 87 6,926 
Westar Energy, Inc. 106 6,010 
Xcel Energy, Inc. 368 16,751 
  338,015 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,462 76,960 
UGI Corp. 23 1,161 
  78,121 
Independent Power and Renewable Electricity Producers - 0.3%   
The AES Corp. 5,287 67,409 
Multi-Utilities - 0.8%   
Ameren Corp. 202 11,956 
DTE Energy Co. 140 14,340 
Public Service Enterprise Group, Inc. 2,021 107,073 
WEC Energy Group, Inc. 263 16,608 
  149,977 
TOTAL UTILITIES  633,522 
TOTAL COMMON STOCKS   
(Cost $12,244,625)  18,093,755 
  Principal Amount  
U.S. Treasury Obligations - 0.3%   
U.S. Treasury Bills, yield at date of purchase 1.67% to 1.89% 6/14/18 to 8/30/18 (b)   
(Cost $59,873) $60,000 59,873 
 Shares Value 
Money Market Funds - 7.1%   
Invesco Government & Agency Portfolio Institutional Class 1.64%(c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.67%(c) 1,396,920 1,396,920 
TOTAL MONEY MARKET FUNDS   
(Cost $1,396,930)  1,396,930 
TOTAL INVESTMENT IN SECURITIES - 99.9%   
(Cost $13,701,428)  19,550,558 
NET OTHER ASSETS (LIABILITIES) - 0.1%  16,698 
NET ASSETS - 100%  $19,567,256 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini Russell 1000 Value Index Contracts (United States) 21 June 2018 $1,246,455 $1,539 $1,539 

The notional amount of futures purchased as a percentage of Net Assets is 6.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,800,157.

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 $59,873.

 (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, 2018, 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 $1,806,014 $1,806,014 $-- $-- 
Consumer Staples 1,018,439 1,018,439 -- -- 
Energy 1,402,732 1,402,732 -- -- 
Financials 4,899,109 4,899,109 -- -- 
Health Care 2,708,212 2,708,212 -- -- 
Industrials 1,301,190 1,301,190 -- -- 
Information Technology 2,992,207 2,992,207 -- -- 
Materials 690,559 690,559 -- -- 
Real Estate 282,464 282,464 -- -- 
Telecommunication Services 359,307 359,307 -- -- 
Utilities 633,522 633,522 -- -- 
Other Short-Term Investments 59,873 -- 59,873 -- 
Money Market Funds 1,396,930 1,396,930 -- -- 
Total Investments in Securities: $19,550,558 $19,490,685 $59,873 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $1,539 $1,539 $-- $-- 
Total Assets $1,539 $1,539 $-- $-- 
Total Derivative Instruments: $1,539 $1,539 $-- $-- 

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, 2018. 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) $1,539 $0 
Total Equity Risk 1,539 
Total Value of Derivatives $1,539 $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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $13,701,428) 
 $19,550,558 
Cash  10 
Receivable for investments sold  56,456 
Receivable for fund shares sold  29,193 
Dividends receivable  50,674 
Interest receivable  1,889 
Prepaid expenses  104 
Receivable from investment adviser for expense reductions  3,644 
Other receivables  378 
Total assets  19,692,906 
Liabilities   
Payable for investments purchased $62,471  
Payable for fund shares redeemed 416  
Accrued management fee 8,181  
Distribution and service plan fees payable 29  
Payable for daily variation margin on futures contracts 10,815  
Other affiliated payables 3,031  
Audit fee payable 36,362  
Other payables and accrued expenses 4,345  
Total liabilities  125,650 
Net Assets  $19,567,256 
Net Assets consist of:   
Paid in capital  $12,128,500 
Undistributed net investment income  130,790 
Accumulated undistributed net realized gain (loss) on investments  1,457,297 
Net unrealized appreciation (depreciation) on investments  5,850,669 
Net Assets  $19,567,256 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($19,285,369 ÷ 1,186,882 shares)  $16.25 
Class L:   
Net Asset Value, offering price and redemption price per share ($141,739 ÷ 8,720 shares)  $16.25 
Class N:   
Net Asset Value, offering price and redemption price per share ($140,148 ÷ 8,633 shares)  $16.23 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $461,902 
Interest  21,016 
Total income  482,918 
Expenses   
Management fee $110,611  
Transfer agent fees 27,231  
Distribution and service plan fees 340  
Accounting fees and expenses 8,588  
Custodian fees and expenses 12,390  
Independent trustees' fees and expenses 279  
Registration fees 48,714  
Audit 63,861  
Legal 2,080  
Miscellaneous 360  
Total expenses before reductions 274,454  
Expense reductions (77,250)  
Total expenses after reductions  197,204 
Net investment income (loss)  285,714 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,691,779  
Futures contracts 151,595  
Total net realized gain (loss)  1,843,374 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 831,805  
Futures contracts 3,637  
Total change in net unrealized appreciation (depreciation)  835,442 
Net gain (loss)  2,678,816 
Net increase (decrease) in net assets resulting from operations  $2,964,530 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $285,714 $253,827 
Net realized gain (loss) 1,843,374 500,094 
Change in net unrealized appreciation (depreciation) 835,442 1,781,179 
Net increase (decrease) in net assets resulting from operations 2,964,530 2,535,100 
Distributions to shareholders from net investment income (270,623) (244,137) 
Distributions to shareholders from net realized gain (568,917) (752,307) 
Total distributions (839,540) (996,444) 
Share transactions - net increase (decrease) (1,915,631) 2,308,537 
Total increase (decrease) in net assets 209,359 3,847,193 
Net Assets   
Beginning of period 19,357,897 15,510,704 
End of period $19,567,256 $19,357,897 
Other Information   
Undistributed net investment income end of period $130,790 $116,977 

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


Financial Highlights

Strategic Advisers Value Multi-Manager Fund

Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $14.92 $13.63 $14.83 $14.93 $13.32 
Income from Investment Operations      
Net investment income (loss)A .21 .21 .18 .16 .14 
Net realized and unrealized gain (loss) 1.77 1.95 (.65) 1.23 2.37 
Total from investment operations 1.98 2.16 (.47) 1.39 2.51 
Distributions from net investment income (.21) (.21) (.16) (.15) (.14) 
Distributions from net realized gain (.44) (.66) (.57) (1.35) (.77) 
Total distributions (.65) (.87) (.73) (1.49)B (.90)C 
Net asset value, end of period $16.25 $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 13.44% 16.46% (3.12)% 9.78% 19.66% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.24% 1.43% 1.32% 1.25% 1.32% 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97% 
Expenses net of all reductions .90% .90% .97% .97% .97% 
Net investment income (loss) 1.29% 1.45% 1.30% 1.08% .97% 
Supplemental Data      
Net assets, end of period (000 omitted) $19,285 $15,006 $12,405 $17,235 $17,565 
Portfolio turnover rateG 33% 27% 41% 36% 59% 

 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 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. 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.


Strategic Advisers Value Multi-Manager Fund Class L

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.92 $13.63 $14.83 $14.93 $14.03 
Income from Investment Operations      
Net investment income (loss)B .21 .20 .17 .16 .08 
Net realized and unrealized gain (loss) 1.77 1.96 (.64) 1.23 1.38 
Total from investment operations 1.98 2.16 (.47) 1.39 1.46 
Distributions from net investment income (.21) (.21) (.16) (.15) (.08) 
Distributions from net realized gain (.44) (.66) (.57) (1.35) (.48) 
Total distributions (.65) (.87) (.73) (1.49)C (.56) 
Net asset value, end of period $16.25 $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 13.44% 16.46% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.20% 1.40% 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90% .90% .97% .97% .97%G 
Expenses net of all reductions .90% .90% .97% .97% .97%G 
Net investment income (loss) 1.29% 1.45% 1.29% 1.08% .97%G 
Supplemental Data      
Net assets, end of period (000 omitted) $142 $125 $118 $121 $111 
Portfolio turnover rateH 33% 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 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.


Strategic Advisers Value Multi-Manager Fund Class N

Years ended May 31, 2018 2017 2016 2015 2014 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.90 $13.61 $14.81 $14.92 $14.03 
Income from Investment Operations      
Net investment income (loss)B .17 .17 .14 .12 .06 
Net realized and unrealized gain (loss) 1.77 1.95 (.65) 1.23 1.38 
Total from investment operations 1.94 2.12 (.51) 1.35 1.44 
Distributions from net investment income (.17) (.18) (.12) (.11) (.07) 
Distributions from net realized gain (.44) (.66) (.57) (1.35) (.48) 
Total distributions (.61) (.83)C (.69) (1.46) (.55) 
Net asset value, end of period $16.23 $14.90 $13.61 $14.81 $14.92 
Total ReturnD,E 13.18% 16.20% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.45% 1.65% 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15% 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.04% 1.20% 1.05% .83% .72%G 
Supplemental Data      
Net assets, end of period (000 omitted) $140 $124 $117 $121 $111 
Portfolio turnover rateH 33% 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 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, 2018

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 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.

Effective December 5, 2017, the Fund no longer offered Class F, and all outstanding shares of Class F were redeemed.

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, 2018 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 and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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), certain independent Trustees have elected 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, 2018, 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 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, partnerships, deferred trustees compensation and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $6,177,724 
Gross unrealized depreciation (375,101) 
Net unrealized appreciation (depreciation) $5,802,623 
Tax Cost $13,747,935 

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

Undistributed ordinary income $312,283 
Undistributed long-term capital gain $1,324,227 
Net unrealized appreciation (depreciation) on securities and other investments $5,802,623 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $332,895 $ 253,504 
Long-term Capital Gains 506,645 742,940 
Total $839,540 $ 996,444 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $6,576,274 and $9,315,180, 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 .50% 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 Boston Partners Global Investors, Inc. 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% $340 $340 

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 $26,980 .14 
Class L 126 .09 
Class N 125 .09 
 $27,231  

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. For the period, the fees were equivalent to an annual rate of .04%.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $3 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 $65 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, 2019. 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 the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 Expense Limitations Reimbursement 
Value Multi-Manager .90% $66,811 
Class F .81% 9,626 
Class L .90% 407 
Class N 1.15% 405 

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 custody expenses. During the period, these credits reduced the Fund's expenses by $1.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2018 
Year ended
May 31, 2017 
From net investment income   
Value Multi-Manager $243,404 $194,063 
Class F 24,018 46,819 
Class L 1,767 1,778 
Class N 1,434 1,477 
Total $270,623 $244,137 
From net realized gain   
Value Multi-Manager $514,817 $598,867 
Class F 46,702 142,347 
Class L 3,714 5,562 
Class N 3,684 5,531 
Total $568,917 $752,307 

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, 2018 Year ended May 31, 2017 Year ended May 31, 2018 Year ended May 31, 2017 
Value Multi-Manager     
Shares sold 633,436 265,404 $10,063,978 $3,823,547 
Reinvestment of distributions 47,908 57,522 758,221 792,930 
Shares redeemed (500,181) (227,430) (8,158,057) (3,210,201) 
Net increase (decrease) 181,163 95,496 $2,664,142 $1,406,276 
Class F     
Shares sold 75,439 124,570 $1,186,153 $1,790,750 
Reinvestment of distributions 4,665 13,639 70,720 189,166 
Shares redeemed (353,595) (74,488) (5,847,245) (1,070,861) 
Net increase (decrease) (273,491) 63,721 $(4,590,372) $909,055 
Class L     
Reinvestment of distributions 348 533 5,481 7,340 
Shares redeemed – (795) – (10,607) 
Net increase (decrease) 348 (262) $5,481 $(3,267) 
Class N     
Reinvestment of distributions 325 510 5,118 7,008 
Shares redeemed – (790) – (10,535) 
Net increase (decrease) 325 (280) $5,118 $(3,527) 

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 52% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Value Multi-Manager Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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 20, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,005.60 $4.50 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class L .90%    
Actual  $1,000.00 $1,005.60 $4.50 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,004.20 $5.75 
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     
Strategic Advisers Value Multi-Manager Fund 07/09/18 07/06/18 $0.103 $1.188 
Class L 07/09/18 07/06/18 $0.103 $1.188 
Class N 07/09/18 07/06/18 $0.086 $1.188 

     

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $1,633,891, 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 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Multi-Manager Fund

On March 8, 2018, 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 with LSV Asset Management (LSV) for the fund (the Amended Sub-Advisory Agreement), which may lower the amount of fees to be paid by Strategic Advisers to LSV, on behalf of the fund by allowing for the aggregation of the fund's assets with the assets of a separately managed account for which LSV serves as model provider. The terms of the Amended Sub-Advisory Agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding LSV, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the current sub-advisory agreement at its September 2017 Board meeting.

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

Investment Performance.  The Board considered that it previously received information regarding the sub-adviser's historical investment performance of its portion of fund and/or the performance of the strategy. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule with LSV will not result in any immediate reduction to the fund's total management fee or total fund expenses under the Amended Sub-Advisory Agreement, but may in the future as assets increase. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund.

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

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

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to the sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreements at its September Board meeting.

Possible Economies of Scale.  The Board considered that the Amended Sub-Advisory Agreement, like the current sub-advisory agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to LSV as assets allocated to the sub-adviser grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2017 Board meeting.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the Amended Sub-Advisory Agreement’s fee structure continues to bear a reasonable relationship to the services rendered to the fund and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged 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.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMV-L-MMV-N-ANN-0718
1.9585615.104


Strategic Advisers® Short Duration Fund

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



Annual Report

May 31, 2018




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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. © 2018 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, 2018 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Short Duration Fund 1.40% 1.07% 1.16% 

 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 U.S. Treasury Bill Index performed over the same period.


Period Ending Values

$10,733Strategic Advisers® Short Duration Fund

$10,231Citigroup® 6-Month U.S. Treasury Bill Index

Management's Discussion of Fund Performance

Market Recap:  U.S. taxable investment-grade bonds declined slightly for the 12 months ending May 31, 2018, a period in which market interest rates rose overall and the U.S. economy exhibited broad strength. The Bloomberg Barclays U.S. Aggregate Bond Index returned -0.37% for the year. Longer-term bond yields generally declined through September, as it became clear that changes to tax, health care and fiscal policies proposed by the Trump administration would take time to develop and implement. Yields then advanced through mid-May, driven by three policy-rate hikes, plans by the Fed to gradually reduce its balance sheet and tax reform passed by calendar year-end. Indications of robust employment and improved consumer sentiment reinforced the rate-tightening cycle. Yield spreads over U.S. Treasuries generally narrowed through January, then widened from February onward amid concern about valuations for risk assets. Within the Bloomberg Barclays index, asset-backed securities (+0.32%) topped all major market segments, followed by corporate bonds (+0.06%), led by utilities. Conversely, safe-haven U.S. Treasury securities returned -0.83%. Outside the index, riskier, non-core fixed-income segments gained fairly strongly, while Treasury Inflation-Protected Securities (TIPS) rose 0.74%, according to Bloomberg Barclays, due to expectations for higher inflation.

Comments from Portfolio Manager Gregory Pappas:  For the year, the Fund gained 1.40%, performing about in line with the 1.26% return of the benchmark Citigroup® 6-Month US Treasury Bill Index. Underlying managers that were well positioned for rising interest rates, while also benefiting from the income generated by credit-sensitive bonds, aided the Fund versus the benchmark. By contrast, managers with significant allocations to U.S. Treasuries or government-related mortgage securities worked against relative performance. PIMCO Short-Term Fund was the top relative contributor, led by a derivatives hedging strategy that enabled this manager to limit its interest-rate risk. PIMCO’s performance was also helped by holdings of investment-grade corporate bonds, non-agency mortgage-backed securities and emerging-markets debt. Sub-adviser FIAM® was another leading contributor, partly due to a large allocation to floating-rate corporate bonds. There were no major detractors, but three managers dampened the Fund’s relative performance: JPMorgan Short Duration Bond Fund, PGIM Short-Term Corporate Bond Fund and Fidelity® Short-Term Bond Fund. In an effort to boost the Fund’s income without materially increasing its interest-rate risk, I reduced its allocation to money market/low volatility managers and reallocated this capital into several low-duration managers.

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, 2018

(excluding cash equivalents) % of fund's net assets 
PIMCO Short-Term Fund - Administrator Class 20.4 
Fidelity Conservative Income Bond Fund Institutional Class 13.3 
Fidelity Short-Term Bond Fund 6.9 
Blackrock Low Duration Bond Portfolio Investor A Shares 5.8 
Metropolitan West Low Duration Bond Fund - Class M 5.1 
Fidelity Floating Rate High Income Fund 4.0 
PIMCO Enhanced Short Maturity Active ETF 3.4 
Prudential Short-Term Corporate Bond Fund, Inc. Class A 2.0 
Janus Henderson Short-Term Bond Fund T Shares 1.5 
Delaware Limited-Term Diversified Income Fund - Class A 1.3 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Corporate Bonds 19.4% 
   U.S. Government and U.S. Government Agency Obligations 1.9% 
   Asset-Backed Securities 7.1% 
   CMOs and Other Mortgage Related Securities 0.8% 
   Bank Loan Funds 4.0% 
   Other Investments 0.1% 
   Short-Term Funds 60.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.9% 


Asset allocations of fund in the pie chart reflect the categorizations of assets as defined by Morningstar as of the reporting date indicated above.

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Nonconvertible Bonds - 19.4%   
 Principal Amount Value 
CONSUMER DISCRETIONARY - 1.6%   
Auto Components - 0.0%   
Aptiv PLC 3.15% 11/19/20 $1,130,000 $1,124,878 
Automobiles - 1.0%   
American Honda Finance Corp.:   
3 month U.S. LIBOR + 0.150% 2.5116% 1/22/19 (a)(b) 5,000,000 5,004,783 
3 month U.S. LIBOR + 0.280% 2.6113% 11/19/18 (a)(b) 5,000,000 5,006,233 
3 month U.S. LIBOR + 0.825% 3.1544% 2/22/19 (a)(b) 8,351,000 8,397,113 
BMW U.S. Capital LLC:   
3 month U.S. LIBOR + 0.380% 2.7046% 4/6/20 (a)(b)(c) 7,796,000 7,823,325 
3 month U.S. LIBOR + 0.410% 2.749% 4/12/21 (a)(b)(c) 9,110,000 9,140,491 
Daimler Finance North America LLC:   
3 month U.S. LIBOR + 0.530% 2.8931% 5/5/20 (a)(b)(c) 9,640,000 9,676,189 
3 month U.S. LIBOR + 0.620% 2.9788% 10/30/19 (a)(b)(c) 5,000,000 5,029,846 
3 month U.S. LIBOR + 0.630% 2.9546% 1/6/20 (a)(b)(c) 10,000,000 10,057,888 
3 month U.S. LIBOR + 0.860% 3.2181% 8/1/18 (a)(b)(c) 1,060,000 1,061,667 
2.2% 5/5/20 (c) 1,420,000 1,396,243 
2.3% 2/12/21 (c) 995,000 969,971 
3.1% 5/4/20 (c) 765,000 765,316 
General Motors Financial Co., Inc.:   
3 month U.S. LIBOR + 0.850% 3.1875% 4/9/21 (a)(b) 5,428,000 5,459,254 
3 month U.S. LIBOR + 0.930% 3.2716% 4/13/20 (a)(b) 11,000,000 11,082,610 
3 month U.S. LIBOR + 1.270% 3.5818% 10/4/19 (a)(b) 5,000,000 5,058,404 
3.1% 1/15/19 805,000 806,246 
Harley-Davidson Financial Services, Inc. 3 month U.S. LIBOR + 0.500% 2.8256% 5/21/20 (a)(b)(c) 795,000 796,050 
Nissan Motor Acceptance Corp. 2.15% 9/28/20 (c) 450,000 439,830 
PACCAR Financial Corp. 3.1% 5/10/21 1,260,000 1,262,936 
  89,234,395 
Diversified Consumer Services - 0.0%   
ERAC U.S.A. Finance LLC:   
2.35% 10/15/19 (c) 225,000 223,003 
2.8% 11/1/18 (c) 1,140,000 1,139,536 
  1,362,539 
Hotels, Restaurants & Leisure - 0.0%   
Royal Caribbean Cruises Ltd. 2.65% 11/28/20 250,000 246,192 
Household Durables - 0.0%   
D.R. Horton, Inc. 2.55% 12/1/20 495,000 486,387 
Newell Brands, Inc. 2.15% 10/15/18 1,030,000 1,027,058 
  1,513,445 
Internet & Direct Marketing Retail - 0.1%   
JD.com, Inc. 3.125% 4/29/21 1,575,000 1,541,279 
QVC, Inc. 3.125% 4/1/19 3,595,000 3,593,845 
  5,135,124 
Media - 0.5%   
Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:   
3.579% 7/23/20 1,395,000 1,397,841 
4.464% 7/23/22 630,000 642,635 
Discovery Communications LLC:   
3 month U.S. LIBOR + 0.710% 2.9118% 9/20/19 (a)(b) 3,399,000 3,415,612 
2.2% 9/20/19 565,000 559,307 
Interpublic Group of Companies, Inc. 4% 3/15/22 315,000 317,871 
NBCUniversal Enterprise, Inc. 3 month U.S. LIBOR + 0.400% 2.708% 4/1/21 (a)(b)(c) 23,029,000 23,104,305 
NBCUniversal, Inc. 5.15% 4/30/20 1,521,000 1,580,307 
Omnicom Group, Inc.:   
4.45% 8/15/20 735,000 755,297 
6.25% 7/15/19 1,350,000 1,398,019 
RELX Capital, Inc. 3.5% 3/16/23 575,000 571,744 
SES Global Americas Holdings GP 2.5% 3/25/19 (c) 380,000 378,195 
Time Warner Cable, Inc.:   
6.75% 7/1/18 539,000 540,523 
8.25% 4/1/19 2,344,000 2,445,613 
8.75% 2/14/19 1,055,000 1,096,254 
Viacom, Inc.:   
2.75% 12/15/19 1,749,000 1,735,782 
5.625% 9/15/19 630,000 650,007 
  40,589,312 
Multiline Retail - 0.0%   
Dollar Tree, Inc. 3 month U.S. LIBOR + 0.700% 3.0554% 4/17/20 (a)(b) 1,250,000 1,253,925 
Specialty Retail - 0.0%   
AutoZone, Inc. 1.625% 4/21/19 145,000 143,795 
Nissan Motor Acceptance Corp. 1.55% 9/13/19 (c) 725,000 711,953 
  855,748 
Textiles, Apparel & Luxury Goods - 0.0%   
Invista Finance LLC 4.25% 10/15/19 (c) 2,005,000 2,010,500 
TOTAL CONSUMER DISCRETIONARY  143,326,058 
CONSUMER STAPLES - 1.0%   
Beverages - 0.4%   
Anheuser-Busch InBev Worldwide, Inc. 3 month U.S. LIBOR + 0.690% 3.0481% 8/1/18 (a)(b) 6,000,000 6,008,104 
Diageo Capital PLC 3 month U.S. LIBOR + 0.240% 2.5656% 5/18/20 (a)(b) 10,000,000 10,005,480 
Maple Escrow Subsidiary, Inc. 3.551% 5/25/21 (c) 1,645,000 1,652,797 
PepsiCo, Inc. 3 month U.S. LIBOR + 0.590% 2.9194% 2/22/19 (a)(b) 15,000,000 15,060,076 
  32,726,457 
Food & Staples Retailing - 0.0%   
Alimentation Couche-Tard, Inc. 3 month U.S. LIBOR + 0.500% 2.5888% 12/13/19 (a)(b)(c) 3,676,000 3,680,013 
Kroger Co.:   
1.5% 9/30/19 576,000 565,085 
2.3% 1/15/19 350,000 349,503 
  4,594,601 
Food Products - 0.2%   
Bunge Ltd. Finance Corp.:   
3.5% 11/24/20 520,000 520,334 
8.5% 6/15/19 1,000,000 1,053,544 
Campbell Soup Co.:   
3 month U.S. LIBOR + 0.500% 2.6149% 3/16/20 (a)(b) 1,005,000 1,002,689 
3 month U.S. LIBOR + 0.630% 2.7389% 3/15/21 (a)(b) 1,005,000 1,004,829 
Danone SA 1.691% 10/30/19 (c) 2,430,000 2,388,494 
General Mills, Inc. 3 month U.S. LIBOR + 0.540% 2.8928% 4/16/21 (a)(b) 8,169,000 8,185,175 
Tyson Foods, Inc.:   
3 month U.S. LIBOR + 0.450% 2.7681% 5/30/19 (a)(b) 3,826,000 3,834,375 
2.25% 8/23/21 600,000 578,573 
  18,568,013 
Tobacco - 0.4%   
Bat Capital Corp.:   
3 month U.S. LIBOR + 0.590% 2.945% 8/14/20 (a)(b)(c) 5,000,000 5,018,057 
2.297% 8/14/20 (c) 2,575,000 2,523,046 
BAT International Finance PLC 3 month U.S. LIBOR + 0.510% 2.6345% 6/15/18 (a)(b)(c) 15,000,000 15,000,727 
Imperial Tobacco Finance PLC 2.95% 7/21/20 (c) 1,940,000 1,924,942 
Philip Morris International, Inc. 1.875% 11/1/19 10,000,000 9,876,534 
Reynolds American, Inc.:   
2.3% 6/12/18 780,000 779,953 
3.25% 6/12/20 310,000 310,172 
8.125% 6/23/19 360,000 378,662 
  35,812,093 
TOTAL CONSUMER STAPLES  91,701,164 
ENERGY - 0.9%   
Oil, Gas & Consumable Fuels - 0.9%   
Anadarko Petroleum Corp. 8.7% 3/15/19 423,000 441,277 
BP Capital Markets PLC 3 month U.S. LIBOR + 0.350% 2.705% 8/14/18 (a)(b) 20,000,000 20,017,846 
Cenovus Energy, Inc. 5.7% 10/15/19 1,385,000 1,424,750 
Chevron Corp. 3 month U.S. LIBOR + 0.480% 2.5046% 3/3/22 (a)(b) 4,700,000 4,748,101 
China Shenhua Overseas Capital Co. Ltd. 3.125% 1/20/20 (Reg. S) 1,740,000 1,728,655 
Columbia Pipeline Group, Inc.:   
2.45% 6/1/18 460,000 460,000 
3.3% 6/1/20 790,000 788,236 
Enable Midstream Partners LP 2.4% 5/15/19 (a) 630,000 625,872 
Enbridge Energy Partners LP 9.875% 3/1/19 1,710,000 1,796,779 
Encana Corp. 6.5% 5/15/19 1,910,000 1,967,401 
Energy Transfer Partners LP 6.7% 7/1/18 275,000 275,783 
Enterprise Products Operating LP:   
2.55% 10/15/19 385,000 382,458 
2.8% 2/15/21 1,020,000 1,010,931 
Kinder Morgan Energy Partners LP 9% 2/1/19 895,000 929,813 
Magellan Midstream Partners LP 6.55% 7/15/19 1,020,000 1,058,921 
Marathon Oil Corp. 2.7% 6/1/20 630,000 621,248 
ONEOK Partners LP:   
3.2% 9/15/18 2,075,000 2,077,817 
8.625% 3/1/19 983,000 1,023,817 
Origin Energy Finance Ltd. 3.5% 10/9/18 (c) 1,505,000 1,506,084 
Panhandle Eastern Pipe Line Co. LP 7% 6/15/18 725,000 725,919 
Phillips 66 Co.:   
3 month U.S. LIBOR + 0.600% 2.9194% 2/26/21 (a)(b) 4,270,000 4,278,437 
3 month U.S. LIBOR + 0.650% 2.9977% 4/15/19 (a)(b)(c) 530,000 530,295 
Plains All American Pipeline LP/PAA Finance Corp.:   
2.6% 12/15/19 195,000 193,423 
5% 2/1/21 455,000 470,040 
5.75% 1/15/20 440,000 456,639 
Sabine Pass Liquefaction LLC 5.625% 2/1/21 (a) 1,020,000 1,068,965 
Shell International Finance BV 3 month U.S. LIBOR + 0.350% 2.4214% 9/12/19 (a)(b) 10,000,000 10,040,140 
TransCanada PipeLines Ltd. 3 month U.S. LIBOR + 0.275% 2.6175% 11/15/19 (a)(b) 15,040,000 15,046,443 
Valero Energy Corp. 9.375% 3/15/19 735,000 771,808 
Williams Partners LP:   
3.35% 8/15/22 200,000 196,326 
5.25% 3/15/20 720,000 744,722 
  77,408,946 
FINANCIALS - 11.7%   
Banks - 7.6%   
Abbey National PLC 2.125% 11/3/20 570,000 555,055 
ABN AMRO Bank NV:   
3 month U.S. LIBOR + 0.410% 2.7654% 1/19/21 (a)(b)(c) 10,000,000 10,003,700 
3 month U.S. LIBOR + 0.640% 2.9951% 1/18/19 (a)(b)(c) 10,000,000 10,033,600 
2.1% 1/18/19 (c) 1,780,000 1,772,919 
2.5% 10/30/18 (c) 11,550,000 11,547,967 
ANZ Banking Group Ltd. 3 month U.S. LIBOR + 0.500% 2.8313% 8/19/20 (a)(b)(c) 7,000,000 7,027,112 
ANZ National International Ltd.:   
2.2% 7/17/20 (c) 825,000 807,765 
2.75% 1/22/21 (c) 955,000 942,152 
Banco de Credito del Peru 2.25% 10/25/19 (c) 280,000 276,360 
Banco Santander Chile Mtn Rgs 2.5% 12/15/20 (c) 1,745,000 1,694,570 
Banco Santander SA 3 month U.S. LIBOR + 1.120% 3.459% 4/12/23 (a)(b) 1,000,000 1,002,550 
Bank of America Corp.:   
3 month U.S. LIBOR + 0.380% 2.7416% 1/23/22 (a)(b) 15,825,000 15,770,699 
3 month U.S. LIBOR + 0.650% 2.958% 10/1/21 (a)(b) 10,880,000 10,948,163 
3 month U.S. LIBOR + 0.870% 3.178% 4/1/19 (a)(b) 22,130,000 22,278,870 
3 month U.S. LIBOR + 1.160% 3.5187% 1/20/23 (a)(b) 1,480,000 1,503,650 
2.503% 10/21/22 635,000 608,664 
2.625% 4/19/21 715,000 703,563 
Bank of Montreal:   
3 month U.S. LIBOR + 0.440% 2.5645% 6/15/20 (a)(b) 11,600,000 11,642,189 
3 month U.S. LIBOR + 0.460% 2.8016% 4/13/21 (a)(b) 960,000 962,527 
3 month U.S. LIBOR + 0.600% 2.6714% 12/12/19 (a)(b) 5,000,000 5,028,250 
1.75% 9/11/19 2,340,000 2,313,609 
Bank of Nova Scotia:   
3 month U.S. LIBOR + 0.290% 2.6206% 1/8/21 (a)(b) 10,000,000 9,982,546 
3 month U.S. LIBOR + 0.830% 3.1777% 1/15/19 (a)(b) 5,000,000 5,024,724 
Bank of Tokyo-Mitsubishi UFJ Ltd. 3 month U.S. LIBOR + 1.020% 3.1269% 9/14/18 (a)(b)(c) 5,000,000 5,013,663 
Banque Federative du Credit Mutuel SA:   
3 month U.S. LIBOR + 0.490% 2.8487% 7/20/20 (a)(b)(c) 15,000,000 15,056,201 
2.2% 7/20/20 (c) 940,000 920,438 
2.5% 10/29/18 (c) 1,405,000 1,403,650 
Barclays Bank PLC:   
3 month U.S. LIBOR + 0.460% 2.7973% 1/11/21 (a)(b) 11,000,000 11,005,731 
3 month U.S. LIBOR + 0.650% 3.0131% 8/7/20 (a)(b) 15,000,000 15,052,300 
2.65% 1/11/21 905,000 887,171 
Barclays PLC:   
3 month U.S. LIBOR + 1.625% 3.9625% 1/10/23 (a)(b) 1,035,000 1,053,274 
2.75% 11/8/19 1,465,000 1,457,114 
BB&T Corp.:   
3 month U.S. LIBOR + 0.660% 3.0181% 2/1/19 (a)(b) 2,301,000 2,309,587 
2.15% 2/1/21 1,160,000 1,133,428 
BPCE SA:   
2.5% 12/10/18 2,130,000 2,128,085 
2.5% 7/15/19 630,000 626,378 
Bpce Sr Mtn 3 month U.S. LIBOR + 1.220% 3.5494% 5/22/22 (a)(b)(c) 605,000 613,583 
Branch Banking & Trust Co. 3 month U.S. LIBOR + 0.450% 2.7977% 1/15/20 (a)(b) 5,000,000 5,026,111 
Canadian Imperial Bank of Commerce 3 month U.S. LIBOR + 0.520% 2.5452% 9/6/19 (a)(b) 15,000,000 15,065,453 
Capital One NA:   
3 month U.S. LIBOR + 0.765% 2.8538% 9/13/19 (a)(b) 10,000,000 10,057,479 
2.35% 8/17/18 915,000 914,762 
2.35% 1/31/20 1,275,000 1,259,519 
Citibank NA:   
3 month U.S. LIBOR + 0.300% 2.6587% 10/20/20 (a)(b) 4,500,000 4,502,034 
1.85% 9/18/19 7,000,000 6,920,711 
Citigroup, Inc.:   
3 month U.S. LIBOR + 0.790% 3.1275% 1/10/20 (a)(b) 5,905,000 5,940,843 
3 month U.S. LIBOR + 0.860% 2.8949% 12/7/18 (a)(b) 10,000,000 10,036,726 
3 month U.S. LIBOR + 0.930% 2.9649% 6/7/19 (a)(b) 25,000,000 25,172,419 
2.05% 6/7/19 510,000 505,839 
2.9% 12/8/21 1,495,000 1,469,450 
Citizens Bank NA:   
3 month U.S. LIBOR + 0.540% 2.5572% 3/2/20 (a)(b) 15,000,000 15,049,866 
3 month U.S. LIBOR + 0.570% 2.8894% 5/26/20 (a)(b) 10,000,000 10,033,091 
2.25% 3/2/20 685,000 674,848 
2.45% 12/4/19 260,000 258,270 
2.55% 5/13/21 520,000 509,467 
Commonwealth Bank of Australia:   
3 month U.S. LIBOR + 0.640% 3.0031% 11/7/19 (a)(b)(c) 10,000,000 10,065,136 
3 month U.S. LIBOR + 0.790% 3.1529% 11/2/18 (a)(b)(c) 12,578,000 12,615,449 
1.75% 11/2/18 2,126,000 2,118,727 
Credit Agricole SA:   
3 month U.S. LIBOR + 0.970% 3.0414% 6/10/20 (a)(b)(c) 13,280,000 13,452,640 
3 month U.S. LIBOR + 1.020% 3.3792% 4/24/23 (a)(b)(c) 675,000 675,110 
Credit Suisse New York Branch 5.4% 1/14/20 200,000 206,903 
Danske Bank A/S 2.2% 3/2/20 (c) 1,345,000 1,323,959 
Discover Bank:   
2.6% 11/13/18 590,000 589,836 
7% 4/15/20 1,610,000 1,705,605 
Fifth Third Bank:   
3 month U.S. LIBOR + 0.590% 2.8816% 9/27/19 (a)(b) 5,000,000 5,020,574 
3 month U.S. LIBOR + 0.910% 3.2413% 8/20/18 (a)(b) 5,000,000 5,005,063 
First Niagara Financial Group, Inc. 7.25% 12/15/21 325,000 363,316 
HSBC Holdings PLC 3 month U.S. LIBOR + 0.600% 2.9256% 5/18/21 (a)(b) 6,165,000 6,172,151 
HSBC U.S.A., Inc.:   
3 month U.S. LIBOR + 0.610% 2.965% 11/13/19 (a)(b) 15,000,000 15,078,105 
2.35% 3/5/20 995,000 984,000 
Huntington National Bank:   
3 month U.S. LIBOR + 0.510% 2.5814% 3/10/20 (a)(b) 9,027,000 9,048,145 
2.2% 11/6/18 770,000 769,123 
2.375% 3/10/20 1,465,000 1,447,435 
ING Bank NV 3 month U.S. LIBOR + 0.690% 2.998% 10/1/19 (a)(b)(c) 5,000,000 5,027,352 
ING Groep NV 3 month U.S. LIBOR + 1.150% 3.452% 3/29/22 (a)(b) 735,000 749,333 
Intesa Sanpaolo SpA:   
3.375% 1/12/23 (c) 710,000 664,910 
3.875% 1/15/19 875,000 876,145 
JP Morgan Chase Bank NA:   
3 month U.S. LIBOR + 0.280% 2.604% 2/1/21 (a)(b) 595,000 591,178 
3 month U.S. LIBOR + 0.400% 2.6725% 9/21/18 (a)(b) 10,000,000 10,009,252 
3 month U.S. LIBOR + 0.590% 2.8611% 9/23/19 (a)(b) 10,000,000 10,061,594 
JPMorgan Chase & Co.:   
3 month U.S. LIBOR + 0.550% 2.6073% 3/9/21 (a)(b) 1,485,000 1,489,935 
3 month U.S. LIBOR + 0.955% 3.3166% 1/23/20 (a)(b) 7,111,000 7,194,961 
4.25% 10/15/20 390,000 399,469 
4.4% 7/22/20 235,000 241,625 
4.95% 3/25/20 315,000 326,166 
Lloyds Bank PLC 3 month U.S. LIBOR + 0.490% 2.8607% 5/7/21 (a)(b) 5,000,000 4,998,250 
Manufacturers & Traders Trust Co. 3 month U.S. LIBOR + 0.270% 2.6295% 1/25/21 (a)(b) 10,000,000 10,001,922 
Mitsubishi UFJ Financial Group, Inc. 3 month U.S. LIBOR + 0.920% 3.2494% 2/22/22 (a)(b) 840,000 849,719 
Mizuho Bank Ltd.:   
3 month U.S. LIBOR + 1.190% 3.5487% 10/20/18 (a)(b)(c) 10,000,000 10,044,783 
2.15% 10/20/18 (c) 690,000 688,718 
Nordea Bank AB:   
3 month U.S. LIBOR + 0.470% 2.7894% 5/29/20 (a)(b)(c) 10,000,000 10,033,143 
3 month U.S. LIBOR + 0.840% 3.0175% 9/17/18 (a)(b)(c) 14,000,000 14,032,482 
PNC Bank NA:   
3 month U.S. LIBOR + 0.360% 2.6913% 5/19/20 (a)(b) 10,000,000 10,030,122 
1.8% 11/5/18 1,300,000 1,296,273 
PNC Financial Services Group, Inc. 3 month U.S. LIBOR + 0.250% 2.6131% 8/7/18 (a)(b) 10,000,000 10,003,495 
Rabobank (Netherlands) NV 3.95% 11/9/22 650,000 647,407 
Rabobank Nederland New York Branch 3 month U.S. LIBOR + 0.430% 2.7917% 4/26/21 (a)(b) 10,000,000 10,004,331 
Regions Bank 3 month U.S. LIBOR + 0.380% 2.688% 4/1/21 (a)(b) 11,385,000 11,386,063 
Royal Bank of Canada:   
3 month U.S. LIBOR + 0.350% 2.3972% 3/2/20 (a)(b) 10,000,000 10,022,950 
1.5% 6/7/18 5,000,000 4,999,639 
Royal Bank of Scotland Group PLC 6.4% 10/21/19 295,000 307,404 
Santander UK Group Holdings PLC 2.875% 10/16/20 820,000 811,843 
Skandinaviska Enskilda Banken AB 1.5% 9/13/19 1,480,000 1,454,862 
Standard Chartered PLC:   
2.1% 8/19/19 (c) 390,000 385,570 
2.4% 9/8/19 (c) 245,000 242,691 
Sumitomo Mitsui Banking Corp.:   
3 month U.S. LIBOR + 0.350% 2.7028% 1/17/20 (a)(b) 17,048,000 17,065,139 
3 month U.S. LIBOR + 0.540% 2.8773% 1/11/19 (a)(b) 17,900,000 17,948,261 
1.762% 10/19/18 435,000 433,948 
Sumitomo Mitsui Trust Bank Ltd. 1.95% 9/19/19 (c) 605,000 597,047 
SunTrust Bank 3 month U.S. LIBOR + 0.530% 2.8888% 1/31/20 (a)(b) 10,000,000 10,050,341 
SunTrust Banks, Inc. 2.35% 11/1/18 645,000 644,433 
Svenska Handelsbanken AB 3 month U.S. LIBOR + 0.470% 2.8% 5/24/21 (a)(b) 5,000,000 5,003,385 
The Toronto-Dominion Bank:   
3 month U.S. LIBOR + 0.240% 2.5995% 1/25/21 (a)(b) 11,565,000 11,535,856 
3 month U.S. LIBOR + 0.650% 3.005% 8/13/19 (a)(b) 10,000,000 10,059,552 
U.S. Bancorp 3 month U.S. LIBOR + 0.490% 2.8325% 11/15/18 (a)(b) 6,505,000 6,516,362 
U.S. Bank NA:   
3 month U.S. LIBOR + 0.150% 2.48% 5/24/19 (a)(b) 10,000,000 10,002,405 
3 month U.S. LIBOR + 0.320% 2.6817% 4/26/21 (a)(b) 1,545,000 1,545,025 
Wells Fargo & Co.:   
3 month U.S. LIBOR + 0.400% 2.5069% 9/14/18 (a)(b) 5,000,000 5,005,215 
3 month U.S. LIBOR + 0.880% 3.2416% 7/22/20 (a)(b) 1,900,000 1,920,277 
2.55% 12/7/20 95,000 93,653 
Wells Fargo Bank NA:   
3 month U.S. LIBOR + 0.230% 2.5777% 1/15/20 (a)(b) 10,000,000 10,006,904 
3 month U.S. LIBOR + 0.500% 2.8194% 11/28/18 (a)(b) 10,000,000 10,018,747 
Westpac Banking Corp.:   
3 month U.S. LIBOR + 0.560% 2.8913% 8/19/19 (a)(b) 9,250,000 9,293,253 
3 month U.S. LIBOR + 0.740% 3.07% 11/23/18 (a)(b) 5,000,000 5,015,921 
  673,759,283 
Capital Markets - 2.0%   
Cboe Global Markets, Inc. 1.95% 6/28/19 620,000 614,110 
Charles Schwab Corp. 3 month U.S. LIBOR + 0.320% 2.6513% 5/21/21 (a)(b) 990,000 989,222 
Deutsche Bank AG London Branch:   
3 month U.S. LIBOR + 1.450% 3.8051% 1/18/19 (a)(b) 19,490,000 19,581,798 
3 month U.S. LIBOR + 1.910% 4.2625% 5/10/19 (a)(b) 10,000,000 10,070,000 
Deutsche Bank AG New York Branch 3 month U.S. LIBOR + 0.800% 3.1766% 1/22/21 (a)(b) 10,000,000 9,805,600 
Goldman Sachs Group, Inc.:   
3 month U.S. LIBOR + 0.780% 3.1388% 10/31/22 (a)(b) 510,000 509,990 
3 month U.S. LIBOR + 0.800% 2.8888% 12/13/19 (a)(b) 15,000,000 15,116,044 
3 month U.S. LIBOR + 1.040% 3.3995% 4/25/19 (a)(b) 3,866,000 3,897,571 
3 month U.S. LIBOR + 1.100% 3.4425% 11/15/18 (a)(b) 10,000,000 10,048,600 
3 month U.S. LIBOR + 1.110% 3.4717% 4/26/22 (a)(b) 1,140,000 1,153,056 
3 month U.S. LIBOR + 1.200% 3.3245% 9/15/20 (a)(b) 4,670,000 4,748,816 
1.95% 7/23/19 525,000 520,402 
2.3% 12/13/19 810,000 802,842 
2.75% 9/15/20 220,000 217,906 
5.375% 3/15/20 395,000 410,499 
6% 6/15/20 120,000 126,828 
Legg Mason, Inc. 2.7% 7/15/19 185,000 184,585 
Moody's Corp. 3 month U.S. LIBOR + 0.350% 2.3746% 9/4/18 (a)(b) 15,000,000 15,006,490 
Morgan Stanley:   
3 month U.S. LIBOR + 0.550% 2.9025% 2/10/21 (a)(b) 11,225,000 11,255,308 
3 month U.S. LIBOR + 0.740% 3.1016% 7/23/19 (a)(b) 5,000,000 5,026,270 
3 month U.S. LIBOR + 0.800% 3.155% 2/14/20 (a)(b) 10,000,000 10,035,592 
3 month U.S. LIBOR + 0.850% 3.2092% 1/24/19 (a)(b) 1,530,000 1,536,784 
3 month U.S. LIBOR + 1.375% 3.7331% 2/1/19 (a)(b) 20,000,000 20,160,135 
2.45% 2/1/19 880,000 878,325 
5.5% 1/26/20 300,000 311,817 
5.5% 7/24/20 670,000 702,364 
S&P Global, Inc. 2.5% 8/15/18 230,000 230,024 
UBS AG London Branch 3 month U.S. LIBOR + 0.580% 2.6273% 6/8/20 (a)(b)(c) 23,790,000 23,880,140 
UBS AG Stamford Branch 3 month U.S. LIBOR + 0.640% 2.995% 8/14/19 (a)(b) 4,329,000 4,349,460 
UBS Group Funding AG 3 month U.S. LIBOR + 1.220% 3.5494% 5/23/23 (a)(b)(c) 880,000 894,450 
UBS Group Funding Ltd. 3% 4/15/21 (c) 1,495,000 1,474,808 
  174,539,836 
Consumer Finance - 1.0%   
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:   
3.75% 5/15/19 485,000 488,409 
3.95% 2/1/22 1,070,000 1,072,211 
American Express Credit Corp.:   
3 month U.S. LIBOR + 0.330% 2.6838% 5/3/19 (a)(b) 5,000,000 5,010,868 
3 month U.S. LIBOR + 0.430% 2.4546% 3/3/20 (a)(b) 15,000,000 15,054,524 
Capital One Bank U.S.A. NA 8.8% 7/15/19 615,000 651,543 
Capital One Financial Corp.:   
3 month U.S. LIBOR + 0.760% 3.115% 5/12/20 (a)(b) 10,000,000 10,055,965 
2.4% 10/30/20 350,000 342,722 
Caterpillar Financial Services Corp. 3 month U.S. LIBOR + 0.510% 2.8475% 1/10/20 (a)(b) 5,000,000 5,029,062 
Ford Motor Credit Co. LLC:   
3 month U.S. LIBOR + 0.900% 3.0245% 6/15/18 (a)(b) 22,000,000 22,004,869 
3 month U.S. LIBOR + 1.000% 3.3306% 1/9/20 (a)(b) 7,000,000 7,055,095 
2.021% 5/3/19 895,000 887,624 
2.551% 10/5/18 1,385,000 1,385,084 
3.47% 4/5/21 415,000 414,959 
Hyundai Capital America:   
1.75% 9/27/19 (c) 545,000 534,315 
2% 7/1/19 (c) 480,000 473,191 
2.4% 10/30/18 (c) 850,000 848,201 
2.5% 3/18/19 (c) 1,455,000 1,447,286 
2.55% 2/6/19 (c) 425,000 423,386 
Toyota Motor Credit Corp. 3 month U.S. LIBOR + 0.820% 3.1513% 2/19/19 (a)(b) 15,000,000 15,076,448 
  88,255,762 
Diversified Financial Services - 0.4%   
Berkshire Hathaway Finance Corp.:   
3 month U.S. LIBOR + 0.250% 2.5873% 1/11/19 (a)(b) 10,000,000 10,018,090 
3 month U.S. LIBOR + 0.690% 2.8145% 3/15/19 (a)(b) 10,000,000 10,051,000 
Boral Finance Pty Ltd. 3% 11/1/22 (c) 135,000 130,989 
Brixmor Operating Partnership LP 3.875% 8/15/22 170,000 169,766 
Broadcom Corp./Broadcom Cayman LP:   
2.375% 1/15/20 1,640,000 1,621,118 
3% 1/15/22 1,540,000 1,502,054 
CNH Industrial Capital LLC:   
3.375% 7/15/19 530,000 530,530 
3.875% 10/15/21 1,190,000 1,188,513 
4.375% 11/6/20 340,000 346,800 
ENEL Finance International NV 2.875% 5/25/22 (c) 1,175,000 1,124,570 
USAA Capital Corp. 3 month U.S. LIBOR + 0.230% 2.5881% 2/1/19 (a)(b)(c) 7,140,000 7,150,130 
  33,833,560 
Insurance - 0.7%   
ACE INA Holdings, Inc. 2.3% 11/3/20 970,000 955,113 
AIA Group Ltd. 2.25% 3/11/19 (c) 336,000 333,472 
American International Group, Inc.:   
2.3% 7/16/19 750,000 745,403 
6.4% 12/15/20 375,000 404,335 
Aon Corp. 5% 9/30/20 135,000 140,238 
Aon PLC 2.8% 3/15/21 1,320,000 1,300,199 
Lincoln National Corp. 4% 9/1/23 270,000 273,924 
Marsh & McLennan Companies, Inc. 2.55% 10/15/18 575,000 574,880 
MassMutual Global Funding II 1.55% 10/11/19 (c) 1,476,000 1,453,723 
Metropolitan Life Global Funding I:   
3 month U.S. LIBOR + 0.340% 2.4469% 9/14/18(a)(b)(c) 10,000,000 10,010,210 
3 month U.S. LIBOR + 0.400% 2.4714% 6/12/20 (a)(b)(c) 10,000,000 10,051,210 
1.75% 9/19/19 (c) 1,545,000 1,524,014 
New York Life Global Funding:   
3 month U.S. LIBOR + 0.390% 2.7492% 10/24/19 (a)(b)(c) 10,000,000 10,048,166 
1.55% 11/2/18 (c) 2,430,000 2,421,478 
Principal Financial Group, Inc. 1.5% 4/18/19 (c) 550,000 544,287 
Principal Life Global Funding II 2.2% 4/8/20 (c) 1,000,000 987,079 
Provident Companies, Inc. 7% 7/15/18 265,000 266,350 
Prudential Financial, Inc. 3 month U.S. LIBOR + 0.780% 3.1225% 8/15/18 (a)(b) 19,374,000 19,405,710 
Reinsurance Group of America, Inc.:   
5% 6/1/21 125,000 130,382 
6.45% 11/15/19 1,100,000 1,152,340 
Trinity Acquisition PLC 3.5% 9/15/21 335,000 332,436 
Xlit Ltd. 2.3% 12/15/18 925,000 922,864 
  63,977,813 
TOTAL FINANCIALS  1,034,366,254 
HEALTH CARE - 0.9%   
Biotechnology - 0.0%   
AbbVie, Inc. 2.3% 5/14/21 850,000 828,614 
Baxalta, Inc.:   
3 month U.S. LIBOR + 0.780% 3.0281% 6/22/18 (a)(b) 515,000 514,998 
2% 6/22/18 175,000 174,953 
Biogen, Inc. 2.9% 9/15/20 510,000 507,993 
Celgene Corp.:   
2.875% 8/15/20 630,000 625,975 
2.875% 2/19/21 675,000 666,743 
  3,319,276 
Health Care Equipment & Supplies - 0.2%   
Abbott Laboratories:   
2.35% 11/22/19 1,562,000 1,553,100 
2.9% 11/30/21 1,075,000 1,062,398 
Becton, Dickinson & Co.:   
3 month U.S. LIBOR + 0.875% 2.9436% 12/29/20 (a)(b) 5,824,000 5,838,594 
2.404% 6/5/20 1,195,000 1,174,291 
2.675% 12/15/19 1,785,000 1,775,131 
Zimmer Biomet Holdings, Inc. 3 month U.S. LIBOR + 0.750% 2.9275% 3/19/21 (a)(b) 3,220,000 3,227,780 
  14,631,294 
Health Care Providers & Services - 0.5%   
Anthem, Inc. 2.5% 11/21/20 665,000 654,964 
Catholic Health Initiatives 2.6% 8/1/18 745,000 745,235 
CVS Health Corp.:   
3 month U.S. LIBOR + 0.630% 2.6873% 3/9/20 (a)(b) 620,000 622,797 
3 month U.S. LIBOR + 0.720% 2.7773% 3/9/21 (a)(b) 6,025,000 6,064,358 
1.9% 7/20/18 11,033,000 11,025,167 
3.125% 3/9/20 815,000 816,052 
3.35% 3/9/21 1,335,000 1,337,581 
Express Scripts Holding Co.:   
3 month U.S. LIBOR + 0.750% 2.7563% 11/30/20 (a)(b) 14,225,000 14,236,080 
2.25% 6/15/19 160,000 159,021 
HCA Holdings, Inc. 3.75% 3/15/19 2,875,000 2,889,375 
Humana, Inc. 2.625% 10/1/19 890,000 886,139 
Medco Health Solutions, Inc. 4.125% 9/15/20 710,000 722,615 
Universal Health Services, Inc. 3.75% 8/1/19 (c) 750,000 750,000 
WellPoint, Inc. 2.3% 7/15/18 995,000 994,722 
  41,904,106 
Pharmaceuticals - 0.2%   
Johnson & Johnson 1.95% 11/10/20 460,000 452,381 
Roche Holdings, Inc. 2.25% 9/30/19 (c) 10,000,000 9,937,395 
Shire Acquisitions Investments Ireland DAC 1.9% 9/23/19 3,315,000 3,267,342 
Teva Pharmaceutical Finance Netherlands III BV:   
1.7% 7/19/19 2,280,000 2,227,461 
2.2% 7/21/21 85,000 78,064 
  15,962,643 
TOTAL HEALTH CARE  75,817,319 
INDUSTRIALS - 0.9%   
Aerospace & Defense - 0.1%   
General Dynamics Corp.:   
3 month U.S. LIBOR + 0.290% 2.6458% 5/11/20 (a)(b) 325,000 325,439 
3 month U.S. LIBOR + 0.380% 2.7358% 5/11/21 (a)(b) 550,000 550,624 
Harris Corp. 2.7% 4/27/20 1,090,000 1,082,264 
Northrop Grumman Corp. 2.08% 10/15/20 1,600,000 1,565,328 
Rockwell Collins, Inc. 1.95% 7/15/19 455,000 450,318 
  3,973,973 
Air Freight & Logistics - 0.0%   
United Parcel Service, Inc. 2.5% 4/1/23 435,000 420,781 
Airlines - 0.0%   
Delta Air Lines, Inc.:   
2.6% 12/4/20 290,000 285,024 
2.875% 3/13/20 1,880,000 1,869,247 
3.8% 4/19/23 410,000 407,158 
Southwest Airlines Co. 2.75% 11/6/19 640,000 637,422 
  3,198,851 
Electrical Equipment - 0.0%   
Fortive Corp. 1.8% 6/15/19 145,000 143,221 
Industrial Conglomerates - 0.2%   
Honeywell International, Inc.:   
3 month U.S. LIBOR + 0.350% 2.6388% 10/30/19 (a)(b) 15,000,000 15,050,509 
1.8% 10/30/19 1,065,000 1,053,571 
Roper Technologies, Inc.:   
2.05% 10/1/18 1,775,000 1,772,835 
3% 12/15/20 195,000 194,166 
  18,071,081 
Machinery - 0.4%   
Caterpillar Financial Services Corp.:   
3 month U.S. LIBOR + 0.180% 2.2052% 12/6/18 (a)(b) 10,000,000 10,004,607 
3 month U.S. LIBOR + 0.230% 2.3545% 3/15/21 (a)(b) 5,000,000 5,003,272 
John Deere Capital Corp.:   
3 month U.S. LIBOR + 0.160% 2.4906% 1/8/21 (a)(b) 8,720,000 8,705,339 
3 month U.S. LIBOR + 0.240% 2.3307% 3/12/21 (a)(b) 5,000,000 5,020,048 
3 month U.S. LIBOR + 0.570% 2.9006% 1/8/19 (a)(b) 5,000,000 5,012,508 
Stanley Black & Decker, Inc.:   
1.622% 11/17/18 80,000 79,657 
2.451% 11/17/18 2,660,000 2,657,582 
  36,483,013 
Professional Services - 0.0%   
Equifax, Inc.:   
3 month U.S. LIBOR + 0.870% 3.1389% 8/15/21 (a)(b) 610,000 610,538 
2.3% 6/1/21 305,000 294,380 
3.6% 8/15/21 450,000 451,025 
  1,355,943 
Road & Rail - 0.1%   
Eastern Creation II Investment Holdings Ltd. 2.75% 9/26/20 615,000 603,313 
J.B. Hunt Transport Services, Inc. 2.4% 3/15/19 235,000 234,337 
Kansas City Southern 2.35% 5/15/20 1,515,000 1,490,110 
Penske Truck Leasing Co. LP:   
2.5% 6/15/19 (c) 925,000 920,079 
2.875% 7/17/18 (c) 1,675,000 1,675,945 
3.2% 7/15/20 (c) 1,710,000 1,707,982 
  6,631,766 
Trading Companies & Distributors - 0.1%   
Air Lease Corp.:   
2.125% 1/15/20 1,285,000 1,261,976 
2.5% 3/1/21 275,000 269,010 
GATX Corp.:   
2.375% 7/30/18 1,005,000 1,005,010 
2.5% 7/30/19 660,000 655,549 
2.6% 3/30/20 1,195,000 1,183,647 
International Lease Finance Corp. 6.25% 5/15/19 790,000 813,276 
  5,188,468 
TOTAL INDUSTRIALS  75,467,097 
INFORMATION TECHNOLOGY - 0.4%   
Electronic Equipment & Components - 0.1%   
Diamond 1 Finance Corp./Diamond 2 Finance Corp. 3.48% 6/1/19 (c) 2,473,000 2,482,494 
Keysight Technologies, Inc. 3.3% 10/30/19 3,710,000 3,704,023 
  6,186,517 
Internet Software & Services - 0.1%   
Alibaba Group Holding Ltd. 2.5% 11/28/19 1,965,000 1,954,326 
Baidu.com, Inc. 2.75% 6/9/19 2,665,000 2,655,529 
eBay, Inc. 2.15% 6/5/20 805,000 791,057 
Tencent Holdings Ltd.:   
2.875% 2/11/20 (c) 1,555,000 1,550,487 
3.375% 5/2/19 (c) 1,080,000 1,086,147 
  8,037,546 
IT Services - 0.0%   
DXC Technology Co.:   
3 month U.S. LIBOR + 0.950% 2.9563% 3/1/21 (a)(b) 1,860,000 1,861,895 
2.875% 3/27/20 975,000 969,471 
Fidelity National Information Services, Inc.:   
2.25% 8/15/21 1,080,000 1,041,642 
3.625% 10/15/20 260,000 262,706 
  4,135,714 
Semiconductors & Semiconductor Equipment - 0.0%   
Analog Devices, Inc. 2.85% 3/12/20 3,085,000 3,077,882 
Microchip Technology, Inc. 3.922% 6/1/21 (c) 405,000 407,050 
Qualcomm, Inc. 2.1% 5/20/20 615,000 613,338 
  4,098,270 
Technology Hardware, Storage & Peripherals - 0.2%   
Apple, Inc.:   
3 month U.S. LIBOR + 0.140% 2.5029% 8/2/19 (a)(b) 10,000,000 10,017,745 
1.8% 11/13/19 1,425,000 1,412,937 
Hewlett Packard Enterprise Co.:   
2.1% 10/4/19 (c) 595,000 587,960 
2.85% 10/5/18 915,000 915,840 
Seagate HDD Cayman 3.75% 11/15/18 865,000 866,708 
Xerox Corp.:   
2.75% 3/15/19 1,365,000 1,361,744 
5.625% 12/15/19 1,125,000 1,158,828 
  16,321,762 
TOTAL INFORMATION TECHNOLOGY  38,779,809 
MATERIALS - 0.2%   
Chemicals - 0.1%   
Air Liquide Finance 1.375% 9/27/19 (c) 1,470,000 1,443,121 
CNAC HK Finbridge Co. Ltd. 4.125% 3/14/21 (Reg. S) 765,000 767,167 
LyondellBasell Industries NV:   
5% 4/15/19 200,000 202,500 
6% 11/15/21 615,000 662,594 
Sherwin-Williams Co. 2.25% 5/15/20 3,065,000 3,019,357 
Solvay Finance America LLC 3.4% 12/3/20 (c) 1,875,000 1,878,622 
Syngenta Finance NV 3.698% 4/24/20 (c) 940,000 941,927 
  8,915,288 
Construction Materials - 0.1%   
Martin Marietta Materials, Inc.:   
3 month U.S. LIBOR + 0.500% 2.7018% 12/20/19 (a)(b) 600,000 601,582 
3 month U.S. LIBOR + 0.650% 2.9794% 5/22/20 (a)(b) 330,000 331,406 
Vulcan Materials Co.:   
3 month U.S. LIBOR + 0.600% 2.7245% 6/15/20 (a)(b) 790,000 790,158 
3 month U.S. LIBOR + 0.650% 2.5698% 3/1/21 (a)(b) 1,620,000 1,622,138 
  3,345,284 
Containers & Packaging - 0.0%   
Packaging Corp. of America 2.45% 12/15/20 555,000 545,446 
Metals & Mining - 0.0%   
Southern Copper Corp. 5.375% 4/16/20 510,000 531,147 
Paper & Forest Products - 0.0%   
Celulosa Arauco y Constitucion SA 7.25% 7/29/19 850,000 885,615 
TOTAL MATERIALS  14,222,780 
REAL ESTATE - 0.1%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Campus Communities Operating Partnership LP 3.35% 10/1/20 865,000 865,464 
ARC Properties Operating Partnership LP 3% 2/6/19 2,630,000 2,630,584 
Crown Castle International Corp.:   
2.25% 9/1/21 1,195,000 1,151,707 
3.4% 2/15/21 860,000 863,656 
HCP, Inc. 2.625% 2/1/20 130,000 128,696 
Kimco Realty Corp. 6.875% 10/1/19 455,000 477,001 
  6,117,108 
Real Estate Management & Development - 0.0%   
China Overseas Finance Cayman 4.25% 5/8/19 925,000 932,565 
WEA Finance LLC/Westfield UK & Europe Finance PLC:   
2.7% 9/17/19 (c) 1,820,000 1,811,176 
3.25% 10/5/20 (c) 235,000 234,711 
  2,978,452 
TOTAL REAL ESTATE  9,095,560 
TELECOMMUNICATION SERVICES - 0.7%   
Diversified Telecommunication Services - 0.7%   
AT&T, Inc.:   
3 month U.S. LIBOR + 0.910% 3.2294% 11/27/18 (a)(b) 9,254,000 9,284,864 
2.3% 3/11/19 690,000 687,705 
BellSouth Corp. 4.333% 4/26/19 (a)(c) 10,000,000 10,125,000 
British Telecommunications PLC 2.35% 2/14/19 5,000,000 4,982,792 
Deutsche Telekom International Financial BV 3 month U.S. LIBOR + 0.580% 2.9328% 1/17/20 (a)(b)(c) 10,000,000 10,056,791 
SBA Tower Trust:   
2.877% 7/10/46 (c) 370,000 362,071 
3.156% 10/15/20 (c) 265,000 260,185 
3.448% 3/15/48 (c) 880,000 876,509 
Telecom Italia Capital SA 6.999% 6/4/18 1,622,000 1,622,000 
Telefonica Emisiones S.A.U. 5.134% 4/27/20 565,000 586,232 
Telefonos de Mexico SA de CV 5.5% 11/15/19 1,045,000 1,081,511 
Verizon Communications, Inc. 3 month U.S. LIBOR + 0.550% 2.8794% 5/22/20 (a)(b) 25,000,000 25,143,700 
  65,069,360 
Wireless Telecommunication Services - 0.0%   
America Movil S.A.B. de CV 5% 10/16/19 180,000 184,803 
TOTAL TELECOMMUNICATION SERVICES  65,254,163 
UTILITIES - 1.0%   
Electric Utilities - 0.5%   
Duke Energy Corp. 3.55% 9/15/21 330,000 332,589 
FirstEnergy Corp. 2.85% 7/15/22 885,000 859,458 
Florida Power & Light Co. 3 month U.S. LIBOR + 0.280% 2.6431% 11/6/20 (a)(b) 10,000,000 10,000,449 
Georgia Power Co. 1.95% 12/1/18 460,000 458,408 
Mississippi Power Co. 3 month U.S. LIBOR + 0.650% 2.9416% 3/27/20 (a)(b) 1,770,000 1,770,878 
NextEra Energy Capital Holdings, Inc.:   
1.649% 9/1/18 1,025,000 1,022,455 
2.3% 4/1/19 375,000 373,658 
PNM Resources, Inc. 3.25% 3/9/21 995,000 991,059 
PPL Capital Funding, Inc. 1.9% 6/1/18 865,000 865,000 
Southern Co.:   
1.55% 7/1/18 10,365,000 10,358,677 
1.85% 7/1/19 11,295,000 11,173,626 
2.35% 7/1/21 280,000 272,426 
State Grid Overseas Investment Ltd. 2.25% 5/4/20 (c) 2,235,000 2,193,489 
  40,672,172 
Gas Utilities - 0.2%   
ENN Energy Holdings Ltd.:   
3.25% 10/23/19 (Reg. S) 900,000 893,288 
6% 5/13/21 (c) 350,000 368,509 
WGL Holdings, Inc.:   
3 month U.S. LIBOR + 0.400% 2.7194% 11/29/19 (a)(b) 7,042,000 7,043,513 
3 month U.S. LIBOR + 0.550% 2.6569% 3/12/20 (a)(b) 7,520,000 7,524,684 
  15,829,994 
Independent Power and Renewable Electricity Producers - 0.0%   
Exelon Generation Co. LLC:   
2.95% 1/15/20 810,000 808,348 
5.2% 10/1/19 150,000 154,310 
  962,658 
Multi-Utilities - 0.3%   
CMS Energy Corp. 8.75% 6/15/19 1,112,000 1,172,230 
Dominion Resources, Inc.:   
3 month U.S. LIBOR + 0.400% 2.4063% 12/1/20 (a)(b)(c) 10,000,000 9,980,733 
1.5% 9/30/18 (c) 700,000 697,344 
1.875% 1/15/19 415,000 412,674 
2.579% 7/1/20 (a) 410,000 404,077 
2.962% 7/1/19 330,000 329,509 
NiSource Finance Corp. 6.8% 1/15/19 171,000 175,173 
San Diego Gas & Electric Co. 1.914% 2/1/22 274,287 267,543 
Sempra Energy:   
3 month U.S. LIBOR + 0.500% 2.8477% 1/15/21 (a)(b) 15,575,000 15,594,484 
1.625% 10/7/19 1,755,000 1,723,112 
  30,756,879 
TOTAL UTILITIES  88,221,703 
TOTAL NONCONVERTIBLE BONDS   
(Cost $1,712,944,099)  1,713,660,853 
U.S. Government and Government Agency Obligations - 1.3%   
U.S. Government Agency Obligations - 0.1%   
Fannie Mae:   
1.25% 8/17/21 $3,000,000 $2,870,889 
1.5% 7/30/20 4,255,000 4,166,385 
Federal Home Loan Bank 2.625% 5/28/20 4,780,000 4,791,840 
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS  11,829,114 
U.S. Treasury Obligations - 1.2%   
U.S. Treasury Notes:   
0.75% 7/15/19 20,000,000 19,656,250 
1.25% 1/31/20 6,435,000 6,315,852 
1.375% 9/15/20 6,090,000 5,941,556 
1.5% 6/15/20 4,500,000 4,417,031 
1.625% 11/30/20 (d) 59,560,000 58,294,350 
1.875% 12/15/20 4,520,000 4,449,905 
2.375% 4/30/20 4,650,000 4,645,459 
TOTAL U.S. TREASURY OBLIGATIONS  103,720,403 
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $117,205,396)  115,549,517 
U.S. Government Agency - Mortgage Securities - 0.3%   
Fannie Mae - 0.2%   
12 month U.S. LIBOR + 1.528% 3.291% 7/1/35 (a)(b) 13,707 14,401 
12 month U.S. LIBOR + 1.557% 3.342% 12/1/35 (a)(b) 8,830 9,274 
12 month U.S. LIBOR + 1.655% 3.428% 8/1/37 (a)(b) 10,729 11,306 
12 month U.S. LIBOR + 1.690% 3.534% 5/1/38 (a)(b) 139,479 146,761 
12 month U.S. LIBOR + 1.788% 3.732% 5/1/38 (a)(b) 28,353 29,735 
12 month U.S. LIBOR + 1.829% 3.658% 5/1/38 (a)(b) 53,386 56,237 
12 month U.S. LIBOR + 1.830% 3.615% 4/1/38 (a)(b) 23,804 24,914 
12 month U.S. LIBOR + 1.853% 3.603% 8/1/38 (a)(b) 12,505 13,242 
12 month U.S. LIBOR + 2.040% 3.79% 12/1/36 (a)(b) 15,306 16,179 
6 month U.S. LIBOR + 1.363% 3.193% 10/1/33 (a)(b) 51,423 53,302 
3% 2/1/30 38,125 38,094 
3.5% 11/1/26 to 3/1/33 3,534,171 3,585,897 
4% 3/1/47 2,382,933 2,436,144 
4.5% 5/1/19 to 3/1/46 4,834,395 5,046,446 
5% 11/1/18 to 6/1/39 2,142,113 2,278,623 
5.5% 7/1/20 to 5/1/40 3,380,344 3,661,333 
6% 1/1/22 to 1/1/41 995,428 1,090,666 
6.5% 7/1/32 to 12/1/32 142,401 158,944 
TOTAL FANNIE MAE  18,671,498 
Fannie Mae Connecticut Avenue Securities - 0.0%   
1 month U.S. LIBOR + 0.750% 2.7097% 2/25/30 (a)(b) 458,280 458,729 
Freddie Mac - 0.0%   
12 month U.S. LIBOR + 1.591% 3.341% 9/1/35 (a)(b) 8,189 8,595 
12 month U.S. LIBOR + 1.625% 3.375% 7/1/38 (a)(b) 25,244 26,472 
12 month U.S. LIBOR + 1.625% 3.413% 6/1/38 (a)(b) 41,397 43,393 
12 month U.S. LIBOR + 1.726% 3.484% 7/1/35 (a)(b) 19,686 20,762 
12 month U.S. LIBOR + 1.733% 3.56% 10/1/36 (a)(b) 68,437 72,212 
12 month U.S. LIBOR + 1.733% 3.608% 2/1/37 (a)(b) 10,278 10,808 
12 month U.S. LIBOR + 1.766% 3.625% 5/1/38 (a)(b) 25,886 27,191 
12 month U.S. LIBOR + 1.775% 3.539% 5/1/37 (a)(b) 15,155 15,913 
12 month U.S. LIBOR + 1.800% 3.64% 2/1/37 (a)(b) 12,566 13,209 
12 month U.S. LIBOR + 1.965% 3.709% 11/1/36 (a)(b) 4,944 5,232 
12 month U.S. LIBOR + 1.983% 3.761% 12/1/36 (a)(b) 7,539 7,983 
12 month U.S. LIBOR + 2.076% 4.052% 2/1/38 (a)(b) 54,377 57,209 
12 month U.S. LIBOR + 2.149% 3.976% 2/1/37 (a)(b) 23,893 24,719 
U.S. TREASURY 1 YEAR INDEX + 2.347% 3.079% 11/1/34 (a)(b) 18,789 19,729 
4.5% 10/1/19 11,735 11,847 
5% 10/1/18 to 12/1/23 307,413 318,967 
5.5% 11/1/21 to 10/1/38 63,870 66,650 
6% 7/1/21 to 1/1/38 205,322 226,804 
TOTAL FREDDIE MAC  977,695 
Ginnie Mae - 0.1%   
6% 7/15/36 321,289 358,863 
4.5% 9/20/40 183,200 193,540 
5% 12/20/34 to 4/20/48 4,696,343 4,961,153 
TOTAL GINNIE MAE  5,513,556 
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES   
(Cost $25,883,981)  25,621,478 
Asset-Backed Securities - 7.1%   
Allegro CLO Ltd. Series 2015-1A Class AR, 3 month U.S. LIBOR + 0.840% 3.1995% 7/25/27 (a)(b)(c) $1,225,000 $1,226,196 
Ally Auto Receivables Trust:   
Series 2015-1 Class A4, 1.75% 5/15/20 340,000 338,783 
Series 2015-2 Class C, 2.41% 1/15/21 (c) 1,110,000 1,107,629 
Series 2016-1 Class D, 2.84% 9/15/22 390,000 389,136 
Series 2017-1 Class A2, 1.45% 10/15/19 1,227,144 1,226,188 
Series 2017-2:   
Class A2, 1.49% 11/15/19 1,913,652 1,910,386 
Class C, 2.46% 9/15/22 745,000 734,360 
Class D, 2.93% 11/15/23 200,000 196,661 
Series 2018-1 Class A2, 2.08% 9/15/20 4,266,000 4,255,739 
Ally Master Owner Trust:   
Series 2015-2 Class A1, 1 month U.S. LIBOR + 0.570% 2.4669% 1/15/21 (a)(b) 7,152,000 7,170,792 
Series 2017-1 Class A, 1 month U.S. LIBOR + 0.400% 2.2969% 2/15/21 (a)(b) 10,000,000 10,008,459 
Series 2017-2 Class A, 1 month U.S. LIBOR + 0.340% 2.2369% 6/15/21 (a)(b) 410,000 410,440 
Series 2017-3 Class A1, 1 month U.S. LIBOR + 0.500% 2.3269% 6/15/22 (a)(b) 310,000 310,987 
Series 2018-1 Class A1:   
1 month U.S. LIBOR + 0.000% 2.1769% 1/17/23 (a)(b) 8,383,000 8,386,142 
2.7% 1/17/23 1,905,000 1,891,386 
AmeriCredit Automobile Receivables Trust:   
Series 2014-1 Class E, 3.58% 8/9/21 (c) 385,000 386,245 
Series 2014-2 Class E, 3.37% 11/8/21 (c) 815,000 817,554 
Series 2014-3:   
Class C, 2.58% 9/8/20 943,609 943,614 
Class D, 3.13% 10/8/20 955,000 957,677 
Class E, 3.72% 3/8/22 (c) 340,000 340,549 
Series 2014-4:   
Class C, 2.47% 11/9/20 505,000 504,652 
Class E, 3.66% 3/8/22 325,000 325,086 
Series 2015, Class D, 3% 6/8/21 540,000 539,983 
Series 2015-3 Class D, 3.34% 8/8/21 680,000 682,655 
Americredit Automobile Receivables Trust Series 2015-4 Class A3, 1.7% 7/8/20 153,656 153,438 
AmeriCredit Automobile Receivables Trust:   
Series 2016-1:   
Class A3, 1.81% 10/8/20 78,227 78,087 
Class C, 2.89% 1/10/22 1,855,000 1,854,278 
Series 2016-3 Class D, 2.71% 9/8/22 810,000 797,776 
Series 2016-4 Class A3, 1.53% 7/8/21 1,095,000 1,086,874 
Series 2017-1:   
Class C, 2.71% 8/18/22 240,000 237,682 
Class D, 3.13% 1/18/23 1,330,000 1,321,221 
Series 2017-3:   
Class B, 2.24% 6/19/23 395,000 388,274 
Class C, 2.69% 6/19/23 420,000 414,046 
Ari Fleet Lease Trust Series 2015-A Class A3, 1.67% 9/15/23 (c) 829,352 827,819 
ARI Fleet Lease Trust:   
Series 2016-A Class A2, 1.82% 7/15/24 (c) 256,320 255,904 
Series 2017-A Class A2, 1.91% 4/15/26 (c) 263,040 261,610 
Series 2018-A Class A2, 2.55% 10/15/26 (c) 605,000 602,107 
Ascentium Equipment Receivables LLC:   
Series 2016-2A Class A2, 1.77% 4/10/19 (c) 53,450 53,388 
Series 2017-1A:   
Class A2, 1.87% 7/10/19 (c) 220,256 219,743 
Class A3, 2.29% 6/10/21 (c) 340,000 336,429 
Series 2017-2 Class A3, 2.31% 12/10/21 (c) 880,000 866,216 
Series 2018-1A Class A2, 2.92% 12/10/20 (c) 435,000 435,342 
Avis Budget Rental Car Funding (AESOP) LLC:   
Series 2013-2A:   
Class A, 2.97% 2/20/20 (c) 295,000 295,205 
Class B, 3.66% 2/20/20 (c) 595,000 596,437 
Series 2014-1A Class A, 2.46% 7/20/20 (c) 330,000 328,797 
Series 2014-2A Class A, 2.5% 2/20/21 (c) 2,685,000 2,664,295 
Series 2015-2A Class A, 2.63% 12/20/21 (c) 510,000 503,817 
Series 2016-1A Class A, 2.99% 6/20/22 (c) 610,000 605,850 
Babson CLO Ltd. Series 2013-IA Class AR, 3 month U.S. LIBOR + 0.800% 2.5447% 1/20/28 (a)(b)(c) 1,525,000 1,522,328 
Bank of America Credit Card Master Trust Series 2016-A1 Class A, 1 month U.S. LIBOR + 0.390% 2.3087% 10/15/21 (a)(b) 4,970,000 4,983,081 
Bank of The West Auto Trust Series 2017-1 Class A2, 1.94% 2/15/21 (c) 6,053,880 6,023,707 
BankBoston Home Equity Loan Trust Series 1998-2 Class A6, 6.64% 12/25/28 (MBIA Insured) 27,782 27,737 
Bayview Opportunity Master Fund Series 2017-SPL4 Class A, 3.5% 1/28/55 (c) 513,886 514,588 
Bayview Opportunity Master Fund Trust 3.5% 1/28/58 (a)(c) 1,691,980 1,693,811 
Bayview Opportunity Master Funding Trust Series 2017-SPL5 Class A, 3.5% 6/28/57 (c) 1,456,931 1,461,882 
BMW Vehicle Lease Trust:   
Series 2016-2:   
Class A2, 1.25% 1/22/19 53,803 53,767 
Class A3, 1.43% 9/20/19 495,000 492,878 
Series 2017-2:   
Class A2A, 1.8% 2/20/20 4,899,026 4,880,422 
Class A3, 2.07% 10/20/20 435,000 430,683 
BMW Vehicles Lease Trust Series 2017-1 Class A3, 2.04% 5/20/20 570,000 566,612 
California Republic Auto Receivables Trust Series 2015-1 Class B, 2.51% 2/16/21 295,000 293,603 
Canadian Pacer Auto Receivables Trust:   
Series 2017-A1 Class A2A, 1.772% 12/19/19 (c) 5,813,962 5,798,233 
Series 2018-1A Class A2B, 1 month U.S. LIBOR + 3.880% 2.1828% 8/19/20 (a)(b)(c) 5,000,000 4,999,997 
Capital Auto Receivables Asset Trust:   
Series 2015-2 Class A3, 1.73% 9/20/19 20,113 20,105 
Series 2016-1 Class A3, 1.73% 4/20/20 218,949 218,488 
Series 2016-2 Class A4, 1.63% 1/20/21 385,000 381,139 
Series 2016-3 Class A3, 1.54% 8/20/20 330,044 328,684 
Series 2017-1:   
Class B, 2.61% 5/20/22 (c) 145,000 142,628 
Class C, 3.03% 9/20/22 (c) 235,000 231,462 
Capital One Multi-Asset Execution Trust:   
Series 2014-A3 Class A3, 1 month U.S. LIBOR + 0.380% 2.2987% 1/18/22 (a)(b) 4,000,000 4,008,202 
Series 2016-16 Class A2, 1 month U.S. LIBOR + 0.630% 2.5487% 2/15/24 (a)(b) 13,275,000 13,432,299 
Series 2016-A1 Class A1, 1 month U.S. LIBOR + 0.450% 2.3687% 2/15/22 (a)(b) 10,000,000 10,030,956 
Carlyle Global Market Strategies Ltd. Series 2015-1A Class AR, 3 month U.S. LIBOR + 1.000% 3.3587% 4/20/27 (a)(b)(c) 915,000 914,755 
CarMax Auto Owner Trust:   
Series 2016-4:   
Class A2, 1.21% 11/15/19 1,371,418 1,369,596 
Class A3, 1.4% 8/15/21 1,145,000 1,130,084 
Series 2017-1 Class A2, 1.6% 2/18/20 1,669,174 1,666,205 
Series 2017-3 Class A2A, 1.64% 9/15/20 5,679,377 5,654,444 
Series 2017-4:   
Class A2A, 1.79% 4/15/21 5,000,000 4,973,539 
Class C, 2.7% 10/16/23 205,000 198,972 
CCG Receivables Trust:   
Series 2015-1 Class B, 2.6% 1/17/23 (c) 300,000 299,458 
Series 2016-1 Class A2, 1.69% 9/14/22 (c) 166,891 165,982 
Chase Issuance Trust:   
Series 2014-A5 Class A5, 1 month U.S. LIBOR + 0.370% 2.2887% 4/15/21 (a)(b) 10,000,000 10,024,844 
Series 2016-A1 Class A, 1 month U.S. LIBOR + 0.940% 2.3287% 5/17/21 (a)(b) 10,000,000 10,027,449 
Chesapeake Funding II LLC Series 2017-2A Class A2, 1 month U.S. LIBOR + 0.800% 2.3469% 5/15/29 (a)(b)(c) 8,952,109 8,952,310 
Chrysler Capital Auto Receivables Trust:   
Series 2014-B Class D, 3.44% 8/16/21 (c) 605,000 606,632 
Series 2016-BA:   
Class A2, 1.36% 1/15/20 (c) 80,971 80,957 
Class A3, 1.64% 7/15/21 (c) 280,000 278,284 
Citibank Credit Card Issuance Trust:   
Series 2014-A6 Class A6, 2.15% 7/15/21 2,105,000 2,093,189 
Series 2017-A1 Class A1, 1 month U.S. LIBOR + 0.250% 2.1888% 1/19/21 (a)(b) 10,000,000 10,010,997 
Series 2017-A4 Class A4, 1 month U.S. LIBOR + 0.220% 2.1152% 4/7/22 (a)(b) 10,000,000 10,008,979 
Series 2017-A9 Class A9, 1.8% 9/20/21 4,284,000 4,235,007 
CNH Equipment Trust:   
Series 2014-C Class A3, 1.05% 11/15/19 6,966 6,962 
Series 2015-C:   
Class A3, 1.66% 11/16/20 480,246 478,457 
Class B, 2.4% 2/15/23 1,265,000 1,256,990 
Series 2016-C Class A3, 1.44% 12/15/21 670,000 661,244 
Dell Equipment Finance Trust Series 2017-2 Class A2A, 1.97% 2/24/20 (c) 6,594,338 6,570,397 
Diamond Resorts Owner Trust:   
Series 2013-2 Class A, 2.27% 5/20/26 (c) 67,168 67,140 
Series 2014-1 Class A, 2.54% 5/20/27 (c) 170,548 169,958 
Series 2015-1 Class A, 2.73% 7/20/27 (c) 124,213 123,722 
Series 2015-2 Class A, 2.99% 5/22/28 (c) 140,972 140,085 
Discover Card Master Trust:   
Series 2012-A6 Class A6, 1.67% 1/18/22 2,805,000 2,772,962 
Series 2014-A1 Class A1, 1 month U.S. LIBOR + 0.430% 2.3487% 7/15/21 (a)(b) 3,905,000 3,912,760 
Series 2016-A2 Class A2, 1 month U.S. LIBOR + 0.540% 2.4587% 9/15/21 (a)(b) 10,000,000 10,032,883 
DLL Securitization Trust Series 2017-A Class A2, 1.89% 7/15/20 (c) 14,970,000 14,902,502 
Elara HGV Timeshare Issuer Series 2017-A Class A, 2.69% 3/25/30 (c) 375,593 368,586 
Elara HGV Timeshare Issuer Trust Series 2014-A Class A, 2.53% 2/25/27 (c) 124,653 122,175 
Enterprise Fleet Financing LLC:   
Series 2015-2 Class A2, 1.59% 2/22/21 (c) 32,288 32,281 
Series 2016-1 Class A2, 1.83% 9/20/21 (c) 755,356 753,884 
Series 2016-2 Class A2, 1.74% 2/22/22 (c) 2,760,572 2,748,576 
Series 2017-1 Class A2, 2.13% 7/20/22 (c) 311,910 310,248 
Series 2017-2 Class A2, 1.97% 1/20/23 (c) 406,817 404,060 
Series 2017-3 Class A2, 2.13% 5/22/23 (c) 1,415,000 1,402,148 
Series 2018-1 Class A2, 2.87% 10/20/23 (c) 570,000 569,131 
Fifth Third Auto Trust Series 2017-1 Class A2A, 1.59% 4/15/20 6,271,544 6,250,686 
Ford Credit Auto Lease Trust:   
Series 2017-A Class A4, 2.02% 6/15/20 1,200,000 1,191,284 
Series 2017-B Class A4, 2.17% 2/15/21 545,000 538,818 
Series 2018-A Class A2B, 1 month U.S. LIBOR + 0.350% 2.1387% 12/15/20 (a)(b) 5,000,000 5,001,056 
Ford Credit Floorplan Master Owner Trust:   
Series 2013-2 Class A, 2.09% 3/15/22 (c) 570,000 562,582 
Series 2014-2 Class A, 1 month U.S. LIBOR + 0.500% 2.3969% 2/15/21 (a)(b) 6,200,000 6,217,740 
Series 2015-2 Class A2, 1 month U.S. LIBOR + 0.570% 2.4669% 1/15/22 (a)(b) 7,054,000 7,092,916 
Series 2016-3:   
Class A1, 1.55% 7/15/21 1,360,000 1,342,073 
Class B, 1.75% 7/15/21 425,000 419,852 
Series 2016-4 Class A, 1 month U.S. LIBOR + 0.530% 2.4269% 7/15/20 (a)(b) 10,000,000 10,005,410 
Series 2016-5 Class B, 2.16% 11/15/21 920,000 911,370 
Series 2017-1:   
Class A2, 1 month U.S. LIBOR + 0.680% 2.3169% 5/15/22 (a)(b) 10,000,000 10,029,638 
Class B, 2.55% 5/15/22 830,000 818,090 
Series 2017-2 Class A2, 1 month U.S. LIBOR + 0.620% 2.2469% 9/15/22 (a)(b) 10,000,000 10,016,920 
Galaxy XXIX CLO Ltd. / Galaxy XXIX CLO LLC Series 2018-29A Class A, 3 month U.S. LIBOR + 0.790% 0% 11/15/26 (a)(b)(c) 2,465,000 2,465,000 
GM Financial Automobile Leasing Trust:   
Series 2015-3 Class A3, 1.69% 3/20/19 12,893 12,887 
Series 2016-1 Class A3, 1.64% 7/20/19 489,186 488,455 
Series 2016-2:   
Class A3, 1.62% 9/20/19 774,556 772,332 
Class C, 2.58% 3/20/20 2,230,000 2,222,601 
Series 2017-1:   
Class A2B, 1 month U.S. LIBOR + 0.370% 2.1678% 9/20/19 (a)(b) 3,393,174 3,394,078 
Class A4, 2.26% 8/20/20 165,000 163,939 
Series 2017-3:   
Class A4, 2.12% 9/20/21 245,000 241,949 
Class C, 2.73% 9/20/21 300,000 296,888 
Series 2018-1 Class A2A, 2.39% 4/20/20 10,000,000 9,968,881 
3.11% 12/20/21 435,000 432,766 
GM Financial Securitized Auto Receivables Trust Series 2017-3A:   
Class B, 2.33% 3/16/23 (c) 140,000 136,690 
Class C, 2.52% 3/16/23 (c) 245,000 239,510 
GM Financial Securitized Term Auto Receivables Trust Series 2018-2 Class A2B, 1 month U.S. LIBOR + 0.120% 2.0638% 5/17/21 (a)(b) 7,800,000 7,800,307 
GM Financial Securitized Term Automobile Recievables Trust Series 2018-1 Class A2A, 2.14% 1/19/21 14,440,000 14,377,901 
GMF Floorplan Owner Revolving Trust:   
Series 2016-1:   
Class A2, 1 month U.S. LIBOR + 0.850% 2.7469% 5/17/21 (a)(b)(c) 10,000,000 10,057,840 
Class B, 2.26% 5/17/21 (c) 275,000 273,663 
Class C, 2.76% 5/17/21 (c) 105,000 104,287 
Series 2017-1:   
Class A2, 1 month U.S. LIBOR + 1.200% 2.4669% 1/18/22 (a)(b)(c) 10,000,000 10,044,038 
Class C, 2.97% 1/18/22 (c) 575,000 572,932 
Series 2017-2 Class A2, 1 month U.S. LIBOR + 0.450% 2.3269% 7/15/22 (a)(b)(c) 10,000,000 10,022,592 
Series 2017-3:   
Class B, 2.26% 8/16/21 (c) 1,220,000 1,210,006 
Class C, 2.46% 8/16/21 (c) 1,530,000 1,515,220 
GreatAmerica Leasing Receivables Funding LLC:   
Series 2016-1 Class A3, 1.73% 6/20/19 (c) 359,602 358,793 
Series 2017-1:   
Class A2, 1.72% 4/22/19 (c) 43,867 43,792 
Class A3, 2.06% 6/22/20 (c) 100,000 99,400 
2.6% 6/15/21 (c) 390,000 387,575 
Hardee's Funding LLC / Carl's Jr. Funding LLC Series 2018-1A Class AI, 4.25% 6/20/48 (c)(e) 645,000 645,000 
Hilton Grand Vacations Trust:   
Series 2014-AA Class A, 1.77% 11/25/26 (c) 192,680 188,349 
Series 2017-AA:   
Class A, 2.66% 12/26/28 (c) 184,213 181,477 
Class B, 2.96% 12/26/28 (a)(c) 126,421 123,928 
Honda Auto Receivables Owner Trust Series 2016-4 Class A4, 1.36% 1/18/23 805,000 786,003 
Hyundai Auto Lease Securitization Trust:   
Series 2016-A Class A3, 2.01% 7/15/19 (c) 73,124 73,080 
Series 2016-B Class A4, 1.68% 4/15/20 (c) 235,000 233,993 
Series 2016-C Class A4, 1.65% 7/15/20 (c) 645,000 640,538 
Series 2017-A Class A2A, 1.56% 7/15/19 (c) 2,303,897 2,300,417 
Series 2018-A Class A2A, 2.52% 8/17/20 (c) 5,000,000 4,991,589 
Hyundai Auto Receivables Trust:   
Series 2016-B Class A2, 1.12% 10/15/19 1,486,725 1,483,475 
Series 2017-A:   
Class A2A, 1.48% 2/18/20 2,539,014 2,532,197 
Class B, 2.38% 4/17/23 340,000 334,105 
Series 2017-B Class A2A, 1.76% 8/17/20 3,859,870 3,842,724 
Series 2018-A Class A2B, 1 month U.S. LIBOR + 0.120% 2.0387% 4/15/21 (a)(b) 7,800,000 7,800,002 
Hyundai Floorplan Master Owner Trust Series 2016-1A Class A1, 1 month U.S. LIBOR + 0.900% 2.7969% 3/15/21 (a)(b)(c) 3,000,000 3,022,737 
John Deere Owner Trust:   
Series 2015-A Class A3, 1.32% 6/17/19 9,040 9,036 
Series 2016-A Class A3, 1.36% 4/15/20 428,015 425,916 
Series 2017-A Class A2, 1.5% 10/15/19 4,276,902 4,268,123 
Series 2018-A Class A2, 2.49% 10/15/20 10,000,000 9,977,962 
KKR CLO 12 Ltd. Series 2012 Class A1R, 3 month U.S. LIBOR + 1.050% 3.3977% 7/15/27 (a)(b)(c) 1,525,000 1,524,819 
KKR Finanical CLO Ltd. Series 13 Class A1R, 3 month U.S. LIBOR + 0.800% 3.1477% 1/16/28 (a)(b)(c) 1,620,000 1,621,698 
Madison Park Funding Ltd.:   
Series 2014-14A Class A2R, 3 month U.S. LIBOR + 1.120% 3.4787% 7/20/26(a)(b)(c) 1,055,000 1,055,799 
Series 2015-18A Class A1R, 3 month U.S. LIBOR + 1.190% 3.5516% 10/21/30 (a)(b)(c) 1,165,000 1,167,719 
Magnetite CLO Ltd. Series 2015-16A Class AR, 3 month U.S. LIBOR + 0.800% 2.5778% 1/18/28 (a)(b)(c) 2,045,000 2,045,213 
Mercedes-Benz Auto Lease Trust:   
Series 2017-A Class A2B, 1 month U.S. LIBOR + 0.200% 2.1187% 8/15/19 (a)(b) 5,772,912 5,773,434 
Series 2018-A Class A2, 2.2% 4/15/20 6,800,000 6,782,420 
Mercedes-Benz Master Owner Trust:   
Series 2016-BA Class A, 1 month U.S. LIBOR + 0.700% 2.5969% 5/17/21 (a)(b)(c) 10,000,000 10,050,531 
Series 2017-BA Class A, 1 month U.S. LIBOR + 0.420% 2.3169% 5/16/22 (a)(b)(c) 10,000,000 10,033,526 
MMAF Equipment Finance LLC Series 2017-AA:   
Class A2, 1.73% 5/18/20 (c) 303,259 302,328 
Class A3, 2.04% 2/16/22 (c) 345,000 340,787 
MVW Owner Trust:   
Series 2013-1A Class A, 2.15% 4/22/30 (c) 58,989 57,929 
Series 2014-1A Class A, 2.25% 9/22/31 (c) 195,362 191,412 
Series 2015-1A Class A, 2.52% 12/20/32 (c) 478,290 471,198 
Series 2017-1A:   
Class A, 2.42% 12/20/34 (c) 229,137 223,958 
Class B, 2.75% 12/20/34 (c) 88,130 85,697 
Class C, 2.99% 12/20/34 (c) 211,511 205,356 
Navient Private Education Refi Loan Trust Series 2018-A Class A1, 2.53% 2/18/42 (c) 1,122,933 1,117,160 
Navient Student Loan Trust:   
Series 2016-6A Class A1, 1 month U.S. LIBOR + 0.480% 2.3771% 3/25/66 (a)(b)(c) 1,185,509 1,187,714 
Series 2017-1A Class A1, 1 month U.S. LIBOR + 0.400% 2.3597% 7/26/66 (a)(b)(c) 3,071,336 3,072,949 
Series 2017-3A:   
Class A1, 1 month U.S. LIBOR + 0.300% 2.2597% 7/26/66 (a)(b)(c) 3,675,503 3,678,873 
Class A2, 1 month U.S. LIBOR + 0.600% 2.5597% 7/26/66 (a)(b)(c) 6,820,000 6,872,493 
Series 2017-4A Class A1, 1 month U.S. LIBOR + 0.300% 2.1997% 9/27/66 (a)(b)(c) 3,648,998 3,649,207 
Nelnet Student Loan Trust Series 2005-4 Class A4, 3 month U.S. LIBOR + 0.180% 1.8379% 3/22/32 (a)(b) 955,000 941,951 
Neuberger Berman CLO Ltd. Series 2017-16SA Class A, 3 month U.S. LIBOR + 0.850% 3.1977% 1/15/28 (a)(b)(c) 915,000 913,830 
Neuberger Berman CLO XIX Ltd. Series 2015-19A Class A1R2, 3 month U.S. LIBOR + 0.800% 0% 7/15/27 (a)(b)(c) 1,590,000 1,589,180 
Nissan Auto Lease Trust:   
Series 2016-B Class A4, 1.82% 1/18/22 1,105,000 1,097,709 
Series 2017-B Class A4, 2.17% 12/15/21 250,000 247,232 
Nissan Auto Receivables Owner Trust:   
Series 2016-A Class A3, 1.34% 10/15/20 239,618 238,012 
Series 2017-B Class A2A, 1.56% 5/15/20 6,041,417 6,013,607 
Nissan Auto Receivables Trust Series 2016-C Class A2A, 1.07% 5/15/19 62,527 62,515 
Nissan Master Owner Trust Receivables:   
Series 2016-A:   
Class A1, 1 month U.S. LIBOR + 0.640% 2.5587% 6/15/21 (a)(b) 5,000,000 5,019,001 
Class A2, 1.54% 6/15/21 750,000 740,947 
Series 2017-B Class A, 1 month U.S. LIBOR + 0.430% 2.3487% 4/18/22 (a)(b) 10,700,000 10,740,242 
Series 2017-C Class A, 1 month U.S. LIBOR + 0.320% 2.2387% 10/17/22 (a)(b) 5,000,000 5,002,995 
OCP CLO Ltd. Series 2015-10A Class A1R, 3 month U.S. LIBOR + 0.820% 3.1817% 10/26/27 (a)(b)(c) 1,385,000 1,384,324 
OZLM Ltd. Series 2014-8A Class A1AR, 3 month U.S. LIBOR + 1.130% 3.4828% 10/17/26 (a)(b)(c) 1,195,000 1,194,938 
Santander Drive Auto Receivables Series 2018-1 Class C, 2.96% 3/15/24 250,000 248,102 
Santander Drive Auto Receivables Trust:   
Series 2014-3 Class D, 2.65% 8/17/20 188,639 188,654 
Series 2015-3 Class D, 3.49% 5/17/21 1,045,000 1,051,359 
Series 2015-4 Class D, 3.53% 8/16/21 530,000 533,933 
Series 2015-5:   
Class C, 2.74% 12/15/21 1,411,116 1,411,531 
Class D, 3.84% 12/15/21 745,000 750,541 
Series 2016-1:   
Class B, 2.47% 12/15/20 216,536 216,495 
Class D, 4.02% 4/15/22 410,000 415,663 
Series 2017-1:   
Class B, 2.1% 6/15/21 115,000 114,532 
Class C, 2.58% 5/16/22 140,000 139,356 
Santander Retail Auto Lease Trust:   
Series 2017-A:   
Class A2A, 2.02% 3/20/20 (c) 5,298,000 5,272,216 
Class A3, 2.58% 1/20/21 (c) 390,000 386,110 
Class C, 2.96% 11/21/22 (c) 325,000 320,982 
Series 2018-A Class A2B, 1 month U.S. LIBOR + 0.270% 2.2178% 10/20/20 (a)(b)(c) 5,000,000 5,002,348 
Securitized Term Auto Receivables Trust:   
Series 2017-1A Class A2A, 1.46% 4/25/19 (c) 747,299 746,478 
Series 2017-2A Class A2A, 1.775% 1/27/20 (c) 8,539,921 8,506,378 
Sierra Receivables Funding Co., LLC Series 2016-2A Class A, 2.33% 7/20/33 (c) 176,914 174,758 
Sierra Timeshare Receivables Funding Co. LLC:   
Series 2014-2A Class A, 2.05% 6/20/31 (c) 83,674 83,217 
Series 2014-3A Class A, 2.3% 10/20/31 (c) 120,027 119,231 
Series 2015-1A Class A, 2.4% 3/22/32 (c) 984,743 977,083 
Series 2015-2A Class 2, 2.43% 6/20/32 (c) 225,087 222,935 
Series 2015-3A Class A, 2.58% 9/20/32 (c) 231,968 230,981 
Series 2017-1A Class A, 2.91% 3/20/34 (c) 169,774 168,705 
SLM Student Loan Trust:   
Series 2003-10A Class A3, 3 month U.S. LIBOR + 0.470% 2.5945% 12/15/27 (a)(b)(c) 6,158,468 6,181,914 
Series 2007-5 Class A5, 3 month U.S. LIBOR + 0.080% 2.4395% 1/25/24 (a)(b) 1,195,276 1,195,271 
Series 2007-7 Class A4, 3 month U.S. LIBOR + 0.330% 2.6895% 1/25/22 (a)(b) 811,934 795,581 
Series 2008-1 Class A4, 3 month U.S. LIBOR + 0.650% 3.0095% 1/25/22 (a)(b) 1,835,077 1,827,086 
Series 2008-4 Class A4, 3 month U.S. LIBOR + 1.650% 4.0095% 7/25/22 (a)(b) 537,643 550,226 
Series 2008-5 Class A4, 3 month U.S. LIBOR + 1.700% 4.0595% 7/25/23 (a)(b) 437,528 448,950 
Series 2008-9 Class A, 3 month U.S. LIBOR + 1.500% 3.8595% 4/25/23 (a)(b) 311,641 317,674 
Series 2010-1 Class A, 1 month U.S. LIBOR + 0.400% 2.2971% 3/25/25 (a)(b) 1,145,546 1,129,182 
Smart ABS Trust Series 2016-2U.S. Class A2A, 1.46% 8/14/19 387,998 387,130 
SMART Trust Series 2015-3U.S. Class A3A, 1.66% 8/14/19 209,742 209,528 
SMB Private Education Loan Trust:   
Series 2015-A Class A2B, 1 month U.S. LIBOR + 1.000% 2.8969% 6/15/27 (a)(b)(c) 508,066 512,347 
Series 2016-C Class A2B, 1 month U.S. LIBOR + 1.100% 2.9969% 9/15/34 (a)(b)(c) 1,590,000 1,615,700 
Springleaf Funding Trust Series 2016-AA Class A, 2.9% 11/15/29 (c) 405,000 403,006 
Synchrony Credit Card Master Note Trust:   
Series 2015-1 Class B, 2.64% 3/15/23 550,000 544,750 
Series 2015-4 Class B, 2.62% 9/15/23 435,000 428,561 
Series 2016-1 Class A, 2.04% 3/15/22 1,785,000 1,777,860 
Series 2018-1 Class C, 3.36% 3/15/24 955,000 953,863 
Taco Bell Funding LLC Series 2016-1A Class A2I, 3.832% 5/25/46 (c) 945,600 947,709 
Tesla Auto Lease Trust Series 2018-A Class A, 2.62% 12/20/19 (c) 3,145,923 3,136,211 
Towd Point Mortgage Trust:   
Series 2017-1 Class A1, 2.75% 10/25/56 (a)(c) 923,804 908,291 
Series 2017-4 Class A1, 2.75% 6/25/57 (c) 417,794 410,358 
Series 2017-6 Class A1, 2.75% 10/25/57 (c) 2,223,924 2,176,993 
Series 2018-1 Class A1, 3% 1/25/58 (c) 468,003 462,463 
Series 2018-2 Class A1, 3.25% 3/25/58 (c) 2,195,000 2,187,866 
USAA Auto Owner Trust Series 2017-1 Class A2, 1.66% 2/18/20 4,273,563 4,262,664 
Verizon Owner Trust:   
Series 2016-1A Class A, 1.42% 1/20/21 (c) 7,812,000 7,756,331 
Series 2016-2A:   
Class A, 1.68% 5/20/21 (c) 1,115,000 1,104,047 
Class B, 2.15% 5/20/21 (c) 755,000 744,431 
Class C, 2.36% 5/20/21 (c) 600,000 591,418 
Series 2017-1A:   
Class B, 2.45% 9/20/21 (c) 235,000 232,245 
Class C, 2.65% 9/20/21 (c) 315,000 311,502 
Series 2017-3A:   
Class A1A, 2.06% 4/20/22 (c) 4,320,000 4,255,670 
Class C, 2.53% 4/20/22 (c) 700,000 687,828 
Series 2018-1A:   
Class A1B, 1 month U.S. LIBOR + 0.260% 2.2078% 9/20/22 (a)(b)(c) 5,000,000 4,996,625 
Class C, 3.2% 9/20/22 (c) 970,000 968,379 
Volvo Financial Equipment LLC:   
Series 2016-1A Class A3, 1.67% 2/18/20 (c) 263,561 262,623 
Series 2017-1A Class A2, 1.55% 10/15/19 (c) 5,937,001 5,921,702 
Volvo Financial Equipment Master Owner Trust Series 2017-A Class A, 1 month U.S. LIBOR + 0.500% 2.3969% 11/15/22 (a)(b)(c) 7,047,000 7,069,652 
Wheels SPV LLC 1.88% 4/20/26 (c) 521,107 516,481 
World Omni Auto Receivables Trust:   
Series 2015-B Class A3, 1.49% 12/15/20 396,637 395,271 
Series 2018-A Class A2, 2.19% 5/17/21 10,000,000 9,955,518 
World Omni Automobile Lease Securitization Trust:   
Series 2016-A Class A3, 1.45% 8/15/19 1,070,000 1,065,520 
Series 2018-A Class B, 3.06% 5/15/23 280,000 279,391 
TOTAL ASSET-BACKED SECURITIES   
(Cost $631,123,266)  630,111,577 
Collateralized Mortgage Obligations - 0.5%   
Private Sponsor - 0.2%   
Banc of America Mortgage Securities, Inc.:   
Series 2004-A Class 2A2, 3.8621% 2/25/34 (a) 10,743 10,908 
Series 2004-H Class 2A2, 3.5958% 9/25/34 (a) 43,074 42,644 
COLT Funding LLC sequential payer Series 2018-1:   
Class A1, 2.93% 2/25/48 (c) 386,273 384,159 
Class A3, 3.084% 2/25/48 (c) 137,341 136,859 
Colt Funding LLC sequential payer Series 2018-2:   
Class A1, 3.47% 7/27/48 1,920,000 1,919,977 
Class A2, 3.542% 7/27/48 930,000 929,996 
COLT Mortgage Loan Trust:   
sequential payer Series 2017-2:   
Class A1A, 2.415% 10/25/47 (c) 987,166 971,782 
Class A2A, 2.568% 10/25/47 (c) 417,777 412,431 
Class A3A, 2.773% 10/25/47 (c) 181,935 179,017 
Series 2017-1:   
Class A1, 2.614% 5/27/47 (c) 635,775 618,442 
Class A3, 3.074% 5/27/47 (c) 58,963 57,821 
COMM Mortgage Trust Series 2016-CR28 Class A1, 1.77% 2/10/49 150,826 149,059 
Deephaven Residential Mortgage Trust:   
Series 2017-1A Class A3, 3.485% 12/26/46 (a)(c) 215,789 214,977 
Series 2017-3A:   
Class A1, 2.577% 10/25/47 (a)(c) 938,990 929,705 
Class A2, 2.711% 10/25/47 (a)(c) 78,249 77,395 
Class A3, 2.813% 10/25/47 (a)(c) 74,523 73,644 
Series 2018-1A Class A1, 2.976% 12/25/57 (a)(c) 794,966 790,118 
Series 2018-2A Class A1, 3.479% 4/25/58 (c) 1,195,000 1,195,367 
GMRF Mortgage Acquisition Co., LLC Series 2018-1 Class A33, 3.5% 11/25/57 (c) 859,804 844,388 
GS Mortgage-Backed Securites Trust Series 2014-EB1A Class 2A1, 2.4646% 7/25/44 (a)(c) 123,769 121,157 
Kubota Credit Owner Trust sequential payer Series 2016-1A Class A3, 1.67% 7/15/20 (c) 340,000 337,094 
Metlife Securitization Trust Series 2017-1A Class A, 3% 4/25/55 (c) 580,985 572,935 
Mill City Mortgage Loan Trust:   
Series 2016-1 Class A1, 2.5% 4/25/57 (c) 194,183 190,610 
Series 2017-2 Class A1, 2.75% 7/25/59 (c) 850,607 839,294 
Sequoia Mortgage Trust sequential payer:   
Series 2018-CH1 Class A11, 3.5% 2/25/48 (c) 1,468,251 1,454,932 
Series 2018-CH2 Class A3, 4% 6/25/48 (c) 1,860,000 1,884,317 
Towd Point Mortgage Trust:   
Series 2015-4 Class A1B, 2.75% 4/25/55 (c) 536,760 530,802 
Series 2015-5 Class A1B, 2.75% 5/25/55 (c) 503,819 497,673 
Series 2016-1:   
Class A1B, 2.75% 2/25/55 (c) 279,520 276,249 
Class A3B, 3% 2/25/55 (c) 361,916 356,886 
Series 2016-2 Class A1A, 2.75% 8/25/55 (c) 325,078 319,706 
Series 2016-3 Class A1, 2.25% 4/25/56 (c) 83,984 82,237 
Series 2017-2 Class A1, 2.75% 4/25/57 (a)(c) 1,977,839 1,952,324 
Series 2017-3 Class A1, 2.75% 7/25/57 (a)(c) 1,283,715 1,264,973 
WaMu Mortgage pass-thru certificates Series 2005-AR12 Class 2A1, NULL 3.4521% 9/25/35 (a) 17,693 17,763 
Wells Fargo Mortgage Backed Securities Trust Series 2004-G Class A3, 3.3505% 6/25/34 (a) 21,829 22,061 
TOTAL PRIVATE SPONSOR  20,659,702 
U.S. Government Agency - 0.3%   
Fannie Mae:   
floater Series 2016-85:   
Class FG, 1 month U.S. LIBOR + 0.500% 2.4597% 11/25/46 (a)(b) 1,084,663 1,097,205 
Class FA, 1 month U.S. LIBOR + 0.500% 2.4597% 11/25/46 (a)(b) 1,075,299 1,087,162 
sequential payer Series 2012-114 Class DF, 1 month U.S. LIBOR + 0.400% 2.3597% 8/25/39 (a)(b) 17,775 17,824 
Series 2016-83 Class FA, 1 month U.S. LIBOR + 0.500% 2.4597% 11/25/46 (a)(b) 587,799 594,401 
Series 2017-90 Class KA, 3% 11/25/47 1,276,592 1,266,168 
Series 2018-44 Class PC, 4% 6/25/44 2,070,000 2,108,813 
Fannie Mae Connecticut Avenue Securities floater:   
Series 2016-C01 Class 2M1, 1 month U.S. LIBOR + 2.100% 4.0597% 8/25/28 (a)(b) 161,609 161,981 
Series 2016-C07 Class 2M1, 1 month U.S. LIBOR + 1.300% 3.2597% 5/25/29 (a)(b) 130,983 131,443 
Series 2017-C01 Class 1M1, 1 month U.S. LIBOR + 1.300% 3.2597% 7/25/29 (a)(b) 701,945 707,249 
Series 2017-C02, Class 2M1, 1 month U.S. LIBOR + 1.150% 3.1097% 9/25/29 (a)(b) 1,065,539 1,071,566 
Series 2017-C03 Class 1M1, 1 month U.S. LIBOR + 0.950% 2.9097% 10/25/29 (a)(b) 1,119,412 1,124,891 
Series 2017-C04 Class 2M1, 1 month U.S. LIBOR + 0.850% 2.8097% 11/25/29 (a)(b) 906,345 908,381 
Series 2017-C05 Class 1M1, 1 month U.S. LIBOR + 0.550% 2.5097% 1/25/30 (a)(b) 1,294,307 1,294,757 
Series 2017-C06 Class 1M1, 1 month U.S. LIBOR + 0.750% 2.7097% 2/25/30 (a)(b) 967,533 968,773 
Series 2018-C02 Class 2M1, 1 month U.S. LIBOR + 0.650% 2.6097% 8/25/30 (a)(b) 521,005 520,934 
Series 2018-C03 Class 1M1, 1 month U.S. LIBOR + 0.680% 2.6077% 10/25/30 (a)(b) 1,171,561 1,171,387 
FHLMC Structured Agency Credit Risk Debt Notes:   
floater:   
Series 2015-DNA1 Class M1, 1 month U.S. LIBOR + 0.900% 2.8597% 10/25/27 (a)(b) 4,446 4,447 
Series 2017-DNA2 Class M1, 1 month U.S. LIBOR + 1.200% 3.1597% 10/25/29 (a)(b) 1,407,844 1,422,487 
Series 2017-DNA3 Class M1, 1 month U.S. LIBOR + 0.750% 2.7097% 3/25/30 (a)(b) 851,705 852,628 
Series 2017-HQA1 Class M1, 1 month U.S. LIBOR + 1.200% 3.1597% 8/25/29 (a)(b) 992,910 999,723 
Series 2017-DNA1 Class M1, 1 month U.S. LIBOR + 1.200% 3.1597% 7/25/29 (a)(b) 635,898 641,093 
Series 2017-HQA2 Class M1, 1 month U.S. LIBOR + 0.800% 2.7597% 12/25/29 (a)(b) 341,872 342,545 
Series 2017-HQA3 Class M1, 1 month U.S. LIBOR + 0.550% 2.5097% 4/25/30 (a)(b) 233,076 232,886 
Freddie Mac:   
planned amortization class Series 3713 Class PA, 2% 2/15/40 945,020 924,012 
Series 4448 Class JA, 4% 11/15/36 175,116 178,729 
Freddie Mac Whole Loan Securities Trust:   
Series 2016-SC02 Class M1, 3.6025% 10/25/46 (a) 1,813,649 1,777,639 
Series 2017-SC02 Class M1, 3.8738% 5/25/47 (a)(c) 261,890 258,822 
Series 2017-SPI1 Class M1, 3.9862% 9/25/47 (a)(c) 111,552 111,777 
TOTAL U.S. GOVERNMENT AGENCY  21,979,723 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $42,896,384)  42,639,425 
Commercial Mortgage Securities - 0.6%   
Atrium Hotel Portfolio Trust floater Series 2017-ATRM Class A 1 month U.S. LIBOR + 0.930% 2.8269% 12/15/36 (a)(b)(c) 1,395,000 1,397,154 
BAMLL Commercial Mortgage Securities Trust Series 2014-IP Class A, 2.8076% 6/15/28 (a)(c) 1,070,000 1,068,961 
BX Trust Series 2017-IMC:   
Class A, 1 month U.S. LIBOR + 1.050% 2.9687% 10/15/32 (a)(b)(c) 3,054,000 3,057,753 
Class B, 1 month U.S. LIBOR + 1.400% 3.3187% 10/15/32 (a)(b)(c) 1,475,000 1,478,066 
CGDBB Commercial Mortgage Trust floater Series 2017-BIOC Class A, 1 month U.S. LIBOR + 0.790% 2.6869% 7/15/32 (a)(b)(c) 3,084,000 3,086,892 
Citigroup Commercial Mortgage Trust:   
floater Series 2017-1500 Class A, 1 month U.S. LIBOR + 0.850% 2.7469% 7/15/32 (a)(b)(c) 2,938,000 2,964,719 
Series 2014-GC21 Class A1, 1.242% 5/10/47 149,997 149,227 
Series 2014-GC25 Class A1, 1.485% 10/10/47 35,323 35,183 
Series 2015-GC27 Class A1, 1.353% 2/10/48 182,102 181,049 
Series 2015-GC31 Class A1, 1.637% 6/10/48 596,937 590,463 
Series 2015-GC33 Class A1, 1.643% 9/10/58 219,454 216,626 
Series 2015-P1 Class A1, 1.648% 9/15/48 211,015 208,941 
CLNS Trust floater Series 2017-IKPR:   
Class A, 1 month U.S. LIBOR + 0.800% 2.6971% 6/11/32 (a)(b)(c) 515,000 515,162 
Class B, 1 month U.S. LIBOR + 1.000% 2.8971% 6/11/32 (a)(b)(c) 760,000 760,478 
COMM Mortgage Trust:   
Series 2014-CR21 Class A1, 1.494% 12/10/47 70,829 70,347 
Series 2014-LC15 Class A1, 1.259% 4/10/47 162,046 161,351 
Series 2014-LC17 Class A1, 1.381% 10/10/47 89,758 89,448 
Series 2014-UBS2 Class A1, 1.298% 3/10/47 106,440 106,046 
Series 2014-UBS4 Class A1, 1.309% 8/10/47 44,277 44,124 
Series 2015-CCRE26 Class A1, 1.604% 10/10/48 295,210 291,937 
Series 2015-CR22 Class A1, 1.569% 3/10/48 92,120 91,587 
Series 2015-LC23 Class A2, 3.221% 10/10/48 1,400,000 1,407,783 
Series 2015-PC1 Class A1, 1.667% 7/10/50 625,388 622,119 
COMM Mortgage Trust pass-thru certificates Series 2014-TWC Class A, 1 month U.S. LIBOR + 0.850% 2.7452% 2/13/32 (a)(b)(c) 400,000 399,623 
CSAIL Commercial Mortgage Trust:   
Series 2015-C1 Class A1, 1.684% 4/15/50 124,841 123,904 
Series 2015-C2 Class A1, 1.4544% 6/15/57 612,058 607,693 
Series 2015-C3 Class A1, 1.7167% 8/15/48 413,421 408,883 
Series 2015-C4 Class A1, 2.0102% 11/15/48 498,006 493,248 
Series 2016-C5 Class A1, 1.7466% 11/15/48 (a) 119,808 118,340 
CSMC Trust Series 2017-CHOP Class A, 1 month U.S. LIBOR + 0.750% 2.6469% 7/15/32 (a)(b)(c) 4,189,000 4,191,626 
GAHR Commercial Mortgage Trust floater Series 2015-NRF Class AFL1, 1 month U.S. LIBOR + 1.300% 3.327% 12/15/34 (a)(b)(c) 806,372 806,372 
Great Wolf Trust floater Series 2017-WOLF:   
Class A, 1 month U.S. LIBOR + 0.850% 2.8969% 9/15/34 (a)(b)(c) 670,000 670,838 
Class C, 1 month U.S. LIBOR + 1.320% 3.3669% 9/15/34 (a)(b)(c) 965,000 967,486 
GS Mortgage Securities Trust:   
Series 2014-GC22 Class A1, 1.29% 6/10/47 116,233 115,564 
Series 2014-GC24 Class A1, 1.509% 9/10/47 235,038 233,540 
Series 2015-GC28 Class A1, 1.528% 2/10/48 473,249 469,188 
Series 2015-GC32 Class A1, 1.593% 7/10/48 207,794 205,680 
Series 2016-GS3 Class A1, 1.429% 10/10/49 150,574 147,286 
Halcyon Loan Advisors Funding LLC Series 2017-3A Class B1R, 3 month U.S. LIBOR + 1.700% 4.0616% 10/22/25 (a)(b)(c) 745,000 745,040 
Hospitality Mortgage Trust floater Series 2017-HIT Class A, 1 month U.S. LIBOR + 0.850% 2.7452% 5/8/30 (a)(b)(c) 890,000 891,105 
Intown Hotel Portfolio Trust Series 2018-STAY:   
Class A, 1 month U.S. LIBOR + 0.700% 2.5969% 1/15/33 (a)(b)(c) 245,000 244,998 
Class C, 1 month U.S. LIBOR + 1.250% 3.1469% 1/15/33 (a)(b)(c) 205,000 205,259 
JP Morgan Chase Commercial Mortgage Securities Trust Series 2015-JP1 Class A1, 1.949% 1/15/49 408,241 404,093 
JPMBB Commercial Mortgage Securities Trust:   
Series 2014-C23 Class A1, 1.6502% 9/15/47 30,319 30,256 
Series 2014-C26 Class A1, 1.5962% 1/15/48 413,424 411,540 
Series 2015-C27 Class A1, 1.4137% 2/15/48 324,134 321,587 
Series 2015-C28 Class A1, 1.4451% 10/15/48 265,561 264,480 
JPMCC Commercial Mortgage Securities Trust Series 2016-JP3 Class A1, 1.4615% 8/15/49 440,501 430,732 
JPMorgan Chase Commercial Mortgage Securities Trust:   
Series 2014-C20 Class A1, 1.2682% 7/15/47 64,675 64,456 
Series 2016-WP Class TA, 1 month U.S. LIBOR + 1.450% 3.3469% 10/15/33 (a)(b)(c) 1,293,000 1,296,237 
Lone Star Portfolio Trust floater Series 2015-LSP Class A1A2, 1 month U.S. LIBOR + 1.800% 3.6969% 9/15/28 (a)(b)(c) 763,831 766,000 
Morgan Stanley BAML Trust:   
sequential payer Series 2014-C18 Class A1, 1.686% 10/15/47 46,826 46,732 
Series 2014-C16 Class A1, 1.294% 6/15/47 42,292 42,151 
Series 2014-C17 Class A1, 1.551% 8/15/47 36,734 36,670 
Series 2014-C19 Class A1, 1.573% 12/15/47 360,320 358,001 
Series 2015-C24 Class A1, 1.706% 5/15/48 373,816 369,073 
Series 2016-C30 Class A1, 1.389% 9/15/49 252,824 246,573 
Morgan Stanley Capital I Trust:   
Series 2015-MS1 Class A1, 1.638% 5/15/48 398,992 394,350 
Series 2017-CLS:   
Class B, 1 month U.S. LIBOR + 0.850% 2.7687% 11/15/34 (a)(b)(c) 755,000 755,468 
Class C, 1 month U.S. LIBOR + 1.000% 2.9187% 11/15/34 (a)(b)(c) 605,000 605,793 
RETL floater Series 2018-RVP Class A, 1 month U.S. LIBOR + 1.100% 2.9969% 3/15/33 (a)(b)(c) 4,052,114 4,071,800 
SBA Tower Trust 3.168% 4/9/47 (c) 915,000 905,122 
SCG Trust Series 2013-SRP1 Class A, 1 month U.S. LIBOR + 1.400% 3.5469% 11/15/26 (a)(b)(c) 1,494,000 1,494,000 
Verus Securitization Trust Series 2018-1 Class A1, 2.929% 2/25/48 (a)(c) 370,961 368,676 
Waldorf Astoria Boca Raton Trust floater Series 2016-BOCA Class A, 1 month U.S. LIBOR + 1.500% 3.2687% 6/15/29 (a)(b)(c) 1,833,000 1,835,337 
Wells Fargo Commercial Mortgage Trust:   
Series 2014-LC18 Class A1, 1.437% 12/15/47 495,704 491,414 
Series 2015-C26 Class A1, 1.454% 2/15/48 260,857 258,307 
Series 2015-C28 Class A1, 1.531% 5/15/48 166,499 165,488 
Series 2015-C31 Class A1, 1.679% 11/15/48 544,411 538,093 
Series 2015-LC20 Class A1, 1.471% 4/15/50 476,527 472,197 
Series 2015-NXS2 Class A2, 3.02% 7/15/58 1,180,000 1,182,039 
Series 2015-SG1 Class A1, 1.568% 9/15/48 242,911 241,111 
Series 2016-C32 Class A1, 1.577% 1/15/59 338,703 334,005 
Series 2016-LC24 Class A1, 1.441% 10/15/49 231,523 227,796 
WF-RBS Commercial Mortgage Trust:   
Series 2013-C17 Class A1, 1.154% 12/15/46 19,544 19,512 
Series 2014-C22 Class A1, 1.479% 9/15/57 148,322 147,519 
Series 2014-C23 Class A1, 1.663% 10/15/57 92,744 92,224 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $50,460,175)  50,329,921 
Municipal Securities - 0.0%   
Florida State Board Administration Fin. Corp. Series 2016 A, 2.163% 7/1/19   
(Cost $1,085,000) 1,085,000 1,081,506 
Bank Notes - 0.1%   
Capital One NA 1.85% 9/13/19 1,525,000 1,503,628 
Citibank NA 2.125% 10/20/20 1,255,000 1,225,664 
Citizens Bank NA 2.3% 12/3/18 335,000 334,425 
PNC Bank NA 2.45% 11/5/20 870,000 856,990 
RBS Citizens NA 2.5% 3/14/19 1,200,000 1,197,866 
Regions Financial Corp. 2.25% 9/14/18 785,000 784,165 
SunTrust Bank 2.59% 1/29/21 (a) 1,540,000 1,528,844 
Svenska Handelsbanken AB 3.35% 5/24/21 1,105,000 1,109,555 
TOTAL BANK NOTES   
(Cost $8,621,098)  8,541,137 
Certificates of Deposit - 0.0%   
Intesa Sanpaolo SpA yankee 2.1% 9/27/18   
(Cost $1,550,000) 1,550,000 1,547,651 
Commercial Paper - 0.7%   
Bell Canada yankee 2.62% 7/5/18 20,000,000 19,957,708 
Catholic Health Initiatives 2.8% 7/13/18 20,720,000 20,671,369 
Credit Suisse AG yankee 2.35% 7/3/18 10,000,000 9,982,748 
Sempra Global 2.4% 8/20/18 10,000,000 9,942,783 
Syngenta Wilmington, Inc. 0% 8/15/18 2,385,000 2,372,332 
TOTAL COMMERCIAL PAPER   
(Cost $62,897,456)  62,926,940 
 Shares Value 
Fixed-Income Funds - 4.0%   
Bank Loan Funds - 4.0%   
Fidelity Floating Rate High Income Fund (f)   
(Cost $358,178,634) 36,726,678 353,310,639 
Short-Term Funds - 60.8%   
Short-Term Funds - 60.8%   
BlackRock Low Duration Bond Portfolio Investor A Shares 54,154,454 514,467,314 
Delaware Limited-Term Diversified Income Fund - Class A 13,960,610 116,012,667 
Fidelity Conservative Income Bond Fund Institutional Class (f) 117,438,440 1,179,081,935 
Fidelity Short-Term Bond Fund (f) 71,441,450 608,681,152 
Janus Henderson Short-Term Bond Fund T Shares 42,863,770 127,734,036 
JPMorgan Short Duration Bond Fund Class A 7,403,513 78,995,479 
Metropolitan West Low Duration Bond Fund - Class M 52,561,175 453,602,940 
PIMCO Enhanced Low Duration Active ETF (g) 149,760 14,958,942 
PIMCO Enhanced Short Maturity Active ETF (g) 2,974,445 302,322,590 
PIMCO Short-Term Fund - Administrator Class 182,969,934 1,805,913,227 
Prudential Short-Term Corporate Bond Fund, Inc. Class A 16,077,525 173,315,716 
TOTAL SHORT-TERM FUNDS   
(Cost $5,383,964,468)  5,375,085,998 
Money Market Funds - 5.3%   
Fidelity Cash Central Fund, 1.76% (h) 6,307,435 6,308,696 
Fidelity Investments Money Market Government Portfolio Institutional Class 1.68% (f)(i) 216,550,243 216,550,243 
Fidelity Investments Money Market Prime Reserves Portfolio - Institutional Class 1.93%(f)(i) 228,732,870 228,801,490 
Fidelity Securities Lending Cash Central Fund 1.76%(h)(j) 16,358,610 16,360,246 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.67%(i) 137,074 137,074 
TOTAL MONEY MARKET FUNDS   
(Cost $468,134,860)  468,157,749 
TOTAL INVESTMENT IN SECURITIES - 100.1%   
(Cost $8,864,944,817)  8,848,564,391 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  (7,371,244) 
NET ASSETS - 100%  $8,841,193,147 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Treasury Contracts      
CBOT 10-Year U.S. Treasury Note Contracts (United States) Sept. 2018 $361,313 $2,668 $2,668 
CBOT 2-Year U.S. Treasury Note Contracts (United States) 412 Sept. 2018 87,440,563 218,289 218,289 
CBOT 5-Year U.S. Treasury Note Contracts (United States) 70 Sept. 2018 7,972,344 42,737 42,737 
TOTAL FUTURES CONTRACTS     $263,694 

The notional amount of futures purchased as a percentage of Net Assets is 1.1%

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) Coupon is indexed to a floating interest rate which may be multiplied by a specified factor and/or subject to caps or floors.

 (c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $703,700,042 or 8.0% 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 $230,006.

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

 (f) Affiliated Fund

 (g) Security or a portion of the security is on loan at period end.

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

 (j) Investment made with cash collateral received from securities on loan.


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 $578,386 
Fidelity Securities Lending Cash Central Fund 17,257 
Total $595,643 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Conservative Income Bond Fund Institutional Class $961,137,099 $428,312,784 $210,379,231 $20,637,298 $6,938 $4,345 $1,179,081,935 
Fidelity Floating Rate High Income Fund 319,752,512 35,306,111 -- 13,954,029 -- (1,747,984) 353,310,639 
Fidelity Investments Money Market Government Portfolio Institutional Class 1.68% 760,371,043 187,928,500 731,749,300 5,650,397 -- -- 216,550,243 
Fidelity Investments Money Market Prime Reserves Portfolio - Institutional Class 1.93% 225,552,835 3,225,766 -- 3,597,958 -- 22,889 228,801,490 
Fidelity Short-Term Bond Fund 817,739,827 10,524,018 210,149,886 10,610,238 (1,904,676) (7,528,131) 608,681,152 
Total $3,084,553,316 $665,297,179 $1,152,278,417 $54,449,920 $(1,897,738) $(9,248,881) $2,586,425,459 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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 $1,713,660,853 $-- $1,713,660,853 $-- 
U.S. Government and Government Agency Obligations 115,549,517 -- 115,549,517 -- 
U.S. Government Agency - Mortgage Securities 25,621,478 -- 25,621,478 -- 
Asset-Backed Securities 630,111,577 -- 630,111,577 -- 
Collateralized Mortgage Obligations 42,639,425 -- 42,639,425 -- 
Commercial Mortgage Securities 50,329,921 -- 50,329,921 -- 
Municipal Securities 1,081,506 -- 1,081,506 -- 
Bank Notes 8,541,137 -- 8,541,137 -- 
Certificates of Deposit 1,547,651 -- 1,547,651 -- 
Commercial Paper 62,926,940 -- 62,926,940 -- 
Fixed-Income Funds 353,310,639 353,310,639 -- -- 
Short-Term Funds 5,375,085,998 5,375,085,998 -- -- 
Money Market Funds 468,157,749 468,157,749 -- -- 
Total Investments in Securities: $8,848,564,391 $6,196,554,386 $2,652,010,005 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $263,694 $263,694 $-- $-- 
Total Assets $263,694 $263,694 $-- $-- 
Total Derivative Instruments: $263,694 $263,694 $-- $-- 

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, 2018. 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) $263,694 $0 
Total Interest Rate Risk 263,694 
Total Value of Derivatives $263,694 $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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value (including securities loaned of $16,036,952) — See accompanying schedule:
Unaffiliated issuers (cost $6,250,829,154) 
$6,239,469,990  
Fidelity Central Funds (cost $22,668,942) 22,668,942  
Other affiliated issuers (cost $2,591,446,721) 2,586,425,459  
Total Investment in Securities (cost $8,864,944,817)  $8,848,564,391 
Cash  2,117,565 
Receivable for investments sold  3,914,554 
Receivable for fund shares sold  5,802,388 
Dividends receivable  5,461,819 
Interest receivable  8,802,946 
Distributions receivable from Fidelity Central Funds  54,946 
Prepaid expenses  48,272 
Other receivables  152,152 
Total assets  8,874,919,033 
Liabilities   
Payable for investments purchased   
Regular delivery $5,707,067  
Delayed delivery 645,000  
Payable for fund shares redeemed 7,812,676  
Distributions payable 1,892,055  
Accrued management fee 244,039  
Payable for daily variation margin on futures contracts 10,159  
Other affiliated payables 508,594  
Other payables and accrued expenses 548,796  
Collateral on securities loaned 16,357,500  
Total liabilities  33,725,886 
Net Assets  $8,841,193,147 
Net Assets consist of:   
Paid in capital  $8,879,804,826 
Undistributed net investment income  11,143,546 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (33,638,493) 
Net unrealized appreciation (depreciation) on investments  (16,116,732) 
Net Assets, for 881,868,558 shares outstanding  $8,841,193,147 
Net Asset Value, offering price and redemption price per share ($8,841,193,147 ÷ 881,868,558 shares)  $10.03 

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


Statement of Operations

  Year ended May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $63,773,287 
Affiliated issuers  54,315,054 
Interest  53,479,254 
Income from Fidelity Central Funds  595,643 
Total income  172,163,238 
Expenses   
Management fee $27,323,304  
Transfer agent fees 4,538,605  
Accounting and security lending fees 1,366,684  
Custodian fees and expenses 67,329  
Independent trustees' fees and expenses 123,161  
Registration fees 346,529  
Audit 65,986  
Legal 46,412  
Interest 267  
Miscellaneous 89,705  
Total expenses before reductions 33,967,982  
Expense reductions (24,383,179)  
Total expenses after reductions  9,584,803 
Net investment income (loss)  162,578,435 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (13,522,365)  
Fidelity Central Funds 2,731  
Other affiliated issuers (1,897,738)  
Foreign currency transactions 25,393  
Futures contracts (1,150,212)  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 102,655  
Affiliated issuers 134,866  
Total net realized gain (loss)  (16,304,670) 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (11,235,916)  
Affiliated issuers (9,248,881)  
Futures contracts 249,591  
Total change in net unrealized appreciation (depreciation)  (20,235,206) 
Net gain (loss)  (36,539,876) 
Net increase (decrease) in net assets resulting from operations  $126,038,559 

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


Statement of Changes in Net Assets

 Year ended May 31, 2018 Year ended May 31, 2017 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $162,578,435 $113,105,099 
Net realized gain (loss) (16,304,670) (1,566,770) 
Change in net unrealized appreciation (depreciation) (20,235,206) 28,529,025 
Net increase (decrease) in net assets resulting from operations 126,038,559 140,067,354 
Distributions to shareholders from net investment income (154,361,140) (106,812,751) 
Share transactions   
Proceeds from sales of shares 2,773,274,712 5,170,553,145 
Reinvestment of distributions 129,216,516 100,841,024 
Cost of shares redeemed (3,953,912,621) (1,977,465,881) 
Net increase (decrease) in net assets resulting from share transactions (1,051,421,393) 3,293,928,288 
Total increase (decrease) in net assets (1,079,743,974) 3,327,182,891 
Net Assets   
Beginning of period 9,920,937,121 6,593,754,230 
End of period $8,841,193,147 $9,920,937,121 
Other Information   
Undistributed net investment income end of period $11,143,546 $3,075,139 
Shares   
Sold 276,147,746 515,147,452 
Issued in reinvestment of distributions 12,870,517 10,048,630 
Redeemed (393,872,603) (197,070,314) 
Net increase (decrease) (104,854,340) 328,125,768 

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


Financial Highlights

Strategic Advisers Short Duration Fund

      
Years ended May 31, 2018 2017 2016 2015 2014 
Selected Per–Share Data      
Net asset value, beginning of period $10.05 $10.01 $10.07 $10.10 $10.09 
Income from Investment Operations      
Net investment income (loss)A .168 .136 .115 .095 .077 
Net realized and unrealized gain (loss) (.028) .033 (.051) (.028) .020 
Total from investment operations .140 .169 .064 .067 .097 
Distributions from net investment income (.160) (.129) (.118) (.093) (.079) 
Distributions from net realized gain – – (.006) (.004) (.008) 
Total distributions (.160) (.129) (.124) (.097) (.087) 
Net asset value, end of period $10.03 $10.05 $10.01 $10.07 $10.10 
Total ReturnB 1.40% 1.69% .64% .66% .96% 
Ratios to Average Net AssetsC,D      
Expenses before reductions .35% .36% .36% .35% .36% 
Expenses net of fee waivers, if any .10% .10% .11% .10% .11% 
Expenses net of all reductions .10% .10% .11% .10% .11% 
Net investment income (loss) 1.67% 1.36% 1.15% .94% .76% 
Supplemental Data      
Net assets, end of period (000 omitted) $8,841,193 $9,920,937 $6,593,754 $7,262,264 $5,869,152 
Portfolio turnover rateE 25% 26% 33% 16% 31% 

 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, 2018

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 certain clients of Strategic Advisers LLC (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, commercial paper, and certificates of deposit are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations, commercial mortgage securities, and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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, 2018 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from 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. 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), certain independent Trustees have elected 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, 2018, 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 daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, futures contracts, market discount, foreign currency transactions, deferred trustees compensation, capital loss carryforwards, and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $24,667,513 
Gross unrealized depreciation (42,479,402) 
Net unrealized appreciation (depreciation) $(17,811,889) 
Tax Cost $8,866,376,280 

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

Undistributed ordinary income $10,564,703 
Capital loss carryforward $(31,212,340) 
Net unrealized appreciation (depreciation) on securities and other investments $(17,811,889) 

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 $(3,364,996) 
Long-term (27,847,344) 
Total capital loss carryforward $(31,212,340) 

The tax character of distributions paid was as follows:

 May 31, 2018 May 31, 2017 
Ordinary Income $154,361,140 $106,812,751 

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, 2018. 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:

Interest Rate Risk Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates. 

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 bond market and fluctuations in interest rates.

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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.

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 $2,255,375,099 and $3,073,717,457, 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.

During June 2018, the Board approved that effective July 1, 2018 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

Accounting and Security Lending 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. For the period, the fees were equivalent to an annual rate of .01%.

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 $48 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 Money Market Central Funds 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 $25,228 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 $17,257.

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 $6,810,000. The weighted average interest rate was 1.41%. The interest expense amounted to $267 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, 2020. During the period, this waiver reduced the Fund's management fee by $24,328,855.

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 $48,592.

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 $235 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 $5,497.

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 12% and 11% of the total outstanding shares of Fidelity Conservative Income Bond Fund and Fidelity Short-Term Bond Fund, respectively.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Short Duration Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, the related statement of operations for the year ended May 31, 2018, the statement of changes in net assets for each of the two years in the period ended May 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended May 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, 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 ended May 31, 2018 and the financial highlights for each of the five years in the period ended May 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 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, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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, 2017 to May 31, 2018).

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, 2017 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period-B
December 1, 2017
to May 31, 2018 
Actual .10% $1,000.00 $1,006.70 $.50-C 
Hypothetical-D  $1,000.00 $1,024.43 $.50-C 

 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 If fees and changes to the Fund's expense contract and/ or expense cap, effective July 1, 2018, had been in effect during the current period, the restated annualized expense ratio would have been .05% and the expenses paid in the actual and hypothetical examples above would have been $.25 and $.25, respectively.

 D 5% return per year before expenses


Distributions (Unaudited)

A total of 1.12% 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 2019 of amounts for use in preparing 2018 income tax returns.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

ASD-ANN-0718
1.934458.106


Strategic Advisers® Tax-Sensitive Short Duration Fund

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



Annual Report

May 31, 2018




Fidelity Investments


Contents

Investment Summary

Schedule of 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


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. © 2018 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2018

(excluding cash equivalents) % of fund's net assets 
Port Arthur Navigation Dist. Environmental Facilities Rev. 1.6 
Texas General Obligation 1.1 
Illinois Gen. Oblig. 1.1 
Saint James Parish Gen. Oblig. 1.1 
New York City Gen. Oblig. 1.1 
New York Metropolitan Transportation Authority Rev. 1.0 
Connecticut Gen. Oblig. 1.0 
Suffolk County Gen. Oblig. 1.0 
Illinois Finance Authority Rev. 0.8 
Connecticut Health & Educational Facilities Authority Rev 0.7 

Top Five Sectors as of May 31, 2018

 % of fund's net assets 
General Obligations 24.1 
Health Care 8.5 
Other 8.1 
Transportation 7.3 
Synthetics 7.1 

Quality Diversification (% of fund's net assets)

As of May 31, 2018 
   AAA,AA,A 36.1% 
   BBB 5.2% 
   BB 0.2% 
   Not Rated 5.9% 
   Equities 0.7% 
   Short-Term Investments and Net Other Assets 51.9% 


We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Municipal Bonds 47.4% 
   Investment Companies 0.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 51.9% 


Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Municipal Bonds - 47.4%   
 Principal Amount Value 
Alabama - 0.6%   
Alabama Hsg. Fin. Auth. Multi-family Hsg. Rev. Bonds:   
(Dauphin Gate Apts. Proj.) Series 2017 B, 1.35%, tender 10/1/18 (a) $325,000 $324,724 
Series 2016 B, 1.5%, tender 6/1/18 (a) 2,180,000 2,180,000 
Black Belt Energy Gas District Ala Bonds Series 2016 A, 4%, tender 6/1/21 (a) 3,035,000 3,188,723 
Chatom Ind. Dev. Board Gulf Opportunity Zone Rev. (Alabama Elec. Coop., Inc. Proj.) Series 2007 A, 1.55%, tender 8/1/18 (a) 1,625,000 1,624,513 
Health Care Auth. for Baptist Health Series 2006 B, 1.75%, tender 11/15/37 (a) 1,100,000 1,100,000 
Jefferson County Gen. Oblig.:   
Series 2013 A, 4.9% 4/1/21 2,270,000 2,337,578 
Series 2018 A, 4% 4/1/19 3,500,000 3,561,845 
Mobile County Board of School Commissioners:   
Series 2016 A:   
3% 3/1/19 140,000 141,075 
5% 3/1/22 15,000 16,353 
5% 3/1/23 20,000 22,203 
5% 3/1/24 25,000 28,152 
5% 3/1/25 25,000 28,472 
Series 2016 B:   
5% 3/1/19 230,000 235,134 
5% 3/1/22 20,000 21,805 
5% 3/1/24 20,000 22,521 
Mobile Indl. Dev. Board Poll. Cont. Rev. Bonds:   
(Alabama Pwr. Co. Barry Plant Proj.) Series 2008, 1.625%, tender 10/2/18 (a) 3,660,000 3,656,999 
Series 2009 E, 1.85%, tender 3/24/20 (a) 640,000 634,477 
Montgomery Med. Clinic Facilities Series 2015:   
5% 3/1/20 65,000 67,727 
5% 3/1/21 10,000 10,636 
5% 3/1/22 70,000 75,821 
5% 3/1/25 35,000 39,242 
TOTAL ALABAMA  19,318,000 
Alaska - 0.0%   
Anchorage Gen. Oblig.:   
Series A:   
5% 9/1/20 25,000 26,727 
5% 9/1/22 25,000 27,959 
Series B:   
5% 9/1/18 80,000 80,670 
5% 9/1/20 45,000 48,108 
5% 9/1/22 30,000 33,551 
Series C:   
5% 9/1/18 20,000 20,168 
5% 9/1/19 45,000 46,827 
5% 9/1/20 30,000 32,072 
5% 9/1/22 20,000 22,367 
Series D:   
5% 9/1/19 85,000 88,451 
5% 9/1/20 45,000 48,108 
North Slope Borough Gen. Oblig. Series 2017 A, 5% 6/30/21 230,000 244,175 
North Slope Borough Svc. 10 W&W Series 2014, 4% 6/30/18 (Escrowed to Maturity) 245,000 245,441 
TOTAL ALASKA  964,624 
Arizona - 1.5%   
Arizona Board of Regents Arizona State Univ. Rev. Series 2016 A, 5% 7/1/19 130,000 134,577 
Arizona Health Facilities Auth. Rev. (Scottsdale Lincoln Hospitals Proj.) Series 2014 A:   
5% 12/1/18 10,000 10,157 
5% 12/1/19 15,000 15,676 
5% 12/1/20 20,000 21,416 
5% 12/1/21 25,000 27,340 
5% 12/1/22 15,000 16,726 
5% 12/1/23 20,000 22,639 
5% 12/1/24 35,000 40,100 
Arizona School Facilities Board Ctfs. of Prtn. Series 2015 A, 5% 9/1/19 355,000 369,147 
Arizona School Facilities Board Rev. Series 2007, 5% 7/1/18 (AMBAC Insured) 2,000,000 2,004,740 
Arizona Wtr. Infrastructure Fin. Auth. Rev. Series 2009 A:   
5% 10/1/18 (Escrowed to Maturity) 20,000 20,222 
5% 10/1/20 (Pre-Refunded to 10/1/19 @ 100) 115,000 119,886 
Coconino County Poll. Cont. Corp. Rev. Bonds (Nevada Pwr. Co. Projs.):   
Series 2017 A, 1.8%, tender 5/21/20 (a)(b) 2,175,000 2,154,229 
Series 2017 B, 1.6%, tender 5/21/20 (a) 280,000 276,788 
Glendale Gen. Oblig.:   
Series 2010, 5% 7/1/20 3,585,000 3,807,772 
Series 2015:   
4% 7/1/18 (FSA Insured) 95,000 95,181 
4% 7/1/19 (FSA Insured) 15,000 15,371 
5% 7/1/22 (FSA Insured) 20,000 22,254 
Series 2017:   
5% 7/1/21 65,000 70,685 
5% 7/1/22 75,000 83,296 
Glendale Trans. Excise Tax Rev.:   
5% 7/1/21 (FSA Insured) 15,000 16,321 
5% 7/1/22 (FSA Insured) 25,000 27,765 
5% 7/1/23 (FSA Insured) 30,000 33,997 
Maricopa County Indl. Dev. Auth. Rev.:   
Bonds Series B, 5%, tender 10/18/22 (a) 1,090,000 1,215,568 
Series 2016 A:   
5% 1/1/20 815,000 853,615 
5% 1/1/25 105,000 121,719 
5% 1/1/26 235,000 275,488 
Maricopa County Mesa Unified School District # 4 Series 2016, 4% 7/1/18 30,000 30,057 
Maricopa County School District #28 Kyrene Elementary Series 2010 B:   
4% 7/1/19 20,000 20,486 
4% 7/1/20 30,000 31,319 
Maricopa County Unified School District #41 Gilbert Series 2016, 3% 7/1/19 840,000 851,038 
Phoenix Ariz Ind. Dev. Auth. Rev. Series 2015A, 3% 7/1/20 (c) 630,000 623,864 
Phoenix Civic Impt. Board Arpt. Rev. Series 2013:   
5% 7/1/20 (b) 3,000,000 3,180,720 
5% 7/1/21 (b) 2,750,000 2,981,110 
Phoenix Indl. Solid Waste Disp. Rev. Bonds (Republic Svc., Inc. Proj.) Series 2013, 2.05%, tender 8/1/18 (a)(b) 10,650,000 10,651,811 
Pima County Indl. Dev. Auth. E Series 2013 Q, 4% 7/1/19 265,000 269,611 
Pima County Ctfs. of Prtn. Series 2014:   
5% 12/1/21 50,000 54,840 
5% 12/1/22 55,000 61,602 
5% 12/1/23 75,000 85,433 
Pima County Swr. Sys. Rev.:   
Series 2011 B, 5% 7/1/19 70,000 72,449 
Series 2012 A:   
5% 7/1/18 20,000 20,053 
5% 7/1/19 35,000 36,225 
Pinal County Unified School District #1 Florence Series 2006 C, 5.25% 7/1/28 (Pre-Refunded to 7/1/18 @ 100) 435,000 436,205 
Scottsdale Indl. Dev. Auth. Hosp. Rev. Series 2006 F, 1.73%, tender 9/1/45 (FSA Insured) (a) 14,725,000 14,725,000 
Univ. Med. Ctr. Corp. Hosp. Rev. Series 2009:   
6% 7/1/24 (Pre-Refunded to 7/1/19 @ 100) 1,200,000 1,253,400 
6.5% 7/1/39 (Pre-Refunded to 7/1/19 @ 100) 400,000 419,700 
TOTAL ARIZONA  47,677,598 
Arkansas - 0.1%   
Arkansas Dev. Fin. Auth. Multi-family Hsg. Rev. Bonds (Pine Bluff RAD Conversion Proj.) Series 2017, 1.69%, tender 11/1/21 2,070,000 2,059,981 
Little Rock School District Series 2017, 3% 2/1/21 1,470,000 1,502,090 
TOTAL ARKANSAS  3,562,071 
California - 3.0%   
Alameda Corridor Trans. Auth. Rev.:   
Series 2004:   
0% 10/1/19 5,000 4,827 
0% 10/1/19 (Escrowed to Maturity) 75,000 73,433 
Series 2013 A, 5% 10/1/22 50,000 56,428 
Bay Area Toll Auth. San Francisco Bay Toll Bridge Rev. Bonds:   
Series A, 2.95%, tender 4/1/26 (a) 115,000 118,442 
Series B, 2.85%, tender 4/1/25 (a) 95,000 97,493 
Series C, 2.1%, tender 4/1/22 (a) 1,085,000 1,087,767 
1.875%, tender 4/1/19 (a) 1,220,000 1,221,147 
California Gen. Oblig.:   
Bonds:   
Series 2012 A, 1.31%, tender 5/1/21 (a) 5,995,000 5,995,000 
Series 2013 D, 1.35%, tender 12/1/20 (a) 4,690,000 4,691,782 
Series 2013, 1.44%, tender 12/1/22 (a) 3,270,000 3,278,567 
3%, tender 12/1/19 (a) 340,000 344,192 
5.25% 9/1/22 35,000 39,878 
California Health Facilities Fing. Auth. Bonds Series 2016 C, 1%, tender 8/15/19 (a) 2,520,000 2,492,683 
California Health Facilities Fing. Auth. Rev. Series 1988, 2.415%, tender 6/18/18 (a) 200,000 199,840 
California Infrastructure and Econ. Dev. Bank Rev. Bonds:   
Series 2011 A-2, 2.021%, tender 4/1/20 (a) 7,150,000 7,159,867 
Series 2012 B, 1 month U.S. LIBOR + 0.200% 1.535%, tender 4/1/21 (a)(d) 5,000,000 4,982,800 
California Muni. Fin. Auth. Rev. Series 2016, 2.8% 9/15/18 1,310,000 1,310,341 
California Poll. Cont. Fing. Auth. Solid Waste Disp. Rev. Bonds (Republic Svcs., Inc. Proj.) Series 2010 A, 2.05%, tender 8/1/18 (a)(b)(c) 5,400,000 5,400,918 
California Pub. Works Board Lease Rev.:   
(Dept. of Corrections & Rehab. Proj.) Series 2011 C, 5% 10/1/18 40,000 40,464 
(Dept. of Corrections State Prison Proj.) Series A, 5% 12/1/19 (AMBAC Insured) 290,000 298,825 
(Riverside Campus Proj.) Series 2012 H, 5% 4/1/22 20,000 22,331 
(Univ. Proj.) Series 2011 B, 5% 10/1/19 (Escrowed to Maturity) 35,000 36,601 
(Various Cap. Projs.):   
Series 2011 A:   
5% 10/1/19 110,000 114,941 
5% 10/1/20 55,000 59,132 
Series 2012 A, 5% 4/1/21 70,000 76,222 
Series 2012 G, 5% 11/1/22 25,000 28,273 
(Various Judicial Council Projs.) Series 2011 D, 5% 12/1/19 90,000 94,520 
Series 2012 C, 5% 6/1/21 40,000 43,748 
California Statewide Cmntys. Dev. Auth. Poll. Cont. Rev. Bonds (Southern California Edison Co.) Series 2006 A & B, 1.9%, tender 4/1/20 (a) 2,040,000 2,026,556 
California Statewide Cmntys. Dev. Auth. Rev. Series 2007:   
1.75%, tender 7/1/40 (FSA Insured) (a) 5,200,000 5,200,000 
1.75%, tender 7/1/41 (FSA Insured) (a) 7,350,000 7,350,000 
1.85%, tender 7/1/40 (FSA Insured) (a) 8,450,000 8,450,000 
Compton Pub. Fin. Auth. Le Rev. Series 2008, 5% 9/1/22 (Pre-Refunded to 9/1/18 @ 100) 1,290,000 1,301,159 
Compton Unified School District Series 2006 D, 0% 6/1/20 (AMBAC Insured) 2,280,000 2,194,865 
Golden State Tobacco Securitization Corp. Tobacco Settlement Rev.:   
Series 2013 A, 4% 6/1/21 75,000 79,335 
Series 2017 A1:   
5% 6/1/21 25,000 27,024 
5% 6/1/22 40,000 44,000 
5% 6/1/23 45,000 50,181 
5% 6/1/24 25,000 28,220 
Series A, 0% 6/1/24 (AMBAC Insured) 75,000 64,474 
Long Beach Hbr. Rev. Series 1998 A, 6% 5/15/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) (b) 1,000,000 1,040,900 
Los Angeles Dept. Arpt. Rev. Series 2016 B, 4% 5/15/19 (b) 3,000,000 3,063,120 
Los Angeles Dept. of Wtr. & Pwr. Rev. Series 2015 B, 5% 12/1/18 11,700,000 11,866,374 
Los Angeles Unified School District Series 2018 M-1, 2% 7/1/19 1,400,000 1,408,932 
Northern California Pwr. Agcy. Rev. (Hydroelectric #1 Proj.) Series 2010 A, 5% 7/1/18 45,000 45,127 
Oakland Unified School District Alameda County Series 2013, 5.5% 8/1/23 20,000 22,969 
Palomar Pomerado Health Care Dis:   
Series 2006 A, 1.95%, tender 11/1/36 (FSA Insured) (a) 3,350,000 3,350,000 
Series 2006 B, 2%, tender 11/1/36 (FSA Insured) (a) 4,000,000 4,000,000 
Series 2006 C, 2%, tender 11/1/36 (FSA Insured) (a) 450,000 450,000 
Port of Oakland Rev.:   
Series 2011 O, 5% 5/1/19 (b) 2,485,000 2,557,189 
Series 2012 P, 5% 5/1/21 (b) 55,000 59,590 
Rancho Cucamonga Redev. Agcy. (Rancho Redev. Proj.):   
5% 9/1/23 (FSA Insured) 30,000 34,586 
5% 9/1/24 (FSA Insured) 50,000 58,567 
Sacramento County Arpt. Sys. Rev.:   
Series 2008 B, 5.5% 7/1/18 (Escrowed to Maturity) (b) 485,000 486,479 
Series 2008 E, 5.5% 7/1/18 (Escrowed to Maturity) (b) 585,000 586,784 
San Pablo Redev. Agcy. Series 2014 A, 5% 6/15/24 (FSA Insured) 30,000 34,664 
Stockton Unified School District Gen. Oblig. 5% 7/1/18 (FSA Insured) 25,000 25,068 
TOTAL CALIFORNIA  95,276,625 
Colorado - 0.7%   
Colorado Health Facilities Auth. Rev.:   
Bonds:   
Series 2008 D3, 5%, tender 11/12/21 (a) 115,000 124,376 
Series 2009 B-3, 1.875%, tender 11/6/19 (a) 140,000 139,248 
Series 2015 A, 4% 12/1/18 340,000 343,461 
Colorado Hsg. & Fin. Auth. Multi-family Hsg. Series 2016 I, 1.05% 8/1/18 925,000 924,047 
Colorado Reg'l. Trans. District Ctfs. of Prtn.:   
Series 2013 A:   
5% 6/1/20 115,000 122,005 
5% 6/1/23 100,000 113,168 
Series 2014 A, 5% 6/1/23 85,000 96,193 
Colorado Univ. Co. Hosp. Auth. Rev. Bonds:   
Series 2017C-1, 4%, tender 3/1/20 (a) 5,745,000 5,886,499 
Series 2017C-2, 5%, tender 3/1/22 (a) 450,000 488,318 
Denver City & County Arpt. Rev.:   
Series 2007, 1.85%, tender 11/15/25 (a) 2,775,000 2,775,000 
Series 2011 A, 5.25% 11/15/22 (b) 1,750,000 1,917,090 
Series 2013 A, 5% 11/15/18 (b) 1,290,000 1,308,460 
Series 2013 B, 5% 11/15/18 130,000 132,066 
Series 2017 A, 5% 11/15/19 (b) 420,000 438,925 
Denver Health & Hosp. Auth. Healthcare Rev. Series 2017 A:   
5% 12/1/18 (c) 340,000 344,780 
5% 12/1/19 (c) 375,000 389,876 
5% 12/1/20 (c) 325,000 345,482 
E-470 Pub. Hwy. Auth. Rev.:   
Bonds Series 2017 A, 1 month U.S. LIBOR + 0.900% 2.228%, tender 9/1/19 (a)(d) 600,000 601,050 
Series 1997 B, 0% 9/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 2,685,000 2,673,428 
Series 2000 B:   
0% 9/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 1,810,000 1,802,199 
0% 9/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 1,380,000 1,347,473 
0% 9/1/20 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 505,000 482,219 
Series 2015 A:   
2.35% 9/1/20 100,000 100,696 
5% 9/1/19 20,000 20,757 
5% 9/1/20 275,000 292,801 
Pueblo Colo Urban Renewal Auth. Series 2017, 2.75% 6/1/20 155,000 155,029 
TOTAL COLORADO  23,364,646 
Connecticut - 2.2%   
Connecticut Gen. Oblig.:   
Series 2005 B, 5.25% 6/1/19 455,000 469,446 
Series 2010 B, 5% 12/1/18 250,000 253,910 
Series 2011 B:   
5% 5/15/20 275,000 289,542 
5% 5/15/21 355,000 380,166 
Series 2011 C, SIFMA Municipal Swap Index + 1.100% 2.16% 5/15/19 (a)(d) 1,280,000 1,288,870 
Series 2011 D:   
5% 11/1/18 85,000 86,110 
5% 11/1/19 290,000 301,812 
Series 2012 A:   
SIFMA Municipal Swap Index + 1.100% 2.16% 4/15/19 (a)(d) 520,000 523,536 
SIFMA Municipal Swap Index + 1.250% 2.31% 4/15/20 (a)(d) 4,135,000 4,191,774 
Series 2012 C:   
5% 6/1/19 130,000 133,810 
5% 6/1/20 670,000 705,423 
5% 6/1/21 510,000 546,684 
Series 2012 D:   
SIFMA Municipal Swap Index + 0.770% 1.83% 9/15/18 (a)(d) 770,000 771,448 
SIFMA Municipal Swap Index + 0.920% 1.98% 9/15/19 (a)(d) 645,000 649,296 
Series 2013 A:   
SIFMA Municipal Swap Index + 0.550% 1.61% 3/1/19 (a)(d) 230,000 230,428 
SIFMA Municipal Swap Index + 0.650% 1.71% 3/1/20 (a)(d) 105,000 105,252 
5% 10/15/19 360,000 374,252 
Series 2013 D:   
SIFMA Municipal Swap Index + 0.880% 1.94% 8/15/19 (a)(d) 255,000 256,558 
1.94% 8/15/18 (a) 2,080,000 2,083,411 
5% 8/15/20 190,000 201,176 
Series 2014 B, SIFMA Municipal Swap Index + 0.490% 1.55% 3/1/19 (a)(d) 110,000 110,156 
Series 2014 C:   
5% 6/15/18 240,000 240,259 
5% 6/15/20 400,000 421,876 
Series 2014 E:   
5% 9/1/18 550,000 554,450 
5% 9/1/19 430,000 445,566 
Series 2014 H, 5% 11/15/18 80,000 81,145 
Series 2015 C, SIFMA Municipal Swap Index + 0.750% 1.81% 6/15/18 (a)(d) 205,000 205,043 
Series 2015 F:   
5% 11/15/18 615,000 623,801 
5% 11/15/20 180,000 191,675 
Series 2016 A:   
5% 3/15/19 500,000 511,940 
5% 3/15/26 45,000 50,802 
Series 2016 B:   
5% 5/15/19 755,000 776,208 
5% 5/15/20 305,000 321,128 
5% 5/15/21 1,770,000 1,895,475 
Series 2016 E:   
4% 10/15/19 885,000 908,196 
5% 10/15/20 1,080,000 1,147,716 
Series 2016 G:   
3% 11/1/20 285,000 289,913 
5% 11/1/18 550,000 557,183 
5% 11/1/19 510,000 530,772 
Series 2017 A, 5% 4/15/20 2,650,000 2,784,700 
Series 2017 B:   
5% 4/15/19 645,000 661,641 
5% 4/15/20 100,000 105,083 
Series 2018 A, 5% 4/15/20 685,000 719,819 
Series 2018 B:   
5% 4/15/21 1,715,000 1,833,712 
5% 4/15/22 685,000 746,623 
Series A, 5% 2/15/21 100,000 102,029 
Series D, SIFMA Municipal Swap Index + 1.020% 2.08% 8/15/20 (a)(d) 210,000 212,379 
Connecticut Health & Edl. Facilities Auth. Rev.:   
(Connecticut St Univ. Sys. Proj.) Series 2013 N, 5% 11/1/20 2,035,000 2,174,825 
(Stamford Hosp. Proj.) Series 2010 I, 5% 7/1/20 900,000 948,573 
Bonds:   
(Ascension Health Cr. Group Proj.) Series 1999 B, 1.65%, tender 3/1/19 (a) 670,000 668,519 
(Yale New Haven Hosp. Proj.) Series B, 1 month U.S. LIBOR + 0.550% 1.828%, tender 6/1/18 (a)(d) 1,075,000 1,075,129 
(Yale Univ. Proj.):   
Series 2014 A, 1.3%, tender 2/3/20 (a) 2,855,000 2,829,362 
Series 2017 B, 5%, tender 7/1/20 (a) 1,635,000 1,739,346 
Series 2010 A, 1.8%, tender 2/9/21 (a) 7,515,000 7,472,014 
Series 2010 A2, 1.2%, tender 2/1/19 (a) 495,000 493,480 
Series 2013 A, 1%, tender 7/1/19 (a) 3,270,000 3,243,284 
Series U1, 1%, tender 2/6/19 (a) 255,000 253,794 
Series 2008 N, 5% 7/1/22 900,000 902,286 
Series 2008, 5% 7/1/34 300,000 300,786 
Series 2011F, 5% 7/1/18 690,000 691,684 
Series 2016 CT, 3% 12/1/19 155,000 157,633 
Series 2018 S, 5% 7/1/20 1,200,000 1,273,800 
Series A:   
5% 7/1/20 505,000 535,209 
5% 7/1/21 800,000 864,504 
Series N, 5% 7/1/21 610,000 661,832 
Connecticut Higher Ed. Supplemental Ln. Auth. Rev.:   
(Chelsea Ln. Prog.) Series 2013 A, 4% 11/15/18 (b) 345,000 347,636 
Series 2017 B:   
4% 11/15/19 (b) 265,000 271,487 
5% 11/15/21 (b) 155,000 166,658 
5% 11/15/23 (b) 125,000 137,608 
Connecticut Hsg. Fin. Auth.:   
(Ct Gen. Hsg. 9/27/72 Proj.) Series 2012 A, 2.4% 11/15/20 270,000 271,534 
Bonds Series 2017 E-3, 1.5%, tender 11/15/20 (a) 1,640,000 1,616,646 
Series 2013 B2, 4% 11/15/32 105,000 108,319 
Series 2016 F, 1.55% 5/15/20 (b) 220,000 217,081 
Connecticut Spl. Tax Oblig. Trans. Infrastructure Rev.:   
Series 2010 A, 5% 11/1/18 250,000 253,368 
Series 2011 A, 5% 12/1/18 120,000 121,937 
Series 2012 A, 4% 1/1/19 400,000 405,052 
Series 2012 B, 5% 1/1/21 225,000 239,636 
Hartford County Metropolitan District Gen. Oblig. Series 2016 B, 5% 6/1/18 500,000 500,000 
Hartford Gen. Oblig. Series 2017, 5% 12/1/18 110,000 111,291 
Hbr. Point Infra Impt. District Series 2010 A, 7.875% 4/1/39 (Pre-Refunded to 4/1/20 @ 100) 1,566,000 1,728,206 
Naugatuck Ctfs. of Prtn. (Naugatuck Incineration Facilities Proj.) Series 2014 A:   
5% 6/15/19 (b) 250,000 257,768 
5% 6/15/20 (b) 315,000 331,197 
New Britain Gen. Oblig. Series 2017 A:   
5% 3/1/19 (FSA Insured) 130,000 133,223 
5% 3/1/20 (FSA Insured) 65,000 68,583 
5% 3/1/21 (FSA Insured) 90,000 96,766 
New Haven Gen. Oblig.:   
Series 2016 A:   
5% 8/15/23 (FSA Insured) 20,000 22,154 
5% 8/15/25 (FSA Insured) 20,000 22,585 
Series 2017 A, 5.25% 8/1/19 160,000 165,584 
Stratford Gen. Oblig. Series 2017, 4% 7/1/19 (FSA Insured) 165,000 168,757 
Univ. of Connecticut Gen. Oblig. Series 2018 A, 5% 4/15/19 5,000,000 5,134,250 
TOTAL CONNECTICUT  70,055,580 
Delaware, New Jersey - 0.0%   
Delaware River & Bay Auth. Rev. Series 2014 C:   
5% 1/1/20 55,000 57,632 
5% 1/1/21 45,000 48,277 
TOTAL DELAWARE, NEW JERSEY  105,909 
District Of Columbia - 0.9%   
District of Columbia Income Tax Rev. Series 2014 A, 5% 12/1/18 3,040,000 3,090,555 
District of Columbia Wtr. & Swr. Auth. Pub. Util. Rev. Series 2009 A, 5.5% 10/1/39 (Pre-Refunded to 10/1/18 @ 100) 7,475,000 7,570,082 
Metropolitan Washington DC Arpts. Auth. Sys. Rev.:   
Series 2012 A:   
5% 10/1/18 (b) 9,055,000 9,152,341 
5% 10/1/22 (b) 140,000 155,840 
Series 2014 A:   
5% 10/1/19 (b) 315,000 328,132 
5% 10/1/23 (b) 10,000 11,319 
Series 2017 A:   
5% 10/1/26 (b) 145,000 169,475 
5% 10/1/27 (b) 110,000 129,835 
Washington Convention & Sports Auth. Series 2018 A:   
5% 10/1/19 4,500,000 4,690,620 
5% 10/1/21 2,000,000 2,185,940 
Washington D.C. Metropolitan Transit Auth. Rev. Series 2016 A, 5% 7/1/18 1,040,000 1,042,777 
TOTAL DISTRICT OF COLUMBIA  28,526,916 
Florida - 2.6%   
Brevard County School Board Ctfs. of Prtn.:   
Series 2014:   
5% 7/1/20 485,000 515,240 
5% 7/1/21 20,000 21,743 
Series 2015 C:   
5% 7/1/21 15,000 16,307 
5% 7/1/22 80,000 88,782 
5% 7/1/23 65,000 73,693 
Broward County Arpt. Sys. Rev.:   
Series 2012 P1, 4% 10/1/19 (b) 1,035,000 1,062,324 
Series 2012 Q1:   
4% 10/1/18 300,000 302,316 
5% 10/1/21 20,000 21,873 
Series A:   
5% 10/1/22 (b) 65,000 72,269 
5% 10/1/23 (b) 90,000 101,773 
Broward County Port Facilities Rev. Series 2011 B, 5% 9/1/18 (b) 80,000 80,631 
Broward County School Board Ctfs. of Prtn.:   
(Broward County School District Proj.) Series 2017 C, 5% 7/1/22 70,000 77,743 
Series 2008 A, 4% 7/1/18 (FSA Insured) 250,000 250,465 
Series 2011 A, 5% 7/1/19 210,000 217,211 
Series 2012 A, 5% 7/1/19 155,000 160,323 
Series 2015 A:   
5% 7/1/19 45,000 46,545 
5% 7/1/20 85,000 90,318 
5% 7/1/21 100,000 108,777 
5% 7/1/22 75,000 83,296 
5% 7/1/23 60,000 67,994 
5% 7/1/24 30,000 34,531 
Series 2015 B:   
5% 7/1/19 45,000 46,545 
5% 7/1/20 65,000 69,066 
5% 7/1/21 135,000 146,849 
5% 7/1/22 100,000 111,061 
5% 7/1/23 60,000 67,994 
5% 7/1/24 25,000 28,776 
Central Expwy Auth. Sr Lien Series 2015, 1.625% 1/1/19 545,000 544,275 
Citizens Property Ins. Corp.:   
(Citizens Pla Proj.) Series 2012 A-1, 5% 6/1/20 1,215,000 1,286,794 
Series 2011 A1:   
5% 6/1/18 55,000 55,000 
5% 6/1/19 1,415,000 1,458,596 
Series 2012 A1:   
5% 6/1/18 35,000 35,000 
5% 6/1/19 1,845,000 1,901,844 
5% 6/1/21 2,715,000 2,944,608 
Clearwater Wtr. and Swr. Rev. Series 2011:   
5% 12/1/18 15,000 15,252 
5% 12/1/19 40,000 41,930 
5% 12/1/20 20,000 21,517 
Duval County School Board Ctfs. of Prtn. Series 2015 B, 5% 7/1/19 1,035,000 1,070,542 
Escambia County Poll. Cont. Rev. Bonds:   
(Gulf Pwr. Co. Proj.) Series 2003, 1.15%, tender 6/21/18 (a) 1,095,000 1,094,715 
Series 1997, 2.1%, tender 4/11/19 (a) 650,000 649,994 
Florida Board of Ed. Lottery Rev.:   
Series 2016 A:   
5% 7/1/18 2,000,000 2,005,400 
5% 7/1/19 2,000,000 2,069,980 
Series 2016 B, 5% 7/1/24 219,000 254,093 
Florida Board of Ed. Pub. Ed. Cap. Outlay:   
Series 2012 A, 5% 6/1/18 1,000,000 1,000,000 
Series 2013 C, 5% 6/1/18 1,000,000 1,000,000 
Florida Dev. Fin. Corp. Healthcare Facility Rev. (Univ. Health Proj.) Series 2013 A:   
5% 2/1/19 30,000 30,383 
5% 2/1/20 45,000 46,414 
Florida Hsg. Fin. Corp. Rev. Series 2017:   
1.95% 1/1/21 465,000 465,460 
2% 7/1/21 405,000 405,599 
2.05% 1/1/22 305,000 305,732 
Florida Mid-Bay Bridge Auth. Rev.:   
Series 2015 A:   
5% 10/1/21 20,000 21,886 
5% 10/1/22 45,000 50,150 
5% 10/1/23 30,000 33,812 
5% 10/1/24 45,000 51,316 
5% 10/1/25 40,000 46,105 
5% 10/1/26 45,000 51,514 
Series 2015 C, 5% 10/1/18 70,000 70,785 
Florida Muni. Pwr. Agcy. Rev.:   
(Stanton II Proj.) Series 2012 A, 5% 10/1/18 60,000 60,663 
Series 2008, 5% 10/1/18 130,000 131,414 
Series 2009 A, 5% 10/1/18 1,055,000 1,066,478 
Greater Orlando Aviation Auth. Arpt. Facilities Rev.:   
Series 2008 A, 5.25% 10/1/18 (FSA Insured) (b) 445,000 450,113 
Series 2009 A, 6% 10/1/18 (b) 295,000 299,180 
Series 2010 B, 4.25% 10/1/18 (b) 2,385,000 2,405,344 
Series 2011 C:   
5% 10/1/19 35,000 36,534 
5% 10/1/20 20,000 21,370 
Series 2016, 5% 10/1/20 (b) 50,000 53,214 
Series 2017 A:   
5% 10/1/25 (b) 20,000 22,981 
5% 10/1/26 (b) 45,000 52,160 
Halifax Hosp. Med. Ctr. Rev.:   
Series 2015, 5% 6/1/23 30,000 33,529 
Series 2016:   
4% 6/1/18 130,000 130,000 
5% 6/1/19 65,000 66,782 
Hillsborough County Indl. Dev. Auth. Indl. Dev. Rev. (Health Facilities/Univ. Cmnty. Hosp. Proj.) Series 2008 B, 8% 8/15/32 (Pre-Refunded to 8/15/19 @ 101) 1,070,000 1,156,777 
Hillsborough County School District Sales Tax Rev. Series 2015 B, 5% 10/1/22 (FSA Insured) 45,000 50,269 
Indian River County School Board Ctfs. of Prtn. Series 2014:   
5% 7/1/20 20,000 21,230 
5% 7/1/22 45,000 49,811 
5% 7/1/23 45,000 50,742 
Jacksonville Sales Tax Rev. Series 2012, 5% 10/1/18 1,000,000 1,010,880 
JEA Wtr. & Swr. Sys. Rev. Series 2010 D:   
5% 10/1/21 15,000 15,838 
5% 10/1/21 (Pre-Refunded to 4/1/20 @ 100) 30,000 31,654 
5% 10/1/39 (Pre-Refunded to 4/1/20 @ 100) 2,345,000 2,474,303 
Lake County School Board Ctfs. of Prtn. Series 2014 A, 4% 6/1/18 (FSA Insured) 25,000 25,000 
Lakeland Hosp. Sys. Rev. Series 2016:   
4% 11/15/18 130,000 131,308 
5% 11/15/19 70,000 73,103 
Lee County Arpt. Rev. Series 2010A, 5.5% 10/1/18 (FSA Insured) (b) 270,000 273,256 
Lee County Solid Waste Sys. Rev. Series 2016:   
5% 10/1/18 (b) 510,000 514,998 
5% 10/1/20 (b) 130,000 137,323 
Manatee County Rev. Series 2013:   
5% 10/1/19 25,000 26,079 
5% 10/1/20 45,000 48,114 
5% 10/1/21 45,000 49,260 
5% 10/1/22 20,000 22,368 
Manatee County School District Series 2017, 5% 10/1/24 (FSA Insured) 30,000 34,761 
Miami Dade County Hsg. Multifamily Hsg. Rev. Bonds Series 2016, 0.95%, tender 8/1/18 (a) 2,125,000 2,122,641 
Miami Health Facilities Auth. Rev. Series 2017, 5% 7/1/20 110,000 115,525 
Miami-Dade County Aviation Rev.:   
Series 2009 B, 5.5% 10/1/36 (Pre-Refunded to 10/1/19 @ 100) 3,190,000 3,346,342 
Series 2010 B, 5% 10/1/18 385,000 389,150 
Series 2010, 5% 10/1/22 40,000 42,580 
Series 2012 A:   
5% 10/1/19 (b) 240,000 249,523 
5% 10/1/21 (b) 245,000 266,298 
Series 2014 A, 5% 10/1/18 (b) 3,035,000 3,066,716 
Series 2017 B:   
5% 10/1/19 (b) 2,095,000 2,178,130 
5% 10/1/20 (b) 45,000 47,903 
Miami-Dade County Edl. Facilities Rev. Series 2007 B, 5.25% 4/1/19 (AMBAC Insured) 4,000,000 4,114,080 
Miami-Dade County Expressway Auth.:   
(Waste Mgmt., Inc. of Florida Proj.):   
Series 2013, 5% 7/1/19 45,000 46,526 
5% 7/1/20 20,000 21,243 
5% 7/1/21 45,000 48,922 
5% 7/1/22 45,000 49,959 
5% 7/1/23 45,000 49,885 
Bonds Series 2012, 1.39%, tender 7/1/26, LOC Dexia Cr. Local SA (a) 1,870,000 1,870,000 
Series 2014 A, 5% 7/1/24 15,000 17,229 
Series 2014 B:   
5% 7/1/18 150,000 150,383 
5% 7/1/22 35,000 38,857 
5% 7/1/23 70,000 79,398 
Miami-Dade County Gen. Oblig. (Parks Prog.) Series 2015 A, 5% 11/1/22 85,000 95,401 
Miami-Dade County Health Facilities Auth. Hosp. Rev. Series 2010, 5.25% 8/1/21 155,000 163,468 
Miami-Dade County Pub. Facilities Rev. Series 2015 A, 5% 6/1/19 415,000 427,537 
Miami-Dade County School Board Ctfs. of Prtn.:   
(Miami-Dade County School District proj.) Series 2012 B-1, 5% 10/1/19 140,000 145,667 
(Miami-Dade County School District) Series 2012 B-2, 4% 4/1/20 190,000 196,772 
Series 2014 D:   
5% 11/1/19 2,600,000 2,711,436 
5% 11/1/20 320,000 342,378 
5% 11/1/21 135,000 147,624 
5% 11/1/22 65,000 72,461 
5% 11/1/23 165,000 186,993 
Series 2015 A:   
5% 5/1/19 1,160,000 1,192,851 
5% 5/1/20 515,000 543,680 
5% 5/1/21 250,000 270,345 
5% 5/1/22 80,000 88,406 
5% 5/1/23 140,000 157,308 
Series 2015 B, 5% 5/1/24 645,000 733,804 
Series 2015 D, 5% 2/1/22 260,000 285,639 
Series 2016 A, 5% 8/1/27 120,000 139,226 
Series 2016 C, 5% 2/1/20 470,000 492,955 
Miami-Dade County Transit Sales Surtax Rev. Series 2012, 5% 7/1/19 25,000 25,867 
North Broward Hosp. District Rev. Series 2017 B:   
5% 1/1/20 220,000 229,167 
5% 1/1/21 205,000 218,175 
Orange County Health Facilities Auth. Series 2009, 5.25% 10/1/19 25,000 26,100 
Orange County School Board Ctfs. of Prtn. Series 2015 C, 5% 8/1/18 620,000 623,391 
Orlando & Orange County Expressway Auth. Rev. Series 2012:   
5% 7/1/18 470,000 471,227 
5% 7/1/19 20,000 20,695 
Orlando Utils. Commission Util. Sys. Rev. Series 2011 B:   
5% 10/1/18 50,000 50,561 
5% 10/1/19 50,000 52,159 
Palm Beach County Health Facilities A Series 2016, 4% 11/15/19 585,000 603,638 
Palm Beach County Health Facilities Auth. Hosp. Rev. Series 2014:   
4% 12/1/19 20,000 20,478 
5% 12/1/20 30,000 31,891 
5% 12/1/21 35,000 37,945 
5% 12/1/23 5,000 5,573 
5% 12/1/24 10,000 11,260 
Palm Beach County Health Facilities Auth. Rev. Series 2015 C, 4% 5/15/19 320,000 325,792 
Palm Beach County School Board Ctfs. of Prtn.:   
(Palm Beach County School District Proj.):   
Series 2018 A:   
5% 8/1/19 2,200,000 2,281,070 
5% 8/1/20 1,150,000 1,224,509 
5% 8/1/21 2,000,000 2,180,140 
Series 2018 B, 5% 8/1/21 1,100,000 1,199,077 
Series 2014 B:   
4% 8/1/19 190,000 194,834 
4% 8/1/21 90,000 95,368 
5% 8/1/19 65,000 67,395 
5% 8/1/21 115,000 125,358 
5% 8/1/22 20,000 22,255 
Series 2015 B:   
5% 8/1/19 60,000 62,211 
5% 8/1/20 40,000 42,592 
Pasco County School Board Ctfs. of Prtn. Series 2005 B, 1.85%, tender 8/1/30 (a) 3,700,000 3,700,000 
Pasco County School District Sales Tax Rev. Series 2013:   
5% 10/1/18 25,000 25,264 
5% 10/1/19 25,000 26,012 
5% 10/1/20 20,000 21,356 
5% 10/1/21 20,000 21,819 
5% 10/1/22 20,000 22,237 
Pasco County Solid Waste Disp. & Resource Recovery Sys. Rev.:   
Series 2011, 5% 10/1/19 (b) 45,000 46,864 
5% 10/1/18 (b) 60,000 60,647 
Seminole County School Board Ctfs. of Prtn. Series 2016 C:   
5% 7/1/25 20,000 23,167 
5% 7/1/26 25,000 29,265 
South Miami Health Facilities Auth. Hosp. Rev. Series 2017:   
5% 8/15/18 1,800,000 1,812,420 
5% 8/15/19 3,520,000 3,654,006 
Sunrise Util. Sys. Rev. Series 1998, 5.2% 10/1/22 (AMBAC Insured) 1,045,000 1,057,247 
Tallahassee Health Facilities Rev. (Tallahassee Memorial Healthcare, Inc. Proj.) Series 2016 A, 5% 12/1/21 65,000 70,469 
Tampa Bay Wtr. Reg'l. Wtr. Supply Auth. Util. Sys. Rev.:   
Series 2005, 5.5% 10/1/22 (FGIC Insured) 30,000 34,249 
Series 2011 B:   
5% 10/1/18 (Escrowed to Maturity) 55,000 55,593 
5% 10/1/18 (Escrowed to Maturity) 50,000 50,548 
Series 2011, 5% 10/1/19 120,000 125,164 
Tampa Solid Waste Sys. Rev.:   
Series 2010, 5% 10/1/19 (FSA Insured) (b) 255,000 265,050 
Series 2013, 5% 10/1/20 (b) 170,000 180,846 
Tampa Tax Allocation (H. Lee Moffitt Cancer Ctr. Proj.):   
Series 2012 A, 5% 9/1/20 40,000 42,580 
Series 2016 A:   
5% 9/1/18 100,000 100,809 
5% 9/1/19 130,000 134,984 
5% 9/1/20 150,000 159,506 
Univ. North Florida Fing. Corp. Cir:   
(Hsg. Proj.) Series 2016, 5% 11/1/18 (FSA Insured) 680,000 688,350 
Series 2016, 5% 11/1/19 (FSA Insured) 705,000 733,313 
Volusia County School Board Ctfs. of Prtn. (Master Lease Prog.) Series 2014 B:   
5% 8/1/18 10,000 10,054 
5% 8/1/19 5,000 5,184 
TOTAL FLORIDA  84,130,949 
Georgia - 1.2%   
Atlanta Urban Resdtl Fin. Bonds Series 2016, 1.05%, tender 6/1/18 (a) 2,235,000 2,235,000 
Atlanta Arpt. Rev.:   
5% 1/1/22 20,000 22,067 
5% 1/1/23 20,000 22,517 
5% 1/1/24 25,000 28,625 
Augusta Hsg. Auth. Multi-family Hsg. Rev. Bonds:   
(Richmond Villas Apts. Proj.) Series 2017, 1.2%, tender 3/1/19 (a) 1,530,000 1,517,959 
Series 2016, 1.87%, tender 7/2/18 (a) 5,000,000 4,997,350 
Burke County Indl. Dev. Auth. Poll. Cont. Rev. Bonds:   
(Georgia Pwr. Co. Plant Vogtle Proj.):   
Series 1995 5, 2.05%, tender 11/19/21 (a) 375,000 368,708 
Series 2008, 1.65%, tender 6/18/21 (a) 485,000 471,342 
(Georgia Pwr. Co. Proj.) Series 2017, 1.85%, tender 8/22/19 (a) 3,380,000 3,368,643 
(Oglethorpe Pwr. Corp. Vogtle Proj.) Series 2013 A, 2.4%, tender 4/1/20 (a) 220,000 220,231 
Series 1996, 2.35%, tender 12/11/20 (a) 1,485,000 1,481,035 
Clarke County Hosp. Auth. Series 2016:   
5% 7/1/18 230,000 230,584 
5% 7/1/19 295,000 304,971 
5% 7/1/20 190,000 201,725 
Cobb County Kennestone Hosp. Auth. Rev.:   
(Wellstar Health Sys., Inc. Proj.) Series 2017 A:   
5% 4/1/19 30,000 30,847 
5% 4/1/20 45,000 47,489 
(Wellstar Health Sys., Inc. proj.) Series 2017 A, 5% 4/1/21 100,000 107,825 
DeKalb County Hsg. Auth. Multi-family Hsg. Rev. Bonds Series 2016, 1.75%, tender 1/15/19 (a) 1,570,000 1,567,896 
Fulton County Dev. Auth. Hosp. R (Wellstar Health Sys., Inc. Proj.) Series 2017 A:   
3% 4/1/19 40,000 40,476 
5% 4/1/20 40,000 42,213 
5% 4/1/21 85,000 91,651 
Fulton County Dev. Auth.:   
(Piedmont Healthcare, Inc. Proj.) Series 2016, 5% 7/1/20 130,000 138,022 
Bonds Series 2018 A, 2%, tender 3/1/20 (a) 4,000,000 3,993,160 
Fulton County Wtr. & Swr. Rev. Series 2011, 5% 1/1/19 85,000 86,646 
Georgia Muni. Elec. Auth. Pwr. Rev.:   
(Combined Cycle Proj.) Series A, 5% 11/1/18 165,000 167,107 
(Prerefunded Proj.) Series 2008 D, 5.75% 1/1/20 (Pre-Refunded to 7/1/18 @ 100) 55,000 55,175 
(Unrefunded Balance Proj.) Series 2008:   
5.75% 1/1/19 130,000 130,378 
5.75% 1/1/20 20,000 20,057 
Series 2008 A:   
5.25% 1/1/19 140,000 142,659 
5.25% 1/1/21 140,000 150,521 
Series 2009 B, 5% 1/1/20 4,180,000 4,362,791 
Series 2011 A:   
5% 1/1/19 750,000 763,178 
5% 1/1/20 245,000 255,714 
5% 1/1/21 30,000 32,068 
Series 2015 A:   
5% 1/1/20 100,000 104,373 
5% 1/1/21 255,000 272,577 
Series 2016 A:   
4% 1/1/19 225,000 227,673 
4% 1/1/21 280,000 292,331 
5% 1/1/19 385,000 391,764 
Series GG:   
5% 1/1/20 135,000 141,010 
5% 1/1/21 255,000 272,842 
Georgia Muni. Gas Auth. Rev.:   
(Gas Portfolio III Proj.):   
Series 2014 U:   
5% 10/1/19 35,000 36,431 
5% 10/1/22 20,000 22,097 
5% 10/1/23 55,000 61,814 
Series R, 5% 10/1/21 110,000 119,451 
Series 2016 A, 5% 10/1/19 1,050,000 1,092,924 
Griffin-Spalding County Hosp. (Wellstar Health Sys., Inc. Proj.) Series 2017 A:   
3% 4/1/19 50,000 50,596 
3% 4/1/20 40,000 40,785 
3% 4/1/21 35,000 35,830 
Lagrange-Troup County Hosp. Rev. (Wellstar Health Sys., Inc. Proj.) Series 2017 A:   
5% 4/1/20 30,000 31,660 
5% 4/1/21 85,000 91,651 
Macon-Bibb County Hsg. Auth. Bonds Series 2018, 2.04%, tender 4/1/20 (a) 5,000,000 4,991,050 
Main Street Natural Gas, Inc. Series 2018 C, 4% 12/1/19 215,000 221,160 
Monroe County Dev. Auth. Poll. Cont. Rev. Bonds (Georgia Pwr. Co. Plant Scherer Proj.):   
Series 2009 1, 2.05%, tender 11/19/21 (a) 705,000 691,563 
Series 2009, 2.35%, tender 12/11/20 (a) 2,175,000 2,169,193 
Peach County Dev. Auth. Student Series 2016, 1.2% 10/1/18 855,000 853,222 
Private Colleges & Univs. Auth. Rev. (The Savannah College of Arts and Design Projs.) Series 2014, 5% 4/1/21 75,000 80,698 
TOTAL GEORGIA  39,989,325 
Hawaii - 0.5%   
Hawaii Arpts. Sys. Rev.:   
Series 2010 B, 5% 7/1/18 (b) 170,000 170,435 
Series 2011, 5% 7/1/19 (b) 2,085,000 2,153,200 
Hawaii Dept. of Budget & Fin. Spl. Purp. Rev. (Queens Health Sys. Proj.) Series 2015 B, SIFMA Municipal Swap Index + 0.140% 1.51%, tender 7/1/39 (a)(d) 635,000 635,000 
Hawaii Gen. Oblig. Series 2011 DZ, 5% 12/1/28 (Pre-Refunded to 12/1/21 @ 100) 1,945,000 2,144,304 
Honolulu City & County Gen. Oblig.:   
Bonds Series 2017 H:   
SIFMA Municipal Swap Index + 0.310% 1.37%, tender 9/1/20 (a)(d) 2,180,000 2,181,461 
SIFMA Municipal Swap Index + 0.320% 1.38%, tender 9/1/20 (a)(d) 1,965,000 1,966,376 
SIFMA Municipal Swap Index + 0.320% 1.38%, tender 9/1/20 (a)(d) 875,000 875,613 
Series 2015 B, 5% 10/1/18 3,700,000 3,741,847 
Series 2017 D:   
5% 9/1/24 25,000 29,077 
5% 9/1/25 65,000 76,643 
State of Hawaii Dept. of Trans. Series 2013:   
4% 8/1/18 (b) 220,000 220,847 
5% 8/1/19 (b) 30,000 31,116 
5% 8/1/20 (b) 65,000 68,955 
5% 8/1/21 (b) 10,000 10,818 
5% 8/1/22 (b) 45,000 49,565 
5% 8/1/23 (b) 30,000 33,531 
TOTAL HAWAII  14,388,788 
Idaho - 0.0%   
Idaho Hsg. & Fin. Assoc. Single Family Mtg.:   
(Idaho St Garvee proj.) Series 2017 A, 5% 7/15/20 150,000 159,330 
(Idaho St Garvee Proj.) Series 2017 A, 5% 7/15/21 230,000 249,780 
TOTAL IDAHO  409,110 
Illinois - 3.1%   
Bedford Park Tax Increment Rev. (65th and Cicero Proj.) Series 2015, 3% 12/30/18 195,000 195,162 
Champaign County Ill Cmnty. Unit Series 2017, 5% 1/1/21 355,000 380,116 
Chicago Board of Ed. Series 2009 D, 5% 12/1/18 (Escrowed to Maturity) 50,000 50,819 
Chicago Gen. Oblig.:   
(City Colleges Proj.) Series 1999, 0% 1/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 215,000 211,915 
Series 1999, 5.5% 1/1/19 (FGIC Insured) (FSA Insured) 1,655,000 1,684,095 
Series 2002 B, 5% 1/1/19 420,000 425,901 
Series 2003 B:   
5% 1/1/19 700,000 709,835 
5% 1/1/20 720,000 741,413 
Series 2007, 5% 12/1/18 555,000 555,605 
Series 2009 A:   
4% 1/1/19 270,000 272,263 
4% 1/1/19 (Escrowed to Maturity) 290,000 293,729 
Series 2010, 5% 12/1/19 220,000 226,305 
Series 2015 C:   
5% 1/1/20 280,000 288,546 
5% 1/1/21 435,000 454,745 
Chicago Metropolitan Wtr. Reclamation District of Greater Chicago Series 2014 D, 5% 12/1/19 555,000 581,274 
Chicago Midway Arpt. Rev.:   
Series 2014 B:   
5% 1/1/20 15,000 15,701 
5% 1/1/21 10,000 10,674 
5% 1/1/23 55,000 61,084 
5% 1/1/22 110,000 119,898 
5% 1/1/23 130,000 144,381 
Chicago Motor Fuel Tax Rev. Series 2013:   
5% 1/1/19 180,000 181,951 
5% 1/1/20 5,000 5,112 
5% 1/1/21 10,000 10,334 
5% 1/1/22 5,000 5,226 
5% 1/1/23 10,000 10,525 
Chicago O'Hare Int'l. Arpt. Rev.:   
Series 2010 D, 5.25% 1/1/19 (b) 425,000 433,096 
Series 2011 A, 5.75% 1/1/39 (Pre-Refunded to 1/1/21 @ 100) 1,475,000 1,612,736 
Series 2011 B, 5% 1/1/19 175,000 178,208 
Series 2012 A, 5% 1/1/21 30,000 32,357 
Series 2012 B, 5% 1/1/21 (b) 100,000 107,335 
Series 2013 B, 5% 1/1/22 85,000 93,786 
Series 2013 D, 5% 1/1/22 70,000 77,235 
Series 2015 A, 5% 1/1/19 (b) 125,000 127,204 
Series 2017 D, 5% 1/1/27 (b) 35,000 40,602 
Chicago Park District Gen. Oblig. Series 2011 B, 4% 1/1/19 100,000 100,941 
Chicago Transit Auth. Cap. Grant Receipts Rev. Series 2017:   
2% 6/1/18 50,000 50,000 
4% 6/1/19 425,000 432,714 
5% 6/1/20 760,000 802,461 
5% 6/1/21 385,000 414,653 
5% 6/1/25 25,000 28,284 
Chicago Wastewtr. Transmission Rev.:   
(Second Lien Proj.) Series 2014, 5% 1/1/19 250,000 254,278 
Series 2001, 5.5% 1/1/20 270,000 283,973 
Series 2012:   
5% 1/1/19 30,000 30,513 
5% 1/1/23 25,000 27,089 
Chicago Wtr. Rev.:   
(Second Lien Proj.) Series 2014, 4% 11/1/18 310,000 312,539 
Series 2017 2, 5% 11/1/19 545,000 566,811 
Cook County Gen. Oblig.:   
Series 2009 C, 5% 11/15/21 185,000 192,391 
Series 2010 A, 5.25% 11/15/22 110,000 117,678 
Series 2011 A, 5.25% 11/15/22 20,000 21,875 
Series 2012 C:   
5% 11/15/19 70,000 72,857 
5% 11/15/20 155,000 165,819 
5% 11/15/21 120,000 130,802 
5% 11/15/22 30,000 33,338 
Series 2014 A:   
5% 11/15/18 635,000 643,973 
5% 11/15/20 20,000 21,396 
5% 11/15/21 10,000 10,900 
5% 11/15/22 30,000 33,338 
Series 2016 A, 5% 11/15/21 2,250,000 2,452,545 
Series 2018:   
3% 11/15/18 450,000 452,372 
5% 11/15/19 385,000 400,716 
DuPage County Cmnty. High School District #99 Series 2014, 5% 12/1/18 730,000 741,198 
Grundy Kendall & Will Cntys Series 2008, 5.75% 10/15/19 120,000 121,828 
Illinois Edl. Facilities Auth. Rev. Bonds (Univ. of Chicago Proj.) Series B2, 1.55%, tender 2/13/20 (a) 220,000 217,925 
Illinois Fin. Auth. Rev.:   
( Bradley Univ. Proj.) Series 2017 C, 5% 8/1/26 35,000 39,598 
(Hosp. Sisters Svcs., Inc. Proj.) Series 2012 C, 5% 8/15/20 690,000 735,340 
(IL Wtr. State Rev. Fund Proj.) Series 2016 4% 7/1/18 630,000 631,210 
(Osf Healthcare Sys.) Series 2010 A, 6% 5/15/39 (Pre-Refunded to 5/15/20 @ 100) 1,000,000 1,076,800 
(Provena Health Proj.) Series 2010 A, 5.75% 5/1/19 (Escrowed to Maturity) 60,000 62,169 
(Rush Univ. Med. Ctr. Proj.) Series 2015 A, 5% 11/15/19 535,000 558,326 
(Southern Illinois Healthcare Enterprises, Inc. Proj.) Series 2005, 5.25% 3/1/30 (Pre-Refunded to 3/1/20 @ 100) 1,100,000 1,163,580 
Bonds:   
(Ascension Health Cr. Group Proj.) Series 2012 E2, 1.75%, tender 4/1/21 (a) 720,000 712,526 
Series 2016 B, 2.685%, tender 5/1/21 (a) 1,090,000 1,094,491 
Series 2017 B, 5%, tender 12/15/22 (a) 65,000 72,717 
Series E, 2.25%, tender 4/29/22 (a) 500,000 500,740 
Series 2008 B, 5.5% 8/15/19 (Pre-Refunded to 8/15/18 @ 100) 65,000 65,512 
Series 2008 D:   
5.5% 11/1/18 200,000 203,066 
6.25% 11/1/28 (Pre-Refunded to 11/1/18 @ 100) 45,000 45,834 
Series 2011 A, 5% 8/15/18 640,000 644,032 
Series 2011 L, 5% 12/1/22 (Pre-Refunded to 12/1/21 @ 100) 25,000 27,429 
Series 2012 A:   
5% 5/15/19 165,000 169,430 
5% 5/15/23 30,000 32,909 
Series 2012:   
5% 9/1/18 25,000 25,141 
5% 9/1/19 25,000 25,669 
5% 9/1/20 30,000 31,357 
5% 9/1/21 45,000 47,759 
5% 9/1/22 75,000 80,681 
Series 2015 A:   
5% 11/15/18 535,000 542,586 
5% 11/15/22 10,000 11,126 
5% 11/15/24 35,000 39,711 
5% 11/15/25 45,000 51,450 
5% 11/15/26 45,000 50,998 
Series 2015 B:   
5% 11/15/20 35,000 37,452 
5% 11/15/24 45,000 51,544 
Series 2016 A:   
4% 5/1/19 110,000 111,929 
4% 11/1/19 110,000 112,977 
5% 8/15/18 130,000 130,776 
5% 7/1/19 155,000 159,852 
5% 8/15/19 130,000 133,293 
5% 8/15/20 10,000 10,452 
5% 2/15/21 15,000 16,102 
5% 8/15/21 15,000 15,936 
5% 2/15/23 20,000 22,268 
5% 8/15/23 35,000 38,168 
5% 8/15/24 50,000 54,932 
Series 2016 C:   
5% 2/15/20 110,000 115,006 
5% 2/15/22 225,000 248,173 
5% 2/15/23 100,000 112,523 
5% 2/15/24 115,000 131,488 
Series 2016 D, 5% 2/15/20 505,000 530,750 
Series 2016:   
4% 11/15/18 95,000 95,904 
5% 11/15/19 170,000 177,288 
5% 5/15/21 430,000 463,149 
5% 7/1/22 65,000 72,378 
5% 5/15/25 10,000 11,373 
5% 5/15/26 20,000 22,885 
5% 5/15/27 25,000 28,117 
Series 2017:   
5% 1/1/23 35,000 39,389 
5% 1/1/25 50,000 58,028 
5% 1/1/27 45,000 53,595 
Illinois Gen. Oblig.:   
Series 2006 A, 5% 6/1/19 215,000 219,466 
Series 2006, 5% 6/1/21 405,000 422,699 
Series 2007 A, 5% 6/1/18 (FSA Insured) 110,000 110,000 
Series 2010, 5% 1/1/21 (FSA Insured) 35,000 36,293 
Series 2012 A, 4% 1/1/23 30,000 30,368 
Series 2012:   
5% 8/1/18 375,000 376,478 
5% 3/1/19 320,000 325,072 
5% 8/1/19 2,270,000 2,324,344 
5% 8/1/20 150,000 155,264 
5% 8/1/21 55,000 57,511 
5% 8/1/22 760,000 802,522 
Series 2013:   
4% 7/1/18 2,965,000 2,968,439 
5% 7/1/21 140,000 146,234 
5% 7/1/22 290,000 306,040 
Series 2014:   
5% 5/1/19 545,000 555,420 
5% 2/1/20 665,000 682,204 
5% 2/1/21 865,000 899,185 
5% 2/1/22 65,000 68,318 
5% 4/1/23 50,000 52,982 
5% 2/1/25 50,000 52,818 
Series 2016:   
5% 1/1/20 1,760,000 1,803,595 
5% 11/1/20 50,000 51,904 
5% 1/1/21 2,865,000 2,975,589 
5% 11/1/21 1,505,000 1,577,391 
5% 1/1/22 1,650,000 1,732,451 
5% 1/1/26 50,000 53,475 
5% 2/1/26 235,000 251,318 
Series 2017 B, 5% 11/1/19 4,500,000 4,628,745 
Series 2017 D, 5% 11/1/21 2,180,000 2,284,858 
Series 2018 A, 5% 5/1/19 8,200,000 8,356,784 
Illinois Hsg. Dev. Auth. Multi-family Hsg. Rev. Bonds Series 2017 A, 1.33%, tender 8/1/18 (a) 1,800,000 1,798,290 
Illinois Muni. Elec. Agcy. Pwr. Supply:   
Series 2007 C, 5.25% 2/1/20 165,000 173,865 
Series 2015 A:   
5% 2/1/19 1,770,000 1,808,037 
5% 2/1/20 835,000 876,474 
5% 2/1/21 470,000 505,175 
5% 2/1/22 250,000 274,100 
5% 2/1/23 25,000 27,930 
Illinois Reg'l. Trans. Auth.:   
Series 2010A, 5% 7/1/20 465,000 485,037 
Series 2011 A:   
5% 6/1/18 (FSA Insured) 130,000 130,000 
5% 6/1/19 (FSA Insured) 1,105,000 1,138,051 
Series 2014 A:   
4% 6/1/18 100,000 100,000 
5% 6/1/19 200,000 205,982 
Series 2016 A, 5% 6/1/18 390,000 390,000 
Series 2017 A:   
5% 7/1/20 210,000 222,386 
5% 7/1/21 210,000 226,997 
Illinois Sales Tax Rev.:   
Series 2002, 5.75% 6/15/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 640,000 640,781 
Series 2009 B, 5% 6/15/18 520,000 520,520 
Series 2013:   
5% 6/15/18 1,085,000 1,086,085 
5% 6/15/19 665,000 684,830 
Illinois Toll Hwy. Auth. Toll Hwy. Rev. Series 2013 B-1, 5% 12/1/18 300,000 304,797 
Kendall, Kane & Will Counties Cmnty. Unit School District #308 Series 2012, 4% 10/1/18 435,000 438,058 
Mc Henry & Lake Cntys Ill Cmnt Series 2012 A, 3% 12/1/19 1,015,000 1,030,296 
McHenry County Cmnty. School District #200 Series 2006 B:   
0% 1/15/24 105,000 88,787 
0% 1/15/25 110,000 89,691 
0% 1/15/26 80,000 62,775 
McHenry County Conservation District Gen. Oblig. Series 2014:   
5% 2/1/19 50,000 51,068 
5% 2/1/20 50,000 52,518 
5% 2/1/23 50,000 56,236 
Metropolitan Pier & Exposition:   
Series 1993, 0% 6/15/18 (Escrowed to Maturity) 25,000 24,988 
Series 2012 B, 5% 12/15/22 1,655,000 1,776,808 
Minooka Ill Spl. Assmt Series 2014, 3.5% 12/1/19 (FSA Insured) 120,000 121,835 
Railsplitter Tobacco Settlement Auth. Rev.:   
Series 2010:   
5% 6/1/18 3,815,000 3,815,000 
5% 6/1/19 350,000 360,294 
5.125% 6/1/19 750,000 773,198 
5.25% 6/1/20 650,000 689,208 
5.5% 6/1/23 (Pre-Refunded to 6/1/21 @ 100) 5,000,000 5,504,200 
6% 6/1/28 (Pre-Refunded to 6/1/21 @ 100) 2,600,000 2,899,754 
Series 2017, 5% 6/1/22 220,000 241,912 
Univ. of Illinois Board of Trustees Ctfs. of Prtn. Series 2014 A, 5% 10/1/18 130,000 131,243 
Univ. of Illinois Rev.:   
Series 1999, 0% 4/1/19 1,500,000 1,471,485 
Series 2001 B, 5.5% 4/1/19 110,000 113,003 
Western Ill Univ. Revs. Ctfs. Par Series 2015, 3% 10/1/18 (FSA Insured) 110,000 110,248 
Will County Cmnty. Consolidated School District Series 2013, 2.3% 1/1/21 2,950,000 2,953,658 
Will County Illinois Series 2016, 4% 11/15/18 225,000 227,414 
TOTAL ILLINOIS  100,263,070 
Indiana - 0.9%   
Anderson Econ. Dev. Auth. Rev. Bonds (Cottages of Anderson Apts. Proj.) Series 2017, 1.7%, tender 1/1/19 360,000 359,363 
Fort Wayne Ind. Multifamily Hsg. Bonds Series 2017, 1.2%, tender 11/1/18 (a) 1,785,000 1,777,967 
Hammond Loc Pub. Impt. Bd Bank Series 2018 A, 2.375% 12/31/18 1,090,000 1,090,087 
Indiana Fin. Auth. (Citizens Energy Group Wtr. Proj.) Series 2014 A, 5% 10/1/19 115,000 119,763 
Indiana Fin. Auth. Econ. Dev. Rev. Bonds (Republic Svcs., Inc. Proj.):   
Series A, 1.65%, tender 6/1/18 (a)(b) 1,000,000 1,000,000 
Series B, 1.5%, tender 6/1/18 (a) 1,500,000 1,500,000 
Indiana Fin. Auth. Health Sys. Rev. (Franciscan Alliance Proj.) Series 2009 A, 5% 11/1/29 (Pre-Refunded to 11/1/19 @ 100) 4,750,000 4,960,378 
Indiana Fin. Auth. Hosp. Rev.:   
Series 2009, 5.5% 5/1/24 (Pre-Refunded to 5/1/19 @ 100) 1,250,000 1,292,963 
Series 2013:   
5% 8/15/22 15,000 16,675 
5% 8/15/23 20,000 22,641 
Series 2017 A, 5% 11/1/18 230,000 233,110 
Indiana Fin. Auth. Rev.:   
Series 2010 B, 5% 12/1/19 290,000 303,421 
Series 2012:   
5% 3/1/20 15,000 15,779 
5% 3/1/21 25,000 26,817 
Series 2016:   
3% 9/1/18 40,000 40,109 
3% 9/1/19 65,000 65,776 
4% 9/1/20 130,000 135,291 
Indiana Fin. Auth. Wastewtr. Util. Rev. (CWA Auth. Proj.):   
Series 2012 A:   
5% 10/1/18 335,000 338,601 
5% 10/1/20 20,000 21,384 
5% 10/1/22 35,000 39,021 
Series 2014 A:   
5% 10/1/20 10,000 10,692 
5% 10/1/21 10,000 10,933 
5% 10/1/22 15,000 16,723 
Series 2015 A:   
5% 10/1/24 35,000 40,045 
5% 10/1/25 35,000 40,555 
Indiana Health Facility Fing. Auth. Rev. Bonds:   
Series 2001 A2, 4%, tender 3/1/19 (a) 440,000 446,600 
Series 2005 A-5, 1.35%, tender 8/4/20 (a) 2,015,000 1,979,778 
Series 2005 A-8, 1.25%, tender 5/1/20 (a) 295,000 289,953 
Series 2017:   
1.35%, tender 8/4/20 (a) 195,000 191,591 
1.375%, tender 10/1/27 1,080,000 1,064,027 
Indiana Muni. Pwr. Agcy. Pwr. Supply Sys. Rev. Series 2011 A:   
5% 1/1/19 255,000 259,748 
5% 1/1/20 25,000 26,205 
Indianapolis Local Pub. Impt.:   
(Indianapolis Arpt. Auth. Proj.) Series 2016 A1, 5% 1/1/19 (b) 190,000 193,547 
Series 2016:   
5% 1/1/20 (b) 685,000 718,113 
5% 1/1/21 (b) 60,000 64,463 
5% 1/1/23 (b) 45,000 50,164 
5% 1/1/24 (b) 60,000 67,660 
5% 1/1/25 (b) 65,000 74,160 
Lake Central Multi-District School Bldg. Corp. Series 2012 B:   
4% 1/15/19 20,000 20,263 
4% 1/15/20 30,000 30,957 
4% 1/15/21 25,000 26,215 
5% 7/15/19 35,000 36,190 
5% 7/15/20 25,000 26,544 
5% 7/15/21 20,000 21,726 
Michigan City School Bldg. Corp. (Michigan Gen. Oblig. Proj.):   
Series 2015, 4% 7/15/19 1,085,000 1,103,629 
Series 2016 A, 5% 7/15/20 1,040,000 1,095,370 
Purdue Univ. Rev.:   
Series 2012 AA, 5% 7/1/27 255,000 283,733 
Series Z-1, 5% 7/1/18 35,000 35,093 
Rockport Poll. Cont. Rev. Bonds:   
(Indiana Michigan Pwr. Co. Proj. Series 2009 B, 1.75%, tender 6/1/18 (a) 620,000 620,000 
Series 2009 A, 1.75%, tender 6/1/18 (a) 4,700,000 4,700,000 
Whiting Envir. Facilities Rev.:   
(BP Products North America, Inc. Proj.) Series 2009, 5.25% 1/1/21 1,025,000 1,103,361 
Bonds:   
(BP Products North America, Inc. Proj.) Series 2015, 5%, tender 11/1/22 (a)(b) 480,000 535,522 
Series 2014, SIFMA Municipal Swap Index + 0.750% 1.81%, tender 12/2/19 (a)(b)(d) 1,090,000 1,090,534 
TOTAL INDIANA  29,633,240 
Iowa - 0.2%   
Iowa Fin. Auth. Hosp. Facilities Rev. Series 2015, 1.75% 6/1/18 1,530,000 1,530,000 
Iowa Higher Ed. Ln. Auth. Rev. Series 2016 A, 2% 12/1/18 4,010,000 4,009,479 
Iowa Student Ln. Liquidity Corp. Student Ln. Rev. Series 2018 A:   
5% 12/1/20 (b)(e) 500,000 528,460 
5% 12/1/21 (b)(e) 500,000 536,120 
5% 12/1/22 (b)(e) 725,000 788,293 
Peoples Mem Hosp. Buchanan County Series 2016, 1.5% 12/1/18 545,000 542,482 
TOTAL IOWA  7,934,834 
Kansas - 0.1%   
Johnson City Usd # 232 Series 2015 A, 5% 9/1/22 35,000 39,113 
Johnson County Unified School District # 233:   
Series 2016 A:   
2% 9/1/18 320,000 320,333 
5% 9/1/20 320,000 342,170 
Series 2016 B, 5% 9/1/23 30,000 34,360 
Kansas Dept. of Trans. Hwy. Rev. Series 2014 B:   
1.598% 9/1/18 (a) 1,530,000 1,530,704 
1.678% 9/1/19 (a) 1,310,000 1,312,948 
Wichita Hosp. Facilities Rev. Series 2011 IV A:   
5% 11/15/18 (Escrowed to Maturity) 50,000 50,738 
5% 11/15/20 (Escrowed to Maturity) 60,000 64,322 
Wyandotte County/Kansas City Unified Govt. Util. Sys. Rev. Series 2016 A:   
5% 9/1/22 10,000 11,123 
5% 9/1/23 15,000 17,036 
5% 9/1/25 15,000 17,362 
TOTAL KANSAS  3,740,209 
Kentucky - 0.8%   
Ashland Med. Ctr. Rev.:   
(Ashland Hosp. Corp. D/B/A King's Daughters Med. Ctr. Proj.) Series 2016 A:   
4% 2/1/20 205,000 209,188 
5% 2/1/24 30,000 32,774 
(Ashland Hosp. Corp. D/B/A Kings Daughters Med. Ctr. Proj.) Series 2016 A, 5% 2/1/25 20,000 21,992 
Carroll County Poll. Ctlr Rev. Bonds (Kentucky Utils. Co. Proj.) Series 2016 A, 1.05%, tender 9/1/19 (a) 4,000,000 3,952,640 
Kenton County Arpt. Board Arpt. Rev. Series 2016:   
5% 1/1/20 55,000 57,518 
5% 1/1/22 265,000 289,513 
Kentucky Econ. Dev. Fin. Auth. Bonds:   
Series 2009 B, 2.7%, tender 11/10/21 (a) 195,000 196,209 
Series 2011 B, 2.197%, tender 2/1/20 (a) 1,530,000 1,530,000 
Kentucky Econ. Dev. Fin. Auth. Hosp. Rev. Series 2017 A:   
5% 6/1/20 110,000 114,483 
5% 6/1/21 230,000 243,204 
Kentucky Hsg. Corp. Hsg. Rev. Bonds Series 2017, 1.45%, tender 3/1/19 (a) 1,020,000 1,014,706 
Kentucky State Property & Buildings Commission Rev.:   
(Kentucky St Proj.):   
Series 2009, 5.25% 2/1/19 (Assured Guaranty Corp. Insured) 160,000 163,582 
Series D:   
5% 5/1/20 860,000 905,735 
5% 5/1/21 210,000 226,227 
(Kentucky St Proj.):   
Series 2005 5% 8/1/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 350,000 379,176 
Series 2005:   
5% 8/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 265,000 266,407 
5% 8/1/20 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 360,000 381,514 
(Proj. No. 115) Series 2017, 5% 4/1/20 495,000 519,646 
(Proj. No. 117) Series B, 3% 5/1/20 540,000 548,635 
(Proj. No. 90) Series 2008, 5% 11/1/18 805,000 815,481 
(Proj. No. 98) Series 2010:   
4% 8/1/19 260,000 266,071 
5% 8/1/21 460,000 487,894 
(Rev. Rfdg. Bonds Proj.) Series A, 5% 8/1/18 345,000 346,825 
Series 2009 A, 5% 8/1/18 485,000 487,566 
Series 2015 B, 5% 8/1/19 980,000 1,014,045 
Series 2016 B, 5% 11/1/19 790,000 822,959 
Louisville & Jefferson County:   
(Norton Healthcare, Inc. Proj.) Series 2016 A, 5% 10/1/19 290,000 301,391 
Series 2016 A, 5% 10/1/18 910,000 919,246 
Louisville Reg'l. Arpt. Auth. Sys. Rev. Series 2011 A, 5% 7/1/18 (Escrowed to Maturity) (b) 2,210,000 2,215,547 
Louisville/Jefferson County Metropolitan Govt. Poll. Cont. Rev. Bonds:   
(Louisville Gas & Elec. Co. Proj.) Series 2003 A, 1.5%, tender 4/1/19 (a) 940,000 935,939 
(Louisville Gas and Elec. Co. Proj.) Series 2001 B, 2.55%, tender 5/3/21 (a) 2,000,000 2,002,780 
Series 2007 A, 1.25%, tender 6/3/19 (a) 875,000 867,099 
Trimble County Poll. Cont. Rev. Bonds (Louisville Gas and Elec. Co. Proj.) Series 2001 B, 2.55%, tender 5/3/21 (a) 2,590,000 2,593,600 
TOTAL KENTUCKY  25,129,592 
Louisiana - 0.6%   
Lafayette Pub. Impt. Sale Tax Series 2015, 5% 5/1/20 1,000,000 1,057,040 
Louisiana Citizens Property Ins. Corp. Assessment Rev. Series 2015:   
5% 6/1/19 495,000 510,251 
5% 6/1/20 1,540,000 1,630,383 
5% 6/1/21 (FSA Insured) 660,000 716,014 
Louisiana Gen. Oblig.:   
Series 2012 A, 5% 8/1/22 35,000 38,932 
Series 2014 D1, 5% 12/1/22 30,000 33,601 
Series 2016 A, 5% 9/1/20 560,000 597,016 
Series 2016 B:   
5% 8/1/22 310,000 344,825 
5% 8/1/23 135,000 153,475 
Series 2016 D:   
5% 9/1/22 140,000 155,968 
5% 9/1/24 155,000 178,421 
Louisiana Local Govt. Envir. Facilities Bonds Series 2013, 1 month U.S. LIBOR + 0.700% 2.036%, tender 6/1/18 (a)(d) 2,115,000 2,115,740 
Louisiana Offshore Term. Auth. Deepwater Port Rev. Bonds Series 2010 B-1A, 2%, tender 10/1/22 (a) 815,000 810,297 
Louisiana Pub. Facilities Auth. Series 2017, 4% 8/1/19 945,000 968,162 
Louisiana Pub. Facilities Auth. Rev.:   
(Tulane Univ. of Louisiana Proj.) Series 2016 A, 5% 12/15/19 255,000 266,868 
Series 2009 A:   
5% 7/1/19 475,000 490,642 
5.25% 7/1/20 870,000 926,263 
Series 2015, 5% 7/1/18 665,000 666,649 
Louisiana Stadium and Exposition District Series 2013 A:   
5% 7/1/19 250,000 257,905 
5% 7/1/21 35,000 38,039 
5% 7/1/22 20,000 22,204 
New Orleans Aviation Board Rev.:   
(North Term. Proj.) Series 2017 B:   
5% 1/1/23 (b) 705,000 783,960 
5% 1/1/24 (b) 5,000 5,636 
5% 1/1/25 (b) 5,000 5,701 
5% 1/1/26 (b) 10,000 11,492 
Series 2017 D1:   
5% 1/1/19 285,000 290,389 
5% 1/1/20 475,000 498,266 
Series 2017 D2:   
5% 1/1/19 (b) 410,000 417,515 
5% 1/1/20 (b) 50,000 52,369 
5% 1/1/21 (b) 290,000 310,442 
5% 1/1/22 (b) 345,000 377,037 
5% 1/1/23 (b) 10,000 11,120 
5% 1/1/24 (b) 15,000 16,907 
5% 1/1/25 (b) 10,000 11,403 
New Orleans Gen. Oblig. Series 2012, 5% 12/1/20 60,000 64,278 
St. Tammany Parish Hosp. Svc. (St. Tammany Parish Hosp. Proj.) Series 2011, 4.5% 7/1/21 600,000 632,016 
Tobacco Settlement Fing. Corp. Series 2013 A:   
5% 5/15/19 1,500,000 1,542,135 
5% 5/15/20 385,000 406,418 
5% 5/15/21 200,000 215,656 
5% 5/15/23 100,000 111,269 
TOTAL LOUISIANA  17,742,704 
Maine - 0.0%   
Maine Health & Higher Edl. Facilities Auth. Rev.:   
(Univ. of New England Proj.) Series 2017 A, 4% 7/1/20 250,000 260,163 
Series 2017 B, 4% 7/1/21 85,000 89,627 
Maine Tpk. Auth. Tpk. Rev. Series 2015:   
5% 7/1/21 50,000 54,530 
5% 7/1/22 40,000 44,623 
5% 7/1/24 50,000 57,889 
TOTAL MAINE  506,832 
Maryland - 2.0%   
Baltimore Proj. Rev. Series 2017 D:   
5% 7/1/24 70,000 80,700 
5% 7/1/25 75,000 87,618 
Cmnty. Dev. Admin Dept. Hsg.:   
Series 2016 G, 1.15% 2/1/19 1,745,000 1,735,682 
Series 2016:   
1.6% 4/1/19 2,615,000 2,606,580 
2.15% 12/1/18 3,840,000 3,837,850 
Series 2017:   
1.85% 7/1/18 1,870,000 1,869,663 
2% 2/1/19 1,310,000 1,308,009 
Series 2018 A, 2.44% 3/1/20 3,000,000 2,994,360 
County of Charles Series 2015, 5% 11/1/18 1,000,000 1,013,890 
Harford County Gen. Oblig. Series 2018, 5% 9/15/18 1,000,000 1,009,730 
Howard County Gen. Oblig. (MD Consolidated Pub. Impt. Proj.) Series 2018 A, 5% 2/15/20 975,000 1,027,738 
Maryland Dept. of Trans. Consolidated Trans. Rev. Series 2015, 5% 2/1/19 5,000,000 5,111,800 
Maryland Gen. Oblig.:   
Series 2014 A, 5% 3/1/19 1,500,000 1,537,410 
Third Series 2009 C, 5% 11/1/19 2,810,000 2,938,867 
Maryland Health & Higher Edl. Facilities Auth. Rev. Series 2015:   
5% 7/1/19 10,000 10,300 
5% 7/1/22 20,000 21,925 
5% 7/1/23 20,000 22,288 
5% 7/1/24 45,000 50,789 
5% 7/1/25 40,000 45,529 
Maryland St Cmnty. Dev. Admin Dept. Hsg. & Cmnty. Dev.:   
Series 2016 I, 1.6% 11/1/18 2,395,000 2,395,000 
Series 2017 D, 1.83% 6/1/19 1,460,000 1,447,634 
Series 2018 B, 2.61% 4/1/20 4,655,000 4,652,440 
Maryland Stadium Auth. Rev. Series 2018 A, 5% 5/1/19 300,000 308,853 
Maryland Trans. Auth. (Thurgood Marshall Arpt. Proj.) Series 2012 B, 5% 3/1/19 (b) 4,000,000 4,091,960 
Maryland Trans. Auth. Trans. Facility Projs. Rev. Series 2012, 5% 7/1/18 1,000,000 1,002,700 
Montgomery County Gen. Oblig.:   
Bonds Series 2013 MD, 1.33%, tender 6/1/18 (a) 12,350,000 12,350,000 
Series 2011 A, 5% 7/1/20 (Pre-Refunded to 7/1/19 @ 100) 350,000 362,247 
Prince Georges County Gen. Oblig.:   
Series 2013 A, 5% 3/1/19 2,060,000 2,110,305 
Series 2018 A, 5% 7/15/19 5,000,000 5,180,100 
Prince Georges County Rev. Auth. (Upper Marlboro Courthouse Projs.) Series 2018 A, 4% 5/1/19 1,000,000 1,020,910 
Washington Suburban San. District Series 2015, 3% 6/1/19 3,000,000 3,038,790 
TOTAL MARYLAND  65,271,667 
Massachusetts - 1.1%   
Massachusetts Bay Trans. Auth. Sales Tax Rev.:   
Series 2006 B, 5.25% 7/1/18 50,000 50,142 
Series 2016A, 0% 7/1/21 1,060,000 994,651 
Massachusetts Dept. of Trans. Metropolitan Hwy. Sys. Rev. Series 2010 B, 5% 1/1/20 130,000 136,430 
Massachusetts Dev. Fin. Agcy. Rev.:   
(Lesley Univ. Proj.) Series 2016, 5% 7/1/20 260,000 275,228 
Series 2011, 7.25% 1/1/32 (Pre-Refunded to 1/1/21 @ 100) 1,700,000 1,915,560 
Series 2013 F, 4% 7/1/18 140,000 140,237 
Series 2016 A, 5% 7/15/22 30,000 33,638 
Series 2016 I:   
5% 7/1/21 10,000 10,791 
5% 7/1/22 15,000 16,505 
5% 7/1/23 15,000 16,799 
5% 7/1/24 25,000 28,336 
5% 7/1/25 20,000 22,958 
5% 7/1/26 20,000 23,176 
Massachusetts Edl. Fing. Auth. Rev.:   
Series 2013, 5% 7/1/19 (b) 105,000 108,116 
Series 2016 J, 5% 7/1/21 (b) 495,000 530,338 
Series 2017 A:   
3% 7/1/19 (b) 65,000 65,556 
4% 7/1/20 (b) 95,000 98,038 
Massachusetts Gen. Oblig.:   
Bonds Series 2014 D1, 1.05%, tender 7/1/20 (a) 1,980,000 1,946,696 
Series 1998 C, 0% 8/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 45,000 44,885 
Series 2007 A, 3 month U.S. LIBOR + 0.460% 2.04% 11/1/18 (a)(d) 350,000 350,025 
Series 2016 B, 5% 7/1/22 40,000 44,690 
Series 2017 A, SIFMA Municipal Swap Index + 0.470% 1.53% 2/1/19 (a)(d) 2,805,000 2,807,132 
Series 2017 B, SIFMA Municipal Swap Index + 0.600% 1.66% 2/1/20 (a)(d) 4,480,000 4,508,493 
Series 2018 B, 5% 7/1/19 5,000,000 5,177,700 
Series C, 5.5% 12/1/22 95,000 109,127 
Massachusetts Health & Edl. Facilities Auth. Rev.:   
(Baystate Health Sys. Proj.) Series 2009 I, 5.75% 7/1/36 (Pre-Refunded to 7/1/19 @ 100) 7,500,000 7,822,125 
(Partners Healthcare Sys., Inc. Proj.):   
Series 2007 G2, 1.75%, tender 6/7/18 (FSA Insured) (a) 2,170,000 2,170,000 
Series 2010, 5% 7/1/21 145,000 149,931 
Series 2009 D, 5% 7/1/18 130,000 130,317 
Massachusetts Hsg. Fin. Agcy. Hsg. Rev.:   
Bonds Series 2017, 1.5%, tender 7/1/20 (a) 340,000 337,175 
Series 2013 163:   
2.2% 6/1/19 (b) 1,175,000 1,174,201 
2.5% 6/1/20 (b) 1,235,000 1,236,914 
Massachusetts Hsg. Fin. Agcy. Multi-Family Rev. Bonds Series 2017 A, 1.22%, tender 2/1/19 (a) 2,870,000 2,850,197 
Massachusetts Port Auth. Rev. Series 2017 A:   
5% 7/1/24 (b) 65,000 74,105 
5% 7/1/25 (b) 25,000 28,750 
Medford Gen. Oblig. Series 2011 B, 4% 3/1/19 80,000 81,397 
TOTAL MASSACHUSETTS  35,510,359 
Michigan - 1.7%   
Charlotte Pub. School District Series 2015, 5% 5/1/19 330,000 339,375 
Chippewa Valley Schools Series 2016, 5% 5/1/19 500,000 514,665 
Clarkston Cmnty. Schools:   
Series 2016 I, 4% 5/1/20 90,000 93,421 
5% 5/1/22 35,000 38,775 
Detroit Swr. Disp. Rev. Series 2006 D, 3 month U.S. LIBOR + 0.600% 2.149% 7/1/32 (a)(d) 90,000 86,050 
Ferris State Univ. Rev. Series 2016:   
5% 10/1/19 100,000 104,061 
5% 10/1/20 140,000 149,723 
Grand Blanc Cmnty. Schools Series 2013:   
5% 5/1/19 25,000 25,710 
5% 5/1/20 60,000 63,399 
5% 5/1/21 45,000 48,742 
5% 5/1/22 40,000 44,330 
Grand Haven Area Pub. Schools Series 2013, 3% 5/1/20 130,000 132,765 
Grand Rapids Pub. Schools:   
Series 2016, 5% 5/1/19 (FSA Insured) 540,000 555,093 
5% 5/1/19 (FSA Insured) 115,000 118,214 
5% 5/1/23 (FSA Insured) 30,000 33,858 
Grand Valley Michigan State Univ. Rev. Series 2011, 5% 2/1/20 335,000 351,529 
Huron Valley School District Series 2011, 5% 5/1/21 510,000 550,754 
Ingham, Eaton and Clinton Counties Lansing School District Series 2016 I, 5% 5/1/19 195,000 200,450 
Kalamazoo Hosp. Fin. Auth. Hosp. Facilities Rev.:   
(Bronson Methodist Hsp, MI. Proj.) Series 2006, 5% 5/15/19 (FSA Insured) 255,000 261,872 
Series 2016:   
5% 5/15/22 20,000 21,939 
5% 5/15/24 10,000 11,279 
5% 5/15/25 15,000 17,060 
5% 5/15/26 15,000 17,187 
Kent Hosp. Fin. Auth. Hosp. Facilities Rev. (Spectrum Health Sys. Proj.) Series 2011 A:   
5% 11/15/18 25,000 25,368 
5% 11/15/19 20,000 20,907 
5% 11/15/20 165,000 176,722 
Lake Orion Cmnty. School District 5% 5/1/19 230,000 236,534 
Lapeer Cmnty. Schools Series 2016:   
4% 5/1/19 140,000 142,723 
4% 5/1/20 310,000 321,783 
Lincoln Consolidated School District Series 2016 A, 5% 5/1/19 255,000 262,010 
Michigan Bldg. Auth. Rev. (Facilities Prog.) Series 2016 I:   
5% 4/15/22 455,000 504,072 
5% 4/15/23 30,000 33,943 
5% 4/15/24 30,000 34,472 
Michigan Fin. Auth. Rev.:   
(Detroit Swr. Disp. Rev. Proj.) Series 2014 C-5, 5% 7/1/18 3,815,000 3,824,461 
(Detroit Wtr. Supply Sys. Rev. Proj.) Series 2014 D, 5% 7/1/18 925,000 927,109 
(Detroit Wtr. Supply Sys. Rev. Proj.) Series 2014 D-3, 5% 7/1/18 4,360,000 4,370,813 
(Mclaren Health Care Corp. Proj.) 5% 5/15/21 145,000 157,215 
(Unemployment Comp Oblg Asmt Proj.) Series 2012 A, 5% 7/1/19 1,540,000 1,594,732 
Bonds:   
Series 2013 M1, 1.33%, tender 6/1/18 (a) 4,300,000 4,300,000 
Series 2015 D1, 1 month U.S. LIBOR + 0.680% 1.947%, tender 6/7/18 (a)(d) 475,000 475,048 
1.1%, tender 8/15/19 (a) 1,355,000 1,340,637 
Series 2010 A, 5% 12/1/18 155,000 157,478 
Series 2012 A, 5% 6/1/18 (Escrowed to Maturity) 55,000 55,000 
Series 2012, 5% 10/1/18 1,000,000 1,011,210 
Series 2014, 4% 6/1/18 115,000 115,000 
Series 2015 A:   
5% 5/15/19 125,000 128,668 
5% 8/1/22 1,050,000 1,165,311 
5% 8/1/23 85,000 96,144 
Series 2015, 5% 12/1/18 2,115,000 2,148,819 
Series 2016:   
3% 1/1/19 25,000 25,152 
3% 1/1/20 40,000 40,567 
5% 11/15/18 265,000 268,697 
5% 11/15/19 130,000 135,573 
Michigan Gen. Oblig. Series 2016:   
3% 3/15/20 1,280,000 1,303,616 
5% 3/15/20 355,000 373,911 
5% 3/15/21 20,000 21,592 
5% 3/15/22 50,000 55,185 
5% 3/15/23 85,000 95,823 
Michigan Hosp. Fin. Auth. Rev.:   
Bonds:   
(Ascension Health Cr. Group Proj.) Series F5, 2.4%, tender 3/15/23 (a) 80,000 80,431 
Series 2005 A, 1.5%, tender 5/1/20 (a) 375,000 370,328 
Series 2005 A4, 1.625%, tender 11/1/19 (a) 160,000 159,104 
Series 2010 F3, 1.4%, tender 6/29/18 (a) 3,610,000 3,609,603 
Series 2010 F4, 1.95%, tender 4/1/20 (a) 1,150,000 1,147,321 
Series 2010 B, 5% 11/15/18 385,000 390,702 
Michigan Hsg. Dev. Auth. Multi-family Hsg. Rev. Bonds (Newman Court Apts. Proj.) Series 2017, 1.46%, tender 5/1/19 2,160,000 2,146,046 
Michigan Strategic Fund Exempt Facilities Rev. Bonds (Waste Mgmt., Inc. Proj.) 1.45%, tender 8/1/18 (a)(b) 1,000,000 999,210 
Michigan Strategic Fund Ltd. Oblig. Rev. Bonds:   
Series 2014 A, 4.125%, tender 1/1/19 (a) 5,125,000 5,132,226 
Series CC, 1.45%, tender 9/1/21 (a) 155,000 148,696 
Mount Clemens Cmnty. School District Series 2017 A:   
5% 5/1/19 185,000 190,426 
5% 5/1/20 220,000 232,890 
Portage Pub. Schools Series 2016:   
5% 5/1/19 160,000 164,693 
5% 5/1/20 175,000 185,253 
5% 5/1/23 45,000 50,787 
5% 11/1/23 30,000 34,162 
5% 5/1/24 40,000 45,815 
5% 11/1/24 45,000 51,881 
5% 5/1/25 25,000 28,925 
5% 11/1/25 25,000 29,111 
5% 5/1/26 35,000 40,860 
5% 11/1/26 25,000 29,361 
5% 11/1/28 20,000 23,256 
Rochester Cmnty. School District 5% 5/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 95,000 97,786 
Rockford Pub. Schools Gen. Oblig. Series 2015, 5% 5/1/19 220,000 226,149 
Royal Oak City School District Series 2018:   
4% 5/1/20 100,000 104,050 
5% 5/1/21 250,000 270,715 
5% 5/1/22 440,000 487,106 
Royal Oak Hosp. Fin. Auth. Hosp. Rev. Series 2014 D:   
5% 9/1/18 145,000 146,151 
5% 9/1/21 35,000 38,141 
5% 9/1/23 10,000 11,331 
Spring Lake Pub. Schools:   
Series 2014, 5% 5/1/19 50,000 51,421 
5% 11/1/19 60,000 62,580 
5% 5/1/20 805,000 850,603 
5% 11/1/20 40,000 42,876 
5% 5/1/21 90,000 97,590 
Univ. of Michigan Rev.:   
Bonds Series 2012 E, SIFMA Municipal Swap Index + 0.270% 2.02%, tender 4/1/22 (a)(d) 1,995,000 1,994,960 
Series 2018 A, 5% 4/1/19 550,000 565,164 
Warren Consolidated School District Series 2016, 4% 5/1/19 255,000 259,960 
Wayne County Arpt. Auth. Rev.:   
Series 2010 A, 5% 12/1/18 (b) 2,175,000 2,207,843 
Series 2011 A, 5% 12/1/19 (b) 675,000 704,410 
Series 2017 A:   
5% 12/1/18 300,000 304,752 
5% 12/1/19 320,000 334,666 
5% 12/1/20 155,000 166,403 
Series 2017 B:   
5% 12/1/18 (b) 100,000 101,510 
5% 12/1/19 (b) 170,000 177,356 
5% 12/1/20 (b) 185,000 197,678 
Western Michigan Univ. Rev.:   
Series 2011, 5% 11/15/18 180,000 182,698 
Series 2013, 5% 11/15/19 130,000 136,010 
Ypsilanti School District Series A, 4% 5/1/19 470,000 479,142 
Zeeland Pub. Schools Series 2015, 5% 5/1/21 445,000 478,606 
TOTAL MICHIGAN  55,795,290 
Minnesota - 0.3%   
Apple Vy Minn Sr Living Rev. Series 2016 B:   
3% 1/1/19 145,000 145,674 
3% 1/1/20 145,000 146,582 
4% 1/1/21 150,000 155,576 
4% 1/1/22 155,000 161,552 
Duluth Minn Hsg. & Redev. Auth. MultiFamily Hsg. Rev. Bonds (Terrex-Heritage Affordable LP Proj.) Series 2017, 1.67%, tender 12/1/18 1,250,000 1,248,238 
Kanabec County Minn Healthcare R Series 2018, 2.75% 12/1/19 875,000 875,123 
Maple Grove Health Care Sys. Rev. Series 2017:   
4% 5/1/20 890,000 920,100 
4% 5/1/21 110,000 115,261 
4% 5/1/22 110,000 116,611 
5% 5/1/23 110,000 122,788 
Minneapolis & Saint Paul Metropolitan Arpts. Commission Arpt. Rev.:   
Series 2014 A:   
5% 1/1/22 20,000 22,060 
5% 1/1/23 20,000 22,545 
Series 2014 B:   
5% 1/1/21 (b) 50,000 53,577 
5% 1/1/22 (b) 45,000 49,227 
5% 1/1/23 (b) 20,000 22,268 
Minnesota Hsg. Fin. Agcy. Series 2016 C, 1.6% 8/1/18 735,000 735,037 
Moorhead Edl. Facilities Rev. (The Concordia College Corp. Proj.) Series 2016, 5% 12/1/25 65,000 73,574 
Northern Muni. Pwr. Agcy. Elec. Sys. Rev. Series 2017:   
5% 1/1/22 25,000 27,475 
5% 1/1/23 25,000 27,950 
5% 1/1/24 35,000 39,702 
Rochester Health Care Facilities Rev. Bonds (Mayo Clinic Proj.) Series 2011, 4%, tender 11/15/18 (a) 2,500,000 2,524,125 
Roseville Independent School District #623 Series 2018A, 5% 2/1/21 1,715,000 1,845,203 
Saint Paul Hsg. & Redev. Auth. Rev. Bonds (Union Flats Apts. Proj.) Series 2017 B, 2.75%, tender 2/1/21 (a) 980,000 967,554 
Todd Morrison Cass & Wadena Cn Series 2016A, 1.3% 12/1/18 655,000 652,891 
Western Minnesota Muni. Pwr. Agcy. Pwr. Supply Rev. Series 2014 A:   
5% 1/1/22 20,000 22,038 
5% 1/1/23 35,000 39,324 
5% 1/1/24 20,000 22,900 
TOTAL MINNESOTA  11,154,955 
Mississippi - 0.2%   
Mississippi Bus. Fin. Co. Gulf Opp Zone Series 2017, 1.95%, tender 11/1/18 (Liquidity Facility Nat'l. Rural Utils. Coop. Fin. Corp.) (a) 5,485,000 5,487,359 
Mississippi Dev. Bank Spl. Obli Series 2011 A, 5.5% 10/1/18 130,000 130,902 
Mississippi Hosp. Equip. & Facilities Auth. Bonds (Baptist Memorial Health Care Proj.) Series 2004 B2, 2.05%, tender 7/11/18 (a)(c) 1,115,000 1,114,922 
TOTAL MISSISSIPPI  6,733,183 
Missouri - 0.4%   
Cape Girardeau County Indl. Dev. Auth. (Southeast Hosp. Proj.) Series 2017 A:   
5% 3/1/19 140,000 142,717 
5% 3/1/20 5,000 5,212 
5% 3/1/21 10,000 10,593 
5% 3/1/22 15,000 16,125 
5% 3/1/23 20,000 21,801 
5% 3/1/24 15,000 16,513 
5% 3/1/25 15,000 16,644 
5% 3/1/26 20,000 22,291 
Curators of the Univ. of Missouri Sys. Facilities Rev. Series 2014 A, 5% 11/1/18 1,120,000 1,135,512 
Independence Indl. Dev. Auth. Mfhr Series 2016, 1.5% 12/1/18 1,895,000 1,893,257 
Kansas City Santn Swr. Sys. R:   
Series 2018 A:   
4% 1/1/20 400,000 413,916 
4% 1/1/21 350,000 368,473 
Series 2018 B, 5% 1/1/20 (e) 100,000 103,345 
Kansas City Indl. Dev. Auth. Multi-family Hsg. Rev. Bonds (Gotham Apts. Proj.) Series 2018, 1.81%, tender 8/1/19 (a) 1,000,000 997,710 
Missouri Health & Edl. Facilities Rev. Series 2016, 5% 5/15/20 200,000 211,400 
Missouri Highways & Trans. Commission State Road Rev. (Exelon Generation Co. LLC Proj.) Series 2006, 5% 2/1/19 1,750,000 1,788,658 
Saint Louis Arpt. Rev.:   
Series 2005, 5.5% 7/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 250,000 250,723 
Series 2013, 5% 7/1/18 15,000 15,038 
Series 2017 B, 4% 7/1/19 (FSA Insured) (b) 4,400,000 4,496,404 
St Louis County Libr District Ctfs. Series 2013, 5% 4/1/20 1,545,000 1,632,756 
TOTAL MISSOURI  13,559,088 
Montana - 0.3%   
Montana Board of Invt. Series 2017, 1.65%, tender 3/1/19 (a) 5,270,000 5,261,041 
Montana Facility Fin. Auth. Rev. Series 2016:   
5% 2/15/19 270,000 275,800 
5% 2/15/20 1,815,000 1,906,603 
5% 2/15/21 550,000 592,048 
TOTAL MONTANA  8,035,492 
Nebraska - 0.2%   
Central Plains Energy Proj. Bonds Series 2014, 5%, tender 12/1/19 (Liquidity Facility Royal Bank of Canada) (a) 1,500,000 1,563,105 
Douglas County Hsg. Auth. (Sorensen Sr. Residences Proj.) Series 2017 A, 2.05% 3/1/20 3,000,000 2,995,380 
Nebraska Invt. Fin. Auth. Single Family Hsg. Rev. Series 2013 B:   
2.1% 3/1/19 (b) 1,255,000 1,255,351 
2.15% 9/1/19 (b) 835,000 834,783 
TOTAL NEBRASKA  6,648,619 
Nevada - 0.8%   
Clark County Arpt. Rev.:   
(Sub Lien Proj.) Series 2017 A-1:   
5% 7/1/20 (b) 1,355,000 1,433,793 
5% 7/1/21 (b) 1,825,000 1,973,263 
5% 7/1/22 (b) 85,000 93,738 
Series 2010 D, 5% 7/1/20 210,000 219,784 
Series 2014 B, 5% 7/1/18 5,500,000 5,514,740 
Series 2017 C, 5% 7/1/21 (b) 950,000 1,025,715 
Clark County McCarran Int'l. Arpt. Passenger Facility Charge Rev. Series 2015 C, 5% 7/1/19 1,875,000 1,939,181 
Clark County Poll. Cont. Rev. Bonds (Nevada Pwr. Co. Projs.) Series 2017, 1.6%, tender 5/21/20 (a) 1,060,000 1,047,842 
Clark County School District:   
Series 2007 A:   
4% 6/15/18 390,000 390,296 
4.5% 6/15/19 85,000 86,877 
Series 2008 A:   
5% 6/15/18 590,000 590,631 
5% 6/15/19 (Pre-Refunded to 6/15/18 @ 100) 95,000 95,105 
Series 2012 A, 5% 6/15/19 320,000 330,339 
Series 2015 A:   
5% 6/15/18 2,355,000 2,357,520 
5% 6/15/19 1,935,000 1,997,520 
Series 2015 D:   
5% 6/15/18 2,630,000 2,632,814 
5% 6/15/20 210,000 222,430 
Series 2016 A:   
5% 6/15/21 35,000 37,836 
5% 6/15/23 30,000 33,675 
Series 2016 F, 5% 6/15/18 320,000 320,342 
Series 2017 B, 5% 6/15/19 205,000 211,624 
Series 2017 C, 5% 6/15/20 925,000 979,751 
Series 2017 D, 5% 6/15/20 230,000 243,614 
Humboldt County Nev Poll. Cont. Rev. Bonds (Seirra Pacific Pwr. Co. Projs.) Series 2016 A, 1.25%, tender 6/3/19 (a) 45,000 44,629 
Las Vegas Valley Wtr. District Wtr. Impt. Gen. Oblig.:   
Series 2012 B, 5% 6/1/18 45,000 45,000 
Series 2016 B, 3% 6/1/18 20,000 20,000 
Nevada Gen. Oblig.:   
Series 2010 C, 5% 6/1/19 265,000 273,562 
Series 2012 B, 5% 8/1/20 50,000 53,338 
Series 2013 D1, 5% 3/1/24 60,000 67,812 
Washoe County Gas & Wtr. Facilities Bonds (Seirra Pacific Pwr. Co. Projs.) Series 2016 B, 3%, tender 6/1/22 (a) 115,000 117,347 
Washoe County Gas Facilities Rev. Bonds (Seirra Pacific Pwr. Co. Projs.) Series 2016 A, 1.5%, tender 6/3/19 (a)(b) 680,000 675,260 
TOTAL NEVADA  25,075,378 
New Hampshire - 0.2%   
New Hampshire Bus. Fin. Auth. Solid Waste Disp. Rev. Bonds (Waste Mgmt., Inc. Proj.) Series 2003, 2.125%, tender 6/1/18 (a)(b) 220,000 220,000 
New Hampshire Health & Ed. Facilities Auth. Rev.:   
(Dartmouth-Hitchcock Obligated Group Proj.) Series 2010, 5% 8/1/40 (Pre-Refunded to 8/1/20 @ 100) 2,000,000 2,128,700 
(Southern NH Med. Ctr. Proj.) Series 2016:   
3% 10/1/19 160,000 162,037 
3% 10/1/21 225,000 228,924 
(Wentworth-Douglas Hosp. Proj.) Series 2011 A, 6% 1/1/34 (Pre-Refunded to 1/1/21 @ 100) 2,710,000 2,979,970 
Series 2012:   
4% 7/1/20 60,000 62,079 
4% 7/1/21 35,000 36,692 
Series 2016:   
3% 10/1/18 795,000 797,854 
3% 10/1/20 280,000 284,343 
5% 10/1/21 25,000 26,940 
5% 10/1/23 35,000 38,820 
TOTAL NEW HAMPSHIRE  6,966,359 
New Jersey - 2.7%   
Camden County Impt. Auth. Health Care Redev. Rev. Series 2014 A:   
5% 2/15/20 70,000 73,198 
5% 2/15/21 55,000 58,815 
5% 2/15/22 55,000 60,049 
5% 2/15/23 70,000 77,675 
East Orange Series 2013 A, 4% 6/1/18 145,000 145,000 
Garden State Preservation Trust Open Space & Farmland Preservation Series 2012 A, 5% 11/1/19 2,315,000 2,401,072 
Hudson County Impt. Auth. Rev. (Local Unit Ln. Prog.) Series 2018 A1, 2.5% 3/21/19 4,000,000 4,027,360 
Jersey City Gen. Oblig. Series 2015, 4% 2/15/20 (FSA Insured) 134,000 138,561 
New Jersey Bldg. Auth. State Bldg. Rev.:   
Series 2013 A, 5% 6/15/18 195,000 195,179 
Series 2016 A, 5% 6/15/19 145,000 149,099 
New Jersey Econ. Dev. Auth. Rev.:   
(New Jersey Gen. Oblig. Proj.):   
Series 2008 A, 5% 5/1/19 150,000 153,753 
Series 2009 AA, 5.25% 12/15/20 255,000 262,589 
Series 2011 EE, 4.5% 9/1/20 80,000 83,126 
Series 2017 B, 5% 11/1/19 1,940,000 2,013,235 
(Provident Montclair Proj.) Series 2017:   
4% 6/1/22 (FSA Insured) 20,000 21,227 
5% 6/1/23 (FSA Insured) 25,000 27,841 
5% 6/1/24 (FSA Insured) 20,000 22,529 
Series 2005 K, 5.5% 12/15/19 175,000 183,454 
Series 2010 DD, 5% 12/15/18 995,000 1,009,875 
Series 2011 EE:   
5% 9/1/18 390,000 392,722 
5% 9/1/20 30,000 31,497 
5% 9/1/20 (Escrowed to Maturity) 105,000 111,988 
Series 2012 II:   
5% 3/1/21 150,000 158,604 
5% 3/1/22 135,000 144,879 
Series 2012, 5% 6/15/18 2,560,000 2,562,381 
Series 2013 NN, 5% 3/1/19 (Escrowed to Maturity) 180,000 184,327 
Series 2013:   
5% 3/1/20 1,270,000 1,324,839 
5% 3/1/23 130,000 141,526 
Series 2014 PP, 5% 6/15/19 3,480,000 3,578,380 
Series 2014 UU, 5% 6/15/19 475,000 488,428 
Series 2015 XX, 5% 6/15/19 3,560,000 3,660,641 
Series 2016 AAA, 5% 6/15/18 75,000 75,069 
Series 2016 BBB, 5% 6/15/21 1,090,000 1,158,550 
Series 2017 B:   
5% 11/1/18 765,000 773,859 
5% 11/1/20 2,180,000 2,296,107 
Series 2017 DDD:   
5% 6/15/19 130,000 133,675 
5% 6/15/20 130,000 135,948 
5% 6/15/22 220,000 237,193 
Series EE, 5.25% 9/1/19 470,000 487,211 
Series PP, 5% 6/15/20 50,000 52,288 
New Jersey Edl. Facilities Auth. Rev. Series 2010 H, 5% 7/1/18 (Escrowed to Maturity) 32,000 32,085 
New Jersey Edl. Facility:   
( William Paterson College Proj.) Series 2017 B, 5% 7/1/20 123,000 130,230 
Series 2014:   
5% 6/1/18 70,000 70,000 
5% 6/15/20 240,000 251,172 
5% 6/15/21 240,000 255,670 
Series 2016 A:   
4% 7/1/18 80,000 80,105 
5% 7/1/21 50,000 53,401 
5% 7/1/22 140,000 152,062 
5% 7/1/23 75,000 82,754 
5% 7/1/24 175,000 194,712 
New Jersey Gen. Oblig.:   
Series 2005 L, 5.25% 7/15/19 155,000 160,763 
Series 2014, 5% 6/1/19 160,000 164,930 
Series 2016 T:   
5% 6/1/19 235,000 242,240 
5% 6/1/20 175,000 184,919 
New Jersey Health Care Facilities Fing. Auth. Rev.:   
(AHS Hosp. Corp. Proj.) Series 2016, 5% 7/1/18 835,000 837,104 
(Barnabas Health Proj.) Series 2011 A, 5% 7/1/20 (Escrowed to Maturity) 2,320,000 2,464,652 
Series 2008:   
5% 7/1/18 1,000,000 1,002,620 
5% 7/1/18 45,000 45,113 
Series 2010, 5% 1/1/19 55,000 56,037 
Series 2013 A, 5% 7/1/18 45,000 45,115 
Series 2016 A:   
5% 7/1/19 35,000 35,982 
5% 7/1/19 100,000 103,249 
5% 7/1/21 5,000 5,378 
5% 7/1/22 5,000 5,485 
5% 7/1/23 15,000 16,701 
5% 7/1/24 20,000 22,466 
5% 7/1/24 10,000 11,233 
5% 7/1/24 25,000 28,321 
5% 7/1/25 10,000 11,321 
5% 7/1/26 5,000 5,685 
5% 7/1/27 5,000 5,670 
Series 2016:   
3% 7/1/18 220,000 220,123 
4% 7/1/19 265,000 269,187 
4% 7/1/20 425,000 436,590 
5% 7/1/19 260,000 268,702 
5% 7/1/20 515,000 546,348 
5% 7/1/21 220,000 234,764 
4% 7/1/19 (Escrowed to Maturity) 65,000 66,480 
New Jersey Higher Ed. Student Assistance Auth. Student Ln. Rev.:   
Series 2011, 5% 12/1/18 (b) 430,000 436,343 
Series 2012 1A, 5% 12/1/20 (b) 2,000,000 2,127,540 
Series 2013:   
5% 12/1/18 (b) 130,000 131,918 
5% 12/1/19 (b) 85,000 88,499 
5% 12/1/21 (b) 1,500,000 1,622,550 
Series 2015 1A, 5% 12/1/21 (b) 4,400,000 4,759,480 
Series 2017 1A:   
5% 12/1/22 (b) 15,000 16,497 
5% 12/1/23 (b) 45,000 50,055 
Series 2017 1B:   
5% 12/1/19 (b) 505,000 525,791 
5% 12/1/20 (b) 715,000 760,596 
5% 12/1/21 (b) 20,000 21,634 
Series 2018 B:   
5% 12/1/18 (b) 250,000 253,688 
5% 12/1/20 (b) 4,275,000 4,547,617 
5% 12/1/21 (b) 710,000 768,007 
New Jersey Hsg. & Mtg. Fin. Agcy. Multi-family Rev.:   
Series 2017 A:   
1.35% 11/1/18 375,000 374,265 
1.5% 11/1/19 130,000 129,227 
Series 2017 B, 1.75% 11/1/20 1,800,000 1,795,770 
New Jersey Tobacco Settlement Fing. Corp. Series 2018 A:   
5% 6/1/19 3,190,000 3,285,413 
5% 6/1/20 3,050,000 3,223,484 
5% 6/1/21 1,660,000 1,791,356 
New Jersey Tpk. Auth. Tpk. Rev.:   
Bonds Series 2017 C, 1 month U.S. LIBOR + 0.460% 1.795%, tender 1/1/21 (a)(d) 5,905,000 5,921,652 
Series 2013 A:   
5% 1/1/24 (Pre-Refunded to 7/1/22 @ 100) 85,000 95,001 
5% 1/1/24 (Pre-Refunded to 7/1/22 @ 100) 10,000 11,177 
Series 2017 C1, 1 month U.S. LIBOR + 0.340% 1.675% 1/1/21 (a)(d) 195,000 194,903 
New Jersey Trans. Trust Fund Auth.:   
(New Jersey Gen. Oblig. Proj.):   
Series 2011 A, 5% 6/15/18 175,000 175,161 
Series 2015 AA, 4% 6/15/18 135,000 135,084 
(New Jersey St Grant Anticipati Proj.) Series 2016 A-1, 5% 6/15/21 130,000 130,295 
Series 1999 A:   
5.75% 6/15/18 140,000 140,161 
5.75% 6/15/20 70,000 73,273 
Series 2003 B, 5.25% 12/15/19 85,000 88,788 
Series 2006, 5.25% 12/15/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 100,000 108,813 
Series 2010 D, 5% 12/15/18 50,000 50,748 
Series 2011 B, 5% 6/15/18 275,000 275,253 
Series 2012 AA:   
4% 6/15/18 300,000 300,186 
5% 6/15/19 35,000 35,989 
Series 2013 A:   
5% 6/15/18 470,000 470,432 
5% 12/15/18 2,000,000 2,029,900 
5% 12/15/19 1,305,000 1,358,283 
5% 6/15/20 515,000 538,973 
Series 2013 AA, 5% 6/15/19 120,000 123,392 
Series 2016 A:   
5% 6/15/20 2,235,000 2,339,509 
5% 6/15/27 90,000 99,644 
Series 2016 A-1 & A-2, 5% 6/15/19 1,180,000 1,213,359 
Series AA:   
5% 6/15/19 1,615,000 1,660,656 
5% 6/15/20 375,000 392,456 
New Jersey Transit Corp. Ctfs. of Prtn. Series 2014 A:   
5% 9/15/18 1,000,000 1,008,740 
5% 9/15/19 530,000 549,849 
5% 9/15/21 105,000 112,324 
South Jersey Port Corp. Rev. Series 2012 R:   
4% 1/1/19 (b) 700,000 705,467 
4% 1/1/20 (b) 1,750,000 1,779,663 
Southampton N J School District Series 2017 A, 2.25% 6/28/18 700,000 700,301 
TOTAL NEW JERSEY  87,562,280 
New Mexico - 0.4%   
Farmington Poll. Cont. Rev. Bonds:   
(Pub. Svc. Co. of New Mexico Proj.) Series 2010 A, 5.2%, tender 6/1/20 (a) 220,000 232,219 
(Southern California Edison Co. Four Corners Proj.):   
Series 2005 A, 1.875%, tender 4/1/20 (a) 1,010,000 1,001,819 
Series 2005 B, 1.875%, tender 4/1/20 (a) 690,000 684,411 
Series 2011, 1.875%, tender 4/1/20 (a) 135,000 133,907 
New Mexico Mtg. Fin. Auth. Multi-family Hsg. Rev. Bonds Series 2017, 1.35%, tender 6/1/19 (a) 305,000 302,737 
New Mexico Muni. Energy Acquisition Auth. Gas Supply Rev. Bonds:   
Series 2014 A, 5%, tender 8/1/19 (Liquidity Facility Royal Bank of Canada) (a) 2,160,000 2,232,511 
Series 2014 B, 2.028%, tender 8/1/19 (Liquidity Facility Royal Bank of Canada) (a) 8,975,000 8,984,603 
TOTAL NEW MEXICO  13,572,207 
New York - 3.4%   
Dorm. Auth. New York Univ. Rev.:   
Series 2016 A:   
5% 7/1/22 10,000 11,090 
5% 7/1/24 40,000 45,797 
Series 2017 4% 12/1/20 (c) 200,000 206,030 
Series 2017:   
4% 12/1/18 (c) 300,000 302,097 
4% 12/1/19 (c) 300,000 305,841 
Dutchess County Local Dev. Corp. Rev. (Health Quest Systems, Inc. Proj.) Series 2010 A:   
5% 7/1/18 (Assured Guaranty Corp. Insured) (FSA Insured) 25,000 25,062 
5% 7/1/19 (Assured Guaranty Corp. Insured) (FSA Insured) 15,000 15,491 
Ilion Hsg. Auth. Spl. Ltd. Obl Bonds (John Guy Prindle Apts. Proj.) Series 2017, 2%, tender 1/1/19 (a) 705,000 704,034 
Long Island Pwr. Auth. Elec. Sys. Rev.:   
Bonds Series 2015 C, 2.215%, tender 6/1/18 (a) 2,180,000 2,180,349 
Series 2000 A, 0% 6/1/19 (FSA Insured) 135,000 132,492 
Series 2008 A, 6% 5/1/33 (Pre-Refunded to 5/1/19 @ 100) 1,930,000 2,005,174 
Series 2016 B:   
5% 9/1/25 60,000 70,137 
5% 9/1/26 25,000 29,546 
New York City Hsg. Dev. Corpm Bonds:   
Series 2016 1-2-B, 1.85%, tender 5/1/19 (a) 3,500,000 3,495,905 
Series 2017 G-2, 2%, tender 12/31/21 (a) 2,630,000 2,631,631 
New York City Gen. Oblig.:   
Series 2006, 1.75%, tender 6/1/36 (FSA Insured) (a) 5,125,000 5,125,000 
Series 2007 C-4, 1.85%, tender 1/1/32 (FSA Insured) (a) 225,000 225,000 
Series 2007, 1.85%, tender 6/6/18 (FSA Insured) (a) 6,500,000 6,500,000 
Series 2008 A-3, 1.85%, tender 8/1/26 (FSA Insured) (a) 1,550,000 1,550,000 
Series 2008 C-4, 1.75%, tender 10/1/27 (a) 12,925,000 12,925,000 
Series 2015 A, 5% 8/1/19 1,000,000 1,038,260 
Series 2015 C, 5% 8/1/25 35,000 40,779 
Series 2015 F, SIFMA Municipal Swap Index + 0.650% 1.71% 2/15/19 (a)(d) 255,000 255,648 
New York City Transitional Fin. Auth. Rev.:   
Series 2012 A, 5% 11/1/20 100,000 107,532 
Series 2015 C, 5% 11/1/18 1,080,000 1,095,401 
Series B:   
5% 11/1/20 95,000 99,438 
5% 11/1/20 (Pre-Refunded to 11/1/19 @ 100) 35,000 36,530 
New York Dorm. Auth. Mental Health Svcs. Facilities Impt. Rev. Series 2012 A, 4% 5/15/20 175,000 182,607 
New York Dorm. Auth. Rev. Series 2015 D, 5% 10/1/18 2,000,000 2,022,160 
New York Metropolitan Trans. Auth. Dedicated Tax Fund Rev. Bonds Series 2008 B, SIFMA Municipal Swap Index + 0.370% 1.43%, tender 6/7/18 (a)(d) 655,000 655,046 
New York Metropolitan Trans. Auth. Rev.:   
Bonds:   
Series 2011 B, 1.828%, tender 11/1/22 (a) 1,745,000 1,744,494 
Series 2012 A, SIFMA Municipal Swap Index + 0.500% 1.56%, tender 6/7/18 (a)(d) 2,180,000 2,180,087 
Series 2014 D-2, SIFMA Municipal Swap Index + 0.450% 1.51%, tender 11/15/22 (a)(d) 6,540,000 6,524,631 
Series 2018 A, 5%, tender 11/15/20 (a) 3,000,000 3,202,740 
Series 2003 B, 5.25% 11/15/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 115,000 120,726 
Series 2008 B2:   
5% 11/15/19 135,000 141,241 
5% 11/15/20 120,000 128,764 
5% 11/15/21 110,000 120,707 
Series 2012 B, 5% 11/15/22 45,000 50,432 
Series 2012 D, 5% 11/15/18 55,000 55,849 
Series 2012 E:   
4% 11/15/19 40,000 41,280 
4% 11/15/19 (Escrowed to Maturity) 50,000 51,644 
5% 11/15/21 55,000 60,354 
Series 2012 F, 5% 11/15/19 110,000 115,085 
Series 2014 C, 5% 11/15/21 60,000 65,840 
Series 2016 B, 5% 11/15/21 50,000 54,867 
Series 2017 C:   
4% 2/15/19 510,000 518,328 
4% 2/15/19 1,695,000 1,722,679 
4% 2/15/19 1,280,000 1,300,902 
4% 5/15/19 1,485,000 1,516,794 
Series 2018 A-2, 4% 8/15/19 10,000,000 10,263,400 
Series 2018 A-4, 4% 8/15/19 1,000,000 1,026,340 
Series 2018 A-5, 4% 8/15/19 1,000,000 1,026,340 
New York St Mtg. Agcy. Homeowner:   
Series 183, 2.2% 4/1/19 (b) 1,000,000 1,002,840 
Series 2014 189:   
1.75% 4/1/19 (b) 1,335,000 1,332,050 
2.5% 10/1/21 (b) 1,640,000 1,637,376 
New York State Energy Research & Dev. Auth. Poll. Cont. Rev. Series 1999, 1.84%, tender 6/1/18 (AMBAC Insured) (a) 300,000 300,000 
New York State Envir. Facilities Corp. Solid Waste Disp. Rev. Bonds (Waste Mgmt., Inc. Proj.) Series 2012, 1.95%, tender 8/1/18 (a)(b) 5,000,000 5,000,050 
New York Thruway Auth. Gen. Rev.:   
Series 2013 A, 5% 5/1/19 11,600,000 11,949,856 
Series 2018 L, 4% 1/1/19 1,260,000 1,277,300 
New York Trans. Dev. Corp.:   
(Delta Air Lines, Inc. Laguardia Arpt. Terminals C&D Redev. Proj.) Series 2018, 5% 1/1/22 (b) 1,500,000 1,626,390 
Series 2016, 5% 8/1/18 (b) 2,395,000 2,405,706 
New York Urban Dev. Corp. Rev.:   
(New York State Gen. Oblig. Proj.) Series 2008 D, 5.5% 1/1/19 3,000,000 3,067,020 
Series 2017 A, 5% 3/15/22 30,000 33,295 
Oyster Bay Gen. Oblig.:   
Series 2017 A, 3.5% 6/1/18 (Escrowed to Maturity) 1,435,000 1,435,000 
Series 2018, 4% 2/15/20 2,000,000 2,053,860 
Suffolk County Gen. Oblig. Series 2015 B, 2% 10/15/19 195,000 195,495 
Yonkers Gen. Oblig.:   
Series 2015 D, 4% 8/1/18 680,000 682,434 
Series 2015 E, 4% 9/1/18 265,000 266,423 
Series 2017 C, 5% 10/1/22 (Build America Mutual Assurance Insured) 55,000 61,318 
TOTAL NEW YORK  110,379,014 
New York And New Jersey - 0.2%   
Port Auth. of New York & New Jersey:   
Series 2016:   
5% 10/1/18 (b) 2,000,000 2,021,640 
5% 10/1/19 (b) 1,125,000 1,171,294 
Series 2018, 5% 9/15/22 (b) 4,000,000 4,437,720 
TOTAL NEW YORK AND NEW JERSEY  7,630,654 
North Carolina - 0.7%   
Charlotte Int'l. Arpt. Rev. Series 2010 B, 5.25% 7/1/18 (b) 190,000 190,523 
Dare County Ctfs. of Prtn. Series 2012 B:   
4% 6/1/18 30,000 30,000 
4% 6/1/20 20,000 20,785 
5% 6/1/19 30,000 30,972 
Durham Hsg. Auth. MultiFamily Hsg. Rev. Bonds Series 2017, 1.85%, tender 1/1/21 875,000 871,754 
Gastonia Hsg. Auth. Multi-family Hsg. Rev. Bonds Series 2017:   
1.78%, tender 11/1/20 2,285,000 2,275,197 
1.78%, tender 11/1/20 1,090,000 1,085,324 
1.78%, tender 11/1/20 1,035,000 1,030,560 
Montgomery County Pub. Facilities Corp. Ltd. Oblig. Series 2018, 3% 9/1/20 2,500,000 2,541,250 
North Carolina Cap. Facilities Fin. Agcy. Rev. Bonds:   
(, Inc. Proj.) Series 2010 B, 1.65%, tender 6/1/18 (a)(b) 2,000,000 2,000,000 
(Republic Svcs., Inc. Proj.) Series 2013, 1.7%, tender 6/15/18 (a)(b) 2,975,000 2,975,387 
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.:   
Series 2009 D, 5% 1/1/26 (Pre-Refunded to 1/1/19 @ 100) 2,220,000 2,261,847 
Series 2018 A, 5.5% 1/1/26 (Pre-Refunded to 1/1/19 @ 100)(Escrowed to Maturity) 1,500,000 1,532,985 
North Carolina Grant Anticipation Rev. Series 2017:   
5% 3/1/21 110,000 118,819 
5% 3/1/22 80,000 88,486 
5% 3/1/23 80,000 90,301 
North Carolina Hsg. Fin. Agcy. Multi Hsg. Rev. Bonds Series 2016 A, 1.5%, tender 6/1/18 (a) 2,795,000 2,795,000 
North Carolina Med. Care Commission Hosp. Rev. (North Carolina Baptist Hosp. Proj.) Series 2010, 5% 6/1/18 85,000 85,000 
North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev.:   
Series 2010 A, 5% 1/1/20 115,000 120,596 
Series 2010 B, 5% 1/1/21 310,000 324,049 
Series 2012 A, 5% 1/1/19 170,000 173,313 
Series 2015 E:   
5% 1/1/22 110,000 121,010 
5% 1/1/23 35,000 39,324 
Series C, 5% 1/1/21 125,000 127,291 
TOTAL NORTH CAROLINA  20,929,773 
Ohio - 1.4%   
Akron Bath Copley Hosp. District Rev. Series 2016, 5% 11/15/24 45,000 50,351 
Allen County Hosp. Facilities Rev.:   
(Mercy Health Proj.) Series 2010B, 5% 9/1/18 255,000 256,969 
Bonds:   
(Mercy Health Proj.) Series 2015 B, SIFMA Municipal Swap Index + 0.750% 1.81%, tender 5/1/20 (a)(d) 3,330,000 3,330,733 
Series 2017 B, 5%, tender 5/5/22 (a) 120,000 132,835 
Series 2017 A, 5% 8/1/21 780,000 842,790 
American Muni. Pwr., Inc. Rev. Bonds:   
Series 2015 B, 5%, tender 8/15/19 (a) 2,000,000 2,041,700 
Series B, 5%, tender 8/15/20 (a) 1,065,000 1,115,896 
Cincinnati City School District 5.25% 12/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 3,080,000 3,134,362 
Cleveland Arpt. Sys. Rev.:   
Series 2016 A, 5% 1/1/26 (FSA Insured) 10,000 11,319 
5% 1/1/20 (FSA Insured) 10,000 10,471 
5% 1/1/22 (FSA Insured) 30,000 32,883 
5% 1/1/24 (FSA Insured) 25,000 28,289 
5% 1/1/25 (FSA Insured) 25,000 28,588 
Cleveland Ctfs. of Prtn. Series 2010 A, 5% 11/15/19 575,000 598,305 
Cleveland Pub. Pwr. Sys. Rev.:   
Series 2016 A, 5% 11/15/19 485,000 504,584 
Series 2016, 5% 11/15/21 (FSA Insured) 1,400,000 1,527,974 
Columbus Gen. Oblig. Series 2017 A, 2% 4/1/19 3,000,000 3,009,780 
Cuyahoga Metropolitan Hsg. Auth. Bonds:   
(Carver Park Phase II Proj.) Series 2018, 2.2%, tender 6/1/20 (a) 3,000,000 3,003,480 
Series 2016, 1%, tender 12/1/18 (a) 1,740,000 1,732,379 
Fairfield County Hosp. Facilities Rev. (Fairfield Med. Ctr. Proj.) Series 2013:   
5% 6/15/22 45,000 48,838 
5% 6/15/23 40,000 43,925 
Franklin County Hosp. Facilities Rev. Series 2016 C, 5% 11/1/23 60,000 68,587 
Franklin County Multi-family Rev. Bonds Series 2017, 1.3%, tender 6/1/19 (a) 875,000 870,039 
Franklin County Rev. Bonds Series 2013 OH, 1.8%, tender 8/1/18 (a) 7,500,000 7,502,325 
Hamilton County Convention Facilities Auth. Rev. Series 2014:   
5% 12/1/19 40,000 41,821 
5% 12/1/20 50,000 53,351 
5% 12/1/21 45,000 48,959 
Hamilton County HealthCare Facilities Rev.:   
(Christ Hosp. Proj.) Series 2012, 5% 6/1/18 110,000 110,000 
(Christ Hosp., OH. Proj.) Series 2012, 5% 6/1/20 220,000 232,736 
Jobsohio Beverage Sys. Statewide Series 2013 A, 5% 1/1/20 4,310,000 4,523,862 
Lancaster Port Auth. Gas Rev.:   
Bonds Series 2014, 1.998%, tender 8/1/19 (Liquidity Facility Royal Bank of Canada) (a) 2,090,000 2,092,801 
Series 2014, 1.828% 8/1/18 (Liquidity Facility Royal Bank of Canada) (a) 875,000 874,895 
Lucas County Hosp. Rev. Series 2011, 5.25% 11/15/27 (Pre-Refunded to 11/15/21 @ 100) 1,070,000 1,183,762 
Mahoning County Series 2017, 2% 9/24/18 865,000 866,176 
Miami Univ. Series 2014, 5% 9/1/21 530,000 579,476 
Miami Vy Career Technical Ctr. Series 2018, 3% 12/1/18 1,110,000 1,117,415 
Ohio Gen. Oblig. Series 2012 C, 5% 9/15/21 95,000 104,193 
Ohio Higher Edl. Facility Commission Rev.:   
(Kenyon College, Oh. Proj.) Series 2017, 4% 7/1/19 50,000 51,144 
(Kenyon College, Oh. Proj.) Series 2017, 4% 7/1/20 50,000 52,064 
Bonds Series 2014, 2.25%, tender 8/31/18 (a) 265,000 265,223 
Ohio Hosp. Facilities Rev. Series 2017 A:   
4% 1/1/20 55,000 56,827 
5% 1/1/21 60,000 64,526 
5% 1/1/22 35,000 38,528 
5% 1/1/23 45,000 50,580 
5% 1/1/24 40,000 45,755 
5% 1/1/25 45,000 52,225 
Ohio Wtr. Dev. Auth. Wtr. Poll. Cont. Rev. Series 2017 B, SIFMA Municipal Swap Index + 0.220% 1.28% 12/1/20 (a)(d) 860,000 859,940 
Scioto County Hosp. Facilities Rev. Series 2016:   
5% 2/15/20 300,000 314,886 
5% 2/15/21 15,000 16,089 
5% 2/15/22 25,000 27,379 
5% 2/15/23 45,000 50,145 
5% 2/15/24 35,000 39,539 
5% 2/15/25 35,000 39,992 
5% 2/15/26 25,000 28,821 
Univ. of Akron Gen. Receipts Series 2010 A, 5% 1/1/19 (FSA Insured) 190,000 193,538 
Univ. of Cincinnati Gen. Receipts Series 2009 C, 5% 6/1/18 (Assured Guaranty Corp. Insured) 130,000 130,000 
TOTAL OHIO  44,134,050 
Oklahoma - 0.2%   
Cleveland County Okla Justice Auth. Series 2015, 3% 3/1/19 330,000 332,897 
Garfield County Okla Independent School D Series 2014 A, 0.95% 6/1/18 110,000 110,000 
Midwest City- Del City School Dis Series 2018 A, 2.5% 1/1/20 660,000 666,316 
Oklahoma Capitol Impt. Auth. Facilities Rev. Series 2010 A, 5% 7/1/18 485,000 486,300 
Oklahoma County Fin. Auth. Edl. Facilities (Midwest City- Del City School Dis Proj.) Series 2018:   
5% 10/1/19 165,000 171,590 
5% 10/1/21 240,000 260,381 
Oklahoma County Okla Independent School D Series 2017:   
1.75% 7/1/19 240,000 238,471 
1.75% 7/1/20 265,000 260,484 
Oklahoma Dev. Fin. Auth. Rev.:   
(Saint John Health Sys. Proj.) Series 2012, 5% 2/15/23 (Pre-Refunded to 2/15/22 @ 100) 55,000 60,747 
Series 2004 A, 2.375% 12/1/21 (a) 30,000 29,816 
Series 2012, 5% 2/15/21 (Escrowed to Maturity) 35,000 37,781 
Oklahoma Hsg. Fin. Agcy. Collateralized Bonds Series 2016, 0.85%, tender 7/1/18 (a) 545,000 544,689 
Oklahoma St. Tpk. Auth. Tpk. Rev. Series 2011 A, 3% 1/1/19 2,000,000 2,015,260 
Tulsa County Indl. Auth. Edl. Facilities Lease Rev.:   
(Jenks Pub. Schools Proj.) Series 2009, 5.5% 9/1/18 115,000 116,088 
Series 2018, 5% 9/1/20 1,500,000 1,599,150 
TOTAL OKLAHOMA  6,929,970 
Oregon - 0.1%   
Ed. Dists Short Term. Borrowing Prog. Series 2018 A, 2.5% 12/31/18 (e) 1,300,000 1,305,746 
Oregon Facilities Auth. Rev.:   
(Legacy Health Proj.) Series 2011 A, 5.25% 5/1/19 90,000 92,792 
Series 2011 C, 5% 10/1/20 110,000 117,613 
Oregon Gen. Oblig.:   
Series 2018 A, 3% 5/1/19 1,000,000 1,012,380 
Series 2018 C, 3% 6/1/19 330,000 334,429 
Port of Portland Arpt. Rev. 5% 7/1/18 (b) 120,000 120,308 
TOTAL OREGON  2,983,268 
Pennsylvania - 2.6%   
Adams County Indl. Dev. Auth. Rev. Series 2010, 5% 8/15/20 450,000 478,467 
Allegheny County Arpt. Auth. Rev. Series 2006 B, 5% 1/1/19 (b) 500,000 508,555 
Allegheny County Hosp. Dev. Auth. Rev. Series 2010 A, 5% 5/15/19 270,000 278,257 
Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds Series 2008 B, 4.25%, tender 4/1/21 (a)(f) 1,090,000 1,046,400 
Bethlehem Area School District Auth. Bonds (School District Rfdg. Proj.) Series 2018 A, 1 month U.S. LIBOR + 0.480% 1.863%, tender 11/1/21 (a)(d) 4,000,000 3,998,960 
Butler County Hosp. Auth. Hosp. Rev. (Butler Memorial Hosp., Proj.) Series 2009 B, 7.25% 7/1/39 (Pre-Refunded to 7/1/19 @ 100) 1,130,000 1,194,625 
Centre County Pennsylvania Hosp. Auth. Rev. (Mount Nittany Med. Ctr. Proj.) Series 2018 A:   
2% 11/15/18 1,230,000 1,231,513 
3% 11/15/19 1,000,000 1,015,480 
Chester County Health & Ed. Auth. Rev. Series 2017:   
4% 11/1/19 145,000 145,866 
5% 11/1/20 155,000 159,453 
5% 11/1/21 160,000 166,078 
Commonwealth Fing. Auth. Tobm Series 2018, 5% 6/1/21 1,000,000 1,074,320 
Cumberland County Muni. Auth. Rev. Bonds Series 2014 T1, 2%, tender 4/30/20 (a) 325,000 320,619 
Doylestown Hosp. Auth. Hosp. Rev. Series 2016 B, 5% 7/1/20 150,000 156,666 
Easton Area School District Series 2013 A, 5% 4/1/23 705,000 768,887 
Indiana County Indl. Dev. Auths Series 2017 A, 1.55% 4/1/19 2,180,000 2,172,762 
Lehigh County Indl. Dev. Auth. Poll. Cont. Rev. Bonds:   
(PPL Elec. Utils. Corp. Proj.) Series 2016 A, 1.8%, tender 9/1/22 (a) 55,000 53,654 
Series B, 1.8%, tender 8/15/22 (a) 75,000 73,478 
Lycoming County Auth. Rev. Bonds Series 2013 S2, 1.85%, tender 11/1/19 (a) 435,000 435,000 
Lycoming County Auth. College Rev. Series 2016:   
4% 10/1/18 130,000 130,944 
4% 10/1/19 255,000 262,035 
Monroeville Fin. Auth. UPMC Rev. Series 2014 B, 3% 2/1/19 50,000 50,427 
Montgomery County Higher Ed. & Health Auth. Hosp. Rev. Series 2009 A, 5% 6/1/18 895,000 895,000 
Montgomery County Higher Ed. & Health Auth. Rev.:   
Series 2014 A:   
4% 10/1/18 20,000 20,109 
4% 10/1/19 15,000 15,311 
5% 10/1/20 30,000 31,718 
5% 10/1/23 5,000 5,554 
Series 2017:   
2% 12/1/18 125,000 125,024 
2% 12/1/19 160,000 159,650 
2% 12/1/20 145,000 143,779 
3% 12/1/21 155,000 157,265 
Series 2018 A, 5% 9/1/19 500,000 519,105 
Montgomery County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (Exelon Generation Co. LLC Proj.) Series 2015 A, 2.6%, tender 9/1/20 (a) 1,090,000 1,088,801 
North Pennsylvania Wtr. Auth. Wtr. Rev.:   
Bonds Series 2014, 1.778%, tender 11/1/19 (a) 1,090,000 1,089,989 
Series 2014:   
1.628% 11/1/18 (a) 155,000 154,896 
1.688% 11/1/19 (a) 220,000 219,765 
Northeastern Hosp. & Ed. Auth. Series 2016 A:   
4% 3/1/20 160,000 164,088 
5% 3/1/21 110,000 116,728 
Pennsylvania Ctfs. Prtn. Series 2018 A, 5% 7/1/20 300,000 316,566 
Pennsylvania Econ. Dev. Auth. Governmental Lease (Forum Place Proj.) Series 2012:   
5% 3/1/19 50,000 51,172 
5% 3/1/20 45,000 47,338 
Pennsylvania Econ. Dev. Fing. Auth. Indl. Dev. Rev.:   
Series 2014 A, 4% 2/1/19 45,000 45,677 
Series 2016, 4% 3/15/19 795,000 809,103 
Pennsylvania Econ. Dev. Fing. Auth. Solid Waste Disp. Rev. Bonds:   
(Waste Mgmt., Inc. Proj.) Series 2017 A, 1.7%, tender 8/3/20 (a)(b) 70,000 68,870 
1.8%, tender 7/2/18 (a)(b) 3,000,000 3,000,000 
Pennsylvania Gen. Oblig.:   
Series 2004, 5.375% 7/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 4,305,000 4,467,600 
Series 2009, 5% 7/1/19 3,800,000 3,928,440 
Series 2010 A, 5% 5/1/20 195,000 205,596 
Series 2011, 5% 7/1/21 40,000 43,238 
Series 2014, 5% 7/1/18 160,000 160,437 
Series 2016:   
5% 1/15/19 85,000 86,704 
5% 9/15/19 2,065,000 2,146,340 
5% 1/15/20 3,585,000 3,751,953 
5% 9/15/20 355,000 377,880 
5% 1/15/22 1,215,000 1,326,780 
Pennsylvania Higher Edl. Facilities Auth. Rev.:   
Bonds:   
Series 2014 T3 and T4, 2.23%, tender 5/1/19 (a) 1,500,000 1,501,335 
2.25%, tender 4/30/20 (a) 1,045,000 1,049,661 
Series 2009 A, 5% 8/15/18 1,450,000 1,460,034 
Series 2010 E, 5% 5/15/19 285,000 293,715 
Series 2014:   
5% 12/1/19 5,000 5,241 
5% 12/1/21 5,000 5,509 
5% 12/1/22 20,000 22,474 
Pennsylvania Hsg. Fin. Agcy. Multifamily Hsg. Dev. Rev. Bonds Series 2016, 1.85%, tender 7/1/19 (a) 3,740,000 3,736,410 
Pennsylvania Indl. Dev. Auth. Rev. Series 2012, 5% 7/1/21 335,000 364,091 
Pennsylvania Pub. School Bldg. Auth. School Rev. (The School District of Harrisburg Proj.) Series 2016 A, 5% 12/1/21 (FSA Insured) 110,000 119,601 
Pennsylvania Tpk. Commission Registration Fee Rev. Series 2005 A, 5.25% 7/15/22 (FSA Insured) 870,000 975,983 
Pennsylvania Tpk. Commission Tpk. Rev.:   
Series 2013, SIFMA Municipal Swap Index + 1.150% 2.21% 12/1/19 (a)(d) 605,000 611,824 
series 2015 A-2, SIFMA Municipal Swap Index + 0.650% 1.71% 12/1/18 (a)(d) 690,000 690,235 
Series 2016 A-2, 2.035% 12/1/18 (a) 1,090,000 1,090,392 
1.66% 12/1/18 (a) 4,145,000 4,146,244 
Philadelphia Arpt. Rev.:   
Series 2010 A, 5% 6/15/19 250,000 258,260 
Series 2010 C, 5% 6/15/18 (b) 115,000 115,122 
Series 2010 D, 5% 6/15/21 (b) 490,000 520,013 
Series 2011 A:   
5% 6/15/18 (b) 345,000 345,366 
5% 6/15/21 (b) 190,000 205,107 
Series 2015 A, 5% 6/15/19 (b) 305,000 314,696 
Series 2017 A, 5% 7/1/24 10,000 11,474 
Series 2017 B, 5% 7/1/24 (b) 55,000 62,406 
Philadelphia Gas Works Rev.:   
Series 10, 5% 7/1/20 (FSA Insured) 305,000 323,373 
Series 13, 5% 8/1/21 850,000 921,128 
Series 15:   
4% 8/1/20 130,000 135,127 
5% 8/1/21 25,000 27,092 
Series 2015 13:   
4% 8/1/18 790,000 793,018 
5% 8/1/20 600,000 636,252 
Series 2015, 5% 8/1/19 405,000 419,305 
Series 2016, 5% 10/1/20 445,000 473,703 
5% 10/1/19 1,280,000 1,331,302 
Philadelphia Gen. Oblig. Series 2011, 5.25% 8/1/18 120,000 120,702 
Philadelphia Hospitals & Higher Ed. Facilities Auth. Hosp. Rev. Series 2017:   
5% 7/1/19 220,000 225,771 
5% 7/1/20 220,000 230,366 
Philadelphia Muni. Auth. Rev. Series 2013 A, 5% 11/15/18 75,000 76,073 
Philadelphia School District:   
Series 2010, 5% 9/1/18 410,000 413,145 
Series 2016 D:   
5% 9/1/18 190,000 191,416 
5% 9/1/19 270,000 279,842 
Series 2016 F, 5% 9/1/19 475,000 492,314 
Series B, 5% 6/1/18 3,000,000 3,000,000 
Phoenixville Area School District Gen. Oblig. Series 2016 B, 4% 8/15/21 500,000 529,855 
Pittsburgh & Alleg County Parkin Series 2017:   
3% 12/15/18 155,000 155,953 
4% 12/15/19 85,000 87,615 
Pittsburgh Hsg. Auth. Rev. Bonds Series 2017, 1.4%, tender 10/1/19 (a) 1,045,000 1,035,616 
Pittsburgh Urban Redev. Auth. Rev. Bonds (Crawford Square Apts. Proj.) Series 2018, 2.25%, tender 6/6/20 (a)(e) 1,500,000 1,506,765 
Pittsburgh Wtr. & Swr. Auth. Wtr. & Swr. Sys. Rev.:   
Bonds Series 2017 C, 1 month U.S. LIBOR + 0.640% 1.976%, tender 12/1/20 (FSA Insured) (a)(d) 3,270,000 3,271,308 
Series 2017 A, 5% 9/1/18 (FSA Insured) 535,000 539,392 
Quakertown Gen. Auth. Health Facilities Series 2017 A, 3.125% 7/1/21 705,000 693,304 
Reading School District Series 2017:   
5% 3/1/21 (FSA Insured) 50,000 53,593 
5% 3/1/25 (FSA Insured) 5,000 5,714 
5% 3/1/26 (FSA Insured) 5,000 5,768 
5% 3/1/27 (FSA Insured) 5,000 5,826 
5% 3/1/28 (FSA Insured) 5,000 5,805 
Saint Mary Hosp. Auth. Health Sys. Rev.:   
(Catholic Health East Proj.) Series 2010B:   
5% 11/15/18 145,000 147,121 
5% 11/15/19 205,000 214,237 
Series 2012, 5% 11/15/27 (Pre-Refunded to 5/15/20 @ 100) 1,495,000 1,581,396 
Scranton School District:   
Series 2017 A:   
5% 6/1/19 110,000 112,731 
5% 6/1/20 135,000 141,008 
Series 2017 B:   
4% 6/1/18 110,000 110,000 
5% 6/1/20 120,000 125,340 
Scranton Tax & Rev. Series 2017:   
5% 9/1/18 (c) 220,000 221,305 
5% 9/1/19 (c) 460,000 472,756 
Southeastern Pennsylvania Trans. Auth. Rev. Series 2011:   
5% 6/1/18 20,000 20,000 
5% 6/1/19 5,000 5,154 
State Pub. School Bldg. Auth. College Rev. (Cmnty. College of Philadelphia Proj.) Series 2018, 4% 6/15/19 1,835,000 1,874,324 
State Pub. School Bldg. Auth. Lease Rev. (The School District of Philadelphia Proj.) Series 2016 A, 5% 6/1/19 95,000 97,642 
Unionville-Chadds Ford School District Gen. Oblig. Series 2009, 5% 6/1/20 25,000 25,808 
Warwick School District Series 2015, 4% 2/15/19 220,000 223,502 
Westmoreland County Indl. Dev. Auth. Rev. (Excela Health Proj.) Series 2010 A, 5% 7/1/18 360,000 360,893 
TOTAL PENNSYLVANIA  83,087,775 
Rhode Island - 0.2%   
Rhode Is Comm Corp. Spl. Facilities Rev. Series 2018, 5% 7/1/21 685,000 742,143 
Rhode Island Comm Corp. Rev. Series 2016 A, 5% 6/15/19 545,000 563,236 
Rhode Island Health & Edl. Bldg. Corp. Higher Ed. Facilities Rev.:   
(Lifespan Corp. Obligated Group Proj.) Series 2009 A, 7% 5/15/39 (Pre-Refunded to 5/15/19 @ 100) 1,085,000 1,138,057 
Series 2013 A, 5% 5/15/19 35,000 36,077 
Series 2016:   
5% 5/15/20 15,000 15,776 
5% 5/15/22 45,000 49,221 
5% 5/15/23 25,000 27,793 
5% 5/15/24 50,000 56,250 
5% 5/15/25 120,000 136,236 
Rhode Island Health & Edl. Bldg. Corp. Pub. Schools Rev.:   
(Providence Proj.) Series 2015 A, 3% 5/15/19 (FSA Insured) 140,000 141,688 
Series 2015, 5% 5/15/25 (FSA Insured) 130,000 149,089 
Rhode Island Hsg. & Mtg. Fin. Corp. Bonds Series 66 B, 1.76%, tender 6/7/18 (a) 960,000 960,259 
Rhode Island Hsg. & Mtg. Fin. Corp. Rev. Bonds Series 2017 4A, 1.85%, tender 4/1/19 (a) 985,000 985,394 
Rhode Island Student Ln. Auth. Student Ln. Rev.:   
Series 2015 A, 5% 12/1/19 (b) 1,160,000 1,207,061 
Series A, 5% 12/1/20 (b) 250,000 265,693 
Tobacco Setlement Fing. Corp. Series 2015 A:   
4% 6/1/18 130,000 130,000 
5% 6/1/26 75,000 85,055 
5% 6/1/27 20,000 22,560 
TOTAL RHODE ISLAND  6,711,588 
South Carolina - 0.4%   
Lancaster County School District ( South Carolina Gen. Oblig. Proj.) Series 2017, 5% 3/1/22 45,000 49,894 
Lexington County Health Svcs. District, Inc. Hosp. Rev. Series 2011, 5% 11/1/19 25,000 26,050 
Piedmont Muni. Pwr. Agcy. Elec. Rev.:   
Series 2009 A, 5% 1/1/20 1,595,000 1,669,566 
Series 2017 A, 5% 1/1/19 140,000 142,533 
Richland County School District #2 Gen. Oblig. (South Carolina Gen. Oblig. Proj.) Series 2015 A, 5% 2/1/23 55,000 62,198 
Scago Edl. Facilities Corp. for Colleton School District (School District of Colleton County Proj.) Series 2015:   
5% 12/1/18 405,000 411,253 
5% 12/1/23 95,000 107,220 
5% 12/1/26 25,000 28,386 
South Carolina Hsg. Fin. & Dev. Auth. Multi-family Rev. Bonds Series 2016, 1.6%, tender 6/1/18 (a) 1,980,000 1,980,000 
South Carolina Jobs-Econ. Dev. Auth. (Anmed Health Proj.) Series 2016, 5% 2/1/20 190,000 199,437 
South Carolina Ports Auth. Ports Rev. Series 2018, 5% 7/1/19 (b) 2,000,000 2,065,720 
South Carolina Pub. Svc. Auth. Rev.:   
Series 2010 B:   
4% 1/1/20 175,000 180,397 
5% 1/1/19 (Escrowed to Maturity) 155,000 157,922 
Series 2011 B, 4% 12/1/20 730,000 759,164 
Series 2012 B, 5% 12/1/20 20,000 21,280 
Series 2012 D, 4% 12/1/19 65,000 66,930 
Series 2014 C:   
5% 12/1/22 25,000 27,484 
5% 12/1/23 110,000 122,654 
Series 2015 C:   
5% 12/1/18 (Escrowed to Maturity) 330,000 335,405 
5% 12/1/19 1,245,000 1,300,178 
5% 1/1/19 (Escrowed to Maturity) 2,655,000 2,703,507 
TOTAL SOUTH CAROLINA  12,417,178 
South Dakota - 0.0%   
South Dakota Health & Edl. Facilities Auth. Rev.:   
Series 2011:   
5% 9/1/18 (Escrowed to Maturity) 25,000 25,203 
5% 9/1/19 (Escrowed to Maturity) 25,000 25,952 
Series 2014 B:   
4% 11/1/19 10,000 10,275 
4% 11/1/20 15,000 15,709 
4% 11/1/21 10,000 10,618 
5% 11/1/22 10,000 11,166 
TOTAL SOUTH DAKOTA  98,923 
Tennessee - 0.3%   
Greeneville Health & Edl. Facilities Board Series 2018 A:   
5% 7/1/19 (e) 2,000,000 2,065,520 
5% 7/1/22 (e) 1,000,000 1,102,660 
Hamiltn County Indl. Dev. Board Multi-family Hsg. Rev. Bonds Series 2017, 1.37%, tender 12/15/18 (a) 1,200,000 1,197,228 
Knox County Health Edl. & Hsg. Facilities Series 2016 A, 3% 1/1/19 130,000 130,790 
Knox County Health Edl. & Hsg. Facilities Board Rev. Series 2016:   
5% 9/1/25 35,000 39,695 
5% 9/1/26 40,000 45,707 
Lewisburg Indl. Dev. Board Bonds (Waste Mgmt. Tennessee Proj.) Series 2012, 2%, tender 8/1/18 (a)(b) 600,000 600,054 
Memphis-Shelby County Arpt. Auth. Arpt. Rev.:   
Series 2010 B, 5.5% 7/1/19 (b) 670,000 694,803 
Series 2011 C, 5% 7/1/19 (b) 70,000 72,221 
Metropolitan Gov Nashvle&David Ind. Bonds (Waste Mgmt., Inc. Proj.) Series 2001, 1.45%, tender 8/1/18 (a)(b) 1,420,000 1,418,878 
Metropolitan Govt. Nashville & Davidson County Health & Edl. Facilities Board Bonds (Twelfth and Wedgewood Apts. Proj.) Series 2017, 1.8%, tender 12/1/20 325,000 324,191 
Nashville and Davidson County Metropolitan Govt. Health & Edl. Facilities Board Rev. Bonds Series 2001 B, 1.55%, tender 11/3/20 (a) 820,000 810,390 
TOTAL TENNESSEE  8,502,137 
Texas - 5.4%   
Vernia Higher Ed. Fin. Corp. Ed. Rev. Series 2011 A, 7.5% 8/15/41 (Pre-Refunded to 8/15/19 @ 100) 1,785,000 1,901,364 
Alamito Pub. Facilities Corp. Bonds (Sandoval Apts. and Valle Verde Apts. Proj.) Series 2018, 2.25%, tender 6/1/20 (a) 3,000,000 3,001,170 
Alamo Cmnty. Coll District Rev. Bonds Series 2017, 3%, tender 11/1/19 (a) 890,000 903,653 
Alamo Cmnty. College District Series 2017, 3% 8/15/21 3,000,000 3,093,360 
Aledo Independent School District Series 2015, 0% 2/15/24 25,000 21,762 
Allen Independent School District Series 2011, 5% 2/15/41 (Pre-Refunded to 2/15/21 @ 100) 860,000 928,336 
Austin Independent School District:   
Series 2016 A, 5% 8/1/18 1,000,000 1,005,550 
Series 2017, 5% 8/1/19 3,000,000 3,114,420 
Austin-Bergstrom Landhost Ente Series 2017:   
5% 10/1/19 135,000 140,139 
5% 10/1/20 235,000 249,883 
5% 10/1/21 280,000 303,870 
Brazos River Auth. Rev. (CenterPoint Energy, Inc. Proj.) Series 1998, 5.05% 11/1/18 (AMBAC Insured) (a)(b) 220,000 223,164 
Brownsville Util. Sys. Rev. Series 2015, 5% 9/1/18 275,000 277,203 
Carroll Independent School District Series 2009 C, 5.25% 2/15/19 20,000 20,504 
Central Reg'l. Mobility Auth.:   
Series 2010, 5.75% 1/1/25 (Pre-Refunded to 1/1/20 @ 100) 2,000,000 2,119,200 
Series 2011, 6% 1/1/41 (Pre-Refunded to 1/1/21 @ 100) 5,720,000 6,274,726 
Series 2016:   
5% 1/1/21 10,000 10,645 
5% 1/1/22 35,000 37,937 
5% 1/1/23 55,000 60,533 
5% 1/1/24 75,000 83,830 
5% 1/1/26 65,000 74,555 
Corpus Christi Util. Sys. Rev. Series 2015, 4% 7/15/19 175,000 179,165 
Cypress-Fairbanks Independent School District Bonds:   
Series 2014 B2, 1.4%, tender 8/17/20 (a) 1,400,000 1,379,294 
Series 2014 B3, 1.4%, tender 8/17/20 (a) 2,425,000 2,389,134 
Series 2015 B1, 0.9%, tender 8/15/18 (a) 2,660,000 2,656,515 
Series 2015 B2, 3%, tender 8/15/18 (a) 525,000 526,470 
Series 2017 A-2, 2.5%, tender 8/15/19 (a) 3,705,000 3,731,565 
Series 2017 A-3, 3%, tender 8/17/20 (a) 630,000 642,266 
Series 2017 A1, 2%, tender 8/15/18 (a) 1,765,000 1,766,500 
Dallas County Gen. Oblig. Series 2016 5% 8/15/22 75,000 83,820 
Dallas County Util. and Reclamation District Series 2016:   
5% 2/15/19 555,000 567,277 
5% 2/15/20 340,000 357,279 
Dallas Fort Worth Int'l. Arpt. Rev.:   
Series 2013 E:   
5% 11/1/18 (b) 3,880,000 3,931,332 
5% 11/1/19 (b) 3,500,000 3,648,505 
Series 2013 F:   
5% 11/1/19 45,000 47,006 
5% 11/1/20 35,000 37,473 
5% 11/1/21 65,000 71,168 
5% 11/1/22 110,000 122,969 
Series 2014 D:   
5% 11/1/18 (b) 1,300,000 1,317,199 
5% 11/1/23 (b) 45,000 50,657 
Dallas Gen. Oblig.:   
Series 2010, 5% 2/15/21 3,390,000 3,558,788 
Series 2017, 5% 2/15/19 1,335,000 1,365,652 
Dallas Independent School District Bonds:   
Series 2015, 1.5%, tender 8/15/18 (a) 1,470,000 1,469,809 
Series 2016 B3, 5%, tender 2/15/19 (a) 130,000 132,894 
Series 2016 B4, 5%, tender 2/15/20 (a) 155,000 162,797 
Series 2016 B5, 5%, tender 2/15/21 (a) 175,000 188,379 
Series 2016:   
5%, tender 2/15/22 (a) 5,000 5,541 
5%, tender 2/15/22 (a) 245,000 269,591 
Dallas Wtrwks. & Swr. Sys. Rev. Series 2011, 5% 10/1/18 35,000 35,395 
Del Rio Hsg. Facilities Corp. Multifamily Hsg. Rev. Bonds Series 2017, 1.35%, tender 6/1/19 (a) 545,000 542,013 
Denton Independent School District:   
Bonds Series 2013, 2%, tender 8/1/20 (a) 1,130,000 1,129,751 
Series 2016, 0% 8/15/25 35,000 29,207 
Dickinson Independent School District Bonds Series 2013, 1.35%, tender 8/1/19 (a) 1,300,000 1,291,979 
El Paso Gen. Oblig. Series 2014, 5% 8/15/18 60,000 60,413 
Fort Bend Independent School District Bonds:   
Series 2015 B, 1.35%, tender 8/1/19 (a) 435,000 432,316 
Series C, 1.35%, tender 8/1/20 (a) 40,000 39,345 
Series D, 1.5%, tender 8/1/21 (a) 70,000 68,471 
Fort Worth Gen. Oblig. Series 2015 A, 5% 3/1/23 35,000 39,507 
Fort Worth Independent School District Series 2015, 5% 2/15/22 35,000 38,736 
Goose Creek Consolidated Independent School District Bonds Series 2014 B, 1.18%, tender 8/15/19 (a) 2,180,000 2,161,753 
Grapevine-Colleyville Independent School District Bonds Series 2012 B, 2%, tender 8/1/20 (a) 1,855,000 1,854,592 
Harris County Cultural Ed. Facilities Fin. Corp. Med. Facilities Rev. (Baylor College of Medicine Proj.) Series 2016, 5% 11/15/19 760,000 793,470 
Harris County Cultural Ed. Facilities Fin. Corp. Rev.:   
Bonds:   
Series 2014 B, 1.64%, tender 12/1/19 (a) 770,000 770,262 
Series 2015 3, 1 month U.S. LIBOR + 0.850% 2.198%, tender 6/1/20 (a)(d) 665,000 668,285 
Series 2013 A, 4% 12/1/18 110,000 111,272 
Harris County Gen. Oblig. (Harris County Toll Road Auth.) Series 2012 A, SIFMA Municipal Swap Index + 0.780% 1.84% 8/15/18 (a)(d) 640,000 640,858 
Harris County Indl. Dev. Corp. Solid Waste Disp. Rev. Series 2006, 5% 2/1/23 (Pre-Refunded to 12/1/19 @ 100) 6,000,000 6,274,980 
Harris County Tex Toll Rd Rev. Series 2018 A, 5% 8/15/19 2,000,000 2,078,080 
Houston Arpt. Sys. Rev.:   
(Houston TX Arpt. Sys. Rev. Subord Proj.) Series 2011 A, 5% 7/1/21 (b) 675,000 730,256 
Series 2009A, 5% 7/1/20 545,000 546,368 
Series 2011 A:   
5% 7/1/18 (b) 25,000 25,064 
5% 7/1/19 (b) 315,000 325,647 
Series 2012 A:   
5% 7/1/18 (b) 35,000 35,089 
5% 7/1/19 (b) 4,000,000 4,135,200 
5% 7/1/23 (b) 45,000 49,387 
Series 2018 A, 5% 7/1/21 (b) 275,000 297,512 
Houston Gen. Oblig.:   
Series 2013 A, 5% 3/1/22 1,600,000 1,766,080 
Series 2017 A, 5% 3/1/20 705,000 743,119 
Houston Independent School District Bonds:   
Series 2012:   
1.45%, tender 6/1/20 (a) 4,360,000 4,320,150 
2.4%, tender 6/1/21 (a) 1,155,000 1,165,996 
Series 2013 B:   
1.7%, tender 6/1/18 (a) 435,000 435,000 
2.4%, tender 6/1/21 (a) 1,120,000 1,130,662 
Series 2014 1A & 1B, 3%, tender 6/1/18 (a) 1,215,000 1,215,000 
Series 2014 A, 2.2%, tender 6/1/20 (a) 3,000,000 3,012,240 
Houston Util. Sys. Rev. Series 2010 C:   
4% 11/15/19 300,000 309,516 
5% 11/15/18 1,250,000 1,269,075 
Humble Independent School District Series 2016 B, 5% 2/15/22 90,000 99,608 
Irving Hosp. Auth. Hosp. Rev. Series 2017 A:   
5% 10/15/20 130,000 138,028 
5% 10/15/21 65,000 70,385 
Leander Independent School District Series 2013 A:   
0% 8/15/21 550,000 514,140 
0% 8/15/23 1,000,000 885,660 
Los Fresnos Independent School District Series 2015, 5% 8/15/19 115,000 119,532 
Love Field Arpt. Modernization Rev.:   
Series 2015:   
5% 11/1/18 (b) 300,000 303,894 
5% 11/1/19 (b) 255,000 265,820 
Series 2017, 5% 11/1/19 (b) 975,000 1,016,369 
Lower Colorado River Auth. Rev.:   
(LCRA Transmission Corp. Proj.) Series 2011 A, 5% 5/15/19 90,000 92,795 
Series 2010 A:   
5% 5/15/20 945,000 1,002,409 
5% 5/15/20 880,000 933,460 
Series 2010:   
5% 5/15/20 80,000 84,860 
5% 5/15/21 430,000 455,783 
Series 2012 A, 5% 5/15/19 1,750,000 1,804,355 
5% 5/15/19 215,000 221,678 
Lubbock Health Facilities Dev. Corp. Rev. (St. Joseph Health Sys. Proj.) Series 2008 B:   
5% 7/1/18 65,000 65,170 
5% 7/1/19 280,000 289,766 
Mansfield Independent School District Series 2016, 5% 2/15/24 95,000 109,003 
Matagorda County Navigation District No. 1 Poll. Cont. Rev. Bonds Series 1996, 1.75%, tender 9/1/20 (a)(b) 1,470,000 1,444,834 
Midlothian Independent School District Bonds:   
Series 2017 B, 2.5%, tender 8/1/18 (a) 60,000 60,097 
Series 2017, 2.5%, tender 8/1/18 (a) 1,360,000 1,361,986 
Mission Econ. Dev. Corp. Solid Waste Disp. Rev. Bonds (Republic Svcs., Inc. Proj.) Series 2008 A, 1.85%, tender 8/1/18 (a)(b) 5,500,000 5,500,935 
New Hope Cultural Ed. Fa Series 2017 A, 3.25% 8/1/19 3,425,000 3,420,719 
New Hope Cultural Ed. Facilities Fin. Series 2016, 1.75% 11/15/18 110,000 109,702 
Newark Higher Ed. Fin. Corp. (Abilene Christian Univ. Proj.) Series 2016 A, 5% 4/1/26 55,000 62,742 
North East Texas Independent School District Bonds:   
Series 2013 A, 2%, tender 8/1/18 (a) 5,530,000 5,533,760 
Series 2013 B, 1.42%, tender 8/1/21 (a) 375,000 367,695 
North Harris County Reg'l. Wtr. Auth. Series 2013, 4% 12/15/22 35,000 37,718 
North Texas Tollway Auth. Rev. Bonds Series 2012 C, 1.95%, tender 1/1/19 (a) 520,000 519,444 
Northside Independent School District:   
( Permanent School Fund of Texas Proj.) Bonds Series 2014, 2%, tender 8/1/19 (a) 790,000 790,980 
Bonds:   
Series 2011 A, 2%, tender 6/1/19 (a) 6,035,000 6,041,457 
Series 2013, 1.35%, tender 6/1/18 (a) 435,000 435,000 
Series 2017, 1.45%, tender 6/1/20 (a) 975,000 964,207 
2%, tender 6/1/21 (a) 2,705,000 2,690,204 
Series 2011, 2.125%, tender 8/1/20 (a) 410,000 410,033 
Odessa Hsg. Fin. Corp. Multifamily Hsg. Rev. Bonds Series 2016, 1.43%, tender 12/1/18 (a) 1,745,000 1,743,377 
Plano Independent School District Series 2016 A, 5% 2/15/22 160,000 176,960 
Port Houston Auth. Harris County Series 2015 B:   
5% 10/1/18 (b) 855,000 864,020 
5% 10/1/19 (b) 2,355,000 2,451,272 
Royse City Independent School District Series 2014, 0% 2/15/20 140,000 135,486 
Sam Rayburn Muni. Pwr. Agcy. Series 2012, 5% 10/1/20 20,000 21,248 
San Antonio Elec. & Gas Sys. Rev.:   
Bonds:   
Series 2012 C, 2%, tender 12/1/18 (a) 740,000 740,651 
Series 2015 A, 2.25%, tender 12/1/19 (a) 4,360,000 4,382,323 
Series 2015 B, 2%, tender 12/1/21 (a) 3,300,000 3,280,134 
Series 2014, 5% 2/1/19 4,000,000 4,088,880 
San Antonio Gen. Oblig. Series 2008, 5% 8/1/18 1,000,000 1,005,520 
San Antonio Pub. Facilities Corp. and Rfdg. Lease (Convention Ctr. Proj.) Series 2012:   
5% 9/15/20 20,000 21,330 
5% 9/15/21 20,000 21,809 
5% 9/15/22 75,000 83,305 
San Antonio Wtr. Sys. Rev.:   
Bonds Series 2013 F, 2%, tender 11/1/21 (a) 1,000,000 989,890 
Series 2012, 4% 5/15/19 35,000 35,790 
Sherman Independent School District Bonds Series 2018 B, 3%, tender 8/1/20 (a) 10,000,000 10,180,300 
Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) Series 2016 A:   
5% 10/1/20 150,000 160,452 
5% 10/1/21 65,000 71,000 
Tarrant County Cultural Ed. Facilities Fin. Corp. Hosp. Rev.:   
(Scott & White Healthcare Proj.) Series 2013 A:   
5% 8/15/21 15,000 16,352 
5% 8/15/23 20,000 22,662 
Series 2013:   
4% 9/1/18 10,000 10,055 
5% 9/1/19 15,000 15,573 
5% 9/1/20 20,000 21,245 
5.75% 11/15/24 (Pre-Refunded to 11/15/18 @ 100) 50,000 50,905 
Tarrant County Cultural Ed. Facilities Fin. Corp. Retirement Facility Rev.:   
(Mrc Crestview Proj.) Series 2010, 8.125% 11/15/44 (Pre-Refunded to 11/15/20 @ 100) 250,000 286,065 
Series 2015 A:   
4% 11/15/18 110,000 110,781 
4% 11/15/19 110,000 112,188 
Series 2015 B:   
4% 11/15/18 110,000 110,781 
4% 11/15/19 155,000 158,083 
Tarrant County Cultural Ed. Facilities Fin. Corp. Rev.:   
Series 2016 A, 5% 2/15/26 35,000 40,904 
Series 2017 A, 5% 2/15/24 45,000 51,426 
5.75% 7/1/18 65,000 65,198 
Texas Affordable Hsg. Corp. Multi-family Hsg. Rev. Bonds Series 2017, 1.9%, tender 12/1/19 (a) 265,000 264,226 
Texas Dept. of Hsg. & Cmnty. Affairs Multi-family Hsg. Rev. Bonds:   
Series 2017, 1.8%, tender 12/1/19 (a) 545,000 542,771 
Series 2018, 2.23%, tender 5/1/20 (a) 2,000,000 2,001,460 
Texas Gen. Oblig. Series 2016 A, 5% 8/1/18 1,000,000 1,005,630 
Texas Trans. Commission Central Texas Tpk. Sys. Rev. Bonds Series 2015 A, 5%, tender 4/1/20 (a) 725,000 761,497 
Trinity River Auth. Reg'l. Wastewtr. Sys. Rev. Series 2016, 5% 8/1/23 35,000 39,808 
Univ. of Houston Univ. Revs. Series 2011 A, 5% 2/15/43 (Pre-Refunded to 2/15/21 @ 100) 1,000,000 1,079,460 
Univ. of Texas Board of Regents Sys. Rev.:   
Series 2010 B, 5% 8/15/21 40,000 43,815 
Series 2010, 5% 8/15/22 60,000 67,236 
Series 2016 E, 5% 8/15/22 35,000 39,221 
Series 2017 C:   
5% 8/15/20 1,090,000 1,164,545 
5% 8/15/21 1,945,000 2,130,495 
Williamson County Gen. Oblig. Bonds Series 2014, 1.45%, tender 8/15/18 (a) 570,000 569,675 
TOTAL TEXAS  174,536,927 
Utah - 0.3%   
Intermountain Pwr. Agcy. Pwr. Supply Rev. Series 2014 A, 5% 7/1/19 1,185,000 1,226,463 
Utah Gen. Oblig. Series 2018, 5% 7/1/19 4,000,000 4,143,000 
Utah Transit Auth. Sales Tax Rev.:   
Series 2008 A, 4.75% 6/15/32 (Pre-Refunded to 6/15/18 @ 100) 3,000,000 3,003,060 
Series 2018, 5% 12/15/18 500,000 508,730 
TOTAL UTAH  8,881,253 
Vermont - 0.0%   
Burlington Arpt. Rev. Series 2012 B, 3.5% 7/1/18 (b) 170,000 170,213 
Virginia - 1.2%   
Chesapeake Econ. Dev. Auth. Poll. Cont. Rev. Bonds Series 2008 A, 1.75%, tender 5/16/19 (a) 6,540,000 6,512,467 
Chesapeake Trans. Sys. Toll Road Rev. Series 2012 A:   
4% 7/15/20 15,000 15,523 
5% 7/15/21 10,000 10,766 
Colonial Heights Econ. Dev. Auth. MultiFamily Hsg. Rev. Bonds Series 2017 A, 1.8%, tender 7/1/19 2,180,000 2,174,223 
Commonwealth Trans. Board Grant Anticipation Rev. Series 2012 A, 5% 9/15/22 (Pre-Refunded to 3/15/22 @ 100) 50,000 55,511 
Fairfax County Gen. Oblig.:   
Series 2016, 3% 10/1/18 4,000,000 4,019,040 
5% 10/1/21 65,000 71,527 
Fredericksburg Econ. Dev. Auth. Rev. Series 2014, 5% 6/15/24 50,000 56,568 
Greater Richmond Cnvtn Ctr. Htl Series 2015, 5% 6/15/18 325,000 325,358 
Halifax County Indl. Dev. Auth. Bonds 2.15%, tender 9/1/20 (a) 2,725,000 2,711,348 
Hampton Roads Sanitation District Wastewtr. Rev. Series 2018 A, 5% 10/1/19 985,000 1,027,257 
Louisa Indl. Dev. Auth. Poll. Cont. Rev. Bonds:   
Series 2008 A, 1.75%, tender 5/16/19 (a) 475,000 473,000 
Series 2008 B, 2.15%, tender 9/1/20 (a) 240,000 239,162 
Lynchburg Econ. Dev. (Centra Health Proj.) Series A:   
5% 1/1/19 90,000 91,634 
5% 1/1/20 130,000 136,098 
Prince William County Indl. Dev. Auth. Bonds:   
(Glen Arbor Apts. Proj.) Series 2017 B, 1.3%, tender 1/1/19 (a) 350,000 348,222 
Series 2017 A, 1.35%, tender 1/1/19 (a) 2,285,000 2,275,974 
Stafford County Econ. Dev. Auth. Hosp. Facilities Rev. Series 2016:   
5% 6/15/24 25,000 28,121 
5% 6/15/25 20,000 22,695 
5% 6/15/26 35,000 39,909 
Virginia College Bldg. Auth. Edl. Facilities Rev.:   
Series 2017 B, 5% 2/1/19 3,000,000 3,066,060 
Series 2017 E, 5% 2/1/19 1,000,000 1,022,020 
Virginia Gen. Oblig. Series 2015 A, 5% 6/1/19 1,735,000 1,792,290 
Virginia Pub. Bldg. Auth. Pub. Facilities Rev.:   
Series 2013 A, 5% 8/1/22 80,000 89,393 
Series 2016 A, 5% 8/1/22 115,000 128,648 
Virginia Pub. School Auth. Series 2013 A, 4% 8/1/18 1,765,000 1,772,201 
Virginia Pub. School Auth. School Fing. Series 2015 A, 5% 8/1/22 255,000 285,263 
Virginia St Pub. School Auth. Spl. Oblig. Series 2018, 5% 3/1/20 3,790,000 3,996,934 
Wise County Indl. Dev. Auth. Waste & Sewage Rev. Bonds:   
(Virginia Elec. and Pwr. Co. Proj.) Series 2010 A, 1.875%, tender 6/1/20 (a) 2,835,000 2,811,129 
Series 2009 A, 2.15%, tender 9/1/20 (a) 775,000 771,117 
York County Econ. Dev. Auth. Poll. Cont. Rev. Bonds (Virginia Elec. and Pwr. Co. Proj.) Series 2009 A, 1.875%, tender 5/16/19 (a) 635,000 633,070 
TOTAL VIRGINIA  37,002,528 
Washington - 0.5%   
Chelan County Pub. Util. District #1 Columbia River-Rock Island Hydro-Elec. Sys. Rev. Series 1997, 0% 6/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 1,295,000 1,295,000 
Chelan County Pub. Util. District #1 Rev. Series 2011 B, 5% 7/1/18(b) 80,000 80,204 
Energy Northwest Elec. Rev. Series 2012 A, 5% 7/1/18 (Escrowed to Maturity) 240,000 240,629 
Grant County Pub. Util. District #2 Series 2012 A:   
5% 1/1/20 30,000 31,469 
5% 1/1/21 40,000 43,007 
Grays Hbr. County Wash Pub. Hosp. D Series 2017, 3% 8/1/19 1,665,000 1,661,770 
King County Hsg. Auth. Rev. Series 2018:   
1.9% 5/1/19 500,000 500,310 
2.05% 5/1/20 765,000 765,566 
2.15% 5/1/20 405,000 405,073 
3.5% 5/1/21 500,000 517,205 
Port of Seattle Rev.:   
Series 2015 C:   
5% 4/1/20 (b) 1,885,000 1,987,544 
5% 4/1/21 (b) 540,000 581,796 
Series 2016 B:   
5% 10/1/20 (b) 65,000 69,330 
5% 10/1/21 (b) 60,000 65,356 
5% 10/1/22 (b) 55,000 61,007 
5% 10/1/23 (b) 65,000 73,503 
Tacoma Elec. Sys. Rev.:   
Series 2013 A:   
4% 1/1/21 5,000 5,257 
4% 1/1/21 (Escrowed to Maturity) 40,000 41,987 
5% 1/1/21 40,000 43,059 
Series 2017:   
5% 1/1/22 15,000 16,539 
5% 1/1/25 15,000 17,448 
5% 1/1/26 10,000 11,776 
Tobacco Settlement Auth. Rev. Series 2013:   
5% 6/1/18 1,655,000 1,655,000 
5% 6/1/20 1,190,000 1,253,629 
Washington Gen. Oblig.:   
Series 2000 S-5, 0% 1/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 335,000 331,811 
Series 2004 C, 0% 6/1/18 55,000 55,000 
Series 2016 C, 5% 2/1/19 1,025,000 1,048,052 
Washington Health Care Facilities Auth. Rev.:   
( Multicare Med. Ctr.,Tacom,WA Proj.) Series 2015 B, 4% 8/15/18 255,000 256,204 
(MultiCare Health Sys. Proj.) Series 2010 A, 5.25% 8/15/19 330,000 343,497 
(Providence Health Systems Proj.) Series 2011 B, 5% 10/1/19 275,000 286,611 
(Virginia Mason Med. Ctr. Proj.) Series 2017:   
5% 8/15/25 20,000 22,738 
5% 8/15/26 45,000 51,390 
5% 8/15/27 50,000 57,593 
Bonds Series 2012 B, 5%, tender 10/1/21 (a) 120,000 131,725 
Series 2009, 7% 7/1/39 (Pre-Refunded to 7/1/19 @ 100) 655,000 690,363 
Series 2012, 5% 12/1/42 (Pre-Refunded to 12/1/21 @ 100) 1,000,000 1,098,910 
Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev. Series 1993 C, 0% 7/1/18 175,000 174,788 
TOTAL WASHINGTON  15,972,146 
West Virginia - 0.2%   
Mason Co. W Bonds ( Appalachian Pwr. Co. Proj.) Series 2014 L, 1.625%, tender 10/1/18 (a) 3,575,000 3,568,744 
West Virginia Econ. Dev. Auth. Poll. Cont. Rev. (Appalachian Pwr. Co. - Amos Proj.) Series 2008 D, 3.25% 5/1/19 65,000 65,248 
West Virginia Econ. Dev. Auth. Solid Waste Disp. Facilities Rev. Bonds:   
(Appalachian Pwr. Co. Amos Proj.) Series 2011 A, 1.7%, tender 9/1/20 (a)(b) 1,925,000 1,896,568 
1.9%, tender 4/1/19 (a) 270,000 269,492 
TOTAL WEST VIRGINIA  5,800,052 
Wisconsin - 1.0%   
Kenosha Series 2012 B, 5% 4/1/19 3,000,000 3,078,690 
Madison Gen. Oblig. Series 2014 A, 5% 10/1/21 70,000 76,864 
Milwaukee County Arpt. Rev.:   
Series 2013 A:   
5% 12/1/20 (b) 30,000 32,094 
5% 12/1/22 (b) 30,000 33,222 
5.25% 12/1/23 (b) 35,000 39,795 
Series 2016 A:   
5% 12/1/18 (b) 180,000 182,761 
5% 12/1/19 (b) 625,000 652,700 
Pub. Fin. Auth. Solid Waste Bonds (Waste Mgmt., Inc. Proj.) Series 2017 A, 2%, tender 8/1/18 (a)(b) 10,000,000 10,000,900 
Pub. Fin. Auth. Wis Edl. Facilities Series 2016, 5% 1/1/20 135,000 139,923 
Waukesha Gen. Oblig. Series 2018 D, 3% 7/1/19 2,350,000 2,372,184 
Wisconsin Gen. Oblig. Series 2007 1, 5% 5/1/19 (AMBAC Insured) 1,275,000 1,313,798 
Wisconsin Health & Edl. Facilities:   
( Agnesian Healthcare Proj.) Series 2017, 5% 7/1/21 100,000 107,846 
(Agnesian Healthcare Proj.) Series 2017:   
3% 7/1/18 60,000 60,058 
4% 7/1/19 100,000 102,051 
Bonds:   
(Ascension Health Cr. Group Proj.) Series 2013 B:   
5%, tender 6/1/20 (a) 2,020,000 2,136,938 
5%, tender 6/1/21 (a) 1,905,000 2,062,067 
Series 2013 B, 4%, tender 5/30/19 (a) 3,395,000 3,461,814 
Series 2013 B-5, 1.375%, tender 12/3/19 (a) 355,000 351,535 
Series 2013 A, 5% 11/15/18 120,000 121,777 
Series 2014:   
4% 5/1/19 5,000 5,066 
5% 5/1/20 10,000 10,455 
5% 5/1/21 15,000 15,980 
Series 2015, 3% 12/1/18 145,000 145,861 
Series 2017 A, 2.65% 11/1/20 875,000 864,316 
Wisconsin Health & Edl. Facilities Auth. Rev.:   
(Marquette Univ. Proj.) Series 2012, 5% 10/1/18 215,000 217,255 
(Mercy Alliance, Inc. Proj.) Series 2012, 5% 6/1/19 200,000 205,942 
Series 2009 B, 4.5% 12/15/18 600,000 608,706 
Series 2009A, 5.25% 12/15/18 245,000 249,520 
Series 2012 B, 5% 8/15/18 190,000 191,273 
Series 2012, 5% 10/1/21 30,000 32,719 
Wisconsin Hsg. & Econ. Dev. Auth. Series 2018 A, 2.05% 9/1/20 (b) 1,195,000 1,189,790 
Wisconsin Hsg. & Econ. Dev. Auth. Hsg. Rev. Bonds Series 2017 A, 1.95%, tender 5/1/20 (a) 1,360,000 1,359,225 
TOTAL WISCONSIN  31,423,125 
TOTAL MUNICIPAL BONDS   
(Cost $1,528,568,818)  1,526,196,073 
Municipal Notes - 35.9%   
Alabama - 0.4%   
Decatur Indl. Dev. Board Exempt Facilities Rev. (Nucor Steel Decatur LLC Proj.) Series 2003 A, 1.2% 6/7/18, VRDN (a)(b) 745,000 $745,000 
Health Care Auth. for Baptist Health Series 2013 B, 1.61% 6/7/18, VRDN (a) 3,705,000 3,705,000 
Lower Gas District Participating VRDN Series Floaters XM 01 84, 1.46% 6/7/18 (a)(g) 6,845,000 6,845,000 
Tuscaloosa Co. Indl. Dev. Auth. Solid Wste (Nucor Corp. Proj.) Series 2004, 1.2% 6/7/18, VRDN (a)(b) 2,700,000 2,700,000 
TOTAL ALABAMA  13,995,000 
Alaska - 0.0%   
Alaska Hsg. Fin. Corp. Series 2002 A, 1% 6/1/18 (Liquidity Facility JPMorgan Chase Bank), VRDN (a)(b) 405,000 405,000 
Arizona - 0.2%   
Arizona Health Facilities Auth. Rev. (Banner Health Sys. Proj.) Series 2008 G, 1.1% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a) 6,705,000 6,705,000 
California - 2.0%   
California Gen. Oblig. Participating VRDN:   
Series DCL 08 009, 1.3% 6/7/18 (Liquidity Facility Dexia Cr. Local SA) (a)(g) 9,125,000 9,125,000 
Series DCL 08 011, 1.3% 6/7/18 (Liquidity Facility Dexia Cr. Local SA) (a)(g) 2,320,000 2,320,000 
California Health Facilities Fing. Auth. Participating VRDN Series Floaters 013, 1.22% 7/12/18 (Liquidity Facility Barclays Bank PLC) (a)(g)(h) 2,430,000 2,430,000 
California Health Facilities Fing. Auth. Rev. (Stanford Hosp. and Clinics Proj.) Series 2008 B1, 1% 6/7/18, VRDN (a) 15,000,000 15,000,000 
California St Enterprise Dev. Auth. (Var Evapco Proj.) Series 2008, 1.5% 6/1/18, LOC Manufacturers & Traders Trust Co., VRDN (a)(b) 1,025,000 1,025,000 
Dignity Health Participating VRDN Series 17 04, SIFMA Municipal Swap Index + 0.160% 1.22% 7/12/18 (Liquidity Facility Barclays Bank PLC) (a)(d)(g)(h) 3,270,000 3,270,000 
Golden Gate Bridge Hwy. & Trans. District Series B, 1.62% 6/6/18, CP 5,700,000 5,700,684 
Los Angeles Dept. of Wtr. & Pwr. Rev. Participating VRDN Series Floaters XF 05 70, 1.09% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(g) 1,050,000 1,050,000 
San Diego County Reg'l. Trans. Commission Sales Tax Rev. Series 2008 C, 0.9% 6/7/18 (Liquidity Facility Bank of America NA), VRDN (a) 11,050,000 11,050,000 
San Francisco Calif. City & Cnty. Arpts. Commn. Int'l. Arpt. Rev. Participating VRDN Series 15 ZF 01 64, 1.31% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(b)(g) 1,705,000 1,705,000 
San Francisco City & County Arpts. Commission Int'l. Arpt. Rev. Participating VRDN Series Floaters ZM 06 41, 1.26% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(b)(g) 5,000,000 5,000,000 
San Jose Int'l. Arpt. Rev. Participating VRDN Series 2017, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 5,120,000 5,120,000 
Shafter Indl. Dev. Auth. Indl. Dev. Rev. 1.58% 6/7/18, LOC Deutsche Bank AG, VRDN (a)(b) 360,000 360,000 
TOTAL CALIFORNIA  63,155,684 
Colorado - 0.2%   
Colorado Ed. Ln. Prog. TRAN Series 2012, 4% 6/28/18 5,000,000 5,009,900 
Colorado Edl. & Cultural Facilities Auth. Rev. (Mesivta of Greater Los Angeles Proj.) Series 2005, 1.41% 6/7/18, LOC Deutsche Bank AG, VRDN (a) 890,000 890,000 
Colorado Hsg. & Fin. Auth. Econ. Dev. (Pacific Instruments Proj.) Series 2000, 1.3% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 880,000 880,000 
TOTAL COLORADO  6,779,900 
Connecticut - 0.4%   
Connecticut Health & Edl. Facilities Auth. Rev. Series 2014 D, 1.15% 6/7/18, LOC Bank of America NA, VRDN (a) 4,640,000 4,640,000 
Derby Gen. Oblig. BAN Series 2018, 2.75% 10/25/18 4,660,000 4,680,457 
Hamden Gen. Oblig. BAN Series 2017, 3% 8/23/18 490,000 491,529 
Reg'l. School District # 14 Woodbuty & Bethleham BAN Series 2017, 2.25% 7/25/18 2,310,000 2,312,125 
TOTAL CONNECTICUT  12,124,111 
Delaware - 0.0%   
New Castle County Del Participating VRDN Series 2015, 1.11% 6/7/18 (a)(g) 1,455,000 1,455,000 
Florida - 2.3%   
Escambia County Health Facilities Auth. Health Facilities Rev. (Azalea Trace, Inc. Proj.) Series 2003 B, 1% 6/1/18, LOC TD Banknorth, NA, VRDN (a) 6,510,000 6,510,000 
Gainesville Utils. Sys. Rev.:   
Series 2007 A, 1.06% 6/7/18 (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a) 5,655,000 5,655,000 
Series 2008 B, 1.04% 6/7/18 (Liquidity Facility Bank of New York, New York), VRDN (a) 10,300,000 10,300,000 
Greater Orlando Aviation Auth. Arpt. Facilities Rev. Participating VRDN Series Floaters XL 00 51, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 10,002,000 10,002,000 
Jacksonville Health Care Series 2018, 1.63% 6/5/18, CP 3,300,000 3,300,330 
JP Morgan Chase Participating VRDN Series Floaters ZF 02 86, 1.41% 6/7/18 (a)(b)(g) 1,855,000 1,855,000 
Miami-Dade County Aviation Rev. Participating VRDN:   
Series Floaters XG 00 10, 1.21% 6/7/18 (Liquidity Facility Bank of America NA) (a)(b)(g) 13,500,000 13,500,000 
Series Floaters ZF 03 38, 1.21% 6/7/18 (Liquidity Facility Bank of America NA) (a)(b)(g) 1,635,000 1,635,000 
Miami-Dade County Expressway Auth. Participating VRDN Series 2016, 1.39% 6/7/18, LOC Dexia Cr. Local SA, (Liquidity Facility Dexia Cr. Local SA) (a)(g) 3,680,000 3,680,000 
Orange County Health Facilities Auth. Rev. Series 2008, 1.12% 6/7/18, LOC SunTrust Banks, Inc., VRDN (a) 1,995,000 1,995,000 
Saint Lucie County Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 2000, 0.92% 6/1/18, VRDN (a) 5,450,000 5,450,000 
South Miami Health Facilities Auth. Hosp. Rev. Participating VRDN:   
Series Floaters XF 25 17, 1.16% 6/7/18 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (a)(g) 2,210,000 2,210,000 
Series Floaters XF 25 30, 1.21% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 2,500,000 2,500,000 
Series Floaters XG 01 73, 1.21% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 5,000,000 5,000,000 
TOTAL FLORIDA  73,592,330 
Georgia - 1.0%   
Cobb County Gen. Obligations TAN Series 2018, 2.25% 11/30/18 10,000,000 10,037,000 
Gainesville & Hall County Hosp. Auth. Rev. Series 2017 C, 1.36% 6/7/18, VRDN (a) 1,855,000 1,855,000 
Monroe County Dev. Auth. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 2017, 0.97% 6/1/18, VRDN (a)(b) 8,135,000 8,135,000 
Paulding County Hosp. Auth. Rev. Series 2012 B, 1.07% 6/7/18, LOC Bank of America NA, VRDN (a) 10,000,000 10,000,000 
Savannah Econ. Dev. Auth. Rev. (Home Depot, Inc. Proj.) Series 1995, 1.14% 6/7/18, LOC SunTrust Banks, Inc., VRDN (a)(b) 1,395,000 1,395,000 
TOTAL GEORGIA  31,422,000 
Idaho - 0.2%   
Eagle Indl. Dev. Corp. Rev. (Camille Beckman Proj.) 1.3% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 270,000 270,000 
Idaho Gen. Oblig. TAN Series 2017, 4% 6/29/18 2,000,000 2,003,940 
Idaho Health Facilities Auth. Rev. Participating VRDN Series 16 XG 00 66, 1.31% 6/7/18 (Liquidity Facility Deutsche Bank AG New York Branch) (a)(g) 384,000 384,000 
Idaho Hsg. & Fin. Assoc. Single Family Mtg. Series A, 1.37% 6/7/18 (Liquidity Facility Fannie Mae) (Liquidity Facility Freddie Mac), VRDN (a) 2,580,000 2,580,000 
TOTAL IDAHO  5,237,940 
Illinois - 2.6%   
Austin Trust Various States Participating VRDN Series Floaters XG 00 08, 1.16% 6/7/18 (Liquidity Facility Bank of America NA) (a)(g) 5,095,000 5,095,000 
Centegra Health Sys. Participating VRDN Series Floaters XF 23 39, 1.24% 6/7/18 (Liquidity Facility Barclays Bank PLC) (a)(g) 2,625,000 2,625,000 
Chicago Board of Ed. Participating VRDN Series Floaters XG 01 08, 1.24% 6/7/18 (Liquidity Facility Barclays Bank PLC) (a)(g) 5,730,000 5,730,000 
Chicago O'Hare Int'l. Arpt. Rev. Participating VRDN Series Floaters XL 00 49, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 2,985,000 2,985,000 
Chicago Park District Gen. Oblig. Participating VRDN Series ROC II R 11935, 1.56% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 2,400,000 2,400,000 
Chicago Transit Auth. Rev. Bonds Participating VRDN Series XM 00 53, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 3,124,500 3,124,500 
Cook County Gen. Oblig. Participating VRDN Series 2015 XF0124, 1.32% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(g) 1,280,000 1,280,000 
Deutsche Spears/Lifers Trust Participating VRDN Series Floaters XG 00 50, 1.16% 6/7/18 (Liquidity Facility Deutsche Bank AG) (a)(g) 6,850,000 6,850,000 
Illinois Dev. Fin. Auth. Rev.:   
(Evanston Northwestern Health Care Corp. Proj.) Series 2001 B, 0.91% 6/1/18 (Liquidity Facility JPMorgan Chase Bank), VRDN (a) 1,980,000 1,980,000 
(YMCA of Metropolitan Chicago Proj.) Series 2001, 1.08% 6/7/18, LOC BMO Harris Bank NA, VRDN (a) 11,000,000 11,000,000 
Illinois Fin. Auth. Rev.:   
(OSF Healthcare Sys. Proj.):   
Series 2007 E, 1.07% 6/7/18, LOC Barclays Bank PLC, VRDN (a) 5,000,000 5,000,000 
Series 2009 D, 1.07% 6/7/18, LOC JPMorgan Chase Bank, VRDN (a) 2,625,000 2,625,000 
Participating VRDN:   
Series 2016, 1.16% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 3,510,000 3,510,000 
Series Floaters XM 06 12, 1.09% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 3,000,000 3,000,000 
Series 2008 C1, 1.08% 6/7/18 (Liquidity Facility JPMorgan Chase Bank), VRDN (a) 11,000,000 11,000,000 
Illinois Gen. Oblig. Participating VRDN Series 15 XF 1006, 1.31% 6/7/18 (Liquidity Facility Deutsche Bank AG) (a)(g) 2,278,500 2,278,500 
Reg'l. Transn Auth. Extend Series 2005 B, 1.85% 7/2/18, VRDN (a) 8,360,000 8,360,000 
Univ. of Illinois Rev. Series 2008, 1.2% 6/7/18 (Liquidity Facility JPMorgan Chase Bank), VRDN (a) 3,620,000 3,620,000 
TOTAL ILLINOIS  82,463,000 
Indiana - 0.4%   
Brownsburg 1999 School Bldg. Corp. BAN Series 2018, 2.5% 5/15/19 3,000,000 3,009,540 
Hamilton Southeastern Consolidated School Bldg. Corp. BAN Series 2018, 3% 12/15/18 (e) 900,000 905,274 
Indiana Dev. Fin. Auth. Envir. Rev. (PSI Energy Proj.) Series 2003 A, 1.29% 6/7/18, VRDN (a)(b) 4,015,000 4,015,000 
Indiana Fin. Auth. Rev. Series 2008 E7, 1.03% 6/7/18, VRDN (a) 3,305,000 3,305,000 
Indiana Health Facility Fing. Auth. Rev. (Ascension Health Cr. Group) Series 2005, 1.1% 6/7/18, VRDN (a) 1,200,000 1,200,000 
Indiana State Univ. Revs. Series 2018, 1.48% 8/20/18, CP 1,000,000 1,000,400 
TOTAL INDIANA  13,435,214 
Iowa - 0.5%   
Iowa Fin. Auth. Health Facilities Rev. Series 2013 B2, 0.83% 6/1/18, LOC MUFG Union Bank NA, VRDN (a) 6,600,000 6,600,000 
Iowa Fin. Auth. Midwestern Disaster Area Econ. Dev. Series 2012 IA, 1.21% 6/7/18, VRDN (a) 6,775,000 6,775,000 
Iowa Higher Ed. Ln. Auth. Rev. RAN (Private Ed. Working Cap. Ln. Prog.) Series 2018 A, 3.5% 5/9/19 2,000,000 2,028,500 
TOTAL IOWA  15,403,500 
Kansas - 0.3%   
Wichita Gen. Oblig. BAN Series 2018 290, 1.75% 4/13/19 11,135,000 11,137,672 
Kentucky - 0.9%   
Kentucky Econ. Dev. Fin. Auth. (Catholic Health Initiatives Proj.) Series C, 1.15% 6/7/18, VRDN (a) 10,625,000 10,625,000 
Kentucky State Property & Buildings Commission Rev. Participating VRDN Series XG 0113, 1.26% 6/7/18 (Liquidity Facility Barclays Bank PLC) (a)(g) 1,435,000 1,435,000 
Louisville & Jefferson County Metropolitan Swr. District Swr. & Drain Sys. Rev. BAN Series 2017, 5% 11/12/18 15,920,000 16,158,641 
TOTAL KENTUCKY  28,218,641 
Louisiana - 1.4%   
New Orleans Aviation Board Rev. Participating VRDN:   
Series Floater ZF 24 97, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 1,920,000 1,920,000 
Series Floaters XL 00 46, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 6,658,500 6,658,500 
Series Floaters ZM 05 58, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 1,920,000 1,920,000 
Saint James Parish Gen. Oblig. (Nucor Steel Louisiana LLC Proj.):   
Series 2010 A1, 1.14% 6/7/18, VRDN (a) 29,195,000 29,195,000 
Series 2010 B1, 1.19% 6/7/18, VRDN (a) 6,970,000 6,970,000 
TOTAL LOUISIANA  46,663,500 
Maine - 0.1%   
Auburn Rev. Oblig. Secs Series 2001, 1.23% 6/7/18, LOC TD Banknorth, NA, VRDN (a)(b) 130,000 130,000 
Old Town ME Solid Waste Disp. Series 2004, 1.29% 6/7/18, VRDN (a)(b)(c) 3,330,000 3,330,000 
TOTAL MAINE  3,460,000 
Maryland - 1.5%   
Indl. Dev. Fing. Auth. Port Facilities ( Occidental Petroleum Corp. Proj.) Series 2010, 1.22% 6/7/18, VRDN (a) 2,975,000 2,975,000 
Baltimore County Gen. Oblig. BAN Series 2018:   
4% 3/18/19 5,000,000 5,092,200 
4% 3/18/19 15,000,000 15,273,000 
JPMorgan Chase Participating VRDN Series Floaters XM 03 91, 1.1% 6/7/18 (a)(g) 3,975,000 3,975,000 
Maryland Cmnty. Dev. Administration Dept. of Hsg. & Cmnty. Dev.:   
Series 2006 G, 1.13% 6/7/18 (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a)(b) 4,000,000 4,000,000 
Series 2006 J, 1.08% 6/7/18 (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a)(b) 5,600,000 5,600,000 
Maryland Health & Higher Edl. Facilities Auth. Rev.:   
Series 1995, 1.26% 6/7/18 (Liquidity Facility Manufacturers & Traders Trust Co.), VRDN (a) 700,000 700,000 
Series 2018 B, 1.64% 6/4/18 (Liquidity Facility Wells Fargo Bank NA), CP 6,000,000 6,000,480 
Montgomery County Gen. Oblig. Series 2009 B, 1.62% 7/12/18 (Liquidity Facility JPMorgan Chase Bank), CP 5,000,000 5,002,100 
TOTAL MARYLAND  48,617,780 
Massachusetts - 0.7%   
Haverhill Gen. Oblig. BAN Series A, 2.5% 6/8/18 1,047,000 1,047,230 
Massachusetts Dev. Fin. Agcy. Rev. Participating VRDN Series Floaters XF 23 65, 1.26% 6/7/18 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (a)(g) 1,706,000 1,706,000 
Massachusetts Edl. Fing. Auth. Rev. Participating VRDN Series Floaters XF 23 06, 1.31% 6/7/18 (a)(b)(g) 2,865,000 2,865,000 
Massachusetts Gen. Oblig. RAN Series C, 2% 6/25/18 10,000,000 10,004,600 
North Middlesex Reg'l. School District BAN Series 2018, 2.5% 2/5/19 6,900,000 6,933,672 
Webster Gen. Oblig. BAN Series 2017 B, 2.25% 10/12/18 357,000 357,807 
TOTAL MASSACHUSETTS  22,914,309 
Michigan - 0.2%   
Lowell Mich Ltd. Oblig. Indl. Dev. (Litehouse, Inc. Proj.) Series 2003, 1.5% 6/7/18, LOC Fifth Third Bank, Cincinnati, VRDN (a)(b) 195,000 195,000 
Michigan Bldg. Auth. Rev. Participating VRDN Series Floaters XM 01 23, 1.26% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(g) 1,255,000 1,255,000 
Michigan Hsg. Dev. Auth. Single Family Mtg. Rev. (Single Family Mort 12/17/87 Proj.):   
Series 2009 C, 1.08% 6/7/18 (Liquidity Facility Barclays Bank PLC), VRDN (a) 1,300,000 1,300,000 
Series 2009 D, 1.12% 6/7/18 (Liquidity Facility Fed. Home Ln. Bank Topeka), VRDN (a) 135,000 135,000 
Univ. of Michigan Rev. Series K1, 1.6% 7/12/18, CP 3,700,000 3,701,739 
TOTAL MICHIGAN  6,586,739 
Mississippi - 0.8%   
Mississippi Bus. Fin. Corp. (Chevron U.S.A., Inc. Proj.) Series 2010 L, 0.85% 6/1/18, VRDN (a) 11,000,000 11,000,000 
Mississippi Bus. Fin. Corp. Rev. (Utils. Optimization LLC Proj.) Series 2002 A, 1.4% 6/7/18, LOC Cap. One Bank, VRDN (a)(b) 350,000 350,000 
Mississippi Bus. Fin. Corp. Solid Waste Disp. Rev. (Gulf Pwr. Co. Proj.) Series 2012, 1.25% 6/1/18, VRDN (a)(b) 9,520,000 9,520,000 
Perry County Poll. Cont. Rev. Series 2002, 1.21% 6/7/18, VRDN (a)(c) 4,360,000 4,360,000 
TOTAL MISSISSIPPI  25,230,000 
Missouri - 0.4%   
Curators of the Univ. of Missouri Series 2018, 1.6% 7/2/18, CP 4,000,000 4,001,160 
Deutsche Bank Spears/Lifers Trust Participating VRDN Series Floaters XF 10 15, 1.14% 6/7/18 (Liquidity Facility Deutsche Bank AG) (a)(g) 5,410,000 5,410,000 
Saint Louis Arpt. Rev.:   
Participating VRDN Series Floaters 07 004, 1.29% 6/7/18 (Liquidity Facility Dexia Cr. Local SA) (a)(g) 2,390,000 2,390,000 
RAN Series 2017 B, 5% 7/1/18 (b) 605,000 606,500 
TOTAL MISSOURI  12,407,660 
Nebraska - 0.2%   
Nebraska Invt. Fin. Auth. Single Family Hsg. Rev. Series B, 1.13% 6/7/18 (Liquidity Facility Fed. Home Ln. Bank Topeka), VRDN (a)(b) 6,300,000 6,300,000 
Stanton County Indl. Dev. Rev. Series 1998, 1.2% 6/7/18, VRDN (a)(b) 300,000 300,000 
TOTAL NEBRASKA  6,600,000 
Nevada - 0.5%   
Clark County Arpt. Rev. Participating VRDN Series ROC II R 11823, 1.26% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 4,590,000 4,590,000 
Clark County Fuel Tax Participating VRDN Series Floaters ZF 24 86, 1.08% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 1,900,000 1,900,000 
Clark County Indl. Dev. Rev. (Southwest Gas Corp. Proj.) 1.13% 6/7/18, LOC JPMorgan Chase Bank, VRDN (a)(b) 4,600,000 4,600,000 
Clark County McCarran Int'l. Arpt. Passenger Facility Charge Rev. Series 2010 F2, 1.04% 6/7/18, LOC MUFG Union Bank NA, VRDN (a) 4,605,000 4,605,000 
Sparks Econ. Dev. Rev. (RIX Industries Proj.) Series 2002, 1.3% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 120,000 120,000 
TOTAL NEVADA  15,815,000 
New Jersey - 2.4%   
Bloomingdale BAN Series 2018, 3% 3/5/19 3,600,000 3,628,368 
Burlington County Bridge Commission Lease Rev. BAN (Governmental Leasing Prog.) Series 2017 C, 2.5% 12/12/18 1,045,000 1,049,671 
Carteret Gen. Oblig. BAN:   
Series 2017:   
2.5% 6/1/18 1,843,000 1,843,000 
2.5% 10/25/18 384,000 385,336 
Series 2018, 2.75% 2/1/19 3,686,000 3,708,300 
Cherry Hill Township Gen. Oblig. BAN Series 2017, 3% 10/16/18 2,180,000 2,192,143 
East Brunswick Township Gen. Oblig. BAN Series 2018, 3% 3/14/19 4,700,000 4,740,796 
Englewood Gen. Oblig. BAN Series 2018, 3% 4/2/19 12,700,000 12,802,870 
Highland Park Gen. Oblig. BAN Series 2018, 3% 4/16/19 2,891,000 2,918,927 
Holmdel Township Gen. Oblig. BAN Series 2017, 2.5% 10/26/18 280,000 281,039 
Howell Township Gen. Oblig. BAN Series 2017 A, 3% 10/17/18 1,155,000 1,161,260 
Jersey City Gen. Oblig. BAN Series 2018 A, 2.5% 1/18/19 1,585,000 1,592,101 
Livingston Township Gen. Oblig. BAN Series 2018, 3% 2/6/19 3,072,000 3,096,791 
Long Beach Township Gen. Oblig. BAN Series 2018 A, 3% 3/14/19 3,312,000 3,342,570 
Long Branch Gen. Oblig. BAN Series 2018 B, 2.75% 2/8/19 8,095,000 8,143,732 
Maple Shade Township BAN Series 2017, 2.25% 9/7/18 400,000 400,512 
Millstone Township Gen. Oblig. BAN Series 2017, 2.25% 9/12/18 307,000 307,682 
New Brunswick Gen. Oblig. BAN Series 2017, 2% 6/4/18 1,126,000 1,126,056 
New Jersey Health Care Facilities Fing. Auth. Rev. Participating VRDN Series 16 XG 00 47, 1.4% 6/7/18 (Liquidity Facility Deutsche Bank AG New York Branch) (a)(g) 7,496,000 7,496,000 
New Jersey Trans. Trust Fund Auth. Participating VRDN Series DCL 08 33, 1.34% 6/7/18 (Liquidity Facility Dexia Cr. Local SA) (a)(g) 2,175,000 2,175,000 
Plainfield Gen. Oblig. BAN Series 2017, 2% 8/28/18 398,000 398,482 
Readington Township Gen. Oblig. BAN Series 2018 A, 2% 1/29/19 1,850,000 1,853,127 
Roselle County of Union BAN Series 2017, 2.25% 9/14/18 333,000 333,543 
Saddle Brook Township Gen. Oblig. BAN Series 2018, 3% 5/30/19 3,150,000 3,182,193 
Salem County Gen. Oblig. BAN Series 2017, 2.25% 6/21/18 855,000 855,239 
South Brunswick Township BAN Series 2017, 2.25% 10/2/18 413,000 413,917 
South Orange Village Township Rev. BAN Series 2017, 3% 7/12/18 2,611,000 2,615,569 
Vineland Gen. Oblig. BAN Series 2017, 2.5% 11/15/18 1,303,000 1,307,873 
Wood-Ridge Gen. Oblig. BAN Series 2017, 2.25% 9/14/18 2,510,000 2,514,744 
TOTAL NEW JERSEY  75,866,841 
New York - 7.1%   
Amityville Union Free School District BAN Series 2017, 2.25% 6/22/18 460,000 460,221 
Binghamton Gen. Oblig. BAN:   
Series 2017:   
2.25% 6/29/18 2,790,000 2,791,618 
2.5% 11/16/18 2,665,000 2,674,541 
Series 2018 B, 3% 4/19/19 2,000,000 2,019,860 
Broome County Gen. Oblig. BAN Series 2018 A, 3% 5/3/19 6,291,662 6,359,801 
Canastota Central School District BAN Series 2017, 2.5% 7/20/18 455,000 455,610 
Canton Cent School District BAN Series 2017, 2.25% 6/29/18 425,000 425,255 
Cassadaga Vy N Y Cent School District BAN Series 2017 A, 2.25% 7/17/18 875,000 875,674 
Central Valley Central School District BAN Series 2017, 2.5% 6/29/18 805,000 805,588 
Chautauqua Lake Central School District BAN Series 2017, 2.25% 6/28/18 2,625,000 2,626,418 
Chenango Forks Cent School Dis BAN Series 2017, 2.25% 6/20/18 3,895,000 3,896,714 
Copiague Union Free School District TAN Series 2017, 2% 6/21/18 830,000 830,232 
Corning School District Gen. Oblig. BAN Series 2017 A, 2% 6/21/18 150,000 150,041 
East Aurora Union Free School District BAN Series A, 2.25% 8/1/18 325,000 325,377 
Eden BAN Series 2018, 3% 3/7/19 3,000,000 3,024,720 
Ellenville Cent School District BAN Series 2017, 2.25% 6/29/18 2,260,000 2,261,266 
Elmira City School District BAN Series B, 2.25% 6/28/18 445,000 445,249 
Geneva BAN Series 2018, 3% 5/8/19 5,718,195 5,773,604 
Gloversville School District BAN Series 2017, 2.25% 10/19/18 590,000 591,499 
Hornell City School District BAN Series 2017, 2% 6/22/18 2,470,000 2,470,618 
Ithaca Gen. Oblig. BAN Series 2018 A, 2.75% 2/15/19 1,770,000 1,782,213 
Jamestown City School District BAN Series 2017, 2.5% 6/21/18 260,000 260,130 
Jordan-Elbridge N Y Cent BAN Series 2017, 2.25% 6/28/18 1,105,000 1,105,619 
Lafayette Central School Distr RAN Series 2017, 2.25% 6/22/18 875,000 875,420 
Lansingburgh Central School District BAN Series 2017, 2.5% 7/20/18 510,000 510,683 
Lyons Cent School District BAN Series 2017, 2.25% 6/29/18 355,000 355,202 
Marcellus Central School District BAN Series 2017, 2.25% 6/29/18 355,000 355,227 
Nassau County Gen. Oblig. TAN Series 2017 B, 3% 9/18/18 9,645,000 9,689,560 
New York City Gen. Oblig. Series 2006, 1.79% 6/1/18 (FSA Insured), VRDN (a) 7,325,000 7,325,000 
New York City Hsg. Dev. Corp. Multi-family Rental Hsg. Rev.:   
(255 West 9th Street Proj.) Series 2001 A, 1.06% 6/7/18, LOC Fannie Mae, VRDN (a)(b) 16,000,000 16,000,000 
(Brittany Dev. Proj.) Series A, 1.06% 6/7/18, LOC Fannie Mae, VRDN (a)(b) 10,000,000 10,000,000 
New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev.:   
Participating VRDN Series Floaters XF 25 69, 1.09% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 2,000,000 2,000,000 
Series 2009 BB1, 0.94% 6/1/18 (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (a) 5,000,000 5,000,000 
Series 2014 AA, 0.85% 6/1/18 (Liquidity Facility TD Banknorth, NA), VRDN (a) 4,595,000 4,595,000 
Series 2017 BB, 1% 6/1/18 (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a) 1,530,000 1,530,000 
Series 3013 AA-2, 1.07% 6/7/18 (Liquidity Facility Bank of Tokyo-Mitsubishi UFJ Ltd.), VRDN (a) 6,370,000 6,370,000 
New York City Transitional Fin. Auth. Rev.:   
Series 2002 2E, 1.23% 6/7/18, VRDN (a) 3,365,000 3,365,000 
Series 2003 A3, 1.07% 6/7/18 (Liquidity Facility Bank of Tokyo-Mitsubishi UFJ Ltd.), VRDN (a) 1,895,000 1,895,000 
Series 2016 E4, 0.92% 6/1/18 (Liquidity Facility JPMorgan Chase Bank), VRDN (a) 10,000,000 10,000,000 
New York Dorm. Auth. Sales Tax Rev. Participating VRDN Series Floaters XF 05 71, 1.09% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(g) 1,065,000 1,065,000 
New York Hsg. Fin. Agcy. Rev. Series 2014 A, 1.18% 6/7/18, VRDN (a) 1,530,000 1,530,000 
New York Pwr. Auth. Series 2018, 1.53% 8/9/18 (Liquidity Facility TD Banknorth, NA) (Liquidity Facility Wells Fargo Bank NA), CP 5,000,000 5,001,050 
New York State Energy Research & Dev. Auth. Facilities Rev. Series 2010 A, 1.08% 6/7/18, LOC Bank of Nova Scotia, VRDN (a)(b) 6,000,000 6,000,000 
New York State Hsg. Fin. Agcy. Rev. Series 2016 A, 0.96% 6/1/18, VRDN (a) 2,395,000 2,395,000 
North Tonawanda City School District BAN Series 2017, 2.2% 8/24/18 830,000 831,453 
Ogdensburg Enlrg Cty School District BAN Series 2017, 2.5% 6/20/18 11,375,000 11,381,598 
Oneida County Indl. Dev. Agcy. Rev. (Champion Home Builders Co. Proj.) 1.33% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 1,745,000 1,745,000 
Onondaga County Indl. Dev. Agcy. Indl. Dev. Rev. (Var G A Braun, Inc. Proj.) Series 2007, 1.36% 6/7/18, LOC Manufacturers & Traders Trust Co., VRDN (a)(b) 1,550,000 1,550,000 
Oyster Bay Gen. Oblig. BAN Series 2017 C, 2.5% 6/1/18 600,000 600,000 
Poughkeepsie Gen. Oblig. BAN Series 2018 A, 4% 5/3/19 1,836,455 1,855,003 
Poughkeepsie Town BAN Series 2018, 3% 3/8/19 3,800,000 3,831,426 
Putnam County Indl. Dev. Agcy. Rev. Series 2006 A, 1.4% 6/7/18, LOC RBS Citizens NA, VRDN (a) 1,500,000 1,500,000 
Queensbury Union Free School District BAN Series 2017, 2.5% 7/13/18 810,000 810,988 
Randolph Cent School District BAN Series 2017, 2.25% 6/20/18 925,000 925,407 
Red Creek Central School District BAN Series 2017, 2.25% 6/29/18 565,000 565,311 
Rockland County Gen. Oblig. TAN Series 2018, 3% 4/2/19 12,500,000 12,617,500 
Rome City School District BAN Series 2017, 2.25% 8/3/18 1,105,000 1,106,138 
Schoharie County BAN Series 2017, 2.5% 11/8/18 955,000 958,877 
Sodus Cent School District BAN Series 2017, 2.25% 6/19/18 1,200,000 1,200,504 
South Glens Falls Central School District BAN Series 2017 A, 2.25% 7/27/18 1,015,000 1,016,127 
Stillwater N Y BAN Series 2017, 2.25% 6/7/18 1,410,000 1,410,099 
Suffolk County Gen. Oblig.:   
RAN Series 2018, 2% 3/21/19 2,500,000 2,506,950 
TAN:   
Series 2017 I, 2.25% 9/27/18 665,000 666,310 
Series 2017, 2.5% 7/25/18 27,335,000 27,370,536 
Syracuse Gen. Oblig. RAN:   
Series 2017, 2.25% 6/29/18 2,000,000 2,001,080 
Series B, 2.25% 7/10/18 1,960,000 1,961,411 
Tonawanda BAN Series 2017, 2.25% 6/7/18 1,265,000 1,265,164 
Troy Rensselaer County BAN Series 2018 A, 2.75% 2/8/19 4,020,000 4,043,115 
Tupper Lake N Y Cent School District BAN Series 2017, 2.25% 6/21/18 890,000 890,409 
Ulster County Indl. Dev. Agcy. I (Selux Corp. Proj.) Series A, 1.44% 6/7/18, LOC Manufacturers & Traders Trust Co., VRDN (a)(b) 70,000 70,000 
Village of Island Park BAN:   
Series 2017, 2.5% 6/6/18 645,000 645,077 
Series 2018, 3% 3/6/19 1,000,000 1,007,750 
West Genesee Cent School District BAN Series 2017 A, 2.25% 7/6/18 765,000 765,589 
Whitney Point Central School District BAN Series 2017, 2.25% 8/17/18 2,740,000 2,743,041 
TOTAL NEW YORK  228,110,873 
Non-State Specific - 0.1%   
BB&T Muni. Trust Series 2016, 2.11% 12/31/19, CP (a)(c) 1,632,961 1,642,775 
North Carolina - 0.0%   
Alamance County Idnl Facilities Poll Fing. Auth. Series 2001, 1.25% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 400,000 400,000 
Hertford County Indl. Facilities Poll. Cont. Fing. Auth. Series 2000 B, 1.22% 6/7/18, VRDN (a)(b) 1,100,000 1,100,000 
TOTAL NORTH CAROLINA  1,500,000 
Ohio - 1.2%   
Avon Lake BAN Series 2017, 2.5% 7/11/18 700,000 700,742 
Belmont County BAN Series 2018 A, 3% 4/18/19 2,286,000 2,307,420 
Cleveland Arpt. Sys. Rev. Series 2009 D, 1.04% 6/7/18, LOC U.S. Bank NA, Cincinnati, VRDN (a) 6,380,000 6,380,000 
Grove City Gen. Oblig. BAN Series 2018, 2.5% 3/7/19 2,000,000 2,009,820 
Highland Heights Gen. Oblig. BAN Series 2018, 2.75% 6/13/19 (e) 2,300,000 2,315,847 
Lakewood Income Tax Rev. BAN Series 2018, 2.5% 3/28/19 5,000,000 5,028,050 
Lorain County Gen. Oblig. BAN Series 2017, 2% 11/7/18 450,000 450,653 
Lucas County Hosp. Rev. Participating VRDN Series Floaters 002, 1.24% 7/12/18 (Liquidity Facility Barclays Bank PLC) (a)(g)(h) 7,655,000 7,655,000 
Napoleon City Captial Facilities BAN Series 2018, 2.75% 2/27/19 900,000 904,977 
Newark Gen. Oblig. BAN:   
Series 2017, 2.05% 10/30/18 1,265,000 1,267,113 
Series 2018, 2.8% 1/16/19 2,500,000 2,513,150 
Ohio Higher Edl. Facility Commission Rev. Series B6, 1.38% tender 6/21/18, CP mode 2,000,000 2,000,060 
Ohio Tpk. Commission Tpk. Rev. Participating VRDN Series Floaters XL 00 57, 1.16% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 5,000,000 5,000,000 
TOTAL OHIO  38,532,832 
Oklahoma - 0.1%   
Oklahoma School District & County Rev. Anticipation RAN Series 2017, 1.3% 6/29/18 1,620,000 1,618,947 
Pennsylvania - 0.5%   
Berks County Indl. Dev. Auth. Rev. (KTB Real Estate Partnership Proj.) 1.3% 6/7/18, LOC Manufacturers & Traders Trust Co., VRDN (a)(b) 115,000 115,000 
Luzerne County TRAN Series 2018, 3% 6/29/18 655,000 655,439 
Luzerne Indl. Dev. Auth. Series 2006 A, 1.25% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 365,000 365,000 
Montgomery County Higher Ed. & Health Auth. Rev. Series 2018 D, 1.4% 6/7/21, VRDN (a) 6,825,000 6,825,000 
Pennsylvania Higher Edl. Facilities Auth. Rev. Series 2015 B, 1.38% 6/7/18, VRDN (a) 2,635,000 2,635,000 
Philadelphia Auth. For Indl. Series 2017 B, 1.38% 6/7/18, VRDN (a) 5,355,000 5,355,000 
Scranton Tax & Rev. TRAN Series 2018, 2.9% 12/15/18 (c) 1,390,000 1,388,221 
TOTAL PENNSYLVANIA  17,338,660 
Rhode Island - 0.1%   
Cumberland TAN Series 2018 1, 3% 6/15/18 3,000,000 3,001,800 
South Carolina - 0.9%   
Berkeley County Indl. Dev. Rev. (Nucor Corp. Proj.):   
Series 1995, 1.2% 6/7/18, VRDN (a)(b) 3,700,000 3,700,000 
Series 1997, 1.2% 6/7/18, VRDN (a)(b) 2,400,000 2,400,000 
Richland County Gen. Oblig. BAN Series 2018, 3% 2/27/19 5,000,000 5,051,500 
South Carolina Jobs-Econ. Dev. Auth. Econ. Dev. Rev. Series 2008, 1.12% 6/7/18, LOC SunTrust Banks, Inc., VRDN (a) 1,455,000 1,455,000 
South Carolina Pub. Svc. Auth. Rev. Participating VRDN:   
Series Floaters XM 02 91, 1.21% 6/7/18 (Liquidity Facility Royal Bank of Canada) (a)(g) 145,000 145,000 
Series Floaters XM 03 84, 1.26% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(g) 4,885,000 4,885,000 
South Carolina St. Pub. Svc. Auth. Rev. Participating VRDN Series XG 0046, 1.26% 6/7/18 (Liquidity Facility Toronto-Dominion Bank) (a)(g) 460,000 460,000 
Spartanburg County School District No. 7 BAN Series 2017, 5% 11/15/18 9,940,000 10,095,462 
TOTAL SOUTH CAROLINA  28,191,962 
Tennessee - 0.3%   
Chattanooga Health Ed. & Hsg. Facility Board Rev. (Catholic Health Initiatives Proj.) Series C, 1.28% 6/7/18, VRDN (a) 7,610,000 7,610,000 
Memphis-Shelby County Indl. Dev. Board Facilities Rev. Series 2007, 1.2% 6/7/18, VRDN (a)(b) 770,000 770,000 
Union City Indl. Dev. (Kohler Co. Proj.) Series 1995, 1.3% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 1,000,000 1,000,000 
TOTAL TENNESSEE  9,380,000 
Texas - 3.6%   
Austin Arpt. Sys. Rev. Series 2005 3, 1.07% 6/7/18, LOC Sumitomo Mitsui Banking Corp., VRDN (a)(b) 17,000,000 17,000,000 
Dallas Fort Worth Int'l. Arpt. Rev. Participating VRDN Series Floaters XF 10 61, 1.28% 6/7/18 (Liquidity Facility Deutsche Bank AG New York Branch) (a)(b)(g) 2,880,000 2,880,000 
Deutsche Spears/Lifers Trust Participating VRDN Series Floaters XG 00 58, 1.13% 6/7/18 (Liquidity Facility Deutsche Bank AG) (a)(g) 1,085,000 1,085,000 
Harris County Cultural Ed. Facilities Fin. Corp. Rev. Series 2016 C, 1.05% 6/7/18, VRDN (a) 1,200,000 1,200,000 
Mission Econ. Dev. Corp. Idr (CMI Proj.) Series 2007, 1.25% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 120,000 120,000 
North Texas Tollway Auth. Rev. Participating VRDN:   
Series Floaters XF 25 05, 1.26% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 358,500 358,500 
Series Floaters XM 05 60, 1.31% 6/7/18 (Liquidity Facility Bank of America NA) (a)(g) 690,000 690,000 
Port Arthur Navigation District Envir. Facilities Rev. (Motiva Enterprises LLC Proj.):   
Series 2001 A, 1.15% 6/1/18, VRDN (a) 2,485,000 2,485,000 
Series 2004, 1.36% 6/7/18, VRDN (a)(b) 20,415,000 20,415,000 
Series 2010 B, 1.15% 6/1/18, VRDN (a) 10,705,000 10,705,000 
Series 2010 C, 1.16% 6/1/18, VRDN(a) 8,460,000 8,460,000 
Series 2010 D, 1.16% 6/1/18, VRDN (a) 8,015,000 8,015,000 
Tarrant County Cultural Ed. Facilities Fin. Corp. Hosp. Rev. Participating VRDN Series 2015, 1.29% 6/7/18 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (a)(g) 6,630,000 6,630,000 
Texas Gen. Oblig.:   
Series 2006 B, 1% 6/7/18 (Liquidity Facility California Pub. Employees Retirement Sys.) (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a) 10,025,000 10,025,000 
Series 2014 D, 1.08% 6/7/18 (Liquidity Facility Fed. Home Ln. Bank of Dallas), VRDN (a) 4,250,000 4,250,000 
TRAN Series 2017, 4% 8/30/18 21,500,000 21,639,750 
TOTAL TEXAS  115,958,250 
Utah - 0.8%   
Intermountain Pwr. Agcy. Pwr. Supply Rev. Series 2018 B, 1.7% 6/4/18 (Liquidity Facility Bank of America NA), CP 10,000,000 10,000,800 
Salt Lake City Arpt. Rev. Participating VRDN:   
Series 17 XM 0493, 1.31% 6/7/18 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (a)(b)(g) 5,248,000 5,248,000 
Series 17 ZF 0540, 1.24% 6/7/18 (Liquidity Facility JPMorgan Chase Bank) (a)(g) 700,000 700,000 
Series Floaters XM 05 06, 1.31% 6/7/18 (Liquidity Facility Cr. Suisse AG) (a)(b)(g) 6,532,000 6,532,000 
Series Floaters ZM 05 51, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(b)(g) 1,920,000 1,920,000 
TOTAL UTAH  24,400,800 
Virginia - 0.1%   
Hampton Roads Transn Accountability Commission Participating VRDN Series Floaters XF 06 06, 1.11% 6/7/18 (Liquidity Facility Bank of America NA) (a)(g) 3,400,000 3,400,000 
Washington - 0.3%   
Port Chehalis Indl. Dev. Rev. (JLT Holding, LLC Proj.) Series 2003, 1.25% 6/7/18, LOC Wells Fargo Bank NA, VRDN (a)(b) 700,000 700,000 
Port of Seattle Rev. Series 2008, 1.25% 6/7/18, LOC Bank of Tokyo-Mitsubishi UFJ Ltd., VRDN (a)(b) 4,500,000 4,500,000 
Seattle Hsg. Auth. Rev. (Douglas Apts. Proj.) 1.25% 6/7/18, LOC KeyBank NA, VRDN (a) 185,000 185,000 
Washington Econ. Dev. Fin. Auth. Rev. Participating VRDN Series Floaters 005, 1.41% 7/12/18 (Liquidity Facility Barclays Bank PLC) (a)(b)(g)(h) 2,700,000 2,700,000 
Washington Health Care Facilities Auth. Rev. Participating VRDN:   
Series Floaters XF 25 27, 1.09% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 1,000,000 1,000,000 
Series MS 3354, 1.46% 6/7/18 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (a)(g) 2,025,000 2,025,000 
TOTAL WASHINGTON  11,110,000 
Wisconsin - 1.1%   
Appleton Redev. Auth. Rev. (Fox Cities Performing Arts Ctr. Proj.) Series 2001 B, 1.08% 6/7/18, LOC JPMorgan Chase Bank, VRDN (a) 2,100,000 2,100,000 
Deutsche Bank Spears/Lifers Trust Participating VRDN Series Floaters XF 10 28, 1.13% 6/7/18 (Liquidity Facility Deutsche Bank AG) (a)(g) 2,370,000 2,370,000 
JPMorgan Chase Participating VRDN Series Floaters XF 01 27, 1.24% 6/7/18 (a)(g) 1,060,000 1,060,000 
Milwaukee Gen. Oblig. RAN Series 2018 R3, 4% 5/16/19 10,000,000 10,208,000 
Milwaukee School District RAN Series 2017, 5% 9/27/18 9,040,000 9,144,322 
Wisconsin Health & Edl. Facilities Participating VRDN Series 2017 ZF 2412, 1.31% 6/7/18 (Liquidity Facility Citibank NA) (a)(g) 1,920,000 1,920,000 
Wisconsin Hsg. & Econ. Dev. Auth. Series 2018 C, 1.07% 6/7/18 (Liquidity Facility Royal Bank of Canada), VRDN (a) 6,500,000 6,500,000 
Wisconsin Hsg. and Econ. Dev. Auth. Home Ownership Rev. Series 2004 E, 1.13% 6/7/18 (Liquidity Facility Fed. Home Ln. Bank Chicago), VRDN (a)(b) 2,485,000 2,485,000 
TOTAL WISCONSIN  35,787,322 
Wyoming - 0.1%   
Converse County Poll. Cont. Rev. (Pacificorp Projs.) Series 1992, 1.13% 6/7/18, VRDN(a) 3,600,000 3,600,000 
TOTAL MUNICIPAL NOTES   
(Cost $1,153,357,894)  1,153,266,042 
Comercial Paper – 0.1%   
Houston Airport System Rev. 0% 7/6/18   
(Cost $4,500,000) 4,500,000 4,501,800 
 Shares Value 
Municipal Bond Funds – 0.7%   
Eaton Vance California Municipal Bond Fund Preferred Shares (c) 3,725,000 3,733,717  
Eaton Vance Massachusetts Municipal Bond Fund Preferred Shares (c) 1,400,000  1,401,806  
Eaton Vance Municipal Bond Fund Preferred Shares (c) 2,175,000  2,178,045  
Eaton Vance Pennsylvania Municipal Bond Fund Preferred Shares (c) 1,325,000  1,326,709  
Nuveen AMT-Free Municipal Income Fund Preferred Shares (c) 7,600,000  7,600,000  
Nuveen California AMT-Free Municipal Income Fund 4,400,000  4,400,000  
Nuveen NY AMT-Free Municipal Income Fund 6,800,000  6,800,000  
TOTAL MUNICIPAL BOND FUNDS   
(Cost $27,424,482)  27,440,277  
Money Market Funds – 15.8%   
Fidelity Investments Money Market Government Portfolio Institutional Class 1.68%(i)(j) 188,320,059 188,320,059 
Fidelity Municipal Cash Central Fund, 1.15% (k)(l) 611,314 611,375 
Fidelity SAI Municipal Money Market Fund, 1.19%(i)(j) 316,534,004 316,565,589 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.67%(j) 301,505 301,505 
TOTAL MONEY MARKET FUNDS   
(Cost $505,760,793)  505,798,528 
TOTAL INVESTMENT IN SECURITIES - 99.9%   
(Cost $3,219,611,987)  3,217,202,720 
NET OTHER ASSETS (LIABILITIES) - 0.1%  1,915,471 
NET ASSETS - 100%  $3,219,118,191 

Security Type Abbreviations

VRDN – VARIABLE RATE DEMAND NOTE (A debt instrument that is payable upon demand, either daily, weekly or monthly)

CP – COMMERCIAL PAPER

Legend

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

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

 (c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $36,689,144 or 1.1% of net assets.

 (d) Coupon is indexed to a floating interest rate which may be multiplied by a specified factor and/or subject to caps or floors.

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

 (f) Non-income producing - Security is in default.

 (g) Provides evidence of ownership in one or more underlying municipal bonds.

 (h) 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 $16,055,000 or 0.5% of net assets.

 (i) Affiliated Fund

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

 (k) Information in this report regarding holdings by state and security types does not reflect the holdings of the Fidelity Municipal Cash Central Fund.

 (l) Affiliated fund that is 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.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
California Health Facilities Fing. Auth. Participating VRDN Series Floaters 013, 1.22% 7/12/18 (Liquidity Facility Barclays Bank PLC) 2/2/18 - 2/9/18 $2,430,000 
Dignity Health Participating VRDN Series 17 04, SIFMA Municipal Swap Index + 0.160% 1.22% 7/12/18 (Liquidity Facility Barclays Bank PLC) 2/2/18 - 2/9/18 $3,270,000 
Lucas County Hosp. Rev. Participating VRDN Series Floaters 002, 1.24% 7/12/18 (Liquidity Facility Barclays Bank PLC) 2/2/18 $7,655,000 
Washington Econ. Dev. Fin. Auth. Rev. Participating VRDN Series Floaters 005, 1.41% 7/12/18 (Liquidity Facility Barclays Bank PLC) 3/1/18 $2,700,000 

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 Municipal Cash Central Fund $20,861 
Total $20,861 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

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, excluding any Money Market Central Funds, is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds(a) Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Conservative Income Municipal Bond Fund Institutional Class $-- $551,102,572 $551,499,983 $362,586 $397,411 $-- $-- 
Fidelity Investments Money Market Government Portfolio Institutional Class 1.68% -- 944,592,040 756,271,981 1,788,848 -- -- 188,320,059 
Fidelity Limited Term Municipal Income Fund -- 73,400,050 73,333,542 30,151 (66,508) -- -- 
Fidelity SAI Municipal Money Market Fund, 1.26% -- 316,529,499 1,628 1,121,439 -- 37,718 316,565,589 
Total $-- $1,885,624,161 $1,381,107,134 $3,303,024 $330,903 $37,718 $504,885,648 

 (a) Includes the value of shares redeemed through in-kind transactions, if applicable. See the Notes to Financial Statements for additional details.


Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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:     
Municipal Securities $2,679,462,115 $-- $2,679,462,115 $-- 
Money Market Funds 505,798,528 505,798,528 -- -- 
Commercial Paper 4,501,800 -- 4,501,800 -- 
Investment Companies 27,440,277 -- 27,440,277 -- 
Total Investments in Securities: $3,217,202,720 $505,798,528 $2,711,404,192 $-- 

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


Financial Statements

Statement of Assets and Liabilities

  May 31, 2018 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $2,714,152,682) 
$2,711,705,697  
Fidelity Central Funds (cost $611,375) 611,375  
Other affiliated issuers (cost $504,847,930) 504,885,648  
Total Investment in Securities (cost $3,219,611,987)  $3,217,202,720 
Cash  3,279,749 
Receivable for investments sold  14,888,901 
Receivable for fund shares sold  4,360,115 
Dividends receivable  622,888 
Interest receivable  20,726,974 
Distributions receivable from Fidelity Central Funds  3,270 
Prepaid expenses  29,179 
Other receivables  2,100 
Total assets  3,261,115,896 
Liabilities   
Payable for investments purchased   
Regular delivery $24,662,028  
Delayed delivery 11,141,915  
Payable for fund shares redeemed 1,919,078  
Distributions payable 3,488,198  
Accrued management fee 213,122  
Other affiliated payables 257,860  
Other payables and accrued expenses 315,504  
Total liabilities  41,997,705 
Net Assets  $3,219,118,191 
Net Assets consist of:   
Paid in capital  $3,221,049,973 
Undistributed net investment income  72,416 
Accumulated undistributed net realized gain (loss) on investments  405,069 
Net unrealized appreciation (depreciation) on investments  (2,409,267) 
Net Assets, for 322,115,740 shares outstanding  $3,219,118,191 
Net Asset Value, offering price and redemption price per share ($3,219,118,191 ÷ 322,115,740 shares)  $9.99 

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


Statement of Operations

  For the period
December 28, 2017 (commencement of operations) to
May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $646,631 
Affiliated issuers  3,303,024 
Interest  13,385,057 
Income from Fidelity Central Funds  20,861 
Total income  17,355,573 
Expenses   
Management fee $3,681,158  
Transfer agent fees 836,867  
Accounting fees and expenses 199,358  
Custodian fees and expenses 29,311  
Independent trustees' fees and expenses 10,499  
Registration fees 1,049,148  
Audit 45,444  
Legal 848  
Miscellaneous 3,460  
Total expenses before reductions 5,856,093  
Expense reductions (2,855,453)  
Total expenses after reductions  3,000,640 
Net investment income (loss)  14,354,933 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 90,422  
Affiliated issuers 330,903  
Total net realized gain (loss)  421,325 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (2,446,985)  
Affiliated issuers 37,718  
Total change in net unrealized appreciation (depreciation)  (2,409,267) 
Net gain (loss)  (1,987,942) 
Net increase (decrease) in net assets resulting from operations  $12,366,991 

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


Statement of Changes in Net Assets

 For the period
December 28, 2017 (commencement of operations) to
May 31, 2018 
Increase (Decrease) in Net Assets  
Operations  
Net investment income (loss) $14,354,933 
Net realized gain (loss) 421,325 
Change in net unrealized appreciation (depreciation) (2,409,267) 
Net increase (decrease) in net assets resulting from operations 12,366,991 
Distributions to shareholders from net investment income (14,280,034) 
Share transactions  
Proceeds from sales of shares 3,425,934,174 
Reinvestment of distributions 1,205,214 
Cost of shares redeemed (206,108,154) 
Net increase (decrease) in net assets resulting from share transactions 3,221,031,234 
Total increase (decrease) in net assets 3,219,118,191 
Net Assets  
Beginning of period – 
End of period $3,219,118,191 
Other Information  
Undistributed net investment income end of period $72,416 
Shares  
Sold 342,618,277 
Issued in reinvestment of distributions 120,636 
Redeemed (20,623,173) 
Net increase (decrease) 322,115,740 

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


Financial Highlights

Strategic Advisers Tax-Sensitive Short Duration Fund

  
Years ended May 31, 2018 A 
Selected Per–Share Data  
Net asset value, beginning of period $10.00 
Income from Investment Operations  
Net investment income (loss)B .053 
Net realized and unrealized gain (loss) (.014) 
Total from investment operations .039 
Distributions from net investment income (.049) 
Total distributions (.049) 
Net asset value, end of period $9.99 
Total ReturnC,D .39% 
Ratios to Average Net AssetsE,F  
Expenses before reductions .52%G 
Expenses net of fee waivers, if any .26%G,H 
Expenses net of all reductions .26%G,H 
Net investment income (loss) 1.28%G 
Supplemental Data  
Net assets, end of period (000 omitted) $3,219,118 
Portfolio turnover rateI 180%J 

 A For the period December 28, 2017 (commencement of operations) to May 31, 2018.

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

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

 G Annualized

 H Audit fees are not annualized.

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

 J Amount not annualized.


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


Notes to Financial Statements

For the period ended May 31, 2018

1. Organization.

Strategic Advisers Tax-Sensitive 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 certain clients of Strategic Advisers LLC (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. Municipal securities 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. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, 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, 2018 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, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. 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), certain independent Trustees have elected 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, 2018, 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 daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to market discount, deferred trustees compensation, and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $659,137 
Gross unrealized depreciation (3,005,142) 
Net unrealized appreciation (depreciation) $(2,346,005) 
Tax Cost $3,219,548,725 

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

Undistributed ordinary income $429,527 
Net unrealized appreciation (depreciation) on securities and other investments $(2,346,005) 

The tax character of distributions paid was as follows:

 May 31, 2018(a) 
Tax-exempt Income $14,280,034 

 (a) For the period December 28, 2017 (commencement of operations) to May 31, 2018.


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, 2018. Management is currently evaluating the potential impact of these changes to the financial statements.

3. 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 $4,776,181,045 and $2,866,552,074, respectively.

Reallocation of Underlying Fund Investments. During the period, the investment adviser reallocated investments of the Fund. This involved a taxable redemption of the Fund's interest in Wells Fargo Advantage Ultra Short-Term Municipal Income Fund Administrator Class. The Fund redeemed 106,452,587 shares of Wells Fargo Advantage Ultra Short-Term Municipal Income Fund Administrator Class in exchange for investments, including accrued interest, and cash with a value of $1,018,092,361. The net realized gain of $150,618 on the Fund's redemptions of Wells Fargo Advantage Ultra Short-Term Municipal Income Fund Administrator Class shares are included in "Net realized gain (loss) on Investment securities: Unaffiliated issuers" in the accompanying Statement of Operations.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .55% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .33% of the Fund's average net assets.

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

Sub-Advisers. FIAM LLC (an affiliate of the investment adviser), T. Rowe Price Associates, Inc. and Wells Capital Management, 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. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .07% of average net assets.

During June 2018, the Board approved that effective July 1, 2018 transfer agent fees will not be paid by the Fund and will instead be 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.

Reallocation of Underlying Fund Investments. During the period, the investment adviser reallocated investments of the Fund. This involved taxable redemptions of the Fund's interest in the Underlying Fidelity Funds, see table below, in exchange for investments and cash, including accrued interest, totaling $624,833,525. The net realized gain of $330,903 on the redemptions of the Underlying Fidelity Funds is included in the accompanying Statement of Operations in "Net realized gain (loss) on: Affiliated issuers".

Underlying Fidelity Funds Shares Redeemed Value of Investments and Cash, Including Accrued Interest Exchanged Net Realized gain (loss) 
Fidelity Limited Term Municipal Income Fund 6,984,147 $73,333,542 $(66,508) 
Fidelity Conservative Income Municipal Bond Fund Institutional Class 55,039,919 551,499,983 397,411 
Total 62,024,066 $624,833,525 $330,903 

5. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds 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.

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 $550 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2020. During the period, this waiver reduced the Fund's management fee by $2,850,894.

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 $4,559.

8. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets. At the end of the period, the Fund was the owner of record of approximately 99% of the total outstanding shares of Fidelity SAI Municipal Money Market Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Tax-Sensitive Short Duration Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period December 28, 2017 (commencement of operations) through May 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, and the results of its operations, changes in its net assets, and the financial highlights for the period December 28, 2017 (commencement of operations) through May 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

July 18, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 28, 2017 to May 31, 2018). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (December 1, 2017 to May 31, 2018).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period 
Actual .26% $1,000.00 $1,003.90 $1.11-B,C 
Hypothetical-D  $1,000.00 $1,023.64 $1.31-C,E 

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

 B Actual expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 155/365 (to reflect the period December 28, 2017 to May 31, 2018).

 C If fees and changes to the Fund's expense contract and/ or expense cap, effective July 1, 2018, had been in effect during the current period, the restated annualized expense ratio would have been .20% and the expenses paid in the actual and hypothetical examples above would have been $.85 and $1.01, respectively.

 D 5% return per year before expenses

 E Hypothetical 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.


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Tax-Sensitive Short Duration Fund voted to pay on July 9, 2018, to shareholders of record at the opening of business on July 6, 2018, a distribution of $0.003 per share derived from capital gains realized from sales of portfolio securities.

During fiscal year ended 2018, 75.38% of the fund's income dividends was free from federal income tax, and 12.16% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Tax-Sensitive Short Duration Fund

On December 6, 2017, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve the management contract between Strategic Advisers, Inc. (Strategic Advisers) and the fund (the Management Contract), the sub-advisory agreements between Strategic Advisers and each of FIAM LLC (FIAM), T. Rowe Price Associates, Inc. (T. Rowe) and Wells Capital Management, Inc. (WellsCap) (each respective agreement, a Sub-Advisory Agreement and collectively, the Sub-Advisory Agreements) and the sub-subadvisory agreements between FIAM and each of FMR Investment Management (U.K.) Limited, Fidelity Management & Research (Japan) Limited and Fidelity Management & Research (Hong Kong) Limited (the Sub-Subadvisory Agreements, together with the Management Contract and Sub-Advisory Agreements, the Advisory Contracts), on behalf of 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 Advisory Contracts.

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

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, and also took into consideration the fund's investment objective, strategies and related investment philosophy and the proposed sub-adviser line-up. The Board also considered the structure of the portfolio manager compensation programs and whether such structures provide appropriate incentives to act in the best interests of the fund. The Board noted that it is familiar with the nature, extent and quality of services provided by Strategic Advisers, FIAM and T. Rowe from its oversight of Strategic Advisers as the investment adviser and FIAM and T. Rowe as sub-advisers, on behalf of 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 noted Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategy for the fund; (ii) identifying and recommending to the Board the sub-advisers for the fund; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to fund assets; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Board also noted that it receives from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Strategic Advisers to reinvest in the development of services designed to enhance the value or convenience of the Strategic Advisers funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

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

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Advisory Contracts, 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 subadvisers, and the projected total management fee rate and operating expenses of the fund.

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 0.55% of the fund's average daily net assets and that Strategic Advisers has contractually agreed to waive its 0.25% portion of the fund's management fee through September 30, 2020. The Board considered that although the proposed maximum aggregate annual management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, the fund's total management fee rate is expected to be below the median based upon the expected asset allocation to the sub-advisers and the effective sub-advisory fee rates applicable under the proposed sub-advisory agreements, before taking into account the management fee waiver. The Board noted that FIAM, and not the fund, will compensate the sub-subadvisers pursuant to the terms of each Sub-Subadvisory Agreement and that the fund and Strategic Advisers are not responsible for any such fees or expenses. The Board also considered that the fund's projected total net expenses, including acquired fund fees and expenses, if any, are expected to rank below the applicable competitive Lipper peer group total expense median.

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

Costs of the Services and Profitability.  The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. The Board noted that it will consider costs of services and the profitability of Strategic Advisers and each sub-adviser as a result of their relationship with the fund in connection with future renewals of the Advisory Contracts.

Potential Fall-Out Benefits.  The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board noted that it will review information regarding the potential of direct and indirect benefits accruing to Strategic Advisers and its affiliates from their relationships with the fund, including nonadvisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to each sub-adviser, if any, as a result of its relationship with the fund, in connection with future renewals of the Advisory Contracts.

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

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

TSS-ANN-0718
1.9885904.100


Strategic Advisers® Fidelity® U.S. Total Stock Fund

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



Annual Report

May 31, 2018




Fidelity Investments


Contents

Investment Summary

Schedule of 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


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. © 2018 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2018

(excluding cash equivalents) % of fund's net assets 
Fidelity Large Cap Value Enhanced Index Fund 11.0 
Fidelity Growth Company Fund 10.3 
Fidelity SAI U.S. Quality Index Fund 9.8 
Fidelity Contrafund 5.2 
Fidelity SAI U.S. Value Index Fund 4.1 
Fidelity SAI U.S. Momentum Index Fund 3.0 
Fidelity Total Market Index Fund Institutional Premium Class 2.3 
Fidelity SAI U.S. Minimum Volatility Index Fund 1.9 
Fidelity Large Cap Stock Fund 1.5 
Microsoft Corp. 1.0 
 50.1 

Top Five Market Sectors as of May 31, 2018

(stocks only) % of fund's net assets 
Financials 8.9 
Information Technology 8.5 
Health Care 6.8 
Consumer Discretionary 6.2 
Industrials 4.9 

Asset Allocation (% of fund's net assets)

As of May 31, 2018 
   Common Stocks 47.6% 
   Large Blend Funds 5.7% 
   Large Growth Funds 28.3% 
   Large Value Funds 15.1% 
   Small Blend Funds 0.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.5% 


Asset allocations of fund in the pie chart reflect the categorizations of assets as defined by Morningstar as of the reporting date indicated above.

Schedule of Investments May 31, 2018

Showing Percentage of Net Assets

Common Stocks - 47.6%   
 Shares Value 
CONSUMER DISCRETIONARY - 6.2%   
Auto Components - 0.4%   
Adient PLC 16,800 $894,432 
Aptiv PLC 114,800 11,193,000 
Cooper Tire & Rubber Co. 397,152 10,206,806 
DaikyoNishikawa Corp. 27,200 440,561 
Delphi Technologies PLC 246,752 12,362,275 
Dongah Tire & Rubber Co. Ltd. 11,829 364,112 
Eagle Industry Co. Ltd. 54,000 893,009 
G-Tekt Corp. 284,800 4,882,585 
Gentex Corp. 38,000 913,140 
Hi-Lex Corp. 61,000 1,610,443 
Hyundai Mobis 68,187 13,761,124 
IJT Technology Holdings Co. Ltd. 188,000 1,555,361 
Strattec Security Corp. 3,410 128,557 
TPR Co. Ltd. 139,100 3,595,617 
  62,801,022 
Automobiles - 0.2%   
Audi AG 2,033 1,953,630 
Fiat Chrysler Automobiles NV 40,200 933,846 
Fiat Chrysler Automobiles NV 81,600 1,850,653 
General Motors Co. 122,600 5,235,020 
Renault SA 23,200 2,241,088 
Tesla, Inc. (a) 74,700 21,269,331 
  33,483,568 
Distributors - 0.0%   
Harima-Kyowa Co. Ltd. 17,000 315,356 
Yagi & Co. Ltd. 29,500 646,757 
  962,113 
Diversified Consumer Services - 0.3%   
Heian Ceremony Service Co. Ltd. 37,100 303,525 
MegaStudy Co. Ltd. 21,398 1,020,179 
Multicampus Co. Ltd. 22,528 744,538 
Service Corp. International 689,712 25,305,533 
ServiceMaster Global Holdings, Inc. (a) 331,060 18,916,768 
  46,290,543 
Hotels, Restaurants & Leisure - 0.7%   
ARAMARK Holdings Corp. 494,881 19,211,280 
Eldorado Resorts, Inc. (a) 162,971 7,366,289 
Hilton Grand Vacations, Inc. (a) 384,454 15,285,891 
Marriott International, Inc. Class A 75,600 10,233,216 
McDonald's Corp. 152,600 24,417,526 
Starbucks Corp. 434,800 24,640,116 
The Restaurant Group PLC 427,100 1,770,292 
U.S. Foods Holding Corp. (a) 329,407 11,753,242 
  114,677,852 
Household Durables - 0.3%   
Cuckoo Holdings Co. Ltd. 15,747 2,390,768 
FJ Next Co. Ltd. 225,500 2,097,771 
Gree Electric Appliances, Inc. of Zhuhai Class A 251,800 1,865,825 
Hamilton Beach Brands Holding Co. Class A 15,700 440,071 
Iida Group Holdings Co. Ltd. 46,800 894,399 
Lennar Corp. Class A 95,700 4,951,518 
Mohawk Industries, Inc. (a) 146,460 29,883,698 
Toll Brothers, Inc. 301,625 11,911,171 
  54,435,221 
Internet & Direct Marketing Retail - 0.7%   
Amazon.com, Inc. (a) 58,200 94,843,884 
Hyundai Home Shopping Network Corp. 3,692 364,005 
Netflix, Inc. (a) 62,000 21,799,200 
NS Shopping Co. Ltd. 17,480 216,841 
  117,223,930 
Leisure Products - 0.1%   
Brunswick Corp. 228,892 14,557,531 
Media - 2.1%   
AMC Networks, Inc. Class A (a) 7,600 434,492 
Charter Communications, Inc. Class A (a) 4,900 1,279,096 
Cinemark Holdings, Inc. 458,047 15,468,247 
Comcast Corp. Class A 2,979,900 92,913,282 
Corus Entertainment, Inc. Class B (non-vtg.) 95,400 458,385 
Discovery Communications, Inc. Class A (a) 417,900 8,813,511 
DISH Network Corp. Class A (a) 22,100 653,055 
Entercom Communications Corp. Class A 973,300 6,667,105 
GCI Liberty, Inc. (a) 220,868 9,232,282 
Hyundai HCN 461,413 1,858,125 
Interpublic Group of Companies, Inc. 918,300 20,753,580 
Lions Gate Entertainment Corp. Class B 695,600 15,184,948 
Multiplus SA 95,500 666,747 
Nippon Television Network Corp. 50,600 853,062 
The Walt Disney Co. 755,100 75,109,797 
Time Warner, Inc. 609,800 57,418,768 
Twenty-First Century Fox, Inc. Class A 704,200 27,146,910 
Viacom, Inc.:   
Class A 57,420 1,837,440 
Class B (non-vtg.) 113,200 3,067,720 
WOWOW INC. 53,700 1,628,993 
WPP PLC 832,300 13,716,387 
  355,161,932 
Multiline Retail - 0.2%   
Dollar General Corp. 112,200 9,815,256 
Dollar Tree, Inc. (a) 125,200 10,340,268 
Lifestyle International Holdings Ltd. 610,500 1,918,575 
Macy's, Inc. 25,400 886,714 
Target Corp. 51,400 3,746,546 
  26,707,359 
Specialty Retail - 0.9%   
Arc Land Sakamoto Co. Ltd. 30,000 461,093 
AT-Group Co. Ltd. 4,400 114,464 
AutoNation, Inc. (a) 38,500 1,757,910 
Bed Bath & Beyond, Inc. 246,200 4,470,992 
Best Buy Co., Inc. 32,100 2,190,825 
Burlington Stores, Inc. (a) 141,445 20,686,331 
Dunelm Group PLC 186,200 1,334,160 
Ff Group (a)(b) 2,700 15,151 
GameStop Corp. Class A (c) 166,300 2,195,160 
GNC Holdings, Inc. Class A (a)(c) 547,000 1,750,400 
Hibbett Sports, Inc. (a) 56,400 1,491,780 
Home Depot, Inc. 179,500 33,485,725 
JB Hi-Fi Ltd. 50,975 924,811 
John David Group PLC 705,200 3,568,901 
Ku Holdings Co. Ltd. 42,200 394,904 
Lithia Motors, Inc. Class A (sub. vtg.) 104,232 10,188,678 
Lookers PLC 647,034 920,344 
Lowe's Companies, Inc. 214,300 20,360,643 
Mandarake, Inc. 14,300 81,632 
Sally Beauty Holdings, Inc. (a) 527,800 7,990,892 
Samse SA 1,773 362,727 
TJX Companies, Inc. 405,400 36,615,728 
Tokatsu Holdings Co. Ltd. 13,100 62,739 
Urban Outfitters, Inc. (a) 21,500 893,110 
Vitamin Shoppe, Inc. (a) 170,300 868,530 
Williams-Sonoma, Inc. (c) 101,900 5,642,203 
  158,829,833 
Textiles, Apparel & Luxury Goods - 0.3%   
Carter's, Inc. 27,900 3,041,379 
Embry Holdings Ltd. 280,000 110,116 
Fossil Group, Inc. (a) 20,800 455,104 
Michael Kors Holdings Ltd. (a) 47,800 2,743,242 
PVH Corp. 108,500 17,360,000 
Scholar Rock Holding Corp. 33,700 589,413 
Sitoy Group Holdings Ltd. 2,101,000 448,894 
Tapestry, Inc. 486,257 21,259,156 
Yue Yuen Industrial (Holdings) Ltd. 357,000 1,101,093 
  47,108,397 
TOTAL CONSUMER DISCRETIONARY  1,032,239,301 
CONSUMER STAPLES - 2.9%   
Beverages - 0.7%   
Britvic PLC 418,400 4,502,439 
C&C Group PLC 2,517,800 8,800,868 
Coca-Cola European Partners PLC 155,100 5,889,147 
Constellation Brands, Inc. Class A (sub. vtg.) 135,400 30,205,032 
Molson Coors Brewing Co. Class B 215,700 13,297,905 
Monster Beverage Corp. (a) 375,500 19,210,580 
PepsiCo, Inc. 172,800 17,323,200 
The Coca-Cola Co. 478,200 20,562,600 
Yantai Changyu Pioneer Wine Co. Ltd. (B Shares) 583,821 1,642,071 
  121,433,842 
Food & Staples Retailing - 0.3%   
Amsterdam Commodities NV 27,600 751,793 
Costco Wholesale Corp. 9,700 1,922,928 
Halows Co. Ltd. 15,200 369,294 
Kroger Co. 125,300 3,048,549 
Nihon Chouzai Co. Ltd. 6,700 183,167 
OM2 Network Co. Ltd. 21,000 385,117 
Qol Co. Ltd. 40,800 872,745 
Retail Partners Co. Ltd. 105,100 1,775,739 
Sapporo Clinical Laboratory 4,200 92,197 
Satoh & Co. Ltd. 10,300 146,947 
Sysco Corp. 148,400 9,650,452 
Tesco PLC 688,700 2,248,079 
United Natural Foods, Inc. (a) 28,800 1,312,704 
Walgreens Boots Alliance, Inc. 56,300 3,512,557 
Walmart, Inc. 333,300 27,510,582 
  53,782,850 
Food Products - 0.7%   
Changshouhua Food Co. Ltd. 1,277,000 662,066 
JC Comsa Corp. 18,000 60,394 
Kaneko Seeds Co. Ltd. 36,800 545,310 
Kellogg Co. 234,100 15,073,699 
Mondelez International, Inc. 609,100 23,919,357 
Pickles Corp. 21,800 424,036 
Post Holdings, Inc. (a) 344,217 26,459,961 
Prima Meat Packers Ltd. 73,000 438,195 
S Foods, Inc. 22,000 908,030 
Seaboard Corp. 1,600 6,520,016 
The Hershey Co. 87,700 7,896,508 
The J.M. Smucker Co. 242,300 26,047,250 
Toyo Sugar Refining Co. Ltd. 34,200 385,746 
Tyson Foods, Inc. Class A 211,600 14,276,652 
  123,617,220 
Household Products - 0.3%   
Colgate-Palmolive Co. 286,700 18,087,903 
Kimberly-Clark Corp. 14,600 1,472,410 
Procter & Gamble Co. 277,200 20,282,724 
Reckitt Benckiser Group PLC 77,100 5,901,480 
  45,744,517 
Personal Products - 0.3%   
Coty, Inc. Class A 1,030,400 13,652,800 
Hengan International Group Co. Ltd. 171,000 1,625,017 
Herbalife Nutrition Ltd. (a) 574,722 29,178,636 
Unilever NV (NY Reg.) 47,100 2,626,767 
  47,083,220 
Tobacco - 0.6%   
Altria Group, Inc. 439,500 24,497,730 
British American Tobacco PLC:   
(United Kingdom) 143,700 7,376,202 
sponsored ADR 529,500 27,110,400 
KT&G Corp. 16,199 1,439,645 
Philip Morris International, Inc. 420,600 33,454,524 
  93,878,501 
TOTAL CONSUMER STAPLES  485,540,150 
ENERGY - 4.4%   
Energy Equipment & Services - 0.5%   
Baker Hughes, a GE Co. Class A 812,600 28,107,834 
Bristow Group, Inc. 75,900 897,897 
C&J Energy Services, Inc. (a) 8,400 226,128 
Carbo Ceramics, Inc. (a) 134,600 1,294,852 
Diamond Offshore Drilling, Inc. (a)(c) 316,400 5,745,824 
Dril-Quip, Inc. (a) 123,200 5,919,760 
Ensco PLC Class A 1,026,400 6,671,600 
Geospace Technologies Corp. (a) 33,500 371,515 
Halliburton Co. 87,600 4,357,224 
High Arctic Energy Services, Inc. 244,600 764,021 
Liberty Oilfield Services, Inc. Class A (a) 168,100 3,573,806 
Nabors Industries Ltd. 205,200 1,532,844 
National Oilwell Varco, Inc. 53,400 2,211,828 
NCS Multistage Holdings, Inc. (a) 56,200 855,364 
Oceaneering International, Inc. 20,200 481,366 
Odfjell Drilling Ltd. (a) 92,300 405,512 
Precision Drilling Corp. (a) 107,000 369,705 
RigNet, Inc. (a) 56,200 665,970 
Schlumberger Ltd. 44,500 3,055,815 
Shelf Drilling Ltd. (a)(d) 174,999 1,497,052 
Shinko Plantech Co. Ltd. 244,700 2,175,161 
TechnipFMC PLC 29,100 906,465 
Tecnicas Reunidas SA (c) 30,200 893,224 
Transocean Ltd. (United States) (a) 355,600 4,498,340 
Trinidad Drilling Ltd. (a) 213,900 290,347 
Weatherford International PLC (a) 63,000 213,570 
Xtreme Drilling & Coil Services Corp. (a) 237,600 359,167 
  78,342,191 
Oil, Gas & Consumable Fuels - 3.9%   
Anadarko Petroleum Corp. 215,600 15,048,880 
Andeavor 23,400 3,379,662 
Baytex Energy Corp. (a) 1,567,400 6,588,254 
Bonavista Energy Corp. 741,500 920,727 
Bonterra Energy Corp. 175,600 2,254,928 
BP PLC sponsored ADR 393,300 18,021,006 
Cabot Oil & Gas Corp. 135,500 3,096,175 
California Resources Corp. (a) 6,700 246,158 
Callon Petroleum Co. (a) 1,050,301 12,435,564 
Cenovus Energy, Inc. 1,131,200 11,934,919 
Centennial Resource Development, Inc. Class A (a) 59,600 1,048,960 
Cheniere Energy Partners LP Holdings LLC 41,900 1,266,637 
Cheniere Energy, Inc. (a) 25,600 1,705,472 
Chevron Corp. 773,700 96,170,910 
China Petroleum & Chemical Corp.:   
(H Shares) 14,550,000 14,153,940 
sponsored ADR (H Shares) 7,300 711,385 
Cimarex Energy Co. 17,500 1,626,100 
CNOOC Ltd. sponsored ADR 13,200 2,233,044 
CNX Resources Corp. (a) 27,500 444,400 
Concho Resources, Inc. (a) 14,600 2,004,726 
ConocoPhillips Co. 300,100 20,223,739 
Contango Oil & Gas Co. (a) 200,900 904,050 
Continental Resources, Inc. (a) 65,300 4,397,302 
Delek U.S. Holdings, Inc. 516,338 28,801,334 
Devon Energy Corp. 86,900 3,612,433 
Diamondback Energy, Inc. 201,350 24,315,026 
Enagas SA 103,298 2,754,548 
Encana Corp. 322,100 4,098,913 
Enterprise Products Partners LP 55,200 1,595,280 
EOG Resources, Inc. 91,800 10,814,958 
Extraction Oil & Gas, Inc. (a) 1,000,195 16,963,307 
Exxon Mobil Corp. 1,194,000 97,000,560 
FLEX LNG Ltd. (a) 3,960,600 5,638,847 
GasLog Ltd. 182,600 3,286,800 
GasLog Partners LP 430,900 10,535,505 
Gener8 Maritime, Inc. (a) 86,800 579,824 
GeoPark Ltd. (a) 9,900 154,638 
Golar LNG Ltd. 44,000 1,143,120 
Golar LNG Partners LP 688,800 11,551,176 
Gran Tierra Energy, Inc. (U.S.) (a) 156,600 512,082 
Hess Corp. 35,700 2,156,994 
Hoegh LNG Partners LP 221,600 3,833,680 
HollyFrontier Corp. 11,400 879,852 
Husky Energy, Inc. 654,100 9,438,694 
Imperial Oil Ltd. 247,800 8,107,108 
Marathon Oil Corp. 83,100 1,780,833 
Marathon Petroleum Corp. 15,900 1,256,577 
Motor Oil (HELLAS) Corinth Refineries SA 79,900 1,619,679 
Murphy Oil Corp. 173,700 5,341,275 
Noble Energy, Inc. 38,700 1,381,590 
Noble Midstream Partners LP 22,800 1,175,796 
Occidental Petroleum Corp. 52,800 4,445,760 
Parex Resources, Inc. (a) 49,900 900,940 
Parsley Energy, Inc. Class A (a) 120,900 3,564,132 
PDC Energy, Inc. (a) 7,200 435,528 
Peabody Energy Corp. 10,400 450,008 
Phillips 66 Co. 240,900 28,062,441 
Pioneer Natural Resources Co. 36,900 7,125,390 
Plains GP Holdings LP Class A 15,400 378,378 
PrairieSky Royalty Ltd. 13,300 274,186 
QEP Resources, Inc. (a) 35,700 431,613 
Ring Energy, Inc. (a) 35,700 493,017 
RSP Permian, Inc. (a) 371,091 16,231,520 
Seven Generations Energy Ltd. (a) 12,100 156,593 
Sinopec Kantons Holdings Ltd. 3,072,000 1,638,424 
Star Petroleum Refining PCL 1,528,800 739,819 
Statoil ASA sponsored ADR 228,200 5,990,250 
Suncor Energy, Inc. 1,157,800 46,111,979 
Teekay Corp. 451,000 3,598,980 
Teekay LNG Partners LP 410,100 7,094,730 
Teekay Offshore Partners LP 1,314,800 3,549,960 
Thai Oil PCL (For. Reg.) 264,700 760,300 
The Williams Companies, Inc. 315,400 8,471,644 
Total SA sponsored ADR 221,300 13,421,845 
Valero Energy Corp. 64,800 7,853,760 
Viper Energy Partners LP 54,500 1,775,610 
Whiting Petroleum Corp. (a) 60,100 3,150,442 
WildHorse Resource Development Corp. (a) 21,000 564,060 
World Fuel Services Corp. 80,405 1,678,856 
WPX Energy, Inc. (a) 38,500 701,085 
  651,198,617 
TOTAL ENERGY  729,540,808 
FINANCIALS - 8.9%   
Banks - 4.6%   
Bank of America Corp. 3,555,000 103,237,200 
BankUnited, Inc. 393,621 16,598,998 
Banner Corp. 122,267 7,329,907 
Boston Private Financial Holdings, Inc. 611,215 10,390,655 
Citigroup, Inc. 1,169,600 78,000,624 
Credit Agricole Atlantique Vendee 2,844 478,768 
First Citizen Bancshares, Inc. 34,943 15,350,110 
First Foundation, Inc. (a) 314,623 6,100,540 
First Horizon National Corp. 304,700 5,649,138 
FNB Corp., Pennsylvania 1,918,505 25,420,191 
Great Western Bancorp, Inc. 253,997 11,071,729 
Gunma Bank Ltd. 318,900 1,811,649 
Hanmi Financial Corp. 385,173 11,535,931 
Hiroshima Bank Ltd. 65,700 466,848 
Huntington Bancshares, Inc. 2,373,950 35,300,637 
JPMorgan Chase & Co. 1,103,600 118,096,236 
KeyCorp 294,400 5,723,136 
Mitsubishi UFJ Financial Group, Inc. 1,102,700 6,647,321 
NIBC Holding NV (a)(d) 386,160 3,644,478 
Ogaki Kyoritsu Bank Ltd. 35,100 908,919 
PNC Financial Services Group, Inc. 343,000 49,189,630 
Shinsei Bank Ltd. 56,300 887,031 
Skandiabanken ASA (d) 94,000 913,268 
Sumitomo Mitsui Financial Group, Inc. 271,700 11,201,464 
SunTrust Banks, Inc. 368,600 24,884,186 
Synovus Financial Corp. 53,800 2,911,118 
The Keiyo Bank Ltd. 202,000 904,297 
The San-In Godo Bank Ltd. 96,800 893,388 
U.S. Bancorp 1,056,900 52,834,431 
Unicaja Banco SA 1,316,800 2,275,241 
United Community Bank, Inc. 452,681 14,694,025 
Van Lanschot NV (Bearer) 5,800 169,851 
Wells Fargo & Co. 2,494,000 134,651,060 
Yamaguchi Financial Group, Inc. 87,000 1,050,062 
  761,222,067 
Capital Markets - 1.3%   
Ares Capital Corp. 26,600 449,008 
BlackRock, Inc. Class A 21,200 11,325,676 
Cboe Global Markets, Inc. 168,743 16,462,567 
Charles Schwab Corp. 139,500 7,758,990 
E*TRADE Financial Corp. (a) 474,978 30,089,856 
Goldman Sachs Group, Inc. 201,200 45,447,056 
Lazard Ltd. Class A 315,498 16,229,217 
Morgan Stanley 302,200 15,152,308 
Northern Trust Corp. 63,400 6,499,768 
Oaktree Capital Group LLC Class A 33,200 1,359,540 
Raymond James Financial, Inc. 126,370 12,202,287 
State Street Corp. 419,300 40,298,923 
TD Ameritrade Holding Corp. 146,600 8,678,720 
TPG Pace Energy Holdings Corp. (a) 37,500 393,750 
Virtu Financial, Inc. Class A 43,600 1,353,780 
  213,701,446 
Consumer Finance - 0.7%   
Aeon Credit Service (Asia) Co. Ltd. 606,000 505,373 
Capital One Financial Corp. 543,000 51,042,000 
Discover Financial Services 336,200 24,831,732 
Navient Corp. 63,100 871,411 
OneMain Holdings, Inc. (a) 230,300 7,491,659 
Santander Consumer U.S.A. Holdings, Inc. 125,200 2,242,332 
SLM Corp. (a) 440,800 5,038,344 
Synchrony Financial 970,100 33,594,563 
  125,617,414 
Diversified Financial Services - 0.5%   
Berkshire Hathaway, Inc. Class B (a) 298,400 57,152,552 
Cannae Holdings, Inc. (a) 210,200 4,201,898 
Fuyo General Lease Co. Ltd. 55,800 4,031,696 
Jianpu Technology, Inc. ADR (a) 294,800 1,742,268 
Ricoh Leasing Co. Ltd. 67,500 2,252,379 
Scandinavian Tobacco Group A/S (d) 29,065 429,357 
Standard Life PLC 1,501,122 6,994,285 
Voya Financial, Inc. 198,200 10,294,508 
  87,098,943 
Insurance - 1.5%   
AFLAC, Inc. 196,300 8,845,278 
Allstate Corp. 105,700 9,880,836 
American International Group, Inc. 365,527 19,296,170 
Aspen Insurance Holdings Ltd. 280,086 12,155,732 
ASR Nederland NV 63,000 2,666,135 
Brown & Brown, Inc. 989,979 27,501,617 
Chubb Ltd. 147,600 19,289,844 
Db Insurance Co. Ltd. 98,777 5,349,430 
FNF Group 244,400 9,033,024 
Genworth Financial, Inc. Class A (a) 245,900 845,896 
Hartford Financial Services Group, Inc. 162,200 8,487,926 
Hyundai Fire & Marine Insurance Co. Ltd. 127,634 4,023,271 
Lincoln National Corp. 26,700 1,769,943 
Marsh & McLennan Companies, Inc. 97,700 7,852,149 
MetLife, Inc. 959,300 44,118,207 
NN Group NV 104,812 4,504,220 
Prudential Financial, Inc. 45,700 4,425,588 
Prudential PLC 561,850 13,495,851 
Sony Financial Holdings, Inc. 49,000 897,113 
Sul America SA unit 130,000 683,503 
The Travelers Companies, Inc. 308,200 39,609,864 
  244,731,597 
Mortgage Real Estate Investment Trusts - 0.2%   
AGNC Investment Corp. 491,900 9,257,558 
Annaly Capital Management, Inc. 923,500 9,632,105 
MFA Financial, Inc. 855,000 6,651,900 
Redwood Trust, Inc. 54,300 888,348 
  26,429,911 
Thrifts & Mortgage Finance - 0.1%   
ASAX Co. Ltd. 11,200 194,997 
Essent Group Ltd. (a) 615,491 21,111,341 
Genworth Mortgage Insurance Ltd. (c) 232,786 431,309 
  21,737,647 
TOTAL FINANCIALS  1,480,539,025 
HEALTH CARE - 6.8%   
Biotechnology - 1.9%   
Abeona Therapeutics, Inc. (a) 80,000 1,416,000 
AC Immune SA (a) 60,000 628,800 
Acorda Therapeutics, Inc. (a) 55,000 1,443,750 
Alexion Pharmaceuticals, Inc. (a) 146,000 16,954,980 
Alnylam Pharmaceuticals, Inc. (a) 28,000 2,785,160 
Amgen, Inc. 517,800 93,007,236 
AnaptysBio, Inc. (a) 29,500 2,295,100 
Argenx SE ADR 33,900 3,237,450 
Ascendis Pharma A/S sponsored ADR (a) 36,000 2,592,720 
Atara Biotherapeutics, Inc. (a) 52,000 2,589,600 
Audentes Therapeutics, Inc. (a) 24,000 909,600 
BeiGene Ltd. ADR (a) 26,000 5,203,120 
Biogen, Inc. (a) 58,800 17,284,848 
bluebird bio, Inc. (a) 15,000 2,685,750 
Blueprint Medicines Corp. (a) 96,020 8,073,362 
Celgene Corp. (a) 11,400 896,952 
Cell Biotech Co. Ltd. 37,672 1,461,263 
Cellectis SA sponsored ADR (a) 47,900 1,434,126 
CytomX Therapeutics, Inc. (a) 25,600 657,152 
Exelixis, Inc. (a) 524,700 10,877,031 
Gilead Sciences, Inc. 167,100 11,262,540 
Global Blood Therapeutics, Inc. (a) 225,320 10,849,158 
GlycoMimetics, Inc. (a) 50,000 893,500 
Heron Therapeutics, Inc. (a) 50,000 1,630,000 
Insmed, Inc. (a) 140,000 3,900,400 
Intercept Pharmaceuticals, Inc. (a) 80,100 5,623,821 
Loxo Oncology, Inc. (a) 132,024 23,411,816 
Momenta Pharmaceuticals, Inc. (a) 8,542 201,591 
Neurocrine Biosciences, Inc. (a) 73,258 7,051,815 
Puma Biotechnology, Inc. (a) 115,674 6,124,938 
Regeneron Pharmaceuticals, Inc. (a) 7,700 2,312,464 
Sage Therapeutics, Inc. (a) 5,000 763,450 
Sarepta Therapeutics, Inc. (a) 225,240 21,138,774 
Shire PLC sponsored ADR 137,300 22,550,152 
TESARO, Inc. (a) 28,000 1,281,560 
uniQure B.V. (a) 56,000 1,962,240 
United Therapeutics Corp. (a) 41,200 4,391,096 
Vertex Pharmaceuticals, Inc. (a) 73,700 11,349,800 
Xencor, Inc. (a) 60,000 2,400,600 
Zai Lab Ltd. ADR 50,000 1,171,000 
  316,704,715 
Health Care Equipment & Supplies - 1.2%   
A&T Corp. 13,700 118,632 
Align Technology, Inc. (a) 9,000 2,987,550 
Atricure, Inc. (a) 100,000 2,371,000 
AxoGen, Inc. (a) 168,379 8,267,409 
Baxter International, Inc. 160,000 11,334,400 
Becton, Dickinson & Co. 121,100 26,834,549 
Boston Scientific Corp. (a) 1,001,800 30,444,702 
Danaher Corp. 50,100 4,973,928 
DexCom, Inc. (a) 38,000 3,343,620 
Edwards Lifesciences Corp. (a) 42,000 5,767,020 
Fisher & Paykel Healthcare Corp. 100,000 929,334 
Fukuda Denshi Co. Ltd. 47,900 3,562,173 
Genmark Diagnostics, Inc. (a) 178,461 1,308,119 
Glaukos Corp. (a) 57,600 2,175,552 
Heska Corp. (a) 119,271 12,754,841 
Inspire Medical Systems, Inc. (c) 44,000 1,320,000 
Insulet Corp. (a) 60,000 5,627,400 
Integra LifeSciences Holdings Corp. (a) 77,000 4,969,580 
Intuitive Surgical, Inc. (a) 24,000 11,032,080 
Medtronic PLC 47,100 4,065,672 
Penumbra, Inc. (a) 28,000 4,505,200 
Steris PLC 168,299 17,476,168 
Stryker Corp. 50,000 8,701,000 
ViewRay, Inc. (a)(c) 516,847 3,726,467 
Wright Medical Group NV (a) 517,898 12,926,734 
  191,523,130 
Health Care Providers & Services - 2.1%   
Aetna, Inc. 159,800 28,145,574 
Anthem, Inc. 267,600 59,251,992 
Cardinal Health, Inc. 67,400 3,510,866 
Cigna Corp. 206,000 34,890,220 
CVS Health Corp. 860,500 54,547,095 
EBOS Group Ltd. 160,000 2,023,262 
Envision Healthcare Corp. (a) 237,618 10,189,060 
G1 Therapeutics, Inc. 44,000 1,905,640 
HCA Holdings, Inc. 74,000 7,632,360 
Henry Schein, Inc. (a) 60,000 4,152,000 
Humana, Inc. 83,700 24,355,026 
McKesson Corp. 133,700 18,977,378 
MEDNAX, Inc. (a) 38,600 1,769,810 
Molina Healthcare, Inc. (a) 136,200 11,567,466 
Patterson Companies, Inc. 41,700 872,364 
Quest Diagnostics, Inc. 3,700 394,161 
Tokai Corp. 72,900 1,515,832 
United Drug PLC (United Kingdom) 155,000 1,852,383 
UnitedHealth Group, Inc. 329,800 79,649,998 
Universal Health Services, Inc. Class B 19,100 2,196,118 
  349,398,605 
Health Care Technology - 0.0%   
Castlight Health, Inc. Class B (a) 269,780 971,208 
Teladoc, Inc. (a) 100,000 5,090,000 
  6,061,208 
Life Sciences Tools & Services - 0.1%   
Bio-Rad Laboratories, Inc. Class A (a) 52,953 15,204,395 
ICON PLC (a) 3,600 464,328 
Lonza Group AG 7,211 1,930,793 
  17,599,516 
Pharmaceuticals - 1.5%   
Allergan PLC 190,000 28,652,000 
Amneal Pharmaceuticals, Inc. (a) 100,000 1,974,000 
AstraZeneca PLC:   
(United Kingdom) 170,000 12,402,509 
sponsored ADR 174,700 6,469,141 
Bayer AG 270,700 32,309,065 
Bristol-Myers Squibb Co. 60,000 3,157,200 
Dawnrays Pharmaceutical Holdings Ltd. 2,701,000 1,666,990 
Dechra Pharmaceuticals PLC 130,000 4,825,009 
Genomma Lab Internacional SA de CV (a) 1,698,300 1,439,046 
GlaxoSmithKline PLC sponsored ADR 502,000 20,341,040 
Indivior PLC (a) 400,000 2,557,138 
Intersect ENT, Inc. (a) 330,051 14,076,675 
Jazz Pharmaceuticals PLC (a) 8,000 1,352,000 
Johnson & Johnson 331,400 39,642,068 
Korea United Pharm, Inc. 29,912 711,663 
Mylan NV (a) 20,000 769,200 
MyoKardia, Inc. (a) 28,000 1,332,800 
Nektar Therapeutics (a) 191,206 15,348,106 
Nippon Chemiphar Co. Ltd. 2,000 84,111 
Novartis AG sponsored ADR 25,500 1,900,260 
Novo Nordisk A/S Series B sponsored ADR 37,700 1,792,258 
Perrigo Co. PLC 34,000 2,487,440 
Pfizer, Inc. 223,800 8,041,134 
Roche Holding AG (participation certificate) 62,016 13,296,964 
Sanofi SA 43,562 3,339,196 
Sanofi SA sponsored ADR 354,200 13,555,234 
Taro Pharmaceutical Industries Ltd. (a) 7,600 904,172 
Teva Pharmaceutical Industries Ltd. sponsored ADR 224,800 4,833,200 
The Medicines Company (a) 54,000 1,828,440 
Theravance Biopharma, Inc. (a) 80,000 1,947,200 
  243,035,259 
TOTAL HEALTH CARE  1,124,322,433 
INDUSTRIALS - 4.9%   
Aerospace & Defense - 1.4%   
General Dynamics Corp. 14,400 2,904,624 
Harris Corp. 77,200 11,616,284 
HEICO Corp. Class A 408,493 31,065,893 
Huntington Ingalls Industries, Inc. 14,600 3,227,622 
Lockheed Martin Corp. 109,500 34,442,130 
Rockwell Collins, Inc. 67,421 9,271,062 
The Boeing Co. 156,400 55,077,824 
United Technologies Corp. 712,200 88,896,804 
  236,502,243 
Air Freight & Logistics - 0.3%   
Best, Inc. ADR 189,900 2,276,901 
FedEx Corp. 87,600 21,822,912 
Onelogix Group Ltd. 291,841 97,892 
United Parcel Service, Inc. Class B 162,200 18,834,664 
  43,032,369 
Airlines - 0.1%   
Alaska Air Group, Inc. 195,360 11,879,842 
Building Products - 0.3%   
Fortune Brands Home & Security, Inc. 762,049 42,804,292 
KVK Corp. 5,100 80,777 
Nihon Dengi Co. Ltd. 39,500 986,910 
  43,871,979 
Commercial Services & Supplies - 0.1%   
Multi-Color Corp. 175,012 12,145,833 
Nippon Kanzai Co. Ltd. 22,400 452,798 
  12,598,631 
Construction & Engineering - 0.0%   
Arcadis NV 41,326 836,767 
Astaldi SpA 244,700 593,874 
Boustead Projs. Pte Ltd. 662,300 403,163 
Joban Kaihatsu Co. Ltd. 1,100 69,771 
Kawasaki Setsubi Kogyo Co. Ltd. 18,900 74,186 
Meisei Industrial Co. Ltd. 251,600 1,924,265 
Seikitokyu Kogyo Co. Ltd. 64,600 448,343 
Watanabe Sato Co. Ltd. 3,400 74,260 
  4,424,629 
Electrical Equipment - 0.3%   
Aichi Electric Co. Ltd. 14,600 440,208 
Eaton Corp. PLC 11,400 873,012 
Emerson Electric Co. 331,500 23,483,460 
Fortive Corp. 433,900 31,540,191 
Iwabuchi Corp. 1,400 77,860 
Terasaki Electric Co. Ltd. 22,500 299,283 
  56,714,014 
Industrial Conglomerates - 0.3%   
Carlisle Companies, Inc. 200,144 21,493,464 
General Electric Co. 1,812,800 25,524,224 
Mytilineos Holdings SA 160,600 1,704,765 
Reunert Ltd. 56,900 356,240 
  49,078,693 
Machinery - 0.9%   
Allison Transmission Holdings, Inc. 98,300 4,060,773 
Apergy Corp. (a) 8,900 384,391 
Cactus, Inc. (a) 19,400 654,168 
Colfax Corp. (a) 547,968 16,756,861 
Conrad Industries, Inc. (a) 5,400 90,180 
Deere & Co. 89,400 13,366,194 
Flowserve Corp. 380,217 15,718,171 
Fukushima Industries Corp. 4,100 181,473 
Gardner Denver Holdings, Inc. 13,300 437,171 
Global Brass & Copper Holdings, Inc. 28,200 885,480 
Haitian International Holdings Ltd. 699,000 1,983,749 
Hy-Lok Corp. 14,316 398,256 
IDEX Corp. 271,787 37,691,421 
Ingersoll-Rand PLC 315,500 27,618,870 
Koike Sanso Kogyo Co. Ltd. 1,900 50,842 
Minebea Mitsumi, Inc. 155,800 2,940,194 
Nakano Refrigerators Co. Ltd. 33,800 1,736,839 
Nansin Co. Ltd. 27,500 148,389 
ProPetro Holding Corp. (a) 19,900 323,773 
Sakura Rubber Co. Ltd. 41,000 191,083 
The Hanshin Diesel Works Ltd. 4,500 90,178 
WABCO Holdings, Inc. (a) 221,776 26,819,372 
Yamada Corp. 14,500 330,694 
  152,858,522 
Marine - 0.0%   
Japan Transcity Corp. 158,600 737,708 
Professional Services - 0.2%   
ABIST Co. Ltd. 18,400 839,785 
Bertrandt AG 12,300 1,405,578 
Career Design Center Co. Ltd. 19,700 404,920 
Dun & Bradstreet Corp. 35,200 4,322,912 
McMillan Shakespeare Ltd. 38,917 498,855 
Nielsen Holdings PLC 531,100 16,023,287 
SHL-JAPAN Ltd. 24,000 445,650 
WageWorks, Inc. (a) 16,800 797,160 
  24,738,147 
Road & Rail - 0.8%   
Autohellas SA 12,900 340,825 
CSX Corp. 428,000 27,670,200 
Daqin Railway Co. Ltd. (A Shares) 1,898,341 2,487,569 
Genesee & Wyoming, Inc. Class A (a) 210,665 16,455,043 
NANSO Transport Co. Ltd. 1,500 18,118 
Nikkon Holdings Co. Ltd. 32,300 892,232 
Norfolk Southern Corp. 58,700 8,901,855 
Old Dominion Freight Lines, Inc. 256,333 39,977,695 
STEF-TFE Group 3,214 402,034 
Tohbu Network Co. Ltd. 23,400 246,723 
Union Pacific Corp. 285,100 40,700,876 
Utoc Corp. 82,300 379,026 
  138,472,196 
Trading Companies & Distributors - 0.2%   
AerCap Holdings NV (a) 48,300 2,671,473 
Canox Corp. 2,200 21,154 
Daiichi Jitsugyo Co. Ltd. 5,900 183,316 
Green Cross Co. Ltd. 5,300 110,594 
Howden Joinery Group PLC 26,900 179,227 
Itochu Corp. 1,200,100 22,456,008 
Kamei Corp. 127,700 1,867,635 
Mitani Shoji Co. Ltd. 23,500 1,123,317 
Mitsubishi Corp. 162,300 4,498,388 
Narasaki Sangyo Co. Ltd. 38,000 142,869 
Nishikawa Keisoku Co. Ltd. 5,000 156,961 
Pla Matels Corp. 47,400 434,415 
Shinsho Corp. 51,100 1,449,129 
  35,294,486 
Transportation Infrastructure - 0.0%   
Isewan Terminal Service Co. Ltd. 21,900 145,349 
Qingdao Port International Co. Ltd. (d) 2,918,000 2,326,511 
  2,471,860 
TOTAL INDUSTRIALS  812,675,319 
INFORMATION TECHNOLOGY - 8.5%   
Communications Equipment - 0.4%   
Cisco Systems, Inc. 897,900 38,349,309 
CommScope Holding Co., Inc. (a) 567,176 16,629,600 
F5 Networks, Inc. (a) 82,500 14,281,575 
Finisar Corp. (a) 213,300 3,457,593 
Juniper Networks, Inc. 33,100 881,784 
  73,599,861 
Electronic Equipment & Components - 0.2%   
Daido Signal Co. Ltd. 35,900 195,695 
Dell Technologies, Inc. (a) 73,400 5,920,444 
Elematec Corp. 32,400 762,458 
Fabrinet 12,400 435,612 
Kingboard Chemical Holdings Ltd. 250,000 989,043 
LG Innotek Co. Ltd. 14,915 1,988,298 
Makus, Inc. 416,733 1,967,541 
New Cosmos Electric Co. Ltd. 5,400 78,430 
PAX Global Technology Ltd. 3,380,000 1,720,875 
Riken Kieki Co. Ltd. 34,400 845,889 
ScanSource, Inc. (a) 22,600 884,790 
TE Connectivity Ltd. 172,400 16,046,992 
Trimble, Inc. (a) 189,300 6,258,258 
  38,094,325 
Internet Software & Services - 1.3%   
Alibaba Group Holding Ltd. sponsored ADR (a) 56,700 11,227,167 
Alphabet, Inc.:   
Class A (a) 52,900 58,190,000 
Class C (a) 33,100 35,913,169 
Benefitfocus, Inc. (a) 96,000 3,220,800 
comScore, Inc. (a) 452,500 11,312,500 
eBay, Inc. (a) 269,500 10,165,540 
Envestnet, Inc. (a) 100 5,290 
F@N Communications, Inc. 26,900 182,243 
Facebook, Inc. Class A (a) 38,900 7,460,242 
GoDaddy, Inc. (a) 71,400 5,111,526 
Gogo, Inc. (a)(c) 24,302 124,669 
LogMeIn, Inc. 318,941 34,413,734 
NetEase, Inc. ADR 15,600 3,561,792 
New Relic, Inc. (a) 41,700 4,236,303 
SMS Co., Ltd. 195,600 7,345,002 
System Research Co. Ltd. 7,100 189,207 
Tencent Holdings Ltd. 55,700 2,843,604 
Xunlei Ltd. sponsored ADR (a)(c) 403,100 4,986,347 
Yahoo! Japan Corp. (c) 1,506,600 5,460,387 
Yahoo!, Inc. 96,900 7,476,804 
YY, Inc. ADR (a) 7,200 839,016 
  214,265,342 
IT Services - 0.9%   
Accenture PLC Class A 15,900 2,476,266 
Alliance Data Systems Corp. 22,700 4,785,614 
Amdocs Ltd. 192,800 13,006,288 
Avant Corp. 95,000 830,491 
Cielo SA 294,800 1,341,781 
Cognizant Technology Solutions Corp. Class A 380,500 28,670,675 
DXC Technology Co. 37,200 3,426,492 
E-Credible Co. Ltd. 38,753 552,487 
Enea Data AB 39,929 391,181 
EPAM Systems, Inc. (a) 25,000 3,079,500 
FleetCor Technologies, Inc. (a) 34,800 6,937,380 
IBM Corp. 9,700 1,370,707 
Korea Information & Communication Co. Ltd. (a) 15,144 188,564 
Luxoft Holding, Inc. (a) 101,046 3,637,656 
MasterCard, Inc. Class A 52,300 9,943,276 
PayPal Holdings, Inc. (a) 242,000 19,860,940 
Square, Inc. (a) 33,800 1,968,850 
The Western Union Co. 443,000 8,811,270 
Total System Services, Inc. 199,341 16,981,860 
Visa, Inc. Class A 219,300 28,666,896 
  156,928,174 
Semiconductors & Semiconductor Equipment - 1.8%   
Acacia Communications, Inc. (a) 125,139 4,046,995 
Advanced Micro Devices, Inc. (a) 378,900 5,202,297 
ams AG 159,110 13,741,318 
ASM Pacific Technology Ltd. 560,100 7,306,687 
Broadcom, Inc. 44,800 11,292,736 
Cavium, Inc. (a) 188,531 15,763,077 
Cree, Inc. (a) 126,400 5,892,768 
Himax Technologies, Inc. sponsored ADR 1,119,500 8,340,275 
Inphi Corp. (a) 482,476 16,298,039 
International Quantum Epitaxy PLC (a) 2,432,400 3,543,928 
KLA-Tencor Corp. 43,400 4,914,182 
Lam Research Corp. 21,700 4,300,506 
MACOM Technology Solutions Holdings, Inc. (a) 287,600 6,485,380 
Marvell Technology Group Ltd. 2,006,908 43,228,798 
Mellanox Technologies Ltd. (a) 55,200 4,714,080 
Micron Technology, Inc. (a) 108,700 6,260,033 
Miraial Co. Ltd. 30,400 431,471 
Monolithic Power Systems, Inc. 275,303 36,287,688 
NVIDIA Corp. 132,600 33,440,394 
Qorvo, Inc. (a) 22,000 1,765,500 
Qualcomm, Inc. 833,300 48,431,396 
Semtech Corp. (a) 67,100 3,247,640 
Silicon Laboratories, Inc. (a) 13,500 1,425,600 
SolarEdge Technologies, Inc. (a) 8,400 469,140 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 94,400 3,653,280 
  290,483,208 
Software - 3.1%   
Activision Blizzard, Inc. 350,400 24,846,864 
Adobe Systems, Inc. (a) 131,700 32,830,176 
Autodesk, Inc. (a) 209,500 27,046,450 
Citrix Systems, Inc. (a) 168,500 17,796,970 
CommVault Systems, Inc. (a) 344,611 23,554,162 
eBase Co. Ltd. 32,100 461,796 
Electronic Arts, Inc. (a) 150,000 19,636,500 
Ellie Mae, Inc. (a) 301,493 32,045,691 
HubSpot, Inc. (a) 3,800 460,560 
Intuit, Inc. 51,700 10,422,720 
Micro Focus International PLC sponsored ADR 14,500 256,650 
Microsoft Corp. 1,732,600 171,250,184 
Nintendo Co. Ltd. 19,000 7,777,384 
Nintendo Co. Ltd. ADR 113,100 5,772,624 
Oracle Corp. 391,100 18,272,192 
Parametric Technology Corp. (a) 232,200 20,024,928 
Paycom Software, Inc. (a) 230,865 24,349,332 
RealPage, Inc. (a) 3,200 188,000 
Red Hat, Inc. (a) 40,700 6,610,494 
Salesforce.com, Inc. (a) 227,900 29,474,307 
SAP SE sponsored ADR 52,700 5,944,033 
ServiceNow, Inc. (a) 10,300 1,829,383 
Sinosoft Tech Group Ltd. 3,720,000 1,707,791 
Snap, Inc. Class A (a) 103,800 1,182,282 
Toho System Science Co. Ltd. 9,700 77,753 
Tyler Technologies, Inc. (a) 96,871 22,437,261 
Workday, Inc. Class A (a) 22,700 2,972,792 
Zendesk, Inc. (a) 97,600 5,454,864 
  514,684,143 
Technology Hardware, Storage & Peripherals - 0.8%   
Apple, Inc. 597,200 111,598,764 
Cray, Inc. (a) 185,600 4,621,440 
Elecom Co. Ltd. 35,400 915,385 
Hewlett Packard Enterprise Co. 57,400 874,776 
HP, Inc. 403,400 8,886,902 
Super Micro Computer, Inc. (a) 81,739 1,969,910 
  128,867,177 
TOTAL INFORMATION TECHNOLOGY  1,416,922,230 
MATERIALS - 1.8%   
Chemicals - 0.9%   
C. Uyemura & Co. Ltd. 13,100 929,650 
Cabot Corp. 7,400 445,850 
CF Industries Holdings, Inc. 126,000 5,183,640 
DowDuPont, Inc. 318,900 20,444,679 
Innospec, Inc. 281,958 21,626,179 
Isamu Paint Co. Ltd. 2,100 75,865 
KPC Holdings Corp. 5,297 330,511 
LyondellBasell Industries NV Class A 514,200 57,652,104 
Monsanto Co. 102,300 13,039,158 
NOF Corp. 14,700 447,277 
The Chemours Co. LLC 272,584 13,353,890 
The Scotts Miracle-Gro Co. Class A 77,300 6,580,549 
Toho Acetylene Co. Ltd. 31,400 444,510 
Yara International ASA 36,100 1,487,641 
Yip's Chemical Holdings Ltd. 426,000 151,389 
  142,192,892 
Construction Materials - 0.4%   
Eagle Materials, Inc. 364,681 39,524,127 
Martin Marietta Materials, Inc. 108,900 24,270,543 
Mitani Sekisan Co. Ltd. 14,700 357,011 
  64,151,681 
Containers & Packaging - 0.3%   
Ball Corp. 303,700 11,221,715 
Graphic Packaging Holding Co. 883,800 12,797,424 
Mayr-Melnhof Karton AG 5,100 730,960 
Packaging Corp. of America 263,170 30,922,475 
Silgan Holdings, Inc. 16,200 440,964 
  56,113,538 
Metals & Mining - 0.2%   
ArcelorMittal SA Class A unit 69,400 2,234,680 
Ausdrill Ltd. 1,172,874 2,244,074 
BHP Billiton Ltd. sponsored ADR 112,200 5,585,316 
Chubu Steel Plate Co. Ltd. 128,900 888,680 
CI Resources Ltd. 21,224 29,052 
CK-SAN-ETSU Co. Ltd. 20,700 722,126 
Compania de Minas Buenaventura SA sponsored ADR 120,900 1,870,323 
First Quantum Minerals Ltd. 325,600 5,110,258 
Labrador Iron Ore Royalty Corp. 4,700 86,924 
Mount Gibson Iron Ltd. 2,327,534 748,084 
Pacific Metals Co. Ltd. (a) 41,800 1,390,754 
Rio Tinto PLC sponsored ADR 39,400 2,233,980 
Steel Dynamics, Inc. 183,041 9,047,717 
Teck Resources Ltd. Class B (sub. vtg.) 66,300 1,798,373 
  33,990,341 
TOTAL MATERIALS  296,448,452 
REAL ESTATE - 1.5%   
Equity Real Estate Investment Trusts (REITs) - 1.4%   
American Homes 4 Rent Class A 75,100 1,495,992 
American Tower Corp. 139,500 19,302,615 
Boston Properties, Inc. 56,900 6,928,713 
Brandywine Realty Trust (SBI) 1,192,667 19,392,765 
Cedar Realty Trust, Inc. 79,500 349,005 
Colony NorthStar, Inc. 108,400 638,476 
CoreSite Realty Corp. 170,752 18,127,032 
Corporate Office Properties Trust (SBI) 113,400 3,163,860 
Corrections Corp. of America 23,000 494,960 
DDR Corp. 37,100 563,549 
Douglas Emmett, Inc. 539,666 20,771,744 
Empire State Realty Trust, Inc. 834,156 14,147,286 
Equinix, Inc. 26,700 10,595,895 
Equity Lifestyle Properties, Inc. 15,600 1,418,040 
Front Yard Residential Corp. Class B 281,400 2,960,328 
Gaming & Leisure Properties 17,400 610,740 
General Growth Properties, Inc. 37,500 760,500 
Healthcare Trust of America, Inc. 83,300 2,137,478 
InfraReit, Inc. 21,600 461,376 
Lamar Advertising Co. Class A 271,486 18,792,261 
Liberty Property Trust (SBI) 472,144 20,873,486 
Outfront Media, Inc. 55,500 1,101,120 
Pennsylvania Real Estate Investment Trust (SBI) 71,600 788,316 
Prologis, Inc. 127,000 8,172,450 
PS Business Parks, Inc. 157,344 19,284,081 
Public Storage 47,100 9,977,664 
Spirit Realty Capital, Inc. 343,500 3,009,060 
Store Capital Corp. 107,300 2,875,640 
Sun Communities, Inc. 25,800 2,494,344 
The Macerich Co. 21,600 1,201,608 
UDR, Inc. 481,148 17,547,468 
VEREIT, Inc. 92,500 662,300 
  231,100,152 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 472,200 21,810,918 
Nisshin Fudosan Co. Ltd. 59,800 409,533 
  22,220,451 
TOTAL REAL ESTATE  253,320,603 
TELECOMMUNICATION SERVICES - 0.5%   
Diversified Telecommunication Services - 0.5%   
AT&T, Inc. 251,800 8,138,176 
Verizon Communications, Inc. 1,355,600 64,621,452 
Vonage Holdings Corp. (a) 137,400 1,573,230 
Zayo Group Holdings, Inc. (a) 268,970 9,360,156 
  83,693,014 
Wireless Telecommunication Services - 0.0%   
Okinawa Cellular Telephone Co. 20,900 828,046 
T-Mobile U.S., Inc. (a) 100,900 5,620,130 
Telephone & Data Systems, Inc. 73,900 1,888,145 
  8,336,321 
TOTAL TELECOMMUNICATION SERVICES  92,029,335 
UTILITIES - 1.2%   
Electric Utilities - 0.8%   
Edison International 32,000 1,989,120 
Exelon Corp. 1,021,100 42,263,329 
FirstEnergy Corp. 162,400 5,589,808 
Great Plains Energy, Inc. 138,400 4,697,296 
NextEra Energy, Inc. 51,000 8,456,310 
PG&E Corp. 149,300 6,469,169 
Portland General Electric Co. 367,713 15,686,637 
PPL Corp. 1,136,240 31,042,077 
Vistra Energy Corp. (a) 122,200 2,997,566 
Westar Energy, Inc. 59,800 3,390,660 
Xcel Energy, Inc. 450,500 20,506,760 
  143,088,732 
Gas Utilities - 0.2%   
Atmos Energy Corp. 241,874 21,577,580 
Busan City Gas Co. Ltd. 36,271 1,202,094 
China Resource Gas Group Ltd. 520,000 1,967,063 
Hokuriku Gas Co. 5,200 149,377 
Keiyo Gas Co. Ltd. 15,000 87,834 
Seoul City Gas Co. Ltd. 2,412 202,303 
South Jersey Industries, Inc. 72,300 2,394,576 
YESCO Co. Ltd. 4,402 162,192 
  27,743,019 
Independent Power and Renewable Electricity Producers - 0.1%   
NextEra Energy Partners LP 67,900 3,052,784 
NRG Energy, Inc. 162,400 5,558,952 
NRG Yield, Inc. Class C 47,900 838,250 
The AES Corp. 286,600 3,654,150 
  13,104,136 
Multi-Utilities - 0.1%   
Avangrid, Inc. 66,100 3,509,249 
Public Service Enterprise Group, Inc. 101,200 5,361,576 
SCANA Corp. 21,100 765,930 
Vectren Corp. 101,831 7,195,378 
  16,832,133 
TOTAL UTILITIES  200,768,020 
TOTAL COMMON STOCKS   
(Cost $7,875,698,764)  7,924,345,676 
Nonconvertible Preferred Stocks - 0.0%   
UTILITIES - 0.0%   
Electric Utilities - 0.0%   
Companhia Paranaense de Energia-Copel (PN-B)   
(Cost $190,237) 26,700 168,486 
Equity Funds - 49.9%   
Large Blend Funds - 5.7%   
Fidelity Large Cap Stock Fund (e) 7,586,207 254,744,823 
Fidelity SAI U.S. Minimum Volatility Index Fund (e) 25,687,529 321,864,741 
Fidelity Total Market Index Fund Institutional Premium Class (e) 4,897,594 382,159,283 
TOTAL LARGE BLEND FUNDS  958,768,847 
Large Growth Funds - 28.3%   
Fidelity Contrafund (e) 6,603,586 864,145,253 
Fidelity Growth Company Fund (e) 8,638,647 1,714,598,600 
Fidelity SAI U.S. Momentum Index Fund (e) 38,476,540 502,503,608 
Fidelity SAI U.S. Quality Index Fund (e) 119,149,101 1,628,768,215 
TOTAL LARGE GROWTH FUNDS  4,710,015,676 
Large Value Funds - 15.1%   
Fidelity Large Cap Value Enhanced Index Fund (e) 139,414,911 1,823,547,037 
Fidelity SAI U.S. Value Index Fund (e) 68,429,701 684,297,013 
TOTAL LARGE VALUE FUNDS  2,507,844,050 
Small Blend Funds - 0.8%   
Fidelity Small Cap Index Fund Institutional Premium Class (e) 6,197,463 134,732,836 
TOTAL EQUITY FUNDS   
(Cost $8,113,956,671)  8,311,361,409 
Money Market Funds - 6.5%   
Fidelity Cash Central Fund, 1.76% (f) 1,061,518,987 1,061,731,291 
Fidelity Securities Lending Cash Central Fund 1.76% (f)(g) 12,680,178 12,681,446 
TOTAL MONEY MARKET FUNDS   
(Cost $1,074,412,737)  1,074,412,737 
TOTAL INVESTMENT IN SECURITIES - 104.0%   
(Cost $17,064,258,409)  17,310,288,308 
NET OTHER ASSETS (LIABILITIES) - (4.0)%  (672,877,062) 
NET ASSETS - 100%  $16,637,411,246 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini Russell 2000 Index Contracts (United States) 130 June 2018 $10,622,300 $(95,037) $(95,037) 
CME E-mini S&P MidCap 400 Index Contracts (United States) 69 June 2018 13,434,300 (142,558) (142,558) 
TOTAL FUTURES CONTRACTS     $(237,595) 

The notional amount of futures purchased as a percentage of Net Assets is 0.1%

Legend

 (a) Non-income producing

 (b) Level 3 security

 (c) Security or a portion of the security is on loan at period end.

 (d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $8,810,666 or 0.1% of net assets.

 (e) Affiliated Fund

 (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.


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 $734,540 
Fidelity Securities Lending Cash Central Fund 25,646 
Total $760,186 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund Value, beginning of period Purchases(a) Sales Proceeds(a) Realized Gain/Loss Change in Unrealized appreciation (depreciation) Value, end of period % ownership, end of period 
Fidelity Advisor Stock Selector Mid Cap Fund Class I $-- $420,500,000 $423,110,189 $2,610,189 $-- $-- 0.0% 
Fidelity Consumer Discretionary Central Fund -- 371,570,155 378,555,792 6,985,637 -- -- 0.0% 
Fidelity Consumer Staples Central Fund -- 262,494,239 252,919,327 (9,574,912) -- -- 0.0% 
Fidelity Energy Central Fund -- 224,490,899 236,019,145 11,528,246 -- -- 0.0% 
Fidelity Financials Central Fund -- 641,374,398 648,125,061 6,750,663 -- -- 0.0% 
Fidelity Health Care Central Fund -- 534,873,137 540,969,645 6,096,508 -- -- 0.0% 
Fidelity Industrials Central Fund -- 342,459,245 351,576,852 9,117,607 -- -- 0.0% 
Fidelity Information Technology Central Fund -- 982,734,269 990,210,766 7,476,497 -- -- 0.0% 
Fidelity Materials Central Fund -- 92,513,052 95,285,035 2,771,983 -- -- 0.0% 
Fidelity Stock Selector Small Cap Fund -- 420,000,000 421,442,822 1,442,822 -- -- 0.0% 
Fidelity Telecom Services Central Fund -- 76,126,636 76,741,721 615,085 -- -- 0.0% 
Fidelity Utilities Central Fund -- 104,633,006 105,225,234 592,228 -- -- 0.0% 
Total $-- $4,473,769,036 $4,520,181,589 $46,412,553 $-- $--  

 (a) Includes the value of shares purchased or redeemed through in-kind transactions, if applicable. See the Notes to Financial Statements for additional details.


Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Fidelity Funds, excluding the Fidelity Money Market Central Funds is as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds(a) Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity Contrafund $-- $823,280,100 $-- $-- $-- $40,865,153 $864,145,253 
Fidelity Growth Company Fund -- 1,628,660,069 -- -- -- 85,938,531 1,714,598,600 
Fidelity Large Cap Stock Fund -- 2,223,720,000 2,003,649,000 -- 29,060,030 5,613,793 254,744,823 
Fidelity Large Cap Value Enhanced Index Fund -- 1,812,400,000 95 -- (2) 11,147,134 1,823,547,037 
Fidelity SAI U.S. Minimum Volatility Index Fund -- 319,809,781 -- -- -- 2,054,960 321,864,741 
Fidelity SAI U.S. Momentum Index Fund -- 490,391,410 -- -- -- 12,112,198 502,503,608 
Fidelity SAI U.S. Quality Index Fund -- 1,589,460,000 -- -- -- 39,308,215 1,628,768,215 
Fidelity SAI U.S. Value Index Fund -- 692,769,236 -- -- -- (8,472,223) 684,297,013 
Fidelity Small Cap Index Fund Institutional Premium Class -- 134,507,649 -- -- -- 225,187 134,732,836 
Fidelity Total Market Index Fund Institutional Premium Class -- 536,015,780 165,275,000 1,398 2,806,713 8,611,790 382,159,283 
Fidelity Value Discovery Fund -- 1,184,400,000 1,195,735,469 -- 11,335,469 -- -- 
Total $-- $11,435,414,025 $3,364,659,564 $1,398 $43,202,210 $197,404,738 $8,311,361,409 

 (a) Includes the value of shares redeemed through in-kind transactions, if applicable. See the Notes to Financial Statements for additional details.


Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2018, 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 $1,032,239,301 $1,014,929,085 $17,295,065 $15,151 
Consumer Staples 485,540,150 467,727,306 17,812,844 -- 
Energy 729,540,808 713,748,444 15,792,364 -- 
Financials 1,480,539,025 1,446,904,872 33,634,153 -- 
Health Care 1,124,322,433 1,059,376,916 64,945,517 -- 
Industrials 812,675,319 778,470,469 34,204,850 -- 
Information Technology 1,416,922,230 1,389,116,459 27,805,771 -- 
Materials 296,448,452 294,906,309 1,542,143 -- 
Real Estate 253,320,603 253,320,603 -- -- 
Telecommunication Services 92,029,335 92,029,335 -- -- 
Utilities 200,936,506 198,969,443 1,967,063 -- 
Equity Funds 8,311,361,409 8,311,361,409 -- -- 
Money Market Funds 1,074,412,737 1,074,412,737 -- -- 
Total Investments in Securities: $17,310,288,308 $17,095,273,387 $214,999,770 $15,151 
Derivative Instruments:     
Liabilities     
Futures Contracts $(237,595) $(237,595) $-- $-- 
Total Liabilities $(237,595) $(237,595) $-- $-- 
Total Derivative Instruments: $(237,595) $(237,595) $-- $-- 

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, 2018. 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 $(237,595) 
Total Equity Risk (237,595) 
Total Value of Derivatives $0 $(237,595) 

 (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 on futures contracts, 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, 2018 
Assets   
Investment in securities, at value (including securities loaned of $12,173,773) — See accompanying schedule:
Unaffiliated issuers (cost $7,875,889,001) 
$7,924,514,162  
Fidelity Central Funds (cost $1,074,412,737) 1,074,412,737  
Other affiliated issuers (cost $8,113,956,671) 8,311,361,409  
Total Investment in Securities (cost $17,064,258,409)  $17,310,288,308 
Segregated cash with brokers for derivative instruments  5,341,200 
Cash  6,587,917 
Foreign currency held at value (cost $32,542)  32,596 
Receivable for investments sold  26,373,719 
Receivable for fund shares sold  14,700,341 
Dividends receivable  13,894,324 
Distributions receivable from Fidelity Central Funds  544,307 
Prepaid expenses  20,111 
Other receivables  163,460 
Total assets  17,377,946,283 
Liabilities   
Payable for investments purchased $715,924,580  
Payable for fund shares redeemed 7,343,185  
Accrued management fee 1,646,489  
Payable for daily variation margin on futures contracts 1,218,810  
Other affiliated payables 478,238  
Other payables and accrued expenses 1,327,079  
Collateral on securities loaned 12,596,656  
Total liabilities  740,535,037 
Net Assets  $16,637,411,246 
Net Assets consist of:   
Paid in capital  $16,279,396,177 
Undistributed net investment income  12,240,858 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  100,003,006 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  245,771,205 
Net Assets, for 1,670,507,697 shares outstanding  $16,637,411,246 
Net Asset Value, offering price and redemption price per share ($16,637,411,246 ÷ 1,670,507,697 shares)  $9.96 

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


Statement of Operations

  For the period
March 20, 2018 (commencement of operations) to
May 31, 2018 
Investment Income   
Dividends:   
Unaffiliated issuers  $18,130,332 
Affiliated issuers  1,316 
Income from Fidelity Central Funds  760,186 
Total income  18,891,834 
Expenses   
Management fee $7,622,844  
Transfer agent fees 697,708  
Accounting and security lending fees 236,521  
Custodian fees and expenses 21,151  
Independent trustees' fees and expenses 7,078  
Registration fees 3,477,296  
Audit 33,666  
Miscellaneous  
Total expenses before reductions 12,096,269  
Expense reductions (5,516,938)  
Total expenses after reductions  6,579,331 
Net investment income (loss)  12,312,503 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 9,700,692  
Fidelity Central Funds 46,412,553  
Other affiliated issuers 43,202,210  
Foreign currency transactions 61,977  
Futures contracts 1,662,098  
Capital gain distributions from underlying funds:   
Affiliated issuers 82  
Total net realized gain (loss)  101,039,612 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 48,625,161  
Affiliated issuers 197,404,738  
Assets and liabilities in foreign currencies (21,099)  
Futures contracts (237,595)  
Total change in net unrealized appreciation (depreciation)  245,771,205 
Net gain (loss)  346,810,817 
Net increase (decrease) in net assets resulting from operations  $359,123,320 

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


Statement of Changes in Net Assets

 For the period
March 20, 2018 (commencement of operations) to
May 31, 2018 
Increase (Decrease) in Net Assets  
Operations  
Net investment income (loss) $12,312,503 
Net realized gain (loss) 101,039,612 
Change in net unrealized appreciation (depreciation) 245,771,205 
Net increase (decrease) in net assets resulting from operations 359,123,320 
Share transactions  
Proceeds from sales of shares 16,555,025,270 
Cost of shares redeemed (276,737,344) 
Net increase (decrease) in net assets resulting from share transactions 16,278,287,926 
Total increase (decrease) in net assets 16,637,411,246 
Net Assets  
Beginning of period – 
End of period $16,637,411,246 
Other Information  
Undistributed net investment income end of period $12,240,858 
Shares  
Sold 1,698,455,031 
Redeemed (27,947,334) 
Net increase (decrease) 1,670,507,697 

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


Financial Highlights

Strategic Advisers Fidelity U.S. Total Stock Fund

  
Years ended May 31, 2018 A 
Selected Per–Share Data  
Net asset value, beginning of period $10.00 
Income from Investment Operations  
Net investment income (loss)B .01 
Net realized and unrealized gain (loss) (.05)C 
Total from investment operations (.04) 
Net asset value, end of period $9.96 
Total ReturnD,E (.40)% 
Ratios to Average Net AssetsF,G  
Expenses before reductions .54%H 
Expenses net of fee waivers, if any .29%H,I 
Expenses net of all reductions .29%H,I 
Net investment income (loss) .55%H 
Supplemental Data  
Net assets, end of period (000 omitted) $16,637,411 
Portfolio turnover rateJ 126%K,L 

 A For the period March 20, 2018 (commencement of operations) to May 31, 2018.

 B Calculated based on average shares outstanding during the period.

 C The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

 H Annualized

 I Audit fees are not annualized.

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

 K Portfolio turnover rate excludes securities received in-kind.

 L Amount not Annualized


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


Notes to Financial Statements

For the period ended May 31, 2018

1. Organization.

Strategic Advisers Fidelity U.S. Total Stock 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 certain clients of Strategic Advisers LLC (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. 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.

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, 2018 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from 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. 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), certain independent Trustees have elected 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, 2018, 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 transactions, foreign currency transactions, passive foreign investment companies, partnerships, deferred trustees and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation $422,765,012 
Gross unrealized depreciation (185,628,881) 
Net unrealized appreciation (depreciation) $237,136,131 

Tax Cost $17,073,152,177 

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

Undistributed ordinary income $120,028,073 
Undistributed long-term capital gain $858,989 
Net unrealized appreciation (depreciation) on securities and other investments $237,129,905 

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 on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional 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. Cash deposited to meet initial margin requirements is presented as segregated cash with brokers for derivative instruments in the Statement of Assets and Liabilities.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities and in-kind exchanges, aggregated $24,282,147,830 and $12,024,732,172, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .34% of the Fund's average net assets.

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

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

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .03% of average net assets.

During June 2018, the Board approved that effective July 1, 2018 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

Accounting and Security Lending 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. For the period, the fees were equivalent to an annualized rate of .01%.

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 $140,244 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, an affiliated entity completed an exchange in-kind with the Fund. The affiliated entity delivered shares of the Underlying Fidelity Funds, see below table, and cash with total value of $3,633,831,512 in exchange for 373,083,317 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well the Notes to Financial Statements. The Fund recognized no gain or loss for federal income tax purposes.

Reallocation of Underlying Fund Investments. In addition, during the period, the investment adviser reallocated investments of the Fund. This involved taxable redemptions of the Fund's interest in the Underlying Fidelity Funds, see table below, in exchange for investments and cash totaling $6,160,012,948. The net realized gain of $65,353,946 on the redemptions of the Underlying Fidelity Funds is included in the accompanying Statement of Operations in "Net realized gain (loss) on: Fidelity Central Fund and Other affiliated issuers".

Exchanges In-Kind Reallocation of Underlying Fund Investments 
Underlying Fidelity Funds Shares Received Value of Investments and Cash Received Shares Sold Value of Investments and Cash Exchanged Net Realized gain (loss) 
Fidelity Consumer Discretionary Central Fund 1,210,681 $371,570,155 1,210,681 $378,555,792 $6,985,637 
Fidelity Consumer Staples Central Fund 1,264,850 262,494,239 1,264,850 252,919,327 (9,574,912) 
Fidelity Energy Central Fund 1,770,852 224,490,899 1,770,852 236,019,145 11,528,246 
Fidelity Financials Central Fund 6,136,967 641,374,398 6,136,967 648,125,061 6,750,663 
Fidelity Health Care
Central Fund 
1,316,740 534,873,137 1,316,740 540,969,646 6,096,508 
Fidelity Industrials Central Fund 1,193,404 342,459,245 1,193,404 351,576,852 9,117,607 
Fidelity Information Technology Central Fund 2,179,737 982,734,269 2,179,737 990,210,766 7,476,497 
Fidelity Large Cap Stock Fund 38,885,000 1,288,648,900 11,658,935 
Fidelity Materials Central Fund 374,592 92,513,052 374,592 95,285,035 2,771,983 
Fidelity Telecom Services Central Fund 436,231 76,126,636 436,231 76,741,721 615,085 
Fidelity Utilities Central Fund 598,211 104,633,006 598,211 105,225,234 592,228 
Fidelity Value Discovery Fund 41,999,841 1,195,735,469 11,335,469 
Total 16,482,265 $3,633,269,036 97,367,106 $6,160,012,948 $65,353,946 

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 Money Market Central Funds 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. 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 $25,646.

8. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2020. During the period, this waiver reduced the Fund's management fee by $5,516,938.

9. Other.

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

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

Fund % of shares held 
Fidelity Large Cap Value Enhanced Index Fund 48% 
Fidelity SAI U.S. Minimum Volatility Index Fund 19% 
Fidelity SAI U.S. Momentum Index Fund 24% 
Fidelity SAI U.S. Quality Index Fund 25% 
Fidelity SAI U.S. Value Index Fund 36% 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Fidelity U.S. Total Stock Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Fidelity U.S. Total Stock Fund (one of the funds constituting Fidelity Rutland Square Trust II, hereafter collectively referred to as the "Fund") as of May 31, 2018, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period March 20, 2018 (commencement of operations) through May 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, and the results of its operations, changes in its net assets,and the financial highlights for the period March 20, 2018 (commencement of operations) through May 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2018 by correspondence with the custodian, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

July 18, 2018



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

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 20 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. Mary C. Farrell serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), a Director of Strategic Advisers LLC (2018-present), a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), and President of FMR Co., Inc. (2009-present). Previously, Mr. Hogan served as a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of FMR (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of FMR (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

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 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 serves as Chairman of the Board of Trustees of Yale-New Haven Hospital and on the Yale New Haven Health System Board and previously served as Trustee on the Board of Overseers of the New York University Stern School of Business.

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) and Chief Executive Officer (2013-present) 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), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-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).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a member of the Global Advisory Board and Of Counsel to Signum Global Advisors (international policy and strategy, 2018-present), a guest lecturer in the joint degree program in Global Luxury Management at North Carolina State University (Raleigh, NC) and Skema (Paris) (2018-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012), and a member of the Board of Directors of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-2017).

 + 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 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

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. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) 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 Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). 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.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

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). Previously, Mr. Galligan served as a Director of Strategic Advisers LLC (investment adviser firm, 2008-2018), 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).

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 LLC (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). Previously, Mr. Gryglewicz served as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

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, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), 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 Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and 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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 20, 2018 to May 31, 2018). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (December 1, 2017 to May 31, 2018).

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 
Ending
Account Value
May 31, 2018 
Expenses Paid
During Period
 
Actual .29% $1,000.00 $996.00 .58B,C 
Hypothetical-D  $1,000.00 1,023.49 1.46C,E 

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

 B Actual expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 73/365 (to reflect the period March 20, 2018 to May 31, 2018).

 C If fees and changes to the Fund's expense contract and/ or expense cap, effective July 1, 2018, had been in effect during the current period, the restated annualized expense ratio would have been .27% and the expenses paid in the actual and hypothetical examples above would have been $.54 and $1.36, respectively.

 D 5% return per year before expenses

 E Hypothetical 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.


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Fidelity U.S. Total Stock Fund voted to pay on July 9, 2018, to shareholders of record at the opening of business on July 6, 2018, a distribution of $0.067 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.008 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2018, $858,988, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2019 of amounts for use in preparing 2018 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Fidelity U.S. Total Stock Fund

On March 8, 2018, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve the management contract between Strategic Advisers, Inc. (Strategic Advisers) and the fund (the Management Contract), the sub-advisory agreements between Strategic Advisers and each of FIAM LLC (FIAM) and Geode Capital Management, LLC (Geode) (each respective agreement, a Sub-Advisory Agreement and collectively, the Sub-Advisory Agreements) and the sub-subadvisory agreements between FIAM and each of FMR Investment Management (UK) Limited, Fidelity Management & Research (Japan) Limited and Fidelity Management & Research (Hong Kong) Limited (the Sub-Subadvisory Agreements, together with the Management Contract and Sub-Advisory Agreements, the Advisory Contracts), on behalf of 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 Advisory Contracts.

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

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, and also took into consideration the fund's investment objective, strategies and related investment philosophy and the proposed sub-adviser line-up. The Board also considered the structure of the portfolio manager compensation programs and whether such structures provide appropriate incentives to act in the best interests of the fund. The Board noted that it is familiar with the nature, extent and quality of services provided by Strategic Advisers, FIAM and Geode from its oversight of Strategic Advisers as the investment adviser and FIAM and Geode as sub-advisers, on behalf of 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 noted Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategy for the fund; (ii) identifying and recommending to the Board the sub-advisers for the fund; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to fund assets; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Board also noted that it receives from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

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

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

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

The Board noted that the growth of fund assets over time across the complex allows Strategic Advisers to reinvest in the development of services designed to enhance the value or convenience of the Strategic Advisers funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

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

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Advisory Contracts, the Board considered the amount and nature of fees to be paid by the fund to the fund’s investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to FIAM, and the projected total management fee rate and operating expenses of the fund.

The Board noted that the fund’s maximum aggregate annual management fee rate may not exceed 1.00% of the fund’s average daily net assets and that Strategic Advisers has contractually agreed to waive its 0.25% portion of the fund’s management fee through September 30, 2020. The Board considered that although the proposed maximum aggregate annual management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, the fund’s total management fee rate is expected to be below the median based upon the expected asset allocation to the sub-advisers and the effective sub-advisory fee rates applicable under the proposed sub-advisory agreements, before taking into account the management fee waiver. The Board noted that FIAM, and not the fund, will compensate the sub-subadvisers pursuant to the terms of each Sub-Subadvisory Agreement and that the fund and Strategic Advisers are not responsible for any such fees or expenses. The Board also considered that the fund’s projected total net expenses, including acquired fund fees and expenses, if any, are expected to rank below the applicable competitive Lipper peer group total expense median.

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

Costs of the Services and Profitability.  The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. The Board noted that it will consider costs of services and the profitability of Strategic Advisers and each sub-adviser as a result of their relationship with the fund in connection with future renewals of the Advisory Contracts.

Potential Fall-Out Benefits.  The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board noted that it will review information regarding the potential of direct and indirect benefits accruing to Strategic Advisers and its affiliates from their relationships with the fund, including nonadvisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to each sub-adviser, if any, as a result of its relationship with the fund, in connection with future renewals of the Advisory Contracts.

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

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

TSF-ANN-0718
1.9887487.100




Item 2.

Code of Ethics


As of the end of the period, May 31, 2018, 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 Heidi L. Steiger is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Steiger 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 Fidelity U.S. Total Stock Fund, Strategic Advisers Growth Fund, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers Short Duration Fund, Strategic Advisers Tax-Sensitive Short Duration Fund, Strategic Advisers Value Fund and Strategic Advisers Value Multi-Manager Fund (the “Funds”):


Services Billed by PwC


May 31, 2018 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Strategic Advisers Core Fund

 $42,000  

$3,800

 $7,100   

$7,200

Strategic Advisers Core Multi-Manager Fund

$37,000

$3,400

$4,100

$6,500

Strategic Advisers Fidelity U.S. Total Stock Fund

$26,000

$600

$3,700

$1,000

Strategic Advisers Growth Fund

 $42,000  

$3,800

 $4,000   

$7,200

Strategic Advisers Growth Multi-Manager Fund

 $37,000  

$3,400

 $3,900   

$6,500

Strategic Advisers Short Duration Fund

 $39,000  

$3,500

 $3,300   

$6,700

Strategic Advisers Tax-Sensitive Short Duration Fund

$37,000

$1,400

$2,700

$2,600

Strategic Advisers Value Fund

 $42,000  

$3,800

 $4,000   

$7,200

Strategic Advisers Value Multi-Manager Fund

 $37,000  

$3,400

 $3,900   

$6,500



May 31, 2017 FeesA,B

 

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 Fidelity U.S. Total Stock Fund

$-

$-

$-

$-

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 Tax-Sensitive Short Duration Fund

$-

$-

$-

$-

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


 

 

 

 

A Amounts may reflect rounding.

B Strategic Advisers Fidelity U.S. Total Stock Fund commenced operations on March 20, 2018 and Strategic Advisers Tax-Sensitive Short Duration Fund commenced operations on December 28, 2017.


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, 2018A,B

May 31, 2017A,B

Audit-Related Fees

 $7,545,000

 $6,340,000

Tax Fees

$20,000

$160,000

All Other Fees

$-

$-


A Amounts may reflect rounding.

B May include amounts billed prior to the Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers Tax-Sensitive Short Duration Fund’s commencement of operations.


“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 for each of the last two fiscal years of the Funds are as follows:


Billed By

May 31, 2018A,B

May 31, 2017A,B

PwC

$10,415,000

$8,210,000


A Amounts may reflect rounding.

B May include amounts billed prior to the Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers Tax-Sensitive Short Duration Fund’s commencement of operations.


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 a Fidelity fund are reported to the Audit Committee periodically.


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 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.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies


Not applicable.


Item 13.

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 25, 2018



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 25, 2018



By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

July 25, 2018