485BPOS 1 d20370d485bpos.htm FIDELITY RUTLAND SQUARE TRUST II Fidelity Rutland Square Trust II
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As filed with the Securities and Exchange Commission on September 3, 2020

Registration No. 333-240327

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933  
   Pre-Effective Amendment No.       
   Post-Effective Amendment No. 1  

 

 

Fidelity Rutland Square Trust II

(Exact Name of Registrant as Specified in Charter)

 

 

Registrant’s Telephone Number (617) 563-7000

245 Summer St., Boston, MA 02210

(Address Of Principal Executive Offices)

 

 

With copies to:

Christina H. Lee

Secretary and Chief Legal Officer

245 Summer Street

Boston, Massachusetts 02210

(Name and Address of Agent for Service)

 

John V. O’Hanlon

Dechert LLP

One International Place, 40th Floor

100 Oliver Street

Boston, MA 02116-5021

 

 

It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b).

 

 

 


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STRATEGIC ADVISERS® CORE FUND

STRATEGIC ADVISERS® GROWTH FUND

STRATEGIC ADVISERS® VALUE FUND

SERIES OF

FIDELITY RUTLAND SQUARE TRUST II

245 SUMMER STREET, BOSTON, MASSACHUSETTS 02210

1-800-544-3455

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the above funds:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of Strategic Advisers® Core Fund, Strategic Advisers® Growth Fund, and Strategic Advisers® Value Fund will be held at an office of Fidelity Rutland Square Trust II (the trust), 245 Summer Street, Boston, Massachusetts 02210 (at the corner of Summer Street and Dorchester Avenue, next to Boston’s South Station) on November 2, 2020 at 8:00 a.m. Eastern Time (ET). The purpose of the Meeting is to consider and act upon the following proposals, and to transact such other business as may properly come before the Meeting or any adjournments thereof.

 

  (1)

To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Strategic Advisers® Core Fund to Strategic Advisers® Large Cap Fund in exchange solely for shares of beneficial interest of Strategic Advisers® Large Cap Fund and the assumption by Strategic Advisers® Large Cap Fund of Strategic Advisers® Core Fund’s liabilities, in complete liquidation of Strategic Advisers® Core Fund.

 

  (2)

To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Strategic Advisers® Growth Fund to Strategic Advisers® Large Cap Fund in exchange solely for shares of beneficial interest of Strategic Advisers® Large Cap Fund and the assumption by Strategic Advisers® Large Cap Fund of Strategic Advisers® Growth Fund’s liabilities, in complete liquidation of Strategic Advisers® Growth Fund.

 

  (3)

To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Strategic Advisers® Value Fund to Strategic Advisers® Large Cap Fund in exchange solely for shares of beneficial interest of Strategic Advisers® Large Cap Fund and the assumption by Strategic Advisers® Large Cap Fund of Strategic Advisers® Value Fund’s liabilities, in complete liquidation of Strategic Advisers® Value Fund.

The Board of Trustees has fixed the close of business on September 8, 2020 as the record date for the determination of the shareholders of Strategic Advisers® Core Fund, Strategic Advisers® Growth Fund, and Strategic Advisers® Value Fund entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Trustees,

Christina H. Lee, Secretary

September 8, 2020


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Your vote is important – please vote your shares promptly.

Shareholders are invited to attend the Meeting in person. Admission to the Meeting will be on a first-come, first-served basis and will require picture identification. Shareholders arriving after the start of the Meeting may be denied entry. Cameras, cell phones, recording equipment and other electronic devices will not be permitted. Fidelity reserves the right to inspect any persons or items prior to admission to the Meeting.

Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions below or by indicating voting instructions on the enclosed proxy card, dating and signing it, and returning it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the Meeting to vote your shares, you will need to request a paper ballot at the Meeting in order to do so.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

 

  1.

Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.

 

  2.

Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

 

  3.

All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

 

         

REGISTRATION

 

VALID SIGNATURE

A.     1)     ABC Corp.   John Smith, Treasurer
    2)     ABC Corp.   John Smith, Treasurer
    c/o John Smith, Treasurer  
B.     1)     ABC Corp. Profit Sharing Plan   Ann B. Collins, Trustee
    2)     ABC Trust   Ann B. Collins, Trustee
    3)     Ann B. Collins, Trustee   Ann B. Collins, Trustee
    u/t/d 12/28/78  
C.     1)     Anthony B. Craft, Cust.   Anthony B. Craft
    f/b/o Anthony B. Craft, Jr.  
    UGMA  

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET

 

1.

Read the proxy statement, and have your proxy card handy.

 

2.

Call the toll-free number or visit the web site indicated on your proxy card.

 

3.

Enter the number found in the box on the front of your proxy card.

 

4.

Follow the recorded or on-line instructions to cast your vote up until 11:59 p.m. ET on November 1, 2020.


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STRATEGIC ADVISERS® CORE FUND    STRATEGIC ADVISERS® LARGE CAP FUND
STRATEGIC ADVISERS® GROWTH FUND
STRATEGIC ADVISERS® VALUE FUND

SERIES OF

FIDELITY RUTLAND SQUARE TRUST II

245 SUMMER STREET, BOSTON, MASSACHUSETTS 02210

1-800-544-3455

PROXY STATEMENT AND PROSPECTUS

SEPTEMBER 8, 2020

This combined Proxy Statement and Prospectus (Proxy Statement) is furnished to shareholders of Strategic Advisers® Core Fund (Core Fund), Strategic Advisers® Growth Fund (Growth Fund), and Strategic Advisers® Value Fund (Value Fund) (collectively, the Target Funds), each a series of Fidelity Rutland Square Trust II (the trust), in connection with a solicitation of proxies made by, and on behalf of, the trust’s Board of Trustees to be used at the Special Meeting of Shareholders of the Target Funds and at any adjournments thereof (the Meeting), to be held on November 2, 2020 at 8:00 a.m. Eastern Time (ET) at 245 Summer Street, Boston, Massachusetts 02210, an office of the trust and Strategic Advisers LLC (Strategic Advisers), the funds’ investment adviser. This Proxy Statement and the accompanying proxy card are first being mailed on or about September 8, 2020.

Shareholders of certain funds of the trust will also participate in the Meeting and have been mailed a separate notice and proxy statement relating to proposals to be voted upon by the trust and/or by the shareholders of those funds at the Meeting. Shareholders of Core Fund, Growth Fund and Value Fund are also asked to vote on certain other proposals that are included in a notice and proxy statement mailed separately to such shareholders.

As more fully described in the Proxy Statement:

 

Proposal

Number

  

Proposal

Description

  

Applicable Fund

  

Page

1

   To approve an Agreement and Plan of Reorganization (the Agreement) relating to the proposed acquisition of Core Fund by Strategic Advisers® Large Cap Fund (Large Cap Fund or Acquiring Fund), a newly created series of the trust.    Core Fund   

22

2

   To approve the Agreement relating to the proposed acquisition of Growth Fund by Large Cap Fund.    Growth Fund   

26

3

   To approve the Agreement relating to the proposed acquisition of Value Fund by Large Cap Fund.    Value Fund   

30

The transactions contemplated by the Agreement are each referred to as a Reorganization and, together, the Reorganizations. Approval of each Reorganization will be determined solely by approval of the shareholders of the individual fund affected. Because each Target Fund is used in Fidelity® Wealth Services (FWS) managed account program to provide exposure to large cap equity securities in individual client accounts, substantially all managed account clients who own shares of one of the Target Funds own shares of all three Target Funds. As a result, each Reorganization is conditional on the approval of shareholders of all three Target Funds. In the event shareholders of one Target Fund fail to approve the Agreement, Fidelity expects to continue to manage all three Target Funds separately to continue to provide large cap equities exposure to accounts in the managed account program.

If the Agreement is approved by each Target Fund’s shareholders and the Reorganizations occur, you will become a shareholder of Large Cap Fund. Your fund will transfer all of its assets to Large Cap Fund in exchange solely for shares of beneficial interest of Large Cap Fund and the assumption by Large Cap Fund of your fund’s liabilities in complete liquidation of each Target Fund. The total value of your fund holdings will not change as a result of the Reorganizations. The Reorganizations are currently scheduled to take place as of the close of business of the New York Stock Exchange (the NYSE) on November 13, 2020, or such other time and date as the parties to the Agreement may agree (the Closing Date).

Large Cap Fund (together with Core Fund, Growth Fund, and Value Fund, the funds) is a diversified series of Fidelity Rutland Square Trust II, an open-end management investment company registered with the Securities and Exchange Commission (the SEC). Large Cap Fund seeks capital appreciation. Large Cap Fund seeks to achieve its investment objective by normally investing at least 80% of its assets in securities and shares of funds with large market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell 1000® Index or the S&P 500® Index).


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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Proxy Statement sets forth concisely the information about each Reorganization and Large Cap Fund that shareholders should know before voting on the proposed Reorganizations. Please read it carefully and keep it for future reference.

The following documents have been filed with the SEC and are incorporated into this Proxy Statement by reference, which means they are part of this Proxy statement for legal purposes:

(i) the Statement of Additional Information dated September 8, 2020, relating to this Proxy Statement;

(ii) the Prospectus for Large Cap Fund dated July 29, 2020, a copy of which accompanies this Proxy Statement;

(iii) the Statement of Additional Information for Large Cap Fund dated July 29, 2020;

(iv) the Prospectus for Core Fund dated July 30, 2020;

(v) the Statement of Additional Information for Core Fund dated July 30, 2020;

(vi) the Prospectus for Growth Fund dated July 30, 2020;

(vii) the Statement of Additional Information for Growth Fund dated July 30, 2020;

(viii) the Prospectus for Value Fund dated July 30, 2020; and

(ix) the Statement of Additional Information for Value Fund dated July 30, 2020.

You can obtain copies of the funds’ current Prospectuses, Statements of Additional Information, or annual or semiannual reports without charge by contacting the Trust at Fidelity Distributors Company LLC (FDC), 900 Salem Street, Smithfield, Rhode Island 02917, by calling 1-800-544-3455, or by logging on to www.fidelity.com.

The trust is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended. Accordingly, it must file proxy material, reports, and other information with the SEC. You can review and copy such information at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549, the SEC’s Northeast Regional Office, 200 Vesey Street, Suite 400, New York, NY 10281-1022, and the SEC’s Midwest Regional Office, 175 W. Jackson Blvd., Suite 1450, Chicago, IL 60604. Such information is also available from the EDGAR database on the SEC’s web site at http://www.sec.gov. You can also obtain copies of such information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the SEC’s Public Reference Room, Office of Consumer Affairs and Information Services, Washington, DC 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-202-551-8090.

An investment in the funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the funds.


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TABLE OF CONTENTS

 

Synopsis    4
Comparison of Principal Risk Factors    17
The Proposed Transactions    21
Additional Information about the Funds    33
Voting Information    34
Miscellaneous    36
Exhibit 1. Form of Agreement and Plan of Reorganization    37
Attachment 1. Capitalization    44

 

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SYNOPSIS

The following is a summary of certain information contained elsewhere in this Proxy Statement, in the Agreement, and/or in the Prospectuses and Statements of Additional Information of Core Fund, Growth Fund, and Value Fund, as applicable, or the Prospectus and Statement of Additional Information of Large Cap Fund, each of which are incorporated herein by reference. Shareholders should read the entire Proxy Statement and the Prospectus of Large Cap Fund carefully for more complete information.    

What proposal am I being asked to vote on?

Shareholders of Core Fund are being asked to vote on Proposal 1. As more fully described in Proposal 1 below, shareholders of Core Fund are being asked to approve the Agreement relating to the proposed acquisition of Core Fund by Large Cap Fund.

Shareholders of Growth Fund are being asked to vote on Proposal 2. As more fully described in Proposal 2 below, shareholders of Growth Fund are being asked to approve the Agreement relating to the proposed acquisition of Growth Fund by Large Cap Fund.

Shareholders of Value Fund are being asked to vote on Proposal 3. As more fully described in Proposal 3 below, shareholders of Value Fund are being asked to approve the Agreement relating to the proposed acquisition of Value Fund by Large Cap Fund.

Approval of each Reorganization will be determined solely by approval of the shareholders of the individual fund affected. Because each Target Fund is used in FWS managed account program to provide exposure to large cap equity securities in individual client accounts, substantially all managed account clients who own shares of one of the Target Funds own shares of all three Target Funds. As a result, each Reorganization is conditional on the approval of shareholders of all three Target Funds. In the event shareholders of one Target Fund fail to approve the Agreement, Fidelity expects to continue to manage all three Target Funds separately to continue to provide large cap equities exposure to accounts in the managed account program.

Shareholders of record as of the close of business on September 8, 2020 will be entitled to vote at the Meeting.

If the Agreement is approved by each Target Fund’s shareholders and the Reorganizations occur, you will become a shareholder of Large Cap Fund instead. Your fund will transfer all of its assets to Large Cap Fund in exchange solely for shares of beneficial interest of Large Cap Fund and the assumption by Large Cap Fund of your fund’s liabilities in complete liquidation of each Target Fund. Each shareholder of Core Fund, Growth Fund, and Value Fund will receive shares of the Large Cap Fund. Each Reorganization is currently scheduled to take place as of the close of business of the NYSE on the Closing Date.

For more information, shareholders of Core Fund please refer to the section entitled “The Proposed Transactions – Proposal 1 – Agreement and Plan of Reorganization.” For more information, shareholders of Growth Fund please refer to the section entitled “The Proposed Transactions – Proposal 2 – Agreement and Plan of Reorganization.” For more information, shareholders of Value Fund please refer to the section entitled “The Proposed Transactions – Proposal 3 – Agreement and Plan of Reorganization.”

Has the Board of Trustees approved the proposal?

Yes. Each fund’s Board of Trustees has carefully reviewed the proposal and approved the Agreement and the Reorganization. The Board of Trustees unanimously recommends that you vote in favor of your fund’s Reorganization by approving the Agreement.

What are the reasons for the proposals?

The Board of Trustees considered the following factors, among others, in determining to recommend that you vote in favor of your fund’s Reorganization by approving the Agreement:

 

   

Each Reorganization would provide opportunities for improved investment outcomes by reducing redundant risk-mitigation strategies employed in managing each of the Target Funds separately to their individual benchmarks.

 

   

Each Reorganization would permit each Target Fund’s shareholders to receive exposure to large cap equity securities in a single fund with the same investment objective, reducing the need to trade across funds and potentially realize gains for customers in taxable accounts.

 

   

Although substantially all shareholders hold all three Target Funds, the mergers will provide clients who hold only one fund with more manager diversification and broadened portfolio management expertise in a single fund.

 

   

The contractual maximum management fee proposed for the Acquiring Fund is lower than that of each of the Target Funds.

 

   

Based on annualized expense data for the period from June 1, 2019 through April 30, 2020, and assuming all proposals are approved and the merger had been in effect for a full year, for each Target Fund individually, the change in total expenses is expected to range from a decrease of 18 basis points (bp) to an increase of 2 bp. As substantially all managed account clients who own shares of one Target Fund hold shares of all three Target Funds, substantially all shareholders are expected to benefit from a projected decrease of 6 bp in total expenses when comparing Acquiring Fund total annual operating expenses to the weighted average expense ratio of the three Target Funds. The pro forma expenses and fee information presented below is based on data for the 12 months ended May 31, 2020, the funds’ fiscal year end.

 

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For more information, shareholders of Core Fund please refer to the section entitled “The Proposed Transactions – Proposal 1 – Reasons for the Reorganization.” For more information, shareholders of Growth Fund please refer to the section entitled “The Proposed Transactions – Proposal 2 – Reasons for the Reorganization.” For more information, shareholders of Value Fund please refer to the section entitled “The Proposed Transactions – Proposal 3 – Reasons for the Reorganization.”

How will you determine the number of shares of Large Cap Fund that I will receive?

Although the number of shares you own will most likely change, the total value of your holdings will not change as a result of your fund’s Reorganization.

As provided in the Agreement each Target Fund will distribute shares of Large Cap Fund to its shareholders so that each shareholder will receive the number of full and fractional shares of Large Cap Fund equal in value to the net asset value of shares of the respective Target Fund held by such shareholder on the Closing Date.

For more information, shareholders of Core Fund please refer to the section entitled “The Proposed Transactions – Proposal 1 – Agreement and Plan of Reorganization.” For more information, shareholders of Growth Fund please refer to the section entitled “The Proposed Transactions – Proposal 2 – Agreement and Plan of Reorganization.” For more information, shareholders of Value Fund please refer to the section entitled “The Proposed Transactions – Proposal 3 – Agreement and Plan of Reorganization.”

Is a Reorganization considered a taxable event for federal income tax purposes?

No. Each fund will receive an opinion of counsel that its Reorganization will not result in any gain or loss for federal income tax purposes either to Core Fund, Growth Fund, Value Fund, Large Cap Fund or to the shareholders of any fund, except that Core Fund, Growth Fund, and Value Fund may recognize gain or loss with respect to assets (if any) that are subject to “mark-to-market” tax accounting due to the Target Funds’ tax years closing as of the date of the Reorganization.

For more information, shareholders of Core Fund please refer to the section entitled “The Proposed Transactions – Proposal 1 – Federal Income Tax Considerations.” For more information, shareholders of Growth Fund please refer to the section entitled “The Proposed Transactions – Proposal 2 – Federal Income Tax Considerations.” For more information, shareholders of Value Fund please refer to the section entitled “The Proposed Transactions – Proposal 3 – Federal Income Tax Considerations.”

How do the funds’ investment objectives, strategies, policies, and limitations compare?

The funds have the same investment objective. Each fund seeks capital appreciation. The Target Funds’ investment objective is currently fundamental, that is, subject to change only by shareholder approval. In a separate proxy statement, shareholders of the Target Funds are being asked to approve the conversion of the fundamental investment objective of each Target Fund to be non-fundamental. If shareholders of the Target Funds vote for the proposal, this change will allow the Board of Trustees to change the investment objective of the Target Funds in the future, without the delay and expense of a shareholder vote. The Acquiring Fund’s investment objective is not fundamental, subject to change by the Board of Trustees.

Although the funds have substantially similar principal investment strategies, there are some differences of which you should be aware. The following compares the principal investment strategies of Core Fund, Growth Fund, Value Fund, and Large Cap Fund:

 

Core Fund

 

Large Cap Fund

The fund normally invests primarily in common stocks.   No corresponding strategy.
The fund normally invests primarily in securities of companies with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies generally are defined as those companies with market capitalizations similar to those of companies included in the S&P 500® Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in the index changes with market conditions and the composition of the index.   The fund normally invests at least 80% of its assets in securities and shares of funds with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies are generally defined as those whose market capitalization is similar to the market capitalization of companies in the Russell 1000® Index or the S&P 500® Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in each index changes with market conditions and the composition of the index.
The fund may invest in securities of foreign issuers in addition to securities of domestic issuers.   Same principal strategy.

 

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Core Fund

 

Large Cap Fund

The fund is not constrained by any particular investment style. At any given time, the fund may tend to buy “growth” stocks or “value” stocks, or a combination of both types.   The fund is not constrained by any particular investment style. The fund will normally invest in a combination of “growth” and “value” stocks.
The fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities through one or more underlying funds, which in turn invest directly in securities.   Same principal strategy.
The Adviser may allocate the fund’s assets among any number of underlying funds or sub-advisers at any time. The Adviser may adjust allocations among underlying funds or sub-advisers from time to time, including making no allocation at all to one or more sub-advisers.   Same principal strategy.
The Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable outlook for achieving the fund’s investment objective.   Same principal strategy.
When determining how to allocate the fund’s assets among sub-advisers and underlying funds, the Adviser uses proprietary fundamental and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience and investment style, management company infrastructure, costs, asset size, and portfolio turnover.   Same principal strategy.
The fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds managed by Fidelity Management & Research Company LLC (FMR) (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®.   Same principal strategy.
No corresponding strategy.   The Adviser generally classifies funds by reference to a fund’s name, policies, or classification by a third-party ranking or ratings organization at the time of investment. Investments in funds whose names, policies or classifications change after purchase continue to be considered subject to the classification at time of investment for purposes of the 80% policy.
The Adviser may actively adjust the allocation of the fund’s assets at any time. For current information on fund holdings, please call 1-800-544-3455 or visit Fidelity’s web site at www.fidelity.com. For information on the underlying funds, see the underlying funds’ prospectuses. A copy of any underlying Fidelity® fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying fund’s prospectus, visit the web site of the company that manages or sponsors that underlying fund.   Same principal strategy.

 

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Core Fund

 

Large Cap Fund

Common types of investment approaches that a sub-adviser may use in selecting investments for a fund include, but are not limited to, quantitative analysis, fundamental analysis, or a combination of both approaches. Quantitative analysis refers to programmatic models that analyze such factors as growth potential, valuation, liquidity, and investment risk based on data inputs. Fundamental analysis involves a bottom-up assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.   Same principal strategy.
It is not possible to predict the extent to which the fund’s assets will be invested by a particular sub-adviser at any given time and one or more sub-advisers may not be managing any assets for the fund at any given time.   Same principal strategy.

 

Growth Fund

 

Large Cap Fund

The fund normally invests primarily in common stocks.   No corresponding strategy.
The fund invests in companies that are believed to have above-average growth potential. Growth may be measured by factors such as earnings or revenue.   No corresponding strategy.
Companies with high growth potential tend to be companies with higher than average price/earnings (P/E) or price/book (P/B) ratios. Companies with strong growth potential often have new products, technologies, distribution channels, or other opportunities, or have a strong industry or market position. The stocks of these companies are often called “growth” stocks.   No corresponding strategy.
The fund normally invests primarily in securities of companies with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies generally are defined as those companies with market capitalizations similar to those of companies included in the Russell 1000® Growth Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in the index changes with market conditions and the composition of the index.   The fund normally invests at least 80% of its assets in securities and shares of funds with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies are generally defined as those whose market capitalization is similar to the market capitalization of companies in the Russell 1000® Index or the S&P 500® Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in each index changes with market conditions and the composition of the index.
The fund may invest in securities of foreign issuers in addition to securities of domestic issuers.   Same principal strategy.
No corresponding strategy.   The fund is not constrained by any particular investment style. The fund will normally invest in a combination of “growth” and “value” stocks.
The fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities through one or more underlying funds, which in turn invest directly in securities.   Same principal strategy.
The Adviser may allocate the fund’s assets among any number of underlying funds or sub-advisers at any time. The Adviser may adjust allocations among underlying funds or sub-advisers from time to time, including making no allocation at all to one or more sub-advisers.   Same principal strategy.

 

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Growth Fund

 

Large Cap Fund

The Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable outlook for achieving the fund’s investment objective.   Same principal strategy.
When determining how to allocate the fund’s assets among sub-advisers and underlying funds, the Adviser uses proprietary fundamental and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience and investment style, management company infrastructure, costs, asset size, and portfolio turnover.   Same principal strategy.
The fund may invest in affiliated funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds managed by FMR (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®.   The fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds managed by FMR (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®.
No corresponding strategy.   The Adviser generally classifies funds by reference to a fund’s name, policies, or classification by a third-party ranking or ratings organization at the time of investment. Investments in funds whose names, policies or classifications change after purchase continue to be considered subject to the classification at time of investment for purposes of the 80% policy.
The Adviser may actively adjust the allocation of the fund’s assets at any time. For current information on fund holdings, please call 1-800-544-3455 or visit Fidelity’s web site at www.fidelity.com. For information on the underlying funds, see the underlying funds’ prospectuses. A copy of any underlying Fidelity® fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying fund’s prospectus, visit the web site of the company that manages or sponsors that underlying fund.   Same principal strategy.
Common types of investment approaches that a sub-adviser may use in selecting investments for a fund include, but are not limited to, quantitative analysis, fundamental analysis, or a combination of both approaches. Quantitative analysis refers to programmatic models that analyze such factors as growth potential, valuation, liquidity, and investment risk based on data inputs. Fundamental analysis involves a bottom-up assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.   Same principal strategy.
It is not possible to predict the extent to which the fund’s assets will be invested by a particular sub-adviser at any given time and one or more sub-advisers may not be managing any assets for the fund at any given time.   Same principal strategy.

 

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Value Fund

 

Large Cap Fund

The fund normally invests primarily in common stocks.   No corresponding strategy.
The fund invests in companies that are believed to be undervalued in the marketplace in relation to factors such as the company’s assets, sales, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry. Companies with these characteristics tend to have lower than average P/B, price/sales (P/S), or P/E ratios. The stocks of these companies are often called “value” stocks.   No corresponding strategy.
The fund normally invests primarily in securities of companies with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies generally are defined as those companies with market capitalizations similar to those of companies included in the Russell 1000® Value Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in the index changes with market conditions and the composition of the index.   The fund normally invests at least 80% of its assets in securities and shares of funds with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies are generally defined as those whose market capitalization is similar to the market capitalization of companies in the Russell 1000® Index or the S&P 500® Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in each index changes with market conditions and the composition of the index.
The fund may invest in securities of foreign issuers in addition to securities of domestic issuers.   Same principal strategy.
No corresponding strategy.   The fund is not constrained by any particular investment style. The fund will normally invest in a combination of “growth” and “value” stocks.
The fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities through one or more underlying funds, which in turn invest directly in securities.   Same principal strategy.
The Adviser may allocate the fund’s assets among any number of underlying funds or sub-advisers at any time. The Adviser may adjust allocations among underlying funds or sub-advisers from time to time, including making no allocation at all to one or more sub-advisers.   Same principal strategy.
The Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable outlook for achieving the fund’s investment objective.   Same principal strategy.
When determining how to allocate the fund’s assets among sub-advisers and underlying funds, the Adviser uses proprietary fundamental and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience and investment style, management company infrastructure, costs, asset size, and portfolio turnover.   Same principal strategy.

 

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Value Fund

 

Large Cap Fund

The fund may invest in affiliated funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds managed by FMR (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®.   The fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds managed by FMR (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®.
No corresponding strategy.   The Adviser generally classifies funds by reference to a fund’s name, policies, or classification by a third-party ranking or ratings organization at the time of investment. Investments in funds whose names, policies or classifications change after purchase continue to be considered subject to the classification at time of investment for purposes of the 80% policy.
The Adviser may actively adjust the allocation of the fund’s assets at any time. For current information on fund holdings, please call 1-800-544-3455 or visit Fidelity’s web site at www.fidelity.com. For information on the underlying funds, see the underlying funds’ prospectuses. A copy of any underlying Fidelity® fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying fund’s prospectus, visit the web site of the company that manages or sponsors that underlying fund.   Same principal strategy.
Common types of investment approaches that a sub-adviser may use in selecting investments for a fund include, but are not limited to, quantitative analysis, fundamental analysis, or a combination of both approaches. Quantitative analysis refers to programmatic models that analyze such factors as growth potential, valuation, liquidity, and investment risk based on data inputs. Fundamental analysis involves a bottom-up assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.   Same principal strategy.
It is not possible to predict the extent to which the fund’s assets will be invested by a particular sub-adviser at any given time and one or more sub-advisers may not be managing any assets for the fund at any given time.   Same principal strategy.

For a comparison of the principal risks associated with the funds’ principal investment strategies, please refer to the section entitled “Comparison of Principal Risk Factors.”

 

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Although the funds have substantially similar fundamental and non-fundamental investment policies and limitations, there are some differences of which you should be aware. The following summarizes the investment policy and limitation differences between Core Fund, Growth Fund, Value Fund, and Large Cap Fund:

 

Core Fund

 

Large Cap Fund

Fundamental policies and limitations (subject to change only by shareholder vote)   Fundamental policies and limitations (subject to change only by shareholder vote)
Senior Securities. The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.   Senior Securities. The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940.
Concentration. The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.   Concentration. The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (provided that investments in other investment companies shall not be considered an investment in any particular industry for purposes of this investment limitation).
Non-Fundamental Policies and Limitations   Non-Fundamental Policies and Limitations
No corresponding policy or limitation.   Short Sales. The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts, options, and swaps are not deemed to constitute selling securities short.

 

Growth Fund

 

Large Cap Fund

Fundamental policies and limitations (subject to change only by shareholder vote)   Fundamental policies and limitations (subject to change only by shareholder vote)
Senior Securities. The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.   Senior Securities. The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940.
Concentration. The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.   Concentration. The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (provided that investments in other investment companies shall not be considered an investment in any particular industry for purposes of this investment limitation).
Non-Fundamental Policies and Limitations   Non-Fundamental Policies and Limitations
Short Sales. The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.   Short Sales. The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts, options, and swaps are not deemed to constitute selling securities short.

 

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Value Fund

 

Large Cap Fund

Fundamental policies and limitations (subject to change only by shareholder vote)   Fundamental policies and limitations (subject to change only by shareholder vote)
Senior Securities. The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.   Senior Securities. The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940.
Concentration. The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.   Concentration. The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry (provided that investments in other investment companies shall not be considered an investment in any particular industry for purposes of this investment limitation).
Non-Fundamental Policies and Limitations   Non-Fundamental Policies and Limitations
Short Sales. The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.   Short Sales. The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts, options, and swaps are not deemed to constitute selling securities short.

Except as noted above, the funds have the same fundamental and non-fundamental investment policies and limitations.

For more information about the funds’ investment objectives, strategies, policies, and limitations, please refer to the “Investment Details” section of the funds’ Prospectuses, and to the “Investment Policies and Limitations“ section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Following the Reorganization, the combined fund will be managed in accordance with the investment objective, strategies, policies, and limitations of Large Cap Fund.

How do the funds’ management and distribution arrangements compare?

The following summarizes the management and distribution arrangements of Core Fund, Growth Fund, Value Fund, and Large Cap Fund:

Management of the Funds

The principal business address of Strategic Advisers, each fund’s investment adviser, is 245 Summer Street, Boston, Massachusetts 02210.

As the manager, Strategic Advisers has overall responsibility for directing the funds’ investments and handling their business affairs. As of December 31, 2019, the Adviser had approximately $436.6 billion in discretionary assets under management, and approximately $3.2 trillion when combined with all of its affiliates’ assets under management.

 

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Each fund employs a multi-manager and a fund of funds investment structure. Strategic Advisers may allocate each fund’s assets among any number of sub-advisers or underlying funds. Strategic Advisers may adjust allocations among underlying funds or sub-advisers from time to time, including making no allocation to, or terminating the sub-advisory contract with, a sub-adviser. The table below lists the sub-advisory agreements in effect for each fund.

 

Sub-Adviser*

  

Fund(s)

  

As of Date of

Assets under

Management

  

Assets Under

Management

AllianceBernstein L.P.   

Core Fund

Large Cap Fund

   May 31, 2020   

$596 billion

(discretionary)

Aristotle Capital Management, LLC   

Core Fund

Value Fund

Large Cap Fund

   May 31, 2020   

$30.0 billion

(discretionary)

Boston Partners Global Investors, Inc.   

Core Fund

Value Fund

   May 31, 2020    $66.3 billion
Brandywine Global Investment Management, LLC   

Core Fund

Value Fund

Large Cap Fund

   May 31, 2020   

$65.0 billion

(discretionary)

ClariVest Asset Management LLC   

Core Fund

Growth Fund

Large Cap Fund

   May 31, 2020   

$5.1 billion

(discretionary)

ClearBridge Investments, LLC   

Core Fund

Growth Fund

Large Cap Fund

   March 31, 2020    $120.5 billion
FIAM LLC   

Core Fund

Growth Fund

Value Fund

Large Cap Fund

   December 31, 2019   

$102.9 billion

(discretionary)

Geode Capital Management, LLC   

Core Fund

Growth Fund

Value Fund

Large Cap Fund

   December 31, 2019   

$554 billion

(discretionary)

Invesco Advisers, Inc.   

Core Fund

Large Cap Fund

   March 31, 2020   

$1,053.4 billion

(discretionary)

J.P. Morgan Investment Management Inc.   

Core Fund

Value Fund

Large Cap Fund

   March 31, 2020    $1.89 trillion
Loomis, Sayles & Company, L.P.   

Core Fund

Growth Fund

Large Cap Fund

   May 31, 2020    $301 billion
LSV Asset Management   

Core Fund

Value Fund

Large Cap Fund

   May 31, 2020   

$90 billion

(discretionary)

Massachusetts Financial Services Company   

Core Fund

Growth Fund

   May 31, 2020    $494 billion
PineBridge Investments LLC   

Core Fund

Large Cap Fund

   May 31, 2020    $103.37 billion
Principal Global Investors, LLC   

Core Fund

Growth Fund

Large Cap Fund

   March 31, 2020    $437.08 billion
T. Rowe Price Associates, Inc.   

Core Fund

Large Cap Fund

   March 31, 2020    $1.01 trillion

 

*

Not all sub-advisers are allocated assets to manage under each sub-advisory agreement.

 

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FIAM has retained FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Limited to serve as sub-subadviser for Large Cap Fund. As of December 31, 2019, FMR UK had approximately $23.9 billion in discretionary assets under management. As of December 31, 2019, FMR H.K. had approximately $16.5 billion in discretionary assets under management.

Strategic Advisers and each of the sub-advisers (with the exception of Boston Partners Global Investors, Inc. and Massachusetts Financial Services Company) are expected to continue serving as manager or sub-adviser of the combined fund after the Reorganizations.

John A. Stone is lead portfolio manager of each fund. Mr. Stone joined Fidelity Investments in 1993 as a customer service team leader and also worked as a financial analyst and investment strategist. In 2006, Mr. Stone left Fidelity Investments and joined Mercer Global Investments as a portfolio manager and Principal. Since returning to Fidelity Investments in 2008, Mr. Stone has worked as a portfolio manager. Mr. Stone is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.

Gopalakrishnan Anantanatarajan is co-manager of Value Fund and Large Cap Fund. Since joining Fidelity Investments in 2006, Mr. Anantanatarajan has worked as a senior research analyst, research analyst, research associate, a senior research associate, and portfolio manager. Mr. Anantanatarajan is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.

Niall Devitt is co-manager of Core Fund, Growth Fund, and Large Cap Fund. Mr. Devitt joined Fidelity Investments in 2001 and has been a part of Strategic Advisers since 2006 where he has worked as a research associate, analyst, and portfolio manager. Mr. Devitt is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.

For information about the compensation of, any other accounts managed by, and any fund shares held by a fund’s portfolio manager(s), please refer to the “Management Contract” section of each fund’s Statement of Additional Information, which are incorporated herein by reference.

Each fund has entered into a management contract with Strategic Advisers, pursuant to which Strategic Advisers furnishes investment advisory and other services.

Under Core Fund’s all-inclusive management contract, Strategic Advisers is responsible for paying certain of the fund’s operating expenses such as, for example, typesetting, printing, and mailing proxy materials to shareholders, legal expenses, fees of the custodian, auditor, and Interested Trustees, the fund’s proportionate share of insurance premiums and the costs of registering shares under federal securities laws and making necessary filings under state securities laws. Core Fund is responsible for paying fees and expenses of the Independent Trustees, interest on borrowings, taxes, shareholder charges (if any) associated with investing in the underlying funds, prime brokerage fees and expenses, and such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation.

In contrast, under Growth Fund’s, Value Fund’s, and Large Cap Fund’s management contract, Strategic Advisers is not required to pay such operating expenses.

Each fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. Each fund’s management fee is calculated by adding the annual rate of 0.25% of the fund’s average daily net assets throughout the month plus the total fees payable monthly to the fund’s sub-advisers, if any, based upon each sub-adviser’s respective allocated portion of the fund’s assets. Because the fund’s management fee rate may fluctuate, the fund’s management fee may be higher or lower in the future. However, each fund’s maximum aggregate annual management fee, as a percentage of its average daily net assets, will not exceed the following rates:

 

Name of Fund

  

Maximum
Management
Fee Rate

 
Core Fund      1.00
Growth Fund      0.95
Value Fund      0.70
Large Cap Fund      0.65

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for Core Fund, Growth Fund, and Value Fund is available in each fund’s semi-annual report for the fiscal period ended November 30, 2019 and in Core Fund’s and Growth Fund’s annual report for the fiscal period ended May 31, 2020.

The basis for the Board of Trustees approving the management contract, sub-advisory agreements, and sub-subadvisory agreements for Large Cap Fund will be included in the fund’s semi-annual report for the fiscal period ending November 30, 2020, when available.

If the Reorganizations are approved, the combined fund will retain Large Cap Fund’s management fee structure, requiring payment of a management fee and all fund operating expenses separately.

 

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For more information about fund management, please refer to the “Fund Management” section of the funds’ Prospectuses, and to the “Control of Investment Advisers” and “Management Contract” sections of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Expense Arrangements

Strategic Advisers has contractually agreed to waive a portion of Core Fund’s, Growth Fund’s, Value Fund’s, and Large Cap Fund’s management fee in an amount equal to 0.25% of the fund’s average daily net assets through September 30, 2023.

For more information about the funds’ fees and operating expenses, please refer to the funds’ Prospectuses, which are incorporated herein by reference, and to “Annual Fund Operating Expenses” below.

If the proposed Reorganizations are not approved, the funds will maintain current expense structures.

Distribution of Fund Shares

The principal business address of FDC, each fund’s principal underwriter and distribution agent, is 900 Salem Street, Smithfield, Rhode Island 02917.

Each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that recognizes that Strategic Advisers may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. A fund’s Distribution and Service Plan does not authorize payments by the fund other than those that are to be made to Strategic Advisers under the fund’s management contract.

If the Reorganizations are approved, the Distribution and Service Plan for the combined fund will remain unchanged.

For more information about fund distribution, please refer to the “Fund Distribution” section of the funds’ Prospectuses, and to the “Distribution Services” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

How do the funds’ fees and operating expenses compare, and what are the combined fund’s fees and operating expenses estimated to be following the Reorganizations?

The following tables allow you to compare the fees and expenses of each fund and to analyze the pro forma estimated fees and expenses of the combined fund.

Annual Fund Operating Expenses

The following tables show the fees and expenses of Core Fund, Growth Fund, and Value Fund for the 12 months ended May 31, 2020, adjusted to reflect current contractual arrangements for each fund, and the pro forma estimated fees and expenses of the combined fund based on the same time period after giving effect to the Reorganizations. The Large Cap Fund Pro Forma Combined fee table presented below is identical to the fee table included in the registration statement for the Large Cap Fund, as the fund will commence operations only if the Proposals are approved. Annual fund operating expenses are paid by each fund.

The combined pro forma expenses for Large Cap Fund shown below assume that all three Reorganizations occur.

Shareholder Fees (paid directly from your investment)

 

     Core
Fund
     Growth
Fund
     Value
Fund
     Large Cap
Fund
Pro Forma
Combined(a)
 
Maximum sales charge (load) on purchases (as a % of offering price)      None        None        None        None  
Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)      None        None        None        None  

(a) The expenses for Large Cap Fund Pro Forma Combined are based on expenses calculated for and included in the registration statement for Large Cap Fund, which is expected to commence operations in November 2020.

 

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Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Core
Fund
    Growth
Fund
    Value
Fund
    Large Cap
Fund
Pro Forma
Combined
 
Management fee (fluctuates based on the fund’s allocation among underlying funds and sub-advisers)(b)      0.45 %(a)      0.36 %(a)      0.44 %(a)      0.42 %(d)(e) 
Distribution and/or Service (12b-1) fees      None       None       None       None  
Other expenses      0.00     0.00     0.00     0.00 %(d) 
Acquired fund fees and expenses      0.10     0.32 %(a)      0.04 %(a)      0.08 %(d) 
  

 

 

   

 

 

   

 

 

   

 

 

 
Total annual operating expenses(a)(c)      0.55     0.68     0.48     0.50
Fee waiver and/or expense reimbursement(b)      0.25     0.25     0.25     0.25
  

 

 

   

 

 

   

 

 

   

 

 

 
Total annual operating expenses after fee waiver and/or expense reimbursement(a)(c)      0.30     0.43     0.23     0.25

(a) Based on historical expenses, adjusted to reflect current fees.

(b) Strategic Advisers has contractually agreed that the funds’ maximum aggregate annual management fee will not exceed 1.00%, 0.95%, 0.70%, and 0.65% for Core Fund, Growth Fund, Value Fund, and Large Cap Fund, respectively, of their average daily net assets. In addition, Strategic Advisers has contractually agreed to waive a portion of the funds’ management fee in an amount equal to 0.25% of each fund’s average daily net assets. This arrangement will remain in effect through September 30, 2023, and neither Strategic Advisers nor any of its affiliates retain the ability to be repaid with respect to this arrangement. Strategic Advisers may not terminate this arrangement without the approval of the Board of Trustees.

(c) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus, in part, because of acquired fund fees and expenses.

(d) Based on estimated amounts for the current fiscal year.

(e) The expenses for Large Cap Fund Pro Forma Combined are based on expenses calculated for and included in the registration statement for Large Cap Fund, which is expected to commence operations in November 2020.

Because substantially all shareholders of each Target Fund hold all three Target Funds, the combined weighted average expenses of Core Fund, Growth Fund and Value Fund provide an appropriate additional comparison of fees and expenses, reflecting the managed account client experience. As shown below, the Reorganization is expected to result in lower total operating expenses for shareholders who own all three Target Funds when comparing the combined weighted average expense of all three Target Funds to the total operating expenses of the combined Large Cap Fund.

 

     Combined
Weighted
Average
Expense
    Large Cap
Fund
Pro Forma
Combined
 
Management fee (fluctuates based on the fund’s allocation among underlying funds and sub-advisers)(a)      0.43     0.42 %(b) 
Acquired fund fees and expenses      0.13     0.08 %(b) 
  

 

 

   

 

 

 
Total annual operating expenses(c)      0.56     0.50
Fee waiver and/or expense reimbursement(a)      0.25     0.25
  

 

 

   

 

 

 
Total annual operating expenses after fee waiver and/or expense reimbursement(c)      0.31     0.25

(a) Strategic Advisers has contractually agreed that the Large Cap Fund’s maximum aggregate annual management fee will not exceed 0.65% of the fund’s average daily net assets. In addition, Strategic Advisers has contractually agreed to waive a portion of the Large Cap Fund’s management fee in an amount equal to 0.25% of the fund’s average daily net assets. This arrangement will remain in effect through September 30, 2023, and neither Strategic Advisers nor any of its affiliates retain the ability to be repaid with respect to this arrangement. Strategic Advisers may not terminate this arrangement without the approval of the Board of Trustees.

(b) Based on estimated amounts for the current fiscal year.

(c) Based on historical expenses, adjusted to reflect current fees.

Examples of Effect of Fund Expenses

The following tables illustrate the expenses on a hypothetical $10,000 investment in each fund under the current and pro forma (combined Large Cap Fund) expenses calculated at the rates stated above, assuming a 5% annual return after giving effect to the Reorganizations. The tables illustrate how much a shareholder would pay in total expenses if the shareholder sells all of his or her shares at the end of each time period indicated.

 

     Core
Fund
     Growth
Fund
     Value
Fund
     Large Cap
Fund
Pro Forma
Combined(a)(b)
 
1 year    $ 31      $ 44      $ 24      $ 26  
3 years    $ 97      $ 138      $ 74      $ 80  
5 years    $ 219      $ 291      $ 180      $ 191  
10 years    $ 604      $ 762      $ 518      $ 542  

(a) The expenses for Large Cap Fund Pro Forma Combined are based on expenses calculated for and included in the registration statement for Large Cap Fund, which is expected to commence operations in November 2020.

(b) The combined weighted average expenses of all three Target Funds are $32, $100, $224, and $616 for 1-, 3-, 5- and 10-years, respectively.

 

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These examples assume that all dividends and other distributions are reinvested and that the percentage amounts listed under Annual Operating Expenses remain the same in the years shown. These examples illustrate the effect of expenses, but are not meant to suggest actual or expected expenses, which may vary. The assumed return of 5% is not a prediction of, and does not represent, actual or expected performance of any fund.

The combined fund pro forma expenses shown above assume that all of the Reorganizations occur.

Do the procedures for purchasing and redeeming shares of the funds differ?

No. The procedures for purchasing and redeeming shares of the funds are the same. If all Reorganizations are approved, the procedures for purchasing and redeeming shares of the combined fund will remain unchanged.

For information about the procedures for purchasing and redeeming the funds’ shares, please refer to the “Additional Information about the Purchase and Sale of Shares” section of the funds’ Prospectuses, and to the “Buying and Selling Information” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Do the funds’ exchange privileges differ?

No. The exchange privileges currently offered by the funds are the same. If all Reorganizations are approved, the exchange privilege offered by the combined fund will remain unchanged.

For more information about the funds’ exchange privileges, please refer to the “Exchanging Shares” section of the funds’ Prospectuses, and to the “Buying and Selling Information” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Do the funds’ dividend and distribution policies differ?

No. The funds’ dividend and distribution policies are the same. If all Reorganizations are approved, the dividend and distribution policies of the combined fund will remain unchanged.

On or before the Closing Date, Core Fund, Growth Fund, and Value Fund may declare additional dividends or other distributions in order to distribute substantially all of its investment company taxable income and net realized capital gain.

Whether or not the Reorganizations are approved, each of Core Fund, Growth Fund, and Value Fund is required to recognize gain or loss on both October 31st in connection with the end of its calendar year and on the last day of its taxable year (currently May 31st) on any assets subject to “mark-to-market” tax accounting held by the fund. If the Reorganizations are approved, gains or losses on such assets held on the Closing Date by Core Fund, Growth Fund, and Value Fund may be required to be recognized on the Closing Date.

For more information about the funds’ dividend and distribution policies, please refer to the “Dividends and Capital Gain Distributions” section of the funds’ Prospectuses, and to the “Distributions and Taxes” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Who bears the expenses associated with the Reorganizations?

For Core Fund, pursuant to its all-inclusive management contract, Strategic Advisers will bear the cost of the Reorganization.

For Growth Fund and Value Fund, each respective fund will bear the cost of the Reorganization.

Any expenses associated with the Reorganization that are incurred after the completion of the merger transactions will be borne by the Large Cap Fund.

For more information, please refer to the section entitled “Voting Information – Solicitation of Proxies; Expenses.”

COMPARISON OF PRINCIPAL RISK FACTORS

Many factors affect each fund’s performance. Developments that disrupt global economies and financial markets, such as pandemics and epidemics, may magnify factors that affect a fund’s performance. Each fund’s share price changes daily based on the performance of the underlying funds and securities in which it invests and on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A fund’s reaction to these developments will be affected by the types of underlying funds and securities in which each fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and each fund’s level of investment in the securities of that underlying fund or issuer. If the Adviser’s or a sub-adviser’s allocation strategies do not work as intended, a fund may not achieve its objective. A portfolio manager’s evaluations and assumptions in selecting underlying funds or individual securities may be incorrect in view of actual market conditions. When your shares are sold they may be worth more or less than what you paid for them, which means that you could lose money by investing in a fund.

 

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The following is a summary of the principal risks associated with an investment in the funds. Because the funds have identical investment objectives and substantially similar strategies as described above, the funds are subject to substantially similar investment risks. Because the funds have some different principal investment strategies as described above, the funds are also subject to some different investment risks, of which you should be aware.

What risks are associated with an investment in all of the funds?

Each fund is subject to the following principal risks:

Multiple Sub-Adviser Risk. Separate investment decisions and the resulting purchase and sale activities of the fund’s sub-advisers might adversely affect the fund’s performance or lead to disadvantageous tax consequences.

Investing in Other Funds. Regulatory restrictions may limit the amount that one fund can invest in another, which means that the fund’s manager may not be able to invest as much as it wants to in some other funds. The fund bears all risks of investment strategies employed by the underlying funds, including the risk that the underlying funds will not meet their investment objectives.

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

Industry Exposure. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single industry or group of related industries.

Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

Investing in ETFs. ETFs may trade in the secondary market at prices below the value of their underlying portfolios and may not be liquid. ETFs that track an index are subject to tracking error and may be unable to sell poorly performing assets that are included in their index or other benchmark.

Quantitative Investing. Securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factors’ historical trends.

What additional risks are associated with an investment in Growth Fund?

Growth Fund is subject to the following principal risks:

“Growth” Investing. “Growth” stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

What additional risks are associated with an investment in Value Fund?

Value Fund is subject to the following principal risks:

“Value” Investing. “Value” stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

What additional risks are associated with an investment in Large Cap Fund?

Large Cap Fund is subject to the following principal risks, which are not principal risks generally associated with an investment in Core Fund, Growth Fund, and Value Fund, as applicable:

“Growth” Investing. “Growth” stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

“Value” Investing. “Value” stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

For more information about the principal risks associated with an investment in the funds, please refer to the “Investment Details” section of the funds’ Prospectuses, and to the “Investment Policies and Limitations“ section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

 

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How do the funds compare in terms of their performance?

The following information provides some indication of the risks associated with an investment in the funds. The information illustrates the changes in Core Fund’s, Growth Fund’s, and Value Fund’s performance of each fund’s shares from year to year and compares Core Fund’s, Growth Fund’s, and Value Fund’s performance of each fund’s shares to the performance of a securities market index over various periods of time. The index description appears in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance. Performance information for Large Cap Fund is not included because Large Cap Fund is a newly created fund that does not have any historical performance. If the proposed Reorganizations are approved, Large Cap Fund will assume the performance record of Core Fund.

Year-by-Year Returns

Core Fund

LOGO

Growth Fund

LOGO

Value Fund

LOGO

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

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Core Fund

 

For the periods ended

December 31, 2019

  

Past 1

year

    

Past 5

years

    

Past 10

years

 

Strategic Advisers® Core Fund

        
    Return Before Taxes      31.68%      11.01%      12.66%
    Return After Taxes on Distributions      29.74%      9.30%      11.20%
    Return After Taxes on Distributions and Sale of Fund Shares      19.89%      8.35%      10.13%

S&P 500® Index (reflects no deduction for fees, expenses, or taxes)

     31.49%      11.70%      13.56%

Growth Fund

 

For the periods ended

December 31, 2019

  

Past 1

year

    

Past 5

years

     Life of
fund(a)
 

Strategic Advisers® Growth Fund

        
    Return Before Taxes      33.53%      12.66%        14.39%
    Return After Taxes on Distributions      30.06%      10.08%        12.51%
    Return After Taxes on Distributions and Sale of Fund Shares      22.12%      9.63%        11.62%

Russell 1000® Growth Index (reflects no deduction for fees, expenses, or taxes)

     36.39%      14.63%      16.08%

 

(a)

From June 2, 2010

Value Fund

 

For the periods ended

December 31, 2019

  

Past 1

year

    

Past 5

years

    

Past 10

years

 

Strategic Advisers® Value Fund

        
    Return Before Taxes      26.49%      8.79%      11.49%
    Return After Taxes on Distributions      23.77%      6.87%      9.94%
    Return After Taxes on Distributions and Sale of Fund Shares      17.43%      6.64%      9.23%

Russell 1000® Value Index (reflects no deduction for fees, expenses, or taxes)

     26.54%      8.29%      11.80%

 

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THE PROPOSED TRANSACTIONS

PROPOSAL 1

TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN STRATEGIC ADVISERS® CORE FUND AND STRATEGIC ADVISERS® LARGE CAP FUND.

Agreement and Plan of Reorganization

The terms and conditions under which the proposed transaction may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below in this Proposal 1; however, this summary is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 1 to this Proxy Statement.

The Agreement contemplates (a) Large Cap Fund acquiring as of the Closing Date all of the assets of Core Fund in exchange solely for shares of Large Cap Fund and the assumption by Large Cap Fund of Core Fund’s liabilities; and (b) the distribution of shares of Large Cap Fund to the shareholders of Core Fund as provided for in the Agreement.

The value of Core Fund’s assets to be acquired by Large Cap Fund and the amount of its liabilities to be assumed by Large Cap Fund will be determined as of the close of business of the NYSE on the Closing Date, using the valuation procedures set forth in Large Cap Fund’s then-current Prospectus and Statement of Additional Information. The net asset value of a share of Large Cap Fund will be determined as of the same time using the valuation procedures set forth in its then-current Prospectus and Statement of Additional Information.

As of the Closing Date, Large Cap Fund will deliver to Core Fund, and Core Fund will distribute to its shareholders of record, shares of Large Cap Fund so that each Core Fund shareholder will receive the number of full and fractional shares of Large Cap Fund equal in value to the aggregate net asset value of shares of Core Fund held by such shareholder on the Closing Date; Core Fund will be liquidated as soon as practicable thereafter. Each Core Fund shareholder’s account shall be credited with the respective pro rata number of full and fractional shares of Large Cap Fund due that shareholder. The net asset value per share of Large Cap Fund will be unchanged by the transaction. Thus, the Reorganization will not result in a dilution of any shareholder’s interest.

Any transfer taxes payable upon issuance of shares of Large Cap Fund in a name other than that of the registered holder of the shares on the books of Core Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition of such transfer. Any reporting responsibility of Core Fund is and will continue to be its responsibility up to and including the Closing Date and such later date on which Core Fund is liquidated.

Core Fund, pursuant to its all-inclusive management contract, Strategic Advisers will bear the cost of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and the Proxy Statement, together with the cost of any supplementary solicitation.

All of the current investments of Core Fund are permissible investments for Large Cap Fund. Nevertheless, if shareholders approve the Reorganizations, Strategic Advisers may sell certain securities held by the funds and purchase other securities. Any transaction costs associated with portfolio adjustments to Core Fund and Large Cap Fund due to the Reorganization that occur prior to the Closing Date will be borne by Core Fund and Large Cap Fund, respectively. Any transaction costs associated with portfolio adjustments to Core Fund and Large Cap Fund due to the Reorganization that occur after the Closing Date and any additional merger-related costs attributable to Large Cap Fund that occur after the Closing Date will be borne by Large Cap Fund. The funds may recognize a taxable gain or loss on the disposition of securities pursuant to these portfolio adjustments.

The consummation of the Reorganization is subject to a number of conditions set forth in the Agreement, some of which may be waived by a fund. In addition, the Agreement may be amended in any mutually agreeable manner, except that no amendment that may have a materially adverse effect on Core Fund shareholders’ interests may be made subsequent to the Meeting.

Reasons for the Reorganization

In determining whether to approve the Reorganization, each fund’s Board of Trustees (the Board) considered a number of factors, including the following:

(1) the potential benefit of the Reorganization to shareholders of the funds;

(2) the compatibility of the investment objectives, strategies, and policies of the funds;

(3) the historical performance of the funds;

(4) the fees and expenses and the relative expense ratios of the funds;

(5) the costs to be incurred by each fund as a result of the Reorganization;

(6) the tax consequences of the Reorganization;

 

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(7) the relative size of the funds;

(8) the elimination of duplicative funds; and

(9) the potential benefit of the Reorganization to Strategic Advisers and its affiliates.

Strategic Advisers proposed the Reorganization to each fund’s Board at a meeting of the Board held on June 3, 2020. In proposing the Reorganization, Strategic Advisers advised the Board that it permits Core Fund shareholders to receive exposure to large cap equity securities in a single fund with the same investment objective, providing opportunities for improved investment outcomes from reducing redundant risk mitigation strategies and reducing the need to trade across funds and potentially realize gains for customers in taxable accounts. The Board also considered any potential benefits to Fidelity as a result of the merger, such as reducing the number of funds managed and any cost benefits as a result of discontinuing Core Fund’s all-inclusive management fee. Large Cap Fund is expected to have a total expense ratio that is 5 bp lower than Core Fund. In addition, because substantially all shareholders who own one Target Fund also own shares of all three Target Funds, the Board also considered that substantially all shareholders are expected to benefit from a projected decrease of 6 bp in total expenses when comparing the projected total annual operating expenses of Large Cap Fund to the weighted average expense ratio of all three Target Funds. Each merger will qualify as a tax-free exchange for federal income tax purposes.

Each fund’s Board carefully reviewed the proposal and determined that the Reorganization is in the best interests of the shareholders of each fund and that the Reorganization will not result in a dilution of the interests of the shareholders of either fund.

Description of the Securities to be Issued

Large Cap Fund is a series of Fidelity Rutland Square Trust II (the trust). The Trustees of the trust are authorized to issue an unlimited number of shares of beneficial interest of separate series. Each share of Large Cap Fund represents an equal proportionate interest with each other share of the fund, and each such share of Large Cap Fund is entitled to equal voting, dividend, liquidation, and redemption rights. Each shareholder of Large Cap Fund is entitled to one vote for each dollar of net asset value of the fund that shareholder owns, with fractional dollar amounts entitled to a proportionate fractional vote. Shares of Large Cap Fund have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth in the “Description of the Trust – Shareholder Liability” section of the fund’s Statement of Additional Information, which is incorporated herein by reference.

The trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. Under the 1940 Act, shareholders of record of at least two-thirds of the outstanding shares of an investment company may remove a Trustee by votes cast in person or by proxy at a meeting called for that purpose. The Trustees are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing to do so by the shareholders of record holding at least 10% of the trust’s outstanding shares.

For more information about voting rights and dividend rights, please refer to the “Description of the Trust – Voting Rights” and the “Distributions and Taxes” sections, respectively, of Large Cap Fund’s Statement of Additional Information, which is incorporated herein by reference. For more information about redemption rights, please refer to the “Additional Information about the Purchase and Sale of Shares” section, of Large Cap Fund’s Prospectus, which is incorporated herein by reference.

Federal Income Tax Considerations

The exchange of Core Fund’s assets for Large Cap Fund’s shares and the assumption of the liabilities of Core Fund by Large Cap Fund is intended to qualify for federal income tax purposes as a tax-free reorganization under the Internal Revenue Code (the Code). With respect to the Reorganization, the participating funds will receive an opinion from Dechert LLP, counsel to Core Fund and Large Cap Fund, substantially to the effect that:

(i) The acquisition by Large Cap Fund of substantially all of the assets of Core Fund in exchange solely for Large Cap Fund shares and the assumption by Large Cap Fund of all liabilities of Core Fund followed by the distribution of Large Cap Fund shares to the Core Fund shareholders in exchange for their Core Fund shares in complete liquidation and termination of Core Fund will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Core Fund will recognize no gain or loss upon the transfer of substantially all of its assets to Large Cap Fund in exchange solely for Large Cap Fund shares and the assumption by Large Cap Fund of all liabilities of Core Fund, except that Core Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code;

(iii) Core Fund will recognize no gain or loss upon the distribution to its shareholders of the Large Cap Fund shares received by Core Fund in the Reorganization;

 

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(iv) Large Cap Fund will recognize no gain or loss upon the receipt of the assets of Core Fund in exchange solely for Large Cap Fund shares and the assumption of all liabilities of Core Fund;

(v) The adjusted basis to Large Cap Fund of the assets of Core Fund received by Large Cap Fund in the Reorganization will be the same as the adjusted basis of those assets in the hands of Core Fund immediately before the exchange;

(vi) Large Cap Fund’s holding periods with respect to the assets of Core Fund that Large Cap Fund acquires in the Reorganization will include the respective periods for which those assets were held by Core Fund (except where investment activities of Large Cap Fund have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Core Fund shareholders will recognize no gain or loss upon receiving Large Cap Fund shares in exchange solely for Core Fund shares;

(viii) The aggregate basis of the Large Cap Fund shares received by a Core Fund shareholder in the Reorganization will be the same as the aggregate basis of the Core Fund shares surrendered by the Core Fund shareholder in exchange therefor; and

(ix) A Core Fund shareholder’s holding period for the Large Cap Fund shares received by the shareholder in the Reorganization will include the holding period during which the Core Fund shareholder held Core Fund shares surrendered in exchange therefor, provided that the Core Fund shareholder held such shares as a capital asset on the date of the Reorganization.

The table below shows each Target Fund’s approximate net assets, capital loss carryforwards, net realized gains/losses and net unrealized gains/losses as of May 31, 2020. Each Target Fund’s unrealized gains/losses will generally carryover to Large Cap Fund in the Reorganization and, based on the data shown below, Large Cap Fund could end up with larger net unrealized gains (as a percentage of assets) than Core Fund currently has. As a result, Core Fund shareholders could end up receiving larger capital gain distributions following the merger than they would if Core Fund continued as a standalone fund. This tax consideration should not have a significant impact on Core Fund shareholders in tax-advantaged accounts or on Core Fund shareholders who already hold all three funds (and substantially all managed account clients who own shares of one of the Target Funds own shares of all three Target Funds).

Tax Position as of May 31, 2020 ($M)

 

Fund Name

  

Fiscal Year End

    

Net Assets

    

Capital Loss
Carryforwards

    

Net
Realized
Gains/
(Losses)

   

Net
Unrealized
Gains/
(Losses)

 
Core Fund      May 31      $  27,026.1      $ 0      $         0 (a)    $ 7,487.3 (b) 
Growth Fund      May 31      $ 8,905.5      $ 0      $ 0 (a)    $ 4,138.7  
Value Fund      May 31      $ 8,666.2      $ 0      $ 0 (a)    $ 1,392.4  

 

(a) 

Each Target Fund had net realized gains as of May 31, 2020 but those gains will be distributed prior to the Reorganization and thus are shown as $0 in the above table.

(b) 

Includes $77.6 million of capital losses recognized during the period November 1, 2019 to May 31, 2020 that the fund intends to elect to defer to the subsequent fiscal year.

Shareholders of Core Fund should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, those shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.

Forms of Organization

Core Fund and Large Cap Fund are diversified series of Fidelity Rutland Square Trust II, an open-end management investment company organized as a Delaware business trust on March 8, 2006. The trust is authorized to issue an unlimited number of shares of beneficial interest. Because the funds are series of the same Delaware business trust, governed by the same Trust Instrument, the rights of the security holders of Core Fund under state law and the governing documents are expected to remain unchanged after the Reorganization.

For more information regarding shareholder rights, please refer to the “Description of the Trust” section of the funds’ Statements of Additional Information, which are incorporated herein by reference.

Operations of Large Cap Fund Following the Reorganization

Strategic Advisers does not expect Large Cap Fund to revise its investment policies as a result of the Reorganization. In addition, Strategic Advisers does not anticipate significant changes to Large Cap Fund’s management or to entities that provide the fund with services. Specifically, the Trustees and officers, the investment adviser, distributor, and other entities will continue to serve Large Cap Fund in their current capacities. John A. Stone (lead portfolio manager) and Niall Devitt (co-manager), who are currently the portfolio managers of Large Cap Fund and Core Fund, are expected to continue to be responsible for portfolio management of the combined fund after the Reorganization.

 

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Capitalization

The following table shows the capitalization of Core Fund and Large Cap Fund as of July 31, 2020, and on a pro forma combined basis (unaudited) as of that date giving effect to all of the Reorganizations. As of July 31, 2020, the net assets of Core Fund was $30,138,684,907, or 62.8% of Large Cap Fund.

 

     

Net Assets

    

Net Asset Value
Per Share

    

Shares
Outstanding

 
Core Fundc    $ 30,138,684,907      $ 19.75        1,525,748,068  
Large Cap Fundd      N/A        N/A        N/A  
Large Cap Fund Pro Forma Combined Fund    $ 47,959,419,728      $ 10.00 b       4,795,941,973 a 

 

a

To comply with Rule 3-18 of Regulation S-X, the pro-forma financial statements will be based on the most recent audited annual report of the Acquiring Fund. If these are more than 245 days old as of the effective date of the N-14 filing, interim financial statements covering a 12 month period will be used. In addition, per Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger.

b

Large Cap Fund expected to launch at $10.00 net asset value per share.

c

Core Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $77,376. Strategic Advisers will bear the fund’s one time proxy cost pursuant to its all-inclusive management contract.

d

Large Cap Fund is expected to commence operations in November 2020.

The combined fund pro forma capitalization shown above assumes that all of the Reorganizations occur.

The table above assumes that the Reorganizations described in Proposals 1 through 3 occurred on July 31, 2020. The table is for information purposes only. No assurance can be given as to how many Large Cap Fund shares will be received by shareholders of Core Fund on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Large Cap Fund that actually will be received on or after that date.

Conclusion

The Agreement and the Reorganization were approved by the Board of Trustees of the trust at a meeting held on June 3, 2020. The Board of Trustees determined that the proposed Reorganization is in the best interests of shareholders of Core Fund and Large Cap Fund and that the interests of existing shareholders of Core Fund and Large Cap Fund would not be diluted as a result of the Reorganization. In the event that the Reorganization does not occur, Core Fund will continue to engage in business as a fund of a registered investment company and the Board of Trustees of Fidelity Rutland Square Trust II may consider other proposals for the reorganization or liquidation of the fund.

The Board of Trustees of Core Fund unanimously recommends that shareholders vote in favor of the Reorganization by approving the Agreement.

 

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THE PROPOSED TRANSACTIONS

PROPOSAL 2

TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN STRATEGIC ADVISERS® GROWTH FUND AND STRATEGIC ADVISERS® LARGE CAP FUND.

Agreement and Plan of Reorganization

The terms and conditions under which the proposed transaction may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below in this Proposal 2; however, this summary is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 1 to this Proxy Statement.

The Agreement contemplates (a) Large Cap Fund acquiring as of the Closing Date all of the assets of Growth Fund in exchange solely for shares of Large Cap Fund and the assumption by Large Cap Fund of Growth Fund’s liabilities; and (b) the distribution of shares of Large Cap Fund to the shareholders of Growth Fund as provided for in the Agreement.

The value of Growth Fund’s assets to be acquired by Large Cap Fund and the amount of its liabilities to be assumed by Large Cap Fund will be determined as of the close of business of the NYSE on the Closing Date, using the valuation procedures set forth in Large Cap Fund’s then-current Prospectus and Statement of Additional Information. The net asset value of a share of Large Cap Fund will be determined as of the same time using the valuation procedures set forth in its then-current Prospectus and Statement of Additional Information.

As of the Closing Date, Large Cap Fund will deliver to Growth Fund, and Growth Fund will distribute to its shareholders of record, shares of Large Cap Fund so that each Growth Fund shareholder will receive the number of full and fractional shares of Large Cap Fund equal in value to the aggregate net asset value of shares of Growth Fund held by such shareholder on the Closing Date; Growth Fund will be liquidated as soon as practicable thereafter. Each Growth Fund shareholder’s account shall be credited with the respective pro rata number of full and fractional shares of Large Cap Fund due that shareholder. The net asset value per share of Large Cap Fund will be unchanged by the transaction. Thus, the Reorganization will not result in a dilution of any shareholder’s interest.

Any transfer taxes payable upon issuance of shares of Large Cap Fund in a name other than that of the registered holder of the shares on the books of Growth Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition of such transfer. Any reporting responsibility of Growth Fund is and will continue to be its responsibility up to and including the Closing Date and such later date on which Growth Fund is liquidated.

Growth Fund will bear the cost of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and the Proxy Statement, together with the cost of any supplementary solicitation.

All of the current investments of Growth Fund are permissible investments for Large Cap Fund. Nevertheless, if shareholders approve the Reorganizations, Strategic Advisers may sell certain securities held by the funds and purchase other securities. Any transaction costs associated with portfolio adjustments to Growth Fund and Large Cap Fund due to the Reorganization that occur prior to the Closing Date will be borne by Growth Fund and Large Cap Fund, respectively. Any transaction costs associated with portfolio adjustments to Growth Fund and Large Cap Fund due to the Reorganization that occur after the Closing Date and any additional merger-related costs attributable to Large Cap Fund that occur after the Closing Date will be borne by Large Cap Fund. The funds may recognize a taxable gain or loss on the disposition of securities pursuant to these portfolio adjustments.

The consummation of the Reorganization is subject to a number of conditions set forth in the Agreement, some of which may be waived by a fund. In addition, the Agreement may be amended in any mutually agreeable manner, except that no amendment that may have a materially adverse effect on Growth Fund shareholders’ interests may be made subsequent to the Meeting.

Reasons for the Reorganization

In determining whether to approve the Reorganization, each fund’s Board of Trustees (the Board) considered a number of factors, including the following:

(1) the potential benefit of the Reorganization to shareholders of the funds;

(2) the compatibility of the investment objectives, strategies, and policies of the funds;

(3) the historical performance of the funds;

(4) the fees and expenses and the relative expense ratios of the funds;

(5) the costs to be incurred by each fund as a result of the Reorganization;

(6) the tax consequences of the Reorganization;

 

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(7) the relative size of the funds;

(8) the elimination of duplicative funds; and

(9) the potential benefit of the Reorganization to Strategic Advisers and its affiliates.

Strategic Advisers proposed the Reorganization to each fund’s Board at a meeting of the Board held on June 3, 2020. In proposing the Reorganization, Strategic Advisers advised the Board that it permits Growth Fund shareholders to receive exposure to large cap equity securities in a single fund with the same investment objective, providing opportunities for improved investment outcomes from reducing redundant risk mitigation strategies and reducing the need to trade across funds and potentially realize gains for customers in taxable accounts. The Board also considered any potential benefits to Fidelity as a result of the merger, such as reducing the number of funds managed. Large Cap Fund is expected to have a total expense ratio that is 18 bp lower than Growth Fund. In addition, because substantially all shareholders who own one Target Fund also own shares of all three Target Funds, the Board also considered that substantially all shareholders are expected to benefit from a projected decrease of 6 bp in total expenses when comparing the projected total annual operating expenses of Large Cap Fund to the weighted average expense ratio of all three Target Funds. Each merger will qualify as a tax-free exchange for federal income tax purposes.

Each fund’s Board carefully reviewed the proposal and determined that the Reorganization is in the best interests of the shareholders of each fund and that the Reorganization will not result in a dilution of the interests of the shareholders of either fund.

Description of the Securities to be Issued

Large Cap Fund is a series of Fidelity Rutland Square Trust II (the trust). The Trustees of the trust are authorized to issue an unlimited number of shares of beneficial interest of separate series. Each share of Large Cap Fund represents an equal proportionate interest with each other share of the fund, and each such share of Large Cap Fund is entitled to equal voting, dividend, liquidation, and redemption rights. Each shareholder of Large Cap Fund is entitled to one vote for each dollar of net asset value of the fund that shareholder owns, with fractional dollar amounts entitled to a proportionate fractional vote. Shares of Large Cap Fund have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth in the “Description of the Trust – Shareholder Liability” section of the fund’s Statement of Additional Information, which is incorporated herein by reference.

The trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. Under the 1940 Act, shareholders of record of at least two-thirds of the outstanding shares of an investment company may remove a Trustee by votes cast in person or by proxy at a meeting called for that purpose. The Trustees are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing to do so by the shareholders of record holding at least 10% of the trust’s outstanding shares.

For more information about voting rights and dividend rights, please refer to the “Description of the Trust – Voting Rights” and the “Distributions and Taxes” sections, respectively, of Large Cap Fund’s Statement of Additional Information, which is incorporated herein by reference. For more information about redemption rights, please refer to the “Additional Information about the Purchase and Sale of Shares” section, of Large Cap Fund’s Prospectus, which is incorporated herein by reference.

Federal Income Tax Considerations

The exchange of Growth Fund’s assets for Large Cap Fund’s shares and the assumption of the liabilities of Growth Fund by Large Cap Fund is intended to qualify for federal income tax purposes as a tax-free reorganization under the Internal Revenue Code (the Code). With respect to the Reorganization, the participating funds will receive an opinion from Dechert LLP, counsel to Growth Fund and Large Cap Fund, substantially to the effect that:

(i) The acquisition by Large Cap Fund of substantially all of the assets of Growth Fund in exchange solely for Large Cap Fund shares and the assumption by Large Cap Fund of all liabilities of Growth Fund followed by the distribution of Large Cap Fund shares to the Growth Fund shareholders in exchange for their Growth Fund shares in complete liquidation and termination of Growth Fund will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Growth Fund will recognize no gain or loss upon the transfer of substantially all of its assets to Large Cap Fund in exchange solely for Large Cap Fund shares and the assumption by Large Cap Fund of all liabilities of Growth Fund, except that Growth Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code;

(iii) Growth Fund will recognize no gain or loss upon the distribution to its shareholders of the Large Cap Fund shares received by Growth Fund in the Reorganization;

(iv) Large Cap Fund will recognize no gain or loss upon the receipt of the assets of Growth Fund in exchange solely for Large Cap Fund shares and the assumption of all liabilities of Growth Fund;

 

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(v) The adjusted basis to Large Cap Fund of the assets of Growth Fund received by Large Cap Fund in the Reorganization will be the same as the adjusted basis of those assets in the hands of Growth Fund immediately before the exchange;

(vi) Large Cap Fund’s holding periods with respect to the assets of Growth Fund that Large Cap Fund acquires in the Reorganization will include the respective periods for which those assets were held by Growth Fund (except where investment activities of Large Cap Fund have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Growth Fund shareholders will recognize no gain or loss upon receiving Large Cap Fund shares in exchange solely for Growth Fund shares;

(viii) The aggregate basis of the Large Cap Fund shares received by a Growth Fund shareholder in the Reorganization will be the same as the aggregate basis of the Growth Fund shares surrendered by the Growth Fund shareholder in exchange therefor; and

(ix) A Growth Fund shareholder’s holding period for the Large Cap Fund shares received by the shareholder in the Reorganization will include the holding period during which the Growth Fund shareholder held Growth Fund shares surrendered in exchange therefor, provided that the Growth Fund shareholder held such shares as a capital asset on the date of the Reorganization.

The table below shows each Target Fund’s approximate net assets, capital loss carryforwards, net realized gains/losses and net unrealized gains/losses as of May 31, 2020. Each Target Fund’s unrealized gains/losses will generally carryover to Large Cap Fund in the Reorganization and, based on the data shown below, Large Cap Fund could end up with smaller net unrealized gains (as a percentage of assets) than Growth Fund currently has. As a result, Growth Fund shareholders could end up receiving smaller capital gain distributions following the merger than they would if Growth Fund continued as a standalone fund. This tax consideration should not have a significant impact on Growth Fund shareholders in tax-advantaged accounts or on Growth Fund shareholders who already hold all three funds (and substantially all managed account clients who own shares of one of the Target Funds own shares of all three Target Funds).

Tax Position as of May 31, 2020 ($M)

 

Fund Name

  

Fiscal Year End

    

Net Assets

    

Capital Loss
Carryforwards

    

Net
Realized
Gains/
(Losses)

   

Net
Unrealized
Gains/
(Losses)

 
Core Fund      May 31      $     27,026.1      $ 0      $     0 (a)    $   7,487.3  
Growth Fund      May 31      $ 8,905.5      $ 0      $ 0 (a)    $ 4,138.7  
Value Fund      May 31      $ 8,666.2      $ 0      $ 0 (a)    $ 1,392.4  

 

(a) 

Each Target Fund had net realized gains as of May 31, 2020 but those gains will be distributed prior to the Reorganization and thus are shown as $0 in the above table.

Shareholders of Growth Fund should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, those shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.

Forms of Organization

Growth Fund and Large Cap Fund are diversified series of Fidelity Rutland Square Trust II, an open-end management investment company organized as a Delaware business trust on March 8, 2006. The trust is authorized to issue an unlimited number of shares of beneficial interest. Because the funds are series of the same Delaware business trust, governed by the same Trust Instrument, the rights of the security holders of Growth Fund under state law and the governing documents are expected to remain unchanged after the Reorganization.

For more information regarding shareholder rights, please refer to the “Description of the Trust” section of the funds’ Statements of Additional Information, which are incorporated herein by reference.

Operations of Large Cap Fund Following the Reorganization

Strategic Advisers does not expect Large Cap Fund to revise its investment policies as a result of the Reorganization. In addition, Strategic Advisers does not anticipate significant changes to Large Cap Fund’s management or to entities that provide the fund with services. Specifically, the Trustees and officers, the investment adviser, distributor, and other entities will continue to serve Large Cap Fund in their current capacities. John A. Stone (lead portfolio manager) and Niall Devitt (co-manager), who are currently the portfolio managers of Large Cap Fund and Growth Fund, are expected to continue to be responsible for portfolio management of the combined fund after the Reorganization.

 

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Capitalization

The following table shows the capitalization of Growth Fund and Large Cap Fund as of July 31, 2020, and on a pro forma combined basis (unaudited) as of that date giving effect to all of the Reorganizations. As of July 31, 2020, the net assets of Growth Fund was $9,431,250,498, or 19.7% of Large Cap Fund.

 

     

Net Assets

    

Net Asset Value
Per Share

    

Shares
Outstanding

 
Growth Fundc    $ 9,431,250,498      $ 22.00        428,741,741  
Large Cap Fundd      N/A        N/A        N/A  
Large Cap Fund Pro Forma Combined Fund    $ 47,959,419,728      $ 10.00 b       4,795,941,973 a 

 

a

To comply with Rule 3-18 of Regulation S-X, the pro-forma financial statements will be based on the most recent audited annual report of the Acquiring Fund. If these are more than 245 days old as of the effective date of the N-14 filing, interim financial statements covering a 12 month period will be used. In addition, per Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger.

 

b

Large Cap Fund expected to launch at $10.00 net asset value per share.

 

c

Growth Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $77,349.

 

d

Large Cap Fund is expected to commence operations in November 2020.

The combined fund pro forma capitalization shown above assumes that all of the Reorganizations occur.

The table above assumes that the Reorganizations described in Proposals 1 through 3 occurred on July 31, 2020. The table is for information purposes only. No assurance can be given as to how many Large Cap Fund shares will be received by shareholders of Growth Fund on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Large Cap Fund that actually will be received on or after that date.

Conclusion

The Agreement and the Reorganization were approved by the Board of Trustees of the trust at a meeting held on June 3, 2020. The Board of Trustees determined that the proposed Reorganization is in the best interests of shareholders of Growth Fund and Large Cap Fund and that the interests of existing shareholders of Growth Fund and Large Cap Fund would not be diluted as a result of the Reorganization. In the event that the Reorganization does not occur, Growth Fund will continue to engage in business as a fund of a registered investment company and the Board of Trustees of Fidelity Rutland Square Trust II may consider other proposals for the reorganization or liquidation of the fund.

The Board of Trustees of Growth Fund unanimously recommends that shareholders vote in favor of the Reorganization by approving the Agreement.

 

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THE PROPOSED TRANSACTIONS

PROPOSAL 3

TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN STRATEGIC ADVISERS® VALUE FUND AND STRATEGIC ADVISERS® LARGE CAP FUND.

Agreement and Plan of Reorganization

The terms and conditions under which the proposed transaction may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below in this Proposal 3; however, this summary is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 1 to this Proxy Statement.

The Agreement contemplates (a) Large Cap Fund acquiring as of the Closing Date all of the assets of Value Fund in exchange solely for shares of Large Cap Fund and the assumption by Large Cap Fund of Value Fund’s liabilities; and (b) the distribution of shares of Large Cap Fund to the shareholders of Value Fund as provided for in the Agreement.

The value of Value Fund’s assets to be acquired by Large Cap Fund and the amount of its liabilities to be assumed by Large Cap Fund will be determined as of the close of business of the NYSE on the Closing Date, using the valuation procedures set forth in Large Cap Fund’s then-current Prospectus and Statement of Additional Information. The net asset value of a share of Large Cap Fund will be determined as of the same time using the valuation procedures set forth in its then-current Prospectus and Statement of Additional Information.

As of the Closing Date, Large Cap Fund will deliver to Value Fund, and Value Fund will distribute to its shareholders of record, shares of Large Cap Fund so that each Value Fund shareholder will receive the number of full and fractional shares of Large Cap Fund equal in value to the aggregate net asset value of shares of Value Fund held by such shareholder on the Closing Date; Value Fund will be liquidated as soon as practicable thereafter. Each Value Fund shareholder’s account shall be credited with the respective pro rata number of full and fractional shares of Large Cap Fund due that shareholder. The net asset value per share of Large Cap Fund will be unchanged by the transaction. Thus, the Reorganization will not result in a dilution of any shareholder’s interest.

Any transfer taxes payable upon issuance of shares of Large Cap Fund in a name other than that of the registered holder of the shares on the books of Value Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition of such transfer. Any reporting responsibility of Value Fund is and will continue to be its responsibility up to and including the Closing Date and such later date on which Value Fund is liquidated.

Value Fund will bear the cost of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and the Proxy Statement, together with the cost of any supplementary solicitation.

All of the current investments of Value Fund are permissible investments for Large Cap Fund. Nevertheless, if shareholders approve the Reorganizations, Strategic Advisers may sell certain securities held by the funds and purchase other securities. Any transaction costs associated with portfolio adjustments to Value Fund and Large Cap Fund due to the Reorganization that occur prior to the Closing Date will be borne by Value Fund and Large Cap Fund, respectively. Any transaction costs associated with portfolio adjustments to Value Fund and Large Cap Fund due to the Reorganization that occur after the Closing Date and any additional merger-related costs attributable to Large Cap Fund that occur after the Closing Date will be borne by Large Cap Fund. The funds may recognize a taxable gain or loss on the disposition of securities pursuant to these portfolio adjustments.

The consummation of the Reorganization is subject to a number of conditions set forth in the Agreement, some of which may be waived by a fund. In addition, the Agreement may be amended in any mutually agreeable manner, except that no amendment that may have a materially adverse effect on Value Fund shareholders’ interests may be made subsequent to the Meeting.

Reasons for the Reorganization

In determining whether to approve the Reorganization, each fund’s Board of Trustees (the Board) considered a number of factors, including the following:

(1) the potential benefit of the Reorganization to shareholders of the funds;

(2) the compatibility of the investment objectives, strategies, and policies of the funds;

(3) the historical performance of the funds;

(4) the fees and expenses and the relative expense ratios of the funds;

(5) the costs to be incurred by each fund as a result of the Reorganization;

(6) the tax consequences of the Reorganization;

 

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(7) the relative size of the funds;

(8) the elimination of duplicative funds; and

(9) the potential benefit of the Reorganization to Strategic Advisers and its affiliates.

Strategic Advisers proposed the Reorganization to each fund’s Board at a meeting of the Board held on June 3, 2020. In proposing the Reorganization, Strategic Advisers advised the Board that it permits Value Fund shareholders to receive exposure to large cap equity securities in a single fund with the same investment objective, providing opportunities for improved investment outcomes from reducing redundant risk mitigation strategies and reducing the need to trade across funds and potentially realize gains for customers in taxable accounts. The Board also considered any potential benefits to Fidelity as a result of the merger, such as reducing the number of funds managed. Large Cap Fund is expected to have a total expense ratio that is 2 bp higher than Value Fund. In addition, because substantially all shareholders who own one Target Fund also own shares of all three Target Funds, the Board also considered that substantially all shareholders are expected to benefit from a projected decrease of 6 bp in total expenses when comparing the projected total annual operating expenses of Large Cap Fund to the weighted average expense ratio of all three Target Funds. Each merger will qualify as a tax-free exchange for federal income tax purposes.

Each fund’s Board carefully reviewed the proposal and determined that the Reorganization is in the best interests of the shareholders of each fund and that the Reorganization will not result in a dilution of the interests of the shareholders of either fund.

Description of the Securities to be Issued

Large Cap Fund is a series of Fidelity Rutland Square Trust II (the trust). The Trustees of the trust are authorized to issue an unlimited number of shares of beneficial interest of separate series. Each share of Large Cap Fund represents an equal proportionate interest with each other share of the fund, and each such share of Large Cap Fund is entitled to equal voting, dividend, liquidation, and redemption rights. Each shareholder of Large Cap Fund is entitled to one vote for each dollar of net asset value of the fund that shareholder owns, with fractional dollar amounts entitled to a proportionate fractional vote. Shares of Large Cap Fund have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth in the “Description of the Trust – Shareholder Liability” section of the fund’s Statement of Additional Information, which is incorporated herein by reference.

The trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. Under the 1940 Act, shareholders of record of at least two-thirds of the outstanding shares of an investment company may remove a Trustee by votes cast in person or by proxy at a meeting called for that purpose. The Trustees are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing to do so by the shareholders of record holding at least 10% of the trust’s outstanding shares.

For more information about voting rights and dividend rights, please refer to the “Description of the Trust – Voting Rights” and the “Distributions and Taxes” sections, respectively, of Large Cap Fund’s Statement of Additional Information, which is incorporated herein by reference. For more information about redemption rights, please refer to the “Additional Information about the Purchase and Sale of Shares” section, of Large Cap Fund’s Prospectus, which is incorporated herein by reference.

Federal Income Tax Considerations

The exchange of Value Fund’s assets for Large Cap Fund’s shares and the assumption of the liabilities of Value Fund by Large Cap Fund is intended to qualify for federal income tax purposes as a tax-free reorganization under the Internal Revenue Code (the Code). With respect to the Reorganization, the participating funds will receive an opinion from Dechert LLP, counsel to Value Fund and Large Cap Fund, substantially to the effect that:

(i) The acquisition by Large Cap Fund of substantially all of the assets of Value Fund in exchange solely for Large Cap Fund shares and the assumption by Large Cap Fund of all liabilities of Value Fund followed by the distribution of Large Cap Fund shares to the Value Fund shareholders in exchange for their Value Fund shares in complete liquidation and termination of Value Fund will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Value Fund will recognize no gain or loss upon the transfer of substantially all of its assets to Large Cap Fund in exchange solely for Large Cap Fund shares and the assumption by Large Cap Fund of all liabilities of Value Fund, except that Value Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code;

(iii) Value Fund will recognize no gain or loss upon the distribution to its shareholders of the Large Cap Fund shares received by Value Fund in the Reorganization;

(iv) Large Cap Fund will recognize no gain or loss upon the receipt of the assets of Value Fund in exchange solely for Large Cap Fund shares and the assumption of all liabilities of Value Fund;

 

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(v) The adjusted basis to Large Cap Fund of the assets of Value Fund received by Large Cap Fund in the Reorganization will be the same as the adjusted basis of those assets in the hands of Value Fund immediately before the exchange;

(vi) Large Cap Fund’s holding periods with respect to the assets of Value Fund that Large Cap Fund acquires in the Reorganization will include the respective periods for which those assets were held by Value Fund (except where investment activities of Large Cap Fund have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Value Fund shareholders will recognize no gain or loss upon receiving Large Cap Fund shares in exchange solely for Value Fund shares;

(viii) The aggregate basis of the Large Cap Fund shares received by a Value Fund shareholder in the Reorganization will be the same as the aggregate basis of the Value Fund shares surrendered by the Value Fund shareholder in exchange therefor; and

(ix) A Value Fund shareholder’s holding period for the Large Cap Fund shares received by the shareholder in the Reorganization will include the holding period during which the Value Fund shareholder held Value Fund shares surrendered in exchange therefor, provided that the Value Fund shareholder held such shares as a capital asset on the date of the Reorganization.

The table below shows each Target Fund’s approximate net assets, capital loss carryforwards, net realized gains/losses and net unrealized gains/losses as of May 31, 2020. Each Target Fund’s unrealized gains/losses will generally carryover to Large Cap Fund in the Reorganization and, based on the data shown below, Large Cap Fund could end up with larger net unrealized gains (as a percentage of assets) than Value Fund currently has. As a result, Value Fund shareholders could end up receiving larger capital gain distributions following the merger than they would if Value Fund continued as a standalone fund. This tax consideration should not have a significant impact on Value Fund shareholders in tax-advantaged accounts or on Value Fund shareholders who already hold all three funds (and substantially all managed account clients who own shares of one of the Target Funds own shares of all three Target Funds).

Tax Position as of May 31, 2020 ($M)

 

Fund Name

  

Fiscal
Year
End

    

Net Assets

    

Capital Loss
Carryforwards

    

Net
Realized
Gains/
(Losses)

   

Net
Unrealized
Gains/
(Losses)

 
Core Fund      May 31      $   27,026.1      $ 0      $ 0 (a)    $   7,487.3  
Growth Fund      May 31      $ 8,905.5      $ 0      $ 0 (a)    $ 4,138.7  
Value Fund      May 31      $ 8,666.2      $ 0      $   0 (a)    $ 1,392.4  

 

(a) 

Each Target Fund had net realized gains as of May 31, 2020 but those gains will be distributed prior to the Reorganization and thus are shown as $0 in the above table.

Shareholders of Value Fund should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, those shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.

Forms of Organization

Value Fund and Large Cap Fund are diversified series of Fidelity Rutland Square Trust II, an open-end management investment company organized as a Delaware business trust on March 8, 2006. The trust is authorized to issue an unlimited number of shares of beneficial interest. Because the funds are series of the same Delaware business trust, governed by the same Trust Instrument, the rights of the security holders of Value Fund under state law and the governing documents are expected to remain unchanged after the Reorganization.

For more information regarding shareholder rights, please refer to the “Description of the Trust” section of the funds’ Statements of Additional Information, which are incorporated herein by reference.

Operations of Large Cap Fund Following the Reorganization

Strategic Advisers does not expect Large Cap Fund to revise its investment policies as a result of the Reorganization. In addition, Strategic Advisers does not anticipate significant changes to Large Cap Fund’s management or to entities that provide the fund with services. Specifically, the Trustees and officers, the investment adviser, distributor, and other entities will continue to serve Large Cap Fund in their current capacities. John A. Stone (lead portfolio manager) and Gopalakrishnan Anantanatarajan (co-manager), who are currently the portfolio managers of Large Cap Fund and Value Fund, are expected to continue to be responsible for portfolio management of the combined fund after the Reorganization.

 

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Capitalization

The following table shows the capitalization of Value Fund and Large Cap Fund as of July 31, 2020, and on a pro forma combined basis (unaudited) as of that date giving effect to all of the Reorganizations. As of July 31, 2020, the net assets of Value Fund was $8,389,484,323, or 17.5% of Large Cap Fund.

 

     

Net Assets

    

Net Asset Value
Per Share

    

Shares
Outstanding

 
Value Fundc    $ 8,389,484,323      $ 16.77        500,157,516  
Large Cap Fundd      N/A        N/A        N/A  
Large Cap Fund Pro Forma Combined Fund    $   47,959,419,728      $ 10.00 b       4,795,941,973 a 

 

a 

To comply with Rule 3-18 of Regulation S-X, the pro-forma financial statements will be based on the most recent audited annual report of the Acquiring Fund. If these are more than 245 days old as of the effective date of the N-14 filing, interim financial statements covering a 12 month period will be used. In addition, per Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger.

 

b 

Large Cap Fund expected to launch at $10.00 net asset value per share.

 

c 

Value Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $77,275.

 

d 

Large Cap Fund is expected to commence operations in November 2020.

The combined fund pro forma capitalization shown above assumes that all of the Reorganizations occur.

The table above assumes that the Reorganizations described in Proposals 1 through 3 occurred on July 31, 2020. The table is for information purposes only. No assurance can be given as to how many Large Cap Fund shares will be received by shareholders of Value Fund on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Large Cap Fund that actually will be received on or after that date.

Conclusion

The Agreement and the Reorganization were approved by the Board of Trustees of the trust at a meeting held on June 3, 2020. The Board of Trustees determined that the proposed Reorganization is in the best interests of shareholders of Value Fund and Large Cap Fund and that the interests of existing shareholders of Value Fund and Large Cap Fund would not be diluted as a result of the Reorganization. In the event that the Reorganization does not occur, Value Fund will continue to engage in business as a fund of a registered investment company and the Board of Trustees of Fidelity Rutland Square Trust II may consider other proposals for the reorganization or liquidation of the fund.

The Board of Trustees of Value Fund unanimously recommends that shareholders vote in favor of the Reorganization by approving the Agreement.

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

Core Fund’s, Growth Fund’s, and Value Fund’s financial highlights for the fiscal year ended May 31, 2020, which have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders, are included in each fund’s prospectus. Large Cap Fund is a newly created fund and does not have any historical financial highlights.

The financial highlights audited by PricewaterhouseCoopers LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and accounting.

 

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VOTING INFORMATION

Solicitation of Proxies; Expenses

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the trust’s Board of Trustees to be used at each Meeting. The purpose of each Meeting is set forth in the accompanying Notice.

The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy card on or about September 8, 2020. Supplementary solicitations may be made by mail, telephone, facsimile or electronic means, or by personal interview by representatives of the trust. In addition, Broadridge Financial Solutions, Inc. (Broadridge) may be paid on a per-call basis to solicit shareholders by telephone on behalf of Core Fund, Growth Fund, and Value Fund. Core Fund, Growth Fund, and Value Fund may also arrange to have votes recorded by telephone. Broadridge may be paid on a per-call basis for vote-by-phone solicitations on behalf of Core Fund, Growth Fund, and Value Fund. The approximate anticipated cost of these services is as follows:

 

Fund Name

  

Estimated aggregate
cost for
Broadridge
to call  and
solicit votes

    

Estimated aggregate
cost for
Broadridge
to receive  votes over
the phone

 
Core Fund    $ 2,500      $ 750  
Growth Fund    $ 2,500      $ 750  
Value Fund    $ 2,500      $ 750  

If a fund records votes by telephone or through the internet, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.

For Growth Fund and Value Fund, the expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by the funds.

Each of Growth Fund and Value Fund will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. The costs are allocated between the funds based on the number of shareholder accounts in each fund.

For Core Fund, the expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be borne by Strategic Advisers under the fund’s management contract, which obligates Strategic Advisers to pay certain fund level expenses. Strategic Advisers will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. The costs are allocated between the funds based on the number of shareholder accounts in each fund.

For a free copy of each fund’s annual reports for the fiscal year ended May 31, 2020 call 1-800-544-3455, log-on to www.fidelity.com, or write to FDC at 900 Salem Street, Smithfield, Rhode Island 02917.

Record Date; Quorum; and Method of Tabulation

Shareholders of record as of the close of business on September 8, 2020 will be entitled to vote at the Meeting of the fund in which they hold shares. Each such shareholder will be entitled to one vote for each dollar of net asset value held as of that date, with fractional dollar amounts entitled to a proportional fractional vote.

If the enclosed proxy card is executed and returned, or an internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by the trust, by the execution of a later-dated proxy card, by the trust’s receipt of a subsequent valid telephonic or internet vote, or by attending a fund’s Meeting and voting in person.

All proxies solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Meeting, and that are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy card, it will be voted FOR the matters specified on the proxy card. All shares that are voted and votes to ABSTAIN will be counted toward establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)

With respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SAR-SEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion as other Fidelity IRA shareholders have voted.

 

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One-third of each fund’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the applicable Meeting. If a quorum is not present, or if a quorum is present but sufficient votes to approve the proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote FOR the proposal, unless directed to vote AGAINST the proposal, in which case such shares will be voted AGAINST the proposed adjournment.

Certain shares are registered to Strategic Advisers or a Strategic Advisers affiliate. To the extent that Strategic Advisers or a Strategic Advisers affiliate has discretion to vote, these shares will be voted at the Meeting FOR each proposal. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.

Certain shareholders of FWS have elected Strategic Advisers as agent to receive proxy voting materials for non-Fidelity and Fidelity® Funds held in their FWS accounts. For Fidelity® Funds, such shareholders have instructed Strategic Advisers to vote proxies of a Fidelity® Fund in the same proportion as the vote of all other holders of such Fidelity® Fund.

Certain funds and accounts that are managed by Strategic Advisers or its affiliates (including funds of funds) invest in other funds and may at times have substantial investments in one or more funds. Although these funds generally intend to vote their shares of underlying funds using echo voting procedures (that is, in the same proportion as the holders of all other shares of the particular underlying fund), they reserve the right, on a case-by-case basis, to vote in another manner, which may include voting all shares as recommended by the Board.

We intend to hold the Meeting in person as set forth in this Proxy Statement. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. As a result, the date, time, location or means of conducting the Meeting may change. In the event of such a change, the funds will post an announcement online at www.proxyvote.com/proxy and file the announcement on the SEC EDGAR system, among other steps, but may not deliver additional soliciting materials to shareholders or otherwise amend the funds’ proxy materials. Although no decision has been made, the funds may consider imposing additional procedures or limitations on Meeting attendees or conducting the Meeting as a “virtual” shareholder meeting through the internet or other electronic means in lieu of an in-person meeting, subject to any restrictions imposed by applicable law. Please monitor the website at www.proxyvote.com/proxy for updated information. If you are planning to attend the Meeting, please check the website one week prior to the Meeting date. As always, we encourage you to vote your shares prior to the Meeting.

Share Ownership

As of June 30, 2020, shares of Core Fund, Growth Fund, and Value Fund issued and outstanding were as follows:

 

  Number of Shares
Core Fund   1,534,656,790
Growth Fund   440,408,234
Value Fund   520,950,901

Large Cap Fund is a newly created fund and will not issue shares until after the Closing Date of the Reorganizations.

As of June 30, 2020, the Trustees, Members of the Advisory Board (if any), and officers of Core Fund, Growth Fund, and Value Fund owned, in the aggregate, less than 1% of each class’s total outstanding shares, with respect to the fund.

To the knowledge of the trust, no shareholder owned of record and/or beneficially 5% or more of the outstanding shares of each fund on that date.

Required Vote

Approval of each Reorganization requires the affirmative vote of a “majority of the outstanding voting securities” of the specific fund involved in that Reorganization. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. Votes to ABSTAIN and broker non-votes will have the same effect as votes cast AGAINST a proposal.

 

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Other Business

The Board knows of no business other than the matters set forth in this Proxy Statement to be brought before each Meeting However, if any other matters properly come before each Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.

MISCELLANEOUS

Legal Matters

Certain legal matters in connection with the issuance of Large Cap Fund shares have been passed upon by Dechert LLP, counsel to the trust.

Experts

The audited financial statements of Core Fund, Growth Fund, and Value Fund are incorporated by reference into the Statement of Additional Information relating to this Proxy Statement and have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose reports thereon are included in the funds’ Annual Reports to Shareholders for the fiscal year ended May 31, 2020. The financial statements audited by PricewaterhouseCoopers LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and accounting.

Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees

Please advise Fidelity Rutland Square Trust II, in care of Fidelity Investments Institutional Operations Company LLC, 245 Summer Street, Boston, Massachusetts 02210, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.

 

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Exhibit 1

Form of Agreement and Plan of Reorganization

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of September 8, 2020, by and between Fidelity Rutland Square Trust II, a Delaware statutory trust, on behalf of each “Acquired Fund” listed on Schedule A and Strategic Advisers Large Cap Fund (the “Acquiring Fund”), each a series of Fidelity Rutland Square Trust II. Fidelity Rutland Square Trust II may be referred to herein as the “Trust.” The Trust is a duly organized statutory trust under the laws of the State of Delaware with its principal place of business at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Funds may be referred to herein collectively as the “Funds” or each individually as the “Fund.”

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). For each Acquired Fund the reorganization will comprise: (a) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund solely in exchange for shares of beneficial interest in the Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of the Acquired Fund’s liabilities; and (b) the constructive distribution of such shares by the Acquired Fund pro rata to its shareholders in complete liquidation and termination of the Acquired Fund, all upon the terms and conditions set forth in this Agreement. The foregoing transactions are referred to herein as the “Reorganization.”

In consideration of the mutual promises and subject to the terms and conditions herein, the parties covenant and agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF EACH ACQUIRED FUND. Each Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:

(a) The Acquired Fund is a series of the Trust, a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) The Trust is an open-end, management investment company duly registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and such registration is in full force and effect;

(c) The Prospectus and Statement of Additional Information of the Acquired Fund dated July 30, 2020, as supplemented, previously furnished to the Acquiring Fund, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to the Acquiring Fund, there are no material legal, administrative, or other proceedings pending or, to the knowledge of the Acquired Fund, threatened against the Acquired Fund which assert liability on the part of the Acquired Fund. The Acquired Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to the Acquiring Fund;

(e) The Acquired Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Trust Instrument or By-laws, or, to the knowledge of the Acquired Fund, of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Acquired Fund is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of the Acquired Fund at May 31, 2020, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, and have been furnished to the Acquiring Fund. Said Statements of Assets and Liabilities and Schedule of Investments fairly present the Acquired Fund’s financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect the Acquired Fund’s results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of May 31, 2020 and those incurred in the ordinary course of the Acquired Fund’s business as an investment company since May 31, 2020;

(h) The registration statement (“Registration Statement”) filed with the Securities and Exchange Commission (“Commission”) by the Trust on Form N-14 relating to the shares of the Acquiring Fund issuable hereunder and the proxy statement of the Acquired Fund included therein (“Proxy Statement”), on the effective date of the Registration Statement and insofar as they relate to the Acquired Fund (i) comply in all material respects with the provisions of the Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the

 

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statements therein not misleading; and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date (as defined in Section 6), the prospectus contained in the Registration Statement of which the Proxy Statement is a part (the “Prospectus”), as amended or supplemented, insofar as it relates to the Acquired Fund, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(i) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws (which term as used in this Agreement shall include the District of Columbia and Puerto Rico);

(j) The Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquired Fund’s officers, are required to be filed by the Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(k) The Acquired Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on the Closing Date;

(l) All of the issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding and fully paid and nonassessable as a matter of Delaware law (except as disclosed in the Acquired Fund’s Statement of Additional Information), and have been offered for sale and in conformity with all applicable federal securities laws. All of the issued and outstanding shares of the Acquired Fund will, at the Closing Date, be held by the persons and in the amounts set forth in the list of shareholders submitted to the Acquiring Fund in accordance with this Agreement;

(m) As of both the Valuation Time (as defined in Section 4) and the Closing Date, the Acquired Fund will have the full right, power, and authority to sell, assign, transfer, and deliver its portfolio securities and any other assets of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. As of the Closing Date, subject only to the delivery of the Acquired Fund’s portfolio securities and any such other assets as contemplated by this Agreement, the Acquiring Fund will acquire the Acquired Fund’s portfolio securities and any such other assets subject to no encumbrances, liens, or security interests (except for those that may arise in the ordinary course and are disclosed to the Acquiring Fund) and without any restrictions upon the transfer thereof; and

(n) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to approval by the shareholders of the Acquired Fund.

2. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to and agrees with each Acquired Fund that:

(a) The Acquiring Fund is a series of the Trust, a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) The Trust is an open-end, management investment company duly registered under the 1940 Act, and such registration is in full force and effect;

(c) The Prospectus and Statement of Additional Information of the Acquiring Fund, dated July 29, 2020, as supplemented, previously furnished to each Acquired Fund, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to each Acquired Fund, there are no material legal, administrative, or other proceedings pending or, to the knowledge of the Acquiring Fund, threatened against the Acquiring Fund which assert liability on the part of the Acquiring Fund. The Acquiring Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to each Acquired Fund;

(e) The Acquiring Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Trust Instrument or By-laws, or, to the knowledge of the Acquiring Fund, of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or is bound;

(f) [Reserved];

(g) [Reserved];

 

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(h) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws;

(i) [Reserved];

(j) The Acquiring Fund intends to meet the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for its current taxable year ending on May 31, 2021;

(k) As of the Closing Date, the shares of beneficial interest of the Acquiring Fund to be issued to each Acquired Fund will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable (except as disclosed in the Acquiring Fund’s Statement of Additional Information) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof;

(l) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject to approval by the shareholders of each Acquired Fund;

(m) The Registration Statement and the Proxy Statement, on the effective date of the Registration Statement and insofar as they relate to the Acquiring Fund, (i) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date, the Prospectus, as amended or supplemented, insofar as it relates to the Acquiring Fund, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(n) The issuance of the Acquiring Fund Shares pursuant to this Agreement will be in compliance with all applicable federal securities laws; and

(o) All of the issued and outstanding shares of beneficial interest of the Acquiring Fund have been offered for sale and sold in conformity with the federal securities laws.

3. REORGANIZATION.

(a) Subject to the requisite approval of the shareholders of each respective Acquired Fund and to the other terms and conditions contained herein, each Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of each respective Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the liabilities existing on or after the Closing Date for each respective Acquired Fund, whether or not determinable on the Closing Date, and (ii) to issue and deliver to each Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of each respective Acquired Fund transferred hereunder, less the value of the liabilities of each Acquired Fund, determined as provided for under Section 4.

(b) The assets of each Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. Each Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof.

(c) The liabilities of each Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund’s liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, each Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business.

(d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, each Acquired Fund will constructively distribute pro rata to its respective shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders’ shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund’s Trust Instrument. Such distribution shall be accomplished by the Funds’ transfer agent opening accounts on the Acquiring Fund’s share transfer books in the names of each respective Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on each Acquired Fund’s share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization.

 

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(e) Any reporting responsibility of an Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated.

(f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on each Acquired Fund’s books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

4. VALUATION.

(a) The Valuation Time shall be as of the close of business of the New York Stock Exchange on the Closing Date, or such other date as may be mutually agreed upon in writing by the parties hereto (the “Valuation Time”).

(b) As of the Closing Date, the Acquiring Fund will deliver to each Acquired Fund the number of Acquiring Fund Shares having an aggregate net asset value equal to the value of the assets of each respective Acquired Fund transferred hereunder less the liabilities of each respective Acquired Fund, determined as provided in this Section 4.

(c) The net asset value per share of the Acquiring Fund shares to be delivered to each Acquired Fund, the value of the assets of each Acquired Fund transferred hereunder, and the value of the liabilities of each Acquired Fund to be assumed hereunder shall in each case be determined as of the Valuation Time.

(d) The net asset value per share of the Acquiring Fund shares and the value of the assets and liabilities of each Acquired Fund shall be computed in the manner set forth in the then-current Acquiring Fund Prospectus and Statement of Additional Information.

(e) All computations pursuant to this Section shall be made by or under the direction of Fidelity Service Company, Inc., a wholly-owned subsidiary of FMR LLC, in accordance with its regular practice as pricing agent for the Acquired Fund and each Acquiring Fund.

5. FEES; EXPENSES.

(a) Pursuant to the Strategic Advisers Core Fund’s (“Core Acquired Fund’”) all-inclusive management contract with the Core Acquired Fund’s investment adviser (the “Adviser”), the Adviser will pay all Core Acquired Fund fees and expenses, including legal, accounting, printing, filing, and proxy solicitation expenses, portfolio transfer taxes (if any), or other similar expenses incurred in connection with the transactions contemplated by this Agreement (but not including costs incurred in connection with the purchase or sale of portfolio securities).

(b) The Strategic Advisers Growth Fund (“Growth Acquired Fund”) shall be responsible for all expenses, fees and other charges in connection with the transactions contemplated by this Agreement incurred by the Growth Acquired Fund.

(c) The Strategic Advisers Value Fund (“Value Acquired Fund”) shall be responsible for all expenses, fees and other charges in connection with the transactions contemplated by this Agreement incurred by the Value Acquired Fund.

(d) Any expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to the Acquiring Fund will be borne by the Acquiring Fund.

(e) The Acquiring Fund and each Acquired Fund represent that there is no person who has dealt with it who by reason of such dealings is entitled to any broker’s or finder’s or other similar fee or commission arising out of the transactions contemplated by this Agreement.

6. CLOSING DATE.

(a) The Reorganization, together with related acts necessary to consummate the same (the “Closing”), unless otherwise provided herein, shall occur at the principal office of the Trust, 245 Summer Street, Boston, Massachusetts, as of the Valuation Time on November 13, 2020, or at some other time, date, and place agreed to by each Acquired Fund and the Acquiring Fund (the “Closing Date”).

(b) In the event that on the Closing Date: (i) any of the markets for securities held by the Funds is closed to trading, or (ii) trading thereon is restricted, or (iii) trading or the reporting of trading on said market or elsewhere is disrupted, all so that accurate appraisal of the total net asset value of an Acquired Fund and the net asset value per share of the Acquiring Fund is impracticable, the Valuation Time and the Closing Date shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored, or such other date as the parties may agree.

7. SHAREHOLDER MEETING AND TERMINATION OF EACH ACQUIRED FUND.

(a) Each Acquired Fund agrees to call a meeting of its shareholders after the effective date of the Registration Statement, to consider transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation of the Acquired Fund.

 

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(b) Each Acquired Fund agrees that as soon as reasonably practicable after distribution of the Acquiring Fund Shares, each Acquired Fund shall be terminated as a series of the Trust pursuant to its Trust Instrument, any further actions shall be taken in connection therewith as required by applicable law, and on and after the Closing Date each Acquired Fund shall not conduct any business except in connection with its liquidation and termination.

8. CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND.

(a) That, as of the Valuation Time and the Closing Date, all representations and warranties of each Acquired Fund made in this Agreement are true and correct in all material respects and that each Acquired Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates;

(b) That this Agreement and the transactions contemplated herein are approved by the requisite vote of the holders of the outstanding shares of beneficial interest of each respective Acquired Fund;

(c) That, on or prior to the Closing Date, each Acquired Fund will declare one or more dividends or distributions which, together with all previous such dividends or distributions attributable to its current taxable year, shall have the effect of distributing to the shareholders of each respective Acquired Fund substantially all of the respective Acquired Fund’s investment company taxable income and all of its net realized capital gain, if any, as of the Closing Date;

(d) That the Acquiring Fund at the Closing shall have access to a statement of each Acquired Fund’s assets and liabilities, together with a list of its portfolio securities showing each such security’s adjusted tax basis and holding period by lot, with values determined as provided in Section 4 of this Agreement, all as of the Valuation Time;

(e) That each Acquired Fund’s custodian shall deliver to the Acquiring Fund a certificate identifying the assets of the Acquired Fund held by such custodian as of the Valuation Time on the Closing Date and stating that as of the Valuation Time: (i) the assets held by the custodian will be transferred to the Acquiring Fund; (ii) each Acquired Fund’s assets have been duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof; and (iii) to the best of the custodian’s knowledge, all applicable taxes (including stock transfer taxes, if any) in conjunction with the delivery of the assets, that the custodian has been notified are due, have been paid or provision for payment has been made;

(f) That the Acquiring Fund at the Closing shall have access to the number of shares of each Acquired Fund outstanding as of the Valuation Time and the name and address of each holder of record of any such shares and the number of shares held of record by each such shareholder, as maintained by each Acquired Fund’s transfer agent;

(g) That each Acquired Fund calls a meeting of its respective shareholders to be held after the effective date of the Registration Statement, to consider transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation and termination of each respective Acquired Fund;

(h) That there has been no material adverse change in each Acquired Fund’s financial position since May 31, 2020, other than changes in the market value of its portfolio securities, or changes due to net redemptions of its shares, dividends paid, or losses from operations; and

(i) That all of the issued and outstanding shares of beneficial interest of each respective Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities laws and, to the extent that any audit of the records of each Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, each Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund are necessary to remedy any prior failure on the part of such Acquired Fund to have offered for sale and sold such shares in conformity with such laws.

9. CONDITIONS TO OBLIGATIONS OF EACH ACQUIRED FUND.

(a) That the Acquiring Fund shall have executed and delivered to each Acquired Fund an Assumption of Liabilities, certified by an authorized officer of the Trust, dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement;

(b) That, as of the Valuation Time and the Closing Date, all representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects, and the Acquiring Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates; and

(c) That each Acquired Fund shall have received an opinion of Dechert LLP, counsel to the Acquired Fund and the Acquiring Fund, to the effect that the Acquiring Fund shares are duly authorized and upon delivery to the Acquired Fund as provided in this Agreement will be validly issued and will be fully paid and nonassessable by the Acquiring Fund (except as disclosed in the Acquiring Fund’s Statement of Additional Information) and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof.

 

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10. CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND AND EACH ACQUIRED FUND.

(a) That this Agreement shall have been adopted and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of each respective Acquired Fund;

(b) That all consents of other parties and all other consents, orders, and permits of federal, state, and local regulatory authorities (including those of the Commission and of state blue sky and securities authorities, and including “no action” positions of such federal or state authorities) deemed necessary by the Acquiring Fund or each Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or each Acquired Fund, provided that either party hereto may for itself waive any of such conditions;

(c) That all proceedings taken by either Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to it and its counsel, Dechert LLP;

(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement;

(e) That the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquiring Fund and the Acquired Fund, threatened by the Commission; and

(f) That the Acquiring Fund and each Acquired Fund shall have received an opinion of Dechert LLP satisfactory to the Acquiring Fund and each Acquired Fund substantially to the effect that for federal income tax purposes:

(i) The Reorganization will constitute a tax-free reorganization under Section 368(a) of the Code.

(ii) The Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund, except that the Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.

(iii) The Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by the Acquired Fund in the Reorganization.

(iv) The Acquiring Fund will recognize no gain or loss upon receiving the properties of the Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund.

(v) The adjusted basis to the Acquiring Fund of the properties of the Acquired Fund received by the Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of the Acquired Fund immediately before the exchange.

(vi) The Acquiring Fund’s holding periods with respect to the properties of the Acquired Fund that the Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).

(vii) The Acquired Fund shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.

(viii) The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.

(ix) An Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.

Notwithstanding anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this subsection 10(f).

11. COVENANTS OF THE ACQUIRING FUND AND EACH ACQUIRED FUND.

(a) The Acquiring Fund and each Acquired Fund each covenants to operate its respective business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the payment of customary dividends and distributions;

(b) Each Acquired Fund covenants that it is not acquiring the Acquiring Fund shares for the purpose of making any distribution other than in accordance with the terms of this Agreement;

(c) Each Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of each Acquired Fund’s shares; and

 

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(d) Each Acquired Fund covenants that its liquidation and termination will be effected in the manner provided in its Trust Instrument in accordance with applicable law, and after the Closing Date, the Acquired Fund will not conduct any business except in connection with its liquidation and termination.

12. TERMINATION; WAIVER.

The Acquiring Fund and each Acquired Fund may terminate this Agreement by mutual agreement. In addition, either the Acquiring Fund or each Acquired Fund may at its option terminate this Agreement at or prior to the Closing Date because:

(i) of a material breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date; or

(ii) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

In the event of any such termination, there shall be no liability for damages on the part of each Acquired Fund or the Acquiring Fund, or their respective Trustees or officers.

13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.

(a) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each party hereto and shall be construed in accordance with and governed by the laws of the State of Delaware.

(b) This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the respective President, any Vice President, or Treasurer of the Acquiring Fund or each Acquired Fund ; provided, however, that following the shareholders’ meeting called by each Acquired Fund pursuant to Section 7 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be paid to each Acquired Fund respective shareholders under this Agreement to the detriment of such shareholders without their further approval.

(c) Either Fund may waive any condition to its obligations hereunder, provided that such waiver does not have any material adverse effect on the interests of such Fund’s shareholders.

The representations, warranties, and covenants contained in the Agreement, or in any document delivered pursuant hereto or in connection herewith, shall survive the consummation of the transactions contemplated hereunder.

14. DECLARATIONS OF TRUST.

A copy of each Fund’s Trust Instrument is on file with the Secretary of State of the State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as trustees and not individually and that the obligations of each Fund under this instrument are not binding upon any of such Fund’s Trustees, officers, or shareholders individually but are binding only upon the assets and property of such Fund. Each Fund agrees that its obligations hereunder apply only to such Fund and not to its shareholders individually or to the Trustees of such Fund.

15. ASSIGNMENT.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an appropriate officer.

[SIGNATURE LINES OMITTED]

 

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Attachment 1

The following table shows the capitalization of Core Fund, Growth Fund, Value Fund, and Large Cap Fund as of July 31, 2020, and on a pro forma combined basis (unaudited) as of that date giving effect to all of the Reorganizations if all are approved.

     

Net Assets

    

Net Asset Value
Per Share

    

Shares
Outstanding

 
Core Fundc    $ 30,138,684,907      $ 19.75        1,525,748,068  
Growth Fundd    $ 9,431,250,498      $ 22.00        428,741,741  
Value Funde    $ 8,389,484,323      $ 16.77        500,157,516  
Large Cap Fundf      N/A        N/A        N/A  
Large Cap Fund Pro Forma Combined Fund    $ 47,959,419,728      $ 10.00 b       4,795,941,973 a 

a To comply with Rule 3-18 of Regulation S-X, the pro-forma financial statements will be based on the most recent audited annual report of the Acquiring Fund. If these are more than 245 days old as of the effective date of the N-14 filing, interim financial statements covering a 12 month period will be used. In addition, per Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger.

b Large Cap Fund expected to launch at $10.00 net asset value per share.

c Core Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $77,376. Strategic Advisers will bear the fund’s one time proxy cost pursuant to its all-inclusive management contract.

d Growth Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $77,349.

e Value Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $77,275.

f Large Cap Fund is expected to commence operations in November 2020.

 

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Strategic Advisers, Fidelity Investments & Pyramid Design, Fidelity, and FundsNetwork are registered service marks of FMR LLC.© 2020 FMR LLC. All rights reserved.

Any third-party marks that may appear above are the marks of their respective owners.

 

1.9899679.100     RSSAI-M-PXS-0920  


Table of Contents

Fund/Ticker

Strategic Advisers® Large Cap Fund/FALCX

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

Prospectus

July 29, 2020

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of a fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the fund or from your financial intermediary, such as a financial advisor, broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity’s web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

 

Account Type

  

Website

  

Phone Number

Brokerage, Mutual Fund, or Annuity Contracts:    fidelity.com/mailpreferences    1-800-343-3548
Employer Provided Retirement Accounts:    netbenefits.fidelity.com/preferences (choose ‘no’ under Required Disclosures to continue to print)    1-800-343-0860
Advisor Sold Accounts Serviced Through Your Financial Intermediary:    Contact Your Financial Intermediary    Your Financial Intermediary’s phone number
Advisor Sold Accounts Serviced by Fidelity:    institutional.fidelity.com    1-877-208-0098

 

Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.   

LOGO

 

245 Summer Street, Boston, MA 02210


Table of Contents

Contents

 

Fund Summary    Strategic Advisers® Large Cap Fund      3  
Fund Basics    Investment Details      6  
   Valuing Shares      10  
Shareholder Information    Additional Information about the Purchase and Sale of Shares      11  
   Dividends and Capital Gain Distributions      13  
   Tax Consequences      13  
Fund Services    Fund Management      13  
   Fund Distribution      16  
Appendix    Additional Index Information      17  

 

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Fund Summary

Fund:

Strategic Advisers® Large Cap Fund

Investment Objective

The fund seeks capital appreciation.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

Shareholder fees

(fees paid directly from your investment)    None

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

Management fee (fluctuates based on the fund’s allocation among underlying funds and sub-advisers)(a),(b)

     0.42 %

Distribution and/or Service (12b-1) fees

     None

Other expenses(b)

     0.00 %

Acquired fund fees and expenses(b)

     0.08 %
  

 

 

 

Total annual operating expenses

     0.50 %

Fee waiver and/or expense reimbursement(a)

     0.25 %
  

 

 

 

Total annual operating expenses after fee waiver and/or expense reimbursement

     0.25 %

(a) Strategic Advisers LLC (Strategic Advisers) has contractually agreed that the fund’s maximum aggregate annual management fee will not exceed 0.65% of the fund’s average daily net assets. In addition, Strategic Advisers has contractually agreed to waive a portion of the fund’s management fee in an amount equal to 0.25% of the fund’s average daily net assets. This arrangement will remain in effect through September 30, 2023, and neither Strategic Advisers nor any of its affiliates retain the ability to be repaid with respect to this arrangement. Strategic Advisers may not terminate this arrangement without the approval of the Board of Trustees.

(b) Based on estimated amounts for the current fiscal year.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 26

3 years

   $ 80

Portfolio Turnover

The fund will not incur transaction costs, such as commissions, when it buys and sells shares of affiliated mutual funds but may incur transaction costs when buying or selling non-affiliated funds and other types of securities (including exchange traded funds (ETFs)) directly (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance.

Principal Investment Strategies

 

   

Normally investing at least 80% of its assets in securities and shares of funds with large market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell 1000® Index or the S&P 500® Index).

 

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Investing in domestic and foreign issuers.

 

   

Normally investing in a combination of “growth” and “value” stocks.

 

   

Implementing investment strategies by investing directly in securities through one or more managers (sub-advisers) or indirectly in securities through one or more other funds, referred to as underlying funds, which in turn invest directly in securities (as described below).

 

   

Allocating assets among affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity funds that participate in Fidelity’s FundsNetwork®, non-affiliated ETFs (collectively, underlying funds), and sub-advisers.

 

   

Allocating assets among sub-advisers and underlying funds using proprietary fundamental and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience and investment style, management company infrastructure, costs, asset size, and portfolio turnover.

Pursuant to an exemptive order granted by the Securities and Exchange Commission (SEC), Strategic Advisers LLC (Strategic Advisers) is permitted, subject to the approval of the Board of Trustees, to enter into new or amended sub-advisory agreements with one or more unaffiliated sub-advisers without obtaining shareholder approval of such agreements. Subject to oversight by the Board of Trustees, Strategic Advisers has the ultimate responsibility to oversee the fund’s sub-advisers and recommend their hiring, termination, and replacement. In the event the Board of Trustees approves a sub-advisory agreement with a new unaffiliated sub-adviser, shareholders will be provided with information about the new sub-adviser and sub-advisory agreement.

Principal Investment Risks

 

   

Multiple Sub-Adviser Risk. Separate investment decisions and the resulting purchase and sale activities of the fund’s sub-advisers might adversely affect the fund’s performance or lead to disadvantageous tax consequences.

 

   

Investing in Other Funds. Regulatory restrictions may limit the amount that one fund can invest in another, which means that the fund’s manager may not be able to invest as much as it wants to in some other funds. The fund bears all risks of investment strategies employed by the underlying funds, including the risk that the underlying funds will not meet their investment objectives.

 

   

Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

   

Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

 

   

Industry Exposure. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single industry or group of related industries.

 

   

Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

 

   

Investing in ETFs. ETFs may trade in the secondary market at prices below the value of their underlying portfolios and may not be liquid. ETFs that track an index are subject to tracking error and may be unable to sell poorly performing assets that are included in their index or other benchmark.

 

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“Growth” Investing. “Growth” stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

 

   

“Value” Investing. “Value” stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

 

   

Quantitative Investing. Securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor, and changes in the factors’ historical trends.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund.

Performance

Performance history will be available for the fund after the fund has been in operation for one calendar year.

Investment Adviser

Strategic Advisers (the Adviser) is the fund’s manager. AllianceBernstein L.P. (AllianceBernstein), Aristotle Capital Management, LLC (Aristotle Capital), Brandywine Global Investment Management, LLC (Brandywine Global), ClariVest Asset Management LLC (ClariVest), ClearBridge Investments, LLC (ClearBridge), FIAM LLC (FIAM), Geode Capital Management, LLC (Geode), Invesco Advisers, Inc. (Invesco), J.P. Morgan Investment Management Inc. (JPMorgan), Loomis, Sayles & Company, L.P. (Loomis Sayles), LSV Asset Management (LSV), PineBridge Investments LLC (PineBridge), Principal Global Investors, LLC (Principal), and T. Rowe Price Associates, Inc. (T. Rowe Price) have been retained to serve as sub-advisers for the fund. FMR Investment Management (UK) Limited (FMR UK), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), and Fidelity Management & Research (Japan) Limited (FMR Japan) have been retained to serve as sub-subadvisers for the fund. The Adviser may change a sub-adviser’s asset allocation at any time, including allocating no assets to, or terminating the sub-advisory contract with, a sub-adviser.

Portfolio Manager(s)

John A. Stone (lead portfolio manager) has managed the fund since 2020.

Gopalakrishnan Anantanatarajan (co-manager) has managed the fund since 2020.

Niall Devitt (co-manager) has managed the fund since 2020.

Purchase and Sale of Shares

The fund is not available for sale to the general public.

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

 

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The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for fund shares.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Basics

Investment Details

Investment Objective

Strategic Advisers® Large Cap Fund seeks capital appreciation.

Principal Investment Strategies

The fund normally invests at least 80% of its assets in securities and shares of funds with large market capitalizations. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies are generally defined as those whose market capitalization is similar to the market capitalization of companies in the Russell 1000® Index or the S&P 500® Index. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the fund’s investment. The size of the companies in each index changes with market conditions and the composition of the index.

The fund may invest in securities of foreign issuers in addition to securities of domestic issuers.

The fund is not constrained by any particular investment style. The fund will normally invest in a combination of “growth” and “value” stocks.

The fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities through one or more underlying funds, which in turn invest directly in securities.

The Adviser may allocate the fund’s assets among any number of underlying funds or sub-advisers at any time. The Adviser may adjust allocations among underlying funds or sub-advisers from time to time, including making no allocation at all to one or more sub-advisers.

 

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The Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable outlook for achieving the fund’s investment objective.

When determining how to allocate the fund’s assets among sub-advisers and underlying funds, the Adviser uses proprietary fundamental and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience and investment style, management company infrastructure, costs, asset size, and portfolio turnover.

The fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds managed by Fidelity Management & Research Company LLC (FMR) (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®.

The Adviser generally classifies funds by reference to a fund’s name, policies, or classification by a third-party ranking or ratings organization at the time of investment. Investments in funds whose names, policies or classifications change after purchase continue to be considered subject to the classification at time of investment for purposes of the 80% policy.

The Adviser may actively adjust the allocation of the fund’s assets at any time. For current information on fund holdings, please call 1-800-544-3455 or visit Fidelity’s web site at www.fidelity.com. For information on the underlying funds, see the underlying funds’ prospectuses. A copy of any underlying Fidelity® fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying fund’s prospectus, visit the web site of the company that manages or sponsors that underlying fund.

Common types of investment approaches that a sub-adviser may use in selecting investments for a fund include, but are not limited to, quantitative analysis, fundamental analysis, or a combination of both approaches. Quantitative analysis refers to programmatic models that analyze such factors as growth potential, valuation, liquidity, and investment risk based on data inputs. Fundamental analysis involves a bottom-up assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.

It is not possible to predict the extent to which the fund’s assets will be invested by a particular sub-adviser at any given time and one or more sub-advisers may not be managing any assets for the fund at any given time.

The fund’s initial shareholder approved a proposal permitting the Adviser to enter into new or amended sub-advisory agreements with one or more unaffiliated sub-advisers without obtaining shareholder approval of such agreements, subject to conditions of an exemptive order that has been granted by the SEC (Exemptive Order). One of the conditions of the Exemptive Order requires the Board of Trustees to approve any such agreement. Subject to oversight by the Board of Trustees, the Adviser has the ultimate responsibility to oversee the fund’s sub-advisers and recommend their hiring, termination, and replacement. In the event the Board of Trustees approves a sub-advisory agreement with a new unaffiliated sub-adviser, shareholders will be provided with information about the new sub-adviser and sub-advisory agreement within ninety days of appointment.

 

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Description of Principal Security Types

In addition to investing in underlying funds, the fund may invest directly in the following principal security types:

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Principal Investment Risks

Many factors affect the fund’s performance. Developments that disrupt global economies and financial markets, such as pandemics and epidemics, may magnify factors that affect a fund’s performance. The fund’s share price changes daily based on the performance of the underlying funds and securities in which it invests and on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund’s reaction to these developments will be affected by the types of underlying funds and securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund’s level of investment in the securities of that underlying fund or issuer.

If the Adviser’s or a sub-adviser’s allocation strategies do not work as intended, the fund may not achieve its objective. A portfolio manager’s evaluations and assumptions in selecting underlying funds or individual securities may be incorrect in view of actual market conditions.

When your shares are sold they may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.

The following factors can significantly affect the fund’s performance:

Multiple Sub-Adviser Risk. Because each sub-adviser manages its allocated portion, if any, independently from another sub-adviser, it is possible that the sub-advisers’ security selection processes may not complement one another. As a result, the fund’s aggregate exposure to a particular industry or group of industries, or to a single issuer, could unintentionally be larger or smaller than intended. Because each sub-adviser directs the trading for its own portion, if any, of the fund, and does not aggregate its transactions with those of the other sub-advisers, the fund may incur higher brokerage costs than would be the case if a single sub-adviser were managing the entire fund.

Investing in Other Funds. Regulatory restrictions may limit the amount that one fund can invest in another, and in certain cases further limit investments to the extent a fund’s shares are already held by the Adviser or its affiliates. The fund bears all risks of investment strategies employed by the underlying funds. The fund does not control the investments of the underlying funds, which may have different investment objectives and may engage in investment strategies that the fund would not engage in directly. Aggregation of underlying fund holdings may result in indirect concentration of assets in a particular industry or group of industries, or in a single issuer, which may increase volatility.

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector can react differently from those in another, large cap stocks can react differently from small cap stocks, “growth” stocks can react differently from “value” stocks, and stocks selected using quantitative or technical analysis can react differently than stocks selected using fundamental analysis. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and

 

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the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Industry Exposure. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single industry or a group of related industries, and the securities of companies in that industry or group of industries could react similarly to these or other developments. In addition, from time to time, a small number of companies may represent a large portion of a single industry or a group of related industries as a whole, and these companies can be sensitive to adverse economic, regulatory, or financial developments.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

Investing in ETFs. ETFs may trade in the secondary market (e.g., on a stock exchange) at prices below the value of their underlying portfolios and may not be liquid. An ETF that is not actively managed cannot sell poorly performing stocks or other assets as long as they are represented in its index or other benchmark. ETFs that track an index are subject to tracking error risk (the risk of errors in matching the ETF’s underlying assets to its index or other benchmark).

“Growth” Investing. “Growth” stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. “Growth” stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result, “growth” stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks.

“Value” Investing. “Value” stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. “Value” stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, “value” stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Quantitative Investing. The value of securities selected using quantitative analysis can react differently to issuer, political, market, and economic developments than the market as a whole or securities selected using only fundamental analysis. The factors used in quantitative analysis and the weight placed on those factors may not be predictive of a security’s value. In addition, factors that affect a security’s value can change over time and these changes may not be reflected in the quantitative model.

In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance and the fund may not achieve its investment objective.

Other Investment Strategies

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

 

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The fund may also use various techniques, such as buying and selling futures contracts, to increase or decrease its exposure to changing security prices or other factors that affect security values. In addition, the fund may have indirect exposure to derivatives through its investments in underlying funds.

Shareholder Notice

The following is subject to change only upon 60 days’ prior notice to shareholders:

Strategic Advisers® Large Cap Fund normally invests at least 80% of its assets in securities and shares of funds with large market capitalizations.

Valuing Shares

The fund is open for business each day the NYSE is open.

The NAV is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund’s assets normally are valued as of this time for the purpose of computing NAV.

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the SEC.

To the extent that the fund’s assets are traded in other markets on days when the fund is not open for business, the value of the fund’s assets may be affected on those days. In addition, trading in some of the fund’s assets may not occur on days when the fund is open for business.

Shares of underlying funds (other than ETFs) are valued at their respective NAVs. NAV is calculated using the values of the underlying funds in which the fund invests. For an explanation of the circumstances under which the underlying funds will use fair value pricing and the effects of using fair value pricing, see the underlying funds’ prospectuses and statements of additional information (SAIs). Other assets (including securities issued by ETFs) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations or official closing prices are not readily available or, in the Adviser’s opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. For example, if, in the Adviser’s opinion, a security’s value has been materially affected by events occurring before a fund’s pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of NAV by short-term traders.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.

 

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Shareholder Information

Additional Information about the Purchase and Sale of Shares

NOT AVAILABLE FOR SALE TO THE GENERAL PUBLIC.

As used in this prospectus, the term “shares” generally refers to the shares offered through this prospectus.

Shares can be purchased only through certain discretionary investment programs offered by the Adviser or its affiliates. If you are not currently a client of the Adviser or its affiliates, please call 1-800-544-3455 (9:00 a.m. - 6:00 p.m., Monday through Friday) for more information. Additional fees apply for discretionary investment programs. For more information on these fees, please refer to the “Buying and Selling Information” section of the SAI.

The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund’s NAV.

Because investments in the fund can be made only by the Adviser or an affiliate on behalf of its clients, the potential for excessive or short-term disruptive purchases and sales is reduced. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive trading of fund shares and the fund accommodates frequent trading.

The fund does not place a limit on purchases or sales of fund shares by the Adviser or its affiliates. The fund reserves the right, but does not have the obligation, to reject any purchase transaction at any time. In addition, the fund reserves the right to impose restrictions on disruptive, excessive, or short-term trading.

There is no minimum balance or purchase minimum for fund shares.

The price to buy one share is its NAV. Shares are sold without a sales charge.

Shares will be bought at the NAV next calculated after an order is received in proper form.

Provided the fund receives an order to buy shares in proper form before the close of business, the fund may place an order to buy shares of an underlying Fidelity® fund after the close of business, pursuant to a pre-determined allocation, and receive that day’s NAV.

Shares are generally available only to investors residing in the United States.

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering rules and other regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

The price to sell one share is its NAV.

Shares will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

 

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Provided the fund receives an order to sell shares in proper form before the close of business, the fund may place an order to sell shares of an underlying Fidelity® fund after the close of business, pursuant to a pre-determined allocation, and receive that day’s NAV.

See “Policies Concerning the Redemption of Fund Shares” below for additional redemption information.

Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.

Redemption proceeds may be paid in underlying fund shares, securities, or other property rather than in cash if the Adviser determines it is in the best interests of the fund.

When your relationship with the Adviser or one of its affiliates is terminated, your shares may be sold at the NAV next calculated, in which case the redemption proceeds will remain in your account pending your instruction.

Under applicable anti-money laundering rules and other regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

Policies Concerning the Redemption of Fund Shares

If your account is held directly with a fund, the length of time that a fund typically expects to pay redemption proceeds depends on the method you have elected to receive such proceeds. A fund typically expects to make payment of redemption proceeds by wire, automated clearing house (ACH) or by issuing a check by the next business day following receipt of a redemption order in proper form. Proceeds from the periodic and automatic sale of shares of a Fidelity® money market fund that are used to buy shares of another Fidelity® fund are settled simultaneously.

If your account is held through an intermediary, the length of time that a fund typically expects to pay redemption proceeds depends, in part, on the terms of the agreement in place between the intermediary and a fund. For redemption proceeds that are paid either directly to you from a fund or to your intermediary for transmittal to you, a fund typically expects to make payments by wire, by ACH or by issuing a check on the next business day following receipt of a redemption order in proper form from the intermediary by a fund. Redemption orders that are processed through investment professionals that utilize the National Securities Clearing Corporation will generally settle one to three business days following receipt of a redemption order in proper form.

As noted elsewhere, payment of redemption proceeds may take longer than the time a fund typically expects and may take up to seven days from the date of receipt of the redemption order as permitted by applicable law.

Redemption Methods Available. Generally a fund expects to pay redemption proceeds in cash. To do so, a fund typically expects to satisfy redemption requests either by using available cash (or cash equivalents) or by selling portfolio securities. On a less regular basis, a fund may also satisfy redemption requests by utilizing one or more of the following sources, if permitted: borrowing from another Fidelity® fund; drawing on an available line or lines of credit from a bank or banks; or using reverse repurchase agreements. These methods may be used during both normal and stressed market conditions.

In addition to paying redemption proceeds in cash, a fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash (redemption in-kind). Redemption in-kind proceeds will typically be made by delivering the selected securities to the redeeming shareholder within seven days after the receipt of the redemption order in proper form by a fund.

 

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Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions in July and December.

Distribution Options

Any dividends and capital gain distributions may be reinvested in additional shares or paid in cash.

Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Taxes on Distributions

Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund’s distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund’s distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

If the Adviser buys shares on your behalf when a fund has realized but not yet distributed income or capital gains, you will be “buying a dividend” by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on Transactions

Your redemptions may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Fund Services

Fund Management

The fund is a mutual fund, an investment that pools shareholders’ money and invests it toward a specified goal.

The fund employs a multi-manager and a fund of funds investment structure. The Adviser may allocate the fund’s assets among any number of sub-advisers or underlying funds. The Adviser may adjust allocations among underlying funds or sub-advisers from time to time, including making no allocation to, or terminating the sub-advisory contract with, a sub-adviser.

 

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Adviser

Strategic Advisers LLC. The Adviser is the fund’s manager. The address of the Adviser is 245 Summer Street, Boston, Massachusetts 02210.

As of December 31, 2019, the Adviser had approximately $436.6 billion in discretionary assets under management, and approximately $3.2 trillion when combined with all of its affiliates’ assets under management.

As the manager, the Adviser has overall responsibility for directing the fund’s investments and handling its business affairs.

Sub-Adviser(s)

AllianceBernstein, at 1345 Avenue of the Americas, New York, New York 10105, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, AllianceBernstein had approximately $596 billion in discretionary assets under management.

Aristotle Capital, at 11100 Santa Monica Boulevard, Suite 1700, Los Angeles, California 90025, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, Aristotle Capital had approximately $30.0 billion in discretionary assets under management.

Brandywine Global, at 1735 Market Street, Philadelphia, Pennsylvania 19103, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, Brandywine Global had approximately $65.0 billion in discretionary assets under management.

ClariVest, at 3611 Valley Centre Drive, Suite 100, San Diego, California 92130, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, ClariVest had approximately $5.1 billion in discretionary assets under management.

ClearBridge, at 620 Eighth Avenue, New York, New York 10018, has been retained to serve as a sub-adviser for the fund. As of March 31, 2020, ClearBridge had approximately $120.5 billion in assets under management.

FIAM, at 900 Salem Street, Smithfield, Rhode Island 02917, has been retained to serve as a sub-adviser for the fund. FIAM is an affiliate of Strategic Advisers. As of December 31, 2019, FIAM had approximately $102.9 billion in discretionary assets under management.

Other investment advisers have been retained to assist FIAM with foreign investments:

FMR UK, at 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom, has been retained to serve as a sub-subadviser for the fund. As of December 31, 2019, FMR UK had approximately $23.9 billion in discretionary assets under management. FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR UK is an affiliate of both FIAM and the Adviser.

FMR H.K., at Floor 19, 41 Connaught Road Central, Hong Kong, has been retained to serve as a sub-subadviser for the fund. As of December 31, 2019, FMR H.K. had approximately $16.5 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR H.K. is an affiliate of both FIAM and the Adviser.

FMR Japan, at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, has been retained to serve as a sub-subadviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of both FIAM and the Adviser.

 

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Geode, at 100 Summer Street, 12th Floor, Boston, Massachusetts 02110, has been retained to serve as a sub-adviser for the fund. As of December 31, 2019, Geode had approximately $554 billion in discretionary assets under management.

Invesco, at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, has been retained to serve as a sub-adviser for the fund. As of March 31, 2020, Invesco had approximately $1,053.4 billion in discretionary assets under management.

JPMorgan, at 383 Madison Avenue, New York, New York 10179, has been retained to serve as a sub-adviser for the fund. As of March 31, 2020, JPMorgan had approximately $1.89 trillion in assets under management.

Loomis Sayles, at One Financial Center, Boston, Massachusetts 02111, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, Loomis Sayles had approximately $301 billion in assets under management.

LSV, at 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, LSV had approximately $90 billion in discretionary assets under management.

PineBridge, at Park Avenue Tower, 65 E 55th St, 6th Floor, New York, New York 10022, has been retained to serve as a sub-adviser for the fund. As of May 31, 2020, PineBridge had approximately $103.37 billion in assets under management.

Principal, at 801 Grand Avenue, Des Moines, Iowa 50392, has been retained to serve as a sub-adviser for the fund. As of March 31, 2020, Principal had approximately $437.08 billion in assets under management.

T. Rowe Price, at 100 East Pratt Street, Baltimore, Maryland 21202, has been retained to serve as a sub-adviser for the fund. As of March 31, 2020, T. Rowe Price had approximately $1.01 trillion in assets under management.

Portfolio Manager(s)

John A. Stone is lead portfolio manager of the fund, which he has managed since 2020. He also manages other funds. Mr. Stone joined Fidelity Investments in 1993 as a customer service team leader and also worked as a financial analyst and investment strategist. In 2006, Mr. Stone left Fidelity Investments and joined Mercer Global Investments as a portfolio manager and Principal. Since returning to Fidelity Investments in 2008, Mr. Stone has worked as a portfolio manager.

Gopalakrishnan Anantanatarajan is co-manager of the fund, which he has managed since 2020. He also manages other funds. Since joining Fidelity Investments in 2006, Mr. Anantanatarajan has worked as a senior research analyst, research analyst, research associate, a senior research associate, and portfolio manager.

Niall Devitt is co-manager of the fund, which he has managed since 2020. He also manages other funds. Mr. Devitt joined Fidelity Investments in 2001 and has been a part of Strategic Advisers since 2006 where he has worked as a research associate, analyst, and portfolio manager.

The SAI provides additional information about the compensation of, any other accounts managed by, and any fund shares held by the portfolio manager(s).

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

 

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Advisory Fee(s)

The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month.

The fund’s management fee is calculated by adding the annual rate of 0.25% of the fund’s average daily net assets throughout the month plus the total fees payable monthly to the fund’s sub-advisers, if any, based upon each sub-adviser’s respective allocated portion of the fund’s assets. Because the fund’s management fee rate may fluctuate, the fund’s management fee may be higher or lower in the future. The fund’s maximum aggregate annual management fee will not exceed 0.65% of the fund’s average daily net assets.

The Adviser has contractually agreed to waive a portion of the fund’s management fee in an amount equal to 0.25% of the fund’s average daily net assets through September 30, 2023.

In return for the services of the fund’s sub-advisers, the Adviser will pay AllianceBernstein, Aristotle Capital, Brandywine Global, ClariVest, ClearBridge, FIAM, Geode, Invesco, JPMorgan, Loomis Sayles, LSV, PineBridge, Principal, and T. Rowe Price the fee (as described above) payable to that sub-adviser. FIAM, in turn, will pay FMR UK, FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract, sub-advisory agreements, and sub-subadvisory agreements for the fund will be included in the fund’s semi-annual report for the fiscal period ending November  30, 2020, when available.

Fund Distribution

FDC distributes the fund’s shares.

Distribution and Service Plan(s)

The fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) with respect to its shares that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the fund and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for shares of the fund.

Affiliates of the Adviser may receive service fees or distribution fees or both with respect to underlying funds that participate in Fidelity’s FundsNetwork®.

If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of the fund’s assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

 

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Appendix

Additional Index Information

S&P 500® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Russell 1000® Index is a market capitalization-weighted index designed to measure the performance of the large-cap segment of the U.S. equity market.

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver’s license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity’s control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers’ licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the fund. A description of the fund’s policies and procedures for disclosing its holdings is available in its SAI and on Fidelity’s web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). A financial report will be available once the fund has completed its first annual or semi-annual period. The fund’s annual and semi-annual reports also include additional information. The fund’s annual report includes a discussion of the fund’s holdings and recent market conditions and the fund’s investment strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-544-3455. In addition, you may visit Fidelity’s web site at www.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

The SAI, the fund’s annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC’s web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund’s SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC’s Public Reference Room.

 

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Investment Company Act of 1940, File Number, 811-21991

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Strategic Advisers, Fidelity Investments & Pyramid Design, Fidelity, and FundsNetwork are registered service marks of FMR LLC.© 2020 FMR LLC. All rights reserved.

Any third-party marks that may appear above are the marks of their respective owners.

 

1.9899743.100    LGC-PRO-0720

 

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Strategic Advisers Core Fund

Strategic Advisers Growth Fund

Strategic Advisers Value Fund

Strategic Advisers Large Cap Fund

(Series of Fidelity Rutland Square Trust II )

FORM N-14

STATEMENT OF ADDITIONAL INFORMATION

September 8, 2020

This Statement of Additional Information (SAI) relates to the proposed acquisition of Strategic Advisers Core Fund (Core Fund), Strategic Advisers Growth Fund (Growth Fund), and Strategic Advisers Value Fund (Value Fund), series of Fidelity Rutland Square Trust II, by Strategic Advisers Large Cap Fund (Large Cap Fund), a series of Fidelity Rutland Square Trust II. This SAI contains information that may be of interest to shareholders, but which is not included in the Proxy Statement which relates to the Reorganization. As described in the Proxy Statement, Large Cap Fund will acquire all of the assets of Core Fund, Growth Fund, and Value Fund and assume all of Core Fund’s, Growth Fund’s, and Value Fund’s liabilities, in exchange solely for shares of beneficial interest in Large Cap Fund.

This SAI is not a prospectus and should be read in conjunction with the Proxy Statement. The Proxy Statement has been filed with the Securities and Exchange Commission and may be obtained, without charge, from Fidelity Distributors Company LLC, 900 Salem Street, Smithfield, RI 02917.

This SAI consists of this cover page and the following described documents, each of which is incorporated herein by reference:

 

  1.

The Prospectus of Large Cap Fund dated July 29, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003375).

 

  2.

The Statement of Additional Information of Large Cap Fund dated July 29, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003375).

 

  3.

The Prospectus of Core Fund dated July 30, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003302).

 

  4.

The Statement of Additional Information of Core Fund dated July 30, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003302).

 

  5.

The Prospectus of Growth Fund dated July 30, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003302).

 

  6.

The Statement of Additional Information of Growth Fund dated July 30, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003302).

 

  7.

The Prospectus of Value Fund dated July 30, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003302).


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  8.

The Statement of Additional Information of Value Fund dated July 30, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003302).

 

  9.

The Financial Statements included in the Annual Report of Core Fund for the fiscal year ended May 31, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003224).

 

  10.

The Financial Statements included in the Annual Report of Growth Fund for the fiscal year ended May 31, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003224).

 

  11.

The Financial Statements included in the Annual Report of Value Fund for the fiscal year ended May 31, 2020, which was previously filed via EDGAR (Accession No. 0001379491-20-003224).

PRO FORMA FINANCIAL STATEMENTS

The Pro Forma Financial Statements for the Reorganization are provided on the following pages.


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Fidelity Rutland Square Trust II: Strategic Advisers Large Cap Fund

Fidelity Rutland Square Trust II: Strategic Advisers Core Fund

Fidelity Rutland Square Trust II: Strategic Advisers Growth Fund

Fidelity Rutland Square Trust II: Strategic Advisers Value Fund

Notes to Pro Forma Combined Financial Statements

(Unaudited)

1. Basis of Presentation:

The accompanying unaudited Pro Forma Combined Schedule of Investments and Statement of Assets and Liabilities reflect balances as of May 31, 2020 and the unaudited Pro Forma Combined Statement of Operations reflect results for the twelve months ended May 31, 2020, as if the merger had occurred on the first day of the year presented (June 1, 2019). The unaudited pro forma financial statements are presented to show the effect of the proposed merger per Rule 3-18 of Regulation S-X of Strategic Advisers Core Fund, Strategic Advisers Growth Fund and Strategic Advisers Value Fund (the “Acquired Funds”) into Strategic Advisers Large Cap Fund (the “Acquiring Fund”), a new series of Fidelity Rutland Square Trust II. Strategic Advisers Core Fund is considered the accounting survivor, if the merger is approved the acquiring fund will assume the performance record of Strategic Advisers Core Fund.

The unaudited pro forma financial statements were derived from financial statements prepared for the Acquired Funds in accordance with generally accepted accounting principles. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements which are incorporated by reference in the Statement of Additional Information (“SAI”) to this Proxy Statement and Prospectus for the Acquired Funds. The reorganization is expected to qualify as a tax-free transaction with no gain or loss recognized by the funds or their shareholders.

2. 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 each Fund’s investments to the Fair Value Committee (the Committee) established by each Fund’s investment adviser. In accordance with valuation policies and procedures approved by the Board, the Acquired Fund and Acquiring 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 each Fund’s investments and ratifies the fair value determinations of the Committee.


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The Acquired Funds categorize 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 each 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 are 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. 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.


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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, 2020, is included at the end of the listing within Strategic Advisers Large Cap Fund Combined Pro Forma Portfolio (unaudited).

3. Investment Transactions and Income.

For financial reporting purposes, the Funds’ 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 Funds are 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 Funds represent a return of capital or capital gain. The Funds determine 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.

4. 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.

5. Merger Costs:

Strategic Advisers Growth Fund and Strategic Advisers Value Fund will bear their respective costs of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and Proxy Statement, together with the cost of any supplementary solicitation. The estimated one time expenses related to the Reorganization for Strategic Advisers Growth Fund and Strategic Advisers Value Fund is $77,349 and $77,275, respectively. Strategic Advisers will bear Strategic Advisers Core Fund’s one time Reorganization expense of $77,376 pursuant to its all-inclusive management contract.


Table of Contents

6. Capital Shares:

Shareholders of the Acquired Funds would become shareholders of the Acquiring Fund receiving shares of the Acquiring Fund equal to the value of their holdings in each Acquired Fund. The amount of additional shares assumed to be issued was calculated based on the May 31, 2020 net assets of each Acquired Fund and the net asset value per share of the Acquiring Fund as disclosed within the Pro Forma Combined Statement of Assets and Liabilities (unaudited).

7. Use of Estimates:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates.

8. Federal Income Taxes:

Each year, each of the Funds 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 income taxes is required.


Table of Contents

Fidelity Rutland Square Trust II: Strategic Advisers Large Cap Fund

Fidelity Rutland Square Trust II: Strategic Advisers Core Fund

Fidelity Rutland Square Trust II: Strategic Advisers Growth Fund

Fidelity Rutland Square Trust II: Strategic Advisers Value Fund

Pro Forma Combined Statement of Assets & Liabilities

As of May 31, 2020 (Unaudited)

 

    Strategic Advisers     Strategic Advisers     Strategic Advisers     Strategic Advisers                 Strategic Advisers  
    Large Cap Fund(b)
(Acquiring Fund)
    Core Fund
(Acquired Fund)
    Growth Fund
(Acquired Fund)
    Value Fund
(Acquired Fund)
    Combined     Pro Forma
Adjustments
    Large Cap Fund
Pro Forma Combined
 

Assets

             

Investments in securities, at value:

             

Unaffiliated issuers

  $ —       $ 23,496,495,844     $ 5,497,511,985     $ 7,567,600,426     $ 36,561,608,255     $ —       $ 36,561,608,255  

Fidelity Central Funds

    —         90,811,562       —         52,526,246       143,337,808       —         143,337,808  

Affiliated issuers

    —         3,446,713,965       3,410,102,579       1,073,319,555       7,930,136,099       —         7,930,136,099  

Cash

    —         —         223       44       267       (267 )(a)      —    

Foreign currency held at value

      2,031,709       —         —         2,031,709       —         2,031,709  

Receivable for investments sold

    —         102,452,628       923,242       7,413,389       110,789,259       —         110,789,259  

Receivable for fund shares sold

    —         8,793,026       2,742,204       2,736,120       14,271,350         14,271,350  

Dividends receivable

    —         35,758,074       4,699,596       21,345,538       61,803,208       —         61,803,208  

Distributions receivable from Fidelity Central Funds

    —         78,821       716       19,526       99,063       —         99,063  

Interest Receivable

    —         24,221       2,808       14,549       41,578       —         41,578  

Receivable for daily variation margin on future contracts

    —         57,525       —         —         57,525       —         57,525  

Prepaid expenses

    —         —         33,645       32,777       66,422       —         66,422  

Other receivables

    —         290,653       145,791       146,873       583,317       —         583,317  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    —         27,183,508,028       8,916,162,789       8,725,155,043       44,824,825,860       (267     44,824,825,593  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

             

Payable to custodian Bank

  $ —       $ 619,101     $ —       $ —       $ 619,101     $ (267 )(a)    $ 618,834  

Payable for investments purchased

    —         89,290,434       5,894,994       1,333,785       96,519,213       —         96,519,213  

Payable for fund shares redeemed

    —         11,073,506       3,665,446       3,596,909       18,335,861       —         18,335,861  

Accrued management fee

    —         4,111,904       847,390       1,308,763       6,268,057       —         6,268,057  

Written options, at value

    —         341,590       —         —         341,590       —         341,590  

Other payables and accrued expenses

    —         290,506 (e)      245,100 (e)      224,188 (e)      759,794       —         759,794  

Collateral on securities loaned, at value

    —         51,699,718       —         52,528,895       104,228,613       —         104,228,613  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    —         157,426,759       10,652,930       58,992,540       227,072,229       (267     227,071,962  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets

  $ —       $ 27,026,081,269     $ 8,905,509,859     $ 8,666,162,503     $ 44,597,753,631     $ —       $ 44,597,753,631  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets consist of:

             

Paid in capital

  $ —       $ 19,007,589,924     $ 4,116,614,302     $ 6,871,965,970     $ 29,996,170,196     $ —       $ 29,996,170,196  

Total accumulated earnings (loss)

    —         8,018,491,345       4,788,895,557       1,794,196,533       14,601,583,435       —         14,601,583,435  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets

  $ —       $ 27,026,081,269     $ 8,905,509,859     $ 8,666,162,503     $ 44,597,753,631     $ —       $ 44,597,753,631  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Book cost of respective Fund:

  $ —       $ 18,948,703,354     $ 4,748,539,766     $ 7,190,892,720     $ 30,888,135,840     $ —       $ 30,888,135,840  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


Table of Contents
    Strategic Advisers     Strategic Advisers     Strategic Advisers     Strategic Advisers                    
    Large Cap Fund(b)
(Acquiring Fund)
    Core Fund
(Acquired Fund)
    Growth Fund
(Acquired Fund)
    Value Fund
(Acquired Fund)
    Combined     Pro Forma
Adjustments
    Pro Forma Combined  

Net Assets

  $ —       $ 27,026,081,269     $ 8,905,509,859     $ 8,666,162,503     $ 44,597,753,631     $ —         $ 44,597,753,631  

Offering price and redemption price per share

  $ —       $ 18.29     $ 19.66     $ 16.27     $       $ 10.00 (c)    $ 10.00 (c) 

Shares outstanding

    —         1,477,889,462       452,953,854       532,532,088         4,459,775,363 (d)      4,459,775,363  

 

(a)

Adjustment to consolidate cash balances.

(b)

Strategic Advisers Large Cap Fund will commence operations in November 2020.

(c)

Strategic Advisers Large Cap Fund expected to launch at $10.00 net asset value per share.

(d)

Per Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post merger.

(e)

Proxy related expenses, representing approximately $77,376 for Strategic Advisers Core Fund, $77,349 Strategic Advisers Growth Fund and $77,275 for Strategic Advisers Value Fund, are excluded from the Pro Forma combined fund analysis. Strategic Advisers will bear the proxy related expense for Strategic Advisers Core Fund pursuant to its all-inclusive management contract.


Table of Contents

Fidelity Rutland Square Trust II: Strategic Advisers Large Cap Fund

Fidelity Rutland Square Trust II: Strategic Advisers Core Fund

Fidelity Rutland Square Trust II: Strategic Advisers Growth Fund

Fidelity Rutland Square Trust II: Strategic Advisers Value Fund

Pro Forma Combined Statement of Operations

12 months ended May 31, 2020 (Unaudited)

 

     Strategic Advisers
Large Cap Fund (f)
     Strategic Advisers
Core Fund
    Strategic Advisers
Growth Fund
    Strategic Advisers
Value Fund
                Strategic Advisers
Large Cap Fund
 
          Pro Forma  
     (Acquiring Fund)      (Acquired Fund)     (Acquiring Fund)     (Acquired Fund)     Combined     Adjustments     Pro Forma Combined  

Investment Income

               

Dividends Unaffiliated issuers

   $ —        $ 453,231,722     $ 54,555,552     $ 236,031,766     $ 743,819,040     $ —       $ 743,819,040  

Dividends Affiliated issuers

     —          46,370,495       142,109,759       9,188,640       197,668,894       —         197,668,894  

Interest

     —          3,599,771       776,447       1,627,206       6,003,424       —         6,003,424  

Income from Fidelity Central Funds

     —          2,153,118       25,868       796,564       2,975,550       —         2,975,550  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Income

     —          505,355,106       197,467,626       247,644,176       950,466,908       —         950,466,908  

Expenses

               

Management fee

     —          117,699,434       33,269,453       40,803,189       191,772,076       (2,946,745 )(a)      188,825,331  

Accounting and security lending fees

     —          —         106,560       106,648       213,208       (213,208 )(b)      —    

Custodian fees and expenses

     —          —         54,400       87,602       142,002       267,930 (c)      409,932  

Independent trustees’ fees and expenses

     —          292,533       107,543       106,120       506,196       —         506,196  

Registration fees

     —          —         81,113       77,522       158,635       —         158,635  

Audit

     —          —         76,618       77,210       153,828       (75,828 )(d)      78,000  

Legal

     —          —         35,856       36,549       72,405       91,830 (c)      164,235  

Miscellaneous

     —          64,061 (e)      85,248 (e)      84,050 (e)      233,359       158,311 (c)      391,670  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses before reductions

     —          118,056,028       33,816,791       41,378,890       193,251,709       (2,717,710     190,533,999  

Expenses reductions

     —          (66,625,576     (23,513,811     (23,135,670     (113,275,057     —         (113,275,057
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     —          51,430,452       10,302,980       18,243,220       79,976,652       (2,717,710     77,258,942  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     —          453,924,654       187,164,646       229,400,956       870,490,256       2,717,710       873,207,966  

Realized and Unrealized Gain (Loss)

               

Net realized gain (loss) on:

               

Investment securities:

               

Unaffiliated issuers

     —          215,756,405       691,141,132       511,887,318       1,418,784,855       —         1,418,784,855  

Other Affiliated issuers

     —          (32,073,187     210,219,417       (55,347,321     122,798,909       —         122,798,909  

Fidelity Central Funds

     —          4,179       (24     2,332       6,487       —         6,487  

Foreign currency transactions

     —          (145,815     —         840       (144,975     —         (144,975

Futures contracts

     —          613,157       —         —         613,157       —         613,157  

Written options

     —          505,497       —         —         505,497       —         505,497  

Capital gain distributions from underlying funds: Unaffiliated issuers

     —          310,077,352       14,059,313       13,976,292       338,112,957       —         338,112,957  

Capital gain distributions from underlying funds: Other affiliated issuers

     —          260,402,406       113,647,230       9,668,368       383,718,004       —         383,718,004  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized gain (loss)

     —          755,139,994       1,029,067,068       480,187,829       2,264,394,891       —         2,264,394,891  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net unrealized appreciation (depreciation) on:

               

Investment securities

               

Unaffiliated issuers

     —          1,631,135,086       366,839,946       (738,591,037     1,259,383,995       —         1,259,383,995  

Fidelity Central Funds

     —          —         1       —         1       —         1  

Other affiliated issuers

     —          184,399,819       603,798,285       95,324,774       883,522,878       —         883,522,878  

Assets and liabilities in foreign currencies

     —          41,769       —         —         41,769       —         41,769  

Futures contracts

     —          6,433,550       —         —         6,433,550       —         6,433,550  

Written options

     —          868,541       —         —         868,541       —         868,541  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total change in net unrealized appreciation (depreciation)

     —          1,822,878,765       970,638,232       (643,266,263     2,150,250,734       —         2,150,250,734  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Gain (Loss)

     —          2,578,018,759       1,999,705,300       (163,078,434     4,414,645,625       —         4,414,645,625  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ —        $ 3,031,943,413     $ 2,186,869,946     $ 66,322,522     $ 5,285,135,881     $ 2,717,710     $ 5,287,853,591  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


Table of Contents
(a)

Management fee adjustment reflects the Acquiring Fund’s projected management fee rate applied to the Pro Forma Combined fund’s average net assets.

(b)

Accounting fees removed per contract change effective July 1, 2019.

(c)

Increase in expenses based on conversion of certain Strategic Advisers Core Fund’s expense into Pro Forma Combined fund.

(d)

Decrease in expenses based on approved fees and allocations.

(e)

Proxy related expenses, representing approximately $77,376 for Strategic Advisers Core Fund, $77,349 Strategic Advisers Growth Fund and $77,275 for Strategic Advisers Value Fund, are excluded from the Pro Forma combined fund analysis. Strategic Advisers will bear the proxy related expense for Strategic Advisers Core Fund pursuant to its all-inclusive management contract.

(f)

Strategic Advisers Large Cap Fund will commence operations in November 2020.


Table of Contents

Capitalization Table

The following tables show the capitalization of the Funds as of July 31, 2020 (unaudited) and on a pro forma combined basis (unaudited) as of that date giving effect to the Reorganization.

 

     Net Assets      Net Asset Value
Per Share
     Shares
Outstanding
 

Strategic Advisers Large Cap Fund (f)

     N/A        N/A        N/A  

Strategic Advisers Core Fund (c)

   $ 30,138,684,907      $ 19.75        1,525,748,068  

Strategic Advisers Growth Fund (d)

   $ 9,431,250,498      $ 22.00        428,741,741  

Strategic Advisers Value Fund (e)

   $ 8,389,484,323      $ 16.77        500,157,516  

Pro Forma

 

Strategic Advisers Large Cap Fund

   $ 47,959,419,728      $ 10.00        4,795,941,973  

 

(a)

To comply with Rule 3-18 of Regulation S-X, the pro-forma financial statements will be based on the most recent audited annual report of the Acquiring Fund. If these are more than 245 days old as of the effective date of the N-14 filing, interim financial statements covering a 12 month period will be used. In addition, per Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post merger.

(b)

Strategic Advisers Large Cap Fund expected to launch at $10.00 net asset value per share.

(c)

Strategic Advisers Core Fund’s estimated one time proxy costs is $77,376. Strategic Advisers will bear the funds one time proxy cost pursuant to its all-inclusive management contract.

(d)

Strategic Advisers Growth Fund’s estimated one time proxy costs is $77,349.

(e)

Strategic Advisers Value Fund’s estimated one time proxy costs is $77,275.

(f)

The fund will commence operations in November 2020.


Table of Contents

Fidelity Rutland Square Trust II: Strategic Advisers Core Fund

Fidelity Rutland Square Trust II: Strategic Advisers Value Fund

Fidelity Rutland Square Trust II: Strategic Advisers Growth Fund

Pro Forma Combined Investments

As of May 31, 2020 (Unaudited)

 

                                                                                                                                                                                                                               
    Strategic Advisers Core Fund     Strategic Advisers Growth Fund     Strategic Advisers Value Fund     Strategic Advisers Large Cap Fund  
    (Acquired Fund)     (Acquired Fund)     (Acquired Fund)     Pro Forma Combined  

Investments May 31, 2020 (Unaudited)

               

Showing Percentage of Net Assets

               
Common Stocks – 76.4%   Shares     Value     Shares     Value     Shares     Value     Shares     Value  

COMMUNICATION SERVICES

               

Diversified Telecommunication Services

               

AT&T, Inc.

    1,720,866     $ 53,105,925                   0     $ 0                   4,629,400     $ 142,863,284                   6,350,266     $ 195,969,209              

CenturyLink, Inc.

    146,756       1,442,611       0       0       0       0       146,756       1,442,611  

Verizon Communications, Inc.

    2,187,037       125,492,183       0       0       3,295,323       189,085,634       5,482,360       314,577,817  

Vonage Holdings Corp.

    207,800       2,001,114 (a)      0       0       0       0       207,800       2,001,114 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      182,041,833         0         331,948,918         513,990,751  
   

 

 

     

 

 

     

 

 

     

 

 

 

Entertainment

               

Activision Blizzard, Inc.

    1,648,801       118,680,696       280,100       20,161,598       0       0       1,928,901       138,842,294  

DouYu International Holdings Ltd. ADR

    340,700       3,066,300 (e)      0       0       0       0       340,700       3,066,300 (e) 

Electronic Arts, Inc.

    319,078       39,208,305 (a)      0       0       120,400       14,794,752 (a)      439,478       54,003,057 (a) 

Live Nation Entertainment, Inc.

    40,772       2,004,352 (a)      0       0       0       0       40,772       2,004,352 (a) 

Netflix, Inc.

    388,785       163,184,728 (a)      0       0       0       0       388,785       163,184,728 (a) 

Spotify Technology SA

    9,600       1,736,928 (a)      0       0       0       0       9,600       1,736,928 (a) 

Take-Two Interactive Software, Inc.

    43,610       5,938,374 (a)      0       0       0       0       43,610       5,938,374 (a) 

The Walt Disney Co.

    524,569       61,531,944       429,585       50,390,321       0       0       954,154       111,922,265  

Vivendi SA

    1,788,416       40,892,745       0       0       0       0       1,788,416       40,892,745  
   

 

 

     

 

 

     

 

 

     

 

 

 
      436,244,372         70,551,919         14,794,752         521,591,043  
   

 

 

     

 

 

     

 

 

     

 

 

 

Interactive Media & Services

               

Alphabet, Inc.:

               

Class A

    154,176       221,014,380 (a)      91,041       130,509,094 (a)      7,196       10,315,610 (a)      252,413       361,839,084 (a) 

Class C

    383,018       547,302,081 (a)      92,124       131,637,826 (a)      0       0       475,142       678,939,907 (a) 

ANGI Homeservices, Inc. Class A

    39,600       429,660 (a)(e)      0       0       0       0       39,600       429,660 (a)(e) 

Facebook, Inc. Class A

    2,040,762       459,355,119 (a)      926,055       208,445,720 (a)      0       0       2,966,817       667,800,839 (a) 

Match Group, Inc.

    32,600       2,902,704 (a)(e)      0       0       0       0       32,600       2,902,704 (a)(e) 

Twitter, Inc.

    15,628       483,999 (a)      0       0       247,000       7,649,590 (a)      262,628       8,133,589 (a) 

Wise Talent Information Technology Co. Ltd.

    446,200       1,057,193 (a)      0       0       0       0       446,200       1,057,193 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,232,545,136         470,592,640         17,965,200         1,721,102,976  
   

 

 

     

 

 

     

 

 

     

 

 

 

Media

               

Charter Communications, Inc. Class A

    291,745       158,709,280       0       0       22,570       12,278,080 (a)      314,315       170,987,360 (a) 

Comcast Corp. Class A

    7,148,021       283,061,632         20,390,278       2,433,477       96,365,689       9,581,498       399,817,599  

Discovery Communications, Inc.:

               

Class A

    129,011       2,805,989 (a)(e)      0       0       63,100       1,372,425 (a)(e)      192,111       4,178,414 (a)(e) 

Class C (non-vtg.)

    748,950       14,671,931 (a)      0       0       254,978       4,995,019 (a)      1,003,928       19,666,950 (a) 

DISH Network Corp. Class A

    52,322       1,655,991 (a)      0       0       256,410       8,115,377 (a)      308,732       9,771,368 (a) 

Entercom Communications Corp. Class A

    0       0       0       0       625,195       1,044,076       625,195       1,044,076  

Fox Corp.:

               

Class A

    36,200       1,055,954       0       0       124,600       3,634,582       160,800       4,690,536  

Class B

    26,551       764,138       0       0       0       0       26,551       764,138  

Interpublic Group of Companies, Inc.

    246,900       4,224,459       0       0       133,770       2,288,805       380,670       6,513,264  

Liberty Broadband Corp. Class C

    343,573       46,938,943 (a)      0       0       0       0       343,573       46,938,943 (a) 

Liberty Global PLC Class C

    146,100       3,014,043 (a)      0       0       0       0       146,100       3,014,043 (a) 

Liberty Media Corp. Liberty Formula One Group Series C

    126,900       4,397,085 (a)      0       0       0       0       126,900       4,397,085 (a) 

Nexstar Broadcasting Group, Inc. Class A

    0       0       0       0       91,251       7,602,121       91,251       7,602,121  

Omnicom Group, Inc.

    116,119       6,362,160       0       0       89,719       4,915,704       205,838       11,277,864  

Tegna, Inc.

    64,900       760,628       0       0       471,200       5,522,464       536,100       6,283,092  

ViacomCBS, Inc. Class B

    137,252       2,846,606       0       0       458,687       9,513,168       595,939       12,359,774  
   

 

 

     

 

 

     

 

 

     

 

 

 
      531,268,839         20,390,278         157,647,510         709,306,627  
   

 

 

     

 

 

     

 

 

     

 

 

 

Wireless Telecommunication Services

               

T-Mobile U.S., Inc.

    491,272       49,146,851 (a)      0       0       0       0       491,272       49,146,851 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL COMMUNICATION SERVICES

      2,431,247,031         561,534,837         522,356,380         3,515,138,248  
   

 

 

     

 

 

     

 

 

     

 

 

 

CONSUMER DISCRETIONARY

               

Auto Components

               

Aptiv PLC

    309,730       23,338,156       115,137       8,675,573       105,229       7,929,005       530,096       39,942,734  


Table of Contents
                                                                                                                                                                                                                               

BorgWarner, Inc.

    326,996       10,512,921                   0       0                   391,316       12,580,809                     718,312         23,093,730              

Cooper Tire & Rubber Co.

    55,800       1,435,734       0       0       265,127       6,821,718       320,927       8,257,452  

Gentex Corp.

    28,600       756,184       0       0       98,267       2,598,179       126,867       3,354,363  

Lear Corp.

    49,700       5,270,685       0       0       176,456       18,713,159       226,156       23,983,844  

Magna International, Inc. Class A

    0       0       0       0       18,395       775,901       18,395       775,901  

Magna International, Inc. Class A (sub. vtg.)

    332,600       14,025,316       0       0       0       0       332,600       14,025,316  

The Goodyear Tire & Rubber Co.

    186,300       1,417,743       0       0       685,300       5,215,133       871,600       6,632,876  
   

 

 

     

 

 

     

 

 

     

 

 

 
      56,756,739         8,675,573         54,633,904         120,066,216  
   

 

 

     

 

 

     

 

 

     

 

 

 

Automobiles

               

Ferrari NV

    117,000       19,739,070 (e)      0       0       0       0       117,000       19,739,070 (e) 

Ford Motor Co.

    553,700       3,161,627       0       0       2,037,000       11,631,270       2,590,700       14,792,897  

General Motors Co.

    805,442       20,844,839       0       0       1,186,424       30,704,653       1,991,866       51,549,492  

Harley-Davidson, Inc.

    100,900       2,153,206 (e)      0       0       401,872       8,575,948 (e)      502,772       10,729,154 (e) 

Tesla, Inc.

    21,605       18,040,175 (a)      0       0       0       0       21,605       18,040,175 (a) 

Thor Industries, Inc.

    1,210       104,302       0       0       124,030       10,691,386       125,240       10,795,688  
   

 

 

     

 

 

     

 

 

     

 

 

 
      64,043,219         0         61,603,257         125,646,476  
   

 

 

     

 

 

     

 

 

     

 

 

 

Distributors

               

Genuine Parts Co.

    17,400       1,451,334       0       0       59,853       4,992,339       77,253       6,443,673  

LKQ Corp.

    193,135       5,303,487 (a)      0       0       126,300       3,468,198 (a)      319,435       8,771,685 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      6,754,821         0         8,460,537         15,215,358  
   

 

 

     

 

 

     

 

 

     

 

 

 

Diversified Consumer Services

               

Afya Ltd.

    105,134       2,065,883       0       0       0       0       105,134       2,065,883  
   

 

 

     

 

 

     

 

 

     

 

 

 

Hotels, Restaurants & Leisure

               

Brinker International, Inc.

    44,600       1,175,210         0       342,271       9,018,841       386,871       10,194,051  

Chipotle Mexican Grill, Inc.

    583       585,280 (a)        0       0       0       583       585,280 (a) 

Darden Restaurants, Inc.

    56,900       4,373,334         0       0       0       56,900       4,373,334  

Domino’s Pizza, Inc.

    4,750       1,832,740       35,600       13,735,904       0       0       40,350       15,568,644  

Hilton Worldwide Holdings, Inc.

    257,904       20,454,366       0       0       0       0       257,904       20,454,366  

Hyatt Hotels Corp. Class A

    4,100       225,869       0       0       14,179       781,121       18,279       1,006,990  

Las Vegas Sands Corp.

    161,919       7,762,397       0       0       0       0       161,919       7,762,397  

Marriott International, Inc. Class A

    204,600       18,107,100       0       0       0       0       204,600       18,107,100  

McDonald’s Corp.

    715,317       133,277,863       0       0       0       0       715,317       133,277,863  

MGM Mirage, Inc.

    217,700       3,740,086       0       0       0       0       217,700       3,740,086  

Royal Caribbean Cruises Ltd.

    24,500       1,270,815 (e)      0       0       94,500       4,901,715 (e)      119,000       6,172,530 (e) 

Starbucks Corp.

    293,791       22,912,760       371,575       28,979,134       0       0       665,366       51,891,894  

Wyndham Destinations, Inc.

    61,680       1,961,424           228,000       7,250,400       289,680       9,211,824  

Wyndham Hotels & Resorts, Inc.

    0       0           41,208       1,892,683       41,208       1,892,683  

Wynn Resorts Ltd.

    135,200       11,259,456           0       0       135,200       11,259,456  

Yum China Holdings, Inc.

    0       0       327,589       15,180,474           327,589       15,180,474  

Yum! Brands, Inc.

    1,083,186       97,194,280       240,308       21,562,837       0       0       1,323,494       118,757,117  
   

 

 

     

 

 

     

 

 

     

 

 

 
      326,132,980         79,458,349         23,844,760         429,436,089  
   

 

 

     

 

 

     

 

 

     

 

 

 

Household Durables

               

D.R. Horton, Inc.

    221,846       12,268,084         0       151,979       8,404,439       373,825       20,672,523  

Garmin Ltd.

    26,842       2,420,343         0           26,842       2,420,343  

Lennar Corp.:

               

Class A

    215,473       13,027,498       241,600       14,607,136       361,103       21,832,287       818,176       49,466,921  

Class B

    0       0       0       0       6,200       278,256       6,200       278,256  

Mohawk Industries, Inc.

    70,700       6,589,240 (a)      0       0       79,003       7,363,080 (a)      149,703       13,952,320 (a) 

Newell Brands, Inc.

    0       0       0       0       358,406       4,713,039       358,406       4,713,039  

PulteGroup, Inc.

    312,824       10,626,631       388,000       13,180,360       615,307       20,901,979       1,316,131       44,708,970  

Sony Corp. sponsored ADR

    0       0       0       0       179,000       11,592,040 (e)      179,000       11,592,040 (e) 

Whirlpool Corp.

    105,723       12,879,176       0       0       174,522       21,260,270       280,245       34,139,446  
   

 

 

     

 

 

     

 

 

     

 

 

 
      57,810,972         27,787,496         96,345,390         181,943,858  
   

 

 

     

 

 

     

 

 

     

 

 

 

Internet & Direct Marketing Retail

               

Alibaba Group Holding Ltd. sponsored ADR

    96,408       19,994,055 (a)      486,370       100,868,274 (a)      0       0       582,778       120,862,329 (a) 

Amazon.com, Inc.

    362,125       884,443,236 (a)      139,979       341,880,510 (a)      0       0       502,104       1,226,323,746 (a) 

eBay, Inc.

    323,594       14,736,471       0       0       841,000       38,299,140       1,164,594       53,035,611  

Expedia, Inc.

    11,600       921,968       0       0       0       0       11,600       921,968  

Ocado Group PLC

    28,900       782,001 (a)      0       0       0       0       28,900       782,001 (a) 

The Booking Holdings, Inc.

    76,280       125,054,958 (a)      8,413       13,792,440 (a)      5,618       9,210,262 (a)      90,311       148,057,660 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,045,932,689         456,541,224         47,509,402         1,549,983,315  
   

 

 

     

 

 

     

 

 

     

 

 

 

Leisure Products

               

Hasbro, Inc.

    57,035       4,192,643       0       0       0       0       57,035       4,192,643  
   

 

 

     

 

 

     

 

 

     

 

 

 


Table of Contents
                                                                                                                                                                                                                               

Multiline Retail

               

Big Lots, Inc.

    13,500       523,125                   0       0                   160,800       6,231,000                   174,300         6,754,125              

Dillard’s, Inc. Class A

    19,700       591,197 (e)      0       0       109,300       3,280,093 (e)      129,000       3,871,290 (e) 

Dollar General Corp.

    150,731       28,866,494       0       0       0       0       150,731       28,866,494  

Dollar Tree, Inc.

    272,142       26,634,538 (a)      0       0       0       0       272,142       26,634,538 (a) 

Kohl’s Corp.

    121,838       2,341,726       0       0       524,755       10,085,791       646,593       12,427,517  

Macy’s, Inc.

    103,200       656,352 (e)      0       0       348,100       2,213,916 (e)      451,300       2,870,268 (e) 

Nordstrom, Inc.

    0       0       0       0       232,156       3,744,676 (e)      232,156       3,744,676 (e) 

Target Corp.

    253,246       30,979,583       188,080       23,007,826       230,200       28,160,366       671,526       82,147,775  
   

 

 

     

 

 

     

 

 

     

 

 

 
      90,593,015         23,007,826         53,715,842         167,316,683  
   

 

 

     

 

 

     

 

 

     

 

 

 

Specialty Retail

               

Advance Auto Parts, Inc.

    20,227       2,818,026       182,231       25,388,423       27,500       3,831,300       229,958       32,037,749  

American Eagle Outfitters, Inc.

    110,600       1,013,096       0       0       464,400       4,253,904       575,000       5,267,000  

AutoZone, Inc.

    21,052       24,164,749 (a)      15,200       17,447,472 (a)      32,895       37,758,855 (a)      69,147       79,371,076 (a) 

Best Buy Co., Inc.

    325,725       25,435,865       0       0       502,105       39,209,379       827,830       64,645,244  

Burlington Stores, Inc.

    91,500       19,184,805 (a)      0       0       0       0       91,500       19,184,805 (a) 

CarMax, Inc.

    177,900       15,664,095 (a)      0       0       67,311       5,926,734 (a)      245,211       21,590,829 (a) 

Dick’s Sporting Goods, Inc.

    0       0       0       0       233,200       8,409,192       233,200       8,409,192  

Foot Locker, Inc.

    0       0       0       0       71,661       1,985,010       71,661       1,985,010  

Gap, Inc.

    101,600       904,240       0       0       0       0       101,600       904,240  

Lowe’s Companies, Inc.

    807,647       105,276,786       0       0       40,818       5,320,626       848,465       110,597,412  

Murphy U.S.A., Inc.

    0       0       0       0       52,406       6,084,337 (a)      52,406       6,084,337 (a) 

O’Reilly Automotive, Inc.

    212,364       88,606,755 (a)      0       0       0       0       212,364       88,606,755 (a) 

Office Depot, Inc.

    40,900       101,023       0       0       579,800       1,432,106       620,700       1,533,129  

Penske Automotive Group, Inc.

    60,300       2,156,328       0       0       177,500       6,347,400       237,800       8,503,728  

Ross Stores, Inc.

    341,829       33,143,740       0       0       0       0       341,829       33,143,740  

Sleep Number Corp.

    40,400       1,259,268 (a)      0       0       162,100       5,052,657 (a)      202,500       6,311,925 (a) 

The Home Depot, Inc.

    746,813       185,568,094       280,470       69,691,186       33,557       8,338,243       1,060,840       263,597,523  

TJX Companies, Inc.

    1,080,454       57,004,753       0       0       99,969       5,274,364       1,180,423       62,279,117  

Ulta Beauty, Inc.

    172,471       42,084,649 (a)      32,126       7,839,065 (a)      0       0       204,597       49,923,714 (a) 

Williams-Sonoma, Inc.

    9,300       773,853       0       0       71,848       5,978,472       81,148       6,752,325  
   

 

 

     

 

 

     

 

 

     

 

 

 
      605,160,125         120,366,146         145,202,579         870,728,850  
   

 

 

     

 

 

     

 

 

     

 

 

 

Textiles, Apparel & Luxury Goods

               

Carter’s, Inc.

    0       0       0       0       111,600       9,587,556       111,600       9,587,556  

Columbia Sportswear Co.

    69,400       5,070,364       0       0       102,847       7,514,002       172,247       12,584,366  

Hanesbrands, Inc.

    45,523       448,857       0       0       0       0       45,523       448,857  

NIKE, Inc. Class B

    721,675       71,142,722       0       0       0       0       721,675       71,142,722  

Ralph Lauren Corp.

    33,008       2,492,434       0       0       98,129       7,409,721       131,137       9,902,155  

Skechers U.S.A., Inc. Class A (sub. vtg.)

    16,000       501,120 (a)      0       0       55,200       1,728,864 (a)      71,200       2,229,984 (a) 

Tapestry, Inc.

    339,000       4,610,400       0       0       137,087       1,864,383       476,087       6,474,783  

VF Corp.

    178,600       10,019,460       0       0       0       0       178,600       10,019,460  
   

 

 

     

 

 

     

 

 

     

 

 

 
      94,285,357         0         28,104,526         122,389,883  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL CONSUMER DISCRETIONARY

      2,353,728,443         715,836,614         519,420,197         3,588,985,254  
   

 

 

     

 

 

     

 

 

     

 

 

 

CONSUMER STAPLES

               

Beverages

               

Anheuser-Busch InBev SA NV ADR

    33,800       1,584,544 (e)      193,048       9,050,090       0       0       226,848       10,634,634 (e) 

Coca-Cola European Partners PLC

    0       0       0       0       73,126       2,756,850       73,126       2,756,850  

Constellation Brands, Inc. Class A (sub. vtg.)

    314,062       54,238,507       0       0       0       0       314,062       54,238,507  

Diageo PLC sponsored ADR

    22,400       3,149,664       0       0       0       0       22,400       3,149,664  

Keurig Dr. Pepper, Inc.

    868,030       24,235,398       347,694       9,707,616       180,734       5,046,093       1,396,458       38,989,107  

Molson Coors Beverage Co. Class B

    94,200       3,575,832       0       0       443,782       16,845,965       537,982       20,421,797  

Monster Beverage Corp.

    661,840       47,592,914 (a)      999,566       71,878,791 (a)      0       0       1,661,406       119,471,705 (a) 

PepsiCo, Inc.

    598,296       78,705,839       0       0       0       0       598,296       78,705,839  

The Coca-Cola Co.

    2,129,902       99,423,825       251,746       11,751,503       226,000       10,549,680       2,607,648       121,725,008  
   

 

 

     

 

 

     

 

 

     

 

 

 
      312,506,523         102,388,000         35,198,588         450,093,111  
   

 

 

     

 

 

     

 

 

     

 

 

 

Food & Staples Retailing

               

Costco Wholesale Corp.

    247,519       76,352,186       185,181       57,122,783       0       0       432,700       133,474,969  

Kroger Co.

    259,450       8,463,259       0       0       1,361,702       44,418,719       1,621,152       52,881,978  

Performance Food Group Co.

    51,400       1,369,810 (a)      0       0       0       0       51,400       1,369,810 (a) 

Sprouts Farmers Market LLC

    54,280       1,364,056 (a)      407,600       10,242,988 (a)      0       0       461,880       11,607,044 (a) 

Sysco Corp.

    424,273       23,402,899       0       0       139,475       7,693,441       563,748       31,096,340  

Walgreens Boots Alliance, Inc.

    287,000       12,323,780       0       0       1,446,467       62,111,293       1,733,467       74,435,073  

Walmart, Inc.

    628,360       77,954,342 (i)      208,574       25,875,690       0       0       836,934       103,830,032 (i) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      201,230,332         93,241,461         114,223,453         408,695,246  
   

 

 

     

 

 

     

 

 

     

 

 

 

Food Products

               

Archer Daniels Midland Co.

    66,700       2,621,977       0       0       229,500       9,021,645       296,200       11,643,622  


Table of Contents
                                                                                                                                                                                                                               

Campbell Soup Co.

    45,855       2,337,688                   343,600       17,516,728                   0       0                   389,455         19,854,416              

Conagra Brands, Inc.

    1,652,317       57,484,108       0       0       719,100       25,017,489       2,371,417       82,501,597  

General Mills, Inc.

    30,927       1,949,638       0       0       0       0       30,927       1,949,638  

Ingredion, Inc.

    43,100       3,630,313       0       0       201,900       17,006,037       245,000       20,636,350  

Kellogg Co.

    40,800       2,664,648       0       0       140,559       9,179,908       181,359       11,844,556  

Mondelez International, Inc.

    1,297,883       67,645,662       0       0       0       0       1,297,883       67,645,662  

Pilgrim’s Pride Corp.

    119,600       2,472,132 (a)      0       0       270,400       5,589,168 (a)      390,000       8,061,300 (a) 

Post Holdings, Inc.

    91,900       8,000,814 (a)      0       0       101,652       8,849,823 (a)      193,552       16,850,637 (a) 

The a2 Milk Co. Ltd.

    187,816       2,217,093       0       0       0       0       187,816       2,217,093  

The Hershey Co.

    25,867       3,509,635       0       0       0       0       25,867       3,509,635  

The J.M. Smucker Co.

    63,570       7,242,530       0       0       286,945       32,691,644       350,515       39,934,174  

The Kraft Heinz Co.

    141,300       4,305,411       0       0       1,029,600       31,371,912       1,170,900       35,677,323  

Tyson Foods, Inc. Class A

    508,330       31,231,795       0       0       519,012       31,888,097       1,027,342       63,119,892  
   

 

 

     

 

 

     

 

 

     

 

 

 
      197,313,444         17,516,728         170,615,723         385,445,895  
   

 

 

     

 

 

     

 

 

     

 

 

 

Household Products

               

Church & Dwight Co., Inc.

    197,448       14,822,421       0       0       0       0       197,448       14,822,421  

Colgate-Palmolive Co.

    110,872       8,019,372       357,712       25,873,309       0       0       468,584       33,892,681  

Energizer Holdings, Inc.

    3,100       136,028       0       0       199,467       8,752,612 (e)      202,567       8,888,640 (e) 

Kimberly-Clark Corp.

    233,025       32,959,056       0       0       45,303       6,407,656       278,328       39,366,712  

Procter & Gamble Co.

    3,832,003       444,205,788       150,160       17,406,547       140,058       16,235,523       4,122,221       477,847,858  

Reckitt Benckiser Group PLC

    53,326       4,776,226       0       0       0       0       53,326       4,776,226  

Spectrum Brands Holdings, Inc.

    13,800       653,016       0       0       0       0       13,800       653,016  
   

 

 

     

 

 

     

 

 

     

 

 

 
      505,571,907         43,279,856         31,395,791         580,247,554  
   

 

 

     

 

 

     

 

 

     

 

 

 

Personal Products

               

Coty, Inc. Class A

    0       0       0       0       617,960       2,243,195       617,960       2,243,195  

Estee Lauder Companies, Inc. Class A

    90,092       17,790,467       0       0       0       0       90,092       17,790,467  

Unilever NV

    25,800       1,333,290       0       0       0       0       25,800       1,333,290  
   

 

 

     

 

 

     

 

 

     

 

 

 
      19,123,757         0         2,243,195         21,366,952  
   

 

 

     

 

 

     

 

 

     

 

 

 

Tobacco

               

Altria Group, Inc.

    3,185,200       124,382,060       0       0       0       0       3,185,200       124,382,060  

British American Tobacco PLC sponsored ADR

    241,800       9,691,344       0       0       0       0       241,800       9,691,344  

Philip Morris International, Inc.

    869,405       63,779,551       0       0       641,349       47,049,363       1,510,754       110,828,914  
   

 

 

     

 

 

     

 

 

     

 

 

 
      197,852,955         0         47,049,363         244,902,318  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL CONSUMER STAPLES

      1,433,598,918         256,426,045         400,726,113         2,090,751,076  
   

 

 

     

 

 

     

 

 

     

 

 

 

ENERGY

               

Energy Equipment & Services

               

Baker Hughes Co. Class A

    221,797       3,661,868         0       0       0       221,797       3,661,868  

Halliburton Co.

    1,445,700       16,986,975         0       0       0       1,445,700       16,986,975  

Helmerich & Payne, Inc.

    39,991       805,019         0       0       0       39,991       805,019  

Oceaneering International, Inc.

    219,767       1,410,904 (a)        0       0       0       219,767       1,410,904 (a) 

SBM Offshore NV

    75,400       1,028,646         0       0       0       75,400       1,028,646  

Schlumberger Ltd.

    298,588       5,514,920       642,014       11,857,999       0       0       940,602       17,372,919  

Subsea 7 SA

    343,200       1,970,070       0       0       0       0       343,200       1,970,070  

TechnipFMC PLC

    231,067       1,709,896       0       0       0       0       231,067       1,709,896  
   

 

 

     

 

 

     

 

 

     

 

 

 
      33,088,298         11,857,999       0       0         44,946,297  
   

 

 

     

 

 

     

 

 

     

 

 

 

Oil, Gas & Consumable Fuels

               

Africa Oil Corp.

    527,000       405,723 (a)(e)      0       0       0       0       527,000       405,723 (a)(e) 

Aker Bp ASA

    34,300       550,981       0       0       0       0       34,300       550,981  

Apache Corp.

    257,200       2,775,188       0       0       0       0       257,200       2,775,188  

Cabot Oil & Gas Corp.

    77,602       1,539,624       0       0       967,479       19,194,783       1,045,081       20,734,407  

Canadian Natural Resources Ltd.

    199,000       3,635,000       0       0       0       0       199,000       3,635,000  

Cenovus Energy, Inc. (Canada)

    2,292,800       9,991,502       0       0       0       0       2,292,800       9,991,502  

Cheniere Energy, Inc.

    22,700       1,006,745 (a)      0       0       0       0       22,700       1,006,745 (a) 

Chevron Corp.

    1,570,423       144,007,789       0       0       970,346       88,980,728       2,540,769       232,988,517  

Concho Resources, Inc.

    183,800       10,020,776       0       0       71,600       3,903,632       255,400       13,924,408  

ConocoPhillips Co.

    2,165,829       91,354,667       0       0       1,253,168       52,858,626       3,418,997       144,213,293  

Diamondback Energy, Inc.

    398,396       16,963,702       0       0       80,461       3,426,029       478,857       20,389,731  

Enbridge, Inc.

    605,204       19,638,870       0       0       0       0       605,204       19,638,870  

EOG Resources, Inc.

    1,361,834       69,412,679       0       0       0       0       1,361,834       69,412,679  

EQT Corp.

    0       0       0       0       369,163       4,924,634       369,163       4,924,634  

Equinor ASA sponsored ADR

    1,094,700       15,971,673       0       0       0       0       1,094,700       15,971,673  

Equitrans Midstream Corp.

    0       0       0       0       621,671       5,029,318 (e)      621,671       5,029,318 (e) 

Exxon Mobil Corp.

    1,716,208       78,035,978       0       0       0       0       1,716,208       78,035,978  

Galp Energia SGPS SA Class B

    160,000       1,903,711       0       0       0       0       160,000       1,903,711  

Gibson Energy, Inc.

    26,100       403,769       0       0       0       0       26,100       403,769  

Gulfport Energy Corp.

    0       0       0       0       1,106,553       1,670,895 (a)      1,106,553       1,670,895 (a) 

Hess Corp.

    737,600       35,013,872       0       0       0       0       737,600       35,013,872  


Table of Contents
                                                                                                                                                                                                                               

HollyFrontier Corp.

    96,612       3,038,447                   0       0                   0       0                   96,612         3,038,447              

Kinder Morgan, Inc.

    261,500       4,131,700       0       0       1,456,406       23,011,215       1,717,906       27,142,915  

Kosmos Energy Ltd.

    701,900       1,277,458       0       0       0       0       701,900       1,277,458  

Magellan Midstream Partners LP

    332,108       15,057,777       0       0       0       0       332,108       15,057,777  

Marathon Petroleum Corp.

    398,866       14,016,151       0       0       726,489       25,528,823       1,125,355       39,544,974  

MEG Energy Corp.

    512,500       1,191,125 (a)      0       0       0       0       512,500       1,191,125 (a) 

Noble Energy, Inc.

    33,804       295,109       0       0       0       0       33,804       295,109  

Occidental Petroleum Corp.

    28,319       366,731       0       0       0       0       28,319       366,731  

PBF Energy, Inc. Class A

    124,900       1,326,438       0       0       522,862       5,552,794       647,762       6,879,232  

Phillips 66 Co.

    276,353       21,627,386       0       0       789,048       61,750,896       1,065,401       83,378,282  

Pioneer Natural Resources Co.

    315,529       28,902,456       0       0       106,000       9,709,600       421,529       38,612,056  

Royal Dutch Shell PLC Class A sponsored ADR

    0       0       0       0       85,724       2,738,882 (e)      85,724       2,738,882 (e) 

Shell Midstream Partners LP

    45,900       619,191 (e)      0       0       0       0       45,900       619,191 (e) 

Suncor Energy, Inc.

    710,975       12,171,892       0       0       0       0       710,975       12,171,892  

Targa Resources Corp.

    214,300       3,833,827       0       0       0       0       214,300       3,833,827  

TC Energy Corp.

    70,250       3,161,953       0       0       0       0       70,250       3,161,953  

The Williams Companies, Inc.

    88,764       1,813,449       0       0       547,161       11,178,499       635,925       12,991,948  

Total SA sponsored ADR

    1,131,644       42,527,182       0       0       79,439       2,985,318       1,211,083       45,512,500  

Tourmaline Oil Corp.

    33,400       331,853       0       0       0       0       33,400       331,853  

Valero Energy Corp.

    333,813       22,245,298       0       0       725,670       48,358,649       1,059,483       70,603,947  
   

 

 

     

 

 

     

 

 

     

 

 

 
      680,567,672         0         370,803,321         1,051,370,993  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL ENERGY

      713,655,970         11,857,999         370,803,321         1,096,317,290  
   

 

 

     

 

 

     

 

 

     

 

 

 

FINANCIALS

               

Banks

               

Bank of America Corp.

    6,534,874       157,621,161       0       0       8,757,069       211,220,504       15,291,943       368,841,665  

BOK Financial Corp.

    0       0       0       0       69,000       3,514,860       69,000       3,514,860  

CIT Group, Inc.

    74,500       1,351,430       0       0       251,200       4,556,768       325,700       5,908,198  

Citigroup, Inc.

    2,574,303       123,334,857       0       0       2,294,173       109,913,828       4,868,476       233,248,685  

Citizens Financial Group, Inc.

    232,100       5,593,610       0       0       1,075,564       25,921,092       1,307,664       31,514,702  

Comerica, Inc.

    91,400       3,322,390       0       0       0       0       91,400       3,322,390  

Commerce Bancshares, Inc.

    13,400       853,982       0       0       150,161       9,569,761       163,561       10,423,743  

Cullen/Frost Bankers, Inc.

    6,700       508,999       0       0       83,768       6,363,855       90,468       6,872,854  

East West Bancorp, Inc.

    15,000       524,250       0       0       187,500       6,553,125       202,500       7,077,375  

EFG Eurobank Ergasias SA

    2,844,900       1,200,033 (a)      0       0       0       0       2,844,900       1,200,033 (a) 

Fifth Third Bancorp

    2,914,663       56,515,316       0       0       1,168,258       22,652,523       4,082,921       79,167,839  

First Horizon National Corp.

    421,100       3,937,285       0       0       0       0       421,100       3,937,285  

First Republic Bank

    155,355       16,804,750       0       0       44,589       4,823,192       199,944       21,627,942  

Huntington Bancshares, Inc.

    390,200       3,468,878       0       0       878,237       7,807,527       1,268,437       11,276,405  

JPMorgan Chase & Co.

    2,863,390       278,636,481       0       0       2,267,594       220,659,572       5,130,984       499,296,053  

KeyCorp

    2,187,568       25,922,681       0       0       1,651,496       19,570,228       3,839,064       45,492,909  

M&T Bank Corp.

    81,477       8,608,860       0       0       164,300       17,359,938       245,777       25,968,798  

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

    0       0       0       0       990,000       4,128,300       990,000       4,128,300  

PNC Financial Services Group, Inc.

    1,346,516       153,556,685       0       0       477,423       54,445,319       1,823,939       208,002,004  

Regions Financial Corp.

    764,600       8,647,626       0       0       2,571,460       29,083,213       3,336,060       37,730,839  

Signature Bank

    25,600       2,634,496       0       0       21,465       2,208,963       47,065       4,843,459  

Societe Generale Series A

    44,700       661,240       0       0       0       0       44,700       661,240  

SVB Financial Group

    132,037       28,354,946 (a)      0       0       21,300       4,574,175 (a)      153,337       32,929,121 (a) 

Synovus Financial Corp.

    57,300       1,099,587       0       0       0       0       57,300       1,099,587  

Truist Financial Corp.

    513,399       18,882,815       0       0       801,355       29,473,837       1,314,754       48,356,652  

U.S. Bancorp

    638,310       22,698,304       0       0       899,631       31,990,878       1,537,941       54,689,182  

Wells Fargo & Co.

    4,460,844       118,078,541       0       0       889,020       23,532,359       5,349,864       141,610,900  

Zions Bancorp NA

    20,400       671,262       0       0       70,161       2,308,648       90,561       2,979,910  
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,043,490,465         0         852,232,465         1,895,722,930  
   

 

 

     

 

 

     

 

 

     

 

 

 

Capital Markets

               

Ameriprise Financial, Inc.

    104,240       14,600,897       0       0       422,573       59,189,800       526,813       73,790,697  

Bank of New York Mellon Corp.

    550,230       20,452,049       168,100       6,248,277       379,625       14,110,661       1,097,955       40,810,987  

BlackRock, Inc. Class A

    110,897       58,624,590       0       0       63,977       33,820,801       174,874       92,445,391  

Cboe Global Markets, Inc.

    96,953       10,321,616       0       0       0       0       96,953       10,321,616  

Charles Schwab Corp.

    1,898,340       68,169,389       288,291       10,352,530       867,520       31,152,643       3,054,151       109,674,562  

CME Group, Inc.

    161,700       29,526,420       0       0       0       0       161,700       29,526,420  

E*TRADE Financial Corp.

    451,104       20,543,276       0       0       0       0       451,104       20,543,276  

Eaton Vance Corp. (non-vtg.)

    13,300       479,465       0       0       45,900       1,654,695       59,200       2,134,160  

FactSet Research Systems, Inc.

    0       0       91,298       28,075,048           91,298       28,075,048  

Goldman Sachs Group, Inc.

    621,159       122,051,532       41,900       8,232,931       240,734       47,301,824       903,793       177,586,287  

Intercontinental Exchange, Inc.

    677,062       65,844,280       0       0       0       0       677,062       65,844,280  

Invesco Ltd.

    0       0       0       0       251,820       2,007,005       251,820       2,007,005  

KKR & Co. LP

    427,500       11,863,125       0       0       0       0       427,500       11,863,125  

Legg Mason, Inc.

    4,600       229,218       0       0       0       0       4,600       229,218  

LPL Financial

    9,700       692,483       0       0       33,335       2,379,786       43,035       3,072,269  

MarketAxess Holdings, Inc.

    13,523       6,877,663       0       0       0       0       13,523       6,877,663  


Table of Contents
                                                                                                                                                                                                                               

Moody’s Corp.

    11,008       2,943,649                   0       0                   0       0                   11,008         2,943,649              

Morgan Stanley

    1,906,104       84,249,797       0       0       1,546,056       68,335,675       3,452,160       152,585,472  

MSCI, Inc.

    3,187       1,048,045       0       0       0       0       3,187       1,048,045  

Northern Trust Corp.

    199,700       15,778,297       0       0       173,848       13,735,730       373,548       29,514,027  

Raymond James Financial, Inc.

    167,400       11,597,472       0       0       57,222       3,964,340       224,622       15,561,812  

S&P Global, Inc.

    42,336       13,760,047       0       0       0       0       42,336       13,760,047  

SEI Investments Co.

    17,300       938,006       511,053       27,709,294       59,652       3,234,331       588,005       31,881,631  

State Street Corp.

    474,547       28,928,385       0       0       536,900       32,729,424       1,011,447       61,657,809  

T. Rowe Price Group, Inc.

    100,407       12,139,206       0       0       206,875       25,011,188       307,282       37,150,394  

TD Ameritrade Holding Corp.

    511,600       19,067,332       0       0       0       0       511,600       19,067,332  

Tradeweb Markets, Inc. Class A

    180,762       11,923,062       0       0       0       0       180,762       11,923,062  

Virtu Financial, Inc. Class A

    251,570       5,999,945       0       0       0       0       251,570       5,999,945  
   

 

 

     

 

 

     

 

 

     

 

 

 
      638,649,246         80,618,080         338,627,903         1,057,895,229  
   

 

 

     

 

 

     

 

 

     

 

 

 

Consumer Finance

               

360 Finance, Inc. ADR

    74,100       744,705 (a)      0       0       0       0       74,100       744,705 (a) 

Ally Financial, Inc.

    932,600       16,264,544       0       0       0       0       932,600       16,264,544  

American Express Co.

    349,021       33,181,426       164,812       15,668,677       447,325       42,527,188       961,158       91,377,291  

Capital One Financial Corp.

    1,357,345       92,353,754       0       0       841,856       57,279,882       2,199,201       149,633,636  

Credit Acceptance Corp.

    2,300       850,586 (a)(e)      0       0       7,787       2,879,788 (a)(e)      10,087       3,730,374 (a)(e) 

Discover Financial Services

    371,399       17,645,166       0       0       340,900       16,196,159       712,299       33,841,325  

Encore Capital Group, Inc.

    2,500       79,425 (a)      0       0       0       0       2,500       79,425 (a) 

Navient Corp.

    115,400       858,576       0       0       619,200       4,606,848       734,600       5,465,424  

OneMain Holdings, Inc.

    344,100       8,027,853       0       0       0       0       344,100       8,027,853  

Shriram Transport Finance Co. Ltd.

    167,300       1,266,395       0       0       0       0       167,300       1,266,395  

SLM Corp.

    434,992       3,297,239       0       0       0       0       434,992       3,297,239  

Synchrony Financial

    50,467       1,028,013       0       0       0       0       50,467       1,028,013  
   

 

 

     

 

 

     

 

 

     

 

 

 
      175,597,682         15,668,677         123,489,865         314,756,224  
   

 

 

     

 

 

     

 

 

     

 

 

 

Diversified Financial Services

               

AXA Equitable Holdings, Inc.

    2,586,699       49,431,818       0       0       191,800       3,665,298       2,778,499       53,097,116  

Berkshire Hathaway, Inc.:

        0       0          

Class A

    1       278,640 (a)      0       0       0       0       1       278,640 (a) 

Class B

    1,063,646       197,391,425 (a)      0       0       257,510       47,788,706       1,321,156       245,180,131 (a) 

Jefferies Financial Group, Inc.

    36,000       527,400       0       0       123,918       1,815,399       159,918       2,342,799  

Voya Financial, Inc.

    263,900       11,888,695       0       0       61,007       2,748,365       324,907       14,637,060  
   

 

 

     

 

 

     

 

 

     

 

 

 
      259,517,978       0       0         56,017,768         315,535,746  
   

 

 

     

 

 

     

 

 

     

 

 

 

Insurance

               

AFLAC, Inc.

    310,901       11,338,559       0       0       689,732       25,154,526       1,000,633       36,493,085  

Alleghany Corp.

    1,700       872,270       0       0       13,855       7,109,001       15,555       7,981,271  

Allstate Corp.

    169,359       16,565,004       0       0       487,215       47,654,499       656,574       64,219,503  

American Financial Group, Inc.

    32,900       1,981,896       0       0       97,800       5,891,472       130,700       7,873,368  

American International Group, Inc.

    2,104,007       63,246,450       0       0       488,609       14,687,587       2,592,616       77,934,037  

Aon PLC

    20,336       4,005,175       0       0       0       0       20,336       4,005,175  

Arch Capital Group Ltd.

    48,500       1,368,670 (a)      0       0       166,800       4,707,096 (a)      215,300       6,075,766 (a) 

Arthur J. Gallagher & Co.

    26,138       2,464,291       0       0       0       0       26,138       2,464,291  

Assurant, Inc.

    24,169       2,479,256       0       0       24,700       2,533,726       48,869       5,012,982  

Assured Guaranty Ltd.

    46,100       1,195,373       0       0       196,950       5,106,914       243,050       6,302,287  

Axis Capital Holdings Ltd.

    35,700       1,340,178       0       0       161,900       6,077,726       197,600       7,417,904  

Chubb Ltd.

    743,062       90,608,980       0       0       421,864       51,442,096       1,164,926       142,051,076  

CNA Financial Corp.

    0       0       0       0       37,800       1,142,694       37,800       1,142,694  

Everest Re Group Ltd.

    18,600       3,690,426       0       0       106,295       21,089,991       124,895       24,780,417  

Fairfax Financial Holdings Ltd. (sub. vtg.)

    4,900       1,361,153       0       0       17,863       4,970,558       22,763       6,331,711  

First American Financial Corp.

    11,800       595,782       0       0       40,500       2,044,845       52,300       2,640,627  

FNF Group

    32,900       1,049,510       0       0       113,337       3,615,450       146,237       4,664,960  

Globe Life, Inc.

    28,300       2,179,666       0       0       97,482       7,508,064       125,782       9,687,730  

Hanover Insurance Group, Inc.

    4,100       411,435       0       0       14,200       1,424,970       18,300       1,836,405  

Hartford Financial Services Group, Inc.

    348,270       13,335,258       0       0       455,977       17,459,359       804,247       30,794,617  

Lincoln National Corp.

    133,900       5,078,827       0       0       531,900       20,174,967       665,800       25,253,794  

Loews Corp.

    35,600       1,183,344       0       0       677,640       22,524,754       713,240       23,708,098  

Markel Corp.

    1,680       1,507,666 (a)      0       0       5,762       5,170,934 (a)      7,442       6,678,600 (a) 

Marsh & McLennan Companies, Inc.

    264,954       28,063,928       0       0       122,411       12,965,773       387,365       41,029,701  

MetLife, Inc.

    1,234,342       44,448,655       221,700       7,983,417       897,616       32,323,152       2,353,658       84,755,224  

Old Republic International Corp.

    25,900       403,781       0       0       89,000       1,387,510       114,900       1,791,291  

Progressive Corp.

    961,832       74,715,110       0       0       369,961       28,738,570       1,331,793       103,453,680  

Prudential Financial, Inc.

    124,100       7,565,136       0       0       420,508       25,634,168       544,608       33,199,304  

Reinsurance Group of America, Inc.

    18,700       1,697,025       0       0       44,273       4,017,775       62,973       5,714,800  

RenaissanceRe Holdings Ltd.

    4,600       772,156       0       0       16,000       2,685,760       20,600       3,457,916  

The Travelers Companies, Inc.

    247,526       26,480,331       0       0       380,861       40,744,510       628,387       67,224,841  

Unum Group

    96,100       1,455,915       0       0       383,000       5,802,450       479,100       7,258,365  

W.R. Berkley Corp.

    18,400       1,066,280       0       0       63,415       3,674,899       81,815       4,741,179  


Table of Contents
                                                                                                                                                                                                                               

Willis Group Holdings PLC

    201,371       40,858,176                   0       0                   0       0                   201,371         40,858,176              
   

 

 

     

 

 

     

 

 

     

 

 

 
      455,385,662         7,983,417         435,465,796         898,834,875  
   

 

 

     

 

 

     

 

 

     

 

 

 

Mortgage Real Estate Investment Trusts

               

Annaly Capital Management, Inc.

    427,600       2,634,016       0       0       1,012,900       6,239,464       1,440,500       8,873,480  
   

 

 

     

 

 

     

 

 

     

 

 

 

Thrifts & Mortgage Finance

               

MGIC Investment Corp.

    1,267,200       10,403,712       0       0       0       0       1,267,200       10,403,712  

New York Community Bancorp, Inc.

    55,900       561,795       0       0       192,398       1,933,600       248,298       2,495,395  

Radian Group, Inc.

    133,900       2,126,332       0       0       448,300       7,119,004       582,200       9,245,336  
   

 

 

     

 

 

     

 

 

     

 

 

 
      13,091,839         0         9,052,604         22,144,443  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL FINANCIALS

      2,588,366,888         104,270,174         1,821,125,865         4,513,762,927  
   

 

 

     

 

 

     

 

 

     

 

 

 

HEALTH CARE

               

Biotechnology

               

AbbVie, Inc.

    2,074,408       192,235,389       302,666       28,048,058       407,348       37,748,939       2,784,422       258,032,386  

Acceleron Pharma, Inc.

    40,000       3,953,200 (a)      0       0       0       0       40,000       3,953,200 (a) 

ADC Therapeutics SA

    68,500       2,531,075 (a)(e)      0       0       0       0       68,500       2,531,075 (a)(e) 

Alexion Pharmaceuticals, Inc.

    427,142       51,214,326 (a)      142,669       17,106,013 (a)      293,400       35,178,660 (a)      863,211       103,498,999 (a) 

Alnylam Pharmaceuticals, Inc.

    40,400       5,464,908 (a)      0       0       0       0       40,400       5,464,908 (a) 

Amgen, Inc.

    443,037       101,765,599       236,349       54,289,365       465,456       106,915,243       1,144,842       262,970,207  

Arcutis Biotherapeutics, Inc.

    50,000       1,677,500 (a)(e)      0       0       0       0       50,000       1,677,500 (a)(e) 

Argenx SE ADR

    28,000       6,140,400 (a)      0       0       0       0       28,000       6,140,400 (a) 

Ascendis Pharma A/S sponsored ADR

    44,000       6,401,560 (a)      0       0       0       0       44,000       6,401,560 (a) 

BELLUS Health, Inc.

    140,000       1,468,600 (a)      0       0       0       0       140,000       1,468,600 (a) 

Biogen, Inc.

    190,011       58,350,478 (a)      0       0       147,600       45,326,484 (a)      337,611       103,676,962 (a) 

BioMarin Pharmaceutical, Inc.

    0       0       128,010       13,639,466 (a)      0       0       128,010       13,639,466 (a) 

Crinetics Pharmaceuticals, Inc.

    31,000       506,540 (a)(e)      0       0       0       0       31,000       506,540 (a)(e) 

Gilead Sciences, Inc.

    384,604       29,933,729       0       0       824,868       64,199,476       1,209,472       94,133,205  

Gritstone Oncology, Inc.

    93,400       603,364 (a)(e)      0       0       0       0       93,400       603,364 (a)(e) 

Heron Therapeutics, Inc.

    13,800       251,436 (a)      0       0       0       0       13,800       251,436 (a) 

Incyte Corp.

    168,949       17,217,593 (a)      0       0       0       0       168,949       17,217,593 (a) 

Innovent Biologics, Inc.

    340,000       1,867,103 (a)(g)      0       0       0       0       340,000       1,867,103 (a)(g) 

Insmed, Inc.

    36,200       879,298 (a)      0       0       0       0       36,200       879,298 (a) 

Intercept Pharmaceuticals, Inc.

    75,400       5,448,404 (a)      0       0       0       0       75,400       5,448,404 (a) 

Neurocrine Biosciences, Inc.

    34,000       4,241,840 (a)      0       0       0       0       34,000       4,241,840 (a) 

ORIC Pharmaceuticals, Inc.

    60,000       1,741,200 (a)(e)      0       0       0       0       60,000       1,741,200 (a)(e) 

Passage Bio, Inc.

    28,000       616,840 (e)      0       0       0       0       28,000       616,840 (e) 

Principia Biopharma, Inc.

    45,000       2,875,050 (a)      0       0       0       0       45,000       2,875,050 (a) 

Regeneron Pharmaceuticals, Inc.

    33,636       20,612,477 (a)      107,502       65,878,301 (a)      0       0       141,138       86,490,778 (a) 

Revolution Medicines, Inc.

    60,000       1,843,200 (e)      0       0       0       0       60,000       1,843,200 (e) 

Sarepta Therapeutics, Inc.

    40,000       6,090,800 (a)      0       0       0       0       40,000       6,090,800 (a) 

TG Therapeutics, Inc.

    70,000       1,305,500 (a)      0       0       0       0       70,000       1,305,500 (a) 

Turning Point Therapeutics, Inc.

    28,000       1,939,000 (a)(e)      0       0       0       0       28,000       1,939,000 (a)(e) 

Twist Bioscience Corp.

    50,000       1,897,500 (a)      0       0       0       0       50,000       1,897,500 (a) 

United Therapeutics Corp.

    4,700       554,365 (a)      0       0       0       0       4,700       554,365 (a) 

Vertex Pharmaceuticals, Inc.

    392,395       112,994,064 (a)      36,400       10,481,744 (a)      0       0       428,795       123,475,808 (a) 

Xencor, Inc.

    50,000       1,512,500 (a)      0       0       0       0       50,000       1,512,500 (a) 

Zymeworks, Inc.

    55,000       2,096,600 (a)      0       0       0       0       55,000       2,096,600 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      648,231,438         189,442,947         289,368,802         1,127,043,187  
   

 

 

     

 

 

     

 

 

     

 

 

 

Health Care Equipment & Supplies

               

Abbott Laboratories

    523,860       49,724,791         0       0       0       523,860       49,724,791  

Alcon, Inc.

    0       0 (a)      154,006       9,785,541 (a)      164,000       10,420,560 (a)(e)      318,006       20,206,101 (a)(e) 

Alcon, Inc. (Switzerland)

    105,393       6,780,743 (a)      0       0       0       0       105,393       6,780,743 (a) 

Align Technology, Inc.

    10,375       2,548,308 (a)      0       0       0       0       10,375       2,548,308 (a) 

Baxter International, Inc.

    691,482       62,240,295       0       0       0       0       691,482       62,240,295  

Becton, Dickinson & Co.

    379,088       93,608,200       0       0       0       0       379,088       93,608,200  

Boston Scientific Corp.

    3,098,565       117,714,484 (a)      0       0       0       0       3,098,565       117,714,484 (a) 

Danaher Corp.

    260,967       43,479,712       0       0       107,000       17,827,270       367,967       61,306,982  

DexCom, Inc.

    1,307       494,451 (a)      0       0       0       0       1,307       494,451 (a) 

Edwards Lifesciences Corp.

    32,333       7,265,872 (a)      0       0       0       0       32,333       7,265,872 (a) 

Genmark Diagnostics, Inc. (a)

    360,000       3,416,400 (a)      0       0       0       0       360,000       3,416,400 (a) 

Hologic, Inc.

    313,895       16,636,435 (a)      0       0       0       0       313,895       16,636,435 (a) 

Insulet Corp.

    41,500       7,825,655 (a)      0       0       0       0       41,500       7,825,655 (a) 

Intuitive Surgical, Inc.

    129,900       75,345,897 (a)      32,717       18,976,842 (a)      0       0       162,617       94,322,739 (a) 

Masimo Corp.

    26,000       6,244,940 (a)      0       0       0       0       26,000       6,244,940 (a) 

Medtronic PLC

    112,532       11,093,405       0       0       314,406       30,994,143       426,938       42,087,548  

Nanosonics Ltd.

    300,000       1,445,747 (a)      0       0       0       0       300,000       1,445,747 (a) 

Nevro Corp. (a)

    14,000       1,758,400 (a)      0       0       0       0       14,000       1,758,400 (a) 

OraSure Technologies, Inc.

    180,000       2,617,200 (a)      0       0       0       0       180,000       2,617,200 (a) 


Table of Contents
                                                                                                                                                                                                                               

Penumbra, Inc. (a)

    42,800       7,379,576 (a)              0       0                   0       0                   42,800         7,379,576 (a)         

Quidel Corp.

    28,000       4,900,000 (a)      0       0       0       0       28,000       4,900,000 (a) 

ResMed, Inc.

    19,984       3,213,827       0       0       0       0       19,984       3,213,827  

Stryker Corp.

    187,587       36,716,404       42,000       8,220,660       0       0       229,587       44,937,064  

Tandem Diabetes Care, Inc.

    22,000       1,829,300 (a)      0       0       0       0       22,000       1,829,300 (a) 

The Cooper Companies, Inc.

    16,692       5,291,030       25,298       8,018,960       0       0       41,990       13,309,990  

Varian Medical Systems, Inc.

    0       0       91,389       11,093,711 (a)          91,389       11,093,711 (a) 

Zimmer Biomet Holdings, Inc.

    650,587       82,195,162       96,800       12,229,712       26,923       3,401,452       774,310       97,826,326  
   

 

 

     

 

 

     

 

 

     

 

 

 
      651,766,234         68,325,426         62,643,425         782,735,085  
   

 

 

     

 

 

     

 

 

     

 

 

 

Health Care Providers & Services

               

1Life Healthcare, Inc.

    65,000       2,099,500 (a)(e)      0       0       0       0       65,000       2,099,500 (a)(e) 

AmerisourceBergen Corp.

    41,700       3,975,678       0       0       246,997       23,548,694       288,697       27,524,372  

Anthem, Inc.

    199,435       58,655,828       0       0       153,237       45,068,534       352,672       103,724,362  

Cardinal Health, Inc.

    275,397       15,061,462       0       0       381,300       20,853,297       656,697       35,914,759  

Centene Corp.

    1,200,598       79,539,618 (a)      257,674       17,070,903 (a)      0       0       1,458,272       96,610,521 (a) 

Cigna Corp.

    1,114,524       219,917,876       0       0       227,086       44,808,610       1,341,610       264,726,486  

Covetrus, Inc.

    57,700       881,656 (a)      0       0       0       0       57,700       881,656 (a) 

CVS Health Corp.

    609,344       39,954,686       271,900       17,828,483       529,000       34,686,530       1,410,244       92,469,699  

DaVita HealthCare Partners, Inc.

    43,217       3,498,848 (a)      0       0       57,300       4,639,008 (a)      100,517       8,137,856 (a) 

HCA Holdings, Inc.

    437,611       46,780,616       0       0       405,504       43,348,378       843,115       90,128,994  

Henry Schein, Inc.

    83,363       5,061,801 (a)      0       0       60,364       3,665,302 (a)      143,727       8,727,103 (a) 

Humana, Inc.

    209,785       86,148,210       0       0       0       0       209,785       86,148,210  

Laboratory Corp. of America Holdings

    51,956       9,108,926 (a)      54,000       9,467,280 (a)      39,976       7,008,592 (a)      145,932       25,584,798 (a) 

McKesson Corp.

    333,570       52,927,552       101,800       16,152,606       275,339       43,688,039       710,709       112,768,197  

Molina Healthcare, Inc.

    6,800       1,263,576 (a)      0       0       23,500       4,366,770 (a)      30,300       5,630,346 (a) 

Quest Diagnostics, Inc.

    50,400       5,961,312       0       0       199,467       23,592,957       249,867       29,554,269  

UnitedHealth Group, Inc.

    1,043,569       318,132,010       351,667       107,205,685       73,433       22,386,050       1,468,669       447,723,745  

Universal Health Services, Inc. Class B

    54,114       5,706,321       0       0       159,200       16,787,640       213,314       22,493,961  
   

 

 

     

 

 

     

 

 

     

 

 

 
      954,675,476         167,724,957         338,448,401         1,460,848,834  
   

 

 

     

 

 

     

 

 

     

 

 

 

Health Care Technology

               

Cerner Corp.

    69,392       5,058,677       415,725       30,306,353       0       0       485,117       35,365,030  

Inspire Medical Systems, Inc.

    35,000       2,853,900 (a)      0       0       0       0       35,000       2,853,900 (a) 

Veeva Systems, Inc. Class A

    20,678       4,525,794 (a)      74,800       16,371,476 (a)      0       0       95,478       20,897,270 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      12,438,371         46,677,829         0         59,116,200  
   

 

 

     

 

 

     

 

 

     

 

 

 

Life Sciences Tools & Services

               

10X Genomics, Inc.

    36,000       2,806,920 (a)      0       0       0       0       36,000       2,806,920 (a) 

Agilent Technologies, Inc.

    307,300       27,085,422       0       0       0       0       307,300       27,085,422  

Avantor, Inc.

    213,660       4,053,130       0       0       177,418       3,365,619       391,078       7,418,749  

Bio-Rad Laboratories, Inc. Class A

    2,800       1,375,696       0       0       9,700       4,765,804 (a)      12,500       6,141,500 (a) 

Bruker Corp.

    90,000       3,895,200       0       0       0       0       90,000       3,895,200  

Illumina, Inc.

    12,565       4,561,723 (a)      70,766       25,691,596 (a)    $ 0       0       83,331       30,253,319 (a) 

Lonza Group AG

    10,000       4,938,207       0       0       0       0       10,000       4,938,207  

Mettler-Toledo International, Inc.

    3,554       2,825,430 (a)      0       0       0       0       3,554       2,825,430 (a) 

Thermo Fisher Scientific, Inc.

    338,767       118,294,049       182,779       63,824,599       0       0       521,546       182,118,648  
   

 

 

     

 

 

     

 

 

     

 

 

 
      169,835,777         89,516,195         8,131,423         267,483,395  
   

 

 

     

 

 

     

 

 

     

 

 

 

Pharmaceuticals

               

AstraZeneca PLC:

        0       0          

(United Kingdom)

    175,000       18,847,464       0       0       0       0       175,000       18,847,464  

sponsored ADR

    584,780       31,928,988       0       0       0       0       584,780       31,928,988  

Bayer AG

    292,890       20,021,842       0       0       0       0       292,890       20,021,842  

Bristol-Myers Squibb Co.

    1,480,032       88,387,511       499,435       29,826,258       839,072       50,109,380       2,818,539       168,323,149  

Elanco Animal Health, Inc.

    1,892,433       40,516,991 (a)      0       0       344,000       7,365,040 (a)      2,236,433       47,882,031 (a) 

Eli Lilly & Co.

    724,850       110,865,808       70,139       10,727,760       0       0       794,989       121,593,568  

GlaxoSmithKline PLC sponsored ADR

    490,112       20,545,495       0       0       143,111       5,999,213       633,223       26,544,708  

Jazz Pharmaceuticals PLC

    27,790       3,315,903 (a)      0       0       123,900       14,783,748 (a)      151,690       18,099,651 (a) 

Johnson & Johnson

    1,545,841       229,943,849       0       0       593,521       88,286,249       2,139,362       318,230,098  

Mallinckrodt PLC (a)(e)

    101,900       287,358       0       0       0       0       101,900       287,358  

Merck & Co., Inc.

    3,705,889       299,139,360       362,602       29,269,233       1,717,493       138,636,035       5,785,984       467,044,628  

MyoKardia, Inc.

    34,000       3,477,860 (a)      0       0       0       0       34,000       3,477,860 (a) 

Nektar Therapeutics

    80,000       1,736,000 (a)      0       0       0       0       80,000       1,736,000 (a) 

Novartis AG sponsored ADR

    150,700       13,175,701       365,200       31,929,436       204,933       17,917,292       720,833       63,022,429  

Novo Nordisk A/S Series B sponsored ADR

    134,500       8,868,930       244,238       16,105,054       0       0       378,738       24,973,984  

Perrigo Co. PLC

    16,300       892,751       0       0       56,000       3,067,120       72,300       3,959,871  

Pfizer, Inc.

    3,118,956       119,112,930       0       0       4,534,473       173,171,524       7,653,429       292,284,454  

Roche Holding AG (participation certificate)

    74,000       25,687,011       0       0       0       0       74,000       25,687,011  

Roche Holding AG sponsored ADR

    0       0       1,236,646       53,608,604           1,236,646       53,608,604  

Sanofi SA

    124,000       12,129,036       0       0       0       0       124,000       12,129,036  

Sanofi SA sponsored ADR

    555,000       27,256,050       0       0       0       0       555,000       27,256,050  


Table of Contents
                                                                                                                                                                                                                               

Theravance Biopharma, Inc.

    80,000       2,020,000 (a)              0       0                   0       0                   80,000         2,020,000 (a)         

Zoetis, Inc. Class A

    416,834       58,102,491       208,952       29,125,819       0       0       625,786       87,228,310  
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,136,259,329         200,592,164         499,335,601         1,836,187,094  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL HEALTH CARE

      3,573,206,625         762,279,518         1,197,927,652         5,533,413,795  
   

 

 

     

 

 

     

 

 

     

 

 

 

INDUSTRIALS

               

Aerospace & Defense

               

Airbus Group NV

    12,700       811,619       0       0       0       0       12,700       811,619  

Curtiss-Wright Corp.

    4,900       491,470       0       0       16,900       1,695,070       21,800       2,186,540  

General Dynamics Corp.

    256,947       37,727,528       0       0       211,454       31,047,791       468,401       68,775,319  

Harris Corp.

    124,230       24,777,674       0       0       0       0       124,230       24,777,674  

Howmet Aerospace, Inc.

    100,357       1,312,670       0       0       0       0       100,357       1,312,670  

Huntington Ingalls Industries, Inc.

    45,588       9,112,585       0       0       108,330       21,654,084       153,918       30,766,669  

Lockheed Martin Corp.

    248,257       96,432,949       0       0       116,066       45,084,677       364,323       141,517,626  

Moog, Inc. Class A

    27,100       1,471,259       0       0       100,300       5,445,287       127,400       6,916,546  

Northrop Grumman Corp.

    348,192       116,713,958       34,800       11,664,960       85,703       28,727,646       468,695       157,106,564  

Raytheon Technologies Corp.

    601,903       38,834,782       367,222       23,693,163       304,703       19,659,438       1,273,828       82,187,383  

Safran SA

    8,600       828,686       0       0       0       0       8,600       828,686  

Spirit AeroSystems Holdings, Inc. Class A

    57,800       1,252,526       0       0       166,500       3,608,055       224,300       4,860,581  

Textron, Inc.

    589,100       18,244,427       0       0       408,600       12,654,342       997,700       30,898,769  

The Boeing Co.

    298,524       43,539,725       301,224       43,933,520       0       0       599,748       87,473,245  

Vectrus, Inc.

    0       0       0       0       37,733       2,072,296 (a)      37,733       2,072,296 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      391,551,858         79,291,643         171,648,686         642,492,187  
   

 

 

     

 

 

     

 

 

     

 

 

 

Air Freight & Logistics

               

C.H. Robinson Worldwide, Inc.

    158,207       12,835,334       135,035       10,955,390       0       0       293,242       23,790,724  

Expeditors International of Washington, Inc.

    0       0       492,749       37,631,241           492,749       37,631,241  

FedEx Corp.

    146,700       19,153,152       0       0       59,700       7,794,432       206,400       26,947,584  

United Parcel Service, Inc. Class B

    963,933       96,113,759       197,437       19,686,443       288,855       28,801,732       1,450,225       144,601,934  

XPO Logistics, Inc.

    25,700       2,025,417 (a)      0       0       200,000       15,762,000 (a)      225,700       17,787,417 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      130,127,662         68,273,074         52,358,164         250,758,900  
   

 

 

     

 

 

     

 

 

     

 

 

 

Airlines

               

Alaska Air Group, Inc.

    190,486       6,512,716       0       0       0       0       190,486       6,512,716  

American Airlines Group, Inc.

    66,000       693,000 (e)      0       0       0       0       66,000       693,000 (e) 

Delta Air Lines, Inc.

    185,860       4,685,531       0       0       430,000       10,840,300       615,860       15,525,831  

JetBlue Airways Corp.

    149,800       1,508,486 (a)      0       0       0       0       149,800       1,508,486 (a) 

Ryanair Holdings PLC sponsored ADR

    11,900       854,063 (a)      0       0       0       0       11,900       854,063 (a) 

Southwest Airlines Co.

    0       0       0       0       172,372       5,533,141       172,372       5,533,141  

United Airlines Holdings, Inc.

    349,841       9,809,542 (a)(e)      0       0       319,300       8,953,172 (a)(e)      669,141       18,762,714 (a)(e) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      24,063,338         0         25,326,613         49,389,951  
   

 

 

     

 

 

     

 

 

     

 

 

 

Building Products

               

Allegion PLC

    20,745       2,068,277       0       0       96,000       9,571,200       116,745       11,639,477  

Carrier Global Corp.

    117,688       2,409,073 (a)      526,579       10,779,072 (a)      117,001       2,395,010 (a)      761,268       15,583,155 (a) 

Fortune Brands Home & Security, Inc.

    221,700       13,514,832       0       0       56,560       3,447,898       278,260       16,962,730  

Johnson Controls International PLC

    582,238       18,288,096       0       0       540,900       16,989,669       1,123,138       35,277,765  

Masco Corp.

    65,219       3,042,466       0       0       117,136       5,464,394       182,355       8,506,860  

Owens Corning

    13,000       682,500       0       0       160,989       8,451,923       173,989       9,134,423  

Trane Technologies PLC

    497,032       44,837,257       136,432       12,307,531       0       0       633,464       57,144,788  
   

 

 

     

 

 

     

 

 

     

 

 

 
      84,842,501         23,086,603         46,320,094         154,249,198  
   

 

 

     

 

 

     

 

 

     

 

 

 

Commercial Services & Supplies

               

Cintas Corp.

    19,149       4,748,186       0       0       0       0       19,149       4,748,186  

Copart, Inc.

    26,279       2,349,080 (a)      198,200       17,717,098 (a)      0       0       224,479       20,066,178 (a) 

Deluxe Corp.

    49,200       1,147,836       0       0       166,100       3,875,113       215,300       5,022,949  

Herman Miller, Inc.

    68,300       1,572,266       0       0       0       0       68,300       1,572,266  

IAA Spinco, Inc.

    17,000       697,000 (a)      0       0       0       0       17,000       697,000 (a) 

Waste Connection, Inc. (United States)

    361,496       33,995,084       0       0       0       0       361,496       33,995,084  
   

 

 

     

 

 

     

 

 

     

 

 

 
      44,509,452         17,717,098         3,875,113         66,101,663  
   

 

 

     

 

 

     

 

 

     

 

 

 

Construction & Engineering

               

Jacobs Engineering Group, Inc.

    1,022,534       85,913,307       0       0       0       0       1,022,534       85,913,307  

Quanta Services, Inc.

    17,100       631,503       0       0       58,702       2,167,865       75,802       2,799,368  
   

 

 

     

 

 

     

 

 

     

 

 

 
      86,544,810         0         2,167,865         88,712,675  
   

 

 

     

 

 

     

 

 

     

 

 

 

Electrical Equipment

               

Acuity Brands, Inc.

    25,500       2,196,825       0       0       0       0       25,500       2,196,825  

AMETEK, Inc.

    273,000       25,036,830       0       0       29,635       2,717,826       302,635       27,754,656  

Eaton Corp. PLC

    513,695       43,612,706       0       0       402,067       34,135,488       915,762       77,748,194  

Emerson Electric Co.

    266,700       16,274,034       0       0       243,400       14,852,268       510,100       31,126,302  

Hubbell, Inc. Class B

    28,400       3,476,728       0       0       22,392       2,741,229       50,792       6,217,957  


Table of Contents
                                                                                                                                                                                                                               

Sensata Technologies, Inc. PLC

    19,000       677,350 (a)              0       0                   65,493       2,334,825 (a)              84,493         3,012,175 (a)         

Sunrun, Inc.

    62,400       1,042,080 (a)      0       0       0       0       62,400       1,042,080 (a) 

Vertiv Holdings Co.

    67,021       853,177 (a)      0       0       0       0       67,021       853,177 (a) 

Vertiv Holdings LLC

    450,000       5,728,500 (k)      0       0       0       0       450,000       5,728,500 (k) 

Vivint Solar, Inc.

    1,094,128       8,227,843 (a)(e)      0       0       0       0       1,094,128       8,227,843 (a)(e) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      107,126,073         0         56,781,636         163,907,709  
   

 

 

     

 

 

     

 

 

     

 

 

 

Industrial Conglomerates

               

3M Co.

    101,108       15,817,336       0       0       209,242       32,733,818       310,350       48,551,154  

Carlisle Companies, Inc.

    6,500       779,090       0       0       66,366       7,954,629       72,866       8,733,719  

General Electric Co.

    13,747,572       90,321,548       0       0       0       0       13,747,572       90,321,548  

Honeywell International, Inc.

    1,943,633       283,478,873       83,102       12,120,427       331,023       48,279,705       2,357,758       343,879,005  

Roper Technologies, Inc.

    146,528       57,702,726       0       0       0       0       146,528       57,702,726  
   

 

 

     

 

 

     

 

 

     

 

 

 
      448,099,573         12,120,427         88,968,152         549,188,152  
   

 

 

     

 

 

     

 

 

     

 

 

 

Machinery

               

AGCO Corp.

    72,900       4,026,267       0       0       245,838       13,577,633       318,738       17,603,900  

Allison Transmission Holdings, Inc.

    102,200       3,854,984       0       0       270,991       10,221,781       373,191       14,076,765  

Caterpillar, Inc.

    134,322       16,136,102       0       0       401,902       48,280,487       536,224       64,416,589  

Cummins, Inc.

    272,361       46,192,426       61,500       10,430,400       323,086       54,795,386       656,947       111,418,212  

Deere & Co.

    166,655       25,351,559       286,922       43,646,575       169,260       25,747,831       622,837       94,745,965  

Dover Corp.

    34,689       3,373,505       0       0       234,063       22,762,627       268,752       26,136,132  

Flowserve Corp.

    413,500       10,792,350       0       0       0       0       413,500       10,792,350  

Fortive Corp.

    713,037       43,480,996       0       0       0       0       713,037       43,480,996  

Gardner Denver Holdings, Inc.

    540,936       15,254,395 (a)      120,386       3,394,885 (a)      0       0       661,322       18,649,280 (a) 

Illinois Tool Works, Inc.

    0       0       0       0       42,116       7,263,325       42,116       7,263,325  

ITT, Inc.

    9,800       565,460       0       0       104,473       6,028,092       114,273       6,593,552  

Lincoln Electric Holdings, Inc.

    6,400       525,888       0       0       22,000       1,807,740       28,400       2,333,628  

Meritor, Inc.

    117,300       2,390,574 (a)      0       0       0       0       117,300       2,390,574 (a) 

Middleby Corp.

    0       0       0       0       67,787       4,616,295 (a)      67,787       4,616,295 (a) 

Oshkosh Corp.

    64,300       4,618,026       0       0       389,223       27,953,996       453,523       32,572,022  

Otis Worldwide Corp.

    324,353       17,077,185       49,179       2,589,274       111,026       5,845,519       484,558       25,511,978  

PACCAR, Inc.

    435,820       32,189,665       0       0       142,549       10,528,669       578,369       42,718,334  

Parker Hannifin Corp.

    114,500       20,606,565       0       0       107,970       19,431,361       222,470       40,037,926  

Pentair PLC

    19,400       759,316       0       0       66,719       2,611,382       86,119       3,370,698  

Snap-On, Inc.

    69,251       8,981,162       0       0       22,594       2,930,216       91,845       11,911,378  

Stanley Black & Decker, Inc.

    239,010       29,983,805       0       0       0       0       239,010       29,983,805  

Timken Co.

    62,900       2,675,766       0       0       197,300       8,393,142       260,200       11,068,908  

Trinity Industries, Inc.

    89,300       1,783,321       0       0       447,800       8,942,566 (e)      537,100       10,725,887 (e) 

Westinghouse Air Brake Co.

    266,456       16,272,468       0       0       0       0       266,456       16,272,468  

Xylem, Inc.

    0       0       0       0       129,000       8,557,860       129,000       8,557,860  
   

 

 

     

 

 

     

 

 

     

 

 

 
      306,891,785         60,061,134         290,295,908         657,248,827  
   

 

 

     

 

 

     

 

 

     

 

 

 

Professional Services

               

CoStar Group, Inc.

    12,400       8,144,320 (a)      0       0       0       0       12,400       8,144,320 (a) 

Equifax, Inc.

    137,200       21,068,432       0       0       0       0       137,200       21,068,432  

IHS Markit Ltd.

    68,811       4,779,612       254,589       17,683,752       0       0       323,400       22,463,364  

Manpower, Inc.

    42,800       2,959,192       0       0       24,300       1,680,102       67,100       4,639,294  

RELX PLC (London Stock Exchange)

    131,020       3,031,505       0       0       0       0       131,020       3,031,505  

Robert Half International, Inc.

    65,247       3,310,633       0       0       75,155       3,813,365       140,402       7,123,998  

TransUnion Holding Co., Inc.

    56,724       4,894,714       0       0       0       0       56,724       4,894,714  

Verisk Analytics, Inc.

    2,626       453,458       0       0       0       0       2,626       453,458  
   

 

 

     

 

 

     

 

 

     

 

 

 
      48,641,866         17,683,752         5,493,467         71,819,085  
   

 

 

     

 

 

     

 

 

     

 

 

 

Road & Rail

               

AMERCO

    2,400       774,000       0       0       8,039       2,592,578       10,439       3,366,578  

CSX Corp.

    525,042       37,582,506       0       0       320,500       22,941,390       845,542       60,523,896  

J.B. Hunt Transport Services, Inc.

    210,100       25,142,667       0       0       0       0       210,100       25,142,667  

Kansas City Southern

    5,042       758,922       0       0       38,091       5,733,457       43,133       6,492,379  

Knight-Swift Transportation Holdings, Inc. Class A

    221,700       9,224,937       0       0       70,320       2,926,015       292,020       12,150,952  

Lyft, Inc.

    445,254       13,918,640 (a)      0       0       0       0       445,254       13,918,640 (a) 

Norfolk Southern Corp.

    511,214       91,144,344       0       0       93,141       16,606,109       604,355       107,750,453  

Ryder System, Inc.

    59,100       2,024,766       0       0       0       0       59,100       2,024,766  

Uber Technologies, Inc.

    74,200       2,694,944       468,217       17,005,641       0       0       542,417       19,700,585  

Union Pacific Corp.

    679,537       115,426,155       0       0       36,689       6,231,994       716,226       121,658,149  
   

 

 

     

 

 

     

 

 

     

 

 

 
      298,691,881         17,005,641         57,031,543         372,729,065  
   

 

 

     

 

 

     

 

 

     

 

 

 

Trading Companies & Distributors

               

Beijer Ref AB (B Shares)

    8,800       260,566       0       0       0       0       8,800       260,566  

HD Supply Holdings, Inc.

    77,900       2,470,209 (a)      0       0       275,700       8,742,447 (a)      353,600       11,212,656 (a) 

United Rentals, Inc.

    23,357       3,244,054 (a)      108,283       15,039,426 (a)      58,192       8,082,287 (a)      189,832       26,365,767 (a) 

W.W. Grainger, Inc.

    16,491       5,105,943       57,340       17,753,611       22,179       6,867,062       96,010       29,726,616  
   

 

 

     

 

 

     

 

 

     

 

 

 
      11,080,772         32,793,037         23,691,796         67,565,605  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL INDUSTRIALS

      1,982,171,571         328,032,409         823,959,037         3,134,163,017  
   

 

 

     

 

 

     

 

 

     

 

 

 


Table of Contents
                                                                                                                                                                                                                               

INFORMATION TECHNOLOGY

               

Communications Equipment

               

Arista Networks, Inc.

    2,001       467,153 (a)              0       0                   0       0                   2,001         467,153 (a)         

Cisco Systems, Inc.

    3,445,789       164,777,630       1,032,696       49,383,523       2,671,605       127,756,151       7,150,090       341,917,304  

CommScope Holding Co., Inc.

    0       0       0       0       571,506       5,892,227 (a)      571,506       5,892,227 (a) 

Ericsson (B Shares) sponsored ADR

    175,700       1,605,898       0       0       0       0       175,700       1,605,898  

Juniper Networks, Inc.

    122,000       2,959,720       0       0       136,219       3,304,673       258,219       6,264,393  

Lumentum Holdings, Inc.

    2,400       175,968 (a)      0       0       0       0       2,400       175,968 (a) 

Motorola Solutions, Inc.

    300,776       40,704,016       0       0       0       0       300,776       40,704,016  
   

 

 

     

 

 

     

 

 

     

 

 

 
      210,690,385         49,383,523         136,953,051         397,026,959  
   

 

 

     

 

 

     

 

 

     

 

 

 

Electronic Equipment & Components

               

Amphenol Corp. Class A

    272,900       26,351,224       0       0       0       0       272,900       26,351,224  

Arrow Electronics, Inc.

    39,800       2,749,384 (a)      0       0       215,478       14,885,220 (a)      255,278       17,634,604 (a) 

CDW Corp.

    100,340       11,128,709       0       0       0       0       100,340       11,128,709  

Corning, Inc.

    133,400       3,040,186       0       0       276,100       6,292,319       409,500       9,332,505  

Flextronics International Ltd.

    843,200       8,187,472 (a)      0       0       0       0       843,200       8,187,472 (a) 

II-VI, Inc.

    198,300       9,425,199 (a)      0       0       0       0       198,300       9,425,199 (a) 

Insight Enterprises, Inc.

    37,700       1,932,502 (a)      0       0       0       0       37,700       1,932,502 (a) 

Jabil, Inc.

    796,200       23,822,304       0       0       58,700       1,756,304       854,900       25,578,608  

Keysight Technologies, Inc.

    91,001       9,839,938 (a)      124,834       13,498,300 (a)      0       0       215,835       23,338,238 (a) 

Vishay Intertechnology, Inc.

    110,800       1,801,608       0       0       507,400       8,250,324       618,200       10,051,932  
   

 

 

     

 

 

     

 

 

     

 

 

 
      98,278,526         13,498,300         31,184,167         142,960,993  
   

 

 

     

 

 

     

 

 

     

 

 

 

IT Services

               

Accenture PLC Class A

    331,361       66,809,005       0       0       0       0       331,361       66,809,005  

Akamai Technologies, Inc.

    40,102       4,242,792 (a)      216,409       22,896,072 (a)      0       0       256,511       27,138,864 (a) 

Amdocs Ltd.

    169,403       10,547,031       0       0       0       0       169,403       10,547,031  

Automatic Data Processing, Inc.

    237,587       34,804,120       82,025       12,015,842       0       0       319,612       46,819,962  

Booz Allen Hamilton Holding Corp. Class A

    17,812       1,420,685       134,200       10,703,792       0       0       152,012       12,124,477  

Cognizant Technology Solutions Corp. Class A

    471,492       24,989,076       0       0       215,300       11,410,900       686,792       36,399,976  

CSG Systems International, Inc.

    0       0       0       0       185,800       8,797,630       185,800       8,797,630  

DXC Technology Co.

    101,232       1,438,507       0       0       162,100       2,303,441       263,332       3,741,948  

Fidelity National Information Services, Inc.

    604,239       83,886,500       316,893       43,994,283       0       0       921,132       127,880,783  

Fiserv, Inc.

    555,201       59,278,811 (a)      265,114       28,306,222 (a)      0       0       820,315       87,585,033 (a) 

FleetCor Technologies, Inc.

    255,593       62,311,017 (a)      39,500       9,629,705 (a)      0       0       295,093       71,940,722 (a) 

Gartner, Inc.

    14,700       1,788,990 (a)      0       0       0       0       14,700       1,788,990 (a) 

Genpact Ltd.

    379,300       13,635,835       0       0       0       0       379,300       13,635,835  

Global Payments, Inc.

    329,373       59,119,160       98,650       17,706,689       0       0       428,023       76,825,849  

GoDaddy, Inc.

    131,000       10,119,750 (a)      0       0       0       0       131,000       10,119,750 (a) 

IBM Corp.

    231,644       28,932,336       0       0       539,260       67,353,574       770,904       96,285,910  

Leidos Holdings, Inc.

    180,140       18,966,941       0       0       0       0       180,140       18,966,941  

MasterCard, Inc. Class A

    712,125       214,271,291       190,765       57,399,281       0       0       902,890       271,670,572  

PayPal Holdings, Inc.

    794,214       123,111,112 (a)      306,411       47,496,769 (a)      98,419       15,255,929 (a)      1,199,044       185,863,810 (a) 

Sabre Corp.

    247,100       1,722,287       0       0       0       0       247,100       1,722,287  

The Western Union Co.

    156,000       3,123,120       0       0       163,446       3,272,189       319,446       6,395,309  

Twilio, Inc. Class A

    69,500       13,733,200 (a)      0       0       0       0       69,500       13,733,200 (a) 

Unisys Corp.

    184,600       2,097,056 (a)      0       0       0       0       184,600       2,097,056 (a) 

VeriSign, Inc.

    55,019       12,049,711 (a)      0       0       0       0       55,019       12,049,711 (a) 

Visa, Inc. Class A

    1,345,583       262,711,625       1,103,499       215,447,145       0       0       2,449,082       478,158,770  

Worldline SA

    28,300       2,108,536 (a)(g)      0       0       0       0       28,300       2,108,536 (a)(g) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,117,218,494         465,595,800         108,393,663         1,691,207,957  
   

 

 

     

 

 

     

 

 

     

 

 

 

Semiconductors & Semiconductor Equipment

               

Advanced Micro Devices, Inc.

    920,219       49,507,782 (a)      0       0       0       0       920,219       49,507,782 (a) 

Analog Devices, Inc.

    277,704       31,366,667       0       0       94,749       10,701,900       372,453       42,068,567  

Applied Materials, Inc.

    1,887,457       106,037,334       0       0       823,602       46,269,960       2,711,059       152,307,294  

ASML Holding NV

    141,764       46,712,656       0       0       0       0       141,764       46,712,656  

Broadcom, Inc.

    62,365       18,165,054       34,435       10,029,882       164,000       47,768,280       260,800       75,963,216  

Cirrus Logic, Inc.

    57,700       4,182,096 (a)      0       0       85,700       6,211,536 (a)      143,400       10,393,632 (a) 

Intel Corp.

    2,660,385       167,418,028       250,895       15,788,822       3,074,911       193,504,149       5,986,191       376,710,999  

KLA-Tencor Corp.

    13,435       2,364,023       101,710       17,896,892       39,655       6,977,694       154,800       27,238,609  

Lam Research Corp.

    244,228       66,837,877       47,800       13,081,426       140,141       38,352,387       432,169       118,271,690  

Marvell Technology Group Ltd.

    558,515       18,218,759       0       0       0       0       558,515       18,218,759  

Maxim Integrated Products, Inc.

    10,571       609,735       0       0       0       0       10,571       609,735  

MediaTek, Inc.

    123,000       1,900,264       0       0       0       0       123,000       1,900,264  

Microchip Technology, Inc.

    14,017       1,345,912       0       0       133,000       12,770,660 (e)      147,017       14,116,572 (e) 

Micron Technology, Inc.

    1,749,692       83,827,744 (a)      208,417       9,985,258 (a)      643,119       30,811,831 (a)      2,601,228       124,624,833 (a) 

NVIDIA Corp.

    529,612       188,022,852       359,082       127,481,292       0       0       888,694       315,504,144  


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NXP Semiconductors NV

    543,462       52,226,698                   0       0                   77,757       7,472,448                   621,219         59,699,146              

ON Semiconductor Corp.

    318,200       5,247,118 (a)      0       0       215,547       3,554,370 (a)      533,747       8,801,488 (a) 

Qorvo, Inc.

    32,308       3,383,940 (a)      0       0       94,024       9,848,074 (a)      126,332       13,232,014 (a) 

Qualcomm, Inc.

    1,439,131       116,396,915       792,288       64,080,253       147,097       11,897,205       2,378,516       192,374,373  

Sanken Electric Co. Ltd.

    33,593       776,241       0       0       0       0       33,593       776,241  

Skyworks Solutions, Inc.

    48,500       5,749,190       0       0       175,400       20,791,916       223,900       26,541,106  

STMicroelectronics NV (France)

    33,000       819,553       0       0       0       0       33,000       819,553  

Taiwan Semiconductor Manufacturing Co. Ltd. Sponsored ADR

    627,426       31,578,351       0       0       0       0       627,426       31,578,351  

Teradyne, Inc.

    39,927       2,675,908       301,200       20,186,424       0       0       341,127       22,862,332  

Texas Instruments, Inc.

    825,219       97,986,504       275,134       32,669,411       101,065       12,000,458       1,201,418       142,656,373  

Xilinx, Inc.

    175,800       16,164,810       0       0       0       0       175,800       16,164,810  
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,119,522,011         311,199,660         458,932,868         1,889,654,539  
   

 

 

     

 

 

     

 

 

     

 

 

 

Software

               

Adobe, Inc.

    177,885       68,770,341 (a)      187,586       72,520,748 (a)      54,500       21,069,700 (a)      419,971       162,360,789 (a) 

ANSYS, Inc.

    0       0       0       0       57,000       16,131,000 (a)      57,000       16,131,000 (a) 

Autodesk, Inc.

    68,249       14,358,225 (a)      351,391       73,925,639 (a)      0       0       419,640       88,283,864 (a) 

CDK Global, Inc.

    14,000       550,340       0       0       48,311       1,899,105       62,311       2,449,445  

Ceridian HCM Holding, Inc.

    86,800       5,977,916 (a)      0       0       0       0       86,800       5,977,916 (a) 

Citrix Systems, Inc.

    94,000       13,923,280       0       0       0       0       94,000       13,923,280  

Cloudflare, Inc.

    133,141       3,870,409 (a)      0       0       0       0       133,141       3,870,409 (a) 

Dynatrace, Inc.

    30,600       1,177,182       0       0       0       0       30,600       1,177,182  

Elastic NV

    103,500       8,892,720 (a)      0       0       0       0       103,500       8,892,720 (a) 

Envestnet, Inc.

    100       7,261 (a)      0       0       0       0       100       7,261 (a) 

Fortinet, Inc.

    11,963       1,665,250 (a)      0       0       0       0       11,963       1,665,250 (a) 

Intuit, Inc.

    148,140       43,008,005       0       0       0       0       148,140       43,008,005  

LivePerson, Inc.

    246,444       9,229,328 (a)      0       0       0       0       246,444       9,229,328 (a) 

Microsoft Corp.

    7,117,302       1,304,245,592       1,759,907       322,502,958       198,590       36,391,618       9,075,799       1,663,140,168  

Nortonlifelock, Inc.

    1,978,157       45,062,416       0       0       0       0       1,978,157       45,062,416  

Nuance Communications, Inc.

    149,200       3,413,696 (a)      0       0       0       0       149,200       3,413,696 (a) 

Nutanix, Inc. Class A

    14,300       344,058 (a)      279,050       6,713,943 (a)      0       0       293,350       7,058,001 (a) 

Oracle Corp.

    762,098       40,978,009       1,209,538       65,036,858       1,446,449       77,775,563       3,418,085       183,790,430  

Palo Alto Networks, Inc.

    0       0       63,533       14,947,409 (a)          63,533       14,947,409 (a) 

Parametric Technology Corp.

    33,300       2,543,454 (a)      0       0       0       0       33,300       2,543,454 (a) 

Paylocity Holding Corp.

    29,900       3,887,150 (a)      0       0       0       0       29,900       3,887,150 (a) 

RingCentral, Inc.

    3,200       877,600 (a)      0       0       0       0       3,200       877,600 (a) 

Salesforce.com, Inc.

    1,116,787       195,203,200 (a)      635,397       111,061,042       0       0       1,752,184       306,264,242 (a) 

SAP SE sponsored ADR

    115,800       14,833,980       0       0       0       0       115,800       14,833,980  

ServiceNow, Inc.

    8,250       3,200,423 (a)      0       0       0       0       8,250       3,200,423 (a) 

Splunk, Inc.

    0       0       120,760       22,442,038 (a)          120,760       22,442,038 (a) 

SS&C Technologies Holdings, Inc.

    52,137       3,018,472       180,301       10,438,526       66,942       3,875,607       299,380       17,332,605  

SurveyMonkey

    75,800       1,527,370 (a)      0       0       0       0       75,800       1,527,370 (a) 

Synopsys, Inc.

    163,749       29,623,832 (a)      226,444       40,965,984 (a)      0       0       390,193       70,589,816 (a) 

VMware, Inc. Class A

    65,119       10,176,146 (a)      99,899       15,611,217 (a)      0       0       165,018       25,787,363 (a) 

Workday, Inc. Class A

    136,953       25,121,289 (a)      122,453       22,461,554 (a)      0       0       259,406       47,582,843 (a) 

Workiva, Inc.

    17,500       779,450 (a)      0       0       0       0       17,500       779,450 (a) 

Yext, Inc.

    156,600       2,472,714 (a)      0       0       0       0       156,600       2,472,714 (a) 

Zendesk, Inc.

    132,000       11,319,000 (a)      0       0       0       0       132,000       11,319,000 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,870,058,108         778,627,916         157,142,593         2,805,828,617  
   

 

 

     

 

 

     

 

 

     

 

 

 

Technology Hardware, Storage & Peripherals

               

Apple, Inc.

    3,229,093       1,026,657,828       725,377       230,626,363       0       0       3,954,470       1,257,284,191  

Hewlett Packard Enterprise Co.

    387,900       3,766,509       0       0       1,762,380       17,112,710       2,150,280       20,879,219  

HP, Inc.

    652,149       9,873,536       0       0       1,909,200       28,905,288       2,561,349       38,778,824  

NCR Corp.

    76,100       1,373,605 (a)      0       0       236,200       4,263,410 (a)      312,300       5,637,015 (a) 

NetApp, Inc.

    25,600       1,140,224       0       0       88,000       3,919,520       113,600       5,059,744  

Seagate Technology LLC

    89,700       4,757,688       0       0       343,000       18,192,720       432,700       22,950,408  

Western Digital Corp.

    212,638       9,434,748       0       0       104,634       4,642,611       317,272       14,077,359  

Xerox Holdings Corp.

    120,850       1,919,098       0       0       282,500       4,486,100       403,350       6,405,198  
   

 

 

     

 

 

     

 

 

     

 

 

 
      1,058,923,236         230,626,363         81,522,359         1,371,071,958  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL INFORMATION TECHNOLOGY

      5,474,690,760         1,848,931,562         974,128,701         8,297,751,023  
   

 

 

     

 

 

     

 

 

     

 

 

 

MATERIALS

               

Chemicals

               

AdvanSix, Inc. (a)

    0       0       0       0       59,849       708,612 (a)      59,849       708,612 (a) 

Albemarle Corp. U.S.

    12,700       971,804 (e)      0       0       43,700       3,343,924       56,400       4,315,728 (e) 

Amyris, Inc.

    1,018,200       3,797,886 (a)(e)      0       0       0       0       1,018,200       3,797,886 (a)(e) 

Cabot Corp.

    0       0       0       0       215,400       7,694,088       215,400       7,694,088  

Celanese Corp. Class A

    174,509       15,690,104       0       0       278,605       25,049,376       453,114       40,739,480  

CF Industries Holdings, Inc.

    271,648       7,978,302       0       0       0       0       271,648       7,978,302  

Corteva, Inc.

    98,399       2,687,277       0       0       583,165       15,926,236       681,564       18,613,513  

Dow, Inc.

    121,745       4,699,357       0       0       0       0       121,745       4,699,357  


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DuPont de Nemours, Inc.

    524,562       26,611,030                   0       0                   171,726       8,711,660                   696,288         35,322,690              

Eastman Chemical Co.

    447,223       30,446,942       0       0       399,867       27,222,945       847,090       57,669,887  

Ecolab, Inc.

    44,092       9,373,077       88,737       18,863,711       0       0       132,829       28,236,788  

FMC Corp.

    15,500       1,525,355       0       0       82,922       8,160,354       98,422       9,685,709  

Huntsman Corp.

    205,800       3,735,270       0       0       826,700       15,004,605       1,032,500       18,739,875  

Linde PLC

    447,786       90,605,019       0       0       0       0       447,786       90,605,019  

Livent Corp. (a)(e)

    505,600       3,407,744       0       0       0       0       505,600       3,407,744  

LyondellBasell Industries NV Class A

    181,872       11,596,159       0       0       539,031       34,368,617       720,903       45,964,776  

Nutrien Ltd.

    59,600       2,034,499       0       0       0       0       59,600       2,034,499  

PPG Industries, Inc.

    309,444       31,461,171       0       0       120,613       12,262,724       430,057       43,723,895  

RPM International, Inc.

    90,100       6,737,678       0       0       136,000       10,170,080       226,100       16,907,758  

Sherwin-Williams Co.

    23,682       14,063,556       0       0       0       0       23,682       14,063,556  

The Chemours Co. LLC

    73,300       960,963       0       0       279,700       3,666,867       353,000       4,627,830  

Trinseo SA

    47,700       981,666       0       0       0       0       47,700       981,666  

Valvoline, Inc.

    306,107       5,617,063       0       0       0       0       306,107       5,617,063  

Westlake Chemical Corp.

    217,400       10,369,980       0       0       0       0       217,400       10,369,980  
   

 

 

     

 

 

     

 

 

     

 

 

 
      285,351,902         18,863,711         172,290,088         476,505,701  
   

 

 

     

 

 

     

 

 

     

 

 

 

Construction Materials

               

CRH PLC sponsored ADR

    0       0       0       0       159,505       5,129,681       159,505       5,129,681  

Martin Marietta Materials, Inc.

    21,066       4,046,568       0       0       102,764       19,739,937       123,830       23,786,505  

Summit Materials, Inc.

    496,800       7,546,392 (a)      0       0       0       0       496,800       7,546,392 (a) 

Vulcan Materials Co.

    81,927       8,874,333       0       0       0       0       81,927       8,874,333  
   

 

 

     

 

 

     

 

 

     

 

 

 
      20,467,293         0         24,869,618         45,336,911  
   

 

 

     

 

 

     

 

 

     

 

 

 

Containers & Packaging

               

Avery Dennison Corp.

    102,200       11,310,474       0       0       30,256       3,348,432       132,456       14,658,906  

Ball Corp.

    0       0       0       0       109,418       7,797,127       109,418       7,797,127  

Berry Global Group, Inc.

    848,826       38,120,776 (a)      0       0       0       0       848,826       38,120,776 (a) 

Crown Holdings, Inc.

    353,289       23,115,699 (a)      0       0       55,800       3,650,994 (a)      409,089       26,766,693 (a) 

Graphic Packaging Holding Co.

    0       0       0       0       532,730       7,708,603       532,730       7,708,603  

International Paper Co.

    257,300       8,761,065       0       0       396,735       13,508,827       654,035       22,269,892  

O-I Glass, Inc.

    154,700       1,185,002       0       0       0       0       154,700       1,185,002  

Packaging Corp. of America

    73,663       7,470,165       0       0       131,413       13,326,592       205,076       20,796,757  

Sealed Air Corp.

    156,054       5,009,333       0       0       61,900       1,986,990       217,954       6,996,323  

Sonoco Products Co.

    9,500       492,195       0       0       32,556       1,686,726       42,056       2,178,921  

WestRock Co.

    49,500       1,388,970       0       0       604,402       16,959,520       653,902       18,348,490  
   

 

 

     

 

 

     

 

 

     

 

 

 
      96,853,679         0         69,973,811         166,827,490  
   

 

 

     

 

 

     

 

 

     

 

 

 

Metals & Mining

               

Barrick Gold Corp.

    0       0       0       0       643,422       15,442,128       643,422       15,442,128  

BHP Billiton Ltd. sponsored ADR

    101,700       4,790,070 (e)      0       0       0       0       101,700       4,790,070 (e) 

First Quantum Minerals Ltd.

    689,500       4,041,301       0       0       0       0       689,500       4,041,301  

Freeport-McMoRan, Inc.

    167,900       1,522,853       0       0       577,700       5,239,739       745,600       6,762,592  

Lundin Mining Corp.

    1,122,000       5,166,489       0       0       0       0       1,122,000       5,166,489  

Newmont Corp.

    364,815       21,330,733       0       0       73,907       4,321,342       438,722       25,652,075  

Nucor Corp.

    50,394       2,129,650       0       0       124,803       5,274,175       175,197       7,403,825  

Reliance Steel & Aluminum Co.

    8,000       776,000       0       0       86,764       8,416,108       94,764       9,192,108  

Steel Dynamics, Inc.

    25,800       685,248       0       0       88,800       2,358,528       114,600       3,043,776  

Wheaton Precious Metals Corp.

    69,400       2,990,019       0       0       0       0       69,400       2,990,019  

Yamana Gold, Inc.

    0       0       0       0       868,534       4,699,552       868,534       4,699,552  
   

 

 

     

 

 

     

 

 

     

 

 

 
      43,432,363         0         45,751,572         89,183,935  
   

 

 

     

 

 

     

 

 

     

 

 

 

Paper & Forest Products

               

Domtar Corp.

    62,600       1,277,040       0       0       211,100       4,306,440       273,700       5,583,480  

Schweitzer-Mauduit International, Inc.

    75,400       2,291,406       0       0       165,200       5,020,428       240,600       7,311,834  
   

 

 

     

 

 

     

 

 

     

 

 

 
      3,568,446         0         9,326,868         12,895,314  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL MATERIALS

      449,673,683         18,863,711         322,211,957         790,749,351  
   

 

 

     

 

 

     

 

 

     

 

 

 

REAL ESTATE

               

Equity Real Estate Investment Trusts (REITs)

               

Alexandria Real Estate Equities, Inc.

    59,900       9,207,828       0       0       0       0       59,900       9,207,828  

American Homes 4 Rent Class A

    61,600       1,554,784       0       0       262,545       6,626,636       324,145       8,181,420  

American Tower Corp.

    248,281       64,098,706       145,400       37,537,918       0       0       393,681       101,636,624  

Apartment Investment & Management Co. Class A

    19,840       731,501       0       0       0       0       19,840       731,501  

AvalonBay Communities, Inc.

    114,226       17,820,398       0       0       0       0       114,226       17,820,398  

Boston Properties, Inc.

    42,305       3,637,384       0       0       30,780       2,646,464       73,085       6,283,848  

Brandywine Realty Trust (SBI)

    0       0       0       0       614,800       5,932,820       614,800       5,932,820  

Brixmor Property Group, Inc.

    0       0       0       0       434,789       4,852,245       434,789       4,852,245  

Corporate Office Properties Trust (SBI)

    153,600       3,835,392       0       0       0       0       153,600       3,835,392  

Crown Castle International Corp.

    9,372       1,613,484       0       0       0       0       9,372       1,613,484  

CubeSmart

    72,700       2,069,042       0       0       0       0       72,700       2,069,042  


Table of Contents
                                                                                                                                                                                                                               

Digital Realty Trust, Inc.

    44,718       6,419,716                   0       0                   0       0                   44,718         6,419,716              

EastGroup Properties, Inc.

    0       0       0       0       33,566       3,902,048       33,566       3,902,048  

Equinix, Inc.

    29,450       20,545,204 (i)      31,222       21,781,404       0       0       60,672       42,326,608 (i) 

Equity Lifestyle Properties, Inc.

    156,388       9,742,972       0       0       100,000       6,230,000       256,388       15,972,972  

Equity Residential (SBI)

    246,439       14,924,346       0       0       0       0       246,439       14,924,346  

Essex Property Trust, Inc.

    47,790       11,601,978       0       0       0       0       47,790       11,601,978  

Extra Space Storage, Inc.

    31,801       3,076,747       0       0       0       0       31,801       3,076,747  

Federal Realty Investment Trust (SBI)

    0       0       0       0       64,878       5,184,401       64,878       5,184,401  

Hospitality Properties Trust (SBI)

    122,200       824,850       0       0       461,800       3,117,150       584,000       3,942,000  

Host Hotels & Resorts, Inc.

    133,600       1,595,184       0       0       0       0       133,600       1,595,184  

JBG SMITH Properties

    68,650       2,040,965       0       0       0       0       68,650       2,040,965  

Kimco Realty Corp.

    132,311       1,469,975       0       0       318,986       3,543,934       451,297       5,013,909  

Lexington Corporate Properties Trust

    31,200       303,264       0       0       666,800       6,481,296       698,000       6,784,560  

Medical Properties Trust, Inc.

    63,532       1,148,659       480,416       8,685,921       0       0       543,948       9,834,580  

Mid-America Apartment Communities, Inc.

    0       0       0       0       77,919       9,066,655       77,919       9,066,655  

Omega Healthcare Investors, Inc.

    83,300       2,593,962       0       0       356,200       11,092,068       439,500       13,686,030  

Outfront Media, Inc.

    137,000       1,923,480       0       0       244,260       3,429,410       381,260       5,352,890  

Paramount Group, Inc.

    0       0       0       0       715,000       5,512,650       715,000       5,512,650  

Park Hotels & Resorts, Inc.

    86,500       850,295       0       0       332,200       3,265,526       418,700       4,115,821  

Piedmont Office Realty Trust, Inc. Class A

    128,500       2,143,380       0       0       655,900       10,940,412       784,400       13,083,792  

Potlatch Corp.

    56,795       1,930,462       0       0       0       0       56,795       1,930,462  

Prologis, Inc.

    1,232,725       112,794,338       0       0       0       0       1,232,725       112,794,338  

Public Storage

    14,700       2,980,278       0       0       53,978       10,943,500       68,678       13,923,778  

Rayonier, Inc.

    0       0       0       0       292,715       6,951,981       292,715       6,951,981  

Realty Income Corp.

    29,538       1,633,747       0       0       0       0       29,538       1,633,747  

SBA Communications Corp. Class A

    27,444       8,620,984       0       0       0       0       27,444       8,620,984  

Simon Property Group, Inc.

    174,085       10,044,705       0       0       0       0       174,085       10,044,705  

SITE Centers Corp.

    166,350       943,205       0       0       0       0       166,350       943,205  

SL Green Realty Corp.

    137,937       5,809,906       0       0       0       0       137,937       5,809,906  

Sun Communities, Inc.

    0       0       0       0       47,000       6,447,930       47,000       6,447,930  

Ventas, Inc.

    518,053       18,105,952       0       0       0       0       518,053       18,105,952  

VEREIT, Inc.

    453,100       2,482,988       0       0       2,035,200       11,152,896       2,488,300       13,635,884  

VICI Properties, Inc.

    48,600       953,532       0       0       0       0       48,600       953,532  

Weyerhaeuser Co.

    616,421       12,445,540       0       0       244,921       4,944,955       861,342       17,390,495  
   

 

 

     

 

 

     

 

 

     

 

 

 
      364,519,133         68,005,243         132,264,977         564,789,353  
   

 

 

     

 

 

     

 

 

     

 

 

 

Real Estate Management & Development

               

CBRE Group, Inc.

    88,676       3,899,970 (a)      367,037       16,142,287 (a)      324,057       14,252,027       779,770       34,294,284 (a) 

Cushman & Wakefield PLC

    252,300       2,586,075 (a)      0       0       0       0       252,300       2,586,075 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 
      6,486,045         16,142,287         14,252,027         36,880,359  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL REAL ESTATE

      371,005,178         84,147,530         146,517,004         601,669,712  
   

 

 

     

 

 

     

 

 

     

 

 

 

UTILITIES

               

Electric Utilities

               

American Electric Power Co., Inc.

    290,200       24,739,550       0       0       435,524       37,128,421       725,724       61,867,971  

Duke Energy Corp.

    264,388       22,639,544       0       0       81,863       7,009,929       346,251       29,649,473  

Edison International

    109,500       6,363,045       0       0       228,857       13,298,880       338,357       19,661,925  

Entergy Corp.

    278,528       28,359,721       0       0       56,844       5,787,856       335,372       34,147,577  

Evergy, Inc.

    255,331       15,751,369       0       0       93,800       5,786,522       349,131       21,537,891  

Exelon Corp.

    527,165       20,195,691       0       0       657,000       25,169,670       1,184,165       45,365,361  

FirstEnergy Corp.

    54,200       2,290,492       0       0       176,700       7,467,342       230,900       9,757,834  

NextEra Energy, Inc.

    986,278       252,053,206       0       0       64,612       16,512,243       1,050,890       268,565,449  

NRG Energy, Inc.

    1,747,808       63,008,478       0       0       385,500       13,897,275       2,133,308       76,905,753  

OGE Energy Corp.

    23,100       723,492       0       0       79,636       2,494,200       102,736       3,217,692  

Pinnacle West Capital Corp.

    51,701       4,027,508       0       0       68,575       5,341,993       120,276       9,369,501  

Southern Co.

    846,288       48,297,656       0       0       0       0       846,288       48,297,656  

Xcel Energy, Inc.

    498,290       32,403,799       0       0       233,601       15,191,073       731,891       47,594,872  
   

 

 

     

 

 

     

 

 

     

 

 

 
      520,853,551         0         155,085,404         675,938,955  
   

 

 

     

 

 

     

 

 

     

 

 

 

Gas Utilities

               

Atmos Energy Corp.

    127,400       13,094,172       0       0       0       0       127,400       13,094,172  

UGI Corp.

    166,897       5,314,000       0       0       0       0       166,897       5,314,000  
   

 

 

     

 

 

     

 

 

     

 

 

 
      18,408,172         0         0         18,408,172  
   

 

 

     

 

 

     

 

 

     

 

 

 

Independent Power and Renewable Electricity Producers

               

NextEra Energy Partners LP

    39,300       2,008,623       0       0       0       0       39,300       2,008,623  

The AES Corp.

    502,119       6,271,466       0       0       256,269       3,200,800       758,388       9,472,266  

Vistra Energy Corp.

    321,360       6,568,598       0       0       1,014,305       20,732,394       1,335,665       27,300,992  
   

 

 

     

 

 

     

 

 

     

 

 

 
      14,848,687         0         23,933,194         38,781,881  
   

 

 

     

 

 

     

 

 

     

 

 

 


Table of Contents
                                                                                                                                                                                                               

Multi-Utilities

               

Ameren Corp.

    399,600       29,862,108       0       0       0         0       399,600         29,862,108  

CenterPoint Energy, Inc.

    124,600       2,215,388       0       0       100,952       1,794,927       225,552       4,010,315  

CenterPoint Energy, Inc.

    108,819       1,741,322 (k)      0       0       0       0       108,819       1,741,322 (k) 

Dominion Energy, Inc.

    155,085       13,183,776       0       0       0       0       155,085       13,183,776  

DTE Energy Co.

    3,209       345,192       0       0       0       0       3,209       345,192  

NiSource, Inc.

    815,055       19,422,761       0       0       0       0       815,055       19,422,761  

Public Service Enterprise Group, Inc.

    251,215       12,822,014       0       0       560,128       28,588,933       811,343       41,410,947  

Sempra Energy

    451,752       57,060,795       0       0       0       0       451,752       57,060,795  
   

 

 

     

 

 

     

 

 

     

 

 

 
      136,653,356         0         30,383,860         167,037,216  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL UTILITIES

      690,763,766         0         209,402,458         900,166,224  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL COMMON STOCKS

      22,062,108,833         4,692,180,399         7,308,578,685         34,062,867,917  
   

 

 

     

 

 

     

 

 

     

 

 

 

Convertible Preferred Stocks – 0.0%

               

CONSUMER DISCRETIONARY

               

Diversified Consumer Services

               

Airbnb, Inc. Series D

    0       0       98,859       6,355,645 (a)(m)(l)      0       0       98,859       6,355,645 (a)(m)(l) 
   

 

 

     

 

 

     

 

 

     

 

 

 

Internet & Direct Marketing Retail

               

The Honest Co., Inc. Series D

    32,084       1,468,164 (a)(k)(l)      0       0       0       0       32,084       1,468,164 (a)(k)(l) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL CONVERTIBLE PREFERRED STOCKS

      1,468,164         6,355,645         0         7,823,809  
   

 

 

     

 

 

     

 

 

     

 

 

 

Equity Funds – 22.5%

               

Large Blend Funds

               

Fidelity SAI U.S. Large Cap Index Fund

    64,400,039       1,056,804,634 (f)      4,953,880       81,293,175 (f)      32,407,040       531,799,524 (f)      101,760,959       1,669,897,333 (f) 

Fidelity SAI U.S. Low Volatility Index Fund

    0       0       0       0       33,865,138       489,689,898 (f)      33,865,138       489,689,898 (f) 

JPMorgan U.S. Large Cap Core Plus Fund Select Class

    28,680,102       698,647,292 (j)      0       0       0       0       28,680,102       698,647,292 (j) 

PIMCO StocksPLUS Absolute Return Fund Institutional Class

    49,982,553       507,322,916       0       0       0       0       49,982,553       507,322,916  
   

 

 

     

 

 

     

 

 

     

 

 

 
      2,262,774,842         81,293,175         1,021,489,422         3,365,557,439  
   

 

 

     

 

 

     

 

 

     

 

 

 

Large Growth Funds

               

Fidelity Contrafund

    0       0       10,108,354       144,953,803 (f)      0       0       10,108,354       144,953,803 (f) 

Fidelity Growth Company Fund

    3,266,803       80,232,680 (f)      120,728,015       2,965,080,055 (f)      0       0       123,994,818       3,045,312,735 (f) 

Fidelity SAI U.S. Momentum Index Fund

    1,193,650       16,973,699 (f)      231,701       3,294,795 (f)      0       0       1,425,351       20,268,494 (f) 

Fidelity SAI U.S. Quality Index Fund

    141,991,912       2,101,480,276 (f)      14,559,510       215,480,751 (f)      0       0       156,551,422       2,316,961,027 (f) 

Principal Blue Chip Fund Institutional Class

    0       0       5,468,630       156,293,451       0       0       5,468,630       156,293,451  
   

 

 

     

 

 

     

 

 

     

 

 

 
      2,198,686,655         3,485,102,855         0         5,683,789,510  
   

 

 

     

 

 

     

 

 

     

 

 

 

Large Value Funds

               

Fidelity SAI U.S. Value Index Fund

    0       0       0       0       5,950,647       51,830,133 (f)      5,950,647       51,830,133 (f) 

Invesco Diversified Dividend Fund Class R6

    0       0       0       0       8,586,887       149,755,308       8,586,887       149,755,308  
   

 

 

     

 

 

     

 

 

     

 

 

 
      0         0         201,585,441         201,585,441  
   

 

 

     

 

 

     

 

 

     

 

 

 

Mid-Cap Blend Funds

               

Fidelity Mid Cap Index Fund

    8,730,205       184,207,331 (f)      0       0       0       0       8,730,205       184,207,331 (f) 
   

 

 

     

 

 

     

 

 

     

 

 

 

Mid-Cap Growth Funds

               

Janus Henderson Enterprise Fund

    0       0       4,588,861       603,572,898       0       0       4,588,861       603,572,898  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL EQUITY FUNDS

      4,645,668,828         4,169,968,928         1,223,074,863         10,038,712,619  
   

 

 

     

 

 

     

 

 

     

 

 

 

Other – 0.0%

               

Commodity Funds – Broad Basket

               

Fidelity SAI Inflation-Focused Fund

    831,202       7,015,345 (f)      0       0       0       0       831,202       7,015,345 (f) 
   

 

 

     

 

 

     

 

 

     

 

 

 
    Principal         Principal         Principal         Principal    

U.S. Treasury Obligations – 0.0%

               

U.S. Treasury Bills, yield at date of purchase 0% to 0.26% 8/20/20 to 2/25/21

  $ 5,235,000       5,232,492 (h)    $ 0       0     $ 0       0     $ 5,235,000       5,232,492 (h) 
   

 

 

     

 

 

     

 

 

     

 

 

 
    Shares         Shares         Shares         Shares    

Money Market Funds – 1.1%

               

Fidelity Cash Central Fund 0.11%

    39,111,541       39,119,363 (b)      0       0       0       0       39,111,541       39,119,363 (b) 

Fidelity Securities Lending Cash Central Fund 0.10%

    51,687,030       51,692,199 (b)(d)      0       0       52,520,993       52,526,246 (b)(d)        104,208,023       104,218,445 (b)(d) 

Invesco Government & Agency Portfolio Institutional Class .12%

    221,716,147       221,716,147 (c)      39,109,592       39,109,592 (c)      0       0       260,825,739       260,825,739 (c) 

State Street Institutional U.S. Government Money Market Fund Premier Class .12%

    0       0       0       0       109,266,433       109,266,433 (c)      109,266,433       109,266,433 (c) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL MONEY MARKET FUNDS

      312,527,709         39,109,592         161,792,679         513,429,980  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL INVESTMENT PORTFOLIO – 100.0%

      27,034,021,371         8,907,614,564         8,693,446,227         44,635,082,162  

NET OTHER ASSETS (LIABILITIES) – (0.0)%

      (7,940,102       (2,104,705       (27,283,724       (37,328,531
   

 

 

     

 

 

     

 

 

     

 

 

 

NET ASSETS – 100%

    $ 27,026,081,269       $ 8,905,509,859       $ 8,666,162,503       $ 44,597,753,631  
   

 

 

     

 

 

     

 

 

     

 

 

 

Cost of Investments

    $ 18,948,703,354       $ 4,748,539,766       $ 7,190,892,720       $ 30,888,135,840  
   

 

 

     

 

 

     

 

 

     

 

 

 


Table of Contents

Fidelity Rutland Square Trust II: Strategic Advisers Core Fund

Fidelity Rutland Square Trust II: Strategic Advisers Value Fund

Fidelity Rutland Square Trust II: Strategic Advisers Growth Fund

Pro Forma Combined Investments

As of May 31, 2020 (Unaudited)

 

Strategic Advisers Core Fund     Strategic Advisers Growth Fund     Strategic Advisers Value Fund     Strategic Advisers Large Cap Value Fund  

(Acquired Fund)

    (Acquired Fund)     (Acquired Fund)     Pro Forma Combined  
Written Options                                                 Written Options                                  
Call
Options
  Counterparty   Number of
Contracts
    Notional
Amount
    Exercise
Price
    Expiration
Date
    Value                 Call Options   Counterparty   Number of
Contracts
    Notional
Amount
    Exercise
Price
    Expiration
Date
    Value  

Equinix, Inc

  Chicago Board Options Exchange     34     $ 2,371,942     $ 700.00       6/19/20     ($ 60,180       Equinix,
Inc
  Chicago Board Options Exchange     34     $ 2,371,942     $ 700.00       6/19/20     ($ 60,180

Walmart, Inc.

  Chicago Board Options Exchange     526     $ 6,525,556     $ 120.00       6/19/20     ($ 281,410       Walmart,
Inc.
  Chicago Board Options Exchange     526     $ 6,525,556     $ 120.00       6/19/20     ($ 281,410
           

 

 

                   

 

 

 

Total Written Options

            ($ 341,590       Total
Written
Options
            ($ 341,590
           

 

 

                   

 

 

 
Futures Contracts                                                 Futures Contracts                                  
    Number of
contracts
  Expiration
Date
    Notional
Amount
    Value     Unrealized
Appreciation/
(Depreciation)
                          Number of
contracts
  Expiration
Date
    Notional
Amount
    Value     Unrealized
Appreciation/
(Depreciation)
       
Purchased                                                 Purchased                                  
Equity
Index
Contracts
                                                Equity Index
Contracts
                                 

CME E-mini S&P 500 Index Contracts (United States)

  295     June 2020     $ 44,869,500     $ 5,979,719     $ 5,979,719           CME
E-mini
S&P 500
Index
Contracts
(United
States)
  295     June 2020     $ 44,869,500     $ 5,979,719     $ 5,979,719    
         

 

 

                   

 

 

   

The notional amount of futures as a percentage of Net Assets is 0.2%

 

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


Table of Contents

Fidelity Rutland Square Trust II: Strategic Advisers Core Fund

Fidelity Rutland Square Trust II: Strategic Advisers Value Fund

Fidelity Rutland Square Trust II: Strategic Advisers Growth Fund

Pro Forma Combined Investments

As of May 31, 2020 (Unaudited)

Strategic Advisers Core Fund

                 (Acquired Fund)                 

Legend

(a) Non-income producing

(b) 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.

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

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

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

(f) Affiliated Fund

(g) 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 $3,975,639 or 0.0% of net assets.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $3,747,719.

(i) 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 $8,897,498.

(j) 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.

(k) Restricted securities (including private placements) - 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 $8,937,986 or 0.0% of net assets.

(l) Level 3 security

Additional information on each restricted holding is as follows:

 

Security    Acquisition Date      Acquisition Cost  

CenterPoint Energy, Inc.

     5/7/20      $ 1,749,810  

The Honest Co., Inc. Series D

     8/12/15      $ 1,468,003  

Vertiv Holdings LLC

     2/6/20      $ 4,500,000  

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 Cash Central Fund

   $ 1,384,260  

Fidelity Securities Lending Cash Central Fund

     768,858  
  

 

 

 

Total

   $ 2,153,118  
  

 

 

 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Affiliated Underlying Funds

Fiscal year to date Information regarding the Fund’s investments in affiliated Underyling Funds, excluding any Money Market Central Funds, is presented below. Exchanged between classes of the same affiliated Underlying Funds may occur.

 

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

   $ 57,616,055      $ 2,583,440      $ 0      $ 2,583,440      $ 0     $ 20,033,185     $ 80,232,680  

Fidelity Mid Cap Index Fund

     0        165,000,000        0        0        0       19,207,331       184,207,331.00  

Fidelity SAI Inflation-Focused Fund

     0        6,500,000        0        0        0       515,345       7,015,345  

Fidelity SAI U.S. Large Cap Index Fund

     1,207,289,362        4,056,342,539        4,203,964,199        3,800,629        (84,591,215     81,728,147       1,056,804,634  

Fidelity SAI U.S. Momentum Index Fund

     318,762,606        5,598,578        325,000,000        5,598,578        57,264,409       (39,651,894     16,973,699  

Fidelity SAI U.S. Quality Index Fund

     2,148,868,718        294,790,234        440,000,000        294,790,254        (4,746,381     102,567,705       2,101,480,276  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 3,732,536,741      $ 4,530,814,791      $ 4,968,964,199      $ 306,772,901      $ (32,073,187   $ 184,399,819     $ 3,446,713,965  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

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, 2020, 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  

Equities:

         

Communication Services

    $ 2,431,247,031      $ 2,389,297,093     $ 41,949,938      $ 0  

Consumer Discretionary

     2,355,196,607       2,353,728,443       0        1,468,164  

Consumer Staples

     1,433,598,918       1,427,489,402       6,109,516        0  

Energy

     713,655,970       711,752,259       1,903,711        0  

Financials

     2,588,366,888       2,587,705,648       661,240        0  

Health Care

     3,573,206,625       3,489,715,962       83,490,663        0  

Industrials

     1,982,171,571       1,980,531,266       1,640,305        0  

Information Technology

     5,474,690,760       5,473,871,207       819,553        0  

Materials

     449,673,683       449,673,683       0        0  

Real Estate

     371,005,178       371,005,178       0        0  

Utilities

     690,763,766       689,022,444       1,741,322        0  

Equity Funds

     4,645,668,828       4,645,668,828       0        0  

Other

     7,015,345       7,015,345       0        0  

Other Short-Term Investments

     5,232,492       0       5,232,492        0  

Money Market Funds

     312,527,709       312,527,709       0        0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Investments in Securities:

    $ 27,034,021,371      $ 26,889,004,467     $ 143,548,740      $ 1,468,164  
  

 

 

   

 

 

   

 

 

    

 

 

 

Derivative Instruments:

         

Assets

         

Futures Contracts

    $ 5,979,719      $ 5,979,719     $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Assets

    $ 5,979,719      $ 5,979,719     $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Liabilities

         

Written Options

   ($ 341,590   ($ 341,590   $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Liabilities

   ($ 341,590   ($ 341,590   $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Derivative Instruments

    $ 5,638,129      $ 5,638,129     $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

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, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

 

Risk Exposure / Derivative Type    Asset      Liability  

Futures Contracts (a)

   $ 5,979,719       $ 0  

Written Options (b)

     0        (341,590
  

 

 

    

 

 

 

Total Equity Risk

     5,979,719        (341,590
  

 

 

    

 

 

 

Total Value of Derivatives

   $ 5,979,719      ($ 341,590
  

 

 

    

 

 

 

(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 Total accumulated earnings (loss).

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


Table of Contents

Strategic Advisers Growth Fund

                 (Acquired Fund)                 

Legend

(a) Non-income producing

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

(f) Affiliated Fund

(m) Restricted securities (including private placements) - 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 $6,355,645 or 0.1% of net assets.

(l) Level 3 security

Additional information on each restricted holding is as follows:

 

Security    Acquisition
Date
     Acquisition
Cost
 

Airbnb, Inc. Series D

     4/16/14      $ 4,024,850  

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

   $ 25,868  
  

 

 

 

Total

   $ 25,868  
  

 

 

 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Affiliated Underlying Funds

Fiscal year to date Information regarding the Fund’s investments in affiliated Underyling Funds, excluding any Money Market Central Funds, is presented below. Exchanged between classes of the same affiliated Underlying Funds may occur.

 

Affiliate   

Value,
beginning of
period

     Purchases      Sales Proceeds      Dividend
Income
     Realized
Gain (loss)
    Change in
Unrealized
appreciation
(depreciation)
    Value, end of
period
 

Fidelity Contrafund

   $ 523,366,843      $ 20,630,825      $ 432,363,022      $ 18,950,883      ($ 12,384,105   $ 45,703,262     $ 144,953,803  

Fidelity Growth Company Fund

     2,301,681,826        143,204,848        250,183,216        103,204,849        7,780,199       762,596,398       2,965,080,055  

Fidelity SAI U.S. Large Cap Index Fund

     25,922,833        2,212,341,424        2,168,644,669        2,574,345        7,344,796       4,328,791       81,293,175  

Fidelity SAI U.S. Momentum Index Fund

     466,705,072        7,992,273        470,000,000        7,992,273        16,791,573       (18,194,123     3,294,795  

Fidelity SAI U.S. Quality Index Fund

     979,028,121        124,012,826        887,611,107        123,034,639        190,686,954       (190,636,043     215,480,751  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 4,296,704,695      $ 2,508,182,196      $ 4,208,802,014      $ 255,756,989      $ 210,219,417     $ 603,798,285     $ 3,410,102,579  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

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.

The following is a summary of the inputs used, as of May 31, 2020, 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  

Equities:

           

Communication Services

   $ 561,534,837      $ 561,534,837      $ 0      $ 0  

Consumer Discretionary

     722,192,259        715,836,614        0        6,355,645  

Consumer Staples

     256,426,045        256,426,045        0        0  

Energy

     11,857,999        11,857,999        0        0  

Financials

     104,270,174        104,270,174        0        0  

Health Care

     762,279,518        762,279,518        0        0  

Industrials

     328,032,409        328,032,409        0        0  

Information Technology

     1,848,931,562        1,848,931,562        0        0  

Materials

     18,863,711        18,863,711        0        0  

Real Estate

     84,147,530        84,147,530        0        0  

Equity Funds

     4,169,968,928        4,169,968,928        0        0  

Money Market Funds

     39,109,592        39,109,592        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities:

   $ 8,907,614,564      $ 8,901,258,919      $ 0      $ 6,355,645  
  

 

 

    

 

 

    

 

 

    

 

 

 


Table of Contents

Strategic Advisers Value Fund

                 (Acquired Fund)                 

Legend

(a) Non-income producing

(b) 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.

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

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

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

(f) Affiliated Fund

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

   $ 796,564  
  

 

 

 

Total

   $ 796,564  
  

 

 

 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Affiliated Underlying Funds

Fiscal year to date Information regarding the Fund’s investments in affiliated Underyling Funds, excluding any Money Market Central Funds, is presented below. Exchanged between classes of the same affiliated Underlying Funds may occur.

 

Affiliate    Value,
beginning of
period
     Purchases      Sales Proceeds      Dividend
Income
     Realized
Gain (loss)
    Change in
Unrealized
appreciation
(depreciation)
     Value, end of
period
 

Fidelity SAI U.S. Large Cap Index Fund

   $ 169,787,209      $ 2,387,190,365      $ 2,014,017,732      $ 2,175,464      ($ 53,613,653   $ 42,453,335      $ 531,799,524  

Fidelity SAI U.S. Low Volatility Index Fund

     362,888,020        223,673,377        145,363,078        16,681,544        314,467       48,177,112        489,689,898  

Fidelity SAI U.S. Value Index Fund

     35,586,584        50,000,000        36,402,643        0        (2,048,135     4,694,327        51,830,133  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 568,261,813      $ 2,660,863,742      $ 2,195,783,453      $ 18,857,008      ($ 55,347,321   $ 95,324,774      $ 1,073,319,555  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

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, 2020, 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  

Equities:

           

Communication Services

   $ 522,356,380      $ 522,356,380      $ 0      $ 0  

Consumer Discretionary

     519,420,197        519,420,197        0        0  

Consumer Staples

     400,726,113        400,726,113        0        0  

Energy

     370,803,321        370,803,321        0        0  

Financials

     1,821,125,865        1,821,125,865        0        0  

Health Care

     1,197,927,652        1,197,927,652        0        0  

Industrials

     823,959,037        823,959,037        0        0  

Information Technology

     974,128,701        974,128,701        0        0  

Materials

     322,211,957        322,211,957        0        0  

Real Estate

     146,517,004        146,517,004        0        0  

Utilities

     209,402,458        209,402,458        0        0  

Equity Funds

     1,223,074,863        1,223,074,863        0        0  

Money Market Funds

     161,792,679        161,792,679        0        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities:

   $ 8,693,446,227      $ 8,693,446,227      $ 0      $ 0  
  

 

 

    

 

 

    

 

 

    

 

 

 


Table of Contents

Strategic Advisers Large Cap Fund

                 Pro Forma Combined                 

Legend

(a) Non-income producing

(b) 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.

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

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

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

(f) Affiliated Fund

(g) 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 $3,975,639 or 0.0% of net assets.

(h) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $3,747,719.

(i) 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 $8,897,498.

(j) 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.

(k) Restricted securities (including private placements) - 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 $8,937,986 or 0.0% of net assets.

(l) Level 3 security

(m) Restricted securities (including private placements) - 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 $6,355,645 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

 

Security    Acquisition
Date
     Acquisition
Cost
 

CenterPoint Energy, Inc.

     5/7/20      $ 1,749,810  

The Honest Co., Inc. Series D

     8/12/15      $ 1,468,003  

Vertiv Holdings LLC

     2/6/20      $ 4,500,000  

Airbnb, Inc. Series D

     4/16/14      $ 4,024,850  

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

   $ 1,384,260  

Fidelity Securities Lending Cash Central Fund

     1,591,290  
  

 

 

 

Total

   $ 2,975,550  
  

 

 

 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Affiliated Underlying Funds

Fiscal year to date Information regarding the Fund’s investments in affiliated Underyling Funds, excluding any Money Market Central Funds, is presented below. Exchanged between classes of the same affiliated Underlying Funds may occur.

 

Affiliate    Value,
beginning of
period
     Purchases      Sales Proceeds      Dividend
Income
     Realized
Gain (loss)
    Change in
Unrealized
appreciation
(depreciation)
    Value, end of
period
 

Fidelity Contrafund

   $ 523,366,843      $ 20,630,825      $ 432,363,022      $ 18,950,883      $ (12,384,105   $ 45,703,262     $ 144,953,803  

Fidelity Growth Company Fund

     2,359,297,881        145,788,288        250,183,216        105,788,289        7,780,199       782,629,583       3,045,312,735  

Fidelity Mid Cap Index Fund

     0        165,000,000        0        0        0       19,207,331       184,207,331  

Fidelity SAI Inflation-Focused Fund

     0        6,500,000        0        0        0       515,345       7,015,345  

Fidelity SAI U.S. Large Cap Index Fund

     1,402,999,404        8,655,874,328        8,386,626,600        8,550,438        (130,860,072     128,510,273       1,669,897,333  

Fidelity SAI U.S. Low Volatility Index Fund

     362,888,020        223,673,377        145,363,078        16,681,544        314,467       48,177,112       489,689,898  

Fidelity SAI U.S. Momentum Index Fund

     785,467,678        13,590,851        795,000,000        13,590,851        74,055,982       (57,846,017     20,268,494  

Fidelity SAI U.S. Quality Index Fund

     3,127,896,839        418,803,060        1,327,611,107        417,824,893        185,940,573       (88,068,338     2,316,961,027  

Fidelity SAI U.S. Value Index Fund

     35,586,584        50,000,000        36,402,643        0        (2,048,135     4,694,327       51,830,133  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 8,597,503,249      $ 9,699,860,729      $ 11,373,549,666      $ 581,386,898      $ 122,798,909     $ 883,522,878     $ 7,930,136,099  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

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, 2020, 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  

Equities:

         

Communication Services

    $ 3,515,138,248      $ 3,473,188,310     $ 41,949,938      $ 0  

Consumer Discretionary

     3,596,809,063       3,588,985,254       0        7,823,809  

Consumer Staples

     2,090,751,076       2,084,641,560       6,109,516        0  

Energy

     1,096,317,290       1,094,413,579       1,903,711        0  

Financials

     4,513,762,927       4,513,101,687       661,240        0  

Health Care

     5,533,413,795       5,449,923,132       83,490,663        0  

Industrials

     3,134,163,017       3,132,522,712       1,640,305        0  

Information Technology

     8,297,751,023       8,296,931,470       819,553        0  

Materials

     790,749,351       790,749,351       0        0  

Real Estate

     601,669,712       601,669,712       0        0  

Utilities

     900,166,224       898,424,902       1,741,322        0  

Equity Funds

     10,038,712,619       10,038,712,619       0        0  

Other

     7,015,345       7,015,345       0        0  

Other Short-Term Investments

     5,232,492       0       5,232,492        0  

Money Market Funds

     513,429,980       513,429,980       0        0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Investments in Securities:

    $ 44,635,082,162      $ 44,483,709,613     $ 143,548,740      $ 7,823,809  
  

 

 

   

 

 

   

 

 

    

 

 

 

Derivative Instruments:

         

Assets

         

Futures Contracts

    $ 5,979,719      $ 5,979,719     $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Assets

    $ 5,979,719      $ 5,979,719     $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Liabilities

         

Written Options

   ($ 341,590   ($ 341,590   $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Liabilities

   ($ 341,590   ($ 341,590   $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Derivative Instruments

    $ 5,638,129      $ 5,638,129     $ 0      $ 0  
  

 

 

   

 

 

   

 

 

    

 

 

 

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, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

 

Risk Exposure / Derivative Type    Asset      Liability  

Futures Contracts (a)

   $ 5,979,719      $ 0  

Written Options (b)

     0        (341,590
  

 

 

    

 

 

 

Total Equity Risk

     5,979,719        (341,590
  

 

 

    

 

 

 

Total Value of Derivatives

   $ 5,979,719      ($ 341,590
  

 

 

    

 

 

 

(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 Total accumulated earnings (loss).

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


Table of Contents
PART C.

OTHER INFORMATION

 

Item 15.

Indemnification

Pursuant to Del. Code Ann. title 12 § 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, “disabling conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument, that the officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, Inc. (“FIIOC”) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOC’s performance under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent contributed to by FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOC’s acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOC’s acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOC’s acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.


Table of Contents

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

 

Item 16.

Exhibits

 

(1)

Trust Instrument, dated March 8, 2006, is incorporated herein by reference to Exhibit (a) of the Initial Registration Statement on N-1A.

 

(2)

Bylaws of Fidelity Rutland Square Trust II, as amended and dated June 4, 2009, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 3.

 

(3)

Not applicable.

 

(4)

Agreement and Plan of Reorganization between Fidelity Rutland Square Trust II: Strategic Advisers Core Fund, Strategic Advisers Growth Fund, and Strategic Advisers Value Fund and Fidelity Rutland Square Trust II: Strategic Advisers Large Cap Fund is filed herein as Exhibit 1 to the Proxy Statement and Prospectus.

 

(5)

Articles II, VII, IX, X, and XI of the Trust Instrument, dated March 8, 2006, are incorporated herein by reference to Exhibit (a)  of the Initial Registration Statement on N-1A; and Articles IV and VI of the Bylaws of the Trust, as amended and dated June  4, 2009, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 3.

(6)

  (1)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Core Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment Nos. 91 & 94.

 

  (2)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Core Income Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment Nos. 91 & 94.

 

  (3)

Management Contract, dated June  7, 2018, between Strategic Advisers Fidelity Core Income Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment Nos. 79 & 82.

 

  (4)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Emerging Markets Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(4) of Post-Effective Amendment Nos. 91 & 94.

 

  (5)

Management Contract, dated September 13, 2018, between Strategic Advisers Fidelity Emerging Markets Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(8) of Post-Effective Amendment Nos. 82 & 85.

 

  (6)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment Nos. 91 & 94.

 

  (7)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Growth Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment Nos. 91 & 94.


Table of Contents
  (8)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Income Opportunities Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(8) of Post-Effective Amendment Nos. 91 & 94.

 

  (9)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers International Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(9) of Post-Effective Amendment Nos. 91 & 94.

 

  (10)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Fidelity International Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(10) of Post-Effective Amendment Nos. 91 & 94.

 

  (11)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Short Duration Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(11) of Post-Effective Amendment Nos. 91 & 94.

 

  (12)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Small-Mid Cap Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment Nos. 91 & 94.

 

  (13)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Tax-Sensitive Short Duration Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(13) of Post-Effective Amendment Nos. 91 & 94.

 

  (14)

Management Contract, dated June  3, 2020, between Strategic Advisers Large Cap Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(14) of Post-Effective Amendment Nos. 106 & 109.

 

  (15)

Amended and Restated Management Contract, dated October 1, 2018, between Strategic Advisers Value Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (d)(14) of Post-Effective Amendment Nos. 91 & 94.

 

  (16)

Sub-Advisory Agreement, dated November  13, 2009, between Strategic Advisers LLC and AllianceBernstein L.P., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment Nos. 102 & 105.

 

  (17)

Sub-Advisory Agreement, dated September  4, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(20) of Post-Effective Amendment Nos. 46 & 49.

 

  (18)

Amended and Restated Sub-Advisory Agreement, dated December  5, 2018, between Advisers LLC and Boston Partners Global Investors, Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(17) of Post-Effective Amendment Nos. 91 & 94.

 

  (19)

Sub-Advisory Agreement, dated September  4, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(21) of Post-Effective Amendment Nos. 46 & 49.

 

  (20)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2018, between Strategic Advisers LLC and ClariVest Asset Management LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(19) of Post-Effective Amendment Nos. 91 & 94.


Table of Contents
  (21)

Sub-Advisory Agreement, dated March  5, 2020, between Strategic Advisers LLC and ClearBridge Investments, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(20) of Post-Effective Amendment Nos. 102 & 105.

 

  (22)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(23) of Post-Effective Amendment Nos. 56 & 59.

 

  (23)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Geode Capital Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(24) of Post-Effective Amendment Nos. 56 & 59.

 

  (24)

Sub-Advisory Agreement, dated May  24, 2019, between Strategic Advisers LLC and Invesco Advisors Inc. on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment Nos. 96 & 99.

 

  (25)

Amended and Restated Sub-Advisory Agreement, dated March  7, 2017, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(26) of Post-Effective Amendment Nos. 58 & 61.

 

  (26)

Sub-Advisory Agreement, dated December 2, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Loomis, Sayles  & Company, L.P. on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(26) of Post-Effective Amendment Nos. 46 & 49.

 

  (27)

Amended and Restated Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and LSV Asset Management, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(27) of Post-Effective Amendment Nos. 106 & 109.

 

  (28)

Sub-Advisory Agreement, dated September  4, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Massachusetts Financial Services Company (currently known as MFS Investment Management (MFS)), on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(28) of Post-Effective Amendment Nos. 46 & 49.

 

  (29)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Principal Global Investors, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(29) of Post-Effective Amendment Nos. 106 & 109.

 

  (30)

Amended and Restated Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(30) of Post-Effective Amendment Nos. 106 & 109.

 

  (31)

Sub-Advisory Agreement, dated June  5, 2019, between Strategic Advisers LLC and PineBridge Investments LLC on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(28) of Post-Effective Amendment Nos. 96 & 99.

 

  (32)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2019, between Strategic Advisers LLC and PGIM, Inc, on behalf of Strategic Advisers Core Income Fund, is incorporated herein by reference to Exhibit (d)(30) of Post-Effective Amendment Nos. 102 & 105.

 

  (33)

Amended and Restated Sub-Advisory Agreement, dated December  2, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Pyramis Global Advisors, LLC, (currently known as FIAM LLC) on behalf of Strategic Advisers Core Income Fund, is incorporated herein by reference to Exhibit (d)(37) of Post-Effective Amendment Nos. 68 & 71.


Table of Contents
  (34)

Sub-Advisory Agreement, dated June  7, 2018, Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers Fidelity Core Income Fund is incorporated herein by reference to Exhibit (d)(54) of Post-Effective Amendment Nos. 79 & 82.

 

  (35)

Sub-Advisory Agreement, dated September  13, 2018, between Strategic Advisers LLC and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Conservative U.S. Equity Fund, is incorporated herein by reference to Exhibit (d)(32) of Post-Effective Amendment Nos. 96 & 99.

 

  (36)

Sub-Advisory Agreement, dated September  13, 2018, between Strategic Advisers LLC and ClariVest Asset Management LLC, on behalf of Strategic Advisers Conservative U.S. Equity Fund, is incorporated herein by reference to Exhibit (d)(33) of Post-Effective Amendment Nos. 96 & 99.

 

  (37)

Sub-Advisory Agreement, dated June  7, 2018, between Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers Conservative U.S. Equity Fund, is incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment Nos. 96 & 99.

 

  (38)

Sub-Advisory Agreement, dated February  25, 2019, between Strategic Advisers LLC and Acadian Asset Management LLC, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(35) of Post-Effective Amendment Nos. 96 & 99.

 

  (39)

Sub-Advisory Agreement, dated June  7, 2018, between Strategic Advisers LLC and Causeway Capital Management LLC, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(54) of Post-Effective Amendment Nos. 73 & 76.

 

  (40)

Amended and Restated Sub-Advisory Agreement, dated April  1, 2019, Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(37) of Post-Effective Amendment Nos. 96 & 99.

 

  (41)

Amended and Restated Sub-Advisory Agreement, dated June  5, 2019, between Strategic Advisers LLC and FIL Investment Advisors, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(38) of Post-Effective Amendment Nos. 96 & 99.

 

  (42)

Sub-Advisory Agreement, dated September  13, 2018, between Strategic Advisers LLC, and Schroder Investment Management North America Inc. on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(35) of Post-Effective Amendment Nos. 91 & 94.

 

  (43)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2018, between Strategic Advisers LLC and Somerset Capital Management LLP, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(36) of Post-Effective Amendment Nos. 91 & 94.

 

  (44)

Sub-Advisory Agreement, dated March  7, 2017, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and T. Rowe Price Associates, Inc. on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(60) of Post-Effective Amendment Nos. 58 & 61.

 

  (45)

Amended and Restated Sub-Advisory Agreement, dated April  1, 2019, between Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(42) of Post-Effective Amendment Nos. 96 & 99.

 

  (46)

Amended and Restated Sub-Advisory Agreement, dated as of June  1, 2019, between Strategic Advisers LLC and FIL Investment Advisors, on behalf of Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(43) of Post-Effective Amendment Nos. 96 & 99


Table of Contents
  (47)

Sub-Advisory Agreement, dated as of September  13, 2018, between Strategic Advisers LLC and Geode Capital Management, LLC, on behalf of Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(44) of Post-Effective Amendment Nos. 96 & 99.

 

  (48)

Sub-Advisory Agreement, dated March  8, 2018, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund is incorporated herein by reference to Exhibit (d)(67) of Post-Effective Amendment Nos. 67 & 70.

 

  (49)

Sub-Advisory Agreement, dated March  8, 2018, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Geode Capital Management, LLC, on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund is incorporated herein by reference to Exhibit (d)(68) of Post-Effective Amendment Nos. 67 & 70.

 

  (50)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2018, between Strategic Advisers LLC and ClariVest Asset Management LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(43) of Post-Effective Amendment Nos. 91 & 94.

 

  (51)

Sub-Advisory Agreement, dated March  5, 2020, between Strategic Advisers LLC and ClearBridge Investments, LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(49) of Post-Effective Amendment Nos. 102 & 105.

 

  (52)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(70) of Post-Effective Amendment Nos. 56 & 59.

 

  (53)

Amended and Restated Sub-Advisory Agreement, dated December  5, 2018, between Strategic Advisers LLC and Geode Capital Management, LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(49) of Post-Effective Amendment Nos. 96 & 99.

 

  (54)

Sub-Advisory Agreement, dated December 2, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Loomis, Sayles  & Company, L.P. on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(62) of Post-Effective Amendment Nos. 46 & 49.

 

  (55)

Sub-Advisory Agreement, dated September  11, 2013, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Massachusetts Financial Services Company (currently known as MFS Investment Management (MFS)), on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(59) of Post-Effective Amendment Nos. 40 & 43.

 

  (56)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Principal Global Investors, LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(56) of Post-Effective Amendment Nos. 106 & 109.

 

  (57)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Income Opportunities Fund, is incorporated herein by reference to Exhibit (d)(85) of Post-Effective Amendment Nos. 56 & 59.

 

  (58)

Sub-Advisory Agreement, dated December  4, 2019, between Strategic Advisers LLC and PGIM, Inc, on behalf of Strategic Advisers Income Opportunities Fund, is incorporated herein by reference to Exhibit (d)(58) of Post-Effective Amendment Nos. 106 & 109.

 

  (59)

Sub-Advisory Agreement, dated March  5, 2015, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Arrowstreet Capital, Limited Partnership on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(73) of Post-Effective Amendment Nos. 54 & 57.


Table of Contents
  (60)

Amended and Restated Sub-Advisory Agreement, dated December  6, 2012, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Causeway Capital Management LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(67) of Post-Effective Amendment Nos. 35 & 38.

 

  (61)

Amended and Restated Sub-Advisory Agreement, dated April  1, 2019, between Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(55) of Post-Effective Amendment Nos. 96 & 99.

 

  (62)

Amended and Restated Sub-Advisory Agreement, dated June  1, 2019, between Strategic Advisers LLC and FIL Investment Advisors, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(56) of Post-Effective Amendment Nos. 96 & 99.

 

  (63)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Geode Capital Management, LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(91) of Post-Effective Amendment Nos. 56 & 59.

 

  (64)

Sub-Advisory Agreement, dated September  4, 2019, between Strategic Advisers LLC and T. Rowe Price Associates, Inc, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(61) of Post-Effective Amendment Nos. 102 & 105.

 

  (65)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2018, between Strategic Advisers LLC and Massachusetts Financial Services Company (currently known as MFS Investment Management (MFS)), on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(54) of Post-Effective Amendment Nos. 91 & 94.

 

  (66)

Amended and Restated Sub-Advisory Agreement, dated June 3, 2020, between Strategic Advisers LLC and Thompson, Siegel  & Walmsley, LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(66) of Post-Effective Amendment Nos. 106 & 109.

 

  (67)

Amended and Restated Sub-Advisory Agreement, dated December  1, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and William Blair Investment Management, L.L.C., on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(94) of Post-Effective Amendment Nos. 56 & 59.

 

  (68)

Amended and Restated Sub-Advisory Agreement, dated April  1, 2019, between Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers International II Fund (currently known as Strategic Advisers Fidelity International Fund), is incorporated herein by reference to Exhibit (d)(61) of Post-Effective Amendment Nos. 96 & 99.

 

  (69)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIL Investment Advisors, on behalf of Strategic Advisers International II Fund (currently known as Strategic Advisers Fidelity International Fund), is incorporated herein by reference to Exhibit (d)(96) of Post-Effective Amendment Nos. 56 & 59.

 

  (70)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Geode Capital Management, LLC, on behalf of Strategic Advisers International II Fund (currently known as Strategic Advisers Fidelity International Fund), is incorporated herein by reference to Exhibit (d)(97) of Post-Effective Amendment Nos. 56 & 59.

 

  (71)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Allianceberstein L.P., on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(71) of Post-Effective Amendment Nos. 106 & 109.


Table of Contents
  (72)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(72) of Post-Effective Amendment Nos. 106 & 109.

 

  (73)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(73) of Post-Effective Amendment Nos. 106 & 109.

 

  (74)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Clarivest Asset Management LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(74) of Post-Effective Amendment Nos. 106 & 109.

 

  (75)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and Clearbridge Investments, LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(75) of Post-Effective Amendment Nos. 106 & 109.

 

  (76)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and FIAM LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(76) of Post-Effective Amendment Nos. 106 & 109.

 

  (77)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, Geode Capital Management, LLC on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(77) of Post-Effective Amendment Nos. 106 & 109.

 

  (78)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, Invesco Advisers, Inc on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(78) of Post-Effective Amendment Nos. 106 & 109.

 

  (79)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, J.P. Morgan Investment Management Inc. on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(79) of Post-Effective Amendment Nos. 106 & 109.

 

  (80)

Sub-Advisory Agreement, dated June 3, 2020, between Strategic Advisers LLC and, Loomis, Sayles  & Company, L.P, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(80) of Post-Effective Amendment Nos. 106 & 109.

 

  (81)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, LSV Asset Management, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(81) of Post-Effective Amendment Nos. 106 & 109.

 

  (82)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, PineBridge Investments LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(82) of Post-Effective Amendment Nos. 106 & 109.

 

  (83)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, Principal Global Investors, LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(83) of Post-Effective Amendment Nos. 106 & 109.

 

  (84)

Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and, T. Rowe Price Associates, Inc. on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (d)(84) of Post-Effective Amendment Nos. 106 & 109.

 

  (85)

Sub-Advisory Agreement, dated December  1, 2011, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Pyramis Global Advisors, LLC, (currently known as FIAM LLC) on behalf of Strategic Advisers Short Duration Fund, is incorporated herein by reference to Exhibit (d)(71) of Post-Effective Amendment Nos. 30 & 33.


Table of Contents
  (86)

Amended and Restated Sub-Advisory Agreement, dated July  1, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Short Duration Fund, is incorporated herein by reference to Exhibit (d)(87) of Post-Effective Amendment Nos. 54 & 57.

 

  (87)

Sub-Advisory Agreement, dated November  13, 2019, between Strategic Advisers LLC and AllianceBernstein L.P., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(70) of Post-Effective Amendment Nos. 102 & 105.

 

  (88)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2019, between Strategic Advisers LLC and Arrowmark Partners, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(71) of Post-Effective Amendment Nos. 102 & 105.

 

  (89)

Sub-Advisory Agreement, dated September 7, 2017, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Boston Partners Global Investors, Inc. on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(106) of Post-Effective Amendment Nos. 67 & 70.

 

  (90)

Sub-Advisory Agreement, dated June  7, 2018, between Strategic Advisers LLC and Geode Capital Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(108) of Post-Effective Amendment Nos. 73 & 76.

 

  (91)

Sub-Advisory Agreement, dated March 3, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(92) of Post-Effective Amendment Nos. 52 & 55.

 

  (92)

Amended and Restated Sub-Advisory Agreement, dated September 8, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and LSV Asset Management, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(108) of Post-Effective Amendment Nos. 58 & 61.

 

  (93)

Amended and Restated Sub-Advisory Agreement, dated July 1, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Portolan Capital Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(118) of Post-Effective Amendment Nos. 56 & 59.

 

  (94)

Amended and Restated Sub-Advisory Agreement, dated March  8, 2018, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(112) of Post-Effective Amendment Nos. 68 & 71.

 

  (95)

Sub-Advisory Agreement, dated September 7, 2017, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Rice Hall James  & Associates, LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(113) of Post-Effective Amendment Nos. 67 & 70.

 

  (96)

Sub-Advisory Agreement, dated July 29, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Victory Capital Management Inc. on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(116) of Post-Effective Amendment Nos. 73 & 76.


Table of Contents
  (97)

Sub-Advisory Agreement, dated December  6, 2017, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (d)(134) of Post-Effective Amendment Nos. 67 & 70.

 

  (98)

Sub-Advisory Agreement, dated December 6, 2017, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (d)(137) of Post-Effective Amendment Nos. 65 & 68.

 

  (99)

Amended and Restated Sub-Advisory Agreement, dated October  1, 2019, between Strategic Advisers LLC and Wells Capital Management, Incorporated on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (d)(82) of Post-Effective Amendment Nos. 102 & 105.

 

  (100)

Sub-Advisory Agreement, dated December  17, 2012, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(92) of Post-Effective Amendment Nos. 35 & 38.

 

  (101)

Amended and Restated Sub-Advisory Agreement, dated December  5, 2018, between Strategic Advisers LLC and Boston Partners Global Investors, Inc., on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(79) of Post-Effective Amendment Nos. 91 & 94.

 

  (102)

Amended and Restated Sub-Advisory Agreement, dated June  1, 2014, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(96) of Post-Effective Amendment Nos. 44 & 47.

 

  (103)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and FIAM LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(142) of Post-Effective Amendment Nos. 56 & 59.

 

  (104)

Sub-Advisory Agreement, dated October  18, 2016, between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and Geode Capital Management, LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(143) of Post-Effective Amendment Nos. 56 & 59.

 

  (105)

Sub-Advisory Agreement, dated March  7, 2017 between Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(136) of Post-Effective Amendment Nos. 58 & 61.

 

  (106)

Amended and Restated Sub-Advisory Agreement, dated June  3, 2020, between Strategic Advisers LLC and LSV Asset Management, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(106) of Post-Effective Amendment Nos. 106 & 109.

 

  (107)

Sub-SubAdvisory Agreement and Schedule A, dated June 7, 2018, between FIAM LLC and Fidelity Management & Research (Hong Kong) Limited on behalf of Strategic Advisers Conservative U.S. Equity Fund, Strategic Advisers Fidelity Core Income Fund and Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(87) of Post-Effective Amendment Nos. 91 & 94.

 

  (108)

Sub-SubAdvisory Agreement and Schedule A, dated June 7, 2018, between FIAM LLC and Fidelity Management & Research (Japan) Limited on behalf of Strategic Advisers Conservative U.S. Equity Fund, Strategic Advisers Fidelity Core Income Fund and Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(88) of Post-Effective Amendment Nos. 91 & 94.


Table of Contents
  (109)

Sub-SubAdvisory Agreement and Schedule A, dated June 7, 2018, between FIAM LLC and FMR Investment Management (U.K.) Limited on behalf of Strategic Advisers Conservative U.S. Equity Fund, Strategic Advisers Fidelity Core Income Fund and Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(89) of Post-Effective Amendment Nos. 91 & 94.

 

  (110)

Amended and Restated Sub-SubAdvisory Agreement and Schedule A, dated June 3, 2020, between FIAM LLC and Fidelity Management & Research (Hong Kong) Limited on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (d)(110) of Post-Effective Amendment Nos. 106 & 109.

 

  (111)

Form of Amended and Restated Sub-SubAdvisory Agreement and Schedule A, between FIAM LLC and Fidelity Management & Research (Japan) Limited on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (d)(111) of Post-Effective Amendment Nos. 106 & 109.

 

  (112)

Amended and Restated Sub-SubAdvisory Agreement and Schedule A, dated June 3, 2020, between FIAM LLC and FMR Investment Management (UK) Limited on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (d)(112) of Post-Effective Amendment Nos. 106 & 109.

 

  (113)

Form of Sub-SubAdvisory Agreement and Schedule A between FIL Investment Advisors and FIL Investment Advisors (U.K.) Limited, on behalf of Strategic Advisers International Fund, Strategic Advisers Fidelity International Fund (formally known as Strategic Advisers International II Fund), Strategic Advisers Emerging Markets Fund, Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(74) of Post-Effective Amendment Nos. 82 & 85.

 

  (114)

Amended and Restated Sub-SubAdvisory Agreement, dated July 1, 2020 between Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited on behalf of Strategic Advisers Emerging Markets Fund is incorporated herein by reference to Exhibit (d)(114) of Post-Effective Amendment Nos. 106 & 109.

 

  (115)

Amended and Restated Sub-SubAdvisory Agreement, dated September 13, 2018 between T. Rowe Price Associates, Inc. and T. Rowe Price International, Ltd. on behalf of Strategic Advisers Emerging Markets Fund is incorporated herein by reference to Exhibit (d)(97) of Post-Effective Amendment Nos. 96 & 99.

 

(7)

 

  (1)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment Nos. 102 & 105.

 

  (2)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Core Income Fund, is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment Nos. 102 & 105.

 

  (3)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment Nos. 102 & 105.

 

  (4)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Fidelity Core Income Fund is incorporated herein by reference to Exhibit (e)(4) of Post-Effective Amendment Nos. 102 & 105.


Table of Contents
  (5)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Fidelity Emerging Markets Fund, is incorporated herein by reference to Exhibit (e)(5) of Post-Effective Amendment Nos. 102 & 105.

 

  (6)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Fidelity International Fund, is incorporated herein by reference to Exhibit (e)(6) of Post-Effective Amendment Nos. 102 & 105.

 

  (7)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund, is incorporated herein by reference to Exhibit (e)(7) of Post-Effective Amendment Nos. 102 & 105.

 

  (8)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (e)(8) of Post-Effective Amendment Nos. 102 & 105.

 

  (9)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Income Opportunities Fund, is incorporated herein by reference to Exhibit (e)(9) of Post-Effective Amendment Nos. 102 & 105.

 

  (10)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (e)(10) of Post-Effective Amendment Nos. 102 & 105.

 

  (11)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Short Duration Fund, is incorporated herein by reference to Exhibit (e)(11) of Post-Effective Amendment Nos. 102 & 105.

 

  (12)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (e)(12) of Post-Effective Amendment Nos. 102 & 105.

 

  (13)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is incorporated herein by reference to Exhibit (e)(13) of Post-Effective Amendment Nos. 102 & 105.

 

  (14)

General Distribution Agreement, dated June 3, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Large Cap Fund, is incorporated herein by reference to Exhibit (e)(14) of Post-Effective Amendment Nos. 106 & 109.

 

  (15)

Amended and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Rutland Square Trust II and Fidelity Distributors Company LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (e)(14) of Post-Effective Amendment Nos. 102 & 105.

 

(8)

            None.


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(9)

 

  (1)

Custodian Agreement dated April  12, 2007 between Mellon Bank, N.A. (currently known as The Bank of New York Mellon) and Fidelity Rutland Square Trust II on behalf of Strategic Advisers Core Fund, Strategic Advisers Fidelity Emerging Markets Fund, Strategic Advisers Growth Fund, and Strategic Advisers Large Cap Fund is incorporated herein by reference to Exhibit (g)(1) of Fidelity Commonwealth Trust II’s (File No. 333-139428) Post-Effective Amendment No. 3.

 

  (2)

Custodian Agreement dated April  12, 2007 between State Street Bank & Trust Company and Fidelity Rutland Square Trust II on behalf of Strategic Advisers Core Income Fund, Strategic Advisers Fidelity Core Income Fund Strategic Advisers Emerging Markets Fund, Strategic Advisers Fidelity U.S. Total Stock Fund, Strategic Advisers Income Opportunities Fund, Strategic Advisers International Fund, Strategic Advisers Fidelity International Fund, Strategic Advisers Short Duration Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Tax-Sensitive Short Duration Fund, and Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (g) of Fidelity Rutland Square Trust II’s (File No. 333-139427) Post-Effective Amendment No. 1.

(10)

 

  (1)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Fund is incorporated herein by reference to Exhibit (m)(1) of Post-Effective Amendment Nos. 102 & 105.

 

  (2)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Income Fund is incorporated herein by reference to Exhibit (m)(2) of Post-Effective Amendment Nos. 102 & 105.

 

  (3)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Fidelity Core Income Fund is incorporated herein by reference to Exhibit (m)(3) of Post-Effective Amendment Nos. 102 & 105.

 

  (4)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Emerging Markets Fund is incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment Nos. 102 & 105.

 

  (5)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Fidelity Emerging Markets Fund is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment Nos. 102 & 105.

 

  (6)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Fidelity International Fund, is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment Nos. 102 & 105.

 

  (7)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Fidelity U.S. Total Stock Fund is incorporated herein by reference to Exhibit (m)(7) of Post-Effective Amendment Nos. 102 & 105.

 

  (8)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Growth Fund is incorporated herein by reference to Exhibit (m)(8) of Post-Effective Amendment Nos. 102 & 105.

 

  (9)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Income Opportunities Fund is incorporated herein by reference to Exhibit (m)(9) of Post-Effective Amendment Nos. 102 & 105.


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  (10)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International Fund is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment Nos. 102 & 105.

 

  (11)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Short Duration Fund is incorporated herein by reference to Exhibit (m)(11) of Post-Effective Amendment Nos. 102 & 105.

 

  (12)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Small-Mid Cap Fund is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment Nos. 102 & 105.

 

  (13)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Tax-Sensitive Short Duration Fund is incorporated herein by reference to Exhibit (m)(13) of Post-Effective Amendment Nos. 102 & 105.

 

  (14)

Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Large Cap Fund is incorporated herein by reference to Exhibit (m)(14) of Post-Effective Amendment Nos. 106 & 109.

 

  (15)

Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Value Fund is incorporated herein by reference to Exhibit (m)(14) of Post-Effective Amendment Nos. 102 & 105.

 

(11)

Opinion and consent of counsel Dechert LLP, as to the legality of shares being registered is incorporated herein by reference to Exhibit 11 of Fidelity Rutland Square Trust II’s N-14.

 

(12)

Opinion and Consent of counsel Dechert LLP, as to tax matters - To be filed by Post-Effective Amendment.

 

(13)

 

  (1)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Core Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(1) of Post-Effective Amendment Nos. 46 & 49.

 

  (2)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Core Income Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(2) of Post-Effective Amendment Nos. 46 & 49.

 

  (3)

Management Fee Waiver Agreement, dated June 7, 2018, between Strategic Advisers Fidelity Core Income Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (h)(4) of Post-Effective Amendment Nos. 79 & 82.

 

  (4)

Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Emerging Markets Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(4) of Post-Effective Amendment Nos. 46 & 49.

 

  (5)

Management Fee Waiver Agreement, dated September 13, 2018, between Strategic Advisers Fidelity Emerging Markets Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (h)(7) of Post-Effective Amendment Nos. 82 & 85

 

  (6)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Growth Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(6) of Post-Effective Amendment Nos. 46 & 49.


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  (7)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Income Opportunities Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(7) of Post-Effective Amendment Nos. 46 & 49.

 

  (8)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers International Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(9) of Post-Effective Amendment Nos. 46 & 49.

 

  (9)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers International II Fund (currently known as Strategic Advisers Fidelity International Fund) and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(10) of Post-Effective Amendment Nos. 46 & 49.

 

  (10)

Management Fee Waiver Agreement, dated June 3, 2020, between Strategic Advisers Large Cap Fund and Strategic Advisers LLC is incorporated herein by reference to Exhibit (h)(10) of Post-Effective Amendment Nos. 106 & 109.

 

  (11)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Short Duration Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(11) of Post-Effective Amendment Nos. 46 & 49.

 

  (12)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Small-Mid Cap Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(12) of Post-Effective Amendment Nos. 46 & 49.

 

  (13)

Management Fee Waiver Agreement, dated December 6, 2017, between Strategic Advisers Tax-Sensitive Short Duration Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(13) of Post-Effective Amendment Nos. 63 & 66.

 

  (14)

Management Fee Waiver Agreement, dated March 8, 2018, between Strategic Advisers Fidelity U.S. Total Stock Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(15) of Post-Effective Amendment Nos. 67 & 70.

 

  (15)

Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Value Fund and Strategic Advisers, Inc. (currently known as Strategic Advisers LLC) is incorporated herein by reference to Exhibit (h)(16) of Post-Effective Amendment Nos. 73 & 76.

 

(14)

Consent of PricewaterhouseCoopers LLP, dated September 1, 2020, is filed herein as Exhibit 14.

 

(15)

Not applicable.

 

(16)

Power of Attorney, dated July 1, 2020, is filed herein as Exhibit 16.

 

(17)

Not applicable.

 

Item 17.

Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of the prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.


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(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each Post-Effective Amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the Reorganization described in this Registration Statement that contains an opinion of counsel supporting the tax matters discussed in this Registration Statement.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 3rd day of September 2020.

 

Fidelity Rutland Square Trust II
By  

/s/ Stacie M. Smith

  Stacie M. Smith, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

(Signature)

  

(Title)

 

(Date)

/s/ Stacie M. Smith

   President and Treasurer   September 3, 2020
Stacie M. Smith    (Principal Executive Officer)  

/s/ John J. Burke III

   Chief Financial Officer   September 3, 2020
John J. Burke III    (Principal Financial Officer)  

*

   Trustee   September 3, 2020
Peter C. Aldrich     

*

   Trustee   September 3, 2020
Charles S. Morrison     

*

   Trustee   September 3, 2020
Mary C. Farrell     

/s/ Brian B. Hogan

   Trustee   September 3, 2020
Brian B. Hogan     

*

   Trustee   September 3, 2020
Karen Kaplan     

*

   Trustee   September 3, 2020
Robert A. Lawrence     

*

   Trustee   September 3, 2020
Heidi L. Steiger     

 

*   By:  

/s/ Megan C. Johnson

    Megan C. Johnson, pursuant to a power of attorney dated July 1, 2020 and filed herewith.