SEC Info - Fidelity Rutland Square Trust II

Report

Registrant: Fidelity Rutland Square Trust II — List all N-SARs

Annual Report for the 2nd-half period ended at fiscal year end: 5/31/18

Were there any Answer File errors in the Filing? None FoundNone Found by SEC InfoNot Checked by the FilerOne or more Found by SEC Info

Was the Answer File completed by the Registrant? Yes

Is this an Amendment to a previous Report? No

Is this a change to a previous Report? No

Registrant

1.

SEC CIK: 1364924

SEC File #: 811-21991

Telephone #: 603-791-7481

2.

Address: 245 Summer Street

Boston, MA 02210

3.

Is this the first Form N-SAR filed by the Registrant? No

4.

Is this the final Form N-SAR filed by the Registrant? No

Funds/Series

↑Top of Form N-SAR

7.

Is the Registrant a Funds/Series (multiple portfolios) company? Yes

The number of separate Funds/Series (portfolios) at period end: 9

↓

Series 3: Strategic Advisers Core Fund — S#27161 ⇒ FCSAX

↓

Series 11: Strategic Advisers Core Multi-Manager Fund — S#34418 ⇒ FHJSX & 3 more

↓

Series 21: Strategic Advisers Fidelity US Total Stk Fund [ now
Strategic Advisers Fidelity U.S. Total Stock Fund ] — S#61481 ⇒ FCTDX

↓

Series 4: Strategic Advisers Growth Fund — S#28572 ⇒ FSGFX

↓

Series 12: Strategic Advisers Growth Multi-Manager Fund — S#34419 ⇒ FFSPX & 3 more

↓

Series 14: Strategic Advisers Short Duration Fund — S#35122 ⇒ FAUDX

↓

Series 20: Strategic Advisers Tax-Sensitive Sht Dur Fund [ now
Strategic Advisers Tax-Sensitive Short Duration Fund ] — S#60103 ⇒ FGNSX

↓

Series 5: Strategic Advisers Value Fund — S#29157 ⇒ FVSAX

↓

Series 13: Strategic Advisers Value Multi-Manager Fund — S#34420 ⇒ FGWBX & 3 more

Family of Investment Companies

19.

Is the Registrant/Series part of a “family” of investment companies? Yes

Total number of registered management investment companies, Series
and portfolios (excluding any Unit Investment Trusts) in the family: 548

The Identification Code of the family for Form N-SAR Filings: FIDELITYZZ

Investment Company Type

27.

Is the Registrant an “open-end” investment company? Yes, Open-End

Additional Disclosures

77.

Did the Registrant file any additional Exhibits with the filing of this
Report (listed here and filed either herewith — as one of the ‘EX-99.*’
↑Exhibits in this Filing — or separately and incorporated by reference)? Yes

EX-99.77B: Accountant’s Report re: Internal Controls? Yes

EX-99.77O: Transaction Effected — Rule 10f-3 – ICA’40? Yes

EX-99.77Q1: Other Disclosure? Yes

Subsidiaries

78.

Does the Registrant have any wholly-owned investment company
subsidiaries whose operating and financial data are consolidated with
that of the Registrant in this Report? No

All Series

↑List of 9 Funds/Series Reported Here

All:

Affiliated Broker/Dealer

14.1

Name: Fidelity Distributors Corp.

SEC File #: 008-08775

14.2

Name: Fidelity Brokerage Services LLC

SEC File #: 008-23292

14.3

Name: National Financial Services LLC

SEC File #: 008-26740

14.4

Name: Fidelity Brokerage Services Japan LLC

14.5

Name: Luminex Trading & Analytics LLC

SEC File #: 008-69476

14.6

Name: Fidelity Investments Canada Ltd.

All:

Custodian

18.

Does the Registrant’s/Series’ Custodian(s) maintain some or all of the
Registrant’s/Series’ securities in a central depository or book-entry
system pursuant to Rule 17f-4? Yes

All:

Brokerage Commissions Paid on Portfolio Transactions

20.

The brokers who received the largest amount of gross brokerage
commissions during the period:

20.1

Broker: Goldman Sachs Group, Inc.

IRS #: 13-5108880

Commissions paid ($000s): 1,933

20.2

Broker: Morgan Stanley

IRS #: 13-2655998

Commissions paid ($000s): 1,512

20.3

Broker: Bank of America Corp.

IRS #: 04-3410012

Commissions paid ($000s): 1,246

20.4

Broker: Credit Suisse Group

IRS #: 13-5659485

Commissions paid ($000s): 1,078

20.5

Broker: JPMorgan Chase & Co.

IRS #: 13-3224016

Commissions paid ($000s): 1,050

20.6

Broker: UBS AG

IRS #: 13-3873456

Commissions paid ($000s): 824

20.7

Broker: Citigroup, Inc.

IRS #: 04-3531811

Commissions paid ($000s): 798

20.8

Broker: Liquidnet Holdings, Inc.

IRS #: 45-0404698

Commissions paid ($000s): 610

20.9

Broker: Deutsche Bank AG

IRS #: 36-6843535

Commissions paid ($000s): 592

20.10

Broker: Barclays plc

IRS #: 13-4942190

Commissions paid ($000s): 591

21.

Total brokerage commissions paid by the Registrant during the period:
Aggregate paid ($000s): 15,171

All:

Portfolio Transactions with Entities Acting as Principals

22.

The entities acting as principals with whom the Registrant did the
largest amount of portfolio transactions, based on total value of
principal, during the period:

22.1

Entity: Fidelity Cash Central Fund

IRS #: 04-3331103

Registrant’s purchases ($000s): 5,613,702

Registrant’s sales ($000s): 4,600,717

22.2

Entity: Goldman Sachs & Co.

IRS #: 13-5108880

Registrant’s purchases ($000s): 4,443,385

Registrant’s sales ($000s): 4,725,666

22.3

Entity: Fidelity Securities Lending Cash Central Fund

IRS #: 04-3469185

Registrant’s purchases ($000s): 3,221,038

Registrant’s sales ($000s): 3,145,781

22.4

Entity: Bank of America Corp.

IRS #: 04-3410012

Registrant’s purchases ($000s): 3,037,768

Registrant’s sales ($000s): 3,216,080

22.5

Entity: Morgan Stanley

IRS #: 13-2655998

Registrant’s purchases ($000s): 3,325,567

Registrant’s sales ($000s): 2,223,199

22.6

Entity: Credit Suisse Group

IRS #: 13-5659485

Registrant’s purchases ($000s): 2,106,091

Registrant’s sales ($000s): 2,041,121

22.7

Entity: Fidelity Sai U.S. Large Cap Index Fund

IRS #: 47-5416431

Registrant’s purchases ($000s): 2,047,346

Registrant’s sales ($000s): 1,450,627

22.8

Entity: Citigroup, Inc.

IRS #: 04-3531811

Registrant’s purchases ($000s): 1,740,306

Registrant’s sales ($000s): 1,713,465

22.9

Entity: Bear Stearns & Co., Inc.

IRS #: 13-3299429

Registrant’s purchases ($000s): 1,685,061

Registrant’s sales ($000s): 1,639,300

22.10

Entity: Fidelity Large Cap Stock Fund

IRS #: 04-3268694

Registrant’s purchases ($000s): 2,223,720

Registrant’s sales ($000s): 715,000

23.

Total purchase/sale transactions by the Registrant during the period:
Aggregate purchases ($000s): 64,723,517

Aggregate sales ($000s): 49,971,731

All:

Considerations which Affected the Participation of Brokers or Dealers

26.

Considerations which affected the participation of brokers or dealers or
other entities in commissions or other compensation paid on portfolio
transactions of the Registrant:

Consideration?

Sales of the Registrant’s/Series’ shares ............................... No

Receipt of investment research and statistical info .................... Yes

Receipt of quotations for portfolio valuations ......................... No

Ability to execute portfolio transactions to obtain the best price
and execution ........................................................ Yes

Receipt of telephone line and wire services ............................ Yes

Broker or Dealer which is an affiliated person ......................... Yes

An arrangement to return or credit part or all of commissions or
profits thereon...
To an Investment Adviser or Principal Underwriter, or to an
affiliated person of either ...................................... No

To the Registrant .................................................. Yes

Other .................................................................. No

All:

Fidelity Bond in Effect at Fiscal Year End

80.

Insurer: Federal Insurance Co. (Chubb)

2nd Insurer: N/A

Aggregate face amount of coverage for the Registrant/Series on all bonds
on which it is named as an insured ($000s): 2,500

81.

Is the bond part of a joint fidelity bond(s) shared with other
investment companies or other entities? No

82.

Does the mandatory coverage of the fidelity bond have a deductible? Yes

The amount of the deductible ($000s): 250

83.

Were any claims with respect to this Registrant/Series filed under the
bond during the period? No

84.

Were any losses incurred with respect to this Registrant/Series that
could have been filed as a claim under the fidelity bond but were not? No

85.

Are the Registrant’s/Series’ Officers and Directors covered as Officers
and Directors of the Registrant/Series under any errors and omissions
insurance policy owned by the Registrant/Series or anyone else? Yes

Were any claims filed under such policy during the period with respect
to the Registrant/Series? No

Series 3

↑Information Common to All Funds/Series ↑List of 9 Funds/Series

7.

Name: Strategic Advisers Core Fund — S#27161 ⇒ FCSAX

Is this the final Form N-SAR filed for this Fund/Series? No

S 3:

Investment Adviser

8.1

Name: Strategic Advisers LLC

Role: Adviser

SEC File #: 801-13243

Location: Boston, MA

8.2

Name: Fiam LLC

Role: Sub-Adviser

SEC File #: 801-63658

Location: Smithfield, RI

8.3

Name: T. Rowe Price Associates Inc.

Role: Sub-Adviser

SEC File #: 801-00856

Location: Baltimore, MD

8.4

Name: Brandywine Global Investment Management, LLC

Role: Sub-Adviser

SEC File #: 801-27797

Location: Philadelphia, PA

8.5

Name: LSV Asset Management

Role: Sub-Adviser

SEC File #: 801-47689

Location: Chicago, IL

8.6

Name: Waddell & Reed Investment Management Co.

Role: Sub-Adviser

SEC File #: 801-40372

Location: Overland Park, KS

8.7

Name: ClariVest Asset Mgmt LLC.

Role: Sub-Adviser

SEC File #: 801-66386

Location: San Diego, CA

8.8

Name: Massachusetts Financial Services Co.

Role: Sub-Adviser

SEC File #: 801-17352

Location: Boston, MA

8.9

Name: Oppenheimer Funds, Inc.

Role: Sub-Adviser

SEC File #: 801-08253

Location: New York, NY

8.10

Name: Alliancebernstein L.P.

Role: Sub-Adviser

SEC File #: 801-56720

Location: New York, NY

8.11

Name: Aristotle Capital Management, LLC

Role: Sub-Adviser

SEC File #: 801-60014

Location: Los Angeles, CA

8.12

Name: Boston Partners Global Investors, Inc.

Role: Sub-Adviser

SEC File #: 801-61786

Location: New York, NY

8.13

Name: J.P. Morgan Investment Management, Inc.

Role: Sub-Adviser

SEC File #: 801-21011

Location: New York, NY

8.14

Name: Loomis Sayles & Co. LP

Role: Sub-Adviser

SEC File #: 801-00170

Location: Boston, MA

8.15

Name: Geode Capital Management LLC

Role: Sub-Adviser

SEC File #: 801-61117

Location: Boston, MA

S 3:

Principal Underwriter

11.1

Name: Fidelity Distributors Corp.

SEC File #: 008-08775

Location: Smithfield, RI

S 3:

Shareholder Servicing/Transfer Agent

12.1

Name: Fidelity Investments Instit. Operations Co.

SEC File #: 084-01839

Location: Boston, MA

S 3:

Independent Public Accountant

13.1

Name: Pricewaterhousecoopers LLP

Location: Boston, MA

S 3:

Custodian

15.1

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.2

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: The Bank of New York Mellon

Role: Sub-Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

S 3:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Citigroup, Inc.

IRS #: 04-3531811

Type of security owned: Equity

Value of securities owned at period end ($000s): 301,945

25.2

Name: JPMorgan Chase & Co.

IRS #: 13-3224016

Type of security owned: Equity

Value of securities owned at period end ($000s): 398,125

25.3

Name: Bank of America Corp.

IRS #: 04-3410012

Type of security owned: Equity

Value of securities owned at period end ($000s): 322,001

25.4

Name: Morgan Stanley

IRS #: 13-2655998

Type of security owned: Equity

Value of securities owned at period end ($000s): 100,388

25.5

Name: Goldman Sachs & Co.

IRS #: 13-5108880

Type of security owned: Equity

Value of securities owned at period end ($000s): 43,730

S 3:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

222,312

Reinvestment of dividends and distributions ................

900,318

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

742,391

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

253,083

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

512,904

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

423,062

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

229,925

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

310,695

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

615,795

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

1,120,779

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

575,288

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

249,399

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

238,384

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

2,579,330

Reinvestment of dividends and distributions ................

900,318

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

2,914,687

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 3:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 3:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? No

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 0

S 3:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? Yes

48.

Fee (single rate or step rates) applied to the Registrant’s/Series’
assets based on the advisory contract:
Single-fee rate: 0.0%

Step-fee rates:
For 1st $000s: 0

Annual rate: 0.25%

Annual rate: 1.0%

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? No

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

54.

Indicated below are whether services were supplied or paid for wholly or
in substantial part by Investment Adviser(s) or Administrator(s) in
connection with the advisory or administrative contract(s) but for which
the Adviser(s) or Administrator(s) are not reimbursed by the Registrant:

Provided to the Registrant?
Occupancy and office rental ............................................ Yes

Clerical and bookkeeping services ...................................... Yes

Accounting services .................................................... Yes

Services of independent auditors ....................................... Yes

Services of outside counsel ............................................ Yes

Registration and filing fees ........................................... Yes

Stationery, supplies and printing ...................................... Yes

Salaries & compensation of Registrant’s interested Directors ........... Yes

Salaries & compensation of Registrant’s disinterested Directors ........ No

Salaries & compensation of Registrant’s Officers who aren’t Directors .. Yes

Reports to current shareholders ........................................ Yes

Determination of offering and redemption prices ........................ Yes

Trading department ..................................................... Yes

Prospectus preparation and printing for current shareholders ........... Yes

Other .................................................................. Yes

S 3:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 3:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? Yes

Growth? No

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S 3:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes to both

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes to both

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes to both

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S 3:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 23,286,626

Sales ($000s): 23,940,528

Monthly average Value of portfolio ($000s): 23,756,200

Percent turnover (lesser of Purchases or Sales, divided by Value): 98%

S 3:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 12

Income ($000s)
Net interest income ..............................................

3,024

Net dividend income ..............................................

387,454

Account maintenance fees .........................................

–

Net other income .................................................

1,823

Expenses ($000s)
Advisory fees ....................................................

112,653

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

–

Custodian fees ...................................................

–

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

303

Registration fees ................................................

–

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

–

Auditing fees ....................................................

–

Legal fees .......................................................

–

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

–

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

67

Total expenses ...................................................

113,023

Expense reimbursements ($000s): 61,506

Net investment income ($000s): 340,784

Realized capital gains ($000s): 1,794,949

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 1,146,696

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 310,752

Total capital gains distributions for which the record date passed
during the period ($000s): 1,461,353

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.2423

Distribution of capital gains: $1.1100

Other distributions: $0.0000

S 3:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

22

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

1,508

Long-term debt securities, including convertible debt ............

–

Preferred, conv. preferred and adjustable-rate preferred stock ...

3,262

Common stock .....................................................

19,584,171

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

5,496,044

Receivables from portfolio instruments sold ......................

220,315

Receivables from affiliated persons ..............................

138

Other receivables ................................................

49,904

All other assets .................................................

140

Total assets .....................................................

25,355,504

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

215,367

Amounts owed to affiliated persons ...............................

4,263

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

3

All other liabilities ..........................................

151,274

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

24,984,597

Number of shares outstanding (000s): 1,358,184

Net Asset Value (NAV) per share (to nearest cent): $18.40

Total number of shareholder accounts: 432,294

Total value of assets in segregated accounts ($000s): 21,248

75.

Monthly average net assets during the period ($000s): 24,123,344

Series 4

↑Information Common to All Funds/Series ↑List of 9 Funds/Series

7.

Name: Strategic Advisers Growth Fund — S#28572 ⇒ FSGFX

Is this the final Form N-SAR filed for this Fund/Series? No

S 4:

Investment Adviser

8.1

Name: Strategic Advisers LLC

Role: Adviser

SEC File #: 801-13243

Location: Boston, MA

8.2

Name: Fiam LLC

Role: Sub-Adviser

SEC File #: 801-63658

Location: Smithfield, RI

8.3

Name: ClariVest Asset Mgmt LLC.

Role: Sub-Adviser

SEC File #: 801-66386

Location: San Diego, CA

8.4

Name: Waddell & Reed Investment Management Co.

Role: Sub-Adviser

SEC File #: 801-40372

Location: Overland Park, KS

8.5

Name: Massachusetts Financial Services Co.

Role: Sub-Adviser

SEC File #: 801-17352

Location: Boston, MA

8.6

Name: Loomis Sayles & Co. LP

Role: Sub-Adviser

SEC File #: 801-00170

Location: Boston, MA

8.7

Name: Geode Capital Management LLC

Role: Sub-Adviser

SEC File #: 801-61117

Location: Boston, MA

S 4:

Principal Underwriter

11.1

Name: Fidelity Distributors Corp.

SEC File #: 008-08775

Location: Smithfield, RI

S 4:

Shareholder Servicing/Transfer Agent

12.1

Name: Fidelity Investments Instit. Operations Co.

SEC File #: 084-01839

Location: Boston, MA

S 4:

Independent Public Accountant

13.1

Name: Pricewaterhousecoopers LLP

Location: Boston, MA

S 4:

Custodian

15.1

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.2

Name: JPMorgan Chase Bank, N.A.

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: The Bank of New York Mellon

Role: Sub-Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

S 4:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Bank of America Corp.

IRS #: 04-3410012

Type of security owned: Equity

Value of securities owned at period end ($000s): 33,614

S 4:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

102,225

Reinvestment of dividends and distributions ................

397,251

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

528,488

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

115,620

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

182,586

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

127,503

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

272,025

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

147,886

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

443,968

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

496,726

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

579,156

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

109,729

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

102,080

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

1,099,689

Reinvestment of dividends and distributions ................

397,251

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

2,108,303

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 4:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 4:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? No

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 0

S 4:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? Yes

48.

Fee (single rate or step rates) applied to the Registrant’s/Series’
assets based on the advisory contract:
Single-fee rate: 0.0%

Step-fee rates:
For 1st $000s: 0

Annual rate: 0.25%

Annual rate: 0.95%

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? No

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? Yes

Income? No

54.

Indicated below are whether services were supplied or paid for wholly or
in substantial part by Investment Adviser(s) or Administrator(s) in
connection with the advisory or administrative contract(s) but for which
the Adviser(s) or Administrator(s) are not reimbursed by the Registrant:

Provided to the Registrant?
Occupancy and office rental ............................................ Yes

Clerical and bookkeeping services ...................................... Yes

Accounting services .................................................... No

Services of independent auditors ....................................... No

Services of outside counsel ............................................ No

Registration and filing fees ........................................... No

Stationery, supplies and printing ...................................... Yes

Salaries & compensation of Registrant’s interested Directors ........... Yes

Salaries & compensation of Registrant’s disinterested Directors ........ No

Salaries & compensation of Registrant’s Officers who aren’t Directors .. Yes

Reports to current shareholders ........................................ Yes

Determination of offering and redemption prices ........................ No

Trading department ..................................................... Yes

Prospectus preparation and printing for current shareholders ........... Yes

Other .................................................................. Yes

S 4:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 4:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $0

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? Yes

Growth? No

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? No

69.

Is the Registrant/Series an index Fund? No

S 4:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? Yes No

Writing or investing in stock index futures? Yes to both

Writing or investing in options on futures? Yes No

Writing or investing in options on stock index futures? Yes No

Writing or investing in other commodity futures? Yes No

Investments in restricted securities? Yes to both

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes to both

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes to both

Margin purchases? No –

Short selling? Yes No

S 4:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 4,257,828

Sales ($000s): 5,365,238

Monthly average Value of portfolio ($000s): 11,262,237

Percent turnover (lesser of Purchases or Sales, divided by Value): 38%

S 4:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 12

Income ($000s)
Net interest income ..............................................

1,600

Net dividend income ..............................................

108,118

Account maintenance fees .........................................

–

Net other income .................................................

82

Expenses ($000s)
Advisory fees ....................................................

42,782

Administrator fees ...............................................

–

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

11,847

Custodian fees ...................................................

101

Postage ..........................................................

–

Printing expenses ................................................

–

Directors’ fees ..................................................

144

Registration fees ................................................

112

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

1,349

Auditing fees ....................................................

78

Legal fees .......................................................

58

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

–

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

111

Total expenses ...................................................

56,582

Expense reimbursements ($000s): 28,924

Net investment income ($000s): 82,142

Realized capital gains ($000s): 1,346,430

Realized capital losses ($000s): 0

Net unrealized appreciation during the period ($000s): 691,056

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 83,337

Total capital gains distributions for which the record date passed
during the period ($000s): 835,649

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.1400

Distribution of capital gains: $1.3900

Other distributions: $0.0000

S 4:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

–

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

295

Long-term debt securities, including convertible debt ............

–

Preferred, conv. preferred and adjustable-rate preferred stock ...

10,617

Common stock .....................................................

7,128,880

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

4,437,407

Receivables from portfolio instruments sold ......................

15,869

Receivables from affiliated persons ..............................

21

Other receivables ................................................

15,386

All other assets .................................................

73

Total assets .....................................................

11,608,548

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

–

Amounts owed to affiliated persons ...............................

2,135

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

5,281

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

11,601,132

Number of shares outstanding (000s): 584,749

Net Asset Value (NAV) per share (to nearest cent): $19.84

Total number of shareholder accounts: 432,376

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 11,438,747

Series 5

↑Information Common to All Funds/Series ↑List of 9 Funds/Series

7.

Name: Strategic Advisers Value Fund — S#29157 ⇒ FVSAX

Is this the final Form N-SAR filed for this Fund/Series? No

S 5:

Investment Adviser

8.1

Name: Strategic Advisers LLC

Role: Adviser

SEC File #: 801-13243

Location: Boston, MA

8.2

Name: Fiam LLC

Role: Sub-Adviser

SEC File #: 801-63658

Location: Smithfield, RI

8.3

Name: LSV Asset Management

Role: Sub-Adviser

SEC File #: 801-47689

Location: Chicago, IL

8.4

Name: Brandywine Global Investment Management, LLC

Role: Sub-Adviser

SEC File #: 801-27797

Location: Philadelphia, PA

8.5

Name: Aristotle Capital Management, LLC

Role: Sub-Adviser

SEC File #: 801-60014

Location: Los Angeles, CA

8.6

Name: Boston Partners Global Investors, Inc.

Role: Sub-Adviser

SEC File #: 801-61786

Location: New York, NY

8.7

Name: Geode Capital Management LLC

Role: Sub-Adviser

SEC File #: 801-61117

Location: Boston, MA

8.8

Name: J.P. Morgan Investment Management, Inc.

Role: Sub-Adviser

SEC File #: 801-21011

Location: New York, NY

S 5:

Principal Underwriter

11.1

Name: Fidelity Distributors Corp.

SEC File #: 008-08775

Location: Smithfield, RI

S 5:

Shareholder Servicing/Transfer Agent

12.1

Name: Fidelity Investments Instit. Operations Co.

SEC File #: 084-01839

Location: Boston, MA

S 5:

Independent Public Accountant

13.1

Name: Pricewaterhousecoopers LLP

Location: Boston, MA

S 5:

Custodian

15.1

Name: State Street Bank & Trust Co.

Role: Custodian

Location: Boston, MA

Type of custody: Section 17(f)(1) — Bank

15.2

Name: JPMorgan Chase Bank

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.3

Name: The Bank of New York Mellon

Role: Custodian

Location: New York, NY

Type of custody: Section 17(f)(1) — Bank

15.4

Name: State Street Bank & Trust Co.

Role: Sub-Custodian

Location: Boston, MA

Type of custody: Section 17(f)(1) — Bank

S 5:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Bank of America Corp.

IRS #: 04-3410012

Type of security owned: Equity

Value of securities owned at period end ($000s): 169,225

25.2

Name: Goldman Sachs & Co.

IRS #: 13-5108880

Type of security owned: Equity

Value of securities owned at period end ($000s): 83,859

25.3

Name: Morgan Stanley

IRS #: 13-2655998

Type of security owned: Equity

Value of securities owned at period end ($000s): 75,923

25.4

Name: Citigroup, Inc.

IRS #: 04-3531811

Type of security owned: Equity

Value of securities owned at period end ($000s): 209,780

S 5:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

101,172

Reinvestment of dividends and distributions ................

339,861

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

238,544

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

116,970

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

304,932

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

230,301

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

109,659

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

146,538

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

129,836

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

183,107

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

437,165

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

113,514

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

101,852

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

891,602

Reinvestment of dividends and distributions ................

339,861

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

1,321,988

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 5:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 5:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? Yes

41.

During the period, did the Registrant/Series use its assets directly to
make payments under the 12b-1 plan? No

44.

If an Investment Adviser or other affiliated person of the
Registrant/Series made unreimbursed payments pursuant to the 12b-1 plan,
the total amount of such payments ($000s): 0

S 5:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? Yes

48.

Fee (single rate or step rates) applied to the Registrant’s/Series’
assets based on the advisory contract:
Single-fee rate: 0.0%

Step-fee rates:
For 1st $000s: 0

Annual rate: 0.25%

Annual rate: 0.7%