-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxF9u6pf46n/KdZJL6/SExVkN4QQa0wxno1W1rKNxuYhfZ47qizS8OLmikzfxlF6 i8CsmNi3ooBP1ufvIQ5oVw== 0000205323-10-000002.txt : 20100127 0000205323-10-000002.hdr.sgml : 20100127 20100127135450 ACCESSION NUMBER: 0000205323-10-000002 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20100127 DATE AS OF CHANGE: 20100127 EFFECTIVENESS DATE: 20100127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity Commonwealth Trust II CENTRAL INDEX KEY: 0001364923 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-21990 FILM NUMBER: 10550046 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 0001364923 S000024450 Fidelity Strategic Advisers Value Fund C000072532 Fidelity Strategic Advisers Value Fund N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21990

Fidelity Commonwealth Trust II
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices)       (Zip code)

Stephen D. Fisher, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

May 31

 

 

Date of reporting period:

November 30, 2009

Item 1. Reports to Stockholders

Fidelity® Strategic Advisers®
Value Fund

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

fid21

Semiannual Report

November 30, 2009

Strategic Advisers, Inc.

A Fidelity Investments Company

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2009 to November 30, 2009).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

 



Annualized
Expense Ratio


Beginning
Account Value
June 1, 2009


Ending
Account Value
November 30, 2009

Expenses Paid
During Period
*
June 1, 2009 to
November 30, 2009

Actual

.85%

$ 1,000.00

$ 1,175.40

$ 4.64

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,020.81

$ 4.31

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Chevron Corp.

3.2

3.1

JPMorgan Chase & Co.

3.0

3.2

AT&T, Inc.

2.6

3.2

Bank of America Corp.

2.5

1.6

Wells Fargo & Co.

2.5

2.8

McDonald's Corp.

2.3

2.5

Abbott Laboratories

2.0

2.3

General Dynamics Corp.

1.9

2.2

Goldman Sachs Group, Inc.

1.9

1.9

Occidental Petroleum Corp.

1.8

1.5

 

23.7

Top Five Market Sectors as of November 30, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.2

22.8

Energy

18.1

17.1

Industrials

10.2

8.2

Information Technology

9.4

7.9

Consumer Discretionary

9.4

7.2

Asset Allocation (% of fund's net assets)

As of November 30, 2009*

As of May 31, 2009**

fid28

Stocks 96.9%

 

fid28

Stocks 96.7%

 

fid31

Short-Term
Investments and
Net Other Assets 3.1%

 

fid31

Short-Term
Investments and
Net Other Assets 3.3%

 

* Foreign investments

11.4%

 

** Foreign investments

12.4%

 


fid34

Semiannual Report

Investments November 30, 2009 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.9%

Shares

Value

CONSUMER DISCRETIONARY - 9.4%

Distributors - 0.2%

Genuine Parts Co.

28,700

$ 1,028,321

Hotels, Restaurants & Leisure - 3.1%

Carnival Corp. unit

144,744

4,636,150

McDonald's Corp.

208,906

13,213,305

 

17,849,455

Leisure Equipment & Products - 0.2%

Mattel, Inc.

73,300

1,426,418

Media - 0.6%

Comcast Corp. Class A

118,100

1,732,527

The Walt Disney Co.

65,200

1,970,344

 

3,702,871

Multiline Retail - 0.3%

Nordstrom, Inc.

44,800

1,498,560

Specialty Retail - 2.9%

Best Buy Co., Inc.

159,672

6,838,752

H&M Hennes & Mauritz AB (B Shares)

31,700

1,874,494

Ross Stores, Inc.

74,700

3,285,306

Staples, Inc.

212,129

4,946,848

 

16,945,400

Textiles, Apparel & Luxury Goods - 2.1%

NIKE, Inc. Class B

153,921

9,987,934

VF Corp.

27,100

1,970,712

 

11,958,646

TOTAL CONSUMER DISCRETIONARY

54,409,671

CONSUMER STAPLES - 5.4%

Beverages - 1.1%

Diageo PLC sponsored ADR

18,200

1,230,502

PepsiCo, Inc.

83,313

5,183,735

 

6,414,237

Food & Staples Retailing - 2.2%

Costco Wholesale Corp.

20,800

1,246,128

CVS Caremark Corp.

154,694

4,797,061

Shoppers Drug Mart Corp.

30,000

1,228,423

Wal-Mart de Mexico SA de CV Class V sponsored ADR

33,700

1,379,004

Wal-Mart Stores, Inc.

73,100

3,987,605

 

12,638,221

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 1.3%

Archer Daniels Midland Co.

65,300

$ 2,011,893

Nestle SA sponsored ADR

110,906

5,259,163

 

7,271,056

Household Products - 0.8%

Procter & Gamble Co.

72,900

4,545,315

TOTAL CONSUMER STAPLES

30,868,829

ENERGY - 18.1%

Energy Equipment & Services - 3.3%

Halliburton Co.

183,277

5,381,013

Schlumberger Ltd.

74,200

4,740,638

Transocean Ltd. (a)

108,226

9,241,418

 

19,363,069

Oil, Gas & Consumable Fuels - 14.8%

Anadarko Petroleum Corp.

119,642

7,122,288

Apache Corp.

98,842

9,417,666

Cameco Corp.

24,100

692,290

Chevron Corp.

239,659

18,702,984

CNOOC Ltd.

1,437,700

2,224,900

Devon Energy Corp.

87,900

5,920,065

Exxon Mobil Corp.

112,800

8,467,896

Hess Corp.

124,608

7,222,280

Marathon Oil Corp.

134,100

4,374,342

Occidental Petroleum Corp.

126,522

10,221,712

Peabody Energy Corp.

66,684

2,964,771

Total SA Series B

128,200

7,950,219

 

85,281,413

TOTAL ENERGY

104,644,482

FINANCIALS - 23.2%

Capital Markets - 3.4%

Bank of New York Mellon Corp.

81,800

2,179,152

BlackRock, Inc. Class A

17,800

4,042,024

Franklin Resources, Inc.

12,800

1,382,784

Goldman Sachs Group, Inc.

63,987

10,856,034

Morgan Stanley

41,300

1,304,254

 

19,764,248

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - 5.7%

BB&T Corp.

49,300

$ 1,227,570

Fifth Third Bancorp

364,098

3,670,108

HSBC Holdings PLC sponsored ADR

22,400

1,321,824

PNC Financial Services Group, Inc.

93,440

5,327,014

Toronto-Dominion Bank

41,000

2,581,582

U.S. Bancorp, Delaware

178,651

4,310,849

Wells Fargo & Co.

510,088

14,302,868

 

32,741,815

Consumer Finance - 2.1%

American Express Co.

154,202

6,450,270

Capital One Financial Corp.

139,777

5,361,846

 

11,812,116

Diversified Financial Services - 5.5%

Bank of America Corp.

902,930

14,311,441

JPMorgan Chase & Co.

415,426

17,651,451

 

31,962,892

Insurance - 4.8%

ACE Ltd.

70,400

3,429,184

Everest Re Group Ltd.

29,000

2,468,190

HCC Insurance Holdings, Inc.

194,300

5,077,059

Lincoln National Corp.

253,905

5,816,964

MetLife, Inc.

151,800

5,190,042

Prudential Financial, Inc.

119,783

5,971,183

 

27,952,622

Real Estate Investment Trusts - 1.4%

AvalonBay Communities, Inc.

52,805

3,814,633

Corporate Office Properties Trust (SBI)

36,800

1,258,192

Public Storage

8,600

684,388

Simon Property Group, Inc.

29,141

2,117,385

 

7,874,598

Real Estate Management & Development - 0.3%

Hong Kong Land Holdings Ltd.

315,000

1,559,250

TOTAL FINANCIALS

133,667,541

HEALTH CARE - 9.2%

Health Care Equipment & Supplies - 1.8%

Becton, Dickinson & Co.

37,000

2,767,600

Boston Scientific Corp. (a)

327,663

2,742,539

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Covidien PLC

28,700

$ 1,343,734

Medtronic, Inc.

87,800

3,726,232

 

10,580,105

Life Sciences Tools & Services - 0.8%

Thermo Fisher Scientific, Inc. (a)

95,959

4,532,144

Pharmaceuticals - 6.6%

Abbott Laboratories

216,706

11,808,310

Bristol-Myers Squibb Co.

216,115

5,469,871

Johnson & Johnson

81,900

5,146,596

Merck & Co., Inc.

190,477

6,897,172

Pfizer, Inc.

190,700

3,465,019

Teva Pharmaceutical Industries Ltd. sponsored ADR

98,900

5,220,931

 

38,007,899

TOTAL HEALTH CARE

53,120,148

INDUSTRIALS - 10.2%

Aerospace & Defense - 4.7%

General Dynamics Corp.

167,608

11,045,367

L-3 Communications Holdings, Inc.

60,000

4,702,200

Lockheed Martin Corp.

64,700

4,996,781

United Technologies Corp.

97,308

6,542,990

 

27,287,338

Air Freight & Logistics - 0.5%

FedEx Corp.

18,100

1,528,545

United Parcel Service, Inc. Class B

24,500

1,408,015

 

2,936,560

Commercial Services & Supplies - 1.5%

Waste Management, Inc.

256,585

8,426,251

Industrial Conglomerates - 1.3%

3M Co.

16,800

1,300,992

General Electric Co.

367,300

5,884,146

 

7,185,138

Machinery - 1.0%

Caterpillar, Inc.

26,200

1,529,818

PACCAR, Inc.

110,488

4,096,895

 

5,626,713

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.2%

Norfolk Southern Corp.

25,600

$ 1,315,840

Union Pacific Corp.

92,350

5,842,061

 

7,157,901

TOTAL INDUSTRIALS

58,619,901

INFORMATION TECHNOLOGY - 9.4%

Communications Equipment - 1.3%

Harris Corp.

85,600

3,757,840

QUALCOMM, Inc.

78,600

3,537,000

 

7,294,840

Computers & Peripherals - 2.6%

Hewlett-Packard Co.

127,291

6,244,896

International Business Machines Corp.

70,627

8,923,721

 

15,168,617

Electronic Equipment & Components - 0.3%

Corning, Inc.

123,500

2,059,980

IT Services - 1.3%

Automatic Data Processing, Inc.

64,200

2,789,490

MasterCard, Inc. Class A

18,616

4,483,850

 

7,273,340

Semiconductors & Semiconductor Equipment - 1.3%

Applied Materials, Inc.

137,673

1,694,755

Intel Corp.

168,900

3,242,880

Texas Instruments, Inc.

110,400

2,792,016

 

7,729,651

Software - 2.6%

Microsoft Corp.

320,829

9,435,581

Oracle Corp.

249,811

5,515,827

 

14,951,408

TOTAL INFORMATION TECHNOLOGY

54,477,836

MATERIALS - 4.4%

Chemicals - 1.5%

Air Products & Chemicals, Inc.

33,902

2,811,493

Dow Chemical Co.

29,200

811,176

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

Monsanto Co.

45,500

$ 3,674,125

Praxair, Inc.

14,300

1,173,029

 

8,469,823

Metals & Mining - 2.9%

Alcoa, Inc.

90,800

1,136,816

Allegheny Technologies, Inc.

63,500

2,160,905

BHP Billiton Ltd. sponsored ADR

59,329

4,467,474

Freeport-McMoRan Copper & Gold, Inc.

56,159

4,649,965

United States Steel Corp.

98,597

4,403,342

 

16,818,502

TOTAL MATERIALS

25,288,325

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 3.0%

AT&T, Inc.

541,921

14,599,352

Verizon Communications, Inc.

77,600

2,441,296

 

17,040,648

Wireless Telecommunication Services - 0.2%

China Mobile (Hong Kong) Ltd. sponsored ADR

24,700

1,157,689

TOTAL TELECOMMUNICATION SERVICES

18,198,337

UTILITIES - 4.4%

Electric Utilities - 3.7%

American Electric Power Co., Inc.

169,845

5,467,311

E.ON AG sponsored ADR

47,400

1,878,462

Exelon Corp.

48,600

2,341,548

FirstEnergy Corp.

124,784

5,375,695

FPL Group, Inc.

116,100

6,033,717

 

21,096,733

Multi-Utilities - 0.7%

Sempra Energy

66,400

3,528,496

Wisconsin Energy Corp.

15,600

703,560

 

4,232,056

TOTAL UTILITIES

25,328,789

TOTAL COMMON STOCKS

(Cost $461,962,494)

558,623,859

Money Market Funds - 3.0%

Shares

Value

SSgA US Treasury Money Market Fund, 0% (b)
(Cost $17,477,003)

17,477,003

$ 17,477,003

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $479,439,497)

576,100,862

NET OTHER ASSETS - 0.1%

477,685

NET ASSETS - 100%

$ 576,578,547

Legend

(a) Non-income producing

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

Other Information

The following is a summary of the inputs used, as of November 30, 2009, involving the Fund's assets and liabilities carried at 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 in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 54,409,671

$ 54,409,671

$ -

$ -

Consumer Staples

30,868,829

30,868,829

-

-

Energy

104,644,482

94,469,363

10,175,119

-

Financials

133,667,541

133,667,541

-

-

Health Care

53,120,148

53,120,148

-

-

Industrials

58,619,901

58,619,901

-

-

Information Technology

54,477,836

54,477,836

-

-

Materials

25,288,325

25,288,325

-

-

Telecommunication Services

18,198,337

18,198,337

-

-

Utilities

25,328,789

25,328,789

-

-

Money Market Funds

17,477,003

17,477,003

-

-

Total Investments in Securities:

$ 576,100,862

$ 565,925,743

$ 10,175,119

$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America

88.6%

Switzerland

3.1%

France

1.4%

Others (individually less than 1%)

6.9%

 

100.0%

Income Tax Information

The fund intends to elect to defer to its fiscal year ending May 31, 2010 approximately $8,248,450 of losses recognized during the period December 30, 2008 (commencement of operations) to May 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

  

November 30, 2009 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $479,439,497)

 

$ 576,100,862

Receivable for fund shares sold

886,586

Dividends receivable

1,502,475

Prepaid expenses

1,920

Total assets

578,491,843

 

 

 

Liabilities

Payable for investments purchased

$ 1,066,964

Payable for fund shares redeemed

451,232

Accrued management fee

214,320

Transfer agent fee payable

137,373

Other affiliated payables

18,396

Other payables and accrued expenses

25,011

Total liabilities

1,913,296

 

 

 

Net Assets

$ 576,578,547

Net Assets consist of:

 

Paid in capital

$ 474,774,410

Undistributed net investment income

3,112,887

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

2,027,845

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

96,663,405

Net Assets, for 47,303,820 shares outstanding

$ 576,578,547

Net Asset Value, offering price and redemption price per share ($576,578,547 ÷ 47,303,820 shares)

$ 12.19

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

Semiannual Report

Statement of Operations

Six months ended November 30, 2009 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 5,415,671

Interest

 

168

Total income

 

5,415,839

 

 

 

Expenses

Management fee

$ 1,485,355

Transfer agent fees

762,702

Accounting fees and expenses

98,432

Custodian fees and expenses

5,617

Independent trustees' compensation

9,795

Registration fees

29,835

Audit

22,218

Legal

16,362

Miscellaneous

54,352

Total expenses before reductions

2,484,668

Expense reductions

(329,218)

2,155,450

Net investment income (loss)

3,260,389

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

10,795,125

Foreign currency transactions

2,731

Total net realized gain (loss)

 

10,797,856

Change in net unrealized appreciation (depreciation) on:

Investment securities

67,376,900

Assets and liabilities in foreign currencies

1,169

Total change in net unrealized appreciation (depreciation)

 

67,378,069

Net gain (loss)

78,175,925

Net increase (decrease) in net assets resulting from operations

$ 81,436,314

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Six months ended November 30, 2009
(Unaudited)

For the period
December 30, 2008
(commencement
of operations) to
May 31, 2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,260,389

$ 3,072,534

Net realized gain (loss)

10,797,856

(8,770,011)

Change in net unrealized appreciation (depreciation)

67,378,069

29,285,336

Net increase (decrease) in net assets resulting
from operations

81,436,314

23,587,859

Distributions to shareholders from net investment income

(3,220,036)

-

Share transactions
Proceeds from sales of shares

103,603,338

474,417,324

Reinvestment of distributions

3,217,998

-

Cost of shares redeemed

(45,452,086)

(61,012,164)

Net increase (decrease) in net assets resulting from share transactions

61,369,250

413,405,160

Total increase (decrease) in net assets

139,585,528

436,993,019

 

 

 

Net Assets

Beginning of period

436,993,019

-

End of period (including undistributed net investment income of $3,112,887 and undistributed net investment income of $3,072,534, respectively)

$ 576,578,547

$ 436,993,019

Other Information

Shares

Sold

9,169,553

48,505,402

Issued in reinvestment of distributions

328,703

-

Redeemed

(4,005,434)

(6,694,404)

Net increase (decrease)

5,492,822

41,810,998

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

Semiannual Report

Financial Highlights

 

Six months ended
November 30, 2009
Period ended
May 31,
 
(Unaudited)
2009 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.45

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .07

  .09

Net realized and unrealized gain (loss)

  1.75

  .36

Total from investment operations

  1.82

  .45

Distributions from net investment income

  (.08)

  -

Net asset value, end of period

$ 12.19

$ 10.45

Total Return B, C

  17.54%

  4.50%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  .98% A

  1.08% A

Expenses net of fee waivers, if any

  .85% A

  .90% A

Expenses net of all reductions

  .85% A

  .90% A

Net investment income (loss)

  1.29% A

  2.28% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 576,579

$ 436,993

Portfolio turnover rate

  42% A

  40%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 30, 2008 (commencement of operations) to May 31, 2009.

F Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended November 30, 2009 (Unaudited)

1. Organization.

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

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, January 13, 2010, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of November 30, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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 an independent pricing service on the primary market or exchange on which they are traded. 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. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

2. Significant Accounting Policies - continued

Security Valuation - continued

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 99,272,254

Gross unrealized depreciation

(2,950,256)

Net unrealized appreciation (depreciation)

$ 96,321,998

 

 

Tax cost

$ 479,778,864

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $159,794,030 and $101,822,513, respectively.

Semiannual Report

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. The management fee is calculated by adding the annual management fee rate of 0.25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed 0.70% of the Fund's average daily net assets.

Strategic Advisers has contractually agreed to waive 0.13% of its management fee until May 31, 2012.

Sub-Advisers. Cohen & Steers and Eaton Vance each serve as a sub-adviser for the Fund. Each sub-adviser provides discretionary investment advisory services for its allocated portion of the Fund's assets and is paid by Strategic Advisers and not the Fund for providing these services.

Pyramis, an affiliate of Strategic Advisers, has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, Pyramis has not been allocated any portion of the Fund's assets. Pyramis in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by Strategic Advisers for providing these services.

In December 2009, the Board of Trustees approved the appointment of Brandywine Global Investment Management, LLC and LSV Asset Management as additional sub-advisers to the Fund. As sub-advisers, each will provide discretionary investment advisory services to the Fund and will be paid by Strategic Advisers for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .30% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of Strategic Advisers, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

5. Expense Reductions.

In addition to waiving a portion of its management fee, Strategic Advisers has contractually agreed to reimburse the Fund until May 31, 2012 to the extent that annual operating expenses exceed .90% of average net assets. Some expenses, for example interest expense, are excluded from this reimbursement. During the period, this waiver reduced the Fund's expenses by $329,218.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Other.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Brandywine Global Investment
Management, LLC

Cohen & Steers Capital Management, Inc.

Eaton Vance Management

LSV Asset Management

Pyramis Global Advisers, LLC

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Boston, MA

PAS-VAL-SANN-0110
1.880097.100

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Commonwealth Trust II's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Commonwealth Trust II

By:

/s/Mark Osterheld

 

Mark Osterheld

 

President and Treasurer

 

 

Date:

January 27, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Mark Osterheld

 

Mark Osterheld

 

President and Treasurer

 

 

Date:

January 27, 2010

By:

/s/Nicholas E. Steck

 

Nicholas E. Steck

 

Chief Financial Officer

 

 

Date:

January 27, 2010

EX-99.CERT 2 cmnwlth299cert.htm

Exhibit EX-99.CERT

I, Mark Osterheld, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Commonwealth Trust II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2010

/s/Mark Osterheld

Mark Osterheld

President and Treasurer

I, Nicholas E. Steck, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Commonwealth Trust II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2010

/s/Nicholas E. Steck

Nicholas E. Steck

Chief Financial Officer

EX-99.906 CERT 3 cmnwlth2906cert.htm

Exhibit EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

In connection with the attached Report of Fidelity Commonwealth Trust II (the "Trust") on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Trust does hereby certify that, to the best of such officer's knowledge:

1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.

Dated: January 27, 2010

/s/Mark Osterheld

Mark Osterheld

President and Treasurer

Dated: January 27, 2010

/s/Nicholas E. Steck

Nicholas E. Steck

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

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