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Form N-CSR Fidelity Rutland Square For: Feb 29

April 21, 2020 11:05 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-21991


Fidelity Rutland Square Trust II

 (Exact name of registrant as specified in charter)


245 Summer St., Boston, Massachusetts 02210

 (Address of principal executive offices)       (Zip code)


Christina H. Lee, Secretary

245 Summer St.

Boston, Massachusetts  02210

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

February 29



Date of reporting period:

February 29, 2020





Item 1.

Reports to Stockholders




Strategic Advisers® Emerging Markets Fund

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



Annual Report

February 29, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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 
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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 


Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Liquidity Risk Management Program


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. © 2020 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.

In the weeks following the end of this reporting period, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.

Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 29, 2020 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Emerging Markets Fund 1.80% 3.05% 1.94% 

 A From September 30, 2010

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Emerging Markets Fund on September 30, 2010, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the MSCI Emerging Markets Index performed over the same period.


Period Ending Values

$11,980Strategic Advisers® Emerging Markets Fund

$11,755MSCI Emerging Markets Index

Management's Discussion of Fund Performance

Market Recap:  The MSCI ACWI (All Country World Index) ex USA Index returned -0.51% for the 12 months ending February 29, 2020, as the negative impact of the new coronavirus in early 2020 reversed a strong uptrend. For the first 10 months of the past year, international stocks gained ground as they benefited from accommodative monetary policies from central banks around the world, favorable economic growth and de-escalation of the U.S.–China trade conflict. However, in January, the outbreak and spread of the novel coronavirus in China became a growing concern for many investors, threatening global economic growth and corporate earnings. The index had a return of -2.68% for the month. The outbreak escalated globally in February, when the index returned -7.90% amid a surge of cases outside China and causing investors to generally favor safer asset classes. For the full 12 months, the energy (-17%) sector was hit hardest, as concerns about global growth and lack of demand for crude oil and natural gas pressured stocks. Materials (-8%) fared poorly, followed by financials (-5%). Conversely, the defensive health care (+10%) and utilities (+7%) sectors held up well, while information technology (+17%) led the way. Regionally, the U.K. (-7%) suffered from uncertainty tied to Brexit for most of the period, though Parliament approved a deal in January. Asia Pacific ex Japan (-3%) and emerging markets (-2%) lagged, whereas Europe ex U.K. (+3%), Canada (+2%) and Japan (+1) slightly outperformed.

Comments from Portfolio Manager Wilfred Chilangwa:  For the fiscal year, the Fund gained 1.80%, handily outpacing the -1.86% return the benchmark MSCI Emerging Markets Index. During a period in which growth stocks and strategies outperformed their value-oriented counterparts, growth-oriented underlying managers emphasizing momentum and/or company quality delivered the best results. Fidelity® Emerging Markets Fund (+12%) outpaced the MSCI EM Index by an outsized margin and was the portfolio’s top relative contributor. Its strategy of combining a GARP (growth at a reasonable price) and earnings momentum focus led to broadly positive stock selection the past 12 months. The Select Emerging Markets strategy managed by sub-adviser FIAM® (+4%) – a risk-managed GARP approach – also added considerable value. On the downside, Fidelity® SAI® Emerging Markets Low Volatility Index Fund (-7%) was the primary relative detractor. Adverse security selection among consumer discretionary and information technology stocks, along with an underweighted allocation in China, resulted in a disappointing outcome for this new portfolio addition. During the period, we added three new sub-advised strategies, one from FIAM (Concentrated Emerging Markets) and two from FIL (Global Emerging Markets and Greater China). Given my efforts to reduce sources of portfolio volatility during the past two years, I believe the Fund is well positioned for bouts of market turbulence.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of February 29, 2020

(excluding cash equivalents) % of fund's net assets 
Fidelity Emerging Markets Fund 8.3 
Fidelity SAI Emerging Markets Low Volatility Index Fund 4.8 
Alibaba Group Holding Ltd. sponsored ADR 3.7 
iShares MSCI China ETF 3.7 
Tencent Holdings Ltd. 3.6 
Samsung Electronics Co. Ltd. 3.5 
Goldman Sachs Emerging Markets Equity Fund Institutional Shares 3.3 
Taiwan Semiconductor Manufacturing Co. Ltd. 3.3 
Invesco Oppenheimer Developing Markets Fund Class R6 2.6 
Aberdeen Emerging Markets Fund Institutional Service Class 2.3 
 39.1 

Top Five Market Sectors as of February 29, 2020

(stocks only) % of fund's net assets 
Financials 16.6 
Information Technology 12.4 
Consumer Discretionary 10.5 
Communication Services 7.4 
Consumer Staples 5.0 

Geographic Diversification (% of fund's net assets)

As of February 29, 2020 
   United States of America* 36.9% 
   Cayman Islands 13.0% 
   China 8.2% 
   Korea (South) 8.0% 
   Taiwan 6.4% 
   India 5.2% 
   Brazil 5.1% 
   Russia 3.0% 
   Hong Kong 2.5% 
   Other 11.7% 


 * Includes Short-Term investments and Net Other Assets (Liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of February 29, 2020  
   Common Stocks 61.5% 
   Preferred Stocks 2.1% 
   Diversifed Emerging Markets Funds 27.4% 
   Other 3.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.1% 


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

Schedule of Investments February 29, 2020

Showing Percentage of Net Assets

Common Stocks - 61.5%   
 Shares Value 
COMMUNICATION SERVICES - 7.3%   
Diversified Telecommunication Services - 0.5%   
China Telecom Corp. Ltd. (H Shares) 13,872,000 $5,214,235 
China Tower Corp. Ltd. (H Shares) (a) 11,608,000 2,814,512 
China Unicom Ltd. 3,906,000 3,138,734 
Emirates Telecommunications Corp. 35,503 152,728 
HKBN Ltd. 473,500 847,987 
KT Corp. 54,291 1,081,603 
LG Telecom Ltd. 400,125 4,398,223 
Magyar Telekom PLC 28,408 36,911 
Ooredoo Qsc (b) 62,110 107,871 
PT Telekomunikasi Indonesia Tbk Series B 11,122,900 2,712,040 
Saudi Telecom Co. 80,146 1,764,643 
Telkom SA Ltd. 405,832 690,387 
Turk Telekomunikasyon A/S (b) 1,007,763 1,217,904 
  24,177,778 
Entertainment - 0.8%   
Beijing Kunlun Tech Co. Ltd. (A Shares) (b) 160,100 534,663 
Bilibili, Inc. ADR (b)(c) 34,498 885,909 
CD Projekt RED SA 59,735 4,286,035 
Gravity Co. Ltd. ADR (b) 498 13,695 
HUYA, Inc. ADR (b) 75,700 1,499,617 
International Games Systems Co. Ltd. 221,000 4,357,577 
iQIYI, Inc. ADR (b) 113,600 2,548,048 
NetEase, Inc. ADR 59,601 18,995,435 
Nexon Co. Ltd. 157,000 2,499,249 
NHN Entertainment Corp. (b) 2,843 165,013 
Tencent Music Entertainment Group ADR (b) 130,100 1,578,113 
Wuhu Sanqi Interactive Entertainment Network Technology Group Co. Ltd. (A Shares) 393,380 1,905,026 
  39,268,380 
Interactive Media & Services - 4.9%   
58.com, Inc. ADR (b) 30,362 1,675,072 
Autohome, Inc. ADR Class A 100,783 7,827,816 
Baidu.com, Inc. sponsored ADR (b) 122,721 14,724,066 
Kakao Corp. 19,564 2,802,165 
Mail.Ru Group Ltd. GDR (Reg. S) (b) 311,905 6,099,321 
Momo, Inc. ADR 130,100 3,658,412 
NAVER Corp. 52,858 7,658,921 
Tencent Holdings Ltd. 3,387,489 171,761,639 
Weibo Corp. sponsored ADR (b) 11,389 479,932 
Yandex NV Series A (b)(c) 477,740 19,401,021 
  236,088,365 
Media - 0.0%   
BlueFocus Intelligent Communications Group Co. Ltd. (A Shares) 261,600 277,989 
Cheil Worldwide, Inc. 21,770 350,790 
Hyundai HCN 146,658 394,472 
INNOCEAN Worldwide, Inc. 3,518 198,332 
  1,221,583 
Wireless Telecommunication Services - 1.1%   
America Movil S.A.B. de CV Series L sponsored ADR 159,370 2,530,796 
Bharti Airtel Ltd. (b) 1,139,936 8,226,699 
China Mobile Ltd. 2,312,000 18,400,317 
China Mobile Ltd. sponsored ADR 51,644 2,056,464 
China United Network Communications Ltd. (A Shares) 9,161,354 7,180,289 
Etihad Etisalat Co. (b) 96,454 589,805 
Globe Telecom, Inc. 1,795 62,577 
Mobile Telecommunications Co. Saudi Arabia (b) 1,131,224 3,051,576 
Mobile TeleSystems OJSC sponsored ADR 437,376 4,242,547 
SK Telecom Co. Ltd. 12,259 2,170,719 
SK Telecom Co. Ltd. sponsored ADR 19,876 381,818 
Turkcell Iletisim Hizmet A/S 584,447 1,298,198 
VEON Ltd. sponsored ADR 277,792 550,028 
  50,741,833 
TOTAL COMMUNICATION SERVICES  351,497,939 
CONSUMER DISCRETIONARY - 10.5%   
Auto Components - 0.4%   
Fuyao Glass Industries Group Co. Ltd. (A Shares) 3,352,633 11,109,992 
Huayu Automotive Systems Co. Ltd. (A Shares) 584,831 2,354,564 
Hyundai Mobis 4,983 871,401 
Motherson Sumi Systems Ltd. (b) 1,258,401 1,798,112 
Sailun Group Co. Ltd. A Shares 642,920 417,460 
Tianneng Power International Ltd. 1,275,826 944,389 
Yoo Sung Enterprise 12,785 25,179 
  17,521,097 
Automobiles - 0.8%   
Bajaj Auto Ltd. 225,034 8,965,498 
Dongfeng Motor Group Co. Ltd. (H Shares) 1,804,000 1,425,611 
Guangzhou Automobile Group Co. Ltd. (H Shares) 1,786,000 1,991,064 
Hero Motocorp Ltd. 241,697 6,836,348 
Hyundai Motor Co. 18,247 1,747,419 
Kia Motors Corp. 308,616 9,316,098 
Mahindra & Mahindra Ltd. 113,890 717,592 
Maruti Suzuki India Ltd. 22,078 1,912,327 
PT Astra International Tbk 10,474,100 4,033,414 
  36,945,371 
Diversified Consumer Services - 0.5%   
Estacio Participacoes SA 738,009 8,563,538 
New Oriental Education & Technology Group, Inc. sponsored ADR (b) 93,574 11,967,179 
TAL Education Group ADR (b) 82,174 4,469,444 
Visang Education, Inc. 8,025 57,471 
  25,057,632 
Hotels, Restaurants & Leisure - 0.5%   
Huazhu Group Ltd. ADR 7,837 264,499 
Jubilant Foodworks Ltd. 101,321 2,453,932 
Sands China Ltd. 2,547,922 11,848,900 
Yum China Holdings, Inc. 221,698 9,708,155 
  24,275,486 
Household Durables - 1.4%   
Cyrela Brazil Realty SA 55,900 372,883 
Direcional Engenharia SA 11,200 37,593 
Even Construtora e Incorporadora SA (b) 28,253 90,599 
Gree Electric Appliances, Inc. of Zhuhai (A Shares) 437,800 3,706,800 
Haier Electronics Group Co. Ltd. 2,030,349 5,808,439 
Haier Smart Home Co. Ltd. (A Shares) 1,606,322 3,910,154 
LG Electronics, Inc. 165,448 8,321,586 
Midea Group Co. Ltd. (A Shares) 4,546,790 34,497,845 
MRV Engenharia e Participacoes SA 218,981 954,391 
Whirlpool of India Ltd. 1,156 34,726 
Zhejiang Supor Cookware Co. Ltd. 881,095 9,255,848 
  66,990,864 
Internet & Direct Marketing Retail - 5.6%   
Alibaba Group Holding Ltd. sponsored ADR (b) 859,474 178,770,592 
B2W Companhia Global do Varejo (b) 115,700 1,607,987 
Ctrip.com International Ltd. ADR (b) 134,584 4,085,970 
Danawa Co. Ltd. 1,879 34,424 
JD.com, Inc. sponsored ADR (b) 806,347 31,052,423 
MakeMyTrip Ltd. (b) 21,761 500,721 
Meituan Dianping Class B (b) 686,700 8,712,589 
MercadoLibre, Inc. (b) 11,971 7,374,495 
Naspers Ltd. Class N 182,852 28,590,031 
Prosus NV (b) 22,243 1,555,450 
Tongcheng-Elong Holdings Ltd. (b) 1,582,000 2,411,053 
Vipshop Holdings Ltd. ADR (b) 599,377 7,690,007 
  272,385,742 
Multiline Retail - 0.3%   
Lojas Renner SA 1,175,312 14,008,392 
Magazine Luiza SA 87,187 984,970 
  14,993,362 
Specialty Retail - 0.4%   
Chow Tai Fook Jewellery Group Ltd. 82,000 71,007 
Lewis Group Ltd. 11,913 20,985 
Mr Price Group Ltd. 608,009 5,971,751 
Petrobras Distribuidora SA 506,581 2,956,632 
SSI Group, Inc. 417,000 16,262 
Via Varejo SA (b) 299,560 925,093 
Zhongsheng Group Holdings Ltd. Class H 2,752,000 10,467,838 
  20,429,568 
Textiles, Apparel & Luxury Goods - 0.6%   
adidas AG 3,767 1,060,592 
Anta Sports Products Ltd. 791,000 6,357,428 
CECEP COSTIN New Materials Group Ltd. (b)(d) 741,000 28,518 
Fila Holdings Corp. 46,374 1,482,905 
Jinli Group Holdings Ltd. 46,782 14,902 
LG Fashion Corp. 7,144 74,661 
Li Ning Co. Ltd. 2,369,000 6,230,212 
LPP SA 18 31,859 
Mavi Jeans Class B (a)(b) 311,998 2,678,954 
Pou Chen Corp. 189,000 211,002 
Regina Miracle International Holdings Ltd. (a) 351,000 195,876 
Shenzhou International Group Holdings Ltd. 799,200 9,816,985 
Titan Co. Ltd. 19,698 340,660 
Weiqiao Textile Co. Ltd. (H Shares) 426,500 110,523 
  28,635,077 
TOTAL CONSUMER DISCRETIONARY  507,234,199 
CONSUMER STAPLES - 4.9%   
Beverages - 1.3%   
Anheuser-Busch InBev SA NV 64,353 3,718,383 
China Resources Beer Holdings Co. Ltd. 1,784,000 8,262,014 
Coca-Cola Icecek Sanayi A/S 1,563 11,313 
Fomento Economico Mexicano S.A.B. de CV:   
unit 564,551 4,566,487 
sponsored ADR 158,222 12,877,689 
Heineken NV (Bearer) 61,411 6,118,500 
Kweichow Moutai Co. Ltd. (A Shares) 105,621 15,967,133 
Shanghai Bairun Investment Holding Group Co. Ltd. (A Shares) 1,297,300 5,638,620 
Thai Beverage PCL 9,711,300 5,438,161 
  62,598,300 
Food & Staples Retailing - 1.6%   
Avenue Supermarts Ltd. (a)(b) 21,122 676,691 
Bidcorp Ltd. 92,032 1,665,283 
Bim Birlesik Magazalar A/S JSC 1,198,264 9,238,792 
C.P. ALL PCL (For. Reg.) 5,745,900 11,974,419 
Clicks Group Ltd. 121,082 1,830,946 
Dairy Farm International Holdings Ltd. 36,100 173,280 
Drogasil SA 466,922 12,519,052 
President Chain Store Corp. 501,000 4,917,736 
PUREGOLD Price Club, Inc. 2,790,500 2,023,290 
Shoprite Holdings Ltd. 478,893 3,488,221 
Sun Art Retail Group Ltd. 697,000 890,586 
Wal-Mart de Mexico SA de CV Series V 3,773,300 10,582,033 
X5 Retail Group NV GDR (Reg. S) 402,707 12,613,461 
Yifeng Pharmacy Chain Co. Ltd. 180,000 2,103,276 
  74,697,066 
Food Products - 1.3%   
Angel Yeast Co. Ltd. (A Shares) 99,400 412,274 
AVI Ltd. 158,412 741,913 
Charoen Pokphand Foods PCL (For. Reg.) 2,396,600 2,031,983 
China Mengniu Dairy Co. Ltd. 9,962,496 35,721,843 
Gruma S.A.B. de CV Series B 177,965 1,709,397 
Inner Mongoli Yili Industries Co. Ltd. (A Shares) 567,100 2,344,820 
JBS SA 2,007,047 10,188,056 
Minerva SA (b) 315,049 818,638 
Tiger Brands Ltd. 41,567 408,808 
Unified-President Enterprises Corp. 2,767,000 6,659,204 
Universal Robina Corp. 1,081,830 2,995,543 
  64,032,479 
Household Products - 0.2%   
C&S Paper Co. Ltd. (A Shares) 1,873,500 3,925,482 
Hindustan Unilever Ltd. 195,203 5,852,269 
Kimberly-Clark de Mexico SA de CV:   
Series A 452,900 857,572 
Series A sponsored ADR 2,476 23,324 
  10,658,647 
Personal Products - 0.5%   
Hengan International Group Co. Ltd. 379,000 2,812,720 
LG Household & Health Care Ltd. 13,778 14,009,075 
Natura & Co. Holding SA 584,900 5,952,458 
Organic Tea Cosmetics Holdings Co. Ltd. 4,513 4,190 
  22,778,443 
TOTAL CONSUMER STAPLES  234,764,935 
ENERGY - 2.9%   
Energy Equipment & Services - 0.2%   
China Oilfield Services Ltd. (H Shares) 2,642,000 3,389,352 
Ezion Holdings Ltd. warrants 4/16/23 (b)(d) 5,020,014 5,658 
Tenaris SA sponsored ADR 157,200 2,861,040 
Yantai Jereh Oilfield Services (A Shares) 1,054,500 5,218,244 
  11,474,294 
Oil, Gas & Consumable Fuels - 2.7%   
China Petroleum & Chemical Corp. (H Shares) 17,134,000 8,867,822 
China Shenhua Energy Co. Ltd. (H Shares) 395,000 685,106 
CNOOC Ltd. 15,172,099 21,106,091 
CNOOC Ltd. sponsored ADR 9,900 1,369,467 
Compania de Petroleos de Chile SA (COPEC) 280,010 2,173,595 
Cosan Ltd. Class A (b) 23,052 420,930 
Ecopetrol SA ADR 240,399 4,243,042 
Exxaro Resources Ltd. 126,121 913,697 
Gazprom OAO sponsored ADR (Reg. S) 1,621,628 9,925,649 
Grupa Lotos SA 4,822 73,684 
Lukoil PJSC 33,201 2,873,410 
Lukoil PJSC sponsored ADR (c) 277,091 23,901,437 
MOL Hungarian Oil and Gas PLC Series A (For. Reg.) 159,190 1,228,561 
NOVATEK OAO GDR (Reg. S) 88,363 12,892,727 
PetroChina Co. Ltd. (H Shares) 3,564,000 1,392,252 
Petroleo Brasileiro SA - Petrobras (ON) 190,300 1,155,358 
Polski Koncern Naftowy Orlen SA 265,061 4,004,033 
PT Adaro Energy Tbk 20,554,500 1,654,675 
PTT Exploration and Production PCL NVDR 1,024,773 3,442,977 
QGEP Participacoes SA 30,900 91,831 
Reliance Industries Ltd. 1,034,417 18,946,748 
Rosneft Oil Co. OJSC 354,531 2,174,094 
SK Energy Co. Ltd. 26,610 2,503,980 
Susco Public Co. Ltd. unit 267,500 20,179 
Tatneft PAO sponsored ADR 34,126 2,052,063 
Tupras Turkiye Petrol Rafinerileri A/S 74,801 1,216,120 
  129,329,528 
TOTAL ENERGY  140,803,822 
FINANCIALS - 15.4%   
Banks - 10.2%   
Absa Group Ltd. 725,731 6,245,374 
Abu Dhabi Commercial Bank PJSC 685,646 1,331,025 
Abu Dhabi Islamic Bank (b) 39,990 59,775 
Agricultural Bank of China Ltd. (H Shares) 1,597,000 639,210 
Akbank TAS (b) 3,171,440 3,440,827 
Al Rajhi Bank 278,872 4,601,407 
Alpha Bank AE (b) 4,318,497 6,304,732 
AMMB Holdings Bhd 69,200 60,767 
Arab National Bank 151,132 1,019,230 
Axis Bank Ltd. 457,920 4,401,875 
Banco de Chile sponsored ADR 1,046 18,901 
Banco do Brasil SA 766,791 8,035,025 
Banco Santander Chile sponsored ADR 299,918 5,419,518 
Banco Santander Mexico SA 1,677,122 2,146,355 
Bancolombia SA sponsored ADR 65,589 3,114,166 
Bank Al-Jazira 65,767 244,029 
Bank of China Ltd. (H Shares) 44,106,000 17,427,387 
Bank Polska Kasa Opieki SA 112,122 2,537,193 
Capitec Bank Holdings Ltd. 64,531 5,462,220 
China Construction Bank Corp. (H Shares) 53,329,000 43,848,778 
China Merchants Bank Co. Ltd.:   
(A Shares) 784,081 3,835,206 
(H Shares) 1,122,000 5,289,737 
Chinatrust Financial Holding Co. Ltd. 14,175,058 10,578,390 
Chongqing Rural Commercial Bank Co. Ltd. (H Shares) 34,000 15,353 
Commercial International Bank SAE sponsored GDR 903,499 4,449,281 
Credicorp Ltd. (United States) 73,473 13,318,451 
Dubai Islamic Bank Pakistan Ltd. (b) 139,333 204,854 
E.SUN Financial Holdings Co. Ltd. 6,564,128 6,293,162 
EFG Eurobank Ergasias SA (b) 3,690,736 2,351,686 
Emirates NBD Bank PJSC (b) 399,276 1,364,312 
Grupo Aval Acciones y Valores SA ADR 190,142 1,545,854 
Grupo Financiero Banorte S.A.B. de CV Series O 3,268,218 17,706,791 
Grupo Financiero Inbursa S.A.B. de CV Series O 320,573 343,977 
Guaranty Trust Bank PLC GDR (Reg. S) 53,450 208,423 
Habib Bank Ltd. 309,900 314,381 
Hana Financial Group, Inc. 320,325 8,375,835 
HDFC Bank Ltd. 792,846 12,947,027 
HDFC Bank Ltd. sponsored ADR 222,926 12,227,491 
ICICI Bank Ltd. 893,695 6,173,334 
ICICI Bank Ltd. sponsored ADR 2,258,563 31,326,269 
Industrial & Commercial Bank of China Ltd. (H Shares) 47,054,000 32,174,191 
JB Financial Group Co. Ltd. 5,224 21,795 
JSC Halyk Bank of Kazakhstan GDR unit 199,312 2,827,309 
Kasikornbank PCL (For. Reg.) 830,800 3,146,770 
KB Financial Group, Inc. 304,379 9,731,710 
Kiatnakin Bank PCL (For. Reg.) 485,800 958,512 
Komercni Banka A/S 60,829 1,866,106 
Kotak Mahindra Bank Ltd. 79,595 1,777,964 
Krung Thai Bank PCL NVDR 3,037,100 1,347,683 
Malayan Banking Bhd 1,072,125 2,142,469 
Mega Financial Holding Co. Ltd. 1,084,000 1,154,190 
National Bank of Abu Dhabi PJSC 3,551,234 13,845,834 
National Bank of Kuwait 1,217,016 4,028,880 
National Commercial Bank 166,158 1,962,095 
Nova Ljubljanska banka d.d. unit 227,428 2,901,732 
OTP Bank PLC 649,242 28,168,585 
Powszechna Kasa Oszczednosci Bank SA 16,134 129,181 
PT Bank Bukopin Tbk (b) 4,000 46 
PT Bank Central Asia Tbk 6,772,700 14,845,891 
PT Bank Mandiri (Persero) Tbk 2,167,000 1,098,792 
PT Bank Negara Indonesia (Persero) Tbk 7,216,300 3,533,334 
PT Bank Rakyat Indonesia Tbk 8,717,100 2,545,715 
Qatar National Bank SAQ 574,059 2,970,208 
Riyad Bank 94,706 553,367 
Sberbank of Russia 4,484,193 15,871,179 
Sberbank of Russia sponsored ADR (c) 3,249,650 46,368,150 
Shinhan Financial Group Co. Ltd. 82,930 2,243,117 
Sinopac Holdings Co. 414,000 176,162 
Standard Bank Group Ltd. 562,715 5,408,957 
State Bank of India (b) 1,216,886 5,083,010 
TCS Group Holding PLC GDR unit 113,599 2,485,355 
Thanachart Capital PCL:   
(For. Reg.) 1,420,500 2,375,004 
NVDR 626,962 1,048,249 
TISCO Financial Group PCL 682,700 2,131,409 
Turkiye Garanti Bankasi A/S (b) 4,071,609 6,207,966 
Turkiye Halk Bankasi A/S (b) 289,353 277,708 
Turkiye Is Bankasi A/S Series C (b) 5,487,232 5,028,623 
Turkiye Vakiflar Bankasi TAO (b) 3,823,822 3,252,619 
United Bank Ltd. 2,898,095 3,113,265 
Woori Financial Group, Inc. (b) 132,508 1,060,408 
Yapi ve Kredi Bankasi A/S (b) 1,580,932 581,043 
  491,672,191 
Capital Markets - 0.3%   
BM&F BOVESPA SA 937,962 10,067,796 
CITIC Securities Co. Ltd. (H Shares) 487,000 1,040,849 
Hong Kong Exchanges and Clearing Ltd. 9,400 308,470 
Huatai Securities Co. Ltd. (H Shares) (a) 644,400 1,119,330 
Korea Investment Holdings Co. Ltd. 4,137 216,348 
Meritz Securities Co. Ltd. 66,766 193,205 
Moscow Exchange MICEX-RTS OAO (b) 879,379 1,323,995 
Noah Holdings Ltd. sponsored ADR (b)(c) 14,820 420,592 
Samsung Securities Co. Ltd. 3,829 105,541 
XP, Inc. Class A (b) 19,572 678,170 
  15,474,296 
Consumer Finance - 0.3%   
Compartamos S.A.B. de CV 284,714 273,243 
Qudian, Inc. ADR (b)(c) 27,998 73,355 
Shriram Transport Finance Co. Ltd. 813,138 13,410,124 
  13,756,722 
Diversified Financial Services - 0.4%   
Alexander Forbes Group Holdings Ltd. 888 272 
Aseer Trading Tourism & Manufacturing Co. (b) 14,265 42,131 
Chailease Holding Co. Ltd. 451,000 1,687,581 
FirstRand Ltd. 1,936,110 6,912,542 
Haci Omer Sabanci Holding A/S 879,341 1,201,010 
Power Finance Corp. Ltd. 281,909 425,357 
Rec Ltd. 844,074 1,370,737 
Yuanta Financial Holding Co. Ltd. 14,674,000 9,224,600 
  20,864,230 
Insurance - 3.6%   
AIA Group Ltd. 4,451,784 44,617,763 
BB Seguridade Participacoes SA 1,347,923 9,600,248 
Cathay Financial Holding Co. Ltd. 551,738 726,916 
China Life Insurance Co. Ltd. (b) 299,000 235,984 
China Life Insurance Co. Ltd. (H Shares) 2,880,000 6,959,267 
China Pacific Insurance (Group) Co. Ltd. (H Shares) 2,199,000 7,235,965 
FPC Par Corretora de Seguros 17,800 56,124 
Fubon Financial Holding Co. Ltd. 2,413,000 3,512,196 
Hyundai Fire & Marine Insurance Co. Ltd. 262,911 4,947,944 
IRB Brasil Resseguros SA 1,043,525 7,758,941 
Liberty Holdings Ltd. 494,964 3,018,162 
MMI Holdings Ltd. 1,647,333 1,852,032 
Old Mutual Ltd. 760,307 773,467 
PICC Property & Casualty Co. Ltd. (H Shares) 2,648,000 2,741,419 
Ping An Insurance Group Co. of China Ltd.:   
(A Shares) 483,398 5,373,278 
(H Shares) 4,007,500 45,655,028 
Porto Seguro SA 489,321 6,672,509 
Powszechny Zaklad Ubezpieczen SA 420,867 3,752,963 
Qualitas Controladora S.A.B. de CV 96,305 412,316 
Samsung Fire & Marine Insurance Co. Ltd. 16,957 2,795,901 
Sanlam Ltd. 3,134,202 13,165,239 
Sul America SA unit 245,202 2,964,203 
  174,827,865 
Thrifts & Mortgage Finance - 0.6%   
Housing Development Finance Corp. Ltd. 741,545 22,242,056 
LIC Housing Finance Ltd. 1,330,842 5,875,490 
  28,117,546 
TOTAL FINANCIALS  744,712,850 
HEALTH CARE - 0.9%   
Biotechnology - 0.1%   
Hualan Biological Engineer, Inc. (A Shares) 247,300 1,467,824 
Innovent Biolgics, Inc. (a)(b) 373,000 1,703,502 
Medy-Tox, Inc. 20 4,888 
  3,176,214 
Health Care Equipment & Supplies - 0.0%   
Shenzhen Mindray Bio-Medical Electronics Co. Ltd. (A Shares) 33,000 1,128,012 
Supermax Corp. Bhd 64,476 24,331 
  1,152,343 
Health Care Providers & Services - 0.2%   
Aier Eye Hospital Group Co. Ltd. (A Shares) 46,100 263,732 
Hapvida Participacoes e Investimentos SA (a) 62,200 767,781 
Mediclinic International PLC (London) 191,426 845,074 
Qualicorp Consultoria E Corret 229,832 1,760,269 
Selcuk Ecza Deposu Tic A/S 122,624 129,301 
Shanghai Pharmaceuticals Holding Co. Ltd. (H Shares) 705,300 1,290,260 
Sinopharm Group Co. Ltd. (H Shares) 779,700 2,405,617 
  7,462,034 
Life Sciences Tools & Services - 0.1%   
Hangzhou Tigermed Consulting Co. Ltd. (A Shares) 13,796 150,944 
Pharmaron Beijing Co. Ltd. (H Shares) (a)(b) 86,500 588,133 
WuXi AppTec Co. Ltd. 21,637 328,023 
WuXi AppTec Co. Ltd. (H Shares) (a) 140,560 2,071,885 
Wuxi Biologics (Cayman), Inc. (a)(b) 264,500 3,868,249 
  7,007,234 
Pharmaceuticals - 0.5%   
Alembic Pharmaceuticals Ltd. (b) 4,278 37,151 
Aurobindo Pharma Ltd. 171,185 1,192,931 
CSPC Pharmaceutical Group Ltd. 1,398,000 3,185,180 
Dr. Reddy's Laboratories Ltd. 54,473 2,203,225 
Hansoh Pharmaceutical Group Co. Ltd. (a) 1,200,000 4,164,208 
J.B. Chemicals & Pharmaceuticals Ltd. 5,061 37,585 
Jiangsu Hengrui Medicine Co. Ltd. (A Shares) 49,800 598,929 
Lijun International Pharmaceutical Holding Ltd. 814,000 681,901 
Pfizer Ltd. 2,143 123,905 
PT Kalbe Farma Tbk 35,808,056 3,044,839 
Richter Gedeon PLC 188,971 3,834,156 
Sino Biopharmaceutical Ltd. 359,000 519,502 
Yunnan Baiyao Group Co. Ltd. (A Shares) 253,500 2,852,983 
  22,476,495 
TOTAL HEALTH CARE  41,274,320 
INDUSTRIALS - 2.4%   
Aerospace & Defense - 0.1%   
Elbit Systems Ltd. (Israel) 16,800 2,518,668 
Garden Reach Shipbuilders & Engineers Ltd. (b) 23,582 49,561 
  2,568,229 
Air Freight & Logistics - 0.0%   
Hyundai Glovis Co. Ltd. 1,943 199,015 
Airlines - 0.1%   
Air Arabia PJSC (b) 835,141 318,335 
AirAsia Group BHD 1,811,200 429,856 
Azul SA sponsored ADR (b) 32,566 960,697 
Copa Holdings SA Class A 24,058 2,000,182 
Wizz Air Holdings PLC (a)(b) 6,780 301,694 
  4,010,764 
Commercial Services & Supplies - 0.0%   
Country Garden Services Holdings Co. Ltd. 319,502 1,246,037 
Frontken Corp. BHD 248,800 134,040 
Indian Railway Catering & Tourism Corp. Ltd. 14,408 346,361 
  1,726,438 
Construction & Engineering - 0.4%   
China Communications Construction Co. Ltd. (H Shares) 2,213,000 1,649,459 
China Communications Services Corp. Ltd. (H Shares) 1,926,000 1,489,901 
China National Chemical Engineering Co. Ltd. (A Shares) 3,939,592 3,915,955 
China Railway Construction Corp. Ltd. (H Shares) 1,635,000 1,870,969 
Daelim Industrial Co. 23,895 1,442,622 
Larsen & Toubro Ltd. 346,238 5,668,329 
Orascom Construction PLC 1,460 8,219 
Sinopec Engineering Group Co. Ltd. (H Shares) 465,000 230,263 
Tekfen Holding A/S 773,855 1,844,360 
  18,120,077 
Electrical Equipment - 0.1%   
DONGYANG E&P, Inc. 21,665 243,557 
Polycab India Ltd. 51,478 754,155 
Weg SA 252,529 2,436,688 
Zhuzhou CRRC Times Electric Co. Ltd. (H Shares) 486,700 1,701,421 
  5,135,821 
Industrial Conglomerates - 0.3%   
Astra Industrial Group (b) 3,085 12,861 
Fosun International Ltd. 1,508,000 1,921,031 
Hanwha Corp. 50,367 840,946 
Hong Leong Industries Bhd 3,000 6,622 
Industries Qatar QSC (b) 243,150 600,321 
Koc Holding A/S 595,641 1,644,268 
LG Corp. 39,163 2,201,341 
Mannai Corp. 86,440 72,238 
SK C&C Co. Ltd. 4,071 650,894 
SM Investments Corp. 319,900 6,109,005 
  14,059,527 
Machinery - 0.6%   
Airtac International Group 378,000 5,900,529 
Estun Automation Co. Ltd. (A Shares) 198,200 314,650 
HIWIN Technologies Corp. 524,270 5,116,752 
Lonking Holdings Ltd. 10,993,000 3,060,271 
Sany Heavy Industry Co. Ltd. (A Shares) 910,100 2,268,758 
Shenzhen Inovance Technology Co. Ltd. (A Shares) 1,032,300 4,179,723 
Sinotruk Hong Kong Ltd. (c) 1,614,983 3,087,010 
Techtronic Industries Co. Ltd. 136,000 1,100,038 
Weichai Power Co. Ltd. (H Shares) 1,951,000 3,839,428 
XCMG Construction Machinery Co. Ltd. (A Shares) 1,398,600 1,054,158 
Zoomlion Heavy Industry Science and Technology Co. Ltd. (H Shares) 327,800 271,660 
  30,192,977 
Marine - 0.0%   
Costamare, Inc. 9,179 59,939 
Qatar Navigation QPSC 23,620 36,391 
  96,330 
Professional Services - 0.1%   
51job, Inc. sponsored ADR (b) 11,609 868,005 
Centre Testing International Group Co. Ltd. (A Shares) 1,458,652 3,396,314 
Sporton International, Inc. 169,000 1,169,154 
  5,433,473 
Road & Rail - 0.2%   
Globaltrans Investment PLC GDR (Reg. S) 49,724 367,695 
Localiza Rent A Car SA 175,965 1,949,352 
Rumo SA (b) 1,060,178 5,007,035 
United International Transportation Co. 260,323 2,411,362 
  9,735,444 
Trading Companies & Distributors - 0.0%   
Al Hassan Ghazi Ibrahim Shaker Co. (b) 13,536 43,875 
CCS Supply Chain Management Co. Ltd. A Shares 88,072 78,726 
  122,601 
Transportation Infrastructure - 0.5%   
Airports of Thailand PCL (For. Reg.) 970,200 1,837,384 
DP World Ltd. 295,314 4,798,853 
Grupo Aeroportuario del Pacifico S.A.B. de CV Series B 200,019 2,171,217 
Grupo Aeroportuario del Sureste S.A.B. de CV Series B sponsored ADR 11,676 1,949,892 
Grupo Aeroportuario Norte S.A.B. de CV 510,888 3,355,306 
Shanghai International Airport Co. Ltd. (A Shares) 864,317 8,122,808 
Zhejiang Expressway Co. Ltd. (H Shares) 1,226,000 926,381 
  23,161,841 
TOTAL INDUSTRIALS  114,562,537 
INFORMATION TECHNOLOGY - 12.1%   
Communications Equipment - 0.0%   
Accton Technology Corp. 380,000 2,015,806 
Electronic Equipment & Components - 1.9%   
AAC Technology Holdings, Inc. 186,500 1,221,402 
AVIC Jonhon OptronicTechnology Co. Ltd. 217,329 1,221,241 
Chaozhou Three-Circle Group Co. (A Shares) 62,900 214,106 
China Railway Signal & Communications Corp. (H Shares) (a) 474,000 243,233 
Coretronic Corp. 87,400 105,919 
Delta Electronics, Inc. 671,000 3,058,847 
FLEXium Interconnect, Inc. 380,000 1,391,668 
Foxconn Industrial Internet Co. Ltd. (A Shares) 175,500 428,713 
Foxconn Technology Co. Ltd. 31,000 60,512 
Hangzhou Hikvision Digital Technology Co. Ltd. (A Shares) 679,203 3,399,925 
Hollysys Automation Technologies Ltd. 14,647 221,756 
Hon Hai Precision Industry Co. Ltd. (Foxconn) 9,336,626 24,498,255 
INTOPS Co. Ltd. 30,521 299,908 
Largan Precision Co. Ltd. 201,000 28,588,761 
Lens Technology Co. Ltd. (A Shares) 187,300 521,561 
LG Display Co. Ltd. (b) 111,198 1,278,745 
LG Innotek Co. Ltd. 31,609 3,421,856 
Partron Co. Ltd. 8,100 60,369 
Pinnacle Technology Holdings Ltd. 11,198 4,865 
Redington India Ltd. 26,941 40,835 
Samsung SDI Co. Ltd. 25,919 6,367,191 
Sirtec International Co. Ltd. 5,000 4,738 
Sunny Optical Technology Group Co. Ltd. 303,200 4,714,284 
Synnex Technology International Corp. 50,000 61,834 
Unimicron Technology Corp. 3,818,000 4,918,086 
Yageo Corp. 67,000 870,091 
Zhen Ding Technology Holding Ltd. 762,000 2,882,419 
  90,101,120 
IT Services - 1.0%   
HCL Technologies Ltd. 648,892 4,779,986 
Hexaware Technologies Ltd. 465,190 2,305,461 
Infosys Ltd. 660,846 6,670,220 
Infosys Ltd. sponsored ADR 1,870,657 18,837,516 
Mphasis BFL Ltd. 69,476 834,748 
Network International Holdings PLC (a) 255,044 1,741,952 
NIIT Ltd. (b) 14,423 19,754 
PagSeguro Digital Ltd. (b) 100,561 3,154,599 
QIWI PLC Class B sponsored ADR 16,212 282,737 
Samsung SDS Co. Ltd. 1,984 275,083 
Sonata Software Ltd. 6,875 31,745 
StoneCo Ltd. Class A (b) 57,505 2,293,874 
Tata Consultancy Services Ltd. 238,669 6,580,926 
Wipro Ltd. 535,360 1,642,586 
WNS Holdings Ltd. sponsored ADR (b) 24,362 1,603,994 
  51,055,181 
Semiconductors & Semiconductor Equipment - 5.3%   
ASE Technology Holding Co. Ltd. 1,937,000 4,516,557 
Dongbu HiTek Co. Ltd. 29,703 588,688 
Everlight Electronics Co. Ltd. 73,000 75,607 
King Yuan Electronics Co. Ltd. 1,125,000 1,196,019 
Koh Young Technology, Inc. 27,733 2,203,195 
Malaysian Pacific Industries BHD 12,286 31,841 
MediaTek, Inc. 805,000 9,410,144 
Novatek Microelectronics Corp. 12,000 75,938 
Phison Electronics Corp. 202,000 2,169,915 
Powertech Technology, Inc. 659,000 2,167,501 
Radiant Opto-Electronics Corp. 250,000 796,314 
Realtek Semiconductor Corp. 947,000 6,890,354 
Semiconductor Manufacturing International Corp. (b)(c) 231,500 457,528 
Shenzhen Goodix Technology Co. Ltd. (A Shares) 63,650 2,820,757 
Sino-American Silicon Products, Inc. 444,000 1,504,294 
SK Hynix, Inc. 763,070 55,854,848 
Taiwan Semiconductor Manufacturing Co. Ltd. 11,627,000 120,534,834 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 668,427 35,988,110 
Topco Scientific Co. Ltd. 106,000 361,139 
Unisem (M) Bhd 103,259 49,258 
United Microelectronics Corp. 7,406,000 3,715,572 
United Microelectronics Corp. sponsored ADR 353,437 876,524 
Win Semiconductors Corp. 201,000 1,764,089 
  254,049,026 
Software - 0.1%   
Asseco Poland SA 19,723 307,992 
Globant SA (b) 10,254 1,158,805 
Kingsoft Corp. Ltd. (b) 158,000 510,789 
Mix Telematics Ltd. sponsored ADR 5,794 76,886 
Nucleus Software Exports Ltd. (b) 31,536 127,815 
Totvs SA 204,300 3,244,112 
  5,426,399 
Technology Hardware, Storage & Peripherals - 3.8%   
ASUSTeK Computer, Inc. 23,000 154,717 
Catcher Technology Co. Ltd. 445,000 3,356,879 
Chicony Electronics Co. Ltd. 92,000 250,665 
Compal Electronics, Inc. 51,000 30,918 
Lenovo Group Ltd. 6,860,000 4,233,047 
Lite-On Technology Corp. 1,514,000 2,167,382 
Pegatron Corp. 2,364,000 4,836,617 
Samsung Electronics Co. Ltd. 3,679,429 166,068,527 
Xiaomi Corp. Class B (a)(b) 150,600 242,660 
  181,341,412 
TOTAL INFORMATION TECHNOLOGY  583,988,944 
MATERIALS - 2.8%   
Chemicals - 0.5%   
China Sanjiang Fine Chemicals Ltd. 424,000 81,591 
LG Chemical Ltd. 51,808 15,876,409 
Sinofert Holdings Ltd. 2,042,000 204,331 
Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR 108,600 2,973,468 
Solar Industries India Ltd. (b) 88,400 1,411,202 
Taekwang Industrial Co. Ltd. 168 112,759 
  20,659,760 
Construction Materials - 0.6%   
Anhui Conch Cement Co. Ltd.:   
(A Shares) 92,300 724,201 
(H Shares) 2,088,500 15,312,094 
Asia Cement (China) Holdings Corp. 259,584 342,338 
CEMEX S.A.B. de CV sponsored ADR 434,800 1,426,144 
China National Building Materials Co. Ltd. (H Shares) 2,686,442 3,105,175 
China Resources Cement Holdings Ltd. 792,165 996,939 
City Cement Co. 59,139 268,620 
Eastern Province Cement Co. 23,628 218,550 
Gansu Qilianshan Cement Group Co. Ltd. (A Shares) 960,100 1,701,334 
JK Cement Ltd. 135,600 2,593,802 
Shree Cement Ltd. 6,493 2,029,287 
West China Cement Ltd. 346,000 55,928 
  28,774,412 
Containers & Packaging - 0.0%   
Anadolu Cam Sanayii A/S 134,325 81,275 
Bio Pappel S.A.B. de CV (b) 24,738 25,576 
Klabin SA unit 267,675 1,152,249 
  1,259,100 
Metals & Mining - 1.5%   
Alrosa Co. Ltd. 2,838,260 3,045,636 
Aluminum Corp. of China Ltd. (H Shares) (b) 594,000 157,740 
Anglo American Platinum Ltd. 37,024 2,492,037 
AngloGold Ashanti Ltd. 330,935 5,893,376 
AngloGold Ashanti Ltd. sponsored ADR 39,500 689,275 
Ann Joo Resources Bhd 500 125 
CAP SA 85,501 484,007 
China Molybdenum Co. Ltd. (H Shares) 453,000 169,112 
Compania de Minas Buenaventura SA sponsored ADR 86,500 964,475 
Daehan Steel Co. Ltd. 2,905 12,192 
Eregli Demir ve Celik Fabrikalari T.A.S. 426,808 565,127 
Grupo Mexico SA de CV Series B 1,513,100 3,568,465 
Hindalco Industries Ltd. 880,082 1,891,462 
Impala Platinum Holdings Ltd. 691,379 5,619,649 
KGHM Polska Miedz SA (Bearer) (b) 45,216 829,222 
KISCO Corp. 6,262 19,815 
Korea Zinc Co. Ltd. 13,629 4,704,312 
Kumba Iron Ore Ltd. 93,581 1,724,550 
Magnitogorsk Iron & Steel Works PJSC sponsored GDR (Reg. S) 37,183 282,617 
MMC Norilsk Nickel PJSC sponsored ADR 368,349 11,137,716 
Nanjing Iron & Steel Co. Ltd. 400,200 176,291 
Novolipetsk Steel OJSC GDR (Reg. S) 12,307 236,307 
Polyus PJSC 8,916 1,127,908 
Polyus PJSC unit 11,923 741,296 
POSCO 49,449 8,032,764 
POSCO sponsored ADR 36,270 1,461,318 
Severstal PAO GDR (Reg. S) 7,512 92,093 
Shanxi Taigang Stainless Steel Co. Ltd. (A Shares) 784,304 394,847 
Sheng Yu Steel Co. Ltd. 35,418 22,695 
Southern Copper Corp. 105,931 3,564,578 
Ternium SA sponsored ADR 178,441 3,158,406 
Vale SA sponsored ADR (b) 839,001 8,238,990 
Zijin Mining Group Co. Ltd. (H Shares) 642,000 288,262 
  71,786,665 
Paper & Forest Products - 0.2%   
Duratex SA 280,847 1,092,137 
Suzano Papel e Celulose SA 1,111,100 9,476,364 
  10,568,501 
TOTAL MATERIALS  133,048,438 
REAL ESTATE - 1.4%   
Equity Real Estate Investment Trusts (REITs) - 0.0%   
Concentradora Fibra Danhos SA de CV 12,699 17,762 
Fibra Uno Administracion SA de CV 17,167 25,808 
Link (REIT) 107,500 995,702 
Macquarie Mexican (REIT) (a) 9,672 12,835 
Musharaka Real Estate Income Fund 13,897 34,006 
Prologis Property Mexico SA 60,798 128,435 
Prologis Property Mexico SA rights (b) 18,730 76 
  1,214,624 
Real Estate Management & Development - 1.4%   
Agile Property Holdings Ltd. 3,329,238 4,672,465 
Aldar Properties PJSC (b) 1,478,311 853,294 
Ayala Land, Inc. 11,122,200 8,500,212 
BR Malls Participacoes SA 577,447 2,109,950 
BR Properties SA (b) 9,285 28,611 
CapitaLand Ltd. 587,800 1,489,650 
Central China Real Estate Ltd. 137,925 80,685 
China Overseas Grand Oceans Group Ltd. 656,000 448,554 
China Overseas Land and Investment Ltd. 1,792,000 6,011,648 
China Resources Land Ltd. 228,000 1,051,520 
China South City Holdings Ltd. 497,873 54,929 
China Vanke Co. Ltd.:   
(A Shares) 228,097 965,309 
(H Shares) 135,300 520,718 
Country Garden Holdings Co. Ltd. 6,702,000 8,872,949 
Dar Al Arkan Real Estate Development Co. (b) 666,777 1,665,387 
Emaar Properties PJSC 3,967,374 3,780,663 
Gemdale Corp. (A Shares) 158,100 323,348 
Gemdale Properties and Investment Corp. Ltd. 628,000 111,179 
Greenland Holdings Corp. Ltd. (A Shares) 4,424,963 3,695,934 
Greenland Hong Kong Holdings Ltd. 133,366 51,841 
Guangzhou R&F Properties Co. Ltd. (H Shares) 551,200 854,201 
Hang Lung Properties Ltd. 579,000 1,264,218 
Hopson Development Holdings Ltd. 24,545 22,105 
IOI Properties Group Bhd 77,800 18,649 
K Wah International Holdings Ltd. 409,123 196,820 
Kaisa Group Holdings Ltd. 327,000 145,147 
KSL Holdings Bhd (b) 105,100 17,710 
KWG Property Holding Ltd. 980,500 1,436,473 
Logan Property Holdings Co. Ltd. 549,692 937,897 
Longfor Properties Co. Ltd. (a) 1,322,048 6,114,154 
Poly Property Group Co. Ltd. 1,135,686 426,884 
Powerlong Real Estate Holding Ltd. 378,417 235,934 
PT Puradelta Lestari TBK 5,453,700 89,707 
Radium Life Tech Co. Ltd. 330,676 109,773 
Risesun Real Estate Development Co. Ltd. (A Shares) 3,065,444 3,752,916 
Road King Infrastructure Ltd. 249,966 426,497 
Sansiri PCL (For. Reg.) 6,763,900 152,215 
Shanghai Shimao Co. Ltd. (A Shares) 1,476,815 846,978 
Shimao Property Holdings Ltd. 869,778 3,113,125 
Shui On Land Ltd. 360,500 71,684 
Sun Hung Kai Properties Ltd. 97,000 1,378,781 
Sunac China Holdings Ltd. 354,000 1,930,083 
United Development Co. (b) 229,244 76,116 
  68,906,913 
TOTAL REAL ESTATE  70,121,537 
UTILITIES - 0.9%   
Electric Utilities - 0.5%   
Cheung Kong Infrastructure Holdings Ltd. 127,000 865,131 
CPFL Energia SA 183,800 1,460,322 
EDP Energias do Brasil SA 693,537 3,168,443 
Enel Chile SA 1,983,170 177,004 
Enel Chile SA sponsored ADR 176,677 775,612 
Energa SA (b) 19,990 35,989 
Enersis SA 14,466,654 2,423,196 
Enersis SA sponsored ADR 113,466 975,808 
Equatorial Energia SA 1,128,125 6,220,972 
Korea Electric Power Corp. (b) 140,742 2,490,744 
Polska Grupa Energetyczna SA (b) 195,906 225,222 
Power Grid Corp. of India Ltd. 660,912 1,653,669 
Tenaga Nasional Bhd 994,630 2,856,301 
  23,328,413 
Gas Utilities - 0.4%   
Beijing Enterprises Holdings Ltd. 37,000 156,164 
China Gas Holdings Ltd. 1,894,200 6,925,555 
China Resource Gas Group Ltd. 150,000 748,557 
Daesung Energy Co. Ltd. 20,047 77,793 
ENN Energy Holdings Ltd. 101,300 1,122,162 
Gujarat State Petronet Ltd. 7,065 21,958 
Indraprastha Gas Ltd. (b) 1,130,824 6,896,656 
Mahanagar Gas Ltd. 34,288 475,189 
PT Perusahaan Gas Negara Tbk Series B 712,900 63,601 
Samchully Co. Ltd. 279 18,215 
  16,505,850 
Independent Power and Renewable Electricity Producers - 0.0%   
Benpres Holdings Corp. 124,600 9,034 
China Longyuan Power Grid Corp. Ltd. (H Shares) 1,560,000 816,523 
  825,557 
Water Utilities - 0.0%   
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) 91,100 1,196,835 
SIIC Environment Holdings Ltd. 187,000 32,866 
  1,229,701 
TOTAL UTILITIES  41,889,521 
TOTAL COMMON STOCKS   
(Cost $2,526,239,021)  2,963,899,042 
Nonconvertible Preferred Stocks - 2.1%   
COMMUNICATION SERVICES - 0.1%   
Diversified Telecommunication Services - 0.1%   
Telefonica Brasil SA 47,240 563,893 
Telefonica Brasil SA sponsored ADR 190,100 2,267,893 
  2,831,786 
CONSUMER STAPLES - 0.1%   
Beverages - 0.0%   
Ambev SA sponsored ADR 455,222 1,461,263 
Food & Staples Retailing - 0.1%   
Companhia Brasileira de Distribuicao Grupo Pao de Acucar (PN) 133,900 2,159,156 
TOTAL CONSUMER STAPLES  3,620,419 
ENERGY - 0.4%   
Oil, Gas & Consumable Fuels - 0.4%   
Petroleo Brasileiro SA - Petrobras:   
(PN) sponsored ADR (non-vtg.) 425,446 4,790,522 
sponsored ADR 1,088,563 13,171,612 
  17,962,134 
FINANCIALS - 1.2%   
Banks - 1.2%   
Banco Bradesco SA (PN) 1,628,984 11,121,197 
Banco do Estado Rio Grande do Sul SA 4,800 19,482 
Itau Unibanco Holding SA 4,098,536 29,328,284 
Itau Unibanco Holding SA sponsored ADR 837,485 5,921,019 
Itausa-Investimentos Itau SA (PN) 3,546,868 9,525,679 
Sberbank of Russia 109,335 358,504 
  56,274,165 
INDUSTRIALS - 0.0%   
Airlines - 0.0%   
Azul SA (b) 125,800 1,250,151 
INFORMATION TECHNOLOGY - 0.3%   
Technology Hardware, Storage & Peripherals - 0.3%   
Samsung Electronics Co. Ltd. 444,661 16,866,503 
UTILITIES - 0.0%   
Electric Utilities - 0.0%   
Companhia Paranaense de Energia-Copel (PN-B) 116,800 1,872,969 
Water Utilities - 0.0%   
Cia de Saneamento do Parana 109,070 482,924 
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR 30,784 401,116 
  884,040 
TOTAL UTILITIES  2,757,009 
TOTAL NONCONVERTIBLE PREFERRED STOCKS   
(Cost $95,024,783)  101,562,167 
Equity Funds - 31.3%   
Diversified Emerging Markets Funds - 31.3%   
Aberdeen Emerging Markets Fund Institutional Service Class 7,414,699 108,254,604 
Brandes Emerging Markets Value Fund Class A 10,256,732 82,771,827 
Fidelity Emerging Markets Fund (e) 12,174,383 398,711,045 
Fidelity SAI Emerging Markets Low Volatility Index Fund (e) 25,266,069 232,700,499 
GMO Emerging Markets Fund - Class III 1,632,303 50,340,230 
Goldman Sachs Emerging Markets Equity Fund Institutional Shares 7,309,524 159,128,342 
Invesco Oppenheimer Developing Markets Fund Class R6 3,026,106 125,916,270 
Invesco Oppenheimer Emerging Markets Innovators Fund Class R6 (b) 4,679,444 48,900,194 
iShares MSCI China ETF (c) 2,832,430 175,978,876 
iShares MSCI EM ESG Optimized ETF (c) 70,286 2,293,432 
iShares MSCI South Korea Index ETF 373,835 20,545,972 
Lazard Emerging Markets Equity Portfolio Open Shares 2,147,890 35,740,896 
Matthews Korea Fund Investor Class 6,983,487 27,235,601 
Matthews Pacific Tiger Fund Investor Class 128 3,404 
Morgan Stanley Institutional Fund, Inc. Frontier Markets Portfolio Class I 1,987,350 31,420,010 
Xtrackers Harvest CSI 300 China ETF Class A (c) 414,269 11,835,665 
TOTAL EQUITY FUNDS   
(Cost $1,352,849,991)  1,511,776,867 
U.S. Treasury Obligations - 0.2%   
U.S. Treasury Bills, yield at date of purchase 1.38% to 1.55% 3/5/20 to 5/28/20 (f)   
(Cost $7,298,701) 7,310,000 7,299,977 
Money Market Funds - 9.1%   
Fidelity Cash Central Fund 1.60% (g) 758,777 758,929 
Fidelity Securities Lending Cash Central Fund 1.60% (g)(h) 205,035,861 205,056,364 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.53% (i) 231,056,124 231,056,124 
TOTAL MONEY MARKET FUNDS   
(Cost $436,871,417)  436,871,417 
TOTAL INVESTMENT IN SECURITIES - 104.2%   
(Cost $4,418,283,913)  5,021,409,470 
NET OTHER ASSETS (LIABILITIES) - (4.2)%  (203,164,772) 
NET ASSETS - 100%  $4,818,244,698 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
ICE E-mini MSCI Emerging Markets Index Contracts (United States) 2,638 March 2020 $133,060,720 $(10,452,627) $(10,452,627) 

The notional amount of futures purchased as a percentage of Net Assets is 2.8%

For the period, the average monthly notional amount at value for futures contracts in the aggregate was $211,913,599.

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) 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 $29,305,649 or 0.6% of net assets.

 (b) Non-income producing

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

 (d) Level 3 security

 (e) Affiliated Fund

 (f) 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 $7,256,892.

 (g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $34,749 
Fidelity Securities Lending Cash Central Fund 479,665 
Total $514,414 

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 Underlying Funds, excluding any Money Market Central Funds, is presented below. Exchanges 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 Emerging Markets Fund $355,884,838 $7,163,136 $-- $7,163,139 $-- $35,663,071 $398,711,045 
Fidelity SAI Emerging Markets Low Volatility Index Fund -- 256,782,547 -- 4,782,547 -- (24,082,048) 232,700,499 
Total $355,884,838 $263,945,683 $-- $11,945,686 $-- $11,581,023 $631,411,544 

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 February 29, 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 
Investments in Securities:     
Equities:     
Communication Services $354,329,725 $139,631,353 $214,698,372 $-- 
Consumer Discretionary 507,234,199 469,749,109 37,456,572 28,518 
Consumer Staples 238,385,354 196,222,899 42,162,455 -- 
Energy 158,765,956 68,583,339 90,176,959 5,658 
Financials 800,987,015 460,513,862 340,473,153 -- 
Health Care 41,274,320 38,226,021 3,048,299 -- 
Industrials 115,812,688 102,956,864 12,855,824 -- 
Information Technology 600,855,447 354,319,168 246,536,279 -- 
Materials 133,048,438 91,770,572 41,277,866 -- 
Real Estate 70,121,537 70,011,688 109,849 -- 
Utilities 44,646,530 41,894,575 2,751,955 -- 
Equity Funds 1,511,776,867 1,511,776,867 -- -- 
Other Short-Term Investments 7,299,977 -- 7,299,977 -- 
Money Market Funds 436,871,417 436,871,417 -- -- 
Total Investments in Securities: $5,021,409,470 $3,982,527,734 $1,038,847,560 $34,176 
Derivative Instruments:     
Liabilities     
Futures Contracts $(10,452,627) $(10,452,627) $-- $-- 
Total Liabilities $(10,452,627) $(10,452,627) $-- $-- 
Total Derivative Instruments: $(10,452,627) $(10,452,627) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 29, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $0 $(10,452,627) 
Total Equity Risk (10,452,627) 
Total Value of Derivatives $0 $(10,452,627) 

 (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).

Other Information

Distribution of the direct investments by country of issue, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 36.9% 
Cayman Islands 13.0% 
China 8.2% 
Korea (South) 8.0% 
Taiwan 6.4% 
India 5.2% 
Brazil 5.1% 
Russia 3.0% 
Hong Kong 2.5% 
South Africa 2.0% 
Mexico 1.4% 
Others (Individually Less Than 1%) 8.3% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

  February 29, 2020 
Assets   
Investment in securities, at value (including securities loaned of $200,405,299) — See accompanying schedule:
Unaffiliated issuers (cost $3,658,070,048) 
$4,184,182,633  
Fidelity Central Funds (cost $205,815,293) 205,815,293  
Other affiliated issuers (cost $554,398,572) 631,411,544  
Total Investment in Securities (cost $4,418,283,913)  $5,021,409,470 
Cash  6,299,116 
Foreign currency held at value (cost $2,208,374)  2,160,627 
Receivable for investments sold  10,001,835 
Receivable for fund shares sold  1,926,892 
Dividends receivable  7,599,069 
Interest receivable  287,978 
Distributions receivable from Fidelity Central Funds  80,768 
Other receivables  62,246 
Total assets  5,049,828,001 
Liabilities   
Payable for investments purchased $18,053,742  
Payable for fund shares redeemed 5,871,701  
Accrued management fee 1,563,290  
Payable for daily variation margin on futures contracts 488,425  
Other payables and accrued expenses 580,774  
Collateral on securities loaned 205,025,371  
Total liabilities  231,583,303 
Net Assets  $4,818,244,698 
Net Assets consist of:   
Paid in capital  $4,469,570,436 
Total accumulated earnings (loss)  348,674,262 
Net Assets  $4,818,244,698 
Net Asset Value, offering price and redemption price per share ($4,818,244,698 ÷ 472,299,126 shares)  $10.20 

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


Statement of Operations

  Year ended February 29, 2020 
Investment Income   
Dividends:   
Unaffiliated issuers  $101,902,773 
Affiliated issuers  11,945,686 
Non-Cash dividends  16,661,237 
Interest  5,916,161 
Income from Fidelity Central Funds (including $479,665 from security lending)  514,414 
Income before foreign taxes withheld  136,940,271 
Less foreign taxes withheld  (9,508,908) 
Total income  127,431,363 
Expenses   
Management fee $29,751,832  
Accounting and security lending fees 521,164  
Custodian fees and expenses 851,461  
Independent trustees' fees and expenses 53,680  
Registration fees 57,251  
Audit 98,643  
Legal 17,549  
Miscellaneous 341,050  
Total expenses before reductions 31,692,630  
Expense reductions (12,387,865)  
Total expenses after reductions  19,304,765 
Net investment income (loss)  108,126,598 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (30,107,368)  
Fidelity Central Funds 9,267  
Foreign currency transactions (1,788,998)  
Futures contracts 31,211,404  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 5,201,048  
Total net realized gain (loss)  4,525,353 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (net of increase in deferred foreign taxes of $56,260) 4,160,075  
Affiliated issuers 11,581,023  
Assets and liabilities in foreign currencies (286,860)  
Futures contracts (22,927,293)  
Total change in net unrealized appreciation (depreciation)  (7,473,055) 
Net gain (loss)  (2,947,702) 
Net increase (decrease) in net assets resulting from operations  $105,178,896 

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


Statement of Changes in Net Assets

 Year ended February 29, 2020 Year ended February 28, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $108,126,598 $77,358,567 
Net realized gain (loss) 4,525,353 (86,864,085) 
Change in net unrealized appreciation (depreciation) (7,473,055) (640,462,210) 
Net increase (decrease) in net assets resulting from operations 105,178,896 (649,967,728) 
Distributions to shareholders (108,590,118) (69,748,423) 
Share transactions   
Proceeds from sales of shares 778,953,889 1,059,692,349 
Reinvestment of distributions 107,714,914 69,510,261 
Cost of shares redeemed (725,778,234) (819,100,492) 
Net increase (decrease) in net assets resulting from share transactions 160,890,569 310,102,118 
Total increase (decrease) in net assets 157,479,347 (409,614,033) 
Net Assets   
Beginning of period 4,660,765,351 5,070,379,384 
End of period $4,818,244,698 $4,660,765,351 
Other Information   
Shares   
Sold 75,927,054 96,882,174 
Issued in reinvestment of distributions 9,678,318 7,458,183 
Redeemed (69,026,725) (80,109,848) 
Net increase (decrease) 16,578,647 24,230,509 

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


Financial Highlights

Strategic Advisers Emerging Markets Fund

      
Years ended February 28, 2020 A 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $10.23 $11.75 $9.14 $7.15 $9.47 
Income from Investment Operations      
Net investment income (loss)B .23C .17 .14 .10 .10 
Net realized and unrealized gain (loss) (.03) (1.53) 2.62 1.99 (2.32) 
Total from investment operations .20 (1.36) 2.76 2.09 (2.22) 
Distributions from net investment income (.23) (.16) (.15) (.10) (.10) 
Distributions from net realized gain – – D (.01) – 
Total distributions (.23) (.16) (.15) (.10)E (.10) 
Net asset value, end of period $10.20 $10.23 $11.75 $9.14 $7.15 
Total ReturnF 1.80% (11.48)% 30.23% 29.40% (23.49)% 
Ratios to Average Net AssetsG,H,I      
Expenses before reductions .64% .66% .70% .60% .50% 
Expenses net of fee waivers, if any .39% .41% .45% .35% .25% 
Expenses net of all reductions .39% .40% .45% .35% .24% 
Net investment income (loss) 2.20%C 1.60% 1.36% 1.23% 1.25% 
Supplemental Data      
Net assets, end of period (000 omitted) $4,818,245 $4,660,765 $5,070,379 $4,599,443 $4,265,092 
Portfolio turnover rateI 39% 57% 31% 23% 41% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

 C Net investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.87%.

 D Amount represents less than $.005 per share.

 E Total distributions of $.10 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.005 per share.

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

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

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

 I Amounts do not include the activity of Underlying Funds.

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


Notes to Financial Statements

For the period ended February 29, 2020

1. Organization.

Strategic Advisers Emerging Markets Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is offered exclusively to certain clients of Strategic Advisers LLC (Strategic Advisers), an affiliate of Fidelity Management & Research Company LLC (FMR). The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 29, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations in "Non-cash dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), certain independent Trustees have elected to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees of $56,823 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 29, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, capital loss carryforwards and losses due to wash sales and excise tax regulations.

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

Gross unrealized appreciation $830,042,088 
Gross unrealized depreciation (245,420,918) 
Net unrealized appreciation (depreciation) $584,621,170 
Tax Cost $4,436,788,300 

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

Capital loss carryforward $(234,855,303) 
Net unrealized appreciation (depreciation) on securities and other investments $584,279,483 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration  
Short-term $(234,855,303) 

The Fund intends to elect to defer to its next fiscal year $636,836 of ordinary losses recognized during the period January 1, 2020 to February 29, 2020.

The tax character of distributions paid was as follows:

 February 29, 2020 February 28, 2019 
Ordinary Income $108,590,118 $ 69,748,423 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.
 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

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

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities are noted in the table below.

 Purchases ($) Sales ($) 
Strategic Advisers Emerging Markets Fund 2,000,492,174 1,799,253,806 

Prior Fiscal Year Unaffiliated Exchanges In-Kind. During the prior period, the Fund redeemed 30,747,979 shares of Causeway Emerging Markets Fund-Investor Class in exchange for investments and cash with a value of $409,716,815. The Fund had a net realized gain of $54,053,566 on the Fund's redemptions of Causeway Emerging Markets Fund-Investor Class. The Fund recognized gains on the exchanges for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.20% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .60% of the Fund's average net assets.

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

Sub-Advisers. Acadian Asset Management LLC, Causeway Capital Management, LLC, FIAM LLC, FIL Investment Advisors (an affiliate of the investment adviser), Schroder Investment Management North America, Inc., Somerset Capital Management LLP and T. Rowe Price Associates, Inc. each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. Effective July 1, 2019 accounting fees are not paid by the Fund and are instead paid by the investment adviser or an affiliate. For the period, the total fees paid for accounting and administration of securities lending were equivalent to .01%.

Brokerage Commissions. A portion of portfolio transactions were placed with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

 Amount 
Strategic Advisers Emerging Markets Fund $514 

Interfund Trades. Funds may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds are managed by FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

 Amount 
Strategic Advisers Emerging Markets Fund $12,243 

During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2022. During the period, this waiver reduced the Fund's management fee by $12,326,402.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $58,906 for the period.

In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $2,390 and $167, respectively.

10. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets.

At the end of the period, the Fund was the owner of record of 10% or more of the total outstanding shares of the following Underlying Funds:

Fidelity Emerging Markets Fund 12% 
Fidelity SAI Emerging Markets Low Volatility Index Fund 32% 

11. Coronavirus (Covid-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Emerging Markets Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Emerging Markets Fund (one of the funds constituting Fidelity Rutland Square Trust II, referred to hereafter as the “Fund”) as of February 29, 2020, the related statement of operations for the year ended February 29, 2020, the statement of changes in net assets for each of the two years in the period ended February 29, 2020, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2020 and the financial highlights for each of the five years in the period ended February 29, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 14, 2020



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  If the interests of the fund and an underlying Fidelity® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds.  Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict.  Each of the trustees oversees 14 funds. 

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), and a Director of Strategic Advisers LLC (2018-present). Previously, Mr. Hogan served as a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), President of FMR Co., Inc. (2009-2018), a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of Fidelity Management & Research Company (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of Fidelity Management & Research Company (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

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

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

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

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present) and Chief Executive Officer (2013-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

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

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

Advisory Board Members and Officers:

Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

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

Christine Marcks (1955)

Year of Election or Appointment: 2019

Member of the Advisory Board

Ms. Marcks also serves as Member of the Advisory Board of other Funds. Prior to her retirement, Ms. Marcks served as Chief Executive Officer and President – Prudential Retirement (2007-2017) and Vice President for Rollover and Retirement Income Strategies (2005-2007), Prudential Financial, Inc. (financial services). Previously, Ms. Marcks was Senior Vice President and Head of Financial Horizons (2002-2004) and Vice President, Strategic Marketing (2000-2002) of Voya Financial (formerly ING U.S.) (financial services), held numerous positions at Aetna Financial Services (financial services, 1987-2000) and served as an International Economist for the United States Department of the Treasury (1980-1987). Ms. Marcks also serves as a member of the Board of Trustees, Audit Committee and Benefits & Operations Committee of the YMCA Retirement Fund (2018-present), a non-profit organization providing retirement plan benefits to YMCA staff members, and as a member of the Board of Trustees of Assumption College (2019-present).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of certain funds (2017-2019), as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

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

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers LLC (investment adviser firm, 2015-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present). Previously, Mr. Gryglewicz served as Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), and as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Christina H. Lee (1975)

Year of Election or Appointment: 2020

Secretary and Chief Legal Officer

Ms. Lee also serves as Secretary and CLO of other funds. Ms. Lee serves as Vice President, Associate General Counsel (2014-present) and is an employee of Fidelity Investments (2007-present). Previously, Ms. Lee served as Assistant Secretary of certain funds (2018-2019).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2020

Assistant Secretary

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2020

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (September 1, 2019 to February 29, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
September 1, 2019 
Ending
Account Value
February 29, 2020 
Expenses Paid
During Period-B
September 1, 2019
to February 29, 2020 
Actual .38% $1,000.00 $1,039.80 $1.93 
Hypothetical-C  $1,000.00 $1,022.97 $1.91 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

The fund designates 6% and 1% of the dividends distributed in April and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 86% and 64% of the dividends distributed in April and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.0060 and $0.0010 for the dividend paid April 8, 2019, and $0.2544 and $0.0264 for the dividend paid December 31, 2019.

The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers LLC (Strategic Advisers) and the sub-advisory agreements with Acadian Asset Management (Acadian), Causeway Capital Management, FIAM LLC (FIAM), FIL Investment Advisors (FIL), Schroder Investment Management North America, Inc. (SIMNA Inc.), Somerset Capital Management LLP (Somerset), and T. Rowe Price Associates, Inc. (T. Rowe Price) (collectively, the Sub-Advisory Agreements), and the sub-sub-advisory agreements with FIL Investment Advisors (UK) Limited, Schroder Investment Management North America Limited, and T. Rowe Price International Ltd. (collectively, the Sub-Sub-Advisory Agreements and, together with the management contract and the Sub-Advisory Agreements, the Advisory Contracts) for the fund. Strategic Advisers and the Sub-Advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board. The Board, acting directly and through its committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts.

At its September 2019 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board approved amendments to the fund's sub-advisory agreements with Acadian, FIL, SIMNA Inc., and Somerset to add certain exceptions to the most favored nation provision in each such sub-advisory agreement and, where applicable, to make other non-material amendments to the agreements. The Board noted that the other terms of each amended sub-advisory agreement are not materially different from those of the applicable existing sub-advisory agreement and that Acadian, FIL, SIMNA Inc., and Somerset each will continue to provide the same services to the fund.

In reaching its determination to renew the fund's Advisory Contracts and approve the amendments to the sub-advisory agreements described above (Amendments), the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services provided by and the profits, if any, realized by Strategic Advisers from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the Amendments, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the Amendments is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the Amendments was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided.  The Board considered the staffing within the Investment Advisers, including the backgrounds of the fund's investment personnel and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategies for the funds; (ii) identifying and recommending sub-advisers for the funds; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to the portion of fund assets allocated to the sub-adviser; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

The Board also considered the nature, extent and quality of services provided by each Sub-Adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each Sub-Adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the Sub-Adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each Sub-Adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staffs, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of administrative and shareholder services performed by Strategic Advisers and its affiliates under the management contract and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

In connection with the renewal of the Advisory Contracts, the Board considered annualized return information for the fund for different time periods, measured against an appropriate securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

The Board considered discussions that occur at Board meetings throughout the year with representatives of Strategic Advisers about fund investment performance and the performance of each Sub-Adviser as part of regularly scheduled fund reviews and other reports to the Board on fund performance, taking into account various factors including general market conditions. In its discussions with representatives of Strategic Advisers regarding fund performance, the Board gave particular attention to information indicating underperformance of certain funds for specific time periods and discussed with Strategic Advisers the reasons for any such underperformance.

The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2018, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Emerging Markets Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one-year period and in the second quartile for the three- and five-year periods ended December 31, 2018. The Board also noted that the fund had out-performed 39%, 68%, and 53% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2018. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-, three-, and five-year periods shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2022 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.20%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Emerging Markets Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2018.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2018.

Fees Charged to Other Clients.  The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each Sub-Adviser, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability.  The Board considered information regarding the revenues earned and the expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationships with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

The Board also considered information regarding the profitability of the Sub-Advisers' respective relationships with the fund and the potential fall-out benefits, if any, that may accrue to the Sub-Advisers as a result of their respective relationships with the fund. The Board noted the difficulty in evaluating a Sub-Adviser's costs and the profitability of a Sub-Advisory Agreement to a Sub-Adviser because of, among other things, differences in the type and content of information provided by each Sub-Adviser due to differences in business models, cost accounting methods, and profitability calculation methodologies among the Sub-Advisers. Accordingly, the Board considered profitability information provided by the Sub-Advisers in light of the nature of the relationships between Strategic Advisers and the Sub-Advisers with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that certain of the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2022.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the Amendments should be approved because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940 (the Liquidity Rule) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Fund has adopted and implemented a liquidity risk management program (the Program) reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. Strategic Advisers has established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions and (4) borrowings and other funding sources, as applicable.

In accordance with the Program, each of the Fund’s portfolio investments is classified into one of four liquidity categories described below based on a determination of a reasonable expectation for how long it would take to convert the investment to cash (or sell or dispose of the investment) without significantly changing its market value.

  • Highly liquid investments – cash or convertible to cash within three business days or less
  • Moderately liquid investments – convertible to cash in three to seven calendar days
  • Less liquid investments – can be sold or disposed of, but not settled, within seven calendar days
  • Illiquid investments – cannot not be sold or disposed of within seven calendar days

Liquidity classification determinations take into account a variety of factors including various market, trading and investment-specific considerations, as well as market depth, and generally utilize analysis from a third-party liquidity metrics service.

The Liquidity Rule places a 15% limit on a fund’s illiquid investments and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund’s net assets to be invested in highly liquid investments (highly liquid investment minimum or HLIM). The Program includes provisions reasonably designed to comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement as applicable.

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2018 through November 30, 2019. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.





Fidelity Investments

SAE-ANN-0420
1.918359.109


Strategic Advisers® Fidelity® International Fund

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



Annual Report

February 29, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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 


Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Liquidity Risk Management Program


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. © 2020 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.

In the weeks following the end of this reporting period, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.

Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 29, 2020 Past 1 year Past 5 years Past 10 years 
Strategic Advisers® Fidelity® International Fund 5.10% 3.32% 5.93% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Fidelity® International Fund on February 28, 2010.

The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.


Period Ending Values

$17,784Strategic Advisers® Fidelity® International Fund

$16,291MSCI EAFE Index

Management's Discussion of Fund Performance

Market Recap:  The MSCI ACWI (All Country World Index) ex USA Index returned -0.51% for the 12 months ending February 29, 2020, as the negative impact of the new coronavirus in early 2020 reversed a strong uptrend. For the first 10 months of the past year, international stocks gained ground as they benefited from accommodative monetary policies from central banks around the world, favorable economic growth and de-escalation of the U.S.–China trade conflict. However, in January, the outbreak and spread of the novel coronavirus in China became a growing concern for many investors, threatening global economic growth and corporate earnings. The index had a return of -2.68% for the month. The outbreak escalated globally in February, when the index returned -7.90% amid a surge of cases outside China and causing investors to generally favor safer asset classes. For the full 12 months, the energy (-17%) sector was hit hardest, as concerns about global growth and lack of demand for crude oil and natural gas pressured stocks. Materials (-8%) fared poorly, followed by financials (-5%). Conversely, the defensive health care (+10%) and utilities (+7%) sectors held up well, while information technology (+17%) led the way. Regionally, the U.K. (-7%) suffered from uncertainty tied to Brexit for most of the period, though Parliament approved a deal in January. Asia Pacific ex Japan (-3%) and emerging markets (-2%) lagged, whereas Europe ex U.K. (+3%), Canada (+2%) and Japan (+1) slightly outperformed.

Comments from Portfolio Manager Wilfred Chilangwa:  For the fiscal year, the Fund gained 5.10%, handily outpacing the -0.34% return of the benchmark MSCI EAFE Index. During a period in which growth stocks and strategies outperformed their value-oriented counterparts, growth-oriented underlying managers emphasizing momentum and/or company quality delivered the best results. Fidelity® International Capital Appreciation Fund (+13%), which targets high-quality growth stocks, outperformed the benchmark by a large margin and was the top relative contributor. Fidelity® Diversified International Fund (+10%) – which follows a GARP (growth at a reasonable price) approach – also notably outperformed, led by stock picks in Europe ex U.K. and Japan, complemented by a sizable, out-of-benchmark allocation in emerging markets. Fidelity Overseas Fund (+8%) provided a further boost to the portfolio's relative result. This manager seeks to own high-quality companies purchased at attractive prices that he believes can outperform the market over the long term. On the downside, Fidelity® SAI® International Value Index Fund (-6%) was the largest relative detractor, as its style was out of favor the past 12 months. Despite this period's disappointing performance, I believe this fund helps balance the growth emphasis of the active managers in the portfolio. As of February 29, the portfolio was defensively positioned, reflecting heightened economic risk from the coronavirus pandemic.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of February 29, 2020

(excluding cash equivalents)

 % of fund's net assets 
Fidelity Overseas Fund 15.4 
Fidelity Diversified International Fund 15.2 
Fidelity International Discovery Fund 14.9 
Fidelity International Capital Appreciation Fund 13.2 
Fidelity SAI International Value Index Fund 11.9 
Fidelity SAI International Low Volatility Index Fund 8.9 
Fidelity Advisor Japan Fund Class I 3.0 
Fidelity International Value Fund 2.1 
Fidelity Pacific Basin Fund 1.8 
Fidelity Advisor International Real Estate Fund Class I 1.0 
 87.4 

Asset Allocation (% of fund's net assets)

As of February 29, 2020 
   Common Stocks 7.1% 
   Foreign Large Blend Funds 10.7% 
   Foreign Large Growth Funds 59.5% 
   Foreign Large Value Funds 14.0% 
   Foreign Small Mid Growth Funds 0.9% 
   Other 3.4% 
   Sector Funds 1.0% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.4% 


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

Schedule of Investments February 29, 2020

Showing Percentage of Net Assets

Common Stocks - 7.1%   
 Shares Value 
COMMUNICATION SERVICES - 0.4%   
Diversified Telecommunication Services - 0.2%   
Cellnex Telecom SA (a) 79,472 $3,874,597 
HKT Trust/HKT Ltd. unit 3,791,000 5,670,694 
Nippon Telegraph & Telephone Corp. 234,800 5,477,830 
  15,023,121 
Interactive Media & Services - 0.0%   
Adevinta ASA Class B 148,360 1,562,570 
Yahoo! Japan Corp. 442,500 1,612,298 
  3,174,868 
Media - 0.0%   
Informa PLC 222,675 1,970,771 
Schibsted ASA (A Shares) 76,356 1,946,016 
  3,916,787 
Wireless Telecommunication Services - 0.2%   
SoftBank Group Corp. 222,100 10,318,393 
Vodafone Group PLC 1,647,096 2,878,709 
  13,197,102 
TOTAL COMMUNICATION SERVICES  35,311,878 
CONSUMER DISCRETIONARY - 0.8%   
Auto Components - 0.1%   
DENSO Corp. 169,400 6,627,740 
Automobiles - 0.2%   
Bayerische Motoren Werke AG (BMW) 34,271 2,261,294 
Ferrari NV 18,511 2,915,813 
Isuzu Motors Ltd. 264,700 2,493,373 
Subaru Corp. 128,800 3,128,051 
Suzuki Motor Corp. 55,600 2,235,650 
Toyota Motor Corp. 44,800 2,941,779 
  15,975,960 
Hotels, Restaurants & Leisure - 0.1%   
Aristocrat Leisure Ltd. 135,584 2,924,480 
Compass Group PLC 82,389 1,815,231 
Galaxy Entertainment Group Ltd. 104,000 686,440 
SJM Holdings Ltd. 1,606,000 1,817,180 
  7,243,331 
Household Durables - 0.1%   
Sony Corp. 111,600 6,879,904 
Internet & Direct Marketing Retail - 0.1%   
Delivery Hero AG (a)(b) 80,084 6,126,276 
Ocado Group PLC (b) 115,140 1,595,061 
Zozo, Inc. 47,000 659,726 
  8,381,063 
Leisure Products - 0.0%   
Bandai Namco Holdings, Inc. 49,800 2,479,381 
Multiline Retail - 0.0%   
B&M European Value Retail SA 320,748 1,389,417 
Specialty Retail - 0.0%   
Nitori Holdings Co. Ltd. 10,600 1,470,693 
Textiles, Apparel & Luxury Goods - 0.2%   
adidas AG 11,645 3,278,629 
Kering SA 3,610 2,035,694 
LVMH Moet Hennessy Louis Vuitton SE 24,321 10,149,898 
Moncler SpA 54,876 2,159,426 
  17,623,647 
TOTAL CONSUMER DISCRETIONARY  68,071,136 
CONSUMER STAPLES - 0.7%   
Beverages - 0.1%   
Davide Campari-Milano SpA 200,458 1,675,988 
Diageo PLC 190,805 6,807,842 
Heineken NV (Bearer) 30,637 3,052,425 
  11,536,255 
Food & Staples Retailing - 0.1%   
Koninklijke Ahold Delhaize NV 203,512 4,754,503 
Seven & i Holdings Co. Ltd. 101,500 3,478,064 
Tsuruha Holdings, Inc. 25,000 2,904,228 
  11,136,795 
Food Products - 0.2%   
Danone SA 65,432 4,618,093 
Kerry Group PLC Class A 24,345 3,106,155 
Nestle SA (Reg. S) 86,309 8,881,699 
  16,605,947 
Personal Products - 0.2%   
Kao Corp. 55,200 4,026,642 
Kose Corp. 7,000 839,792 
Shiseido Co. Ltd. 38,800 2,308,719 
Unilever NV 124,452 6,570,727 
Unilever PLC 53,264 2,863,467 
  16,609,347 
Tobacco - 0.1%   
British American Tobacco PLC (United Kingdom) 128,486 5,080,241 
Imperial Brands PLC 106,904 2,159,674 
  7,239,915 
TOTAL CONSUMER STAPLES  63,128,259 
ENERGY - 0.4%   
Oil, Gas & Consumable Fuels - 0.4%   
BP PLC 2,334,305 12,128,134 
Equinor ASA 165,112 2,543,101 
Idemitsu Kosan Co. Ltd. 85,400 2,104,517 
Lundin Petroleum AB 111,599 3,185,962 
Total SA 237,389 10,260,515 
Woodside Petroleum Ltd. 81,353 1,479,688 
  31,701,917 
FINANCIALS - 1.4%   
Banks - 0.6%   
Commonwealth Bank of Australia 55,885 2,977,306 
DBS Group Holdings Ltd. 155,200 2,686,390 
Intesa Sanpaolo SpA 2,439,087 5,929,707 
KBC Groep NV 105,720 7,043,748 
Lloyds Banking Group PLC 6,291,436 4,083,753 
Mitsubishi UFJ Financial Group, Inc. 267,400 1,306,506 
Mizrahi Tefahot Bank Ltd. 87,456 2,269,292 
National Australia Bank Ltd. 381,959 6,285,552 
Societe Generale Series A 133,957 3,795,892 
Standard Chartered PLC (United Kingdom) 463,446 3,353,537 
Sumitomo Mitsui Financial Group, Inc. 215,700 6,844,120 
Svenska Handelsbanken AB (A Shares) 307,552 3,109,866 
United Overseas Bank Ltd. 90,403 1,588,819 
  51,274,488 
Capital Markets - 0.2%   
Amundi SA (a) 41,786 3,002,597 
EQT AB (b) 198,560 2,903,804 
Julius Baer Group Ltd. 45,709 1,922,890 
London Stock Exchange Group PLC 26,794 2,631,815 
Macquarie Group Ltd. 65,734 5,773,746 
Standard Life PLC 1,291,999 4,630,982 
  20,865,834 
Diversified Financial Services - 0.1%   
Investor AB (B Shares) 57,936 2,901,987 
M&G PLC (b) 768,353 2,006,404 
ORIX Corp. 177,400 2,865,110 
  7,773,501 
Insurance - 0.5%   
AIA Group Ltd. 637,600 6,390,311 
Allianz SE 13,479 2,936,399 
AXA SA 286,291 6,654,645 
NN Group NV 80,975 2,767,579 
Prudential PLC 325,391 5,409,453 
Swiss Re Ltd. 29,922 2,846,496 
Talanx AG 39,158 1,749,144 
Tokio Marine Holdings, Inc. 92,700 4,985,655 
Zurich Insurance Group Ltd. 15,088 5,842,555 
  39,582,237 
TOTAL FINANCIALS  119,496,060 
HEALTH CARE - 1.0%   
Biotechnology - 0.1%   
CSL Ltd. 25,959 5,232,937 
Morphosys AG (b) 4,480 482,890 
Morphosys AG sponsored ADR (b) 61,700 1,646,773 
  7,362,600 
Health Care Equipment & Supplies - 0.1%   
Hoya Corp. 76,000 6,770,666 
Olympus Corp. 109,300 1,988,194 
Terumo Corp. 30,900 996,386 
  9,755,246 
Life Sciences Tools & Services - 0.1%   
Lonza Group AG 12,822 5,116,462 
Pharmaceuticals - 0.7%   
Astellas Pharma, Inc. 282,200 4,445,186 
AstraZeneca PLC (United Kingdom) 156,033 13,694,226 
Bayer AG 68,503 4,981,953 
Daiichi Sankyo Kabushiki Kaisha 38,300 2,340,043 
Novartis AG 41,835 3,519,296 
Roche Holding AG (participation certificate) 53,564 17,222,634 
Sanofi SA 94,499 8,813,527 
Takeda Pharmaceutical Co. Ltd. 84,900 2,931,901 
Teva Pharmaceutical Industries Ltd. sponsored ADR (b) 196,400 2,264,492 
UCB SA 42,160 3,903,424 
  64,116,682 
TOTAL HEALTH CARE  86,350,990 
INDUSTRIALS - 1.0%   
Aerospace & Defense - 0.1%   
Airbus Group NV 20,167 2,434,129 
MTU Aero Engines Holdings AG 12,114 2,997,279 
  5,431,408 
Air Freight & Logistics - 0.1%   
Deutsche Post AG 140,028 4,214,555 
DSV A/S 26,470 2,685,769 
  6,900,324 
Building Products - 0.1%   
Agc, Inc. 105,000 3,017,801 
Compagnie de St. Gobain 80,968 2,858,935 
Daikin Industries Ltd. 11,900 1,624,583 
  7,501,319 
Commercial Services & Supplies - 0.0%   
Park24 Co. Ltd. 74,100 1,444,765 
Rentokil Initial PLC 192,122 1,202,079 
  2,646,844 
Construction & Engineering - 0.1%   
Ferrovial SA 118,701 3,409,554 
VINCI SA 71,881 7,263,412 
  10,672,966 
Electrical Equipment - 0.0%   
Akasol AG (a)(b)(c) 19,900 742,158 
Vestas Wind Systems A/S 24,944 2,406,606 
  3,148,764 
Industrial Conglomerates - 0.1%   
Siemens AG 56,349 5,796,698 
Machinery - 0.2%   
Fanuc Corp. 24,400 4,006,820 
Kawasaki Heavy Industries Ltd. 76,600 1,391,953 
Makita Corp. 88,100 3,050,746 
Minebea Mitsumi, Inc. 137,900 2,434,281 
Nabtesco Corp. 40,400 1,090,718 
Techtronic Industries Co. Ltd. 227,500 1,840,138 
THK Co. Ltd. 123,900 2,840,763 
  16,655,419 
Marine - 0.0%   
A.P. Moller - Maersk A/S Series B 1,076 1,085,803 
Professional Services - 0.2%   
Experian PLC 94,848 3,156,912 
Recruit Holdings Co. Ltd. 123,000 4,285,500 
RELX PLC (London Stock Exchange) 143,776 3,478,637 
SR Teleperformance SA 17,425 4,250,852 
  15,171,901 
Road & Rail - 0.0%   
ComfortDelgro Corp. Ltd. 1,554,900 2,176,793 
Trading Companies & Distributors - 0.1%   
Ashtead Group PLC 58,155 1,823,248 
Itochu Corp. 207,800 4,742,256 
MonotaRO Co. Ltd. 84,400 1,877,990 
Rexel SA 269,957 3,337,020 
  11,780,514 
TOTAL INDUSTRIALS  88,968,753 
INFORMATION TECHNOLOGY - 0.5%   
Communications Equipment - 0.0%   
Ericsson (B Shares) 490,741 3,936,102 
Electronic Equipment & Components - 0.1%   
Keyence Corp. 14,000 4,466,345 
TDK Corp. 16,900 1,637,354 
  6,103,699 
IT Services - 0.1%   
Atos Origin SA 38,660 2,908,679 
Capgemini SA 35,421 3,925,258 
Edenred SA 61,325 3,210,240 
  10,044,177 
Semiconductors & Semiconductor Equipment - 0.2%   
ASM Pacific Technology Ltd. 122,900 1,456,038 
ASML Holding NV (Netherlands) 13,853 3,841,342 
Disco Corp. 3,500 709,994 
Infineon Technologies AG 102,351 2,184,542 
NXP Semiconductors NV 18,900 2,148,741 
Renesas Electronics Corp. (b) 167,900 1,013,378 
Tokyo Electron Ltd. 12,900 2,670,058 
  14,024,093 
Software - 0.1%   
Dassault Systemes SA 11,271 1,788,296 
Netcompany Group A/S (a)(b) 41,175 1,954,515 
Oracle Corp. Japan 27,700 2,167,513 
SAP SE 47,308 5,906,049 
Temenos Group AG 11,422 1,633,086 
  13,449,459 
TOTAL INFORMATION TECHNOLOGY  47,557,530 
MATERIALS - 0.4%   
Chemicals - 0.1%   
NOF Corp. 6,900 221,662 
Shin-Etsu Chemical Co. Ltd. 38,600 4,346,347 
Sika AG 17,435 3,120,928 
  7,688,937 
Construction Materials - 0.0%   
CRH PLC 125,995 4,250,590 
Metals & Mining - 0.2%   
Anglo American PLC (United Kingdom) 264,030 6,211,959 
Antofagasta PLC 195,726 1,934,613 
BHP Billiton Ltd. 136,979 2,977,297 
Newcrest Mining Ltd. 163,524 2,801,679 
Rio Tinto PLC 70,603 3,323,962 
  17,249,510 
Paper & Forest Products - 0.1%   
Stora Enso Oyj (R Shares) 217,127 2,573,159 
Svenska Cellulosa AB (SCA) (B Shares) 302,838 2,905,852 
UPM-Kymmene Corp. 88,409 2,720,540 
  8,199,551 
TOTAL MATERIALS  37,388,588 
REAL ESTATE - 0.2%   
Equity Real Estate Investment Trusts (REITs) - 0.0%   
Land Securities Group PLC 212,886 2,294,509 
Real Estate Management & Development - 0.2%   
Cheung Kong Property Holdings Ltd. 284,500 1,777,441 
LEG Immobilien AG 36,190 4,345,862 
Mitsubishi Estate Co. Ltd. 157,400 2,690,948 
Mitsui Fudosan Co. Ltd. 80,500 1,849,052 
Sino Land Ltd. 1,229,959 1,672,555 
UOL Group Ltd. 391,600 2,072,002 
Vonovia SE 93,011 5,032,643 
  19,440,503 
TOTAL REAL ESTATE  21,735,012 
UTILITIES - 0.3%   
Electric Utilities - 0.2%   
CLP Holdings Ltd. 286,500 3,006,504 
Enel SpA 685,784 5,755,914 
Fortum Corp. 197,361 4,214,820 
Iberdrola SA 271,496 3,108,140 
SP AusNet 3,243,334 3,581,315 
  19,666,693 
Multi-Utilities - 0.1%   
National Grid PLC 249,855 3,149,607 
RWE AG 90,837 3,152,866 
  6,302,473 
TOTAL UTILITIES  25,969,166 
TOTAL COMMON STOCKS   
(Cost $594,897,310)  625,679,289 
Equity Funds - 89.5%   
Foreign Large Blend Funds - 10.7%   
Fidelity Pacific Basin Fund (d) 4,884,671 156,211,773 
Fidelity SAI International Low Volatility Index Fund (d) 76,635,551 783,215,335 
TOTAL FOREIGN LARGE BLEND FUNDS  939,427,108 
Foreign Large Growth Funds - 59.5%   
Fidelity Advisor Overseas Fund Class I (d) 3,075,382 73,378,625 
Fidelity Diversified International Fund (d) 35,429,112 1,328,945,986 
Fidelity International Capital Appreciation Fund (d) 53,093,929 1,155,854,840 
Fidelity International Discovery Fund (d) 31,395,938 1,306,698,955 
Fidelity Overseas Fund (d) 28,325,907 1,352,562,045 
TOTAL FOREIGN LARGE GROWTH FUNDS  5,217,440,451 
Foreign Large Value Funds - 14.0%   
Fidelity International Value Fund (d) 25,377,058 186,775,146 
Fidelity SAI International Value Index Fund (d) 127,555,174 1,044,676,873 
TOTAL FOREIGN LARGE VALUE FUNDS  1,231,452,019 
Foreign Small Mid Growth Funds - 0.9%   
Fidelity International Small Cap Opportunities Fund (d) 4,034,933 74,242,760 
Sector Funds - 1.0%   
Fidelity Advisor International Real Estate Fund Class I (d) 7,450,309 90,819,267 
Other - 3.4%   
Fidelity Advisor Japan Fund Class I (d) 17,892,292 261,585,312 
Fidelity Japan Smaller Companies Fund (d) 2,607,622 38,462,431 
TOTAL OTHER  300,047,743 
TOTAL EQUITY FUNDS   
(Cost $7,603,963,303)  7,853,429,348 
 Principal Amount Value 
U.S. Treasury Obligations - 0.2%   
U.S. Treasury Bills, yield at date of purchase 1.38% to 1.56% 3/5/20 to 5/28/20 (e)   
(Cost $13,072,383) 13,101,000 13,077,116 
 Shares Value 
Money Market Funds - 3.2%   
Fidelity Securities Lending Cash Central Fund 1.60% (f)(g) 706,268 706,339 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.53% (h) 280,541,615 280,541,615 
TOTAL MONEY MARKET FUNDS   
(Cost $281,247,954)  281,247,954 
TOTAL INVESTMENT IN SECURITIES - 100.0%   
(Cost $8,493,180,950)  8,773,433,707 
NET OTHER ASSETS (LIABILITIES) - 0.0%  2,570,919 
NET ASSETS - 100%  $8,776,004,626 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME Nikkei 225 Index Contracts (United States) 250 March 2020 $26,287,500 $(3,111,386) $(3,111,386) 
ICE E-mini MSCI EAFE Index Contracts (United States) 2,591 March 2020 235,262,800 (26,691,690) (26,691,691) 
TOTAL FUTURES CONTRACTS     $(29,803,077) 

The notional amount of futures purchased as a percentage of Net Assets is 3.0%

For the period, the average monthly notional amount at value for futures contracts in the aggregate was $348,916,261.

Legend

 (a) 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 $15,700,143 or 0.2% of net assets.

 (b) Non-income producing

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

 (d) Affiliated Fund

 (e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $13,077,116.

 (f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

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 $168,580 
Total $168,580 

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 Underlying Funds, excluding any Money Market Central Funds, is presented below. Exchanges 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 Advisor International Real Estate Fund Class I $63,118,130 $25,451,997 $-- $3,795,591 $-- $2,249,140 $90,819,267 
Fidelity Advisor Japan Fund Class I 163,992,431 96,084,391 -- 3,388,281 -- 1,508,490 261,585,312 
Fidelity Advisor Overseas Fund Class I 69,718,920 -- -- 1,076,384 -- 3,659,705 73,378,625 
Fidelity Diversified International Fund 875,174,842 381,965,204 -- 17,429,767 -- 71,805,940 1,328,945,986 
Fidelity International Capital Appreciation Fund 719,283,460 369,952,798 -- 36,687,689 -- 66,618,582 1,155,854,840 
Fidelity International Discovery Fund 892,560,870 384,145,359 -- 30,439,046 -- 29,992,726 1,306,698,955 
Fidelity International Small Cap Opportunities Fund 71,579,704 -- -- 907,860 -- 2,663,056 74,242,760 
Fidelity International Value Fund 200,478,758 -- -- 7,486,232 -- (13,703,612) 186,775,146 
Fidelity Japan Smaller Companies Fund 39,715,912 2,988,428 -- 2,988,428 -- (4,241,909) 38,462,431 
Fidelity Overseas Fund 866,297,158 437,116,252 -- 18,416,309 -- 49,148,635 1,352,562,045 
Fidelity Pacific Basin Fund 142,143,921 -- -- 1,260,245 -- 14,067,852 156,211,773 
Fidelity SAI International Low Volatility Index Fund 522,200,627 314,410,811 -- 44,925,053 -- (53,396,103) 783,215,335 
Fidelity SAI International Value Index Fund 597,997,103 552,816,152 -- 36,644,466 -- (106,136,382) 1,044,676,873 
Total $5,224,261,836 $2,564,931,392 $-- $205,445,351 $-- $64,236,120 $7,853,429,348 

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 February 29, 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 
Investments in Securities:     
Equities:     
Communication Services $35,311,878 $7,282,992 $28,028,886 $-- 
Consumer Discretionary 68,071,136 24,522,714 43,548,422 -- 
Consumer Staples 63,128,259 13,557,445 49,570,814 -- 
Energy 31,701,917 3,584,205 28,117,712 -- 
Financials 119,496,060 23,146,318 96,349,742 -- 
Health Care 86,350,990 25,684,677 60,666,313 -- 
Industrials 88,968,753 31,818,287 57,150,466 -- 
Information Technology 47,557,530 16,269,421 31,288,109 -- 
Materials 37,388,588 7,369,688 30,018,900 -- 
Real Estate 21,735,012 10,061,998 11,673,014 -- 
Utilities 25,969,166 6,587,819 19,381,347 -- 
Equity Funds 7,853,429,348 7,853,429,348 -- -- 
Other Short-Term Investments 13,077,116 -- 13,077,116 -- 
Money Market Funds 281,247,954 281,247,954 -- -- 
Total Investments in Securities: $8,773,433,707 $8,304,562,866 $468,870,841 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(29,803,077) $(29,803,077) $-- $-- 
Total Liabilities $(29,803,077) $(29,803,077) $-- $-- 
Total Derivative Instruments: $(29,803,077) $(29,803,077) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 29, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $0 $(29,803,077) 
Total Equity Risk (29,803,077) 
Total Value of Derivatives $0 $(29,803,077) 

 (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).

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


Financial Statements

Statement of Assets and Liabilities

  February 29, 2020 
Assets   
Investment in securities, at value (including securities loaned of $619,685) — See accompanying schedule:
Unaffiliated issuers (cost $888,511,308) 
$919,298,020  
Fidelity Central Funds (cost $706,339) 706,339  
Other affiliated issuers (cost $7,603,963,303) 7,853,429,348  
Total Investment in Securities (cost $8,493,180,950)  $8,773,433,707 
Foreign currency held at value (cost $153)  113 
Receivable for investments sold  6,122,931 
Receivable for fund shares sold  25,658,588 
Dividends receivable  2,830,428 
Interest receivable  308,884 
Distributions receivable from Fidelity Central Funds  9,150 
Other receivables  41,960 
Total assets  8,808,405,761 
Liabilities   
Payable for investments purchased $12,884,157  
Payable for fund shares redeemed 16,357,993  
Accrued management fee 139,860  
Payable for daily variation margin on futures contracts 1,998,925  
Other payables and accrued expenses 313,850  
Collateral on securities loaned 706,350  
Total liabilities  32,401,135 
Net Assets  $8,776,004,626 
Net Assets consist of:   
Paid in capital  $8,455,370,143 
Total accumulated earnings (loss)  320,634,483 
Net Assets  $8,776,004,626 
Net Asset Value, offering price and redemption price per share ($8,776,004,626 ÷ 892,093,046 shares)  $9.84 

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


Statement of Operations

  Year ended February 29, 2020 
Investment Income   
Dividends:   
Unaffiliated issuers  $22,438,706 
Affiliated issuers  129,695,483 
Interest  8,120,500 
Income from Fidelity Central Funds (including $168,580 from security lending)  168,580 
Income before foreign taxes withheld  160,423,269 
Less foreign taxes withheld  (1,664,586) 
Total income  158,758,683 
Expenses   
Management fee $21,434,054  
Accounting and security lending fees 547,705  
Custodian fees and expenses 63,045  
Independent trustees' fees and expenses 83,777  
Registration fees 575,876  
Audit 84,164  
Legal 23,112  
Miscellaneous 56,169  
Total expenses before reductions 22,867,902  
Expense reductions (19,883,458)  
Total expenses after reductions  2,984,444 
Net investment income (loss)  155,774,239 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 5,150,006  
Fidelity Central Funds (4)  
Foreign currency transactions (5,191)  
Futures contracts 63,281,635  
Capital gain distributions from underlying funds:   
Affiliated issuers 75,749,868  
Total net realized gain (loss)  144,176,314 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (7,113,364)  
Affiliated issuers 64,236,120  
Assets and liabilities in foreign currencies (21,377)  
Futures contracts (56,805,197)  
Total change in net unrealized appreciation (depreciation)  296,182 
Net gain (loss)  144,472,496 
Net increase (decrease) in net assets resulting from operations  $300,246,735 

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


Statement of Changes in Net Assets

 Year ended February 29, 2020 Year ended February 28, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $155,774,239 $87,240,396 
Net realized gain (loss) 144,176,314 43,857,518 
Change in net unrealized appreciation (depreciation) 296,182 (446,156,847) 
Net increase (decrease) in net assets resulting from operations 300,246,735 (315,058,933) 
Distributions to shareholders (258,375,345) (177,894,345) 
Share transactions   
Proceeds from sales of shares 3,774,008,211 2,777,134,794 
Reinvestment of distributions 247,402,033 177,319,906 
Cost of shares redeemed (1,629,645,592) (859,656,396) 
Net increase (decrease) in net assets resulting from share transactions 2,391,764,652 2,094,798,304 
Total increase (decrease) in net assets 2,433,636,042 1,601,845,026 
Net Assets   
Beginning of period 6,342,368,584 4,740,523,558 
End of period $8,776,004,626 $6,342,368,584 
Other Information   
Shares   
Sold 370,690,605 281,711,364 
Issued in reinvestment of distributions 23,664,443 18,585,063 
Redeemed (158,648,235) (87,226,110) 
Net increase (decrease) 235,706,813 213,070,317 

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


Financial Highlights

Strategic Advisers Fidelity International Fund

      
Years ended February 28, 2020 A 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $9.66 $10.69 $8.94 $8.19 $9.41 
Income from Investment Operations      
Net investment income (loss)B .20 .16 .12 .14 .10 
Net realized and unrealized gain (loss) .31 (.85) 1.85 .76 (1.19) 
Total from investment operations .51 (.69) 1.97 .90 (1.09) 
Distributions from net investment income (.19) (.15) (.11) (.13) (.09) 
Distributions from net realized gain (.14) (.20) (.11) (.02) (.05) 
Total distributions (.33) (.34)C (.22) (.15) (.13)D 
Net asset value, end of period $9.84 $9.66 $10.69 $8.94 $8.19 
Total ReturnE 5.10% (6.41)% 22.01% 11.11% (11.70)% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .29% .35% .38% .39% .42% 
Expenses net of fee waivers, if any .04% .10% .13% .14% .17% 
Expenses net of all reductions .04% .09% .13% .14% .17% 
Net investment income (loss) 1.97% 1.65% 1.16% 1.58% 1.09% 
Supplemental Data      
Net assets, end of period (000 omitted) $8,776,005 $6,342,369 $4,740,524 $3,593,237 $2,736,052 
Portfolio turnover rateH 6% 9% 13% 14% 16% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.34 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.197 per share.

 D Total distributions of $.13 per share is comprised of distributions from net investment income of $.088 and distributions from net realized gain of $.046 per share.

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

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

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

 H Amounts do not include the activity of Underlying Funds.

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


Notes to Financial Statements

For the period ended February 29, 2020

1. Organization.

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

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 29, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), certain independent Trustees have elected to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees of $41,960 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 29, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation $591,116,135 
Gross unrealized depreciation (324,683,764) 
Net unrealized appreciation (depreciation) $266,432,371 
Tax Cost $8,507,001,336 

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

Undistributed long-term capital gain $54,260,986 
Net unrealized appreciation (depreciation) on securities and other investments $266,415,457 

The tax character of distributions paid was as follows:

 February 29, 2020 February 28, 2019 
Ordinary Income $169,053,723 $ 87,857,472 
Long-term Capital Gains 89,321,622 90,036,873 
Total $258,375,345 $ 177,894,345 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

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

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, are noted in the table below.

 Purchases ($) Sales ($) 
Strategic Advisers Fidelity International Fund 2,991,843,589 413,736,852 

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .27% of the Fund's average net assets.

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

Sub-Advisers. FIAM LLC (an affiliate of the investment adviser) served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. Effective July 1, 2019 accounting fees are not paid by the Fund and are instead paid by the investment adviser or an affiliate. For the period, the total fees paid for accounting and administration of securities lending were equivalent to .01%.

Interfund Trades. Funds may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $23,093.

6. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds are managed by FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

 Amount 
Strategic Advisers Fidelity International Fund $18,573 

During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2022. During the period, this waiver reduced the Fund's management fee by $19,818,100.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $65,324 for the period.

In addition, through arrangements with the Fund's transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $34.

10. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets.

At the end of the period, the Fund was the owner of record of 10% or more of the total outstanding shares of the following Underlying Funds:

Fidelity Advisor International Real Estate Fund 53% 
Fidelity Advisor Japan Fund 81% 
Fidelity Advisor Overseas Fund 64% 
Fidelity Diversified International Fund 16% 
Fidelity International Capital Appreciation Fund 30% 
Fidelity International Discovery Fund 20% 
Fidelity International Value Fund 46% 
Fidelity Overseas Fund 22% 
Fidelity Pacific Basin Fund 18% 
Fidelity SAI International Low Volatility Index Fund 27% 
Fidelity SAI International Value Index Fund 98% 

11. Coronavirus (Covid-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Fidelity International Fund (one of the funds constituting Fidelity Rutland Square Trust II, referred to hereafter as the “Fund”) as of February 29, 2020, the related statement of operations for the year ended February 29, 2020, the statement of changes in net assets for each of the two years in the period ended February 29, 2020, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2020 and the financial highlights for each of the five years in the period ended February 29, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 13, 2020



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  If the interests of the fund and an underlying Fidelity® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds.  Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict.  Each of the Trustees oversees 14 funds. 

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), and a Director of Strategic Advisers LLC (2018-present). Previously, Mr. Hogan served as a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), President of FMR Co., Inc. (2009-2018), a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of Fidelity Management & Research Company (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of Fidelity Management & Research Company (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

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

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

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

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present) and Chief Executive Officer (2013-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

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

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

Advisory Board Members and Officers:

Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

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

Christine Marcks (1955)

Year of Election or Appointment: 2019

Member of the Advisory Board

Ms. Marcks also serves as Member of the Advisory Board of other Funds. Prior to her retirement, Ms. Marcks served as Chief Executive Officer and President – Prudential Retirement (2007-2017) and Vice President for Rollover and Retirement Income Strategies (2005-2007), Prudential Financial, Inc. (financial services). Previously, Ms. Marcks was Senior Vice President and Head of Financial Horizons (2002-2004) and Vice President, Strategic Marketing (2000-2002) of Voya Financial (formerly ING U.S.) (financial services), held numerous positions at Aetna Financial Services (financial services, 1987-2000) and served as an International Economist for the United States Department of the Treasury (1980-1987). Ms. Marcks also serves as a member of the Board of Trustees, Audit Committee and Benefits & Operations Committee of the YMCA Retirement Fund (2018-present), a non-profit organization providing retirement plan benefits to YMCA staff members, and as a member of the Board of Trustees of Assumption College (2019-present).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of certain funds (2017-2019), as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

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

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers LLC (investment adviser firm, 2015-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present). Previously, Mr. Gryglewicz served as Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), and as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Christina H. Lee (1975)

Year of Election or Appointment: 2020

Secretary and Chief Legal Officer

Ms. Lee also serves as Secretary and CLO of other funds. Ms. Lee serves as Vice President, Associate General Counsel (2014-present) and is an employee of Fidelity Investments (2007-present). Previously, Ms. Lee served as Assistant Secretary of certain funds (2018-2019).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2020

Assistant Secretary

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2020

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (September 1, 2019 to February 29, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
September 1, 2019 
Ending
Account Value
February 29, 2020 
Expenses Paid
During Period-B
September 1, 2019
to February 29, 2020 
Actual .03% $1,000.00 $1,014.60 $.15 
Hypothetical-C  $1,000.00 $1,024.71 $.15 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Fidelity International Fund voted to pay on April 9, 2020, to shareholders of record at the opening of business on April 8, 2020, a distribution of $0.057 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 29, 2020, $79,892,558, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 1% of the dividend distributed in December during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 76% and 85% of the dividends distributed in April and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund designates 1% of the dividends distributed during the fiscal year as a section 199A dividend.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.0024 and $0.0001 for the dividend paid April 8, 2019, and $0.1856 and $0.0162 for the dividend paid December 31, 2019.

The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Fidelity International Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers LLC (Strategic Advisers) and the sub-advisory agreements with FIAM LLC (FIAM), FIL Investment Advisors (FIL), and Geode Capital Management, LLC (Geode) (each a Sub-Adviser and collectively, the Sub-Advisers) (collectively, the Sub-Advisory Agreements), and the sub-sub-advisory agreement with FIL Investment Advisors (UK) Limited (the Sub-Sub-Advisory Agreement and, together with the management contract and the Sub-Advisory Agreements, the Advisory Contracts) for the fund. Strategic Advisers and the Sub-Advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board. The Board, acting directly and through its committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts.

At its September 2019 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board approved amendments to the fund's sub-advisory agreements with FIL and Geode to add certain exceptions to the most favored nation provision in each such sub-advisory agreement and, where applicable, to make other non-material amendments to the agreements. The Board noted that the other terms of each amended sub-advisory agreement are not materially different from those of the applicable existing sub-advisory agreement and that FIL and Geode each will continue to provide the same services to the fund.

In reaching its determination to renew the fund's Advisory Contracts and approve the amendments to the sub-advisory agreements described above (Amendments), the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services provided by and the profits, if any, realized by Strategic Advisers from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the Amendments, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the Amendments is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the Amendments was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided.  The Board considered the staffing within the Investment Advisers, including the backgrounds of the fund's investment personnel and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategies for the funds; (ii) identifying and recommending sub-advisers for the funds; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to the portion of fund assets allocated to the sub-adviser; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

The Board also considered the nature, extent and quality of services provided by each Sub-Adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each Sub-Adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the Sub-Adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each Sub-Adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staffs, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of administrative and shareholder services performed by Strategic Advisers and its affiliates under the management contract and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

In connection with the renewal of the Advisory Contracts, the Board considered annualized return information for the fund for different time periods, measured against an appropriate securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

The Board considered discussions that occur at Board meetings throughout the year with representatives of Strategic Advisers about fund investment performance and the performance of each Sub-Adviser as part of regularly scheduled fund reviews and other reports to the Board on fund performance, taking into account various factors including general market conditions. In its discussions with representatives of Strategic Advisers regarding fund performance, the Board gave particular attention to information indicating underperformance of certain funds for specific time periods and discussed with Strategic Advisers the reasons for any such underperformance.

The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2018, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Fidelity International Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one-year period, in the third quartile for the three-year period, and in the first quartile for the five-year period ended December 31, 2018. The Board also noted that the fund had out-performed 50%, 32%, and 75% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2018. The Board also noted that the investment performance of the fund was lower than its benchmark for the one- and three-year periods and higher than its benchmark for the five-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2022 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Fidelity International Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2018.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2018.

Fees Charged to Other Clients.  The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each Sub-Adviser, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability.  The Board considered information regarding the revenues earned and the expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationships with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

The Board also considered information regarding the profitability of the Sub-Advisers' respective relationships with the fund and the potential fall-out benefits, if any, that may accrue to the Sub-Advisers as a result of their respective relationships with the fund. The Board considered profitability information provided by the Sub-Advisers in light of the nature of the relationships between Strategic Advisers and the Sub-Advisers with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that certain of the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to the fund.The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2022.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the Amendments should be approved because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940 (the Liquidity Rule) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Fund has adopted and implemented a liquidity risk management program (the Program) reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. Strategic Advisers has established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions and (4) borrowings and other funding sources, as applicable.

In accordance with the Program, each of the Fund’s portfolio investments is classified into one of four liquidity categories described below based on a determination of a reasonable expectation for how long it would take to convert the investment to cash (or sell or dispose of the investment) without significantly changing its market value.

  • Highly liquid investments – cash or convertible to cash within three business days or less
  • Moderately liquid investments – convertible to cash in three to seven calendar days
  • Less liquid investments – can be sold or disposed of, but not settled, within seven calendar days
  • Illiquid investments – cannot not be sold or disposed of within seven calendar days

Liquidity classification determinations take into account a variety of factors including various market, trading and investment-specific considerations, as well as market depth, and generally utilize analysis from a third-party liquidity metrics service.

The Liquidity Rule places a 15% limit on a fund’s illiquid investments and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund’s net assets to be invested in highly liquid investments (highly liquid investment minimum or HLIM). The Program includes provisions reasonably designed to comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement as applicable.

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2018 through November 30, 2019. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.





Fidelity Investments

SIL-ANN-0420
1.912839.109


Strategic Advisers® International Fund

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



Annual Report

February 29, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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.

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Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Liquidity Risk Management Program


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. © 2020 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.

In the weeks following the end of this reporting period, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.

Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 29, 2020 Past 1 year Past 5 years Past 10 years 
Strategic Advisers® International Fund 2.35% 2.63% 5.61% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Strategic Advisers® International Fund on February 28, 2010.

The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.


Period Ending Values

$17,258Strategic Advisers® International Fund

$16,291MSCI EAFE Index

Management's Discussion of Fund Performance

Market Recap:  The MSCI ACWI (All Country World Index) ex USA Index returned -0.51% for the 12 months ending February 29, 2020, as the negative impact of the new coronavirus in early 2020 reversed a strong uptrend. For the first 10 months of the past year, international stocks gained ground as they benefited from accommodative monetary policies from central banks around the world, favorable economic growth and de-escalation of the U.S.–China trade conflict. However, in January, the outbreak and spread of the novel coronavirus in China became a growing concern for many investors, threatening global economic growth and corporate earnings. The index had a return of -2.68% for the month. The outbreak escalated globally in February, when the index returned -7.90% amid a surge of cases outside China and causing investors to generally favor safer asset classes. For the full 12 months, the energy (-17%) sector was hit hardest, as concerns about global growth and lack of demand for crude oil and natural gas pressured stocks. Materials (-8%) fared poorly, followed by financials (-5%). Conversely, the defensive health care (+10%) and utilities (+7%) sectors held up well, while information technology (+17%) led the way. Regionally, the U.K. (-7%) suffered from uncertainty tied to Brexit for most of the period, though Parliament approved a deal in January. Asia Pacific ex Japan (-3%) and emerging markets (-2%) lagged, whereas Europe ex U.K. (+3%), Canada (+2%) and Japan (+1) slightly outperformed.

Comments from Portfolio Manager Wilfred Chilangwa:  For the fiscal year, the Fund gained 2.35%, handily outpacing the -0.34% return of the benchmark MSCI EAFE Index. During a period in which growth stocks and strategies outperformed their value-oriented counterparts, growth-oriented underlying managers emphasizing momentum and/or company quality delivered the best results. The International Value strategy managed by sub-adviser MFS (+8%) – the Fund’s largest investment, on average – was the top relative contributor. This mandate has a quality bias resulting in a portfolio with a slight growth tilt that is typically less volatile than the broader market – two factors that worked well this period. William Blair Investment Management (+11%) also notably contributed versus the benchmark. This sub-adviser uses an opportunistic, quality growth strategy, with a bias toward emerging markets. On the downside, sub-adviser Causeway Capital Management (-6%) was the largest relative detractor the past 12 months. Its traditional value discipline, which seeks investment opportunities across the entire market-capitalization range, was out of favor this period. During the period, I increased the Fund's allocation to sub-advisers to about 54% of total assets, which included adding a new mandate from T. Rowe Price. As of February 29, the Fund was defensively positioned, reflecting heightened economic risk from the coronavirus pandemic.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of February 29, 2020

(excluding cash equivalents) % of fund's net assets 
Fidelity International Discovery Fund 6.7 
iShares MSCI Japan ETF 5.5 
Fidelity Diversified International Fund 4.1 
Artisan International Value Fund Investor Class 3.7 
Fidelity Overseas Fund 3.4 
WCM Focused International Growth Fund Institutional Class 3.3 
Oakmark International Fund Investor Class 3.2 
JOHCM International Select Fund Class II Shares 3.0 
Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class I 2.7 
Pear Tree Polaris Foreign Value Fund Institutional Shares 1.8 
 37.4 

Asset Allocation (% of fund's net assets)

As of February 29, 2020  
   Common Stocks 52.1% 
   Preferred Stocks 0.7% 
   Europe Stock Funds 0.8% 
   Foreign Large Blend Funds 10.7% 
   Foreign Large Growth Funds 21.2% 
   Foreign Large Value Funds 2.5% 
   Foreign Small Mid Growth Funds 0.7% 
   Foreign Small Mid Blend Funds 0.6% 
   Foreign Small Mid Value Funds 0.5% 
   Other 7.3% 
   Sector Funds 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.8% 


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

Top Five Market Sectors as of February 29, 2020

(stocks only) % of fund's net assets 
Industrials 8.7 
Financials 8.2 
Information Technology 7.7 
Consumer Staples 6.9 
Health Care 6.0 

Geographic Diversification (% of fund's net assets)

As of February 29, 2020 
   United States of America 48.8% 
   Japan 10.5% 
   United Kingdom 7.6% 
   Germany 5.9% 
   Switzerland 5.4% 
   France 5.1% 
   Netherlands 2.5% 
   Australia 1.2% 
   Cayman Islands 0.9% 
   Other 12.1% 


Schedule of Investments February 29, 2020

Showing Percentage of Net Assets

Common Stocks - 52.1%   
 Shares Value 
COMMUNICATION SERVICES - 2.7%   
Diversified Telecommunication Services - 0.3%   
BT Group PLC 180,189 $330,560 
Hellenic Telecommunications Organization SA 493,286 7,018,264 
Koninklijke KPN NV 1,117,066 2,709,295 
KT Corp. 127,161 2,533,342 
Nippon Telegraph & Telephone Corp. 1,175,200 27,417,147 
Nippon Telegraph & Telephone Corp. sponsored ADR 49,968 1,163,255 
Telecom Italia SpA (a) 1,301,248 723,717 
Telefonica Deutschland Holding AG 351,184 924,032 
Telstra Corp. Ltd. 656,047 1,465,920 
  44,285,532 
Entertainment - 0.3%   
NetEase, Inc. ADR 28,710 9,150,164 
Nintendo Co. Ltd. 68,300 22,896,517 
Square Enix Holdings Co. Ltd. 149,100 6,013,212 
TECMO KOEI HOLDINGS CO., LTD. 17,100 425,043 
Tencent Music Entertainment Group ADR (a) 104,931 1,272,813 
Vivendi SA 228,100 5,827,788 
  45,585,537 
Interactive Media & Services - 0.7%   
Baidu.com, Inc. sponsored ADR (a) 297,456 35,688,771 
Carsales.com Ltd. 180,526 1,905,179 
Kakaku.com, Inc. 10,000 214,167 
Kakao Corp. 18,965 2,716,370 
Momo, Inc. ADR 9,557 268,743 
NAVER Corp. 88,199 12,779,696 
Scout24 AG (b) 106,966 7,037,705 
Tencent Holdings Ltd. 602,700 30,559,727 
Yahoo! Japan Corp. 2,093,100 7,626,444 
Yandex NV Series A (a) 117,632 4,777,036 
YY, Inc. ADR (a) 84,355 4,552,639 
  108,126,477 
Media - 0.2%   
Altice Europe NV Class A (a) 46,343 246,122 
Chinese Universe Publishing and Media Group Co. Ltd. (A Shares) 398,241 809,930 
CyberAgent, Inc. 142,000 5,391,155 
Eutelsat Communications 251,001 3,393,971 
Hakuhodo DY Holdings, Inc. 42,800 499,585 
Informa PLC 540,269 4,781,616 
NOS SGPS 156,796 619,303 
Stroer Out-of-Home Media AG 56,542 4,232,159 
Telenet Group Holding NV 1,900 73,081 
Television Francaise 1 SA 44,220 339,865 
WPP PLC 751,412 7,219,615 
  27,606,402 
Wireless Telecommunication Services - 1.2%   
Advanced Info Service PCL (For. Reg.) 1,031,300 6,537,559 
China Mobile Ltd. 5,687,539 45,264,932 
KDDI Corp. 1,143,800 32,316,423 
SK Telecom Co. Ltd. 130,958 23,188,920 
SoftBank Group Corp. 501,500 23,298,847 
Tele2 AB (B Shares) 510,887 7,437,582 
Vodafone Group PLC 19,472,600 34,033,202 
Vodafone Group PLC sponsored ADR 577,911 10,113,443 
  182,190,908 
TOTAL COMMUNICATION SERVICES  407,794,856 
CONSUMER DISCRETIONARY - 4.0%   
Auto Components - 0.4%   
Aisin Seiki Co. Ltd. 107,700 3,494,808 
Autoliv, Inc. (depositary receipt) 70,517 4,812,500 
Continental AG 17,252 1,972,902 
Continental AG sponsored ADR 26,891 303,330 
Eagle Industry Co. Ltd. 17,600 133,640 
Koito Manufacturing Co. Ltd. 221,400 8,744,335 
Kyb Corp. (a) 2,000 44,391 
Magna International, Inc. Class A 206,607 9,466,733 
Michelin CGDE Series B 61,163 6,554,639 
Schaeffler AG 11,564 105,419 
Stanley Electric Co. Ltd. 203,400 4,970,910 
Sumitomo Electric Industries Ltd. 104,100 1,245,513 
Sumitomo Rubber Industries Ltd. 274,500 2,857,996 
Toyoda Gosei Co. Ltd. 20,500 438,281 
Toyota Industries Corp. 227,300 12,033,034 
TPR Co. Ltd. 19,100 266,508 
Unipres Corp. 18,400 198,910 
Valeo SA 61,458 1,562,341 
Yokohama Rubber Co. Ltd. 78,000 1,270,592 
Yorozu Corp. 17,400 207,619 
  60,684,401 
Automobiles - 0.4%   
Bayerische Motoren Werke AG (BMW) 43,357 2,860,813 
Daimler AG:   
ADR 11,500 119,025 
(Germany) 44,044 1,853,138 
Ferrari NV 55,468 8,737,201 
Fiat Chrysler Automobiles NV (Italy) 543,576 6,849,398 
Honda Motor Co. Ltd. 130,500 3,347,906 
Honda Motor Co. Ltd. sponsored ADR 47,864 1,228,190 
Kia Motors Corp. 19,593 591,448 
Maruti Suzuki India Ltd. 32,671 2,829,859 
Peugeot Citroen SA 145,991 2,829,170 
Renault SA 15,566 462,690 
Suzuki Motor Corp. 142,800 5,741,921 
Toyota Motor Corp. 241,500 15,858,030 
Volkswagen AG 14,580 2,476,578 
Yamaha Motor Co. Ltd. 29,000 464,602 
  56,249,969 
Distributors - 0.0%   
Inchcape PLC 970,863 7,257,137 
Diversified Consumer Services - 0.1%   
TAL Education Group ADR (a) 162,509 8,838,865 
Hotels, Restaurants & Leisure - 0.7%   
Aristocrat Leisure Ltd. 348,920 7,526,033 
Autogrill SpA 85,292 689,530 
Basic-Fit NV (a)(b) 43,623 1,449,654 
Carnival PLC 62,858 1,988,250 
Collins Foods Ltd. 95,921 549,892 
Compass Group PLC 2,280,616 50,247,552 
CVC Brasil Operadora e Agencia de Viagens SA 128,400 738,776 
Evolution Gaming Group AB (b) 112,576 4,102,498 
Galaxy Entertainment Group Ltd. 811,000 5,352,912 
Gaming VC Holdings SA 6,800 69,912 
Greggs PLC 197,638 5,325,832 
Herfy Food Services Co. 19,039 239,542 
Huazhu Group Ltd. ADR 61,622 2,079,743 
InterContinental Hotel Group PLC 51,813 2,870,838 
Jumbo Interactive Ltd. 11,271 81,135 
Paddy Power Betfair PLC (c) 47,440 5,103,877 
SSP Group PLC 246,337 1,629,067 
Sushiro Global Holdings Ltd. 23,400 1,670,499 
TUI AG 484,100 3,864,765 
Wolverhampton & Dudley Breweries PLC 420,484 487,908 
Yum China Holdings, Inc. 196,041 8,584,635 
  104,652,850 
Household Durables - 0.4%   
Barratt Developments PLC 333,248 3,289,687 
Bellway PLC 10,512 508,744 
Panasonic Corp. 1,132,900 10,745,609 
Persimmon PLC 457,155 16,901,879 
Redrow PLC 71,328 692,980 
Sekisui House Ltd. 172,700 3,389,634 
Sony Corp. 430,400 26,533,248 
Taylor Wimpey PLC 1,088,460 2,874,163 
Vistry Group PLC 7,815 129,329 
  65,065,273 
Internet & Direct Marketing Retail - 0.3%   
Alibaba Group Holding Ltd. sponsored ADR (a) 160,649 33,414,992 
ASOS PLC (a) 145,607 5,724,340 
Rakuten, Inc. 1,181,000 9,887,289 
Zalando SE (a)(b) 111,006 4,960,513 
  53,987,134 
Leisure Products - 0.1%   
Sega Sammy Holdings, Inc. 568,900 7,505,514 
Technogym SpA (b) 186,086 1,965,149 
  9,470,663 
Multiline Retail - 0.1%   
Debenhams PLC (a)(d) 913,233 12 
Lojas Renner SA 177,770 2,118,818 
Magazine Luiza SA 306,200 3,459,206 
Wesfarmers Ltd. 125,728 3,329,459 
  8,907,495 
Specialty Retail - 0.2%   
Adastria Co. Ltd. 23,300 378,036 
Dufry AG 30,080 2,207,457 
Dunelm Group PLC 124,992 1,784,352 
EDION Corp. 21,900 183,955 
Esprit Holdings Ltd. (a) 2,061,800 343,854 
Gulliver International Co. Ltd. 58,900 279,592 
H&M Hennes & Mauritz AB (B Shares) 287,237 5,212,809 
John David Group PLC 75,479 722,047 
Jumbo SA 8,796 138,958 
Kingfisher PLC 2,861,440 7,020,262 
Kingfisher PLC ADR 61,868 298,977 
Mekonomen AB 72,028 569,605 
Mr Price Group Ltd. 104,681 1,028,157 
Pets At Home Group PLC 58,706 196,273 
Premier Investments Ltd. 20,331 223,304 
Super Retail Group Ltd. 116,970 617,983 
USS Co. Ltd. 711,400 11,252,071 
WH Smith PLC 90,300 2,262,402 
  34,720,094 
Textiles, Apparel & Luxury Goods - 1.3%   
adidas AG 77,107 21,709,337 
adidas AG sponsored ADR 500 69,580 
Burberry Group PLC 250,521 5,398,678 
Compagnie Financiere Richemont SA Series A 558,528 38,287,737 
ECLAT Textile Co. Ltd. 130,000 1,523,139 
Essilor International SA 171,295 23,481,074 
Gildan Activewear, Inc. 41,204 997,983 
Hermes International SCA 5,789 4,083,542 
Kering SA 34,069 19,211,648 
Li Ning Co. Ltd. 1,875,500 4,932,360 
lululemon athletica, Inc. (a) 35,794 7,781,974 
LVMH Moet Hennessy Louis Vuitton SE 106,220 44,328,859 
Moncler SpA 237,059 9,328,509 
Pandora A/S 8,124 366,087 
Puma AG 94,657 7,338,975 
Samsonite International SA (b) 1,815,000 3,143,361 
Seiko Holdings Corp. 35,900 696,632 
Shenzhou International Group Holdings Ltd. 291,000 3,574,503 
Swatch Group AG (Bearer) (Reg.) 5,657 244,722 
Titan Co. Ltd. 144,171 2,493,314 
  198,992,014 
TOTAL CONSUMER DISCRETIONARY  608,825,895 
CONSUMER STAPLES - 6.6%   
Beverages - 1.3%   
Carlsberg A/S Series B 18,803 2,486,843 
Coca-Cola European Partners PLC 54,937 2,799,590 
Coca-Cola West Co. Ltd. 154,900 3,568,760 
Diageo PLC 1,785,141 63,693,081 
Fever-Tree Drinks PLC 61,985 1,014,280 
Heineken Holding NV 126,096 11,197,023 
Heineken NV (Bearer) 283,089 28,204,721 
ITO EN Ltd. 446,200 19,691,378 
Kirin Holdings Co. Ltd. 478,000 9,195,717 
Kweichow Moutai Co. Ltd. (A Shares) 33,807 5,110,734 
Pernod Ricard SA 267,427 43,610,419 
Royal Unibrew A/S 27,863 2,410,585 
  192,983,131 
Food & Staples Retailing - 0.5%   
Alimentation Couche-Tard, Inc. Class B (sub. vtg.) 263,611 8,005,054 
Bidcorp Ltd. 77,956 1,410,583 
Carrefour SA 1,045,423 18,055,514 
Coles Group Ltd. 322,243 2,983,037 
Kato Sangyo 7,800 217,671 
Kobe Bussan Co. Ltd. 8,200 299,156 
Matsumotokiyoshi Holdings Co. Ltd. 97,800 3,205,294 
Qol Holdings Co. Ltd. 16,800 193,451 
Seven & i Holdings Co. Ltd. 712,300 24,408,129 
Seven & i Holdings Co. Ltd. ADR 4,000 67,400 
Tesco PLC 4,688,800 13,970,444 
Welcia Holdings Co. Ltd. 60,200 3,627,851 
Woolworths Group Ltd. 135,277 3,419,297 
Yokohama Reito Co. Ltd. 10,300 81,457 
  79,944,338 
Food Products - 2.3%   
AarhusKarlshamn AB 80,492 1,389,788 
Aryzta AG (a) 4,073,531 3,508,015 
Associated British Foods PLC 59,014 1,723,154 
Ausnutria Dairy Hunan Co. Ltd. (H Shares) (c) 88,000 142,019 
Bakkafrost 25,595 1,626,293 
China Mengniu Dairy Co. Ltd. 922,000 3,305,953 
Danone SA 850,821 60,049,683 
Ezaki Glico Co. Ltd. 216,700 8,930,387 
JBS SA 38,600 195,939 
Kerry Group PLC Class A 217,620 27,765,923 
Kotobuki Spirits Co. Ltd. 4,900 235,778 
La Doria SpA 17,325 157,402 
Lindt & Spruengli AG (participation certificate) 217 1,698,987 
Marine Harvest ASA 289,900 6,141,515 
Nestle SA (Reg. S) 1,924,498 198,042,047 
New Hampshire Foods Ltd. 45,000 1,698,034 
Nissin Food Holdings Co. Ltd. 84,100 6,627,573 
Toyo Suisan Kaisha Ltd. 492,900 19,535,949 
Vitasoy International Holdings Ltd. 296,000 1,061,347 
WH Group Ltd. (b) 2,001,000 2,033,088 
WH Group Ltd. ADR 4,700 95,645 
Wilmar International Ltd. 2,128,200 6,065,729 
  352,030,248 
Household Products - 0.5%   
Colgate-Palmolive Co. 391,834 26,476,223 
Reckitt Benckiser Group PLC 679,436 50,205,459 
Unicharm Corp. 5,100 165,398 
  76,847,080 
Personal Products - 1.5%   
Kao Corp. 645,100 47,057,730 
Kobayashi Pharmaceutical Co. Ltd. 268,700 19,555,859 
Kose Corp. 30,900 3,707,083 
L'Oreal SA 276,611 74,348,709 
LG Household & Health Care Ltd. 536 544,989 
Pola Orbis Holdings, Inc. 85,000 1,626,553 
Rohto Pharmaceutical Co. Ltd. 437,500 12,452,485 
Shiseido Co. Ltd. 143,300 8,526,788 
Unilever NV 149,716 7,904,598 
Unilever PLC 793,173 42,640,896 
Unilever PLC sponsored ADR 78,987 4,259,769 
  222,625,459 
Tobacco - 0.5%   
British American Tobacco PLC (United Kingdom) 1,367,445 54,067,763 
Imperial Brands PLC 377,000 7,616,152 
Japan Tobacco, Inc. 412,900 8,207,469 
  69,891,384 
TOTAL CONSUMER STAPLES  994,321,640 
ENERGY - 1.7%   
Energy Equipment & Services - 0.1%   
BW Offshore Ltd. (a)(c) 188,926 750,442 
Core Laboratories NV 115,795 3,107,938 
The Drilling Co. of 1972 A/S (a) 47,800 2,116,632 
WorleyParsons Ltd. 625,240 5,099,554 
  11,074,566 
Oil, Gas & Consumable Fuels - 1.6%   
BP PLC 8,260,270 42,917,126 
BW Energy Ltd. (c) 1,681 3,058 
BW LPG Ltd. (b) 37,890 236,524 
Cairn Energy PLC (a) 2,762,006 5,021,296 
Eni SpA 1,415,139 17,631,419 
EnQuest PLC (a) 797,199 214,229 
Equinor ASA 508,043 7,825,019 
Galp Energia SGPS SA Class B 754,173 10,403,211 
Gazprom OAO 1,586,840 4,890,239 
Gulf Keystone Petroleum Ltd. 8,842 16,972 
Hindustan Petroleum Corp. Ltd. 151,255 411,922 
Idemitsu Kosan Co. Ltd. 270,000 6,653,625 
Japan Petroleum Exploration Co. Ltd. 26,600 569,930 
JX Holdings, Inc. 2,677,600 10,773,951 
Lukoil PJSC 17,307 1,497,850 
Lundin Petroleum AB 12,663 361,507 
Neste Oyj 252,996 10,111,273 
Oil Search Ltd. ADR 1,563,975 5,593,495 
OMV AG 30,038 1,258,051 
Ovintiv, Inc. (c) 1,101,978 12,733,603 
Parkland Fuel Corp. (c) 45,837 1,441,104 
Premier Oil PLC (a) 406,018 413,504 
Reliance Industries Ltd. 412,307 7,551,961 
Royal Dutch Shell PLC:   
Class B sponsored ADR (c) 206,700 9,204,351 
Class B (United Kingdom) 1,111,199 24,085,505 
Santos Ltd. 1,366,625 6,080,666 
TC Energy Corp. 70,071 3,652,201 
Total SA 1,130,888 48,879,659 
VERBIO Vereinigte BioEnergie AG 52,208 555,260 
Vopak NV 8,332 396,642 
  241,385,153 
TOTAL ENERGY  252,459,719 
FINANCIALS - 8.2%   
Banks - 3.5%   
ABN AMRO Group NV GDR (b) 381,648 5,234,432 
AIB Group PLC 5,239,150 12,225,045 
Australia & New Zealand Banking Group Ltd. 411,110 6,629,944 
Banco Bilbao Vizcaya Argentaria SA 2,689,637 12,881,445 
Banco de Sabadell SA 401,417 352,320 
Banco Santander SA (Spain) 1,299,044 4,801,733 
Barclays PLC 14,831,504 28,424,462 
Barclays PLC sponsored ADR 156,300 1,203,510 
BNP Paribas SA 1,060,966 51,499,618 
BNP Paribas SA ADR 5,700 137,883 
CaixaBank SA 4,557,320 11,713,374 
Canadian Imperial Bank of Commerce 114,559 8,719,201 
Chiba Bank Ltd. 704,900 3,483,327 
China Merchants Bank Co. Ltd. (H Shares) 2,357,500 11,114,577 
Commerzbank AG 230,585 1,332,606 
Credicorp Ltd. (United States) 30,380 5,506,983 
Danske Bank A/S 633,635 9,823,224 
DBS Group Holdings Ltd. 925,800 16,024,868 
DNB ASA 639,769 10,715,684 
Erste Group Bank AG 83,197 2,848,119 
Fukuoka Financial Group, Inc. 9,300 141,750 
Grupo Financiero Banorte S.A.B. de CV Series O 1,011,132 5,478,185 
HDFC Bank Ltd. 955,372 15,601,046 
ING Groep NV:   
(Certificaten Van Aandelen) 2,773,798 26,561,445 
sponsored ADR 88,168 836,714 
Intesa Sanpaolo SpA 10,566,189 25,687,645 
Jyske Bank A/S (Reg.) 87,791 3,023,596 
KB Financial Group, Inc. 27,839 890,078 
KBC Groep NV 326,981 21,785,582 
Lloyds Banking Group PLC 12,104,902 7,857,257 
Mebuki Financial Group, Inc. 1,164,500 2,278,041 
Mediobanca SpA 1,101,014 10,011,991 
Mitsubishi UFJ Financial Group, Inc. 4,792,000 23,413,519 
National Bank of Canada 176,800 9,190,044 
Nordea Bank ABP:   
ADR 14,300 111,540 
(Stockholm Stock Exchange) 120,082 947,727 
North Pacific Bank Ltd. 1,036,500 1,960,375 
PT Bank Central Asia Tbk 5,580,100 12,231,688 
PT Bank Rakyat Indonesia Tbk 21,536,900 6,289,570 
Societe Generale Series A 141,469 4,008,757 
Standard Chartered PLC (United Kingdom) 671,119 4,856,278 
Sumitomo Mitsui Financial Group, Inc. 937,100 29,734,006 
Sumitomo Mitsui Trust Holdings, Inc. 153,800 5,221,439 
Svenska Handelsbanken AB (A Shares) 1,945,863 19,675,933 
Swedbank AB (A Shares) 453,172 6,882,870 
Sydbank A/S 116,406 2,153,798 
The Hachijuni Bank Ltd. 691,500 2,365,692 
The Toronto-Dominion Bank 172,792 8,887,733 
TISCO Financial Group PCL 704,900 2,200,718 
Turkiye Halk Bankasi A/S (a) 484,110 464,628 
Turkiye Is Bankasi A/S Series C (a) 1,477,591 1,354,098 
UniCredit SpA 3,735,482 48,035,483 
United Overseas Bank Ltd. 448,600 7,884,075 
Valiant Holding AG 1,991 198,150 
Yapi ve Kredi Bankasi A/S (a) 272,103 100,007 
  522,993,813 
Capital Markets - 1.5%   
3i Group PLC 700,195 9,216,799 
Anima Holding SpA (b) 14,681 64,817 
Ashmore Group PLC 277,411 1,675,740 
ASX Ltd. 27,743 1,339,945 
Azimut Holding SpA 120,924 2,578,549 
Banca Generali SpA 118,904 3,696,138 
BM&F BOVESPA SA 557,300 5,981,887 
Brewin Dolphin Holding PLC 186,156 731,012 
Brookfield Asset Management, Inc. (Canada) Class A 269,298 16,104,713 
BT Investment Management Ltd. 105,054 506,437 
Close Brothers Group PLC 72,649 1,209,132 
Daiwa Securities Group, Inc. 1,678,000 7,143,868 
Deutsche Borse AG 66,778 10,507,768 
Euronext NV (b) 328,698 27,403,766 
GAM Holding Ltd. (a) 205,098 694,480 
Hargreaves Lansdown PLC 50,347 1,010,732 
HFA Holdings Ltd. 58,623 114,570 
Hithink RoyalFlush Information Network Co. Ltd. (A Shares) 103,658 1,830,781 
Hong Kong Exchanges and Clearing Ltd. 309,400 10,153,242 
IG Group Holdings PLC 620,955 5,417,156 
Intermediate Capital Group PLC 317,536 6,567,009 
JAFCO Co. Ltd. 18,300 696,472 
Julius Baer Group Ltd. 403,812 16,987,600 
Jupiter Fund Management PLC 142,203 556,157 
London Stock Exchange Group PLC 113,522 11,150,590 
Macquarie Group Ltd. 284,402 24,980,451 
Partners Group Holding AG 11,152 9,677,944 
President Securities Corp. 619,000 280,780 
St. James's Place Capital PLC 351,966 4,666,667 
Standard Life PLC 499,887 1,791,772 
Tullett Prebon PLC 85,526 403,525 
UBS Group AG 3,470,749 38,222,143 
XP, Inc. Class A (a) 37,216 1,289,534 
  224,652,176 
Consumer Finance - 0.1%   
AEON Financial Service Co. Ltd. 712,200 10,353,510 
Cembra Money Bank AG 1,849 208,114 
Flexigroup Ltd. 163,343 163,339 
JACCS Co. Ltd. 5,400 108,441 
Resurs Holding AB (b) 23,123 125,165 
  10,958,569 
Diversified Financial Services - 0.4%   
Banca Farmafactoring SpA (b) 64,610 397,395 
Banca Mediolanum S.p.A. 80,478 657,752 
Challenger Ltd. 1,773,287 10,500,839 
Element Financial Corp. 1,024,700 9,588,551 
EXOR NV 35,000 2,499,640 
Fuyo General Lease Co. Ltd. 4,500 254,079 
Grenkeleasing AG (c) 19,530 1,829,086 
Groupe Bruxelles Lambert SA 80,200 7,290,565 
Investor AB (B Shares) 133,500 6,686,953 
Lundbergfoeretagen AB 11,523 477,989 
M&G PLC (a) 805,040 2,102,205 
Mitsubishi UFJ Lease & Finance Co. Ltd. 725,400 4,149,562 
ORIX Corp. 907,700 14,659,868 
Plus500 Ltd. 16,664 204,980 
Zenkoku Hosho Co. Ltd. 46,100 1,728,857 
  63,028,321 
Insurance - 2.7%   
AEGON NV 473,100 1,610,379 
AEGON NV (NY Reg.) 443,060 1,497,543 
AIA Group Ltd. 4,963,600 49,747,411 
Allianz SE 148,376 32,323,696 
Aon PLC 95,179 19,797,232 
Assicurazioni Generali SpA 194,091 3,503,603 
Aviva PLC 6,994,029 32,036,232 
AXA SA 972,900 22,614,416 
BB Seguridade Participacoes SA 156,600 1,115,345 
Beazley PLC 344,926 2,391,069 
CNP Assurances 97,156 1,526,931 
Coface SA 54,573 599,727 
Dai-ichi Mutual Life Insurance Co. 313,300 4,294,586 
Direct Line Insurance Group PLC 2,286,622 9,114,909 
Fairfax Financial Holdings Ltd. (sub. vtg.) 17,993 7,750,965 
Helvetia Holding AG (Reg.) 2,499 332,922 
Hiscox Ltd. 1,436,675 22,868,126 
IRB Brasil Resseguros SA 343,300 2,552,545 
Legal & General Group PLC 662,178 2,243,376 
Manulife Financial Corp. 533,436 8,965,778 
MAPFRE SA (Reg.) 341,254 767,588 
Menora Mivtachim Holdings Ltd. 9,590 113,194 
MS&AD Insurance Group Holdings, Inc. 303,600 9,803,809 
MS&AD Insurance Group Holdings, Inc. ADR 5,200 82,316 
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 54,836 14,208,983 
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen ADR 7,100 181,263 
NKSJ Holdings, Inc. 352,200 13,113,621 
NN Group NV 76,892 2,628,029 
PICC Property & Casualty Co. Ltd. (H Shares) 8,006,000 8,288,444 
Ping An Insurance Group Co. of China Ltd. (H Shares) 1,966,500 22,403,147 
Poste Italiane SpA (b) 134,883 1,444,943 
Prudential PLC 1,409,299 23,428,848 
RSA Insurance Group PLC 671,045 4,488,340 
Saga PLC 297,511 123,866 
Sampo Oyj (A Shares) 134,216 5,484,329 
Societa Cattolica Di Assicurazioni SCRL 63,075 463,792 
Storebrand ASA (A Shares) 1,042,912 6,688,990 
Sun Life Financial, Inc. 275,376 11,897,228 
Swiss Life Holding AG 7,416 3,404,819 
Swiss Re Ltd. 81,552 7,758,085 
T&D Holdings, Inc. 32,100 316,953 
Talanx AG 84,700 3,783,454 
Tokio Marine Holdings, Inc. 310,800 16,715,657 
Tokio Marine Holdings, Inc. ADR 2,184 115,665 
Tryg A/S 52,862 1,483,229 
Unipol Gruppo SpA 156,166 778,106 
Zurich Insurance Group Ltd. 57,528 22,276,677 
  409,130,166 
Thrifts & Mortgage Finance - 0.0%   
Indiabulls Housing Finance Ltd. 33,215 128,141 
Paragon Banking Group PLC 80,784 475,171 
  603,312 
TOTAL FINANCIALS  1,231,366,357 
HEALTH CARE - 6.0%   
Biotechnology - 0.2%   
Abcam PLC 86,935 1,294,662 
Ascendis Pharma A/S sponsored ADR (a) 17,631 2,298,730 
CSL Ltd. 84,112 16,955,691 
Genmab A/S (a) 31,557 7,136,097 
Genmab A/S ADR 25,500 580,890 
Seegene, Inc. (a) 17,776 540,299 
Vitrolife AB 64,973 1,103,641 
  29,910,010 
Health Care Equipment & Supplies - 1.3%   
Alcon, Inc. (Switzerland) (a) 55,544 3,396,594 
ASAHI INTECC Co. Ltd. 182,600 4,377,931 
Carl Zeiss Meditec AG 29,087 3,094,393 
Coloplast A/S Series B 79,089 10,617,339 
Elekta AB (B Shares) (c) 431,483 4,579,751 
GN Store Nord A/S 109,598 6,115,796 
Hoya Corp. 230,500 20,534,716 
Koninklijke Philips Electronics NV 1,090,021 46,679,270 
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.) (c) 28,240 1,211,496 
Nihon Kohden Corp. 490,300 14,591,721 
Olympus Corp. 1,307,000 23,774,652 
Osstem Implant Co. Ltd. (a) 12,166 329,260 
Siemens Healthineers AG (b) 165,824 6,780,194 
Smith & Nephew PLC 513,372 11,517,734 
Terumo Corp. 1,142,500 36,840,488 
  194,441,335 
Health Care Providers & Services - 0.4%   
Aier Eye Hospital Group Co. Ltd. (A Shares) 496,000 2,837,549 
Amplifon SpA 90,241 2,588,879 
Australian Pharmaceutical Industries Ltd. 80,943 63,013 
Estia Health Ltd. 40,075 50,125 
Fresenius SE & Co. KGaA 462,867 21,951,512 
Medipal Holdings Corp. 140,000 2,559,614 
Notre Dame Intermedica Participacoes SA 234,000 3,308,621 
Orpea 25,063 3,252,019 
Sigma Healthcare Ltd. 368,393 133,194 
Sinopharm Group Co. Ltd. (H Shares) 1,896,021 5,849,815 
Sonic Healthcare Ltd. 389,490 7,307,518 
Spire Healthcare Group PLC (b) 91,336 136,052 
Suzuken Co. Ltd. 26,200 868,394 
  50,906,305 
Life Sciences Tools & Services - 0.2%   
Clinigen Group PLC 36,651 339,090 
Evotec OAI AG (a)(c) 112,665 2,743,044 
ICON PLC (a) 40,196 6,272,988 
Lonza Group AG 47,898 19,113,111 
Sartorius Stedim Biotech 19,500 3,735,303 
Tecan Group AG 6,373 1,784,526 
  33,988,062 
Pharmaceuticals - 3.9%   
Astellas Pharma, Inc. 2,434,400 38,346,427 
AstraZeneca PLC:   
(United Kingdom) 250,254 21,963,526 
sponsored ADR 185,011 8,103,482 
Bayer AG 992,032 72,146,571 
Bayer AG sponsored ADR 88,631 1,597,131 
Chugai Pharmaceutical Co. Ltd. 43,500 4,724,666 
Daiichi Sankyo Kabushiki Kaisha 53,800 3,287,057 
Dainippon Sumitomo Pharma Co. Ltd. 10,400 150,514 
Eisai Co. Ltd. 35,600 2,634,189 
GlaxoSmithKline PLC sponsored ADR 347,326 14,077,123 
H Lundbeck A/S 7,691 268,132 
Ipsen SA 48,526 3,172,132 
Kyowa Hakko Kirin Co., Ltd. 312,000 7,434,081 
Novartis AG 1,116,834 93,951,706 
Novartis AG sponsored ADR 25,079 2,105,633 
Novo Nordisk A/S:   
Series B 835,499 48,951,017 
Series B sponsored ADR 47,419 2,756,466 
Ono Pharmaceutical Co. Ltd. 65,800 1,348,211 
Orion Oyj (B Shares) 32,556 1,299,323 
Otsuka Holdings Co. Ltd. 284,000 10,742,815 
Roche Holding AG:   
(participation certificate) 378,815 121,801,812 
sponsored ADR 133,321 5,318,175 
Sanofi SA 376,128 35,079,887 
Santen Pharmaceutical Co. Ltd. 2,332,900 37,461,365 
Shionogi & Co. Ltd. 100,400 5,404,535 
Takeda Pharmaceutical Co. Ltd. 1,272,900 43,957,795 
Takeda Pharmaceutical Co. Ltd. ADR 226,271 3,914,488 
UCB SA 11,909 1,102,606 
  593,100,865 
TOTAL HEALTH CARE  902,346,577 
INDUSTRIALS - 8.7%   
Aerospace & Defense - 0.7%   
Airbus Group NV 168,412 20,327,096 
Chemring Group PLC 41,521 128,941 
Dassault Aviation SA 3,000 3,141,872 
Leonardo SpA 159,766 1,638,487 
Meggitt PLC 1,585,449 11,164,869 
MTU Aero Engines Holdings AG 45,793 11,330,227 
QinetiQ Group PLC 234,119 1,047,893 
Rolls-Royce Holdings PLC 4,206,780 33,854,398 
Safran SA 134,981 18,685,205 
Senior Engineering Group PLC 325,958 593,822 
  101,912,810 
Air Freight & Logistics - 0.3%   
Deutsche Post AG 858,133 25,828,042 
DSV A/S 99,962 10,142,607 
Kintetsu World Express, Inc. 12,000 188,355 
Yamato Holdings Co. Ltd. 272,000 4,292,082 
  40,451,086 
Airlines - 0.4%   
Air France KLM (Reg.) (a) 1,225,067 9,355,959 
Deutsche Lufthansa AG 228,439 3,021,084 
Japan Airlines Co. Ltd. 288,700 7,104,895 
Qantas Airways Ltd. 2,586,208 9,316,862 
Ryanair Holdings PLC sponsored ADR (a) 512,451 36,732,488 
  65,531,288 
Building Products - 0.5%   
Agc, Inc. 49,700 1,428,426 
Agc, Inc. ADR 9,900 54,054 
ASSA ABLOY AB (B Shares) 71,132 1,599,698 
Belimo Holding AG (Reg.) 233 1,523,769 
Central Glass Co. Ltd. 10,400 197,856 
Compagnie de St. Gobain 146,589 5,175,977 
Daikin Industries Ltd. 231,100 31,549,671 
Geberit AG (Reg.) 21,394 10,675,631 
GWA Group Ltd. 38,814 82,683 
Kingspan Group PLC (Ireland) 108,116 6,808,132 
Nibe Industrier AB (B Shares) 122,992 2,002,513 
Sanwa Holdings Corp. 78,200 719,214 
Toto Ltd. 315,400 11,974,439 
ZBOM Home Collection Co. Ltd. 96,400 275,194 
  74,067,257 
Commercial Services & Supplies - 0.5%   
Aggreko PLC 90,090 787,097 
AMA Group Ltd. 79,463 26,918 
Babcock International Group PLC 63,222 363,876 
BIC SA 12,406 754,143 
Brambles Ltd. 1,802,711 14,045,538 
Country Garden Services Holdings Co. Ltd. 825,000 3,217,447 
Downer EDI Ltd. 151,668 563,183 
ISS Holdings A/S 36,857 654,927 
Nippon Parking Development Co. Ltd. 264,300 296,498 
Rentokil Initial PLC 1,927,471 12,059,901 
Ritchie Bros. Auctioneers, Inc. 188,801 7,487,336 
Secom Co. Ltd. 248,300 19,740,149 
SG Fleet Group Ltd. 74,291 101,633 
Shanks Group PLC 362,138 168,911 
Sohgo Security Services Co., Ltd. 155,100 7,261,775 
Tomra Systems ASA 29,931 963,031 
Toppan Printing Co. Ltd. 73,900 1,288,762 
  69,781,125 
Construction & Engineering - 0.1%   
Balfour Beatty PLC 4,484,136 14,261,813 
JGC Corp. 50,000 614,222 
  14,876,035 
Electrical Equipment - 1.6%   
ABB Ltd. (Reg.) 2,765,634 59,929,129 
Denyo Co. Ltd. 12,000 206,490 
Fuji Electric Co. Ltd. 18,500 508,210 
Huber+Suhner AG 3,274 219,716 
Legrand SA 665,932 51,111,562 
Mabuchi Motor Co. Ltd. 27,700 961,770 
Melrose Industries PLC 7,177,970 19,851,549 
Mitsubishi Electric Corp. 960,700 12,211,382 
Nexans SA 14,913 687,452 
Philips Lighting NV (b) 35,373 1,053,991 
Prysmian SpA 492,162 11,757,432 
Sanyo Denki Co. Ltd. 3,600 146,690 
Schneider Electric SA 764,696 77,692,699 
Siemens Gamesa Renewable Energy SA 488,300 7,920,299 
Tatsuta Electric Wire & Cable Co. Ltd. 29,600 141,880 
Vestas Wind Systems A/S 22,212 2,143,021 
  246,543,272 
Industrial Conglomerates - 0.8%   
Bidvest Group Ltd. 77,956 908,695 
CJ Corp. 3,761 252,120 
CK Hutchison Holdings Ltd. 2,510,000 21,847,787 
DCC PLC (United Kingdom) 219,085 15,691,539 
Lifco AB 39,638 2,086,069 
Nolato AB (B Shares) 35,056 1,859,180 
Siemens AG 685,528 70,521,190 
Toshiba Corp. 391,390 10,613,905 
  123,780,485 
Machinery - 1.7%   
Andritz AG 12,954 458,412 
Atlas Copco AB (A Shares) 468,028 16,687,511 
Bodycote PLC 37,459 368,514 
CNH Industrial NV 181,133 1,687,431 
Epiroc AB Class A 320,634 3,703,686 
Fanuc Corp. 264,000 43,352,477 
Fujitec Co. Ltd. 13,600 189,260 
Furukawa Co. Ltd. 8,900 100,172 
GEA Group AG 802,612 21,477,022 
Glory Ltd. 31,400 836,673 
Harmonic Drive Systems, Inc. (c) 52,400 2,205,600 
Hino Motors Ltd. 149,800 1,238,843 
IMI PLC 1,102,510 14,272,069 
Interpump Group SpA 12,281 371,804 
Interroll Holding AG 323 577,121 
Japan Steel Works Ltd. 44,400 648,340 
JTEKT Corp. 73,600 718,531 
Kawasaki Heavy Industries Ltd. 54,900 997,627 
KION Group AG 28,898 1,562,902 
Kitz Corp. 37,200 222,110 
Knorr-Bremse AG 46,224 4,725,295 
Komatsu Ltd. 152,300 3,043,072 
Komori Corp. 73,200 558,535 
Kone OYJ (B Shares) (c) 40,787 2,310,270 
Kubota Corp. 960,300 13,559,586 
Max Co. Ltd. 12,800 211,593 
Metso Corp. 37,700 1,226,840 
Misumi Group, Inc. 179,700 3,793,593 
Mitsubishi Heavy Industries Ltd. 18,700 592,762 
Mitsuboshi Belting Ltd. 14,100 193,212 
Morgan Advanced Materials PLC 35,343 126,181 
Nachi-Fujikoshi Corp. 7,400 244,243 
Nordson Corp. 74,706 10,854,782 
Noritake Co. Ltd. 1,100 38,754 
NSK Ltd. 150,900 1,157,003 
Rotork PLC 691,289 2,527,729 
Ryobi Ltd. 14,000 182,236 
Schindler Holding AG (participation certificate) 85,990 19,282,691 
Sintokogio Ltd. 39,800 284,497 
SMC Corp. 76,900 30,707,241 
Sodick Co. Ltd. 27,600 185,518 
Spirax-Sarco Engineering PLC 259,301 28,409,941 
Star Micronics Co. Ltd. 24,900 280,027 
Sumitomo Heavy Industries Ltd. 17,200 375,064 
Sunonwealth Electric Machine Industry Co. Ltd. 441,000 567,354 
Techtronic Industries Co. Ltd. 1,913,000 15,473,335 
THK Co. Ltd. 244,800 5,612,742 
Valmet Corp. 10,419 248,768 
VAT Group AG (b) 16,822 2,286,678 
Vesuvius PLC 32,206 176,735 
Volvo AB (A Shares) 35,385 553,979 
Wartsila Corp. 262,129 2,740,564 
  264,206,925 
Marine - 0.1%   
A.P. Moller - Maersk A/S Series B 7,639 7,708,593 
Professional Services - 1.3%   
51job, Inc. sponsored ADR (a) 75,780 5,666,071 
Adecco SA (Reg.) 40,159 2,150,792 
Benefit One, Inc. 123,500 1,884,675 
Centre Testing International Group Co. Ltd. (A Shares) 1,438,500 3,349,392 
en-japan, Inc. 34,300 946,382 
Experian PLC 1,014,216 33,757,069 
Experian PLC ADR 11,200 375,088 
Hays PLC 201,909 360,556 
Intertek Group PLC 295,429 20,163,236 
IPH Ltd. 68,770 377,666 
IR Japan Holdings Ltd. 3,800 228,648 
McMillan Shakespeare Ltd. 17,175 121,173 
Meitec Corp. 27,900 1,319,210 
Nihon M&A Center, Inc. 100,400 3,053,143 
Persol Holdings Co., Ltd. 436,900 5,788,338 
Recruit Holdings Co. Ltd. 254,500 8,867,152 
RELX PLC:   
(Euronext N.V.) 317,042 7,627,617 
(London Stock Exchange) 1,080,406 26,140,245 
SEEK Ltd. 226,749 3,054,759 
SGS SA (Reg.) 10,107 25,243,206 
SR Teleperformance SA 24,756 6,039,259 
TechnoPro Holdings, Inc. 108,100 6,434,285 
Thomson Reuters Corp. 105,189 7,814,040 
Tinexta SpA 15,308 208,094 
United Technology Holdings Co. Ltd. 66,900 1,333,534 
Wolters Kluwer NV 250,972 18,466,528 
  190,770,158 
Road & Rail - 0.3%   
Aurizon Holdings Ltd. 482,334 1,517,666 
Canadian National Railway Co. 135,806 11,513,030 
Canadian Pacific Railway Ltd. 37,671 9,336,570 
Central Japan Railway Co. 34,400 5,670,610 
East Japan Railway Co. 103,700 7,920,906 
Hankyu Hanshin Holdings, Inc. 57,900 1,905,665 
Localiza Rent A Car SA 227,115 2,515,995 
Maruzen Showa Unyu Co. Ltd. 3,800 84,484 
Nikkon Holdings Co. Ltd. 6,700 129,639 
Seibu Holdings, Inc. 114,400 1,618,528 
The Go-Ahead Group PLC 6,430 163,483 
Tokyu Corp. 54,600 838,287 
West Japan Railway Co. 39,200 2,768,641 
  45,983,504 
Trading Companies & Distributors - 0.3%   
AerCap Holdings NV (a) 8,600 447,888 
Ashtead Group PLC 199,680 6,260,272 
Brenntag AG 134,228 6,090,331 
Daiichi Jitsugyo Co. Ltd. 2,000 61,839 
Indutrade AB 66,860 2,182,863 
Mitsubishi Corp. 328,900 8,202,679 
MonotaRO Co. Ltd. 84,700 1,884,665 
Rexel SA 465,588 5,755,274 
Sumitomo Corp. 971,400 13,909,951 
Toromont Industries Ltd. 32,324 1,598,078 
Toyota Tsusho Corp. 54,300 1,643,700 
  48,037,540 
Transportation Infrastructure - 0.1%   
Aena Sme SA (b) 36,281 5,843,684 
Airports of Thailand PCL (For. Reg.) 905,800 1,715,422 
Astm SpA 9,663 240,360 
Atlantia SpA 61,759 1,335,772 
Auckland International Airport Ltd. 251,108 1,235,236 
Beijing Capital International Airport Co. Ltd. (H Shares) 2,992,000 2,333,722 
CCR SA 115,500 421,770 
China Merchants Holdings International Co. Ltd. 2,478,582 3,643,945 
Grupo Aeroportuario del Sureste S.A.B. de CV Series B sponsored ADR 12,201 2,037,567 
Guangxi Wuzhou Communications Co. Ltd. (A Shares) 345,800 198,322 
Malaysia Airports Holdings Bhd 1,226,300 1,917,958 
The Sumitomo Warehouse Co. Ltd. 60,500 708,432 
  21,632,190 
TOTAL INDUSTRIALS  1,315,282,268 
INFORMATION TECHNOLOGY - 7.7%   
Communications Equipment - 0.1%   
Ericsson (B Shares) 1,981,408 15,892,344 
Qingdao Eastsoft Communication Technology Co. Ltd. (A Shares) 92,767 215,069 
Raisecom Technology Co. Ltd. 141,200 280,100 
  16,387,513 
Electronic Equipment & Components - 1.6%   
Alps Electric Co. Ltd. 120,500 1,853,416 
Comet Holding AG 2,364 290,336 
Daeduck Electronics Co. Ltd. 53,459 417,127 
Daiwabo Holdings Co. Ltd. 27,400 1,389,561 
Enplas Corp. 6,600 156,892 
ESPEC Corp. 15,100 278,733 
Halma PLC 965,226 24,256,947 
Hamamatsu Photonics K.K. 134,000 5,199,240 
Hexagon AB (B Shares) 199,588 10,751,631 
Hirose Electric Co. Ltd. 161,090 17,115,626 
Hitachi Ltd. 1,023,980 34,528,233 
Hitachi Ltd. sponsored ADR 978 64,186 
Hosiden Corp. 13,800 119,243 
Ibiden Co. Ltd. 66,500 1,472,914 
Ingenico SA 10,093 1,438,549 
Keyence Corp. 53,500 17,067,819 
Kyocera Corp. 336,100 21,176,855 
Landis+Gyr Group AG 12,879 1,055,664 
Largan Precision Co. Ltd. 34,000 4,835,910 
LG Innotek Co. Ltd. 4,148 449,045 
LianChuang Electronic Technology Co. Ltd. (A Shares) 187,360 458,489 
Murata Manufacturing Co. Ltd. 353,200 18,503,124 
Nippon Electric Glass Co. Ltd. 32,800 554,370 
Oki Electric Industry Co. Ltd. 62,800 692,861 
OMRON Corp. 587,200 31,793,510 
Optex Group Co. Ltd. 4,600 52,414 
Partron Co. Ltd. 48,321 360,136 
Renishaw PLC 39,152 1,774,597 
Ryoyo Electro Corp. (c) 12,200 199,752 
Samsung SDI Co. Ltd. 19,153 4,705,074 
Sanshin Electronic Co. Ltd. 10,500 145,633 
Shenzhen Aisidi Co. Ltd. (A Shares) 197,800 194,633 
Shimadzu Corp. 628,900 15,323,097 
Spectris PLC 326,444 11,513,156 
TDK Corp. 35,300 3,420,035 
Topcon Corp. 18,500 184,726 
Yokogawa Electric Corp. 343,200 5,526,965 
Zhejiang Dahua Technology Co. Ltd. (A Shares) 502,496 1,392,798 
  240,713,297 
IT Services - 1.4%   
Adyen BV (a)(b) 7,585 6,675,899 
ALTEN 16,474 1,844,983 
Amadeus IT Holding SA Class A 880,317 62,406,646 
Argo Graphics, Inc. 2,900 86,037 
Capgemini SA 89,388 9,905,732 
Computershare Ltd. 211,133 2,107,153 
EPAM Systems, Inc. (a) 28,408 6,340,666 
Fujitsu Ltd. 221,240 22,993,699 
GMO Payment Gateway, Inc. 31,600 1,939,477 
Hexaware Technologies Ltd. 265,640 1,316,500 
Ines Corp. 15,500 211,821 
Infocom Corp. 3,500 88,230 
iomart Group PLC 4,648 20,843 
IT Holdings Corp. 76,000 4,502,503 
Link Administration Holdings Ltd. 102,343 313,355 
MasterCard, Inc. Class A 31,312 9,088,308 
NEC Corp. 15,900 595,550 
Nomura Research Institute Ltd. 1,682,100 36,726,734 
NS Solutions Corp. 48,200 1,337,052 
NTT Data Corp. 241,500 2,890,566 
OBIC Co. Ltd. 144,900 17,853,894 
Otsuka Corp. 12,500 534,837 
SCSK Corp. 6,700 345,995 
Softcat PLC 133,644 1,828,796 
Wirecard AG (c) 3,893 501,463 
Wix.com Ltd. (a) 80,502 10,789,683 
Worldline SA (a)(b) 98,414 7,591,794 
  210,838,216 
Semiconductors & Semiconductor Equipment - 2.2%   
Advantest Corp. 35,000 1,594,892 
Analog Devices, Inc. 237,758 25,927,510 
ASML Holding NV 28,686 7,937,703 
ASML Holding NV (Netherlands) 162,308 45,006,898 
Broadcom, Inc. 32,582 8,882,505 
Dialog Semiconductor PLC (a) 28,517 983,777 
Disco Corp. 58,300 11,826,479 
Dongbu HiTek Co. Ltd. 27,473 544,491 
GlobalWafers Co. Ltd. 166,000 2,159,981 
Infineon Technologies AG 1,722,134 36,756,585 
Innox Advanced Materials Co. Ltd. (a) 6,360 221,117 
MediaTek, Inc. 522,000 6,101,981 
Melexis NV (c) 24,612 1,702,118 
Mellanox Technologies Ltd. (a) 65,731 7,849,596 
NXP Semiconductors NV 206,394 23,464,934 
Renesas Electronics Corp. (a) 597,500 3,606,272 
Risen Energy Co. Ltd. (A Shares) 526,400 1,112,736 
Silicon Motion Technology Corp. sponsored ADR 135,401 5,039,625 
Siltronic AG 7,689 730,251 
STMicroelectronics NV:   
(France) 105,968 2,924,692 
(NY Shares) unit (c) 51,339 1,406,689 
Sumco Corp. 298,700 4,544,472 
Taiwan Semiconductor Manufacturing Co. Ltd. 1,922,000 19,924,998 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 1,593,144 85,774,873 
Texas Instruments, Inc. 100,786 11,503,714 
Tokyo Electron Ltd. 61,100 12,646,556 
Topco Scientific Co. Ltd. 52,000 177,162 
Visual Photonics Epitaxy Co. Ltd. 89,000 283,021 
  330,635,628 
Software - 1.7%   
Altium Ltd. 30,790 617,791 
ANSYS, Inc. (a) 118,104 28,603,608 
Avast PLC (b) 839,448 4,279,385 
Aveva Group PLC 103,124 5,866,378 
Beijing SuperMap Software Co. Ltd. (A Shares) 144,600 560,039 
Cadence Design Systems, Inc. (a) 700,243 46,314,072 
Check Point Software Technologies Ltd. (a) 213,656 22,177,493 
Constellation Software, Inc. 7,200 7,335,069 
CyberArk Software Ltd. (a) 24,945 2,611,742 
Dassault Systemes SA 196,465 31,171,813 
Descartes Systems Group, Inc. (Canada) (a) 90,296 3,749,075 
Fukui Computer Holdings, Inc. 15,100 376,590 
Globant SA (a) 20,008 2,261,104 
Hundsun Technologies, Inc. (A Shares) 25,600 352,186 
Justsystems Corp. 16,600 794,141 
Micro Focus International PLC 912,505 8,690,440 
NICE Systems Ltd. sponsored ADR (a) 16,994 2,784,127 
Sage Group PLC 275,091 2,437,082 
SAP SE 556,947 69,530,658 
Shenzhen Ysstech Information-tech Co. Ltd. (A Shares) 352,677 599,737 
Software AG (Bearer) 32,444 1,067,378 
TeamViewer AG (a)(c) 93,898 3,396,825 
Temenos Group AG 50,519 7,223,067 
Trend Micro, Inc. 9,200 458,038 
Venustech Group, Inc. Class A 137,634 818,684 
WiseTech Global Ltd. (c) 150,531 1,480,758 
  255,557,280 
Technology Hardware, Storage & Peripherals - 0.7%   
Brother Industries Ltd. 38,300 682,838 
Canon, Inc. 154,700 3,893,380 
Canon, Inc. sponsored ADR 20,840 524,126 
Fujifilm Holdings Corp. 80,600 3,943,317 
GRG Banking Equipment Co. Ltd. Class A 627,800 847,608 
Konica Minolta, Inc. 112,800 612,839 
Logitech International SA (Reg.) 85,076 3,299,712 
Ricoh Co. Ltd. 68,200 635,463 
Samsung Electronics Co. Ltd. 2,161,986 97,579,769 
Seiko Epson Corp. 215,000 3,045,800 
Zhuhai Wanlida Electric Co. Ltd. (A Shares) 153,807 914,665 
  115,979,517 
TOTAL INFORMATION TECHNOLOGY  1,170,111,451 
MATERIALS - 4.0%   
Chemicals - 3.0%   
Air Liquide SA 64,316 8,760,687 
Air Water, Inc. 69,600 922,106 
Akzo Nobel NV 447,193 35,780,105 
Arkema SA 75,800 7,170,648 
Asahi Kasei Corp. 784,800 6,553,582 
BASF AG 858,364 50,801,566 
Christian Hansen Holding A/S 48,159 3,471,959 
Chugoku Marine Paints Ltd. 34,300 293,518 
Covestro AG (b) 187,832 7,278,033 
Croda International PLC 389,545 23,025,778 
Dainichiseika Color & Chemicals Manufacturing Co. Ltd. 3,400 73,920 
Denki Kagaku Kogyo KK 176,360 4,460,505 
Givaudan SA 20,861 64,990,930 
Johnson Matthey PLC 614,441 20,139,509 
JSR Corp. 11,300 199,054 
K&S AG (c) 34,395 284,786 
Kaneka Corp. 14,200 382,976 
Kansai Paint Co. Ltd. 634,400 13,863,163 
Koninklijke DSM NV 22,827 2,574,711 
Kuraray Co. Ltd. 602,300 6,276,518 
Linde PLC 314,758 60,661,707 
Mitsubishi Gas Chemical Co., Inc. 73,600 1,116,351 
Nitto Denko Corp. 245,300 12,326,405 
Novozymes A/S Series B 330,206 16,928,196 
Orica Ltd. 58,545 755,155 
Pidilite Industries Ltd. 101,229 2,111,548 
Shin-Etsu Chemical Co. Ltd. 87,700 9,874,991 
Sika AG 210,628 37,703,170 
Symrise AG 380,525 37,288,382 
Taiyo Nippon Sanso Corp. 67,200 1,203,071 
Teijin Ltd. 30,500 501,924 
Tokyo Ohka Kogyo Co. Ltd. 10,200 367,393 
Tosoh Corp. 79,900 1,097,088 
Umicore SA 173,278 7,296,854 
Umicore SA ADR 5,300 55,544 
Victrex PLC 92,748 2,529,061 
  449,120,894 
Construction Materials - 0.1%   
CRH PLC sponsored ADR 143,625 4,866,015 
HeidelbergCement AG 163,500 9,798,725 
HeidelbergCement AG ADR 9,700 115,527 
Imerys SA 18,616 732,103 
Xinjiang Tianshan Cement Co. Ltd. (A Shares) 521,000 843,501 
  16,355,871 
Containers & Packaging - 0.1%   
Amcor PLC unit 498,652 4,684,292 
Smurfit Kappa Group PLC 292,708 9,861,305 
Smurfit Kappa Group PLC 8,523 283,903 
Toyo Seikan Group Holdings Ltd. 56,800 911,033 
  15,740,533 
Metals & Mining - 0.8%   
Agnico Eagle Mines Ltd. (Canada) 122,117 5,794,473 
Anglo American PLC (United Kingdom) 64,041 1,506,723 
Antofagasta PLC 574,157 5,675,135 
ArcelorMittal SA:   
(Netherlands) 388,500 5,532,213 
Class A unit (c) 8,907 127,370 
Asahi Holdings, Inc. 41,400 941,537 
BHP Billiton Ltd. 421,272 9,156,527 
BHP Billiton Ltd. sponsored ADR (c) 82,170 3,558,783 
BHP Billiton PLC 572,710 10,466,762 
BHP Billiton PLC ADR 249,326 9,050,534 
Boliden AB 24,212 508,482 
Constellium NV (a) 6,226 77,202 
Ferrexpo PLC 108,337 181,243 
Fortescue Metals Group Ltd. 654,593 4,298,461 
Franco-Nevada Corp. 114,524 12,294,959 
Glencore Xstrata PLC 3,271,641 8,258,119 
Independence Group NL 1,543,064 5,297,557 
Kirkland Lake Gold Ltd. 16,237 523,673 
Kyoei Steel Ltd. 4,600 69,729 
MMC Norilsk Nickel PJSC 8,339 2,556,711 
Newcrest Mining Ltd. 928 15,900 
Rio Tinto Ltd. 190,410 10,825,197 
Rio Tinto PLC 136,644 6,433,148 
Rio Tinto PLC sponsored ADR 234,102 10,986,407 
South32 Ltd. 2,275,741 3,291,220 
Uacj Corp. 17,000 298,832 
  117,726,897 
Paper & Forest Products - 0.0%   
Stora Enso Oyj (R Shares) 608,609 7,212,590 
UPM-Kymmene Corp. 59,528 1,831,808 
  9,044,398 
TOTAL MATERIALS  607,988,593 
REAL ESTATE - 1.2%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
Big Yellow Group PLC 168,129 2,334,123 
British Land Co. PLC 1,246,000 8,070,803 
Goodman Group unit 420,350 4,102,078 
Great Portland Estates PLC 510,411 5,509,585 
Scentre Group unit 2,007,501 4,524,941 
Segro PLC 668,729 7,089,542 
Unibail-Rodamco SE & WFD Unibail-Rodamco NV unit 28,455 3,414,843 
Unite Group PLC 108,507 1,578,526 
Warehouses de Pauw 85,638 2,294,886 
  38,919,327 
Real Estate Management & Development - 0.9%   
BR Malls Participacoes SA 55,400 202,428 
Cheung Kong Property Holdings Ltd. 1,230,100 7,685,166 
Deutsche Wohnen AG (Bearer) 816,930 33,349,310 
Fabege AB 144,837 2,378,890 
Grand City Properties SA 742,815 17,524,842 
Hang Lung Group Ltd. 205,000 516,511 
Hongkong Land Holdings Ltd. 44,600 218,986 
IWG PLC 194,617 882,990 
LEG Immobilien AG 223,213 26,804,448 
Lendlease Group unit 403,100 4,629,629 
Mitsui Fudosan Co. Ltd. 439,700 10,099,729 
Savills PLC 148,254 2,074,332 
Swire Pacific Ltd. (A Shares) 44,500 405,740 
TAG Immobilien AG 320,538 7,876,638 
Vonovia SE 534,427 28,916,797 
  143,566,436 
TOTAL REAL ESTATE  182,485,763 
UTILITIES - 1.3%   
Electric Utilities - 0.6%   
Chubu Electric Power Co., Inc. 201,900 2,634,658 
CLP Holdings Ltd. 1,016,000 10,661,809 
Companhia Paranaense de Energia-Copel 10,400 182,399 
EDF SA 130,122 1,826,452 
Enel SpA 1,947,000 16,341,537 
Enel SpA ADR (c) 27,500 231,550 
Fortum Corp. 150,609 3,216,390 
Iberdrola SA 1,772,519 20,292,146 
Kansai Electric Power Co., Inc. 188,600 2,036,202 
Mosenergo PJSC 1,381,000 48,642 
ORSTED A/S (b) 169,803 17,530,263 
Scottish & Southern Energy PLC 832,212 16,361,580 
Shikoku Electric Power Co., Inc. 29,100 221,771 
Terna SpA 166,465 1,100,456 
Tokyo Electric Power Co., Inc. (a) 415,900 1,580,929 
  94,266,784 
Gas Utilities - 0.2%   
APA Group unit 986,402 6,901,434 
Beijing Enterprises Holdings Ltd. 837,000 3,532,688 
China Resource Gas Group Ltd. 1,016,000 5,070,225 
Gas Natural SDG SA 132,576 3,088,552 
Rubis SCA 34,587 1,875,639 
Snam Rete Gas SpA 378,118 1,874,852 
  22,343,390 
Independent Power and Renewable Electricity Producers - 0.0%   
Drax Group PLC 70,014 243,587 
Electric Power Development Co. Ltd. 238,100 5,112,550 
eRex Co. Ltd. 24,600 296,039 
Meridian Energy Ltd. 188,178 543,407 
  6,195,583 
Multi-Utilities - 0.5%   
AGL Energy Ltd. 28,033 349,537 
Centrica PLC 405,589 375,695 
ENGIE 2,277,841 38,037,714 
Hera SpA 165,247 709,271 
Iren SpA 117,314 363,139 
National Grid PLC 639,779 8,064,887 
Veolia Environnement SA 904,388 26,056,275 
  73,956,518 
Water Utilities - 0.0%   
Companhia de Saneamento de Minas Gerais 1,600 21,578 
TOTAL UTILITIES  196,783,853 
TOTAL COMMON STOCKS   
(Cost $6,739,337,159)  7,869,766,972 
Nonconvertible Preferred Stocks - 0.7%   
COMMUNICATION SERVICES - 0.0%   
Diversified Telecommunication Services - 0.0%   
Telecom Italia SpA (Risparmio Shares) 6,476,914 3,623,694 
CONSUMER DISCRETIONARY - 0.4%   
Automobiles - 0.4%   
Bayerische Motoren Werke AG (BMW) (non-vtg.) 22,440 1,163,497 
Porsche Automobil Holding SE (Germany) 52,448 3,268,328 
Volkswagen AG 327,156 54,309,982 
  58,741,807 
CONSUMER STAPLES - 0.3%   
Beverages - 0.0%   
Ambev SA sponsored ADR 1,067,825 3,427,718 
Household Products - 0.3%   
Henkel AG & Co. KGaA 417,479 38,895,287 
TOTAL CONSUMER STAPLES  42,323,005 
INDUSTRIALS - 0.0%   
Aerospace & Defense - 0.0%   
Embraer SA sponsored ADR (a) 484,200 7,379,208 
TOTAL NONCONVERTIBLE PREFERRED STOCKS   
(Cost $104,373,099)  112,067,714 
Equity Funds - 44.4%   
Diversified Emerging Markets Funds - 0.0%   
Matthews Pacific Tiger Fund Investor Class 19,976 532,755 
Europe Stock Funds - 0.8%   
WisdomTree Europe Hedged Equity ETF (c) 1,838,675 114,623,000 
Foreign Large Blend Funds - 10.7%   
Artisan International Value Fund Investor Class 16,683,514 555,727,865 
Fidelity SAI International Low Volatility Index Fund (e) 15,157,339 154,908,004 
Harbor International Fund Institutional Class 9,619 344,082 
Janus Henderson International Opportunities Fund Class T 678,739 15,665,301 
Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class I 30,468,696 409,194,590 
Oakmark International Fund Investor Class 22,770,389 486,147,815 
TOTAL FOREIGN LARGE BLEND FUNDS  1,621,987,657 
Foreign Large Growth Funds - 21.2%   
American Funds EuroPacific Growth Fund Class F2 959,673 48,415,492 
Fidelity Diversified International Fund (e) 16,548,086 620,718,700 
Fidelity International Discovery Fund (e) 24,179,257 1,006,340,643 
Fidelity Overseas Fund (e) 10,686,163 510,264,292 
Invesco Oppenheimer International Growth Fund Class R6 1,640,635 67,052,763 
JOHCM International Select Fund Class II Shares 20,200,421 448,449,337 
WCM Focused International Growth Fund Institutional Class 27,724,947 497,662,793 
TOTAL FOREIGN LARGE GROWTH FUNDS  3,198,904,020 
Foreign Large Value Funds - 2.5%   
iShares MSCI EAFE Value ETF (c) 2,485,485 109,187,356 
Pear Tree Polaris Foreign Value Fund Institutional Shares 14,507,771 273,326,414 
TOTAL FOREIGN LARGE VALUE FUNDS  382,513,770 
Foreign Small Mid Blend Funds - 0.6%   
Franklin International Small Cap Growth Fund 574,030 8,208,634 
iShares MSCI EAFE Small-Cap ETF 580,453 31,669,516 
Victory Trivalent International Small-Cap Fund Class I 3,791,691 47,889,061 
TOTAL FOREIGN SMALL MID BLEND FUNDS  87,767,211 
Foreign Small Mid Growth Funds - 0.7%   
Fidelity International Small Cap Opportunities Fund (e) 2,892,180 53,216,114 
Oberweis International Opportunities Fund 580,965 10,242,414 
T. Rowe Price International Discovery Fund 557,152 35,908,448 
Wasatch International Growth Fund Investor Class 90 2,496 
TOTAL FOREIGN SMALL MID GROWTH FUNDS  99,369,472 
Foreign Small Mid Value Funds - 0.5%   
Brandes International Small Cap Equity Fund Class A 728,625 7,082,234 
Segall Bryant & Hamill International Small Capital Fund Class A 2,561,427 25,486,199 
Transamerica International Small Cap Value Fund 3,906,393 46,095,432 
TOTAL FOREIGN SMALL MID VALUE FUNDS  78,663,865 
Sector Funds - 0.1%   
SPDR Dow Jones International Real Estate ETF 201,575 7,214,369 
Other - 7.3%   
Fidelity Advisor Japan Fund Class I (e) 3,419,044 49,986,426 
Fidelity Japan Smaller Companies Fund (e) 6,854,892 101,109,651 
iShares MSCI Australia ETF (c) 5,784,157 116,377,239 
iShares MSCI Japan ETF (c) 15,785,258 835,987,264 
Matthews Japan Fund Investor Class 179 3,369 
TOTAL OTHER  1,103,463,949 
TOTAL EQUITY FUNDS   
(Cost $5,494,246,979)  6,695,040,068 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 1.53% to 1.56% 3/12/20 to 3/26/20 (f)   
(Cost $14,719,101) $14,730,000 14,720,343 
 Shares Value 
Money Market Funds - 4.4%   
Fidelity Securities Lending Cash Central Fund 1.60% (g)(h) 274,407,512 274,434,952 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.53% (i) 387,035,691 387,035,691 
TOTAL MONEY MARKET FUNDS   
(Cost $661,470,643)  661,470,643 
TOTAL INVESTMENT IN SECURITIES - 101.7%   
(Cost $13,014,146,981)  15,353,065,740 
NET OTHER ASSETS (LIABILITIES) - (1.7)%  (256,498,071) 
NET ASSETS - 100%  $15,096,567,669 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME Nikkei 225 Index Contracts (United States) 1,086 March 2020 $114,192,900 $(13,515,863) $(13,515,863) 
ICE E-mini MSCI EAFE Index Contracts (United States) 1,105 March 2020 100,334,000 (10,565,146) (10,565,146) 
TOTAL FUTURES CONTRACTS     $(24,081,009) 

The notional amount of futures purchased as a percentage of Net Assets is 1.4%

For the period, the average monthly notional amount at value for futures contracts in the aggregate was $251,429,273

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $119,054,983 or 0.8% of net assets.

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

 (d) Level 3 security

 (e) Affiliated Fund

 (f) 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 $11,284,364.

 (g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Securities Lending Cash Central Fund $1,757,431 
Total $1,757,431 

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 Underlying Funds, excluding any Money Market Central Funds, is presented below. Exchanges 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 Advisor Japan Fund Class I $48,109,242 $695,474 $-- $695,474 $-- $1,181,710 $49,986,426 
Fidelity Diversified International Fund 655,929,252 28,750,602 117,035,823 8,710,928 18,068,443 35,006,226 620,718,700 
Fidelity International Discovery Fund 1,037,139,792 40,041,930 117,065,646 24,972,444 16,029,061 30,195,506 1,006,340,643 
Fidelity International Small Cap Opportunities Fund 50,738,821 643,657 -- 643,657 -- 1,833,636 53,216,114 
Fidelity Japan Smaller Companies Fund 104,404,790 7,855,949 -- 7,855,949 -- (11,151,088) 101,109,651 
Fidelity Overseas Fund 480,316,918 24,356,294 23,407,319 7,348,194 523,068 28,475,331 510,264,292 
Fidelity SAI International Low Volatility Index Fund -- 164,636,111 -- 9,636,110 -- (9,728,107) 154,908,004 
Total $2,376,638,815 $266,980,017 $257,508,788 $59,862,756 $34,620,572 $75,813,214 $2,496,543,830 

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 February 29, 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 
Investments in Securities:     
Equities:     
Communication Services $411,418,550 $113,371,124 $298,047,426 $-- 
Consumer Discretionary 667,567,702 192,686,068 474,881,622 12 
Consumer Staples 1,036,644,645 272,809,481 763,835,164 -- 
Energy 252,459,719 72,874,301 179,585,418 -- 
Financials 1,231,366,357 336,344,438 895,021,919 -- 
Health Care 902,346,577 295,288,528 607,058,049 -- 
Industrials 1,322,661,476 427,659,951 895,001,525 -- 
Information Technology 1,170,111,451 731,415,455 438,695,996 -- 
Materials 607,988,593 141,590,917 466,397,676 -- 
Real Estate 182,485,763 31,979,468 150,506,295 -- 
Utilities 196,783,853 39,376,776 157,407,077 -- 
Equity Funds 6,695,040,068 6,695,040,068 -- -- 
Other Short-Term Investments 14,720,343 -- 14,720,343 -- 
Money Market Funds 661,470,643 661,470,643 -- -- 
Total Investments in Securities: $15,353,065,740 $10,011,907,218 $5,341,158,510 $12 
Derivative Instruments:     
Liabilities     
Futures Contracts $(24,081,009) $(24,081,009) $-- $-- 
Total Liabilities $(24,081,009) $(24,081,009) $-- $-- 
Total Derivative Instruments: $(24,081,009) $(24,081,009) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 29, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $0 $(24,081,009) 
Total Equity Risk (24,081,009) 
Total Value of Derivatives $0 $(24,081,009) 

 (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).

Other Information

Distribution of the direct investments by country of issue, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 48.8% 
Japan 10.5% 
United Kingdom 7.6% 
Germany 5.9% 
Switzerland 5.4% 
France 5.1% 
Netherlands 2.5% 
Canada 1.6% 
Australia 1.2% 
Italy 1.0% 
Denmark 1.0% 
Korea (South) 1.0% 
Hong Kong 1.0% 
Spain 1.0% 
Others (Individually Less Than 1%) 6.4% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

  February 29, 2020 
Assets   
Investment in securities, at value (including securities loaned of $265,743,177) — See accompanying schedule:
Unaffiliated issuers (cost $10,866,662,447) 
$12,582,086,958  
Fidelity Central Funds (cost $274,434,952) 274,434,952  
Other affiliated issuers (cost $1,873,049,582) 2,496,543,830  
Total Investment in Securities (cost $13,014,146,981)  $15,353,065,740 
Cash  203,739 
Foreign currency held at value (cost $16,330,061)  16,315,178 
Receivable for investments sold  70,605,775 
Receivable for fund shares sold  5,834,671 
Dividends receivable  32,291,804 
Interest receivable  550,701 
Distributions receivable from Fidelity Central Funds  61,010 
Other receivables  527,072 
Total assets  15,479,455,690 
Liabilities   
Payable for investments purchased $84,485,511  
Payable for fund shares redeemed 18,741,646  
Accrued management fee 2,548,397  
Payable for daily variation margin on futures contracts 1,929,411  
Other payables and accrued expenses 709,594  
Collateral on securities loaned 274,473,462  
Total liabilities  382,888,021 
Net Assets  $15,096,567,669 
Net Assets consist of:   
Paid in capital  $12,686,601,549 
Total accumulated earnings (loss)  2,409,966,120 
Net Assets  $15,096,567,669 
Net Asset Value, offering price and redemption price per share ($15,096,567,669 ÷ 1,520,246,136 shares)  $9.93 

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


Statement of Operations

  Year ended February 29, 2020 
Investment Income   
Dividends:   
Unaffiliated issuers  $306,510,451 
Affiliated issuers  39,882,728 
Interest  8,287,339 
Income from Fidelity Central Funds (including $1,757,431 from security lending)  1,757,431 
Income before foreign taxes withheld  356,437,949 
Less foreign taxes withheld  (19,295,045) 
Total income  337,142,904 
Expenses   
Management fee $68,193,446  
Accounting and security lending fees 680,342  
Custodian fees and expenses 557,538  
Independent trustees' fees and expenses 176,729  
Registration fees 108,180  
Audit 113,205  
Legal 39,526  
Miscellaneous 279,484  
Total expenses before reductions 70,148,450  
Expense reductions (40,307,688)  
Total expenses after reductions  29,840,762 
Net investment income (loss)  307,302,142 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 99,853,997  
Fidelity Central Funds 951  
Other affiliated issuers 34,620,572  
Foreign currency transactions (658,977)  
Futures contracts 36,791,840  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 48,160,306  
Affiliated issuers 19,980,028  
Total net realized gain (loss)  238,748,717 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (net of increase in deferred foreign taxes of $96,449) (174,335,480)  
Affiliated issuers 75,813,214  
Assets and liabilities in foreign currencies 264,812  
Futures contracts (36,794,952)  
Total change in net unrealized appreciation (depreciation)  (135,052,406) 
Net gain (loss)  103,696,311 
Net increase (decrease) in net assets resulting from operations  $410,998,453 

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


Statement of Changes in Net Assets

 Year ended February 29, 2020 Year ended February 28, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $307,302,142 $315,613,970 
Net realized gain (loss) 238,748,717 460,628,213 
Change in net unrealized appreciation (depreciation) (135,052,406) (1,880,975,069) 
Net increase (decrease) in net assets resulting from operations 410,998,453 (1,104,732,886) 
Distributions to shareholders (547,156,394) (960,064,898) 
Share transactions   
Proceeds from sales of shares 1,689,480,304 3,180,693,103 
Reinvestment of distributions 542,299,321 956,581,738 
Cost of shares redeemed (2,904,015,493) (3,424,072,564) 
Net increase (decrease) in net assets resulting from share transactions (672,235,868) 713,202,277 
Total increase (decrease) in net assets (808,393,809) (1,351,595,507) 
Net Assets   
Beginning of period 15,904,961,478 17,256,556,985 
End of period $15,096,567,669 $15,904,961,478 
Other Information   
Shares   
Sold 164,022,651 299,093,781 
Issued in reinvestment of distributions 50,851,662 97,266,318 
Redeemed (279,735,078) (320,961,245) 
Net increase (decrease) (64,860,765) 75,398,854 

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


Financial Highlights

Strategic Advisers International Fund

      
Years ended February 28, 2020 A 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $10.03 $11.43 $9.78 $8.74 $10.45 
Income from Investment Operations      
Net investment income (loss)B .20 .21 .19 .17 .16 
Net realized and unrealized gain (loss) .06 (.98) 1.82 1.07 (1.54) 
Total from investment operations .26 (.77) 2.01 1.24 (1.38) 
Distributions from net investment income (.22) (.18) (.18) (.18) (.16) 
Distributions from net realized gain (.14) (.44) (.18) (.02) (.17) 
Total distributions (.36) (.63)C (.36) (.20) (.33) 
Net asset value, end of period $9.93 $10.03 $11.43 $9.78 $8.74 
Total ReturnD 2.35% (6.57)% 20.53% 14.33% (13.60)% 
Ratios to Average Net AssetsE,F      
Expenses before reductions .44% .45% .50% .48% .45% 
Expenses net of fee waivers, if any .19% .20% .25% .23% .20% 
Expenses net of all reductions .19% .20% .24% .22% .20% 
Net investment income (loss) 1.91% 1.95% 1.68% 1.81% 1.57% 
Supplemental Data      
Net assets, end of period (000 omitted) $15,096,568 $15,904,961 $17,256,557 $16,141,374 $18,533,655 
Portfolio turnover rateG 33% 39% 33% 28% 28% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.63 per share is comprised of distributions from net investment income of $.184 and distributions from net realized gain of $.444 per share.

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

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

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

 G Amounts do not include the activity of Underlying Funds.

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


Notes to Financial Statements

For the period ended February 29, 2020

1. Organization.

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

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 29, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), certain independent Trustees have elected to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees of $282,406 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 29, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation $2,924,276,979 
Gross unrealized depreciation (651,641,641) 
Net unrealized appreciation (depreciation) $2,272,635,338 
Tax Cost $13,080,430,402 

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

Undistributed ordinary income $18,127,624 
Undistributed long-term capital gain $119,463,435 
Net unrealized appreciation (depreciation) on securities and other investments $2,272,753,914 

The tax character of distributions paid was as follows:

 February 29, 2020 February 28, 2019 
Ordinary Income $335,718,187 $ 289,252,335 
Long-term Capital Gains 211,438,207 670,812,563 
Total $547,156,394 $ 960,064,898 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.
 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

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

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, are noted in the table below.

 Purchases ($) Sales ($) 
Strategic Advisers International Fund 5,168,530,614 5,900,264,268 

Exchanges In-Kind. During the period, the Fund redeemed 122,639,719 shares of T. Rowe Price Overseas Stock Fund I Class in exchange for investments and cash with a value of $1,292,622,641. The net realized loss of $(31,647,358) on the Fund's redemptions of T. Rowe Price Overseas Stock Fund I Class shares are included in "Net realized gain (loss) on Investment securities: Unaffiliated issuers" in the accompanying Statement of Operations. The Fund recognized a net realized loss on the exchanges for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .42% of the Fund's average net assets.

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

Sub-Advisers. Arrowstreet Capital, Limited Partnership, Causeway Capital Management, LLC, Massachusetts Financial Services Company (MFS), Thompson, Siegel & Walmsley LLC, T. Rowe Price Associates, Inc. and William Blair Investment Management, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. Effective July 1, 2019 accounting fees are not paid by the Fund and are instead paid by the investment adviser or an affiliate. For the period, the total fees paid for accounting and administration of securities lending were equivalent to less than .005%.

Brokerage Commissions. A portion of portfolio transactions were placed with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

 Amount 
Strategic Advisers International Fund $1,394 

Interfund Trades. Funds may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds are managed by FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

 Amount 
Strategic Advisers International Fund $40,554 

During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2022. During the period, this waiver reduced the Fund's management fee by $40,275,872.

In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $31,663 and $153, respectively.

10. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets.

At the end of the period, the Fund was the owner of record of 10% or more of the total outstanding shares of the following Underlying Funds:

Fidelity International Discovery Fund 15% 
Fidelity Japan Smaller Companies Fund 17% 
Fidelity Advisor Japan Fund 15% 

11. Coronavirus (Covid-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers International Fund (one of the funds constituting Fidelity Rutland Square Trust II, referred to hereafter as the “Fund”) as of February 29, 2020, the related statement of operations for the year ended February 29, 2020, the statement of changes in net assets for each of the two years in the period ended February 29, 2020, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2020 and the financial highlights for each of the five years in the period ended February 29, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 14, 2020



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  If the interests of the fund and an underlying Fidelity® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds.  Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict.  Each of the Trustees oversees 14 funds. 

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), and a Director of Strategic Advisers LLC (2018-present). Previously, Mr. Hogan served as a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), President of FMR Co., Inc. (2009-2018), a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of Fidelity Management & Research Company (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of Fidelity Management & Research Company (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

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

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

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

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present) and Chief Executive Officer (2013-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

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

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

Advisory Board Members and Officers:

Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

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

Christine Marcks (1955)

Year of Election or Appointment: 2019

Member of the Advisory Board

Ms. Marcks also serves as Member of the Advisory Board of other Funds. Prior to her retirement, Ms. Marcks served as Chief Executive Officer and President – Prudential Retirement (2007-2017) and Vice President for Rollover and Retirement Income Strategies (2005-2007), Prudential Financial, Inc. (financial services). Previously, Ms. Marcks was Senior Vice President and Head of Financial Horizons (2002-2004) and Vice President, Strategic Marketing (2000-2002) of Voya Financial (formerly ING U.S.) (financial services), held numerous positions at Aetna Financial Services (financial services, 1987-2000) and served as an International Economist for the United States Department of the Treasury (1980-1987). Ms. Marcks also serves as a member of the Board of Trustees, Audit Committee and Benefits & Operations Committee of the YMCA Retirement Fund (2018-present), a non-profit organization providing retirement plan benefits to YMCA staff members, and as a member of the Board of Trustees of Assumption College (2019-present).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of certain funds (2017-2019), as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

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

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers LLC (investment adviser firm, 2015-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present). Previously, Mr. Gryglewicz served as Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), and as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Christina H. Lee (1975)

Year of Election or Appointment: 2020

Secretary and Chief Legal Officer

Ms. Lee also serves as Secretary and CLO of other funds. Ms. Lee serves as Vice President, Associate General Counsel (2014-present) and is an employee of Fidelity Investments (2007-present). Previously, Ms. Lee served as Assistant Secretary of certain funds (2018-2019).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2020

Assistant Secretary

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2020

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (September 1, 2019 to February 29, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
September 1, 2019 
Ending
Account Value
February 29, 2020 
Expenses Paid
During Period-B
September 1, 2019
to February 29, 2020 
Actual .19% $1,000.00 $1,013.90 $.95 
Hypothetical-C  $1,000.00 $1,023.92 $.96 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Strategic Advisers International Fund voted to pay on April 9, 2020, to shareholders of record at the opening of business on April 8, 2020, a distribution of $0.077 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.012 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 29, 2020, $189,015,336, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 18% and 1% of the dividends distributed in April and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 69% and 92% of the dividends distributed in April and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 Pay Date Income Taxes 
Strategic Advisers International Fund    
 04/08/19 $0.0163 $0.0007 
 12/31/19 $0.2066 $0.0178 

The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Fund

On September 4, 2019, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with T. Rowe Price Associates, Inc. (New Sub-Adviser) for the fund.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. The Board noted that it is familiar with the nature, extent and quality of services provided by the Sub-Adviser from its oversight of the Sub-Adviser on behalf of other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to other Strategic Advisers funds will also provide services to the fund.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the New Sub-Adviser's investment staff, its use of technology, and the New Sub-Adviser's approach to managing and compensating its investment personnel. The Board noted that the Sub-Adviser will utilize a different investment mandate to manage the fund than it currently uses in managing other Strategic Advisers funds and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund and its use of technology. The Board noted that the New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in its deliberations, the Board considered the New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by the New Sub-Adviser under the Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

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

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

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

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2021, and its proposal to extend the waiver through September 30, 2022. The Board also considered that after allocating assets to the New Sub-Adviser, the fund's management fee and total net expenses are expected to continue to rank below the competitive peer group medians presented to you in the June 2019 management contract renewal materials.

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

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

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to each sub-adviser, if any, as a result of its relationship with the fund, during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. With respect to the New Sub-Adviser, the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser will have a significant impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale.  The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that the Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to the New Sub-Adviser as assets allocated to the New Sub-Adviser grow.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered and that the Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers LLC (Strategic Advisers) and the sub-advisory agreements with Arrowstreet Capital, Limited Partnership (Arrowstreet), Causeway Capital Management LLC (Causeway), FIAM LLC, FIL Investment Advisors (FIL), Geode Capital Management, LLC (Geode), Massachusetts Financial Services Company (MFS), Thompson, Siegel & Walmsley, LLC (TSW), and William Blair Investment Management, LLC (William Blair) (each a Sub-Adviser and collectively, the Sub-Advisers) (collectively, the Sub-Advisory Agreements), and the sub-sub-advisory agreement with FIL Investment Advisors (UK) Limited (the Sub-Sub-Advisory Agreement and, together with the management contract and the Sub-Advisory Agreements, the Advisory Contracts) for the fund. Strategic Advisers and the Sub-Advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board. The Board, acting directly and through its committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts.

At its September 2019 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board approved amendments to the sub-advisory agreements with: (i) Arrowstreet, FIL, Geode, and William Blair to add certain exceptions to the most favored nation (MFN) provision in each such sub-advisory agreement; and (ii) Causeway, MFS, and TSW to both expand the scope of, and add certain exceptions to, the MFN provision in each such sub-advisory agreement. Where applicable, the Board also approved non-material amendments to these sub-advisory agreements. The Board noted that the other terms of each amended sub-advisory agreement are not materially different from those of the applicable existing sub-advisory agreement and that Arrowstreet, Causeway, FIL, Geode, MFS, TSW, and William Blair each will continue to provide the same services to the fund.

In reaching its determination to renew the fund's Advisory Contracts and approve the amendments to the sub-advisory agreements described above (Amendments), the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services provided by and the profits, if any, realized by Strategic Advisers from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the Amendments, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the Amendments is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the Amendments was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided.  The Board considered the staffing within the Investment Advisers, including the backgrounds of the fund's investment personnel and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategies for the funds; (ii) identifying and recommending sub-advisers for the funds; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to the portion of fund assets allocated to the sub-adviser; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

The Board also considered the nature, extent and quality of services provided by each Sub-Adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each Sub-Adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the Sub-Adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each Sub-Adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the Investment Advisers’ investment staffs, their use of technology, and the Investment Advisers’ approach to managing and compensating investment personnel. The Board noted that the Investment Advisers’ analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers’ trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of administrative and shareholder services performed by Strategic Advisers and its affiliates under the management contract and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

In connection with the renewal of the Advisory Contracts, the Board considered annualized return information for the fund for different time periods, measured against an appropriate securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

The Board considered discussions that occur at Board meetings throughout the year with representatives of Strategic Advisers about fund investment performance and the performance of each Sub-Adviser as part of regularly scheduled fund reviews and other reports to the Board on fund performance, taking into account various factors including general market conditions. In its discussions with representatives of Strategic Advisers regarding fund performance, the Board gave particular attention to information indicating underperformance of certain funds for specific time periods and discussed with Strategic Advisers the reasons for any such underperformance.

The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2018, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers International Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one- and three-year periods and in the second quartile for the five-year period ended December 31, 2018. The Board also noted that the fund had out-performed 40%, 40%, and 65% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2018. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2022 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers International Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2018.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2018.

Fees Charged to Other Clients.  The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each Sub-Adviser, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability.  The Board considered information regarding the revenues earned and the expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationships with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

The Board also considered information regarding the profitability of the Sub-Advisers' respective relationships with the fund and the potential fall-out benefits, if any, that may accrue to the Sub-Advisers as a result of their respective relationships with the fund. The Board noted the difficulty in evaluating a Sub-Adviser's costs and the profitability of a Sub-Advisory Agreement to a Sub-Adviser because of, among other things, differences in the type and content of information provided by each Sub-Adviser due to differences in business models, cost accounting methods, and profitability calculation methodologies among the Sub-Advisers. Accordingly, the Board considered profitability information provided by the Sub-Advisers in light of the nature of the relationships between Strategic Advisers and the Sub-Advisers with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that certain of the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2022.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the Amendments should be approved because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940 (the Liquidity Rule) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Fund has adopted and implemented a liquidity risk management program (the Program) reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. Strategic Advisers has established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions and (4) borrowings and other funding sources, as applicable.

In accordance with the Program, each of the Fund’s portfolio investments is classified into one of four liquidity categories described below based on a determination of a reasonable expectation for how long it would take to convert the investment to cash (or sell or dispose of the investment) without significantly changing its market value.

  • Highly liquid investments – cash or convertible to cash within three business days or less
  • Moderately liquid investments – convertible to cash in three to seven calendar days
  • Less liquid investments – can be sold or disposed of, but not settled, within seven calendar days
  • Illiquid investments – cannot not be sold or disposed of within seven calendar days

Liquidity classification determinations take into account a variety of factors including various market, trading and investment-specific considerations, as well as market depth, and generally utilize analysis from a third-party liquidity metrics service.

The Liquidity Rule places a 15% limit on a fund’s illiquid investments and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund’s net assets to be invested in highly liquid investments (highly liquid investment minimum or HLIM). The Program includes provisions reasonably designed to comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement as applicable.

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2018 through November 30, 2019. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.





Fidelity Investments

SIT-ANN-0420
1.912865.109


Strategic Advisers® Small-Mid Cap Fund

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



Annual Report

February 29, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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 
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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 


Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Liquidity Risk Management Program


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. © 2020 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.

In the weeks following the end of this reporting period, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.

Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 29, 2020 Past 1 year Past 5 years Past 10 years 
Strategic Advisers® Small-Mid Cap Fund (2.40)% 5.17% 9.84% 

 Prior to May 1, 2010, the fund was named PAS® Small Cap Fund of Funds, and the fund operated under certain different investment policies and compared its performance to a different index. The fund's historical performance may not represent its current investment policies. 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Small-Mid Cap Fund on February 28, 2010.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2500™ Index performed over the same period.


Period Ending Values

$25,559Strategic Advisers® Small-Mid Cap Fund

$28,935Russell 2500™ Index

Management's Discussion of Fund Performance

Market Recap:  U.S. stocks stalled to begin the new year and declined in late February, as the outbreak and spread of the new coronavirus threatened to hamper global economic growth and corporate earnings. For the 12 months ending February 29, 2020, the U.S. equity bellwether S&P 500® index gained 8.19%. The period began with equities rising amid upbeat company earnings and signs the U.S. Federal Reserve may pause on rates. The uptrend extended until May, when the index dipped as trade talks between the U.S. and China broke down. The bull market roared back to record a series of highs in July, when the Fed cut interest rates for the first time since 2008. Volatility intensified in August, as the Treasury yield curve inverted, which some investors viewed as a sign the U.S. economy could be heading for recession. But the market proved resilient, hitting a new high on October 30, when the Fed lowered rates for the third time in 2019, and moving higher through December 31. Following a roughly flat January, stocks sank in late February, after a surge in coronavirus cases outside China created considerable uncertainty and pushed investors to safer asset classes. By sector, information technology (+27%) led the way by a wide margin, followed by utilities and communication services (+13% each). In contrast, energy (-25%) was by far the weakest category, struggling due to sluggish oil prices. Other notable laggards included materials and industrials (-2% each).

Comments from Portfolio Manager Barry Golden:  For the fiscal year, the Fund returned -2.40%, trailing the -1.80% result of its small-to-mid-cap benchmark, the Russell 2500® Index. During a period in which growth stocks and strategies outperformed their value-oriented counterparts, underlying managers with a value emphasis hampered the Fund’s relative performance. Versus the benchmark, sub-adviser LSV Asset Management (-10%) was the biggest detractor, as this manager’s deep-value strategy was out of favor this period. LSV was also hurt by security selection in the industrials, materials and health care sectors. The U.S. SMID-Cap Value strategy (-10%) managed by sub-adviser AB was another relative detractor, hampered by adverse stock selection across several groups, along with an overweighting in the poor-performing energy sector. On the plus side, sub-adviser JPMorgan Investment Management was the Fund's top relative contributor, as its quality-oriented SMID-cap strategy (+6%) focused on companies’ intrinsic value generated strong relative performance. Victory Capital Management’s sub-advised strategy (+10%) handily outperformed the Russell 2500 Index and was another key contributor, capitalizing on its quality-tilted growth strategy. In terms of positioning changes, we added the SMID Select strategy managed by ArrowMark Partners and hired FIAM to run its Small-Mid Cap Core Strategy. Additionally, we de-funded three sub-advisers: Mellon Investments, Fisher Investments and Voya Investment Management.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of February 29, 2020

(excluding cash equivalents)

 % of fund's net assets 
Fidelity SAI Small-Mid Cap 500 Index Fund 1.6 
Fidelity Small Cap Index Fund 1.5 
Fidelity SAI Real Estate Index Fund 1.4 
j2 Global, Inc. 0.8 
LogMeIn, Inc. 0.6 
SS&C Technologies Holdings, Inc. 0.6 
Pool Corp. 0.6 
Skechers U.S.A., Inc. Class A (sub. vtg.) 0.6 
ON Semiconductor Corp. 0.6 
Bright Horizons Family Solutions, Inc. 0.6 
 8.9 

Top Five Market Sectors as of February 29, 2020

(stocks only)

 % of fund's net assets 
Information Technology 20.0 
Industrials 17.5 
Financials 13.3 
Consumer Discretionary 12.5 
Health Care 12.5 

Asset Allocation (% of fund's net assets)

As of February 29, 2020 
   Common Stocks 93.5% 
   Mid-Cap Blend Funds 1.6% 
   Small Blend Funds 1.5% 
   Sector Funds 1.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.0% 


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

Schedule of Investments February 29, 2020

Showing Percentage of Net Assets

Common Stocks - 93.5%   
 Shares Value 
COMMUNICATION SERVICES - 2.7%   
Diversified Telecommunication Services - 0.3%   
Bandwidth, Inc. (a) 159,312 $10,019,132 
CenturyLink, Inc. 509,400 6,148,458 
Cogent Communications Group, Inc. 13,063 953,730 
GCI Liberty, Inc. (a) 32,500 2,246,075 
Ooma, Inc. (a) 82,036 1,052,522 
Vonage Holdings Corp. (a) 328,366 2,942,159 
  23,362,076 
Entertainment - 0.9%   
Cinemark Holdings, Inc. 969,849 25,177,280 
Electronic Arts, Inc. (a) 51,398 5,210,215 
Glu Mobile, Inc. (a) 349,577 2,488,988 
Live Nation Entertainment, Inc. (a) 126,077 7,661,699 
Nintendo Co. Ltd. ADR (b) 28,657 1,203,021 
Roku, Inc. Class A (a) 21,280 2,418,898 
Sciplay Corp. (A Shares) 26,057 235,555 
The Madison Square Garden Co. (a) 29,247 7,832,932 
World Wrestling Entertainment, Inc. Class A (b) 270,763 12,663,586 
  64,892,174 
Interactive Media & Services - 0.8%   
Alphabet, Inc. Class C (a) 8,553 11,455,289 
ANGI Homeservices, Inc. Class A (a)(b) 329,139 2,346,761 
CarGurus, Inc. Class A (a) 181,777 4,633,496 
Cars.com, Inc. (a) 198,000 1,797,840 
Facebook, Inc. Class A (a) 33,453 6,438,699 
Match Group, Inc. (a)(b) 77,200 5,018,000 
Pinterest, Inc. Class A 470,428 9,173,346 
QuinStreet, Inc. (a) 356,614 4,593,188 
TripAdvisor, Inc. 154,482 3,622,603 
Yelp, Inc. (a) 130,461 4,079,515 
  53,158,737 
Media - 0.6%   
AMC Networks, Inc. Class A (a) 83,700 2,594,700 
Boston Omaha Corp. (a)(b) 157,459 3,064,152 
Cable One, Inc. 900 1,415,718 
Criteo SA sponsored ADR (a) 327,303 4,146,929 
Entercom Communications Corp. Class A 1,579,098 5,479,470 
Liberty Media Corp. Liberty Formula One Group Series C (a) 19,800 773,388 
National CineMedia, Inc. 1,135,576 8,732,579 
Nexstar Broadcasting Group, Inc. Class A 64,614 7,429,318 
Ocean Outdoor Ltd. (a)(c) 599,182 4,715,185 
TechTarget, Inc. (a) 107,467 2,485,712 
  40,837,151 
Wireless Telecommunication Services - 0.1%   
Boingo Wireless, Inc. (a) 577,526 7,317,254 
TOTAL COMMUNICATION SERVICES  189,567,392 
CONSUMER DISCRETIONARY - 12.5%   
Auto Components - 1.0%   
Autoliv, Inc. 75,961 5,068,878 
BorgWarner, Inc. 201,900 6,380,040 
Cooper Tire & Rubber Co. 78,500 2,000,965 
Cooper-Standard Holding, Inc. (a) 344,191 5,947,620 
Dana, Inc. 569,362 8,187,426 
Dorman Products, Inc. (a) 26,012 1,577,368 
Fox Factory Holding Corp. (a) 65,190 4,133,046 
Gentex Corp. 347,452 9,276,968 
LCI Industries 135,104 13,044,291 
Lear Corp. 98,818 10,988,562 
Standard Motor Products, Inc. 37,111 1,632,884 
Stoneridge, Inc. (a) 103,713 2,292,057 
The Goodyear Tire & Rubber Co. 208,800 2,022,228 
  72,552,333 
Automobiles - 0.3%   
Harley-Davidson, Inc. 147,900 4,506,513 
Thor Industries, Inc. 245,060 18,479,975 
  22,986,488 
Distributors - 1.0%   
LKQ Corp. (a) 853,417 25,244,075 
Pool Corp. 198,876 41,954,881 
  67,198,956 
Diversified Consumer Services - 1.9%   
American Public Education, Inc. (a) 14,704 327,311 
Bright Horizons Family Solutions, Inc. (a) 246,618 38,756,019 
Chegg, Inc. (a) 189,119 7,415,356 
Frontdoor, Inc. (a) 779,684 33,058,602 
Grand Canyon Education, Inc. (a) 109,372 8,824,133 
Houghton Mifflin Harcourt Co. (a) 470,513 2,573,706 
HyreCar, Inc. (a)(b) 534,414 1,678,060 
Park Lawn Corp. 517,654 10,173,747 
Service Corp. International 80,300 3,837,537 
ServiceMaster Global Holdings, Inc. (a) 58,900 2,106,853 
Strategic Education, Inc. 132,633 19,547,452 
Weight Watchers International, Inc. (a) 33,210 996,300 
  129,295,076 
Hotels, Restaurants & Leisure - 1.7%   
Bloomin' Brands, Inc. 577,241 10,384,566 
Chipotle Mexican Grill, Inc. (a) 6,280 4,858,082 
Churchill Downs, Inc. 34,430 4,325,785 
Dave & Buster's Entertainment, Inc. 133,725 4,414,262 
Dominos Pizza Enterprises Ltd. (b) 107,393 3,888,442 
Eldorado Resorts, Inc. (a) 3,800 190,684 
Extended Stay America, Inc. unit 477,356 5,241,369 
Great Canadian Gaming Corp. (a) 215,393 6,311,348 
Jack in the Box, Inc. 21,134 1,455,287 
Lindblad Expeditions Holdings (a) 348,104 4,142,438 
Papa John's International, Inc. 135,053 7,780,403 
Penn National Gaming, Inc. (a) 50,600 1,496,242 
Planet Fitness, Inc. (a) 378,411 25,538,958 
Playa Hotels & Resorts NV (a) 803,359 4,257,803 
Six Flags Entertainment Corp. 54,142 1,368,710 
Vail Resorts, Inc. 62,128 13,209,034 
Wendy's Co. 491,130 9,272,534 
Wingstop, Inc. 26,265 2,218,079 
Wyndham Destinations, Inc. 281,791 11,243,461 
  121,597,487 
Household Durables - 1.1%   
Cavco Industries, Inc. (a) 7,668 1,546,789 
Garmin Ltd. 108,212 9,564,859 
Helen of Troy Ltd. (a) 23,644 3,891,802 
La-Z-Boy, Inc. 52,598 1,506,933 
Lennar Corp. Class A 137,878 8,319,559 
M.D.C. Holdings, Inc. 213,386 8,394,605 
NVR, Inc. (a) 1,778 6,520,246 
PulteGroup, Inc. 155,000 6,231,000 
Purple Innovation, Inc. (a) 118,941 1,615,219 
Skyline Champion Corp. (a) 142,015 3,618,542 
Sonos, Inc. (a) 291,873 3,368,214 
Taylor Morrison Home Corp. (a) 353,319 7,956,744 
Tempur Sealy International, Inc. (a) 73,630 5,503,843 
Toll Brothers, Inc. 111,375 4,124,216 
Whirlpool Corp. 39,900 5,101,614 
  77,264,185 
Internet & Direct Marketing Retail - 0.7%   
Chewy, Inc. (b) 382,518 11,322,533 
Etsy, Inc. (a) 154,054 8,905,862 
Expedia, Inc. 23,252 2,293,112 
GrubHub, Inc. (a) 90,337 4,346,113 
PetMed Express, Inc. 18,444 486,922 
Quotient Technology, Inc. (a) 230,305 2,061,230 
Shutterstock, Inc. 368,461 14,200,487 
The Rubicon Project, Inc. (a) 208,122 2,362,185 
  45,978,444 
Leisure Products - 0.8%   
Brunswick Corp. 541,619 28,814,131 
Callaway Golf Co. 305,854 5,193,401 
Clarus Corp. 308,236 3,563,208 
Hasbro, Inc. 26,400 2,039,400 
Polaris, Inc. 174,889 14,433,589 
Sturm, Ruger & Co., Inc. 14,892 715,412 
  54,759,141 
Multiline Retail - 0.1%   
Dillard's, Inc. Class A (b) 46,400 2,611,856 
Dollar Tree, Inc. (a) 15,097 1,253,504 
Kohl's Corp. 112,400 4,400,460 
  8,265,820 
Specialty Retail - 2.0%   
Aaron's, Inc. Class A 153,997 6,056,702 
Advance Auto Parts, Inc. 38,099 5,066,405 
America's Car Mart, Inc. (a) 44,297 4,552,403 
American Eagle Outfitters, Inc. 263,300 3,391,304 
Burlington Stores, Inc. (a) 80,980 17,512,735 
CarMax, Inc. (a) 26,011 2,271,020 
Five Below, Inc. (a) 72,199 6,999,693 
Floor & Decor Holdings, Inc. Class A (a) 38,910 1,986,356 
Foot Locker, Inc. 447,427 16,219,229 
Group 1 Automotive, Inc. 79,037 6,736,324 
Haverty Furniture Companies, Inc. 104,300 1,754,326 
Lithia Motors, Inc. Class A (sub. vtg.) 62,362 7,431,056 
National Vision Holdings, Inc. (a) 211,472 7,363,455 
Office Depot, Inc. 995,000 2,338,250 
Penske Automotive Group, Inc. 90,200 4,151,004 
Sally Beauty Holdings, Inc. (a) 2,272,409 28,268,768 
Signet Jewelers Ltd. 201,170 4,691,284 
Sonic Automotive, Inc. Class A (sub. vtg.) 111,800 3,130,400 
Ulta Beauty, Inc. (a) 14,057 3,613,914 
Williams-Sonoma, Inc. 120,194 7,498,904 
  141,033,532 
Textiles, Apparel & Luxury Goods - 1.9%   
Capri Holdings Ltd. (a) 230,782 5,958,791 
Carter's, Inc. 236,606 21,642,351 
Columbia Sportswear Co. 34,000 2,764,200 
Crocs, Inc. (a) 197,736 5,174,751 
Deckers Outdoor Corp. (a) 15,839 2,752,818 
Hanesbrands, Inc. 2,124,494 28,128,301 
Levi Strauss & Co. Class A 178,890 3,039,341 
PVH Corp. 64,400 4,772,684 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 1,233,429 40,801,831 
Steven Madden Ltd. 205,714 6,726,848 
Under Armour, Inc. Class C (non-vtg.) (a) 464,572 5,797,859 
Unifi, Inc. (a) 72,830 1,556,377 
Wolverine World Wide, Inc. 215,590 5,667,861 
  134,784,013 
TOTAL CONSUMER DISCRETIONARY  875,715,475 
CONSUMER STAPLES - 3.8%   
Beverages - 0.4%   
Boston Beer Co., Inc. Class A (a) 10,411 3,860,295 
Brown-Forman Corp. Class B (non-vtg.) 148,909 9,144,502 
Cott Corp. 583,595 8,316,229 
Cott Corp. 318,674 4,518,060 
National Beverage Corp. (b) 10,836 458,254 
  26,297,340 
Food & Staples Retailing - 1.1%   
BJ's Wholesale Club Holdings, Inc. (a) 563,150 10,846,269 
Casey's General Stores, Inc. 72,900 11,884,158 
Grocery Outlet Holding Corp. 178,607 5,652,912 
Performance Food Group Co. (a) 570,381 24,184,154 
SpartanNash Co. 65,200 810,436 
U.S. Foods Holding Corp. (a) 636,005 21,395,208 
Weis Markets, Inc. 47,626 1,774,069 
  76,547,206 
Food Products - 1.6%   
Flowers Foods, Inc. 150,531 3,240,932 
Fresh Del Monte Produce, Inc. 88,779 2,434,320 
Freshpet, Inc. (a) 55,138 3,664,471 
Hostess Brands, Inc. Class A (a) 620,640 7,888,334 
Ingredion, Inc. 117,011 9,747,016 
J&J Snack Foods Corp. 13,454 2,163,672 
John B. Sanfilippo & Son, Inc. 7,799 547,412 
Lamb Weston Holdings, Inc. 235,266 20,442,263 
Lancaster Colony Corp. 17,489 2,526,286 
Nomad Foods Ltd. (a) 1,469,665 27,130,016 
Pilgrim's Pride Corp. (a) 199,300 4,217,188 
Post Holdings, Inc. (a) 79,982 8,098,977 
Premium Brands Holdings Corp. 57,531 4,034,564 
The Hain Celestial Group, Inc. (a) 370,711 8,796,972 
The J.M. Smucker Co. 70,800 7,291,692 
Tootsie Roll Industries, Inc. (b) 17,024 546,130 
TreeHouse Foods, Inc. (a) 40,600 1,547,266 
  114,317,511 
Household Products - 0.2%   
Central Garden & Pet Co. Class A (non-vtg.) (a) 201,235 5,093,258 
Energizer Holdings, Inc. (b) 167,533 7,202,244 
Spectrum Brands Holdings, Inc. 37,202 2,004,816 
WD-40 Co. 12,394 2,137,841 
  16,438,159 
Personal Products - 0.4%   
elf Beauty, Inc. (a) 964,314 15,390,451 
Herbalife Nutrition Ltd. (a) 117,069 3,788,353 
MediFast, Inc. (b) 50,750 4,217,833 
Nu Skin Enterprises, Inc. Class A 49,828 1,221,783 
USANA Health Sciences, Inc. (a) 12,299 812,964 
  25,431,384 
Tobacco - 0.1%   
Universal Corp. 92,378 4,558,854 
TOTAL CONSUMER STAPLES  263,590,454 
ENERGY - 1.4%   
Energy Equipment & Services - 0.3%   
Apergy Corp. (a)(b) 84,056 1,563,442 
Cactus, Inc. 80,918 2,209,871 
Core Laboratories NV 129,022 3,462,950 
Dril-Quip, Inc. (a) 114,093 4,063,993 
Oil States International, Inc. (a) 304,100 2,405,431 
Patterson-UTI Energy, Inc. 1,135,121 6,504,243 
RPC, Inc. (b) 403,838 1,389,203 
  21,599,133 
Oil, Gas & Consumable Fuels - 1.1%   
Abraxas Petroleum Corp. (a) 2,060,821 391,556 
Arch Coal, Inc. 21,000 1,057,350 
Brigham Minerals, Inc. Class A 160,149 2,554,377 
Canacol Energy Ltd. 1,071,687 3,417,262 
Canadian Natural Resources Ltd. 68,060 1,751,889 
Cenovus Energy, Inc. (Canada) 240,308 1,767,063 
Cimarex Energy Co. 215,626 7,126,439 
CONSOL Energy, Inc. (a) 24,242 137,937 
Delek U.S. Holdings, Inc. 142,800 3,053,064 
Devon Energy Corp. 237,100 3,850,504 
Diamondback Energy, Inc. 76,571 4,747,402 
Enerplus Corp. 431,248 1,873,105 
Gulfport Energy Corp. (a) 350,800 287,516 
HollyFrontier Corp. 290,773 9,793,235 
Kosmos Energy Ltd. 1,104,505 3,368,740 
Magnolia Oil & Gas Corp. Class A (a) 214,100 1,607,891 
Marathon Petroleum Corp. 14,399 682,801 
Noble Energy, Inc. 115,062 1,821,431 
Northern Oil & Gas, Inc. (a)(b) 2,280,636 3,306,922 
Ovintiv, Inc. (b) 92,387 1,067,070 
Parsley Energy, Inc. Class A 122,183 1,637,252 
PBF Energy, Inc. Class A 187,700 4,202,603 
PDC Energy, Inc. (a) 155,539 2,959,907 
QEP Resources, Inc. 733,473 1,650,314 
Rex American Resources Corp. (a) 11,443 801,124 
Southwestern Energy Co. (a)(b) 800,000 1,136,000 
W&T Offshore, Inc. (a) 660,000 1,716,000 
World Fuel Services Corp. 285,530 8,074,788 
  75,841,542 
TOTAL ENERGY  97,440,675 
FINANCIALS - 13.3%   
Banks - 4.6%   
Associated Banc-Corp. 461,939 7,820,627 
Bank of Hawaii Corp. 35,815 2,665,352 
Bank OZK 352,702 8,955,104 
BankUnited, Inc. 674,267 20,025,730 
Berkshire Hills Bancorp, Inc. 84,000 2,050,440 
Boston Private Financial Holdings, Inc. 252,961 2,467,635 
Cadence Bancorp Class A 481,471 6,798,371 
Cathay General Bancorp 102,900 3,167,262 
Centerstate Banks of Florida, Inc. 122,023 2,468,525 
CIT Group, Inc. 136,200 5,408,502 
Citizens Financial Group, Inc. 300,900 9,535,521 
Columbia Banking Systems, Inc. 59,159 1,964,079 
Comerica, Inc. 113,581 5,978,904 
Commerce Bancshares, Inc. 204,262 12,468,152 
Cullen/Frost Bankers, Inc. 126,355 9,904,968 
East West Bancorp, Inc. 69,867 2,706,648 
First Citizens Bancshares, Inc. 7,015 3,179,970 
First Financial Bankshares, Inc. 109,338 3,142,374 
First Foundation, Inc. 84,700 1,226,033 
First Hawaiian, Inc. 731,661 17,523,281 
First Horizon National Corp. 94,000 1,253,020 
First Merchants Corp. 79,896 2,794,762 
First Midwest Bancorp, Inc., Delaware 136,820 2,483,283 
FNB Corp., Pennsylvania 271,300 2,737,417 
Fulton Financial Corp. 239,600 3,462,220 
Hancock Whitney Corp. 82,900 2,777,150 
Hanmi Financial Corp. 204,657 3,192,649 
Hope Bancorp, Inc. 395,500 4,829,055 
Huntington Bancshares, Inc. 410,871 5,041,387 
IBERIABANK Corp. 242,907 14,620,572 
KeyCorp 420,100 6,868,635 
PacWest Bancorp 89,800 2,841,272 
Peapack-Gladstone Financial Corp. 57,910 1,589,630 
Peoples Bancorp, Inc. 40,051 1,143,456 
Preferred Bank, Los Angeles 49,509 2,531,395 
Regions Financial Corp. 579,341 7,832,690 
ServisFirst Bancshares, Inc. 196,674 6,795,087 
Signature Bank 94,428 11,812,943 
Sterling Bancorp 362,907 6,016,998 
SVB Financial Group (a) 32,707 6,808,289 
Synovus Financial Corp. 376,712 10,932,182 
TCF Financial Corp. 243,800 8,884,072 
Texas Capital Bancshares, Inc. (a) 135,649 6,386,355 
Umpqua Holdings Corp. 643,836 9,908,636 
United Community Bank, Inc. 209,600 5,191,792 
Webster Financial Corp. 165,857 6,297,590 
Western Alliance Bancorp. 468,639 21,576,140 
Wintrust Financial Corp. 175,596 9,378,582 
Zions Bancorp NA 468,078 18,699,716 
  324,144,453 
Capital Markets - 3.1%   
Alta Equipment Group, Inc. (a)(b) 211,981 1,867,553 
Ares Management Corp. 150,150 5,193,689 
Artisan Partners Asset Management, Inc. 45,546 1,301,705 
Cohen & Steers, Inc. 19,203 1,203,068 
Cowen Group, Inc. Class A 40,800 610,776 
Diamond Hill Investment Group, Inc. 2,914 369,291 
E*TRADE Financial Corp. 292,750 13,402,095 
Eaton Vance Corp. (non-vtg.) 303,676 12,529,672 
Evercore, Inc. Class A 109,013 7,262,446 
FactSet Research Systems, Inc. 68,840 18,310,752 
Federated Hermes, Inc. Class B (non-vtg.) 85,496 2,466,560 
Focus Financial Partners, Inc. Class A (a) 221,115 6,012,117 
FS KKR Capital Corp. 431,000 2,284,300 
Houlihan Lokey 31,131 1,594,530 
Interactive Brokers Group, Inc. 116,821 5,969,553 
Lazard Ltd. Class A 629,243 22,539,484 
Legg Mason, Inc. 202,200 10,073,604 
LPL Financial 282,455 22,449,523 
MarketAxess Holdings, Inc. 33,663 10,917,921 
Moelis & Co. Class A 309,461 9,890,374 
Morningstar, Inc. 105,716 15,529,680 
Newtek Business Services Corp. (b) 142,900 2,709,384 
Oaktree Specialty Lending Corp. 547,600 2,683,240 
PJT Partners, Inc. 48,924 2,199,134 
Prospect Capital Corp. 398,500 2,195,735 
SEI Investments Co. 117,006 6,401,398 
Stifel Financial Corp. 70,134 3,818,095 
Tradeweb Markets, Inc. Class A 88,646 4,274,510 
Victory Capital Holdings, Inc. 521,474 10,309,541 
Waddell & Reed Financial, Inc. Class A (b) 66,804 919,223 
WisdomTree Investments, Inc. 1,775,783 7,209,679 
  214,498,632 
Consumer Finance - 0.9%   
Ally Financial, Inc. 244,300 6,124,601 
Credit Acceptance Corp. (a)(b) 11,066 4,461,811 
CURO Group Holdings Corp. 10,880 100,422 
First Cash Financial Services, Inc. 107,450 8,265,054 
LendingTree, Inc. (a)(b) 35,168 9,700,038 
Navient Corp. 841,965 9,455,267 
Nelnet, Inc. Class A 24,756 1,314,544 
OneMain Holdings, Inc. 121,798 4,476,077 
PRA Group, Inc. (a) 84,854 3,294,032 
Regional Management Corp. (a) 68,700 1,762,155 
SLM Corp. 1,149,676 11,922,140 
  60,876,141 
Diversified Financial Services - 0.3%   
Banco Latinoamericano de Comercio Exterior SA Series E 75,700 1,353,516 
Jefferies Financial Group, Inc. 166,298 3,277,734 
Voya Financial, Inc. 302,517 15,924,495 
  20,555,745 
Insurance - 3.0%   
Alleghany Corp. 7,126 4,790,454 
American Financial Group, Inc. 81,708 7,551,453 
Assurant, Inc. 53,939 6,504,504 
Assured Guaranty Ltd. 223,425 9,117,974 
Axis Capital Holdings Ltd. 109,866 6,165,680 
Brown & Brown, Inc. 76,800 3,303,168 
CNA Financial Corp. 275,632 11,460,779 
CNO Financial Group, Inc. 339,200 5,433,984 
Crawford & Co. Class B 166,972 1,140,419 
eHealth, Inc. (a) 49,843 5,849,076 
Erie Indemnity Co. Class A 17,756 2,537,688 
Everest Re Group Ltd. 86,147 21,354,118 
First American Financial Corp. 231,072 13,194,211 
Genworth Financial, Inc. Class A 149,800 584,220 
Goosehead Insurance 8,039 436,035 
Hanover Insurance Group, Inc. 67,939 8,053,489 
Heritage Insurance Holdings, Inc. 127,900 1,427,364 
Kemper Corp. 102,052 7,025,260 
Kinsale Capital Group, Inc. 130,574 15,860,824 
Lincoln National Corp. 116,200 5,274,318 
National General Holdings Corp. 289,037 5,627,550 
Old Republic International Corp. 338,900 6,683,108 
Palomar Holdings, Inc. 11,289 573,594 
Primerica, Inc. 38,453 4,281,357 
ProAssurance Corp. 44,992 1,221,533 
Reinsurance Group of America, Inc. 179,939 21,957,956 
RLI Corp. 183,252 14,729,796 
Selective Insurance Group, Inc. 70,856 3,952,348 
Universal Insurance Holdings, Inc. 130,193 2,693,693 
Unum Group 241,300 5,624,703 
White Mountains Insurance Group Ltd. 5,565 5,509,907 
  209,920,563 
Mortgage Real Estate Investment Trusts - 0.7%   
AGNC Investment Corp. 234,908 4,002,832 
Annaly Capital Management, Inc. 349,000 3,092,140 
Ares Commercial Real Estate Corp. 118,492 1,808,188 
Blackstone Mortgage Trust, Inc. 92,653 3,341,067 
Chimera Investment Corp. 176,100 3,460,365 
MFA Financial, Inc. 1,089,749 7,878,885 
New York Mortgage Trust, Inc. 403,200 2,298,240 
Redwood Trust, Inc. 477,142 8,149,585 
Starwood Property Trust, Inc. 217,772 4,830,183 
Two Harbors Investment Corp. 697,713 9,454,011 
  48,315,496 
Thrifts & Mortgage Finance - 0.7%   
Axos Financial, Inc. (a) 154,346 3,844,759 
Essent Group Ltd. 430,461 18,785,318 
Farmer Mac Class C (non-vtg.) 27,685 2,078,036 
Meta Financial Group, Inc. 86,650 2,846,453 
MGIC Investment Corp. 490,900 5,905,527 
NMI Holdings, Inc. (a) 65,357 1,525,432 
Radian Group, Inc. 327,090 6,947,392 
Walker & Dunlop, Inc. 130,534 8,465,130 
  50,398,047 
TOTAL FINANCIALS  928,709,077 
HEALTH CARE - 12.5%   
Biotechnology - 2.8%   
AbbVie, Inc. 19,221 1,647,432 
ACADIA Pharmaceuticals, Inc. (a) 69,818 2,984,021 
Agios Pharmaceuticals, Inc. (a) 157,148 7,461,387 
Aimmune Therapeutics, Inc. (a)(b) 160,686 3,825,934 
Akebia Therapeutics, Inc. (a) 198,769 1,763,081 
Allogene Therapeutics, Inc. (a)(b) 68,360 1,845,720 
Anika Therapeutics, Inc. (a) 12,670 529,099 
Applied Genetic Technologies Corp. (a) 232,909 1,101,660 
Arena Pharmaceuticals, Inc. (a) 41,230 1,838,858 
Ascendis Pharma A/S sponsored ADR (a) 19,161 2,498,211 
Aurinia Pharmaceuticals, Inc. (a)(b) 99,100 1,734,250 
BeiGene Ltd. ADR (a) 9,720 1,539,162 
Biohaven Pharmaceutical Holding Co. Ltd. (a) 51,486 2,273,622 
BioMarin Pharmaceutical, Inc. (a) 51,426 4,647,368 
Biospecifics Technologies Corp. (a) 4,729 260,994 
Blueprint Medicines Corp. (a) 75,575 4,090,875 
Castle Biosciences, Inc. (b) 111,369 3,334,388 
Coherus BioSciences, Inc. (a) 98,510 1,906,169 
DBV Technologies SA sponsored ADR (a)(b) 558,497 5,467,686 
Deciphera Pharmaceuticals, Inc. (a) 192,750 10,262,010 
Emergent BioSolutions, Inc. (a) 116,258 6,822,019 
Exact Sciences Corp. (a) 125,780 10,181,891 
Exelixis, Inc. (a) 107,112 1,991,212 
Gilead Sciences, Inc. 93,095 6,457,069 
Global Blood Therapeutics, Inc. (a) 88,955 5,689,562 
Gossamer Bio, Inc. 64,319 844,508 
Halozyme Therapeutics, Inc. (a) 59,566 1,165,707 
Heron Therapeutics, Inc. (a)(b) 376,917 7,029,502 
Immunomedics, Inc. (a) 780,519 12,488,304 
Insmed, Inc. (a) 69,818 1,738,468 
Invitae Corp. (a)(b) 61,977 1,263,091 
Iovance Biotherapeutics, Inc. (a) 87,956 2,894,632 
Kodiak Sciences, Inc. (a) 96,248 6,156,985 
Lexicon Pharmaceuticals, Inc. (a)(b) 18,697 51,884 
Ligand Pharmaceuticals, Inc. Class B (a)(b) 149,916 14,032,138 
Madrigal Pharmaceuticals, Inc. (a)(b) 14,200 1,223,614 
Myriad Genetics, Inc. (a) 32,517 572,950 
Neurocrine Biosciences, Inc. (a) 300,143 28,423,542 
NextCure, Inc. 42,780 1,786,493 
Precision BioSciences, Inc. (a) 114,053 913,565 
PTC Therapeutics, Inc. (a) 44,790 2,456,284 
Puma Biotechnology, Inc. (a)(b) 48,070 516,993 
Repligen Corp. (a) 10,922 934,923 
Sarepta Therapeutics, Inc. (a) 57,280 6,556,842 
Seattle Genetics, Inc. (a) 18,700 2,129,182 
Syros Pharmaceuticals, Inc. (a) 271,513 1,588,351 
Ultragenyx Pharmaceutical, Inc. (a) 47,788 2,679,951 
United Therapeutics Corp. (a) 44,270 4,558,039 
Viking Therapeutics, Inc. (a)(b) 852,840 5,048,813 
  199,208,441 
Health Care Equipment & Supplies - 3.5%   
Abiomed, Inc. (a) 51,629 7,757,774 
Atrion Corp. 1,274 785,179 
AxoGen, Inc. (a) 985,328 12,198,361 
Cantel Medical Corp. 32,497 2,050,561 
Dentsply Sirona, Inc. 54,600 2,688,504 
Endologix, Inc. (a)(b) 452,524 565,655 
Envista Holdings Corp. (a) 193,286 4,905,599 
Glaukos Corp. (a)(b) 36,400 1,600,872 
Hologic, Inc. (a) 45,700 2,153,384 
ICU Medical, Inc. (a) 50,760 9,939,316 
IDEXX Laboratories, Inc. (a) 73,837 18,792,255 
Insulet Corp. (a) 77,985 14,814,810 
Integra LifeSciences Holdings Corp. (a) 162,333 8,457,549 
iRhythm Technologies, Inc. (a) 38,200 3,322,254 
LeMaitre Vascular, Inc. 10,802 307,857 
Masimo Corp. (a) 81,053 13,238,386 
Meridian Bioscience, Inc. 36,888 294,735 
Merit Medical Systems, Inc. (a) 650,941 23,440,385 
Neogen Corp. (a) 46,531 2,826,758 
Nevro Corp. (a) 42,636 5,549,075 
Penumbra, Inc. (a) 36,193 6,002,971 
Quidel Corp. (a) 120,286 9,290,891 
Semler Scientific, Inc. (a) 26,350 1,396,550 
STERIS PLC 160,570 25,469,613 
Teleflex, Inc. 29,531 9,893,476 
The Cooper Companies, Inc. 49,130 15,946,124 
ViewRay, Inc. (a)(b) 273,200 784,084 
West Pharmaceutical Services, Inc. 253,020 38,094,691 
  242,567,669 
Health Care Providers & Services - 2.9%   
Amedisys, Inc. (a) 35,410 6,161,694 
BioTelemetry, Inc. (a) 361,195 15,430,250 
Centene Corp. (a) 301,987 16,011,351 
Chemed Corp. 14,341 5,989,088 
Corvel Corp. (a) 7,983 550,348 
Encompass Health Corp. 325,818 24,384,219 
Five Star Sr Living, Inc. (a) 40,440 191,686 
Guardant Health, Inc. (a) 77,893 6,773,575 
HealthEquity, Inc. (a) 272,924 19,374,875 
Henry Schein, Inc. (a) 129,169 7,871,559 
LHC Group, Inc. (a) 52,790 6,411,873 
MEDNAX, Inc. (a) 966,893 16,524,201 
Molina Healthcare, Inc. (a) 214,532 26,290,897 
Owens & Minor, Inc. 266,300 1,818,829 
Patterson Companies, Inc. 123,978 2,949,437 
PetIQ, Inc. Class A (a)(b) 118,003 3,669,893 
Premier, Inc. (a) 464,348 13,665,762 
Quest Diagnostics, Inc. 80,100 8,495,406 
R1 RCM, Inc. (a) 117,400 1,441,672 
RadNet, Inc. (a) 106,700 2,179,881 
Select Medical Holdings Corp. (a) 318,986 7,636,525 
U.S. Physical Therapy, Inc. 10,900 1,135,998 
Universal Health Services, Inc. Class B 59,264 7,333,327 
  202,292,346 
Health Care Technology - 0.3%   
Change Healthcare, Inc. (b) 305,114 4,146,499 
Teladoc Health, Inc. (a)(b) 70,510 8,810,930 
Veeva Systems, Inc. Class A (a) 48,530 6,889,804 
  19,847,233 
Life Sciences Tools & Services - 1.5%   
10X Genomics, Inc. (a)(b) 53,556 4,268,413 
Accelerate Diagnostics, Inc. (a)(b) 86,900 1,113,189 
Avantor, Inc. 240,767 3,792,080 
Bio-Rad Laboratories, Inc. Class A (a) 45,088 15,871,878 
Bio-Techne Corp. 21,002 3,967,068 
Bruker Corp. 143,540 6,252,602 
ICON PLC (a) 121,660 18,986,260 
Medpace Holdings, Inc. (a) 23,276 2,093,443 
PerkinElmer, Inc. 61,055 5,277,594 
PPD, Inc. 111,792 3,116,761 
Quanterix Corp. (a) 156,403 3,567,552 
Syneos Health, Inc. (a) 534,084 33,834,221 
  102,141,061 
Pharmaceuticals - 1.5%   
Aerie Pharmaceuticals, Inc. (a)(b) 154,804 2,709,070 
Catalent, Inc. (a) 370,738 19,104,129 
Collegium Pharmaceutical, Inc. (a) 98,541 2,340,349 
GW Pharmaceuticals PLC ADR (a)(b) 98,396 10,066,895 
Horizon Pharma PLC (a) 344,830 11,800,083 
Innoviva, Inc. (a) 216,035 2,909,991 
Jazz Pharmaceuticals PLC (a) 119,535 13,696,320 
Lannett Co., Inc. (a)(b) 177,600 1,545,120 
Nektar Therapeutics (a)(b) 114,161 2,375,690 
OptiNose, Inc. (a) 126,648 766,220 
Pacira Biosciences, Inc. (a) 77,821 3,375,875 
Prestige Brands Holdings, Inc. (a) 204,740 7,649,086 
Reata Pharmaceuticals, Inc. (a) 29,723 5,788,554 
Revance Therapeutics, Inc. (a) 585,966 13,547,534 
Supernus Pharmaceuticals, Inc. (a) 149,063 2,681,643 
Zogenix, Inc. (a) 61,185 1,534,520 
Zynerba Pharmaceuticals, Inc. (a)(b) 373,391 1,590,646 
  103,481,725 
TOTAL HEALTH CARE  869,538,475 
INDUSTRIALS - 17.5%   
Aerospace & Defense - 1.3%   
AAR Corp. 168,059 5,806,438 
Arconic, Inc. 146,121 4,288,651 
Axon Enterprise, Inc. (a) 86,429 6,687,012 
Curtiss-Wright Corp. 28,451 3,412,413 
HEICO Corp. 36,961 3,986,244 
HEICO Corp. Class A 180,941 15,982,519 
Hexcel Corp. 89,720 5,798,604 
Huntington Ingalls Industries, Inc. 68,478 14,074,283 
Mercury Systems, Inc. (a) 104,530 7,678,774 
National Presto Industries, Inc. 4,291 337,187 
Spirit AeroSystems Holdings, Inc. Class A 111,400 5,886,376 
Teledyne Technologies, Inc. (a) 37,511 12,653,211 
Textron, Inc. 188,705 7,661,423 
  94,253,135 
Air Freight & Logistics - 0.6%   
Atlas Air Worldwide Holdings, Inc. (a) 75,884 2,027,620 
C.H. Robinson Worldwide, Inc. 134,743 9,283,793 
Forward Air Corp. 223,314 13,177,759 
Hub Group, Inc. Class A (a) 119,342 5,517,181 
XPO Logistics, Inc. (a) 171,166 12,661,149 
  42,667,502 
Airlines - 0.7%   
Alaska Air Group, Inc. 298,653 15,070,030 
Azul SA sponsored ADR (a) 220,600 6,507,700 
Hawaiian Holdings, Inc. 252,753 5,277,483 
JetBlue Airways Corp. (a) 520,555 8,214,358 
SkyWest, Inc. 254,979 11,576,047 
Spirit Airlines, Inc. (a) 60,966 1,734,483 
  48,380,101 
Building Products - 1.5%   
A.O. Smith Corp. 128,828 5,095,147 
AAON, Inc. 36,405 2,002,639 
Apogee Enterprises, Inc. 76,492 2,309,293 
Armstrong World Industries, Inc. 197,567 19,786,335 
CSW Industrials, Inc. 13,615 896,412 
Fortune Brands Home & Security, Inc. 294,425 18,180,744 
Lennox International, Inc. 41,600 9,490,208 
Masonite International Corp. (a) 209,048 15,365,028 
Owens Corning 146,711 8,287,704 
Patrick Industries, Inc. 164,447 8,687,735 
Simpson Manufacturing Co. Ltd. 37,054 2,943,199 
Trex Co., Inc. (a) 120,523 11,528,025 
  104,572,469 
Commercial Services & Supplies - 3.4%   
ABM Industries, Inc. 751,358 24,734,705 
ACCO Brands Corp. 471,306 3,775,161 
Brady Corp. Class A 261,542 12,381,398 
Casella Waste Systems, Inc. Class A (a) 110,339 5,345,925 
Cimpress PLC (a)(b) 191,684 22,313,934 
Clean Harbors, Inc. (a) 311,625 21,664,170 
Copart, Inc. (a) 53,381 4,509,627 
Deluxe Corp. 115,130 3,833,829 
Harsco Corp. (a) 247,886 2,972,153 
Healthcare Services Group, Inc. (b) 369,853 10,185,752 
Herman Miller, Inc. 235,447 8,061,705 
IAA Spinco, Inc. (a) 607,244 25,941,464 
KAR Auction Services, Inc. 494,153 9,512,445 
MSA Safety, Inc. 186,800 22,727,956 
Pitney Bowes, Inc. 367,000 1,255,140 
Ritchie Bros. Auctioneers, Inc. 388,714 15,431,946 
Steelcase, Inc. Class A 279,500 4,533,490 
The Brink's Co. 69,394 5,432,856 
UniFirst Corp. 13,822 2,568,266 
Waste Connection, Inc. (United States) 290,434 28,023,977 
  235,205,899 
Construction & Engineering - 0.6%   
AECOM (a) 118,174 5,310,740 
Aegion Corp. (a) 219,922 3,960,795 
Jacobs Engineering Group, Inc. 60,020 5,542,247 
Quanta Services, Inc. 203,877 7,773,830 
Tutor Perini Corp. (a) 479,549 6,953,461 
Williams Scotsman Corp. (a) 670,703 11,764,131 
  41,305,204 
Electrical Equipment - 1.2%   
Acuity Brands, Inc. 68,219 7,017,006 
AMETEK, Inc. 52,852 4,545,272 
EnerSys 209,097 12,876,193 
Generac Holdings, Inc. (a) 159,650 16,442,354 
Hubbell, Inc. Class B 48,988 6,527,161 
nVent Electric PLC 146,194 3,510,118 
Regal Beloit Corp. 151,860 11,790,410 
Sensata Technologies, Inc. PLC (a) 470,001 19,176,041 
Vicor Corp. (a) 31,111 1,345,240 
  83,229,795 
Industrial Conglomerates - 0.2%   
Carlisle Companies, Inc. 83,775 12,171,670 
Raven Industries, Inc. 32,056 920,328 
  13,091,998 
Machinery - 4.4%   
Alamo Group, Inc. 35,530 3,935,658 
Allison Transmission Holdings, Inc. 298,359 12,113,375 
Donaldson Co., Inc. 114,494 5,161,390 
Douglas Dynamics, Inc. 168,685 7,342,858 
Flowserve Corp. 66,800 2,684,692 
Gardner Denver Holdings, Inc. 225,982 7,409,950 
Gates Industrial Corp. PLC (a) 625,986 6,547,814 
Gorman-Rupp Co. 16,997 543,734 
Graco, Inc. 149,026 7,349,962 
Hillenbrand, Inc. 66,020 1,544,868 
IDEX Corp. 191,721 28,374,708 
ITT, Inc. 78,434 4,717,805 
John Bean Technologies Corp. 176,938 17,138,215 
Kennametal, Inc. 425,465 11,827,927 
Lincoln Electric Holdings, Inc. 265,852 21,770,620 
Meritor, Inc. (a) 219,680 4,984,539 
Middleby Corp. (a) 141,821 15,857,006 
Nordson Corp. 91,419 13,283,181 
Oshkosh Corp. 87,500 6,313,125 
Proto Labs, Inc. (a) 24,279 2,127,812 
RBC Bearings, Inc. (a) 89,808 15,374,232 
Rexnord Corp. 107,932 3,147,297 
Snap-On, Inc. 98,941 14,321,710 
Tennant Co. 211,094 15,101,665 
Terex Corp. 169,652 3,734,041 
Timken Co. 98,800 4,430,192 
Toro Co. 411,044 29,360,873 
Trinity Industries, Inc. 206,600 4,204,310 
WABCO Holdings, Inc. (a) 46,727 6,312,818 
Welbilt, Inc. (a) 467,340 6,178,235 
Woodward, Inc. 235,916 24,346,531 
  307,541,143 
Marine - 0.4%   
Kirby Corp. (a) 183,710 11,711,513 
Matson, Inc. 466,246 15,484,030 
  27,195,543 
Professional Services - 1.2%   
ASGN, Inc. (a) 118,436 6,005,890 
Barrett Business Services, Inc. 6,581 394,202 
CoStar Group, Inc. (a) 15,491 10,341,637 
Exponent, Inc. 46,585 3,430,985 
FTI Consulting, Inc. (a) 128,095 14,422,216 
Huron Consulting Group, Inc. (a) 38,401 2,278,715 
InnerWorkings, Inc. (a) 1,070,483 3,361,317 
Kforce, Inc. 19,612 597,382 
Manpower, Inc. 147,468 11,198,720 
Robert Half International, Inc. 108,772 5,483,197 
TriNet Group, Inc. (a) 473,812 25,045,702 
  82,559,963 
Road & Rail - 1.0%   
Heartland Express, Inc. 574,107 10,282,256 
Kansas City Southern 33,100 4,987,508 
Knight-Swift Transportation Holdings, Inc. Class A 705,493 22,533,446 
Landstar System, Inc. 200,432 20,237,619 
Lyft, Inc. 156,842 5,978,817 
Old Dominion Freight Lines, Inc. 20,000 3,876,000 
Ryder System, Inc. 6,760 257,150 
Schneider National, Inc. Class B 81,500 1,459,665 
Uber Technologies, Inc. 103,295 3,498,602 
  73,111,063 
Trading Companies & Distributors - 1.0%   
Air Lease Corp. Class A 160,244 6,146,960 
Applied Industrial Technologies, Inc. 145,548 8,585,877 
BMC Stock Holdings, Inc. (a) 78,412 1,923,446 
EVI Industries, Inc. (a)(b) 85,959 1,897,115 
HD Supply Holdings, Inc. (a) 89,697 3,410,280 
Kaman Corp. 25,080 1,390,937 
MRC Global, Inc. (a) 421,332 3,665,588 
MSC Industrial Direct Co., Inc. Class A 63,263 3,910,919 
SiteOne Landscape Supply, Inc. (a) 130,831 12,984,977 
Transcat, Inc. (a) 143,838 4,155,480 
Triton International Ltd. 186,565 6,412,239 
United Rentals, Inc. (a) 57,400 7,604,352 
Watsco, Inc. 21,442 3,365,965 
WESCO International, Inc. (a) 93,641 3,799,015 
  69,253,150 
TOTAL INDUSTRIALS  1,222,366,965 
INFORMATION TECHNOLOGY - 20.0%   
Communications Equipment - 0.6%   
CalAmp Corp. (a) 89,464 860,644 
Ciena Corp. (a) 450,520 17,322,494 
CommScope Holding Co., Inc. (a) 175,568 1,933,004 
F5 Networks, Inc. (a) 31,787 3,812,851 
Juniper Networks, Inc. 304,600 6,463,612 
KVH Industries, Inc. (a) 277,851 2,895,207 
NetScout Systems, Inc. (a) 256,995 6,604,772 
Viavi Solutions, Inc. (a) 242,110 3,193,431 
  43,086,015 
Electronic Equipment & Components - 2.6%   
Arrow Electronics, Inc. (a) 118,632 7,955,462 
Avnet, Inc. 139,243 4,271,975 
Badger Meter, Inc. 26,102 1,571,601 
Belden, Inc. 783,415 31,281,761 
Cognex Corp. 419,347 18,677,715 
Coherent, Inc. (a) 21,944 2,824,412 
Dolby Laboratories, Inc. Class A 57,316 3,765,661 
Flextronics International Ltd. (a) 240,795 2,675,232 
FLIR Systems, Inc. 118,527 5,033,842 
Insight Enterprises, Inc. (a) 96,663 5,325,165 
IPG Photonics Corp. (a) 57,090 7,286,968 
Jabil, Inc. 250,281 8,021,506 
Littelfuse, Inc. 46,520 7,428,314 
National Instruments Corp. 100,790 4,059,821 
Novanta, Inc. (a) 64,366 5,742,091 
Par Technology Corp. (a)(b) 105,957 2,806,801 
Powerfleet, Inc. (a) 431,273 3,040,475 
Rogers Corp. (a) 43,927 5,095,532 
Sanmina Corp. (a) 129,900 3,415,071 
ScanSource, Inc. (a) 71,700 2,038,431 
SYNNEX Corp. 126,479 15,813,669 
Trimble, Inc. (a) 425,558 16,801,030 
TTM Technologies, Inc. (a) 774,721 10,063,626 
Vishay Intertechnology, Inc. 296,159 5,538,173 
  180,534,334 
IT Services - 3.7%   
Akamai Technologies, Inc. (a) 46,921 4,059,136 
Alliance Data Systems Corp. 28,502 2,447,752 
Amdocs Ltd. 454,656 28,984,320 
Black Knight, Inc. (a) 148,121 9,881,152 
Booz Allen Hamilton Holding Corp. Class A 156,022 11,124,369 
Broadridge Financial Solutions, Inc. 38,480 4,015,773 
CACI International, Inc. Class A (a) 7,277 1,783,011 
Cass Information Systems, Inc. 10,781 506,168 
CoreLogic, Inc. 218,805 9,927,183 
EPAM Systems, Inc. (a) 15,268 3,407,818 
Equiniti Group PLC (c) 3,578,288 9,284,839 
Euronet Worldwide, Inc. (a) 262,670 32,581,587 
EVERTEC, Inc. 165,417 4,909,577 
Gartner, Inc. (a) 79,251 10,254,287 
Genpact Ltd. 149,980 5,768,231 
GoDaddy, Inc. (a) 258,445 18,085,981 
Hackett Group, Inc. 23,709 365,119 
International Money Express, Inc. (a) 63,193 595,278 
Jack Henry & Associates, Inc. 52,357 7,944,651 
Maximus, Inc. 158,800 10,007,576 
NIC, Inc. 59,688 1,091,694 
Science Applications International Corp. 56,236 4,506,191 
Switch, Inc. Class A 803,839 11,527,051 
Sykes Enterprises, Inc. (a) 65,190 2,065,219 
The Western Union Co. 154,700 3,463,733 
Ttec Holdings, Inc. 127,396 4,768,432 
Twilio, Inc. Class A (a) 43,862 4,940,616 
Unisys Corp. (a) 634,237 9,849,701 
Virtusa Corp. (a) 117,556 5,185,395 
WEX, Inc. (a) 83,250 15,587,730 
Wix.com Ltd. (a) 77,678 10,411,182 
WNS Holdings Ltd. sponsored ADR (a) 99,101 6,524,810 
  255,855,562 
Semiconductors & Semiconductor Equipment - 2.7%   
Ambarella, Inc. (a) 21,196 1,260,102 
AXT, Inc. (a) 344,076 1,197,384 
Cabot Microelectronics Corp. 105,999 14,763,541 
Cirrus Logic, Inc. (a) 50,300 3,452,592 
Cree, Inc. (a) 44,922 2,009,361 
Cypress Semiconductor Corp. 444,520 10,263,967 
Diodes, Inc. (a) 156,600 6,891,966 
Entegris, Inc. 186,232 9,929,890 
Impinj, Inc. (a)(b) 123,765 3,805,774 
Inphi Corp. (a) 62,710 4,681,929 
Kulicke & Soffa Industries, Inc. 327,565 7,478,309 
Lattice Semiconductor Corp. (a) 290,281 5,210,544 
Maxim Integrated Products, Inc. 228,780 12,724,744 
MaxLinear, Inc. Class A (a) 322,594 4,987,303 
MKS Instruments, Inc. 57,590 5,769,942 
Monolithic Power Systems, Inc. 74,028 11,743,802 
NVE Corp. 4,312 272,820 
ON Semiconductor Corp. (a) 2,109,388 39,361,180 
Power Integrations, Inc. 25,082 2,183,388 
Qorvo, Inc. (a) 60,515 6,086,599 
Semtech Corp. (a) 252,103 9,955,547 
Silicon Laboratories, Inc. (a) 87,232 7,735,734 
Skyworks Solutions, Inc. 15,600 1,562,808 
Teradyne, Inc. 123,884 7,279,424 
Universal Display Corp. 56,899 9,034,992 
  189,643,642 
Software - 10.0%   
2U, Inc. (a) 739,773 17,392,063 
8x8, Inc. (a) 29,251 541,144 
ACI Worldwide, Inc. (a) 599,204 16,699,815 
Alarm.com Holdings, Inc. (a) 48,266 2,328,835 
American Software, Inc. Class A 24,402 401,413 
Anaplan, Inc. (a) 117,424 5,277,035 
ANSYS, Inc. (a) 16,914 4,096,402 
Aspen Technology, Inc. (a) 187,970 20,020,685 
Avalara, Inc. (a) 69,483 5,888,684 
Blackbaud, Inc. 32,300 2,189,940 
Box, Inc. Class A (a) 134,100 2,246,175 
CDK Global, Inc. 432,809 19,917,870 
Cerence, Inc. (a) 149,984 3,256,153 
ChannelAdvisor Corp. (a) 329,440 3,136,269 
Citrix Systems, Inc. 17,000 1,757,630 
CommVault Systems, Inc. (a) 192,315 8,019,536 
Cornerstone OnDemand, Inc. (a) 370,455 15,199,769 
Coupa Software, Inc. (a) 101,410 15,186,148 
DocuSign, Inc. (a) 113,610 9,805,679 
Domo, Inc. Class B (a) 81,613 1,721,218 
Dynatrace, Inc. 161,473 5,215,578 
Ebix, Inc. (b) 35,369 935,156 
Elastic NV (a) 60,250 4,450,065 
Enghouse Systems Ltd. 199,711 7,573,321 
Everbridge, Inc. (a) 82,085 8,673,101 
Fair Isaac Corp. (a) 64,450 24,235,134 
FireEye, Inc. (a) 698,773 9,248,261 
Guidewire Software, Inc. (a) 113,188 12,406,537 
HubSpot, Inc. (a) 48,497 8,702,787 
Instructure, Inc. (a) 32,100 1,565,196 
j2 Global, Inc. 647,084 56,509,846 
LivePerson, Inc. (a) 471,152 12,466,682 
LogMeIn, Inc. 511,330 43,583,213 
Manhattan Associates, Inc. (a) 150,397 10,130,742 
Mimecast Ltd. (a) 190,403 7,538,055 
Model N, Inc. (a) 41,292 1,197,468 
New Relic, Inc. (a) 133,525 7,512,117 
Nortonlifelock, Inc. 79,400 1,510,982 
Nuance Communications, Inc. (a) 1,217,578 26,324,036 
Palo Alto Networks, Inc. (a) 9,358 1,727,674 
Parametric Technology Corp. (a) 31,800 2,402,490 
Paycom Software, Inc. (a) 72,852 20,591,618 
Paylocity Holding Corp. (a) 28,373 3,674,871 
Pluralsight, Inc. (a) 647,215 11,539,843 
Proofpoint, Inc. (a) 125,330 13,366,445 
Q2 Holdings, Inc. (a) 164,532 12,400,777 
Qualys, Inc. (a) 92,934 7,451,448 
Rapid7, Inc. (a) 124,649 5,771,249 
RealPage, Inc. (a) 273,754 17,547,631 
RingCentral, Inc. (a) 126,710 29,871,883 
SharpSpring, Inc. (a)(b) 90,437 1,030,982 
Slack Technologies, Inc. Class A (a)(b) 92,190 2,490,974 
Smartsheet, Inc. (a) 120,694 5,588,132 
SolarWinds, Inc. (a) 993,749 18,106,107 
Splunk, Inc. (a) 115,448 17,008,954 
Sprout Social, Inc. (a)(b) 128,905 2,532,983 
SS&C Technologies Holdings, Inc. 771,475 42,816,863 
The Trade Desk, Inc. (a) 50,959 14,637,973 
Tyler Technologies, Inc. (a) 54,860 17,190,381 
Upland Software, Inc. (a) 482,926 18,790,651 
Verint Systems, Inc. (a) 137,979 7,572,288 
Yext, Inc. (a)(b) 93,640 1,419,582 
Zendesk, Inc. (a) 65,020 5,156,736 
Zix Corp. (a) 903,344 7,118,351 
Zoom Video Communications, Inc. Class A (b) 18,764 1,970,220 
  694,637,846 
Technology Hardware, Storage & Peripherals - 0.4%   
NCR Corp. (a) 462,063 11,643,988 
Quantum Corp. (a) 359,896 1,875,058 
Seagate Technology LLC 127,000 6,089,650 
Western Digital Corp. 86,260 4,792,606 
Xerox Holdings Corp. 164,200 5,287,240 
  29,688,542 
TOTAL INFORMATION TECHNOLOGY  1,393,445,941 
MATERIALS - 3.7%   
Chemicals - 1.5%   
Axalta Coating Systems Ltd. (a) 402,436 10,028,705 
Cabot Corp. 76,213 2,848,842 
Celanese Corp. Class A 57,600 5,399,424 
CF Industries Holdings, Inc. 54,000 1,990,440 
Chase Corp. 6,466 574,116 
Eastman Chemical Co. 114,700 7,055,197 
FMC Corp. 77,292 7,195,885 
Huntsman Corp. 539,093 10,210,421 
Ingevity Corp. (a) 108,110 4,869,274 
Innospec, Inc. 43,475 3,762,327 
Minerals Technologies, Inc. 80,014 3,590,228 
NewMarket Corp. 7,964 3,094,731 
Olin Corp. 112,470 1,820,889 
Orion Engineered Carbons SA 300,226 4,266,211 
PQ Group Holdings, Inc. (a) 246,755 3,274,439 
Quaker Chemical Corp. (b) 58,841 9,271,576 
Sensient Technologies Corp. 37,853 1,861,611 
Stepan Co. 18,163 1,595,256 
The Chemours Co. LLC 183,400 2,725,324 
The Mosaic Co. 136,573 2,325,838 
Trinseo SA 336,467 7,361,898 
Valvoline, Inc. 391,390 7,632,105 
Venator Materials PLC (a) 242,645 647,862 
Westlake Chemical Corp. 72,748 4,064,431 
  107,467,030 
Construction Materials - 0.1%   
Eagle Materials, Inc. 40,925 3,230,210 
Summit Materials, Inc. (a) 86,100 1,682,394 
  4,912,604 
Containers & Packaging - 1.5%   
Aptargroup, Inc. 299,641 30,284,716 
CCL Industries, Inc. Class B 143,078 4,723,253 
Crown Holdings, Inc. (a) 218,045 15,372,173 
Graphic Packaging Holding Co. 1,560,396 21,096,554 
Greif, Inc. Class A 111,900 3,954,546 
O-I Glass, Inc. 379,289 4,096,321 
Packaging Corp. of America 85,700 7,766,134 
Sealed Air Corp. 330,111 10,005,664 
WestRock Co. 155,117 5,157,640 
  102,457,001 
Metals & Mining - 0.5%   
Carpenter Technology Corp. 158,397 5,821,090 
Cleveland-Cliffs, Inc. (b) 474,100 2,754,521 
Ferroglobe Representation & Warranty Insurance (a)(d) 495,885 
Kaiser Aluminum Corp. 23,694 2,240,268 
Reliance Steel & Aluminum Co. 122,024 12,481,835 
Royal Gold, Inc. 24,400 2,353,868 
Steel Dynamics, Inc. 80,000 2,130,400 
SunCoke Energy, Inc. 562,840 2,594,692 
Worthington Industries, Inc. 36,044 1,146,199 
  31,522,878 
Paper & Forest Products - 0.1%   
Domtar Corp. 79,600 2,290,092 
Neenah, Inc. 15,061 870,074 
Schweitzer-Mauduit International, Inc. 161,978 5,461,898 
  8,622,064 
TOTAL MATERIALS  254,981,577 
REAL ESTATE - 4.9%   
Equity Real Estate Investment Trusts (REITs) - 4.6%   
American Campus Communities, Inc. 188,726 8,198,257 
Americold Realty Trust 206,508 6,333,600 
Apartment Investment & Management Co. Class A 64,100 3,066,544 
Brandywine Realty Trust (SBI) 338,200 4,592,756 
Brixmor Property Group, Inc. 313,300 5,705,193 
Camden Property Trust (SBI) 87,051 9,225,665 
CBL & Associates Properties, Inc. 226,300 120,120 
Chatham Lodging Trust 2,914 40,621 
City Office REIT, Inc. 182,900 2,121,640 
Colony Capital, Inc. 475,708 1,883,804 
CoreCivic, Inc. 159,700 2,365,157 
CorEnergy Infrastructure Trust, Inc. 84,100 2,935,090 
CoreSite Realty Corp. 34,700 3,599,431 
Cousins Properties, Inc. 254,825 9,094,704 
CubeSmart 589,883 17,855,758 
CyrusOne, Inc. 42,350 2,565,563 
DiamondRock Hospitality Co. 461,700 4,210,704 
Easterly Government Properties, Inc. 263,159 6,255,289 
EastGroup Properties, Inc. 125,981 15,839,591 
Empire State Realty Trust, Inc. 514,554 6,020,282 
Equity Commonwealth 267,182 8,405,546 
Franklin Street Properties Corp. 275,093 1,961,413 
Gaming & Leisure Properties 126,866 5,667,104 
Global Net Lease, Inc. 190,184 3,508,895 
Government Properties Income Trust 132,285 3,853,462 
Healthcare Trust of America, Inc. 113,800 3,543,732 
Hospitality Properties Trust (SBI) 254,722 4,605,374 
Industrial Logistics Properties Trust 136,179 2,813,458 
Lamar Advertising Co. Class A 76,198 6,380,821 
Medical Properties Trust, Inc. 169,200 3,575,196 
MGM Growth Properties LLC 273,915 7,861,361 
Mid-America Apartment Communities, Inc. 113,657 14,691,304 
National Retail Properties, Inc. 342,779 17,430,312 
Omega Healthcare Investors, Inc. 140,200 5,551,920 
Outfront Media, Inc. 804,115 21,180,389 
Park Hotels & Resorts, Inc. 279,576 5,105,058 
Physicians Realty Trust 297,910 5,618,583 
Piedmont Office Realty Trust, Inc. Class A 469,700 10,140,823 
Preferred Apartment Communities, Inc. Class A 234,200 2,234,268 
Retail Value, Inc. 38,179 1,060,994 
RLJ Lodging Trust 556,959 7,357,428 
Ryman Hospitality Properties, Inc. 45,966 3,195,097 
Sabra Health Care REIT, Inc. 406,300 7,943,165 
Senior Housing Properties Trust (SBI) 596,834 3,754,086 
SITE Centers Corp. 357,750 4,117,703 
SL Green Realty Corp. 23,011 1,804,983 
Spirit Realty Capital, Inc. 45,405 2,065,928 
Stag Industrial, Inc. 310,349 8,683,565 
Summit Hotel Properties, Inc. 198,800 1,842,876 
Sun Communities, Inc. 54,144 8,277,535 
Tanger Factory Outlet Centers, Inc. 210,900 2,526,582 
The GEO Group, Inc. 154,500 2,261,880 
VEREIT, Inc. 1,265,900 10,962,694 
Washington Prime Group, Inc. (b) 365,000 1,003,750 
Weingarten Realty Investors (SBI) 94,200 2,536,806 
Xenia Hotels & Resorts, Inc. 257,700 3,855,192 
  319,409,052 
Real Estate Management & Development - 0.3%   
Cushman & Wakefield PLC (a) 716,856 13,039,611 
FirstService Corp. 25,265 2,506,830 
Howard Hughes Corp. (a) 18,300 1,974,204 
Jones Lang LaSalle, Inc. 27,403 4,049,341 
Marcus & Millichap, Inc. (a) 12,785 408,609 
The RMR Group, Inc. 6,213 231,496 
  22,210,091 
TOTAL REAL ESTATE  341,619,143 
UTILITIES - 1.2%   
Electric Utilities - 0.5%   
Alliant Energy Corp. 195,783 10,204,210 
Evergy, Inc. 12,600 823,410 
PNM Resources, Inc. 165,634 7,798,049 
Portland General Electric Co. 277,466 15,096,925 
  33,922,594 
Gas Utilities - 0.2%   
National Fuel Gas Co. 107,300 3,928,253 
South Jersey Industries, Inc. 80,400 2,174,820 
Southwest Gas Holdings, Inc. 53,948 3,489,357 
  9,592,430 
Independent Power and Renewable Electricity Producers - 0.2%   
NRG Energy, Inc. 43,100 1,431,351 
The AES Corp. 324,952 5,436,447 
Vistra Energy Corp. 497,030 9,557,887 
  16,425,685 
Multi-Utilities - 0.3%   
Black Hills Corp. 78,386 5,659,469 
MDU Resources Group, Inc. 103,800 2,878,374 
NorthWestern Energy Corp. 192,317 13,527,578 
  22,065,421 
TOTAL UTILITIES  82,006,130 
TOTAL COMMON STOCKS   
(Cost $5,977,633,740)  6,518,981,304 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(d)(e)   
(Cost $257,662) 6,381 291,995 
Equity Funds - 4.5%   
Mid-Cap Blend Funds - 1.6%   
Fidelity SAI Small-Mid Cap 500 Index Fund (f) 9,390,840 109,403,255 
Sector Funds - 1.4%   
Fidelity SAI Real Estate Index Fund (f) 9,065,287 99,990,120 
Small Blend Funds - 1.5%   
Fidelity Small Cap Index Fund (f) 5,763,672 107,434,853 
TOTAL EQUITY FUNDS   
(Cost $333,092,296)  316,828,228 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.82% 3/19/20 (g)   
(Cost $79,928) 80,000 79,946 
 Shares Value 
Money Market Funds - 4.9%   
Fidelity Cash Central Fund 1.60% (h) 5,407,315 5,408,397 
Fidelity Securities Lending Cash Central Fund 1.60% (h)(i) 191,485,777 191,504,925 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.53% (j) 146,566,857 146,566,857 
TOTAL MONEY MARKET FUNDS   
(Cost $343,480,179)  343,480,179 
TOTAL INVESTMENT IN SECURITIES - 102.9%   
(Cost $6,654,543,805)  7,179,661,652 
NET OTHER ASSETS (LIABILITIES) - (2.9)%  (204,315,321) 
NET ASSETS - 100%  $6,975,346,331 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini Russell 2000 Index Contracts (United States) March 2020 $589,960 $(60,368) $(60,368) 
CME E-mini S&P MidCap 400 Index Contracts (United States) March 2020 906,100 (93,997) (93,997) 
TOTAL FUTURES CONTRACTS     $(154,365) 

The notional amount of futures purchased as a percentage of Net Assets is 0.0%

Legend

 (a) Non-income producing

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

 (c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $14,000,024 or 0.2% of net assets.

 (d) Level 3 security

 (e) 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 $291,995 or 0.0% of net assets.

 (f) Affiliated Fund

 (g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $79,946.

 (h) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
The Honest Co., Inc. Series D 9/25/15 $257,662 

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 $57,440 
Fidelity Securities Lending Cash Central Fund 1,804,422 
Total $1,861,862 

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 Underlying Funds, excluding any Money Market Central Funds, is presented below. Exchanges between classes of the same affiliated Underlying Funds may occur. Certain Underlying Funds incurred name changes since their most recent shareholder report. The names of the Underlying Funds are those in effect at period end.

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Realized Gain (loss) Change in Unrealized appreciation (depreciation) Value, end of period 
Fidelity SAI Real Estate Index Fund $99,325,713 $4,003,420 $-- $4,003,423 $-- $(3,339,013) $99,990,120 
Fidelity SAI Small-Mid Cap 500 Index Fund 166,666,203 581,440,363 642,513,981 8,154,696 40,183,107 (36,372,437) 109,403,255 
Fidelity Small Cap Index Fund 166,544,687 582,308,796 638,419,698 6,267,414 25,069,200 (28,068,132) 107,434,853 
Total $432,536,603 $1,167,752,579 $1,280,933,679 $18,425,533 $65,252,307 $(67,779,582) $316,828,228 

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 February 29, 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 
Investments in Securities:     
Equities:     
Communication Services $189,567,392 $184,852,207 $4,715,185 $-- 
Consumer Discretionary 876,007,470 875,715,475 -- 291,995 
Consumer Staples 263,590,454 263,590,454 -- -- 
Energy 97,440,675 97,440,675 -- -- 
Financials 928,709,077 928,709,077 -- -- 
Health Care 869,538,475 869,538,475 -- -- 
Industrials 1,222,366,965 1,222,366,965 -- -- 
Information Technology 1,393,445,941 1,384,161,102 9,284,839 -- 
Materials 254,981,577 254,981,572 -- 
Real Estate 341,619,143 341,619,143 -- -- 
Utilities 82,006,130 82,006,130 -- -- 
Equity Funds 316,828,228 316,828,228 -- -- 
Other Short-Term Investments 79,946 -- 79,946 -- 
Money Market Funds 343,480,179 343,480,179 -- -- 
Total Investments in Securities: $7,179,661,652 $7,165,289,682 $14,079,970 $292,000 
Derivative Instruments:     
Liabilities     
Futures Contracts $(154,365) $(154,365) $-- $-- 
Total Liabilities $(154,365) $(154,365) $-- $-- 
Total Derivative Instruments: $(154,365) $(154,365) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 29, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $0 $(154,365) 
Total Equity Risk (154,365) 
Total Value of Derivatives $0 $(154,365) 

 (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).

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


Financial Statements

Statement of Assets and Liabilities

  February 29, 2020 
Assets   
Investment in securities, at value (including securities loaned of $182,828,238) — See accompanying schedule:
Unaffiliated issuers (cost $6,124,538,187) 
$6,665,920,102  
Fidelity Central Funds (cost $196,913,322) 196,913,322  
Other affiliated issuers (cost $333,092,296) 316,828,228  
Total Investment in Securities (cost $6,654,543,805)  $7,179,661,652 
Receivable for investments sold  70,806,126 
Receivable for fund shares sold  2,678,239 
Dividends receivable  6,368,053 
Interest receivable  207,094 
Distributions receivable from Fidelity Central Funds  208,728 
Other receivables  258,172 
Total assets  7,260,188,064 
Liabilities   
Payable to custodian bank $5,334,730  
Payable for investments purchased 76,267,918  
Payable for fund shares redeemed 8,956,217  
Accrued management fee 2,507,582  
Payable for daily variation margin on futures contracts 23,276  
Other payables and accrued expenses 245,019  
Collateral on securities loaned 191,506,991  
Total liabilities  284,841,733 
Net Assets  $6,975,346,331 
Net Assets consist of:   
Paid in capital  $6,366,926,968 
Total accumulated earnings (loss)  608,419,363 
Net Assets  $6,975,346,331 
Net Asset Value, offering price and redemption price per share ($6,975,346,331 ÷ 541,845,490 shares)  $12.87 

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


Statement of Operations

  Year ended February 29, 2020 
Investment Income   
Dividends:   
Unaffiliated issuers  $93,305,652 
Affiliated issuers  9,348,621 
Interest  3,720,904 
Income from Fidelity Central Funds (including $1,804,422 from security lending)  1,861,862 
Total income  108,237,039 
Expenses   
Management fee $50,962,284  
Accounting and security lending fees 410,860  
Custodian fees and expenses 193,929  
Independent trustees' fees and expenses 87,708  
Registration fees 72,856  
Audit 92,102  
Legal 41,042  
Miscellaneous 71,309  
Total expenses before reductions 51,932,090  
Expense reductions (19,841,094)  
Total expenses after reductions  32,090,996 
Net investment income (loss)  76,146,043 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 332,179,424  
Fidelity Central Funds (2,628)  
Other affiliated issuers 65,252,307  
Foreign currency transactions 19,945  
Futures contracts 257,622  
Capital gain distributions from underlying funds:   
Affiliated issuers 9,076,912  
Total net realized gain (loss)  406,783,582 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (535,398,102)  
Affiliated issuers (67,779,582)  
Assets and liabilities in foreign currencies (1,890)  
Futures contracts (273,419)  
Total change in net unrealized appreciation (depreciation)  (603,452,993) 
Net gain (loss)  (196,669,411) 
Net increase (decrease) in net assets resulting from operations  $(120,523,368) 

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


Statement of Changes in Net Assets

 Year ended February 29, 2020 Year ended February 28, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $76,146,043 $61,869,587 
Net realized gain (loss) 406,783,582 378,717,385 
Change in net unrealized appreciation (depreciation) (603,452,993) (203,573,605) 
Net increase (decrease) in net assets resulting from operations (120,523,368) 237,013,367 
Distributions to shareholders (261,863,893) (805,620,345) 
Share transactions   
Proceeds from sales of shares 659,416,886 2,475,758,767 
Reinvestment of distributions 260,179,078 803,532,856 
Cost of shares redeemed (1,643,423,965) (2,132,255,365) 
Net increase (decrease) in net assets resulting from share transactions (723,828,001) 1,147,036,258 
Total increase (decrease) in net assets (1,106,215,262) 578,429,280 
Net Assets   
Beginning of period 8,081,561,593 7,503,132,313 
End of period $6,975,346,331 $8,081,561,593 
Other Information   
Shares   
Sold 47,201,679 175,003,000 
Issued in reinvestment of distributions 18,055,453 64,550,159 
Redeemed (116,757,002) (150,975,250) 
Net increase (decrease) (51,499,870) 88,577,909 

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


Financial Highlights

Strategic Advisers Small-Mid Cap Fund

      
Years ended February 28, 2020 A 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.62 $14.86 $14.19 $11.12 $13.66 
Income from Investment Operations      
Net investment income (loss)B .13 .11 .08 .05 .04 
Net realized and unrealized gain (loss) (.41) .11 1.88 3.29 (1.78) 
Total from investment operations (.28) .22 1.96 3.34 (1.74) 
Distributions from net investment income (.13) (.11) (.07) (.04) (.03) 
Distributions from net realized gain (.34) (1.35) (1.22) (.22) (.77) 
Total distributions (.47) (1.46) (1.29) (.27)C (.80) 
Net asset value, end of period $12.87 $13.62 $14.86 $14.19 $11.12 
Total ReturnD (2.40)% 2.64% 14.04% 30.11% (13.45)% 
Ratios to Average Net AssetsE,F      
Expenses before reductions .65% .73% .85% .87% .72% 
Expenses net of fee waivers, if any .40% .48% .60% .62% .46% 
Expenses net of all reductions .40% .48% .60% .62% .46% 
Net investment income (loss) .96% .77% .53% .37% .28% 
Supplemental Data      
Net assets, end of period (000 omitted) $6,975,346 $8,081,562 $7,503,132 $7,048,707 $6,718,287 
Portfolio turnover rateG 67% 82% 75% 82% 71% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.27 per share is comprised of distributions from net investment income of $.044 and distributions from net realized gain of $.224 per share.

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

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

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

 G Amounts do not include the activity of Underlying Funds.

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


Notes to Financial Statements

For the period ended February 29, 2020

1. Organization.

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

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 29, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), certain independent Trustees have elected to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees of $99,719 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 29, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation $1,235,870,531 
Gross unrealized depreciation (754,729,018) 
Net unrealized appreciation (depreciation) $481,141,513 
Tax Cost $6,698,520,139 

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

Undistributed ordinary income $1,778,638 
Undistributed long-term capital gain $125,600,014 
Net unrealized appreciation (depreciation) on securities and other investments $481,140,425 

The tax character of distributions paid was as follows:

 February 29, 2020 February 28, 2019 
Ordinary Income $73,476,579 $ 154,708,847 
Long-term Capital Gains 188,387,314 650,911,498 
Total $261,863,893 $ 805,620,345 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, are noted in the table below.

 Purchases ($) Sales ($) 
Strategic Advisers Small-Mid Cap Fund 5,151,522,410 5,906,953,750 

Prior Fiscal Year Unaffiliated Exchanges In-Kind. During the prior period, the Fund redeemed 13,396,695 shares of AB Discovery Value Fund Advisor Class in exchange for investments and cash with a value of $324,601,918. The Fund had a net realized gain of $5,799,071 on the Fund's redemptions of AB Discovery Value Fund Class shares. The Fund recognized gains on the exchanges for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.10% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .64% of the Fund's average net assets.

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

Sub-Advisers. AllianceBernstein, L.P. (AB), ArrowMark Colorado Holdings, LLC (d/b/a ArrowMark Partners), LLC, Boston Partners Global Investors, Inc., FIAM LLC (an affiliate of the investment adviser), Fisher Investments (through October 15, 2019), Geode Capital Management, LLC, J.P. Morgan Investment Management, Inc., LSV Asset Management, Portolan Capital Management, LLC, Rice Hall James & Associates, LLC, Victory Capital Management, Inc., Mellon Investments Corporation (through May 2, 2019) and Voya Investment Management Co., LLC (through November 22, 2019) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. Effective July 1, 2019 accounting fees are not paid by the Fund and are instead paid by the investment adviser or an affiliate. For the period, the total fees paid for accounting and administration of securities lending were equivalent to .01%.

Brokerage Commissions. A portion of portfolio transactions were placed with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

 Amount 
Strategic Advisers Small-Mid Cap Fund $21,175 

Interfund Trades. Funds may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $116,019.

6. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds are managed by FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

 Amount 
Strategic Advisers Small-Mid Cap Fund $20,232 

During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2022. During the period, this waiver reduced the Fund's management fee by $19,839,523.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $1,405 for the period.

In addition, through arrangements with the Fund's transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $166.

10. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets.

At the end of the period, the Fund was the owner of record of 10% or more of the total outstanding shares of the following Underlying Fund:

Fidelity SAI Real Estate Index Fund 100% 

11. Coronavirus (Covid-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Small-Mid Cap Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Small-Mid Cap Fund (one of the funds constituting Fidelity Rutland Square Trust II, referred to hereafter as the “Fund”) as of February 29, 2020, the related statement of operations for the year ended February 29, 2020, the statement of changes in net assets for each of the two years in the period ended February 29, 2020, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2020 and the financial highlights for each of the five years in the period ended February 29, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian, issuers of privately offered securities and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 13, 2020



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  If the interests of the fund and an underlying Fidelity® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds.  Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict.  Each of the Trustees oversees 14 funds. 

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), and a Director of Strategic Advisers LLC (2018-present). Previously, Mr. Hogan served as a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), President of FMR Co., Inc. (2009-2018), a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of Fidelity Management & Research Company (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of Fidelity Management & Research Company (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

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

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

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

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present) and Chief Executive Officer (2013-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

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

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

Advisory Board Members and Officers:

Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

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

Christine Marcks (1955)

Year of Election or Appointment: 2019

Member of the Advisory Board

Ms. Marcks also serves as Member of the Advisory Board of other Funds. Prior to her retirement, Ms. Marcks served as Chief Executive Officer and President – Prudential Retirement (2007-2017) and Vice President for Rollover and Retirement Income Strategies (2005-2007), Prudential Financial, Inc. (financial services). Previously, Ms. Marcks was Senior Vice President and Head of Financial Horizons (2002-2004) and Vice President, Strategic Marketing (2000-2002) of Voya Financial (formerly ING U.S.) (financial services), held numerous positions at Aetna Financial Services (financial services, 1987-2000) and served as an International Economist for the United States Department of the Treasury (1980-1987). Ms. Marcks also serves as a member of the Board of Trustees, Audit Committee and Benefits & Operations Committee of the YMCA Retirement Fund (2018-present), a non-profit organization providing retirement plan benefits to YMCA staff members, and as a member of the Board of Trustees of Assumption College (2019-present).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of certain funds (2017-2019), as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

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

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers LLC (investment adviser firm, 2015-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present). Previously, Mr. Gryglewicz served as Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), and as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Christina H. Lee (1975)

Year of Election or Appointment: 2020

Secretary and Chief Legal Officer

Ms. Lee also serves as Secretary and CLO of other funds. Ms. Lee serves as Vice President, Associate General Counsel (2014-present) and is an employee of Fidelity Investments (2007-present). Previously, Ms. Lee served as Assistant Secretary of certain funds (2018-2019).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2020

Assistant Secretary

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2020

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (September 1, 2019 to February 29, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
September 1, 2019 
Ending
Account Value
February 29, 2020 
Expenses Paid
During Period-B
September 1, 2019
to February 29, 2020 
Actual .39% $1,000.00 $979.60 $1.92 
Hypothetical-C  $1,000.00 $1,022.92 $1.96 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Small-Mid Cap Fund voted to pay on April 9, 2020, to shareholders of record at the opening of business on April 8, 2020, a distribution of $0.199 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.003 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 29, 2020, $326,862,804, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 80% of the dividends distributed in December, during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 88% of the dividends distributed in December, during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund designates 13% of the dividends distributed during the fiscal year as a section 199A dividend.

The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers LLC (Strategic Advisers) and the sub-advisory agreements with AllianceBernstein L.P. (AB), ArrowMark Colorado Holdings, LLC, doing business as ArrowMark Partners (ArrowMark), Boston Partners Global Investors, Inc. (Boston Partners), FIAM LLC, Fisher Investments, Inc. (Fisher), Geode Capital Management, LLC (Geode), J.P. Morgan Investment Management Inc., LSV Asset Management (LSV), Portolan Capital Management, LLC (Portolan), Rice Hall James & Associates, LLC (Rice Hall), Victory Capital Management, Inc. (Victory), and Voya Investment Management Co. LLC (Voya) (each a Sub-Adviser and collectively, the Sub-Advisers) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. Strategic Advisers and the Sub-Advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board. The Board, acting directly and through its committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts.

At its September 2019 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board approved amendments to the fund's sub-advisory agreements with: (i) AB, Boston Partners, Fisher, Geode, and Rice Hall to add certain exceptions to the most favored nation (MFN) provision in each such sub-advisory agreement; and (ii) ArrowMark, LSV, Portolan, Victory, and Voya to both expand the scope of, and add certain exceptions to, the MFN provision in each such sub-advisory agreement. Where applicable, the Board also approved non-material amendments to these sub-advisory agreements. The Board noted that the other terms of each amended sub-advisory agreement are not materially different from those of the applicable existing sub-advisory agreement and that AB, Boston Partners, Fisher, Geode, Rice Hall, ArrowMark, LSV, Portolan, Victory, and Voya each will continue to provide the same services to the fund. The Board also approved amendments to the sub-advisory agreement with ArrowMark to add a new mandate. The Board noted that the new mandate (once funded) is expected to decrease each of the fund's total management fee rate and total net expenses by less than 0.5 basis points. The Board also noted that the amended sub-advisory agreement would not result in changes to the nature, extent, and quality of the services that ArrowMark provides to the fund. The Board also noted that it had approved a new sub-advisory agreement with AB for the fund at its December 2018 meeting that would take effect in the event of certain changes to the indirect ownership of AB, and that such new sub-advisory agreement will be updated to reflect the amendments described above at the first annual contract approval after the agreement becomes effective.

In reaching its determination to renew the fund's Advisory Contracts and approve the amendments to the sub-advisory agreements described above (Amendments), the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services provided by and the profits, if any, realized by Strategic Advisers from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the Amendments, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the Amendments is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the Amendments was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided.  The Board considered the staffing within the Investment Advisers, including the backgrounds of the fund's investment personnel and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategies for the funds; (ii) identifying and recommending sub-advisers for the funds; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to the portion of fund assets allocated to the sub-adviser; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

The Board also considered the nature, extent and quality of services provided by each Sub-Adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each Sub-Adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the Sub-Adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each Sub-Adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staffs, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of administrative and shareholder services performed by Strategic Advisers and itsaffiliates under the management contract and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

In connection with the renewal of the Advisory Contracts, the Board considered annualized return information for the fund for different time periods, measured against an appropriate securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

The Board considered discussions that occur at Board meetings throughout the year with representatives of Strategic Advisers about fund investment performance and the performance of each Sub-Adviser as part of regularly scheduled fund reviews and other reports to the Board on fund performance, taking into account various factors including general market conditions. In its discussions with representatives of Strategic Advisers regarding fund performance, the Board gave particular attention to information indicating underperformance of certain funds for specific time periods and discussed with Strategic Advisers the reasons for any such underperformance.

The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2018, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Small-Mid Cap Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one-year period and in the second quartile for the three- and five-year periods ended December 31, 2018. The Board also noted that the fund had out-performed 31%, 59%, and 59% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2018. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-, three-, and five-year periods shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2022 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.10%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Small-Mid Cap Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and above the median of its ASPG for the 12-month period ended December 31, 2018. The Board also noted that the fund's management fee rate was compared on a pre-waiver basis and, therefore, did not reflect the management fee waiver noted above. Giving effect to the waiver, however, the fund's management fee was below the ASPG for the 12-month period ended December 31, 2018. The Board also noted that, after funding the new mandate with ArrowMark, it is expected that the fund's management fee rate will continue to rank below its competitive median.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2018.

Fees Charged to Other Clients.  The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each Sub-Adviser, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability.  The Board considered information regarding the revenues earned and the expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationships with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

The Board also considered information regarding the profitability of the Sub-Advisers' respective relationships with the fund and the potential fall-out benefits, if any, that may accrue to the Sub-Advisers as a result of their respective relationships with the fund. The Board noted the difficulty in evaluating a Sub-Adviser's costs and the profitability of a Sub-Advisory Agreement to a Sub-Adviser because of, among other things, differences in the type and content of information provided by each Sub-Adviser due to differences in business models, cost accounting methods, and profitability calculation methodologies among the Sub-Advisers. Accordingly, the Board considered profitability information provided by the Sub-Advisers in light of the nature of the relationships between Strategic Advisers and the Sub-Advisers with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that certain of the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2022.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the Amendments should be approved because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940 (the Liquidity Rule) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Fund has adopted and implemented a liquidity risk management program (the Program) reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. Strategic Advisers has established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions and (4) borrowings and other funding sources, as applicable.

In accordance with the Program, each of the Fund’s portfolio investments is classified into one of four liquidity categories described below based on a determination of a reasonable expectation for how long it would take to convert the investment to cash (or sell or dispose of the investment) without significantly changing its market value.

  • Highly liquid investments – cash or convertible to cash within three business days or less
  • Moderately liquid investments – convertible to cash in three to seven calendar days
  • Less liquid investments – can be sold or disposed of, but not settled, within seven calendar days
  • Illiquid investments – cannot not be sold or disposed of within seven calendar days

Liquidity classification determinations take into account a variety of factors including various market, trading and investment-specific considerations, as well as market depth, and generally utilize analysis from a third-party liquidity metrics service.

The Liquidity Rule places a 15% limit on a fund’s illiquid investments and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund’s net assets to be invested in highly liquid investments (highly liquid investment minimum or HLIM). The Program includes provisions reasonably designed to comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement as applicable.

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2018 through November 30, 2019. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.





Fidelity Investments

SMC-ANN-0420
1.912857.109


Strategic Advisers® Income Opportunities Fund

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



Annual Report

February 29, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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 


Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Liquidity Risk Management Program


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. © 2020 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.

In the weeks following the end of this reporting period, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.

Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 29, 2020 Past 1 year Past 5 years Past 10 years 
Strategic Advisers® Income Opportunities Fund 5.57% 4.49% 6.52% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Income Opportunities Fund on February 28, 2010.

The chart shows how the value of your investment would have changed, and also shows how the ICE® BofAML® US High Yield Constrained Index performed over the same period.


Period Ending Values

$18,812Strategic Advisers® Income Opportunities Fund

$19,928ICE® BofAML® US High Yield Constrained Index

Management's Discussion of Fund Performance

Market Recap:  The ICE BofA® US High Yield Constrained Index gained 5.91% for the year ending February 29, 2019, a choppy period in which high-yield bonds were influenced by persistent, nagging concerns about global economic growth and trade, as well as the early-2020 outbreak and spread of the new coronavirus. High yield began the period on an uptrend, driven by upbeat company earnings and signs the U.S. Federal Reserve may pause on rates. But May brought a sharp reversal, as volatility spiked and the index lost ground as trade negotiations between the U.S. and China broke down. Declining oil prices also were a headwind at this time. The bull market roared back in June and July, when the Fed cut interest rates for the first time since 2008. Volatility intensified in August, but high yield proved resilient and trended up through October 30, when the Fed lowered rates for the third time in 2019, and moved even higher through year-end. Following a flat January, high yield sank in late February, after a surge in coronavirus cases outside China created considerable uncertainty and pushed investors into safer asset classes. For the full 12 months, higher-quality bonds prevailed, with the core BB and B tiers rising 8.05% and 5.74%, respectively, well ahead of the lower-quality CCC-C category (-0.12%). By industry, returns were resoundingly positive, led by banks & thrifts (+16%) and insurance (+15%). In contrast, index major energy (-11%) was the lone negative for the period, hampered by depressed oil prices

Comments from Portfolio Manager Charles Sterling:  For the fiscal year, the Fund gained 5.57%, trailing its benchmark, the ICE BofAML℠ US High Yield Constrained Index. Hotchkis & Wiley High Yield Fund (+2.1%) was the primary relative detractor the past 12 months, primarily due to adverse security selection in the energy sector. Fidelity Advisor® High Income Advantage Fund (+4.5%) and Fidelity® Capital & Income Fund (+4.9%) also dampened relative performance, as both were hampered by sizable allocations to stocks. On the plus side, PGIM High Yield Fund was among the broader portfolio's top relative contributors. This manager’s overweighted exposure to bonds rated BB gave the fund greater interest rate sensitivity than the benchmark, which proved beneficial this period. Vanguard High Yield Corporate Bond Fund (+4.6%) – a new addition during the fiscal year – was another key contributor versus the benchmark, as its defensively oriented strategy worked well in an environment of declining interest rates. Recognizing that both the U.S. economy and the high-yield credit cycle are in their later phases, we reduced risk in the portfolio. Specifically, we sold the Fund's position in Fidelity Advisor® High Income Advantage Fund and substantially reduced our exposure to Hotchkis & Wiley High Yield Fund and Fidelity® Capital & Income Fund.

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

Note to shareholders:  On April 1, 2019, Jonathan Duggan assumed co-management responsibilities for the fund, joining Lead Manager Chip Sterling.

Investment Summary (Unaudited)

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

Top Ten Holdings as of February 29, 2020

(excluding cash equivalents) % of fund's net assets 
Artisan High Income Fund Investor Shares 12.0 
Vanguard High-Yield Corporate Fund Admiral Shares 11.8 
MainStay HIgh Yield Corporate Bond Fund Class A 10.2 
T. Rowe Price High Yield Advisor Class 8.7 
Fidelity Capital & Income Fund 7.2 
Eaton Vance Income Fund of Boston Class A 4.9 
Blackrock High Yield Bond Portfolio Insitutional Class 4.0 
Hotchkis & Wiley High Yield Fund Class A 1.2 
C&W Senior Financing Designated Activity Co. 6.875% 9/15/27 0.3 
JBS U.S.A. LLC/JBS U.S.A. Finance, Inc. 5.875% 7/15/24 0.3 

Asset Allocation (% of fund's net assets)

As of February 29, 2020 
   Corporate Bonds 34.4% 
   Asset-Backed Securities 1.3% 
   High Yield Fixed-Income Funds 60.0% 
   Other Investments 2.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.2% 


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

Schedule of Investments February 29, 2020

Showing Percentage of Net Assets

Corporate Bonds - 34.5%   
 Principal Amount Value 
Convertible Bonds - 0.1%   
COMMUNICATION SERVICES - 0.1%   
Media - 0.1%   
DISH Network Corp.:   
2.375% 3/15/24 $1,500,000 $1,394,505 
3.375% 8/15/26 1,350,000 1,303,435 
  2,697,940 
Nonconvertible Bonds - 34.4%   
COMMUNICATION SERVICES - 7.5%   
Diversified Telecommunication Services - 2.1%   
C&W Senior Financing Designated Activity Co.:   
6.875% 9/15/27 (a) 6,185,000 6,525,175 
7.5% 10/15/26 (a) 2,835,000 2,976,750 
Century Telephone Enterprises, Inc. 6.875% 1/15/28 80,000 88,800 
CenturyLink, Inc.:   
5.125% 12/15/26 (a) 2,450,000 2,468,375 
5.625% 4/1/25 860,000 896,550 
5.8% 3/15/22 1,875,000 1,966,406 
6.45% 6/15/21 900,000 933,480 
7.6% 9/15/39 1,325,000 1,429,609 
7.65% 3/15/42 752,000 812,160 
Embarq Corp. 7.995% 6/1/36 528,000 562,320 
Front Range BidCo, Inc.:   
4% 3/1/27 (a)(b) 805,000 781,856 
6.125% 3/1/28 (a)(b) 775,000 764,344 
Frontier Communications Corp. 8% 4/1/27 (a) 1,260,000 1,307,250 
Intelsat Connect Finance SA 9.5% 2/15/23 (a) 790,000 466,100 
Level 3 Financing, Inc.:   
5.125% 5/1/23 1,600,000 1,604,000 
5.25% 3/15/26 590,000 609,175 
5.375% 1/15/24 675,000 673,326 
5.375% 5/1/25 715,000 729,893 
Sable International Finance Ltd. 5.75% 9/7/27 (a) 255,000 265,838 
SFR Group SA:   
7.375% 5/1/26 (a) 2,420,000 2,537,854 
8.125% 2/1/27 (a) 3,410,000 3,716,150 
Sprint Capital Corp.:   
6.875% 11/15/28 1,610,000 1,917,413 
8.75% 3/15/32 1,500,000 2,083,200 
Telecom Italia Capital SA:   
6% 9/30/34 560,000 630,000 
6.375% 11/15/33 315,000 365,142 
Telecom Italia SpA 5.303% 5/30/24 (a) 2,895,000 3,090,413 
Telenet Finance Luxembourg Notes SARL 5.5% 3/1/28 (a) 2,600,000 2,743,000 
  42,944,579 
Entertainment - 0.3%   
AMC Entertainment Holdings, Inc.:   
5.875% 11/15/26 50,000 40,000 
6.125% 5/15/27 2,325,000 1,860,000 
AMC Entertainment, Inc. 5.75% 6/15/25 125,000 100,416 
National CineMedia LLC:   
5.75% 8/15/26 625,000 618,750 
5.875% 4/15/28 (a) 500,000 510,898 
Netflix, Inc.:   
4.875% 4/15/28 715,000 752,688 
4.875% 6/15/30 (a) 360,000 379,368 
5.375% 11/15/29 (a) 600,000 652,320 
5.875% 11/15/28 925,000 1,039,978 
6.375% 5/15/29 285,000 326,354 
  6,280,772 
Interactive Media & Services - 0.0%   
Match Group, Inc. 4.125% 8/1/30 (a) 350,000 342,895 
Media - 3.7%   
Altice Financing SA:   
5% 1/15/28 (a) 470,000 455,853 
7.5% 5/15/26 (a) 5,535,000 5,839,425 
Altice Finco SA 7.625% 2/15/25 (a) 1,595,000 1,660,794 
CCO Holdings LLC/CCO Holdings Capital Corp.:   
4% 3/1/23 (a) 3,215,000 3,247,150 
4.5% 8/15/30 (a) 895,000 905,069 
4.75% 3/1/30 (a) 2,024,000 2,084,720 
5% 2/1/28 (a) 2,398,000 2,493,920 
5.125% 5/1/23 (a) 2,195,000 2,220,682 
5.125% 5/1/27 (a) 2,805,000 2,916,359 
5.5% 5/1/26 (a) 5,360,000 5,561,536 
Clear Channel Outdoor Holdings, Inc. 5.125% 8/15/27 (a) 700,000 701,750 
Clear Channel Worldwide Holdings, Inc. 9.25% 2/15/24 (a) 4,525,000 4,807,813 
CSC Holdings LLC:   
5.375% 7/15/23 (a) 3,000,000 3,073,200 
5.5% 5/15/26 (a) 1,380,000 1,428,790 
5.5% 4/15/27 (a) 2,650,000 2,789,125 
7.5% 4/1/28 (a) 1,885,000 2,125,338 
7.75% 7/15/25 (a) 1,555,000 1,636,638 
Cumulus Media New Holdings, Inc. 6.75% 7/1/26 (a) 1,250,000 1,298,063 
Diamond Sports Group LLC/Diamond Sports Finance Co.:   
5.375% 8/15/26 (a) 750,000 691,515 
6.625% 8/15/27 (a) 2,685,000 2,174,850 
DISH DBS Corp.:   
5.875% 7/15/22 1,975,000 2,060,814 
5.875% 11/15/24 2,840,000 2,913,073 
7.75% 7/1/26 1,060,000 1,139,034 
Entercom Media Corp. 6.5% 5/1/27 (a) 700,000 731,500 
Gray Escrow, Inc. 7% 5/15/27 (a) 675,000 732,206 
iHeartCommunications, Inc. 8.375% 5/1/27 700,000 760,165 
Quebecor Media, Inc. 5.75% 1/15/23 550,000 583,275 
Radiate Holdco LLC/Radiate Financial Service Ltd.:   
6.625% 2/15/25 (a) 2,440,000 2,446,100 
6.875% 2/15/23 (a) 1,115,000 1,120,575 
Scripps Escrow, Inc. 5.875% 7/15/27 (a) 200,000 207,500 
Sinclair Television Group, Inc. 5.875% 3/15/26 (a) 425,000 437,750 
Sirius XM Radio, Inc.:   
4.625% 7/15/24 (a) 750,000 773,213 
5% 8/1/27 (a) 1,060,000 1,109,025 
5.375% 4/15/25 (a) 2,165,000 2,220,922 
Univision Communications, Inc. 5.125% 2/15/25 (a) 1,175,000 1,108,636 
Virgin Media Secured Finance PLC 5.5% 8/15/26 (a) 2,970,000 3,056,330 
Ziggo Bond Co. BV:   
5.125% 2/28/30 (a) 1,110,000 1,123,653 
6% 1/15/27 (a) 2,000,000 2,107,500 
Ziggo BV 5.5% 1/15/27 (a) 2,612,000 2,690,464 
  75,434,325 
Wireless Telecommunication Services - 1.4%   
Citizens Utilities Co. 7.05% 10/1/46 2,508,000 1,153,680 
Intelsat Jackson Holdings SA:   
5.5% 8/1/23 4,335,000 3,728,100 
8.5% 10/15/24 (a) 1,860,000 1,605,794 
9.75% 7/15/25 (a) 1,700,000 1,499,188 
Millicom International Cellular SA:   
6% 3/15/25 (a) 705,000 722,405 
6.625% 10/15/26 (a) 2,740,000 2,931,800 
Neptune Finco Corp. 6.625% 10/15/25 (a) 750,000 783,765 
Sprint Communications, Inc. 6% 11/15/22 4,800,000 5,148,480 
Sprint Corp.:   
7.125% 6/15/24 2,220,000 2,521,543 
7.625% 2/15/25 500,000 580,000 
7.875% 9/15/23 4,805,000 5,493,701 
T-Mobile U.S.A., Inc. 4.5% 2/1/26 1,060,000 1,074,257 
Ypso Finance BIS SA 6% 2/15/28 (a) 1,550,000 1,488,465 
  28,731,178 
TOTAL COMMUNICATION SERVICES  153,733,749 
CONSUMER DISCRETIONARY - 4.4%   
Auto Components - 0.3%   
Adient Global Holdings Ltd. 4.875% 8/15/26 (a) 1,325,000 1,142,813 
Allison Transmission, Inc. 5.875% 6/1/29 (a) 266,000 288,278 
American Axle & Manufacturing, Inc.:   
6.25% 4/1/25 850,000 822,970 
6.5% 4/1/27 1,700,000 1,631,150 
Cooper Standard Auto, Inc. 5.625% 11/15/26 (a) 800,000 714,800 
Dana Financing Luxembourg SARL 5.75% 4/15/25 (a) 200,000 206,000 
Dana, Inc. 5.375% 11/15/27 1,445,000 1,459,450 
  6,265,461 
Automobiles - 0.2%   
Ford Motor Co. 5.291% 12/8/46 2,900,000 2,658,927 
General Motors Co. 5% 10/1/28 475,000 519,504 
  3,178,431 
Diversified Consumer Services - 0.5%   
Frontdoor, Inc. 6.75% 8/15/26 (a) 860,000 941,102 
GEMS MENASA Cayman Ltd. 7.125% 7/31/26 (a) 2,370,000 2,436,656 
Laureate Education, Inc. 8.25% 5/1/25 (a) 4,940,000 5,237,042 
Service Corp. International 5.125% 6/1/29 735,000 794,719 
  9,409,519 
Hotels, Restaurants & Leisure - 2.2%   
1011778 BC Unlimited Liability Co./New Red Finance, Inc.:   
4.25% 5/15/24 (a) 780,000 780,741 
5% 10/15/25 (a) 1,410,000 1,416,458 
Aramark Services, Inc. 4.75% 6/1/26 2,480,000 2,566,800 
Brinker International, Inc. 5% 10/1/24 (a) 1,515,000 1,580,145 
Caesars Resort Collection LLC 5.25% 10/15/25 (a) 4,900,000 4,811,898 
CEC Entertainment, Inc. 8% 2/15/22 850,000 824,500 
Eldorado Resorts, Inc.:   
6% 4/1/25 765,000 799,425 
6% 9/15/26 250,000 271,250 
Golden Entertainment, Inc. 7.625% 4/15/26 (a) 3,621,000 3,865,418 
Golden Nugget, Inc.:   
6.75% 10/15/24 (a) 2,695,000 2,647,029 
8.75% 10/1/25 (a) 2,350,000 2,359,894 
Hilton Domestic Operating Co., Inc. 4.25% 9/1/24 670,000 672,231 
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp.:   
4.625% 4/1/25 655,000 657,456 
4.875% 4/1/27 390,000 398,775 
International Game Technology PLC 6.25% 1/15/27 (a) 1,450,000 1,532,679 
Jacobs Entertainment, Inc. 7.875% 2/1/24 (a) 800,000 840,000 
MCE Finance Ltd. 4.875% 6/6/25 (a) 215,000 216,072 
MGM Mirage, Inc. 5.5% 4/15/27 750,000 809,775 
Penn National Gaming, Inc. 5.625% 1/15/27 (a) 2,000,000 2,070,000 
Scientific Games Corp.:   
5% 10/15/25 (a) 2,720,000 2,728,500 
7% 5/15/28 (a) 845,000 823,347 
7.25% 11/15/29 (a) 900,000 876,420 
8.25% 3/15/26 (a) 500,000 516,250 
Stars Group Holdings BV 7% 7/15/26 (a) 3,255,000 3,499,125 
Station Casinos LLC:   
4.5% 2/15/28 (a) 325,000 309,563 
5% 10/1/25 (a) 1,145,000 1,150,725 
Twin River Worldwide Holdings, Inc. 6.75% 6/1/27 (a) 1,930,000 2,010,684 
Wyndham Destinations, Inc. 4.625% 3/1/30 (a) 250,000 250,050 
Wyndham Hotels & Resorts, Inc. 5.375% 4/15/26 (a) 1,340,000 1,389,051 
Wynn Macau Ltd.:   
4.875% 10/1/24 (a) 1,950,000 1,946,178 
5.125% 12/15/29 (a) 575,000 563,500 
Wynn Resorts Ltd. 5.125% 10/1/29 (a) 500,000 483,125 
  45,667,064 
Household Durables - 0.8%   
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.75% 8/1/25 (a) 1,500,000 1,548,750 
Beazer Homes U.S.A., Inc.:   
5.875% 10/15/27 450,000 455,625 
7.25% 10/15/29 (a) 1,500,000 1,590,000 
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp.:   
4.875% 2/15/30 (a) 375,000 371,213 
6.25% 9/15/27 (a) 1,395,000 1,433,363 
KB Home 6.875% 6/15/27 1,550,000 1,829,000 
Lennar Corp. 4.75% 5/30/25 800,000 864,504 
M/I Homes, Inc. 4.95% 2/1/28 (a) 1,075,000 1,093,813 
Meritage Homes Corp. 6% 6/1/25 1,000,000 1,124,170 
PulteGroup, Inc. 5% 1/15/27 650,000 713,622 
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:   
5.125% 7/15/23 (a) 1,000,000 1,010,000 
7% 7/15/24 (a) 2,825,000 2,851,499 
TopBuild Corp. 5.625% 5/1/26 (a) 975,000 1,014,000 
  15,899,559 
Internet & Direct Marketing Retail - 0.1%   
Terrier Media Buyer, Inc. 8.875% 12/15/27 (a) 1,125,000 1,116,563 
Leisure Products - 0.0%   
Mattel, Inc. 6.75% 12/31/25 (a) 730,000 767,194 
Specialty Retail - 0.3%   
L Brands, Inc. 5.625% 10/15/23 1,975,000 2,128,063 
Michaels Stores, Inc. 8% 7/15/27 (a) 1,492,000 1,243,731 
PetSmart, Inc. 5.875% 6/1/25 (a) 920,000 925,796 
Sally Holdings LLC 5.625% 12/1/25 2,000,000 2,027,000 
  6,324,590 
Textiles, Apparel & Luxury Goods - 0.0%   
The William Carter Co. 5.625% 3/15/27 (a) 880,000 936,254 
TOTAL CONSUMER DISCRETIONARY  89,564,635 
CONSUMER STAPLES - 1.7%   
Food & Staples Retailing - 0.2%   
Albertsons Companies LLC/Safeway, Inc./New Albertson's, Inc./Albertson's LLC 4.875% 2/15/30 (a) 675,000 675,000 
C&S Group Enterprises LLC 5.375% 7/15/22 (a) 1,950,000 1,979,445 
  2,654,445 
Food Products - 1.4%   
B&G Foods, Inc.:   
5.25% 4/1/25 1,000,000 987,490 
5.25% 9/15/27 600,000 594,000 
Chobani LLC/Finance Corp., Inc. 7.5% 4/15/25 (a) 230,000 228,850 
JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:   
5.75% 6/15/25 (a) 4,505,000 4,611,994 
5.875% 7/15/24 (a) 5,915,000 6,018,631 
6.75% 2/15/28 (a) 525,000 569,258 
JBS U.S.A. Lux SA / JBS Food Co.:   
5.5% 1/15/30 (a) 2,400,000 2,532,744 
6.5% 4/15/29 (a) 4,850,000 5,260,795 
Lamb Weston Holdings, Inc.:   
4.625% 11/1/24 (a) 330,000 343,474 
4.875% 11/1/26 (a) 2,000,000 2,075,100 
Pilgrim's Pride Corp. 5.875% 9/30/27 (a) 1,275,000 1,321,283 
Post Holdings, Inc.:   
4.625% 4/15/30 (a) 180,000 177,406 
5% 8/15/26 (a) 1,045,000 1,065,900 
5.5% 12/15/29 (a) 1,250,000 1,296,875 
5.625% 1/15/28 (a) 540,000 564,413 
5.75% 3/1/27 (a) 720,000 749,264 
  28,397,477 
Household Products - 0.0%   
Spectrum Brands Holdings, Inc. 5% 10/1/29 (a) 500,000 516,315 
Personal Products - 0.0%   
Prestige Brands, Inc. 6.375% 3/1/24 (a) 500,000 515,415 
Tobacco - 0.1%   
Vector Group Ltd. 6.125% 2/1/25 (a) 1,500,000 1,440,000 
TOTAL CONSUMER STAPLES  33,523,652 
ENERGY - 4.0%   
Energy Equipment & Services - 0.6%   
Diamond Offshore Drilling, Inc. 7.875% 8/15/25 675,000 473,344 
Jonah Energy LLC 7.25% 10/15/25 (a) 1,840,000 441,600 
Nabors Industries Ltd.:   
7.25% 1/15/26 (a) 175,000 159,688 
7.5% 1/15/28 (a) 1,600,000 1,476,160 
Noble Holding International Ltd.:   
6.2% 8/1/40 1,000,000 280,000 
7.875% 2/1/26 (a) 515,000 317,369 
Precision Drilling Corp.:   
5.25% 11/15/24 500,000 442,190 
7.125% 1/15/26 (a) 1,000,000 923,000 
Summit Midstream Holdings LLC 5.75% 4/15/25 1,550,000 1,147,000 
Transocean, Inc.:   
7.5% 1/15/26 (a) 1,676,000 1,332,420 
8% 2/1/27 (a) 700,000 581,000 
U.S.A. Compression Partners LP:   
6.875% 4/1/26 1,500,000 1,451,400 
6.875% 9/1/27 435,000 421,428 
Valaris PLC:   
5.2% 3/15/25 2,500,000 962,500 
7.75% 2/1/26 1,500,000 592,425 
Weatherford International Ltd. 11% 12/1/24 (a) 893,000 854,065 
  11,855,589 
Oil, Gas & Consumable Fuels - 3.4%   
Antero Midstream Partners LP/Antero Midstream Finance Corp. 5.75% 1/15/28 (a) 1,160,000 796,282 
Antero Resources Corp.:   
5.125% 12/1/22 525,000 326,813 
5.625% 6/1/23 (Reg. S) 1,258,000 679,320 
Antero Resources Finance Corp. 5.375% 11/1/21 1,466,000 1,222,278 
Ascent Resources - Utica LLC/ARU Finance Corp.:   
7% 11/1/26 (a) 930,000 558,000 
10% 4/1/22 (a) 1,334,000 1,136,861 
California Resources Corp. 8% 12/15/22 (a) 3,615,000 831,450 
Cheniere Energy Partners LP:   
5.25% 10/1/25 2,735,000 2,741,892 
5.625% 10/1/26 615,000 618,075 
Chesapeake Energy Corp.:   
4.875% 4/15/22 500,000 255,000 
7% 10/1/24 835,000 292,250 
8% 1/15/25 2,760,000 828,000 
8% 6/15/27 2,265,000 679,500 
11.5% 1/1/25 (a) 1,675,000 1,000,813 
Citgo Holding, Inc. 9.25% 8/1/24 (a) 3,010,000 3,130,400 
Citgo Petroleum Corp. 6.25% 8/15/22 (a) 1,797,000 1,797,000 
CNX Midstream Partners LP 6.5% 3/15/26 (a) 700,000 574,000 
CNX Resources Corp. 5.875% 4/15/22 1,825,000 1,669,875 
Comstock Escrow Corp. 9.75% 8/15/26 2,595,000 2,173,313 
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:   
5.625% 5/1/27 (a) 1,255,000 1,160,812 
5.75% 4/1/25 900,000 879,750 
6.25% 4/1/23 2,580,000 2,451,516 
CVR Energy, Inc. 5.25% 2/15/25 (a) 1,360,000 1,268,200 
DCP Midstream Operating LP:   
5.125% 5/15/29 1,700,000 1,670,250 
5.375% 7/15/25 1,785,000 1,869,823 
Denbury Resources, Inc.:   
7.75% 2/15/24 (a) 1,690,000 947,245 
9.25% 3/31/22 (a) 4,230,000 3,384,000 
EG Global Finance PLC:   
6.75% 2/7/25 (a) 1,100,000 1,075,250 
8.5% 10/30/25 (a) 2,733,000 2,814,170 
Endeavor Energy Resources LP/EER Finance, Inc. 5.75% 1/30/28 (a) 700,000 684,040 
EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 5/15/26 (a)(c) 850,000 501,500 
EQT Corp.:   
3.9% 10/1/27 713,000 465,233 
6.125% 2/1/25 660,000 501,864 
Extraction Oil & Gas, Inc. 5.625% 2/1/26 (a) 1,875,000 656,250 
Global Partners LP/GLP Finance Corp.:   
7% 6/15/23 800,000 821,000 
7% 8/1/27 1,200,000 1,241,166 
Hess Infrastructure Partners LP 5.625% 2/15/26 (a) 2,655,000 2,648,416 
Hess Midstream Partners LP 5.125% 6/15/28 (a) 575,000 560,625 
Hilcorp Energy I LP/Hilcorp Finance Co.:   
5% 12/1/24 (a) 265,000 209,350 
5.75% 10/1/25 (a) 850,000 680,000 
6.25% 11/1/28 (a) 375,000 272,820 
Holly Energy Partners LP/Holly Finance Corp. 5% 2/1/28 (a) 1,450,000 1,459,063 
MEG Energy Corp.:   
7% 3/31/24 (a) 624,000 591,240 
7.125% 2/1/27 (a) 2,625,000 2,476,084 
NGPL PipeCo LLC 4.875% 8/15/27 (a) 425,000 460,577 
Parsley Energy LLC/Parsley:   
5.25% 8/15/25 (a) 170,000 168,300 
5.375% 1/15/25 (a) 1,760,000 1,760,035 
PBF Logistics LP/PBF Logistics Finance, Inc. 6.875% 5/15/23 1,945,000 1,992,264 
Range Resources Corp.:   
5% 3/15/23 1,525,000 1,105,168 
9.25% 2/1/26 (a) 625,000 423,938 
Sanchez Energy Corp. 7.25% 2/15/23 (a)(c) 3,242,000 1,783,100 
Sunoco LP/Sunoco Finance Corp.:   
4.875% 1/15/23 815,000 812,571 
5.5% 2/15/26 1,310,000 1,329,781 
Tallgrass Energy Partners LP / Tallgrass Energy Finance Corp. 5.5% 9/15/24 (a) 1,600,000 1,484,160 
Targa Resources Partners LP/Targa Resources Partners Finance Corp.:   
4.25% 11/15/23 750,000 742,875 
5.375% 2/1/27 3,000,000 3,075,000 
Viper Energy Partners LP 5.375% 11/1/27 (a) 1,300,000 1,321,190 
WPX Energy, Inc.:   
5.25% 9/15/24 550,000 552,750 
5.75% 6/1/26 892,000 885,042 
  70,497,540 
TOTAL ENERGY  82,353,129 
FINANCIALS - 2.6%   
Banks - 0.0%   
CIT Group, Inc. 6.125% 3/9/28 625,000 750,000 
Capital Markets - 0.2%   
Balboa Merger Sub, Inc. 11.375% 12/1/21 (a) 1,600,000 1,646,240 
LPL Holdings, Inc. 5.75% 9/15/25 (a) 500,000 518,750 
MSCI, Inc. 4.75% 8/1/26 (a) 1,775,000 1,843,267 
  4,008,257 
Consumer Finance - 1.1%   
Ally Financial, Inc.:   
3.875% 5/21/24 840,000 880,631 
5.75% 11/20/25 4,685,000 5,287,725 
8% 11/1/31 770,000 1,065,942 
Navient Corp.:   
5.5% 1/25/23 1,620,000 1,656,450 
5.875% 10/25/24 195,000 199,879 
6.125% 3/25/24 505,000 521,413 
6.5% 6/15/22 2,610,000 2,720,925 
7.25% 1/25/22 1,015,000 1,068,288 
7.25% 9/25/23 1,825,000 1,961,875 
Springleaf Finance Corp.:   
6.875% 3/15/25 2,516,000 2,767,600 
7.125% 3/15/26 3,020,000 3,352,200 
  21,482,928 
Diversified Financial Services - 0.7%   
Enviva Partners LP / Enviva Partners Finance Corp. 6.5% 1/15/26 (a) 350,000 364,007 
Fairstone Financial, Inc. 7.875% 7/15/24 (a) 550,000 596,750 
Financial & Risk U.S. Holdings, Inc. 8.25% 11/15/26 (a) 4,000,000 4,404,000 
Five Point Operation Co. LP 7.875% 11/15/25 (a) 452,000 453,980 
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
4.75% 9/15/24 (a) 1,530,000 1,560,600 
6.25% 5/15/26 1,210,000 1,240,383 
6.375% 12/15/25 1,080,000 1,115,100 
MPH Acquisition Holdings LLC 7.125% 6/1/24 (a) 1,915,000 1,781,371 
Venator Finance SARL/Venator Capital Management Ltd. 5.75% 7/15/25 (a) 900,000 805,500 
Verscend Escrow Corp. 9.75% 8/15/26 (a) 1,000,000 1,087,450 
  13,409,141 
Insurance - 0.4%   
Alliant Holdings Intermediate LLC 6.75% 10/15/27 (a) 1,875,000 1,870,350 
AmWINS Group, Inc. 7.75% 7/1/26 (a) 2,140,000 2,221,598 
USIS Merger Sub, Inc. 6.875% 5/1/25 (a) 2,205,000 2,194,813 
Wand Merger Corp. 9.125% 7/15/26 (a) 2,600,000 2,815,852 
  9,102,613 
Mortgage Real Estate Investment Trusts - 0.0%   
Starwood Property Trust, Inc. 4.75% 3/15/25 515,000 525,300 
Thrifts & Mortgage Finance - 0.2%   
Nationstar Mortgage Holdings, Inc. 6% 1/15/27 (a) 1,862,000 1,891,569 
Quicken Loans, Inc. 5.25% 1/15/28 (a) 1,965,000 2,033,186 
  3,924,755 
TOTAL FINANCIALS  53,202,994 
HEALTH CARE - 2.6%   
Health Care Equipment & Supplies - 0.1%   
Hologic, Inc.:   
4.375% 10/15/25 (a) 980,000 998,081 
4.625% 2/1/28 (a) 185,000 191,884 
Teleflex, Inc. 4.875% 6/1/26 1,750,000 1,824,375 
  3,014,340 
Health Care Providers & Services - 1.8%   
Centene Corp.:   
4.25% 12/15/27 (a) 485,000 498,968 
5.25% 4/1/25 (a) 1,095,000 1,126,481 
Community Health Systems, Inc.:   
6.25% 3/31/23 1,775,000 1,778,337 
8% 3/15/26 (a) 2,080,000 2,148,016 
8.625% 1/15/24 (a) 1,445,000 1,509,707 
HCA Holdings, Inc.:   
5% 3/15/24 3,000,000 3,334,604 
5.875% 2/1/29 2,300,000 2,653,119 
MEDNAX, Inc. 5.25% 12/1/23 (a) 1,250,000 1,223,438 
Polaris Intermediate Corp. 8.5% 12/1/22 pay-in-kind (a)(d) 1,590,000 1,351,659 
RegionalCare Hospital Partners Holdings, Inc. 9.75% 12/1/26 (a) 1,555,000 1,667,738 
Surgery Center Holdings, Inc. 10% 4/15/27 (a) 875,000 955,938 
Tenet Healthcare Corp.:   
4.875% 1/1/26 (a) 795,000 809,906 
5.125% 5/1/25 915,000 921,863 
6.25% 2/1/27 (a) 5,140,000 5,384,150 
6.75% 6/15/23 2,620,000 2,803,400 
6.875% 11/15/31 500,000 520,000 
7% 8/1/25 2,160,000 2,219,400 
8.125% 4/1/22 4,645,000 5,032,625 
Vizient, Inc. 6.25% 5/15/27 (a) 125,000 133,438 
  36,072,787 
Health Care Technology - 0.1%   
IMS Health, Inc. 5% 5/15/27 (a) 1,425,000 1,473,094 
Life Sciences Tools & Services - 0.1%   
Avantor, Inc. 6% 10/1/24 (a) 780,000 818,672 
Charles River Laboratories International, Inc.:   
4.25% 5/1/28 (a) 145,000 145,914 
5.5% 4/1/26 (a) 735,000 772,797 
  1,737,383 
Pharmaceuticals - 0.5%   
Catalent Pharma Solutions 4.875% 1/15/26 (a) 1,355,000 1,388,875 
Valeant Pharmaceuticals International, Inc.:   
5.5% 11/1/25 (a) 780,000 803,072 
5.875% 5/15/23 (a) 21,000 21,079 
6.125% 4/15/25 (a) 785,000 800,700 
7% 3/15/24 (a) 2,500,000 2,573,950 
8.5% 1/31/27 (a) 2,000,000 2,194,560 
9.25% 4/1/26 (a) 1,940,000 2,167,601 
  9,949,837 
TOTAL HEALTH CARE  52,247,441 
INDUSTRIALS - 3.0%   
Aerospace & Defense - 1.1%   
BBA U.S. Holdings, Inc. 5.375% 5/1/26 (a) 2,530,000 2,581,498 
Bombardier, Inc.:   
7.5% 12/1/24 (a) 2,040,000 2,064,684 
7.5% 3/15/25 (a) 4,430,000 4,374,625 
7.875% 4/15/27 (a) 2,800,000 2,779,000 
8.75% 12/1/21 (a) 850,000 899,742 
BWX Technologies, Inc. 5.375% 7/15/26 (a) 1,925,000 2,015,100 
Moog, Inc. 4.25% 12/15/27 (a) 145,000 147,538 
TransDigm UK Holdings PLC 6.875% 5/15/26 495,000 519,750 
TransDigm, Inc.:   
5.5% 11/15/27 (a) 1,640,000 1,638,032 
6.25% 3/15/26 (a) 2,455,000 2,599,236 
6.5% 7/15/24 725,000 741,313 
6.5% 5/15/25 1,805,000 1,863,121 
7.5% 3/15/27 195,000 205,491 
  22,429,130 
Air Freight & Logistics - 0.2%   
Aercap Global Aviation Trust 6.5% 6/15/45 (a)(d) 2,950,000 3,171,250 
XPO Logistics, Inc. 6.75% 8/15/24 (a) 1,410,000 1,487,550 
  4,658,800 
Building Products - 0.3%   
Advanced Drain Systems, Inc. 5% 9/30/27 (a) 1,950,000 2,015,813 
Building Materials Corp. of America 4.75% 1/15/28 (a) 1,846,000 1,899,728 
Griffon Corp. 5.75% 3/1/28 (a) 500,000 503,750 
Masonite International Corp. 5.375% 2/1/28 (a) 800,000 840,000 
  5,259,291 
Commercial Services & Supplies - 0.4%   
Allied Universal Holdco LLC / Allied Universal Finance Corp.:   
6.625% 7/15/26 (a) 600,000 629,250 
9.75% 7/15/27 (a) 665,000 709,888 
Brand Energy & Infrastructure Services, Inc. 8.5% 7/15/25 (a) 1,030,000 1,001,675 
LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (a) 1,800,000 1,818,036 
Nielsen Co. SARL (Luxembourg) 5% 2/1/25 (a) 2,580,000 2,547,750 
Nielsen Finance LLC/Nielsen Finance Co. 5% 4/15/22 (a) 2,135,000 2,124,325 
Star Merger Sub, Inc. 6.875% 8/15/26 (a) 400,000 427,100 
  9,258,024 
Construction & Engineering - 0.4%   
AECOM:   
5.125% 3/15/27 3,156,000 3,261,000 
5.875% 10/15/24 905,000 993,238 
Amsted Industries, Inc. 5.625% 7/1/27 (a) 805,000 853,300 
Cloud Crane LLC 10.125% 8/1/24 (a) 1,250,000 1,281,250 
Pisces Midco, Inc. 8% 4/15/26 (a) 1,000,000 989,700 
  7,378,488 
Electrical Equipment - 0.0%   
Sensata Technologies BV 5% 10/1/25 (a) 715,000 752,609 
Machinery - 0.1%   
Navistar International Corp. New 6.625% 11/1/25 (a) 1,225,000 1,268,892 
Titan International, Inc. 6.5% 11/30/23 675,000 506,250 
  1,775,142 
Trading Companies & Distributors - 0.5%   
Beacon Roofing Supply, Inc. 4.875% 11/1/25 (a) 500,000 482,350 
FLY Leasing Ltd.:   
5.25% 10/15/24 2,075,000 2,126,875 
6.375% 10/15/21 1,500,000 1,518,750 
H&E Equipment Services, Inc. 5.625% 9/1/25 575,000 599,196 
United Rentals North America, Inc.:   
4% 7/15/30 300,000 291,720 
4.875% 1/15/28 3,000,000 3,078,900 
5.25% 1/15/30 1,400,000 1,472,800 
  9,570,591 
TOTAL INDUSTRIALS  61,082,075 
INFORMATION TECHNOLOGY - 2.4%   
Communications Equipment - 0.1%   
CommScope Finance LLC:   
6% 3/1/26 (a) 1,050,000 1,077,752 
8.25% 3/1/27 (a) 995,000 1,003,706 
SSL Robotics LLC 9.75% 12/31/23 (a) 800,000 850,240 
  2,931,698 
Electronic Equipment & Components - 0.3%   
Infor U.S., Inc. 6.5% 5/15/22 3,125,000 3,134,344 
TTM Technologies, Inc. 5.625% 10/1/25 (a) 2,835,000 2,891,700 
  6,026,044 
IT Services - 0.8%   
Alliance Data Systems Corp. 4.75% 12/15/24 (a) 575,000 564,219 
Banff Merger Sub, Inc. 9.75% 9/1/26 (a) 4,408,000 4,429,820 
Camelot Finance SA 4.5% 11/1/26 (a) 1,250,000 1,256,125 
Gartner, Inc. 5.125% 4/1/25 (a) 350,000 361,410 
Olympus Merger Sub, Inc. 8.5% 10/15/25 (a) 2,500,000 1,681,250 
Rackspace Hosting, Inc. 8.625% 11/15/24 (a) 2,150,000 2,058,625 
Tempo Acquisition LLC 6.75% 6/1/25 (a) 2,275,000 2,264,353 
Zayo Group LLC/Zayo Capital, Inc.:   
5.75% 1/15/27 (a) 1,565,000 1,600,213 
6.375% 5/15/25 1,000,000 1,022,500 
  15,238,515 
Semiconductors & Semiconductor Equipment - 0.1%   
Qorvo, Inc. 5.5% 7/15/26 1,795,000 1,854,235 
Software - 1.1%   
Ascend Learning LLC:   
6.875% 8/1/25(a) 185,000 191,321 
6.875% 8/1/25 (a) 1,355,000 1,395,650 
CDK Global, Inc.:   
4.875% 6/1/27 485,000 499,550 
5.25% 5/15/29 (a) 240,000 255,900 
5.875% 6/15/26 985,000 1,030,606 
Ensemble S Merger Sub, Inc. 9% 9/30/23 (a) 2,258,000 2,317,273 
Fair Isaac Corp. 5.25% 5/15/26 (a) 2,365,000 2,619,238 
Nortonlifelock, Inc. 5% 4/15/25 (a) 3,260,000 3,309,428 
Nuance Communications, Inc. 5.625% 12/15/26 1,085,000 1,144,675 
Open Text Corp.:   
3.875% 2/15/28 (a) 875,000 870,800 
5.875% 6/1/26 (a) 2,330,000 2,467,004 
Solera LLC/Solera Finance, Inc. 10.5% 3/1/24 (a) 4,910,000 5,186,237 
SS&C Technologies, Inc. 5.5% 9/30/27 (a) 1,850,000 1,947,125 
  23,234,807 
TOTAL INFORMATION TECHNOLOGY  49,285,299 
MATERIALS - 2.7%   
Chemicals - 1.1%   
Alpha 2 BV 8.75% 6/1/23 pay-in-kind (a)(d) 975,000 977,438 
Alpha 3 BV / Alpha U.S. BidCo I 6.25% 2/1/25 (a) 425,000 436,131 
CF Industries Holdings, Inc. 5.15% 3/15/34 75,000 84,225 
Consolidated Energy Finance SA 3 month U.S. LIBOR + 3.750% 5.6436% 6/15/22 (a)(d)(e) 1,640,000 1,623,652 
Cornerstone Chemical Co. 6.75% 8/15/24 (a) 750,000 670,628 
Element Solutions, Inc. 5.875% 12/1/25 (a) 2,365,000 2,376,872 
Hexion, Inc. 7.875% 7/15/27 (a) 950,000 942,875 
Nufarm Australia Ltd. 5.75% 4/30/26 (a) 1,795,000 1,768,075 
OCI NV 6.625% 4/15/23 (a) 1,620,000 1,678,320 
Olin Corp. 5.125% 9/15/27 1,495,000 1,506,512 
Rain CII Carbon LLC/CII Carbon Corp. 7.25% 4/1/25 (a) 800,000 768,000 
The Chemours Co. LLC:   
5.375% 5/15/27 1,380,000 1,183,626 
6.625% 5/15/23 1,600,000 1,541,328 
7% 5/15/25 1,315,000 1,226,238 
The Scotts Miracle-Gro Co. 4.5% 10/15/29 (a) 1,500,000 1,552,500 
Tronox, Inc. 6.5% 4/15/26 (a) 1,750,000 1,679,913 
Valvoline, Inc.:   
4.25% 2/15/30 (a) 525,000 517,781 
4.375% 8/15/25 1,025,000 1,055,750 
  21,589,864 
Construction Materials - 0.1%   
Summit Materials LLC/Summit Materials Finance Corp. 6.5% 3/15/27 (a) 600,000 639,000 
U.S. Concrete, Inc. 6.375% 6/1/24 1,420,000 1,444,992 
  2,083,992 
Containers & Packaging - 0.8%   
ARD Finance SA 6.5% 6/30/27 pay-in-kind (a)(d) 750,000 754,725 
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 6% 2/15/25 (a) 2,260,000 2,356,050 
Crown Americas LLC/Crown Americas Capital Corp. IV 4.75% 2/1/26 980,000 1,010,625 
Crown Americas LLC/Crown Americas Capital Corp. V 4.25% 9/30/26 2,120,000 2,182,127 
Flex Acquisition Co., Inc.:   
6.875% 1/15/25 (a) 1,985,000 1,930,452 
7.875% 7/15/26 (a) 895,000 908,425 
OI European Group BV 4% 3/15/23 (a) 1,445,000 1,461,256 
Owens-Brockway Glass Container, Inc.:   
5.375% 1/15/25 (a) 2,000,000 2,098,560 
6.375% 8/15/25 (a) 650,000 716,625 
Silgan Holdings, Inc. 4.75% 3/15/25 695,000 703,111 
Trivium Packaging Finance BV:   
5.5% 8/15/26 (a) 1,785,000 1,849,710 
8.5% 8/15/27 (a) 315,000 333,245 
  16,304,911 
Metals & Mining - 0.7%   
Allegheny Technologies, Inc. 5.875% 12/1/27 1,150,000 1,152,875 
Cleveland-Cliffs, Inc.:   
5.75% 3/1/25 500,000 455,000 
5.875% 6/1/27 (a) 1,175,000 989,938 
Constellium NV:   
5.875% 2/15/26 (a) 500,000 508,125 
6.625% 3/1/25 (a) 825,000 840,551 
Eldorado Gold Corp. 9.5% 6/1/24 (a) 975,000 1,057,066 
First Quantum Minerals Ltd.:   
6.875% 3/1/26 (a) 1,650,000 1,565,438 
7.25% 5/15/22 (a) 565,000 554,689 
7.25% 4/1/23 (a) 2,395,000 2,299,200 
Freeport-McMoRan, Inc.:   
3.55% 3/1/22 475,000 479,228 
3.875% 3/15/23 1,645,000 1,653,719 
Hecla Mining Co. 7.25% 2/15/28 350,000 343,910 
IAMGOLD Corp. 7% 4/15/25 (a) 750,000 768,525 
Novelis Corp. 5.875% 9/30/26 (a) 1,399,000 1,444,964 
  14,113,228 
Paper & Forest Products - 0.0%   
Berry Global Escrow Corp. 4.875% 7/15/26 (a) 1,105,000 1,124,006 
TOTAL MATERIALS  55,216,001 
REAL ESTATE - 1.5%   
Equity Real Estate Investment Trusts (REITs) - 0.9%   
CoreCivic, Inc.:   
4.625% 5/1/23 275,000 275,605 
5% 10/15/22 802,000 818,441 
CTR Partnership LP/CareTrust Capital Corp. 5.25% 6/1/25 1,170,000 1,216,800 
GLP Capital LP/GLP Financing II, Inc. 5.25% 6/1/25 1,325,000 1,482,874 
MGM Growth Properties Operating Partnership LP:   
4.5% 9/1/26 3,050,000 3,156,750 
4.5% 1/15/28 925,000 948,125 
MPT Operating Partnership LP/MPT Finance Corp.:   
5% 10/15/27 1,650,000 1,721,792 
5.25% 8/1/26 1,035,000 1,076,767 
5.5% 5/1/24 1,500,000 1,526,250 
The GEO Group, Inc.:   
5.875% 10/15/24 350,000 327,250 
6% 4/15/26 1,290,000 1,167,450 
VICI Properties, Inc.:   
3.5% 2/15/25 (a) 630,000 630,977 
4.25% 12/1/26 (a) 1,480,000 1,494,948 
4.625% 12/1/29 (a) 1,660,000 1,713,950 
  17,557,979 
Real Estate Management & Development - 0.6%   
Forestar Group, Inc.:   
5% 3/1/28 (a) 300,000 294,750 
8% 4/15/24 (a) 650,000 704,438 
Greystar Real Estate Partners 5.75% 12/1/25 (a) 1,500,000 1,550,625 
Howard Hughes Corp. 5.375% 3/15/25 (a) 3,045,000 3,082,149 
Hunt Companies, Inc. 6.25% 2/15/26 (a) 1,300,000 1,261,000 
Mattamy Group Corp.:   
4.625% 3/1/30 (a)(b) 500,000 485,085 
5.25% 12/15/27 (a) 725,000 750,375 
Taylor Morrison Communities, Inc./Monarch Communities, Inc.:   
5.625% 3/1/24 (a) 250,000 270,000 
5.75% 1/15/28 (a) 3,000,000 3,314,640 
5.875% 6/15/27 (a) 800,000 896,000 
  12,609,062 
TOTAL REAL ESTATE  30,167,041 
UTILITIES - 2.0%   
Electric Utilities - 0.9%   
Clearway Energy Operating LLC:   
4.75% 3/15/28 (a) 290,000 295,075 
5.75% 10/15/25 900,000 929,997 
InterGen NV 7% 6/30/23 (a) 3,045,000 2,984,100 
NextEra Energy Partners LP:   
4.25% 9/15/24 (a) 1,365,000 1,374,146 
4.5% 9/15/27 (a) 250,000 260,754 
NRG Yield Operating LLC 5% 9/15/26 885,000 906,510 
NSG Holdings II LLC/NSG Holdings, Inc. 7.75% 12/15/25 (a) 1,499,953 1,664,947 
Vistra Operations Co. LLC:   
5% 7/31/27 (a) 2,990,000 3,020,349 
5.5% 9/1/26 (a) 3,566,000 3,607,383 
5.625% 2/15/27 (a) 3,120,000 3,198,000 
  18,241,261 
Gas Utilities - 0.3%   
AmeriGas Partners LP/AmeriGas Finance Corp. 5.875% 8/20/26 2,375,000 2,464,110 
Ferrellgas LP/Ferrellgas Finance Corp. 6.75% 6/15/23 (d) 1,125,000 939,848 
Ferrellgas Partners LP / Ferrellgas Partners Finance Corp.:   
8.625% 6/15/20 300,000 117,750 
8.625% 6/15/20 2,650,000 1,040,125 
Suburban Propane Partners LP/Suburban Energy Finance Corp. 5.875% 3/1/27 1,375,000 1,416,250 
Superior Plus LP / Superior General Partner, Inc. 7% 7/15/26 (a) 975,000 1,043,250 
  7,021,333 
Independent Power and Renewable Electricity Producers - 0.8%   
Calpine Corp.:   
5.125% 3/15/28 (a) 4,500,000 4,230,000 
5.75% 1/15/25 2,000,000 2,006,000 
NRG Energy, Inc.:   
5.25% 6/15/29 (a) 3,495,000 3,632,668 
6.625% 1/15/27 1,910,000 1,991,404 
Talen Energy Supply LLC 10.5% 1/15/26 (a) 565,000 502,850 
TerraForm Power Operating LLC:   
4.25% 1/31/23 (a) 500,000 508,135 
5% 1/31/28 (a) 560,000 602,728 
The AES Corp.:   
4.5% 3/15/23 755,000 751,240 
6% 5/15/26 2,000,000 2,057,900 
  16,282,925 
TOTAL UTILITIES  41,545,519 
TOTAL NONCONVERTIBLE BONDS  701,921,535 
TOTAL CORPORATE BONDS   
(Cost $714,955,686)  704,619,475 
Asset-Backed Securities - 1.3%   
Allegro CLO VII Ltd./LLC Series 2018-1A Class A, 3 month U.S. LIBOR + 1.100% 2.9312% 6/13/31 (a)(d)(e) 6,000,000 5,969,400 
Carlyle Global Market Strategies CLO Series 2018-3RA Class A1A, 3 month U.S. LIBOR + 1.050% 2.8441% 7/27/31 (a)(d)(e) 3,000,000 2,978,100 
Carlyle Global Market Strategies CLO, Ltd. Series 2020-3A Class A1R, 3 month U.S. LIBOR + 1.020% 2.7146% 10/20/29 (a)(d)(e) 2,500,000 2,500,000 
CIFC Funding Ltd./CIFC Funding LLC Series 2020-2A Class AR2, 3 month U.S. LIBOR + 1.010% 0% 4/15/30 (a)(d)(e) 1,500,000 1,500,000 
Greenwood Park CLO, Ltd. Series 2018-1A Class A2, 3 month U.S. LIBOR + 1.010% 2.8412% 4/15/31 (a)(d)(e) 1,852,000 1,839,777 
Greywolf CLO VI, Ltd. Series 2018-1A Class A1, 3 month U.S. LIBOR + 1.030% 2.8241% 4/26/31 (a)(d)(e) 1,500,000 1,488,150 
Jackson Mill CLO LTD. / Jackson Mill CLO LLC Series 2018-1A Class AR, 3 month U.S. LIBOR + 0.830% 2.6613% 4/15/27 (a)(d)(e) 2,479,697 2,474,241 
Madison Park Funding 2015 Series 2020-19A Class A1R2, 3 month U.S. LIBOR + 0.920% 0% 1/22/28 (a)(d)(e) 1,500,000 1,500,000 
OZLM XI, Ltd. Series 2017-11A Class A1R, 3 month U.S. LIBOR + 1.250% 3.0195% 10/30/30 (a)(d)(e) 2,000,000 2,001,400 
Race Point VIII CLO, Ltd. Series 2020-8A Class AR2, 3 month U.S. LIBOR + 1.040% 0% 2/20/30 (a)(d)(e) 3,000,000 3,000,000 
Sound Point CLO XVII, Ltd. Series 2017-3A Class A1B, 3 month U.S. LIBOR + 1.220% 3.0391% 10/20/30 (a)(d)(e) 1,500,000 1,499,400 
TOTAL ASSET-BACKED SECURITIES   
(Cost $26,812,504)  26,750,468 
 Shares Value 
Common Stocks - 0.0%   
ENERGY - 0.0%   
Energy Equipment & Services - 0.0%   
Weatherford International PLC (f)   
(Cost $152,055) 6,540 136,686 
 Principal Amount Value 
Bank Loan Obligations - 1.2%   
COMMUNICATION SERVICES - 0.1%   
Media - 0.1%   
iHeartCommunications, Inc. 1LN, term loan 3 month U.S. LIBOR + 3.000% 4.655% 5/1/26 (d)(e)(g) 750,000 735,000 
WideOpenWest Finance LLC Tranche B, term loan 3 month U.S. LIBOR + 3.250% 4.8894% 8/19/23 (d)(e)(g) 1,456,475 1,405,498 
  2,140,498 
CONSUMER DISCRETIONARY - 0.1%   
Hotels, Restaurants & Leisure - 0.1%   
Golden Entertainment, Inc. Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.62% 10/20/24 (d)(e)(g) 1,312,400 1,282,871 
Playtika Holding Corp. Tranche B 1LN, term loan 3 month U.S. LIBOR + 6.000% 7.6034% 12/10/24 (d)(e)(g) 750,000 750,000 
  2,032,871 
Specialty Retail - 0.0%   
Sally Holdings LLC Tranche B 2LN, term loan 4.5% 7/5/24 (d)(g) 500,000 488,750 
TOTAL CONSUMER DISCRETIONARY  2,521,621 
ENERGY - 0.4%   
Oil, Gas & Consumable Fuels - 0.4%   
California Resources Corp. Tranche B, term loan 3 month U.S. LIBOR + 4.750% 6.3633% 12/31/22 (d)(e)(g) 2,295,000 1,948,845 
Chesapeake Energy Corp. term loan 3 month U.S. LIBOR + 8.000% 9.9278% 6/9/24 (d)(e)(g) 3,735,000 3,383,275 
Citgo Holding, Inc. Tranche B 1LN, term loan 3 month U.S. LIBOR + 7.000% 8.6034% 8/1/23 (d)(e)(g) 375,000 375,000 
Citgo Petroleum Corp. Tranche B 1LN, term loan 3 month U.S. LIBOR + 5.000% 6.9446% 3/28/24 (d)(e)(g) 750,000 746,250 
Gavilan Resources LLC Tranche 2LN, term loan 3 month U.S. LIBOR + 6.000% 7.6034% 3/1/24 (d)(e)(g) 2,475,000 824,992 
Sanchez Energy Corp.:   
1LN, term loan 3 month U.S. LIBOR + 8.000% 6.7821% 5/11/20 (e)(g)(h)(i) 1,274,833 1,274,833 
term loan 7.25% 5/11/20 (d)(g)(i) 373,000 373,000 
  8,926,195 
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
MPH Acquisition Holdings LLC Tranche B, term loan 3 month U.S. LIBOR + 2.750% 4.6946% 6/7/23 (d)(e)(g) 300,000 285,249 
HEALTH CARE - 0.1%   
Health Care Providers & Services - 0.0%   
RegionalCare Hospital Partners Holdings, Inc. Tranche B, term loan 3 month U.S. LIBOR + 3.750% 5.3952% 11/16/25 (d)(e)(g) 335,000 331,650 
Pharmaceuticals - 0.1%   
Mallinckrodt International Finance S.A. Tranche B, term loan 3 month U.S. LIBOR + 2.750% 9/24/24 (e)(g)(j) 500,000 444,165 
TOTAL HEALTH CARE  775,815 
INDUSTRIALS - 0.1%   
Commercial Services & Supplies - 0.1%   
Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 3 month U.S. LIBOR + 4.250% 6.088% 6/21/24 (d)(e)(g) 1,452,750 1,419,337 
West Corp. Tranche B 1LN, term loan 3 month U.S. LIBOR + 4.000% 5.5678% 10/10/24 (d)(e)(g) 1,150,000 911,375 
  2,330,712 
INFORMATION TECHNOLOGY - 0.2%   
Communications Equipment - 0.0%   
Radiate Holdco LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.6034% 2/1/24 (d)(e)(g) 403,588 394,761 
Software - 0.2%   
Almonde, Inc.:   
Tranche 2LN, term loan 3 month U.S. LIBOR + 7.250% 9.0271% 6/13/25 (d)(e)(g) 805,000 765,257 
Tranche B 1LN, term loan 3 month U.S. LIBOR + 3.500% 5.2771% 6/13/24 (d)(e)(g) 240,772 229,136 
Boxer Parent Co., Inc. Tranche B, term loan 3 month U.S. LIBOR + 4.250% 5.8534% 10/2/25 (d)(e)(g) 450,000 431,519 
Informatica Corp. Tranche B 1LN, term loan 3 month U.S. LIBOR + 3.250% 2/14/27 (e)(g)(j) 825,000 806,438 
TIBCO Software, Inc. 2LN, term loan 3 month U.S. LIBOR + 7.750% 2/13/28 (e)(g)(j) 1,000,000 1,000,000 
  3,232,350 
TOTAL INFORMATION TECHNOLOGY  3,627,111 
MATERIALS - 0.1%   
Chemicals - 0.1%   
Solenis International LP Tranche 1LN, term loan 3 month U.S. LIBOR + 4.000% 12/18/23 (e)(g)(j) 1,000,000 973,750 
Starfruit U.S. Holdco LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.6709% 10/1/25 (d)(e)(g) 1,000,000 965,000 
  1,938,750 
Metals & Mining - 0.0%   
Aleris International, Inc. Tranche B 1LN, term loan 3 month U.S. LIBOR + 4.750% 2/27/23 (e)(g)(j) 750,000 747,893 
TOTAL MATERIALS  2,686,643 
REAL ESTATE - 0.1%   
Real Estate Management & Development - 0.1%   
Brookfield Retail Holdings VII Sub 3 LLC Tranche B, term loan 3 month U.S. LIBOR + 2.500% 8/24/25 (e)(g)(j) 1,000,000 977,500 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $25,393,359)  24,271,344 
 Shares Value 
Fixed-Income Funds - 60.0%   
High Yield Fixed-Income Funds - 60.0%   
Artisan High Income Fund Investor Shares 25,486,061 245,940,451 
BlackRock High Yield Bond Portfolio Institutional Class 10,729,857 81,332,317 
Eaton Vance Income Fund of Boston Class A 18,137,743 99,757,584 
Fidelity Capital & Income Fund (k) 15,039,162 147,684,574 
Hotchkis & Wiley High Yield Fund Class A 2,228,463 24,758,219 
MainStay High Yield Corporate Bond Fund Class A 37,604,342 207,952,012 
T. Rowe Price High Yield Fund Advisor Class 27,290,683 176,843,629 
Vanguard High-Yield Corporate Fund Admiral Shares 40,862,480 239,862,760 
TOTAL FIXED-INCOME FUNDS   
(Cost $1,171,077,887)  1,224,131,546 
 Principal Amount Value 
Preferred Securities - 0.9%   
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
MPLX LP 6.875% (d)(l) 2,055,000 1,988,898 
FINANCIALS - 0.7%   
Banks - 0.7%   
Bank of America Corp.:   
5.2% (d)(l) 1,200,000 1,248,515 
6.25% (d)(l) 4,000,000 4,516,559 
Barclays PLC 7.875% (Reg. S) (d)(l) 1,535,000 1,645,438 
Citigroup, Inc. 4.7% (d)(l) 1,075,000 1,065,496 
JPMorgan Chase & Co. 4.6% (d)(l) 2,440,000 2,463,861 
Royal Bank of Scotland Group PLC 7.5% (d)(l) 1,060,000 1,083,414 
Wells Fargo & Co. 5.9% (d)(l) 2,250,000 2,440,738 
  14,464,021 
INDUSTRIALS - 0.1%   
Trading Companies & Distributors - 0.1%   
AerCap Holdings NV 5.875% 10/10/79 (d) 2,530,000 2,626,024 
TOTAL PREFERRED SECURITIES   
(Cost $18,403,669)  19,078,943 
 Shares Value 
Money Market Funds - 2.2%   
Fidelity Cash Central Fund 1.60% (m) 23,055,934 23,060,546 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.53% (n) 21,664,893 21,664,893 
TOTAL MONEY MARKET FUNDS   
(Cost $44,725,294)  44,725,439 
TOTAL INVESTMENT IN SECURITIES - 100.1%   
(Cost $2,001,520,454)  2,043,713,901 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  ( 1,660,368 ) 
NET ASSETS - 100%  $2,042,053,533 

Swaps

Underlying Reference Maturity Date Clearinghouse / Counterparty(1) Fixed Payment Received/(Paid) Payment Frequency Notional Amount Value Upfront Premium Received/(Paid)(2) Unrealized Appreciation/(Depreciation) 
Credit Default Swaps         
Buy Protection         
CDX N.A. HY Series 33 5YR V3 Dec. 2024 ICE (5%) Quarterly $20,975,000 $648,756 $0 $648,756 

 (1) Swaps with Intercontinental Exchange (ICE) are centrally cleared over-the-counter (OTC) swaps.

 (2) Any premiums for centrally cleared over-the-counter (OTC) swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation).

Legend

 (a) 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 $501,784,907 or 24.6% of net assets.

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

 (c) Non-income producing - Security is in default.

 (d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

 (f) Non-income producing

 (g) Remaining maturities of bank loan obligations may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

 (h) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $410,231 and $410,231, respectively.

 (i) Level 3 security

 (j) The coupon rate will be determined upon settlement of the loan after period end.

 (k) Affiliated Fund

 (l) Security is perpetual in nature with no stated maturity date.

 (m) 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.

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $288,492 
Total $288,492 

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

Affiliated Underlying Funds

Fiscal year to date information regarding the Fund's investments in affiliated Underlying Funds, excluding any Money Market Central Funds, is presented below. Exchanges 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 Advisor High Income Advantage Fund Class I $160,296,900 $3,864,008 $165,171,810 $3,864,116 $17,346,425 $(16,335,523) $-- 
Fidelity Capital & Income Fund 360,272,960 9,037,793 222,034,748 8,388,988 24,056,694 (23,648,125) 147,684,574 
Total $520,569,860 $12,901,801 $387,206,558 $12,253,104 $41,403,119 $(39,983,648) $147,684,574 

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 February 29, 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 
Investments in Securities:     
Equities:     
Energy $136,686 $136,686 $-- $-- 
Corporate Bonds 704,619,475 -- 704,619,475 -- 
Asset-Backed Securities 26,750,468 -- 26,750,468 -- 
Bank Loan Obligations 24,271,344 -- 22,623,511 1,647,833 
Fixed-Income Funds 1,224,131,546 1,224,131,546 -- -- 
Preferred Securities 19,078,943 -- 19,078,943 -- 
Money Market Funds 44,725,439 44,725,439 -- -- 
Total Investments in Securities: $2,043,713,901 $1,268,993,671 $773,072,397 $1,647,833 
Derivative Instruments:     
Assets     
Swaps $648,756 $-- $648,756 $-- 
Total Assets $648,756 $-- $648,756 $-- 
Total Derivative Instruments: $648,756 $-- $648,756 $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 29, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Credit Risk   
Swaps(a) $648,756 $0 
Total Credit Risk 648,756 
Total Value of Derivatives $648,756 $0 

 (a) For centrally cleared over-the-counter (OTC) swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin for centrally cleared OTC swaps is included in receivable or payable for daily variation margin on centrally cleared OTC swaps, and the net cumulative appreciation (depreciation) for centrally cleared OTC swaps is included in Total accumulated earnings (loss).

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


Financial Statements

Statement of Assets and Liabilities

  February 29, 2020 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $1,867,696,696) 
$1,872,968,781  
Fidelity Central Funds (cost $23,060,402) 23,060,546  
Other affiliated issuers (cost $110,763,356) 147,684,574  
Total Investment in Securities (cost $2,001,520,454)  $2,043,713,901 
Cash  907,792 
Receivable for investments sold  4,456,116 
Receivable for fund shares sold  563,710 
Interest receivable  12,193,687 
Distributions receivable from Fidelity Central Funds  32,151 
Receivable for daily variation margin on centrally cleared OTC swaps  13,416 
Other receivables  1,476,005 
Total assets  2,063,356,778 
Liabilities   
Payable for investments purchased   
Regular delivery $16,432,578  
Delayed delivery 2,080,000  
Payable for fund shares redeemed 2,421,202  
Distributions payable 73,486  
Accrued management fee 203,475  
Other payables and accrued expenses 92,504  
Total liabilities  21,303,245 
Net Assets  $2,042,053,533 
Net Assets consist of:   
Paid in capital  $2,132,059,986 
Total accumulated earnings (loss)  (90,006,453) 
Net Assets  $2,042,053,533 
Net Asset Value, offering price and redemption price per share ($2,042,053,533 ÷ 219,053,688 shares)  $9.32 

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


Statement of Operations

  Year ended February 29, 2020 
Investment Income   
Dividends:   
Unaffiliated issuers  $83,013,204 
Affiliated issuers  10,967,951 
Interest  32,356,126 
Income from Fidelity Central Funds  288,492 
Total income  126,625,773 
Expenses   
Management fee $7,414,496  
Accounting fees and expenses 266,939  
Custodian fees and expenses 11,478  
Independent trustees' fees and expenses 25,898  
Registration fees 45,508  
Audit 49,034  
Legal 8,158  
Miscellaneous 23,627  
Total expenses before reductions 7,845,138  
Expense reductions (5,719,402)  
Total expenses after reductions  2,125,736 
Net investment income (loss)  124,500,037 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (27,534,350)  
Affiliated issuers 41,403,119  
Swaps 158,171  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 91,452  
Affiliated issuers 1,285,153  
Total net realized gain (loss)  15,403,545 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 28,136,234  
Affiliated issuers (39,983,648)  
Swaps 648,756  
Total change in net unrealized appreciation (depreciation)  (11,198,658) 
Net gain (loss)  4,204,887 
Net increase (decrease) in net assets resulting from operations  $128,704,924 

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


Statement of Changes in Net Assets

 Year ended February 29, 2020 Year ended February 28, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $124,500,037 $163,409,710 
Net realized gain (loss) 15,403,545 (34,529,191) 
Change in net unrealized appreciation (depreciation) (11,198,658) (47,729,454) 
Net increase (decrease) in net assets resulting from operations 128,704,924 81,151,065 
Distributions to shareholders (128,212,511) (152,578,108) 
Share transactions   
Proceeds from sales of shares 264,458,141 518,968,318 
Reinvestment of distributions 92,688,234 99,413,790 
Cost of shares redeemed (958,070,158) (951,905,541) 
Net increase (decrease) in net assets resulting from share transactions (600,923,783) (333,523,433) 
Total increase (decrease) in net assets (600,431,370) (404,950,476) 
Net Assets   
Beginning of period 2,642,484,903 3,047,435,379 
End of period $2,042,053,533 $2,642,484,903 
Other Information   
Shares   
Sold 27,921,160 55,268,271 
Issued in reinvestment of distributions 9,796,252 10,691,042 
Redeemed (101,436,177) (102,827,858) 
Net increase (decrease) (63,718,765) (36,868,545) 

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


Financial Highlights

Strategic Advisers Income Opportunities Fund

      
Years ended February 28, 2020 A 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $9.34 $9.53 $9.57 $8.48 $9.94 
Income from Investment Operations      
Net investment income (loss)B .515 .513 .489 .493 .518 
Net realized and unrealized gain (loss) (.001) (.222) (.050) 1.091 (1.300) 
Total from investment operations .514 .291 .439 1.584 (.782) 
Distributions from net investment income (.530) (.469) (.479) (.494) (.537)C 
Distributions from net realized gain (.004) (.012) – – (.118)C 
Tax return of capital – – – – (.023) 
Total distributions (.534) (.481) (.479) (.494) (.678) 
Net asset value, end of period $9.32 $9.34 $9.53 $9.57 $8.48 
Total ReturnD 5.57% 3.21% 4.66% 19.08% (8.26)% 
Ratios to Average Net AssetsE,F      
Expenses before reductions .34% .36% .38% .29% .26% 
Expenses net of fee waivers, if any .09% .11% .13% .04% .01% 
Expenses net of all reductions .09% .11% .13% .04% .01% 
Net investment income (loss) 5.44% 5.49% 5.09% 5.40% 5.56% 
Supplemental Data      
Net assets, end of period (000 omitted) $2,042,054 $2,642,485 $3,047,435 $3,318,071 $3,813,523 
Portfolio turnover rateG 40% 22% 33% 38% 10% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

 C The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

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

 G Amounts do not include the activity of Underlying Funds.

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


Notes to Financial Statements

For the period ended February 29, 2020

1. Organization.

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

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

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 equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 29, 2020 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Paid in Kind (PIK) income is recorded at the fair market value of the securities received. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), certain independent Trustees have elected to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees of $56,005 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 29, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

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

Gross unrealized appreciation $82,584,928 
Gross unrealized depreciation (39,203,097) 
Net unrealized appreciation (depreciation) $43,381,831 
Tax Cost $2,001,057,624 

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

Capital loss carryforward $(132,937,521) 
Net unrealized appreciation (depreciation) on securities and other investments $43,381,831 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration  
Short-term $(11,096,177) 
Long-term (121,841,344) 
Total capital loss carryforward $(132,937,521) 

The tax character of distributions paid was as follows:

 February 29, 2020 February 28, 2019 
Ordinary Income $128,212,511 $ 152,578,108 

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

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund also invests in unfunded loan commitments, which are contractual obligations for future funding. Information regarding unfunded commitments is included at the end of the Fund's Schedule of Investments.

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Credit Risk Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund. 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to centrally cleared OTC swaps may be mitigated by the protection provided by the clearinghouse.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A centrally cleared OTC swap is a transaction executed between a fund and a dealer counterparty, then cleared by a futures commission merchant (FCM) through a clearinghouse. Once cleared, the clearinghouse serves as a central counterparty, with whom a fund exchanges cash flows for the life of the transaction, similar to transactions in futures contracts.

Centrally cleared OTC swaps require a fund to deposit either cash or securities (initial margin) with the FCM, at the instruction of and for the benefit of the clearinghouse. Centrally cleared OTC swaps are marked-to-market daily and subsequent payments (variation margin) are made or received depending on the daily fluctuations in the value of the swaps and are recorded as unrealized appreciation or (depreciation). These daily payments, if any, are included in receivable or payable for daily variation margin on centrally cleared OTC swaps in the Statement of Assets and Liabilities. Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Any premiums are recognized as realized gain (loss) upon termination or maturity of the swap.

Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Some swaps may be terminated prior to the effective date and realize a gain or loss upon termination. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is presented in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swaps" and are representative of volume of activity during the period.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, are noted in the table below.

 Purchases ($) Sales ($) 
Strategic Advisers Income Opportunities Fund 897,914,971 1,520,368,050 

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .75% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .32% of the Fund's average net assets.

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

Sub-Adviser. FIAM LLC (an affiliate of the investment adviser) and PGIM, Inc. each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Effective July 1, 2019 accounting fees are not paid by the Fund and are instead paid by the investment adviser or an affiliate. For the period, the fees were equivalent to .01%.

Interfund Trades. Funds may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds are managed by FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

 Amount 
Strategic Advisers Income Opportunities Fund $6,102 

During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2022. During the period, this waiver reduced the Fund's management fee by $5,717,643.

In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $1,616 and $143, respectively.

9. Other.

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

10. Coronavirus (Covid-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Income Opportunities Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Income Opportunities Fund (one of the funds constituting Fidelity Rutland Square Trust II, referred to hereafter as the “Fund”) as of February 29, 2020, the related statement of operations for the year ended February 29, 2020, the statement of changes in net assets for each of the two years in the period ended February 29, 2020, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2020 and the financial highlights for each of the five years in the period ended February 29, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian, agent banks and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 15, 2020



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  If the interests of the fund and an underlying Fidelity® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds.  Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict.  Each of the Trustees oversees 14 funds. 

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), and a Director of Strategic Advisers LLC (2018-present). Previously, Mr. Hogan served as a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), President of FMR Co., Inc. (2009-2018), a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of Fidelity Management & Research Company (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of Fidelity Management & Research Company (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

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

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

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

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present) and Chief Executive Officer (2013-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

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

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

Advisory Board Members and Officers:

Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

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

Christine Marcks (1955)

Year of Election or Appointment: 2019

Member of the Advisory Board

Ms. Marcks also serves as Member of the Advisory Board of other Funds. Prior to her retirement, Ms. Marcks served as Chief Executive Officer and President – Prudential Retirement (2007-2017) and Vice President for Rollover and Retirement Income Strategies (2005-2007), Prudential Financial, Inc. (financial services). Previously, Ms. Marcks was Senior Vice President and Head of Financial Horizons (2002-2004) and Vice President, Strategic Marketing (2000-2002) of Voya Financial (formerly ING U.S.) (financial services), held numerous positions at Aetna Financial Services (financial services, 1987-2000) and served as an International Economist for the United States Department of the Treasury (1980-1987). Ms. Marcks also serves as a member of the Board of Trustees, Audit Committee and Benefits & Operations Committee of the YMCA Retirement Fund (2018-present), a non-profit organization providing retirement plan benefits to YMCA staff members, and as a member of the Board of Trustees of Assumption College (2019-present).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of certain funds (2017-2019), as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

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

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers LLC (investment adviser firm, 2015-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present). Previously, Mr. Gryglewicz served as Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), and as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Christina H. Lee (1975)

Year of Election or Appointment: 2020

Secretary and Chief Legal Officer

Ms. Lee also serves as Secretary and CLO of other funds. Ms. Lee serves as Vice President, Associate General Counsel (2014-present) and is an employee of Fidelity Investments (2007-present). Previously, Ms. Lee served as Assistant Secretary of certain funds (2018-2019).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2020

Assistant Secretary

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2020

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (September 1, 2019 to February 29, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
September 1, 2019 
Ending
Account Value
February 29, 2020 
Expenses Paid
During Period-B
September 1, 2019
to February 29, 2020 
Actual .09% $1,000.00 $1,013.80 $.45 
Hypothetical-C  $1,000.00 $1,024.42 $.45 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

A total of 0.37% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers LLC (Strategic Advisers) and the sub-advisory agreement with FIAM LLC (the Sub-Adviser) (the Sub-Advisory Agreement and, together with the management contract, the Advisory Contracts) for the fund. Strategic Advisers and the Sub-Adviser are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board. The Board, acting directly and through its committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts.

At its September 2019 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination to renew the fund's Advisory Contracts, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services provided by and the profits, if any, realized by Strategic Advisers from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreement, the Board also concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided.  The Board considered the staffing within the Investment Advisers, including the backgrounds of the fund's investment personnel and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategies for the funds; (ii) identifying and recommending sub-advisers for the funds; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to the portion of fund assets allocated to the sub-adviser; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

The Board also considered the nature, extent and quality of services provided by the Sub-Adviser. The Trustees noted that under the Sub-Advisory Agreement subject to oversight by Strategic Advisers, the Sub-Adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the Sub-Adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that the Sub-Adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staffs, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of administrative and shareholder services performed by Strategic Advisers and its affiliates under the management contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

In connection with the renewal of the Advisory Contracts, the Board considered annualized return information for the fund for different time periods, measured against an appropriate securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

The Board considered discussions that occur at Board meetings throughout the year with representatives of Strategic Advisers about fund investment performance and the performance of the Sub-Adviser as part of regularly scheduled fund reviews and other reports to the Board on fund performance, taking into account various factors including general market conditions. In its discussions with representatives of Strategic Advisers regarding fund performance, the Board gave particular attention to information indicating underperformance of certain funds for specific time periods and discussed with Strategic Advisers the reasons for any such underperformance.

The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2018, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Income Opportunities Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one-year period and in the second quartile for the three- and five-year periods ended December 31, 2018. The Board also noted that the fund had out-performed 28%, 56%, and 54% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2018. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-, three-, and five-year periods shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2022 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.75%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Income Opportunities Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2018.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the fund's total expenses were above the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2018. The Board considered that, in general, various factors can affect total expenses. The Board noted that the fund's total expenses ranked above the competitive median of its institutional peer group, primarily because the fund's underlying assets are invested in unaffiliated mutual funds that charge a 12b-1 fee, resulting in higher other expenses as compared to the fund's institutional peers.

Fees Charged to Other Clients.  The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and the Sub-Adviser, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability.  The Board considered information regarding the revenues earned and the expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationships with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

The Board also considered information regarding the profitability of the Sub-Adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to the Sub-Adviser as a result of its relationship with the fund. The Board considered profitability information provided by the Sub-Adviser in light of the nature of the relationship between Strategic Advisers and the Sub-Adviser with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2022.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to the Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund

On December 4, 2019, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a sub-advisory agreement (the Sub-Advisory Agreement) with PGIM, Inc. (New Sub-Adviser) for the fund.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. The Board noted that it is familiar with the nature, extent and quality of services provided by the New Sub-Adviser from its oversight of the New Sub-Adviser on behalf of other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to other Strategic Advisers funds will also provide services to the fund.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the New Sub-Adviser's investment staff, its use of technology, and the New Sub-Adviser's approach to managing and compensating its investment personnel. The Board noted that the New Sub-Adviser will utilize a different investment mandate to manage the fund than it currently uses in managing other Strategic Advisers funds and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund. The Board noted that the New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in its deliberations, the Board considered the New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by the New Sub-Adviser under the Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

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

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

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

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 0.75% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2022. The Board also considered that after allocating assets to the New Sub-Adviser, the fund's management fee is expected to continue to rank below the competitive peer group median, and the fund's total net expenses are expected to continue to rank above the competitive peer group median, presented to the Board in the June 2019 management contract renewal materials.

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

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

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, as well as information regarding potential fall-out benefits accruing to the fund's sub-advisers, if any, as a result of their respective relationships with the fund, during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. With respect to the New Sub-Adviser, the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser will have a significant impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale.  The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that the Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to the New Sub-Adviser as assets allocated to the New Sub-Adviser grow.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered and that the Sub-Advisory Agreement should be approved because the Sub-Advisory Agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940 (the Liquidity Rule) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Fund has adopted and implemented a liquidity risk management program (the Program) reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. Strategic Advisers has established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions and (4) borrowings and other funding sources, as applicable.

In accordance with the Program, each of the Fund’s portfolio investments is classified into one of four liquidity categories described below based on a determination of a reasonable expectation for how long it would take to convert the investment to cash (or sell or dispose of the investment) without significantly changing its market value.

  • Highly liquid investments – cash or convertible to cash within three business days or less
  • Moderately liquid investments – convertible to cash in three to seven calendar days
  • Less liquid investments – can be sold or disposed of, but not settled, within seven calendar days
  • Illiquid investments – cannot not be sold or disposed of within seven calendar days

Liquidity classification determinations take into account a variety of factors including various market, trading and investment-specific considerations, as well as market depth, and generally utilize analysis from a third-party liquidity metrics service.

The Liquidity Rule places a 15% limit on a fund’s illiquid investments and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund’s net assets to be invested in highly liquid investments (highly liquid investment minimum or HLIM). The Program includes provisions reasonably designed to comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement as applicable.

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2018 through November 30, 2019. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.





Fidelity Investments

SRQ-ANN-0420
1.912881.109


Strategic Advisers® Core Income Fund

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



Annual Report

February 29, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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 


Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Liquidity Risk Management Program


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. © 2020 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

Early in 2020, the outbreak and spread of a new coronavirus emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. The virus causes a respiratory disease known as COVID-19. On March 11, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread.

In the weeks following the end of this reporting period, as the crisis worsened, we witnessed an escalating human tragedy with wide-scale social and economic consequences from coronavirus-containment measures. The outbreak of COVID-19 prompted a number of measures to limit the spread, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. Amid the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

The situation continues to unfold, and the extent and duration of its impact on financial markets and the economy remain highly uncertain. Extreme events such as the coronavirus crisis are “exogenous shocks” that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets.

Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we’re taking extra steps to be responsive to customer needs. We encourage you to visit our websites, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 29, 2020 Past 1 year Past 5 years Past 10 years 
Strategic Advisers® Core Income Fund 11.25% 3.93% 4.49% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Income Fund on February 28, 2010.

The chart shows how the value of your investment would have changed, and also shows how the Bloomberg Barclays U.S. Aggregate Bond Index performed over the same period.


Period Ending Values

$15,515Strategic Advisers® Core Income Fund

$14,707Bloomberg Barclays U.S. Aggregate Bond Index

Management's Discussion of Fund Performance

Market Recap:  U.S. taxable investment-grade bonds rose strongly for the 12 months ending February 29, 2020, driven by a maturing business cycle, trade uncertainty and the U.S. Federal Reserve’s dovish shift. The Bloomberg Barclays U.S. Aggregate Bond Index gained 11.68% for the period. Longer-term market yields declined in August, shortly after the Fed reduced interest rates for the first time since 2008, citing signs of weakness in some segments of the U.S. economy. The Fed followed with rate cuts of 25 basis points each in September and October. Yields rebounded slightly through the end of 2019, partly due to better-than-expected U.S. economic reports and comments from the Fed in October that seemingly set a high bar for additional accommodation. Yields then declined in January and plunged in February, amid robust investor demand for most fixed-income assets – especially U.S. Treasury bonds – as the outbreak and spread of the new coronavirus threatened to hamper global economic growth and corporate earnings. Within the Bloomberg Barclays index, corporate bonds gained 15.81%, topping the 12.15% advance of U.S. Treasuries. Agency mortgage-backed securities (+7.45%) and asset-backed securities (+5.71%) lagged. Outside the index, U.S. corporate high-yield bonds gained 5.91%, while Treasury Inflation-Protected Securities (TIPS) rose 10.76%.

Comments from Portfolio Manager Jonathan Duggan:  For the fiscal year, the Fund gained 11.25%, modestly trailing the benchmark Bloomberg Barclays U.S. Aggregate Bond Index. At the total Fund level, increased exposure to mortgage-backed securities (MBS) dampened relative performance the past 12 months. Despite posting a solid absolute return, MBS could not keep pace with sectors that directly benefited from declining interest rates. These factors weighed on the performance of PIMCO Income Fund (+6.2%), the Fixed Income Securitized strategy managed by sub-adviser FIAM® (+8.1%), DoubleLine Total Return Fund (+8.4%) and PIMCO Mortgage Opportunities & Bond Fund (+5.5%), making them the primary relative detractors. On the positive side, PGIM Total Return Bond Fund (+16.9%) and Western Asset Core Plus Fund (+13.9%) added considerable value versus the benchmark. Both of these funds were well positioned for declining interest rates and also benefited from overweighted allocations in corporate credit. The Core Investment Grade strategy managed by FIAM® (+12.3%) also contributed, aided by an overweighting in corporate credit and an underweighting in MBS. During the period, I continued to reduce risk in the portfolio by adjusting the allocations to underlying managers and increasing the Fund’s exposure to intermediate- and long-term U.S. Treasuries. Given the uncertain economic impact of the coronavirus pandemic, I plan to maintain this emphasis on risk- and liquidity management in the months ahead.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of February 29, 2020

(excluding cash equivalents) % of fund's net assets 
PIMCO Total Return Fund Institutional Class  15.5 
Fidelity SAI Total Bond Fund  14.5 
Fidelity SAI U.S. Treasury Bond Index Fund  8.4 
Western Asset Core Plus Bond Fund Class I  7.1 
U.S. Treasury Obligations  6.4 
Metropolitan West Total Return Bond Fund Class M  5.0 
Western Asset Core Bond Fund Class I  4.7 
Prudential Total Return Bond Fund Class A  4.6 
Ginnie Mae 4.0 
DoubleLine Total Return Bond Fund Class N  3.0 

Asset Allocation (% of fund's net assets)

As of February 29, 2020 
   Corporate Bonds 7.6% 
   U.S. Government and U.S. Government Agency Obligations 15.9% 
   Asset-Backed Securities 0.9% 
   CMOs and Other Mortgage Related Securities 0.9% 
   Municipal Securities 0.2% 
   Bank Loan Funds 0.4% 
   High Yield Fixed-Income Funds 0.4% 
   Intermediate-Term Bond Funds 66.2% 
   Long Government Bond Funds 1.5% 
   Other Investments 0.3% 
 Short-Term Investments and Net Other Assets (Liabilities)* (2.7)% 
   Intermediate Government Funds 8.4% 


 * Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart

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

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Schedule of Investments February 29, 2020

Showing Percentage of Net Assets

Nonconvertible Bonds - 7.6%   
 Principal Amount Value 
COMMUNICATION SERVICES - 0.7%   
Diversified Telecommunication Services - 0.3%   
AT&T, Inc.:   
3.55% 6/1/24 $3,131,000 $3,335,889 
3.6% 2/17/23 6,860,000 7,224,696 
3.8% 2/15/27 3,375,000 3,693,651 
4.1% 2/15/28 1,580,000 1,768,619 
4.3% 2/15/30 3,709,000 4,248,846 
4.45% 4/1/24 1,147,000 1,261,783 
4.5% 5/15/35 1,980,000 2,278,024 
4.5% 3/9/48 22,490,000 25,640,295 
4.55% 3/9/49 2,211,000 2,563,301 
4.75% 5/15/46 41,715,000 49,183,921 
4.8% 6/15/44 515,000 604,518 
4.9% 6/15/42 7,000,000 8,255,653 
5.15% 11/15/46 10,160,000 12,604,985 
5.35% 9/1/40 59,000 74,117 
6.2% 3/15/40 2,433,000 3,284,097 
6.3% 1/15/38 2,523,000 3,483,557 
British Telecommunications PLC 9.625% 12/15/30 (a) 575,000 910,572 
C&W Senior Financing Designated Activity Co.:   
6.875% 9/15/27 (b) 425,000 448,375 
7.5% 10/15/26 (b) 1,140,000 1,197,000 
Century Telephone Enterprises, Inc. 6.875% 1/15/28 15,000 16,650 
CenturyLink, Inc.:   
5.125% 12/15/26 (b) 495,000 498,713 
5.625% 4/1/25 175,000 182,438 
Level 3 Financing, Inc.:   
5.125% 5/1/23 900,000 902,250 
5.375% 1/15/24 900,000 897,768 
Sable International Finance Ltd. 5.75% 9/7/27 (b) 585,000 609,863 
SFR Group SA:   
7.375% 5/1/26 (b) 510,000 534,837 
8.125% 2/1/27 (b) 135,000 147,120 
Telecom Italia SpA 5.303% 5/30/24 (b) 1,100,000 1,174,250 
Telenet Finance Luxembourg Notes SARL 5.5% 3/1/28 (b) 400,000 422,000 
Verizon Communications, Inc.:   
4.016% 12/3/29 1,146,000 1,332,136 
4.5% 8/10/33 1,310,000 1,605,645 
4.522% 9/15/48 2,361,000 3,043,461 
4.862% 8/21/46 4,163,000 5,539,540 
5.012% 4/15/49 1,594,000 2,202,299 
  151,170,869 
Entertainment - 0.0%   
NBCUniversal, Inc.:   
4.45% 1/15/43 2,406,000 2,965,382 
5.95% 4/1/41 1,495,000 2,177,562 
Netflix, Inc.:   
4.375% 11/15/26 165,000 172,788 
4.875% 4/15/28 145,000 152,643 
4.875% 6/15/30 (b) 70,000 73,766 
5.375% 11/15/29 (b) 120,000 130,464 
5.875% 11/15/28 190,000 213,617 
6.375% 5/15/29 55,000 62,981 
The Walt Disney Co.:   
4.75% 9/15/44 2,230,000 2,953,582 
4.95% 10/15/45 50,000 68,708 
Viacom, Inc.:   
3.875% 4/1/24 1,380,000 1,483,972 
5.85% 9/1/43 220,000 277,336 
  10,732,801 
Interactive Media & Services - 0.0%   
Match Group, Inc. 4.125% 8/1/30 (b) 70,000 68,579 
Media - 0.4%   
Altice Financing SA:   
5% 1/15/28 (b) 200,000 193,980 
7.5% 5/15/26 (b) 300,000 316,500 
Cablevision Systems Corp. 5.875% 9/15/22 1,600,000 1,680,240 
CCO Holdings LLC/CCO Holdings Capital Corp.:   
4% 3/1/23 (b) 1,200,000 1,212,000 
4.5% 8/15/30 (b) 180,000 182,025 
5.75% 2/15/26 (b) 2,400,000 2,495,280 
Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:   
4.464% 7/23/22 11,002,000 11,675,265 
4.8% 3/1/50 750,000 807,713 
4.908% 7/23/25 7,565,000 8,476,249 
5.375% 4/1/38 450,000 516,950 
5.375% 5/1/47 31,249,000 35,956,402 
5.75% 4/1/48 14,203,000 16,937,337 
6.384% 10/23/35 2,985,000 3,933,197 
6.484% 10/23/45 1,295,000 1,665,474 
Comcast Corp.:   
3.45% 2/1/50 755,000 833,237 
3.6% 3/1/24 1,495,000 1,615,438 
3.9% 3/1/38 1,317,000 1,536,649 
4.6% 8/15/45 5,366,000 6,836,094 
4.65% 7/15/42 3,871,000 4,867,177 
4.7% 10/15/48 1,230,000 1,613,963 
CSC Holdings LLC 5.25% 6/1/24 1,600,000 1,728,000 
Discovery Communications LLC:   
3.5% 6/15/22 1,105,000 1,145,125 
3.95% 6/15/25 710,000 773,103 
5% 9/20/37 380,000 436,347 
5.3% 5/15/49 925,000 1,120,686 
DISH DBS Corp. 5.875% 11/15/24 200,000 205,146 
Fox Corp.:   
3.666% 1/25/22 (b) 986,000 1,026,703 
4.03% 1/25/24 (b) 1,733,000 1,874,150 
4.709% 1/25/29 (b) 2,509,000 2,942,074 
5.476% 1/25/39 (b) 2,474,000 3,172,487 
5.576% 1/25/49 (b) 1,641,000 2,205,799 
Radiate Holdco LLC/Radiate Financial Service Ltd. 6.625% 2/15/25 (b) 150,000 150,375 
Sirius XM Radio, Inc.:   
3.875% 8/1/22 (b) 1,500,000 1,496,445 
4.625% 5/15/23 (b) 1,500,000 1,511,250 
Time Warner Cable, Inc.:   
4% 9/1/21 16,424,000 16,879,405 
5.5% 9/1/41 2,591,000 3,030,440 
5.875% 11/15/40 5,543,000 6,628,746 
6.55% 5/1/37 8,522,000 11,101,836 
7.3% 7/1/38 6,393,000 8,679,082 
TWDC Enterprises 18 Corp.:   
1.85% 7/30/26 2,030,000 2,072,096 
2.55% 2/15/22 335,000 343,598 
2.75% 8/16/21 200,000 203,920 
Virgin Media Secured Finance PLC 5.5% 8/15/26 (b) 300,000 308,720 
Ziggo Bond Co. BV 5.125% 2/28/30 (b) 215,000 217,645 
Ziggo BV 5.5% 1/15/27 (b) 1,529,000 1,574,931 
  174,179,279 
Wireless Telecommunication Services - 0.0%   
Millicom International Cellular SA:   
5.125% 1/15/28 (b) 995,000 1,024,850 
6% 3/15/25 (b) 100,000 102,469 
6.625% 10/15/26 (b) 600,000 642,000 
Rogers Communications, Inc. 3% 3/15/23 150,000 156,661 
SoftBank Corp. 5.375% 7/30/22 (Reg. S) 200,000 208,700 
Sprint Communications, Inc. 6% 11/15/22 800,000 858,080 
Ypso Finance BIS SA 6% 2/15/28 (b) 105,000 100,832 
  3,093,592 
TOTAL COMMUNICATION SERVICES  339,245,120 
CONSUMER DISCRETIONARY - 0.3%   
Automobiles - 0.1%   
Ford Motor Co. 6.375% 2/1/29 1,255,000 1,312,216 
General Motors Co. 6.25% 10/2/43 465,000 528,363 
General Motors Financial Co., Inc.:   
3.7% 5/9/23 11,800,000 12,257,073 
4% 1/15/25 2,175,000 2,301,324 
4.25% 5/15/23 1,875,000 1,978,552 
4.375% 9/25/21 7,321,000 7,567,239 
  25,944,767 
Diversified Consumer Services - 0.0%   
California Institute of Technology 3.65% 9/1/19 635,000 758,683 
GEMS MENASA Cayman Ltd. 7.125% 7/31/26 (b) 320,000 329,000 
Ingersoll-Rand Global Holding Co. Ltd. 4.25% 6/15/23 425,000 465,108 
President and Fellows of Harvard College:   
3.15% 7/15/46 190,000 218,890 
3.3% 7/15/56 190,000 228,404 
Service Corp. International 5.125% 6/1/29 270,000 291,938 
Trustees of Boston University 4.061% 10/1/48 450,000 589,433 
University of Pennsylvania Trustees 3.61% 2/15/2119 285,000 352,585 
University of Southern California 3.841% 10/1/47 705,000 907,902 
  4,141,943 
Hotels, Restaurants & Leisure - 0.0%   
1011778 BC Unlimited Liability Co./New Red Finance, Inc.:   
4.25% 5/15/24 (b) 300,000 300,285 
4.375% 1/15/28 (b) 280,000 278,600 
Aramark Services, Inc.:   
4.75% 6/1/26 100,000 103,500 
5% 4/1/25 (b) 300,000 309,750 
5% 2/1/28 (b) 960,000 1,002,000 
Caesars Resort Collection LLC 5.25% 10/15/25 (b) 300,000 294,606 
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 4.625% 4/1/25 400,000 401,500 
KFC Holding Co./Pizza Hut Holding LLC 5% 6/1/24 (b) 300,000 302,364 
Marriott International, Inc.:   
3.125% 6/15/26 1,090,000 1,143,810 
3.6% 4/15/24 660,000 706,718 
McDonald's Corp.:   
3.7% 1/30/26 185,000 202,864 
4.7% 12/9/35 1,535,000 1,930,958 
MCE Finance Ltd. 4.875% 6/6/25 (b) 300,000 301,496 
Twin River Worldwide Holdings, Inc. 6.75% 6/1/27 (b) 300,000 312,542 
Wyndham Hotels & Resorts, Inc. 5.375% 4/15/26 (b) 200,000 207,321 
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:   
5.25% 5/15/27 (b) 300,000 288,750 
5.5% 3/1/25 (b) 300,000 294,375 
Wynn Macau Ltd.:   
4.875% 10/1/24 (b) 300,000 299,412 
5.5% 10/1/27 (b) 190,000 191,781 
  8,872,632 
Household Durables - 0.2%   
Lennar Corp.:   
4.75% 11/29/27 9,350,000 10,308,375 
5% 6/15/27 12,100,000 13,524,049 
5.25% 6/1/26 2,920,000 3,217,840 
Toll Brothers Finance Corp.:   
4.35% 2/15/28 29,675,000 31,318,402 
4.375% 4/15/23 5,000,000 5,200,000 
4.875% 11/15/25 35,000 38,238 
4.875% 3/15/27 7,917,000 8,636,972 
5.625% 1/15/24 885,000 971,288 
5.875% 2/15/22 12,000,000 12,570,000 
  85,785,164 
Internet & Direct Marketing Retail - 0.0%   
Amazon.com, Inc. 2.8% 8/22/24 1,045,000 1,101,840 
Leisure Products - 0.0%   
Hasbro, Inc.:   
2.6% 11/19/22 2,485,000 2,556,876 
3% 11/19/24 5,655,000 5,931,301 
Mattel, Inc. 6.75% 12/31/25 (b) 145,000 152,388 
  8,640,565 
Multiline Retail - 0.0%   
Dollar Tree, Inc. 4.2% 5/15/28 1,395,000 1,560,304 
Specialty Retail - 0.0%   
AutoZone, Inc. 3.75% 4/18/29 1,200,000 1,357,774 
Lowe's Companies, Inc. 4.25% 9/15/44 305,000 347,685 
The Home Depot, Inc.:   
2.625% 6/1/22 260,000 267,420 
3.75% 2/15/24 4,226,000 4,609,333 
4.875% 2/15/44 1,000,000 1,333,888 
5.875% 12/16/36 300,000 433,517 
  8,349,617 
TOTAL CONSUMER DISCRETIONARY  144,396,832 
CONSUMER STAPLES - 0.3%   
Beverages - 0.2%   
Anheuser-Busch Companies LLC / Anheuser-Busch InBev Worldwide, Inc.:   
3.65% 2/1/26 5,100,000 5,558,836 
4.7% 2/1/36 2,765,000 3,293,484 
4.9% 2/1/46 945,000 1,167,681 
Anheuser-Busch InBev Finance, Inc.:   
3.65% 2/1/26 12,330,000 13,481,090 
4.7% 2/1/36 9,871,000 11,597,316 
4.9% 2/1/46 12,306,000 15,081,486 
Anheuser-Busch InBev Worldwide, Inc.:   
4.75% 4/15/58 6,987,000 8,446,172 
5.45% 1/23/39 5,390,000 7,020,583 
5.55% 1/23/49 14,627,000 19,814,300 
5.8% 1/23/59 (Reg. S) 15,062,000 21,278,626 
Constellation Brands, Inc.:   
3.7% 12/6/26 925,000 1,014,388 
4.4% 11/15/25 480,000 542,835 
4.75% 11/15/24 5,595,000 6,336,216 
PepsiCo, Inc.:   
2.75% 3/5/22 900,000 922,933 
3.1% 7/17/22 260,000 270,026 
3.6% 3/1/24 1,952,000 2,115,816 
  117,941,788 
Food & Staples Retailing - 0.0%   
C&S Group Enterprises LLC 5.375% 7/15/22 (b) 400,000 406,040 
Kroger Co. 2.65% 10/15/26 530,000 548,592 
Walgreens Boots Alliance, Inc. 3.3% 11/18/21 2,632,000 2,700,163 
  3,654,795 
Food Products - 0.1%   
Conagra Brands, Inc. 3.8% 10/22/21 1,514,000 1,573,786 
H.J. Heinz Co.:   
3% 6/1/26 2,365,000 2,354,844 
4.375% 6/1/46 7,290,000 6,733,082 
5.2% 7/15/45 4,912,000 4,969,739 
H.J. Heinz Finance Co. 7.125% 8/1/39 (b) 9,093,000 11,038,407 
JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:   
5.75% 6/15/25 (b) 1,300,000 1,330,875 
5.875% 7/15/24 (b) 1,300,000 1,322,776 
JBS U.S.A. Lux SA / JBS Food Co.:   
5.5% 1/15/30 (b) 470,000 495,996 
6.5% 4/15/29 (b) 295,000 319,987 
Lamb Weston Holdings, Inc. 4.625% 11/1/24 (b) 400,000 416,332 
Post Holdings, Inc.:   
4.625% 4/15/30 (b) 40,000 39,424 
5% 8/15/26 (b) 35,000 35,700 
5.625% 1/15/28 (b) 105,000 109,747 
The J.M. Smucker Co. 3.5% 3/15/25 310,000 336,475 
Tyson Foods, Inc. 4% 3/1/26 2,520,000 2,813,308 
  33,890,478 
Tobacco - 0.0%   
Altria Group, Inc.:   
2.85% 8/9/22 1,570,000 1,612,979 
4% 1/31/24 1,380,000 1,492,418 
BAT Capital Corp.:   
3.215% 9/6/26 1,530,000 1,595,835 
3.222% 8/15/24 1,095,000 1,149,822 
3.557% 8/15/27 1,170,000 1,235,139 
Philip Morris International, Inc. 3.875% 8/21/42 530,000 578,927 
  7,665,120 
TOTAL CONSUMER STAPLES  163,152,181 
ENERGY - 1.2%   
Energy Equipment & Services - 0.0%   
Baker Hughes Co. 4.08% 12/15/47 145,000 153,510 
El Paso Pipeline Partners Operating Co. LLC 5% 10/1/21 1,212,000 1,262,934 
Halliburton Co.:   
4.75% 8/1/43 445,000 480,225 
6.7% 9/15/38 170,000 225,238 
Summit Midstream Holdings LLC 5.75% 4/15/25 1,035,000 765,900 
  2,887,807 
Oil, Gas & Consumable Fuels - 1.2%   
Alberta Energy Co. Ltd. 8.125% 9/15/30 6,179,000 7,781,633 
Amerada Hess Corp.:   
7.125% 3/15/33 1,335,000 1,692,396 
7.3% 8/15/31 1,849,000 2,365,592 
7.875% 10/1/29 5,583,000 7,284,396 
Apache Corp. 3.25% 4/15/22 110,000 112,192 
Canadian Natural Resources Ltd. 5.85% 2/1/35 2,743,000 3,531,855 
Cenovus Energy, Inc.:   
4.25% 4/15/27 7,813,000 8,375,239 
5.25% 6/15/37 605,000 640,423 
Chesapeake Energy Corp.:   
7% 10/1/24 165,000 57,750 
8% 6/15/27 455,000 136,500 
Chevron Corp.:   
2.355% 12/5/22 840,000 860,828 
2.566% 5/16/23 4,322,000 4,473,908 
Citgo Holding, Inc. 9.25% 8/1/24 (b) 260,000 270,400 
CNOOC Finance (2013) Ltd. 2.875% 9/30/29 2,225,000 2,333,469 
Columbia Pipeline Group, Inc.:   
3.3% 6/1/20 4,641,000 4,652,836 
4.5% 6/1/25 1,418,000 1,580,605 
Concho Resources, Inc.:   
3.75% 10/1/27 1,890,000 1,963,648 
4.3% 8/15/28 2,415,000 2,625,663 
4.875% 10/1/47 185,000 206,012 
Conoco, Inc. 6.95% 4/15/29 425,000 579,585 
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:   
5.625% 5/1/27 (b) 240,000 221,988 
5.75% 4/1/25 1,500,000 1,466,250 
CVR Energy, Inc. 5.25% 2/15/25 (b) 275,000 256,438 
DCP Midstream LLC:   
4.75% 9/30/21 (b) 2,017,000 2,005,301 
5.35% 3/15/20 (b) 2,258,000 2,260,826 
5.85% 5/21/43 (a)(b) 7,892,000 7,102,800 
DCP Midstream Operating LP:   
3.875% 3/15/23 17,626,000 17,546,683 
5.375% 7/15/25 800,000 838,016 
5.6% 4/1/44 3,773,000 3,508,890 
Denbury Resources, Inc.:   
7.75% 2/15/24 (b) 320,000 179,360 
9.25% 3/31/22 (b) 30,000 24,000 
Devon Energy Corp.:   
5% 6/15/45 915,000 984,240 
5.6% 7/15/41 175,000 199,141 
Ecopetrol SA:   
4.125% 1/16/25 1,320,000 1,376,925 
5.375% 6/26/26 1,490,000 1,671,594 
5.875% 9/18/23 460,000 508,645 
EG Global Finance PLC:   
6.75% 2/7/25 (b) 220,000 215,050 
8.5% 10/30/25 (b) 380,000 391,286 
El Paso Corp. 6.5% 9/15/20 12,030,000 12,333,423 
Enable Midstream Partners LP 3.9% 5/15/24 (a) 1,210,000 1,238,216 
Enbridge Energy Partners LP 4.2% 9/15/21 2,044,000 2,104,151 
Enbridge, Inc.:   
4% 10/1/23 3,799,000 4,063,317 
4.25% 12/1/26 1,943,000 2,167,107 
Encana Corp.:   
5.15% 11/15/41 3,000,000 2,920,858 
6.5% 8/15/34 1,165,000 1,249,215 
Energy Transfer Partners LP:   
3.75% 5/15/30 2,964,000 3,003,852 
4.2% 9/15/23 1,452,000 1,555,314 
4.25% 3/15/23 1,373,000 1,454,086 
4.5% 4/15/24 1,723,000 1,866,662 
4.75% 1/15/26 1,935,000 2,132,000 
4.95% 6/15/28 4,954,000 5,459,204 
5% 5/15/50 6,600,000 6,690,201 
5.25% 4/15/29 2,803,000 3,147,963 
5.3% 4/15/47 560,000 580,811 
5.8% 6/15/38 2,762,000 3,084,922 
6% 6/15/48 1,799,000 2,020,493 
6.25% 4/15/49 2,605,000 3,002,394 
6.625% 10/15/36 900,000 1,063,505 
Enterprise Products Operating LP:   
3.125% 7/31/29 515,000 538,487 
3.7% 1/31/51 215,000 214,294 
3.95% 1/31/60 50,000 48,951 
4.85% 3/15/44 2,850,000 3,351,923 
EOG Resources, Inc. 3.9% 4/1/35 205,000 240,262 
EQT Corp.:   
3.9% 10/1/27 89,000 58,073 
6.125% 2/1/25 277,000 210,631 
Exxon Mobil Corp.:   
2.397% 3/6/22 1,575,000 1,607,680 
4.114% 3/1/46 705,000 859,473 
Global Partners LP/GLP Finance Corp. 7% 8/1/27 500,000 517,153 
Hess Corp.:   
4.3% 4/1/27 1,117,000 1,177,742 
5.6% 2/15/41 1,896,000 2,049,428 
5.8% 4/1/47 4,517,000 5,002,633 
Hess Infrastructure Partners LP 5.625% 2/15/26 (b) 600,000 598,512 
Hess Midstream Partners LP 5.125% 6/15/28 (b) 115,000 112,125 
Hilcorp Energy I LP/Hilcorp Finance Co. 5% 12/1/24 (b) 225,000 177,750 
Holly Energy Partners LP/Holly Finance Corp. 5% 2/1/28 (b) 285,000 286,781 
Kinder Morgan Energy Partners LP:   
3.45% 2/15/23 1,900,000 1,984,005 
4.15% 3/1/22 885,000 930,791 
4.15% 2/1/24 300,000 323,329 
Kinder Morgan, Inc. 5.55% 6/1/45 3,329,000 3,961,061 
Magellan Midstream Partners LP:   
3.95% 3/1/50 1,035,000 1,085,175 
4.2% 10/3/47 695,000 782,249 
4.25% 9/15/46 65,000 70,651 
Marathon Petroleum Corp. 5.125% 3/1/21 2,870,000 2,951,592 
MPLX LP:   
3 month U.S. LIBOR + 0.900% 2.785% 9/9/21 (a)(c) 2,069,000 2,074,943 
3 month U.S. LIBOR + 1.100% 2.985% 9/9/22 (a)(c) 3,115,000 3,126,416 
4.125% 3/1/27 505,000 541,468 
4.5% 7/15/23 1,235,000 1,333,571 
4.5% 4/15/38 900,000 909,581 
4.7% 4/15/48 1,945,000 2,027,359 
4.8% 2/15/29 2,855,000 3,198,886 
4.875% 12/1/24 2,489,000 2,760,819 
5.5% 2/15/49 4,516,000 5,072,515 
Noble Energy, Inc.:   
5.25% 11/15/43 295,000 312,143 
6% 3/1/41 360,000 411,058 
Occidental Petroleum Corp.:   
2.6% 8/13/21 2,048,000 2,074,098 
2.6% 4/15/22 2,105,000 2,142,920 
2.7% 8/15/22 1,810,000 1,844,411 
2.9% 8/15/24 5,981,000 6,061,843 
3.125% 2/15/22 4,427,000 4,530,846 
3.2% 8/15/26 805,000 819,604 
3.5% 8/15/29 2,534,000 2,556,792 
4.3% 8/15/39 369,000 354,291 
4.4% 8/15/49 1,569,000 1,492,759 
4.85% 3/15/21 1,762,000 1,808,134 
5.55% 3/15/26 7,413,000 8,374,928 
6.45% 9/15/36 4,200,000 4,961,575 
6.6% 3/15/46 6,475,000 7,860,624 
6.95% 7/1/24 975,000 1,145,009 
7.5% 5/1/31 8,126,000 10,324,812 
ONEOK Partners LP:   
3.375% 10/1/22 1,065,000 1,101,711 
6.65% 10/1/36 400,000 518,220 
ONEOK, Inc.:   
4.45% 9/1/49 1,335,000 1,369,789 
4.95% 7/13/47 365,000 400,102 
Parsley Energy LLC/Parsley 5.25% 8/15/25 (b) 700,000 693,000 
Pemex Project Funding Master Trust 6.625% 6/15/35 800,000 800,400 
Petro-Canada 6.8% 5/15/38 350,000 510,919 
Petrobras Global Finance BV 7.25% 3/17/44 34,097,000 42,049,488 
Petroleos Mexicanos:   
6.375% 1/23/45 160,000 150,080 
6.5% 3/13/27 30,470,000 31,879,238 
6.75% 9/21/47 26,150,000 25,040,913 
6.84% 1/23/30 (b) 11,864,000 12,397,880 
7.69% 1/23/50 (b) 80,620,000 84,167,280 
Phillips 66 Co. 4.875% 11/15/44 305,000 367,056 
Phillips 66 Partners LP 3.75% 3/1/28 295,000 316,290 
Plains All American Pipeline LP/PAA Finance Corp.:   
3.55% 12/15/29 2,689,000 2,645,374 
3.6% 11/1/24 1,877,000 1,945,072 
3.65% 6/1/22 10,550,000 10,845,627 
QEP Resources, Inc. 5.25% 5/1/23 300,000 265,560 
Regency Energy Partners LP/Regency Energy Finance Corp. 5.875% 3/1/22 2,310,000 2,466,224 
Schlumberger Investment SA 3.65% 12/1/23 210,000 223,873 
Shell International Finance BV 3.25% 5/11/25 1,465,000 1,578,712 
Spectra Energy Partners LP 4.75% 3/15/24 6,000,000 6,600,699 
Sunoco Logistics Partner Operations LP:   
5.35% 5/15/45 850,000 877,552 
5.4% 10/1/47 1,861,000 1,972,894 
Sunoco LP/Sunoco Finance Corp. 5.5% 2/15/26 500,000 507,550 
Targa Resources Partners LP/Targa Resources Partners Finance Corp.:   
4.25% 11/15/23 600,000 594,300 
5.125% 2/1/25 900,000 903,393 
5.875% 4/15/26 400,000 412,040 
The Williams Companies, Inc.:   
3.7% 1/15/23 2,512,000 2,622,014 
4.55% 6/24/24 12,246,000 13,416,927 
Total Capital International SA:   
2.7% 1/25/23 1,375,000 1,421,848 
2.829% 1/10/30 800,000 845,192 
Valero Energy Corp. 4% 4/1/29 820,000 891,421 
Viper Energy Partners LP 5.375% 11/1/27 (b) 300,000 304,890 
Western Gas Partners LP:   
3.95% 6/1/25 1,126,000 1,142,702 
4.65% 7/1/26 1,931,000 2,026,878 
4.75% 8/15/28 1,465,000 1,500,665 
5.3% 3/1/48 645,000 585,913 
5.375% 6/1/21 4,846,000 4,993,579 
Williams Partners LP:   
3.6% 3/15/22 660,000 681,096 
3.75% 6/15/27 1,635,000 1,714,963 
4% 11/15/21 1,643,000 1,701,267 
4.125% 11/15/20 394,000 398,021 
4.3% 3/4/24 2,607,000 2,822,528 
4.85% 3/1/48 100,000 105,424 
4.9% 1/15/45 470,000 503,454 
  531,962,231 
TOTAL ENERGY  534,850,038 
FINANCIALS - 3.1%   
Banks - 1.7%   
Banco Santander SA 3.848% 4/12/23 800,000 847,441 
Bank of America Corp.:   
2.496% 2/13/31 (a) 1,800,000 1,827,728 
3.004% 12/20/23 (a) 10,921,000 11,317,016 
3.3% 1/11/23 3,572,000 3,734,534 
3.419% 12/20/28 (a) 14,538,000 15,708,665 
3.5% 4/19/26 5,358,000 5,852,671 
3.95% 4/21/25 14,568,000 15,900,465 
3.97% 3/5/29 (a) 7,295,000 8,207,871 
4% 1/22/25 45,375,000 49,435,241 
4.1% 7/24/23 13,989,000 15,148,796 
4.2% 8/26/24 2,028,000 2,226,267 
4.25% 10/22/26 10,727,000 11,975,936 
4.45% 3/3/26 2,065,000 2,330,881 
Banque Federative du Credit Mutuel SA 3 month U.S. LIBOR + 0.730% 2.5491% 7/20/22 (a)(b)(c) 8,041,000 8,128,387 
Barclays PLC:   
3.65% 3/16/25 1,400,000 1,485,286 
3.932% 5/7/25 (a) 200,000 212,708 
4.375% 1/12/26 1,440,000 1,588,968 
4.836% 5/9/28 6,667,000 7,375,788 
4.95% 1/10/47 1,405,000 1,708,483 
4.972% 5/16/29 (a) 15,000,000 17,353,328 
5.088% 6/20/30 (a) 13,438,000 15,257,951 
5.2% 5/12/26 1,701,000 1,897,074 
Capital One Bank NA 3.375% 2/15/23 1,035,000 1,082,849 
Capital One NA 2.15% 9/6/22 5,084,000 5,134,994 
CIT Group, Inc.:   
4.75% 2/16/24 2,480,000 2,635,000 
5% 8/1/23 7,000,000 7,472,500 
6.125% 3/9/28 4,840,000 5,808,000 
Citigroup, Inc.:   
2.666% 1/29/31 (a) 4,890,000 5,014,319 
2.7% 10/27/22 50,590,000 52,069,009 
3.2% 10/21/26 3,500,000 3,726,193 
3.352% 4/24/25 (a) 6,698,000 7,091,608 
3.4% 5/1/26 1,045,000 1,129,904 
3.668% 7/24/28 (a) 1,275,000 1,396,541 
3.7% 1/12/26 4,465,000 4,884,865 
4.05% 7/30/22 1,159,000 1,223,062 
4.3% 11/20/26 2,129,000 2,357,007 
4.4% 6/10/25 17,376,000 19,336,359 
4.45% 9/29/27 6,075,000 6,865,834 
4.5% 1/14/22 2,773,000 2,915,280 
4.6% 3/9/26 5,735,000 6,490,226 
4.75% 5/18/46 10,000,000 12,615,431 
5.5% 9/13/25 8,267,000 9,679,642 
Citizens Financial Group, Inc.:   
4.15% 9/28/22 (b) 3,115,000 3,302,158 
4.3% 12/3/25 9,918,000 11,071,044 
Commonwealth Bank of Australia 3.61% 9/12/34 (a)(b) 3,419,000 3,634,904 
Credit Suisse Group Funding Guernsey Ltd.:   
3.75% 3/26/25 16,672,000 18,023,853 
3.8% 9/15/22 10,230,000 10,766,062 
3.8% 6/9/23 9,457,000 10,048,704 
4.55% 4/17/26 5,384,000 6,073,019 
Discover Bank 7% 4/15/20 3,143,000 3,162,665 
Export-Import Bank of Korea 5.125% 6/29/20 800,000 809,016 
Fifth Third Bancorp 8.25% 3/1/38 603,000 1,005,815 
HSBC Holdings PLC:   
3.973% 5/22/30 (a) 1,000,000 1,096,276 
4.041% 3/13/28 (a) 2,880,000 3,155,222 
4.25% 3/14/24 1,872,000 2,012,404 
4.583% 6/19/29 (a) 1,300,000 1,479,073 
4.875% 1/14/22 4,645,000 4,918,098 
Huntington Bancshares, Inc. 7% 12/15/20 404,000 420,265 
Intesa Sanpaolo SpA:   
5.017% 6/26/24 (b) 31,005,000 32,644,744 
5.71% 1/15/26 (b) 7,646,000 8,316,591 
Japan Bank International Cooperation 3.25% 7/20/23 400,000 427,011 
JPMorgan Chase & Co.:   
2.95% 10/1/26 4,205,000 4,457,849 
3.3% 4/1/26 1,125,000 1,216,433 
3.509% 1/23/29 (a) 7,005,000 7,646,029 
3.625% 5/13/24 2,860,000 3,092,888 
3.797% 7/23/24 (a) 10,889,000 11,639,516 
3.875% 9/10/24 10,030,000 10,863,018 
3.882% 7/24/38 (a) 6,115,000 7,008,631 
3.964% 11/15/48 (a) 1,945,000 2,314,911 
4.125% 12/15/26 7,374,000 8,296,975 
4.35% 8/15/21 4,947,000 5,140,725 
4.625% 5/10/21 1,718,000 1,781,341 
Lloyds Banking Group PLC:   
2.438% 2/5/26 (a) 1,010,000 1,028,663 
3.9% 3/12/24 300,000 322,385 
4.375% 3/22/28 1,365,000 1,528,497 
Peoples United Bank 4% 7/15/24 40,000 42,569 
PNC Bank NA 3.25% 6/1/25 1,710,000 1,836,660 
PNC Financial Services Group, Inc.:   
2.854% 11/9/22 275,000 283,440 
3.9% 4/29/24 375,000 405,295 
Rabobank Nederland 4.375% 8/4/25 7,713,000 8,564,270 
Royal Bank of Scotland Group PLC:   
4.269% 3/22/25 (a) 1,735,000 1,870,509 
4.8% 4/5/26 15,438,000 17,648,574 
5.125% 5/28/24 25,198,000 27,585,320 
6% 12/19/23 40,605,000 45,526,170 
6.1% 6/10/23 35,526,000 39,306,706 
6.125% 12/15/22 5,889,000 6,424,433 
Societe Generale 4.25% 4/14/25 (b) 21,901,000 23,498,792 
Sumitomo Mitsui Banking Corp. 3.95% 7/19/23 250,000 269,419 
SunTrust Banks, Inc. 2.7% 1/27/22 540,000 551,857 
Synchrony Bank 3% 6/15/22 5,477,000 5,631,792 
UniCredit SpA 6.572% 1/14/22 (b) 7,600,000 8,162,675 
Wells Fargo & Co.:   
2.1% 7/26/21 1,530,000 1,543,945 
2.572% 2/11/31 (a) 1,965,000 2,002,744 
2.879% 10/30/30 (a) 3,110,000 3,248,278 
3% 2/19/25 7,625,000 8,048,644 
4.125% 8/15/23 280,000 301,871 
4.3% 7/22/27 21,880,000 24,620,802 
4.65% 11/4/44 1,385,000 1,685,238 
Westpac Banking Corp. 4.11% 7/24/34 (a) 4,937,000 5,404,006 
  781,618,902 
Capital Markets - 0.8%   
Affiliated Managers Group, Inc. 4.25% 2/15/24 1,847,000 2,006,797 
Ares Capital Corp. 4.2% 6/10/24 12,032,000 12,777,672 
Bank of New York Mellon Corp. 3.4% 5/15/24 750,000 803,514 
Credit Suisse Group AG 2.593% 9/11/25 (a)(b) 13,060,000 13,333,383 
Deutsche Bank AG 4.5% 4/1/25 13,996,000 13,945,956 
Deutsche Bank AG New York Branch:   
3.3% 11/16/22 10,180,000 10,448,637 
5% 2/14/22 14,609,000 15,374,097 
Goldman Sachs Group, Inc.:   
2.876% 10/31/22 (a) 12,744,000 12,996,323 
3.2% 2/23/23 5,700,000 5,960,556 
3.691% 6/5/28 (a) 5,415,000 5,919,879 
3.75% 2/25/26 1,650,000 1,803,547 
6.75% 10/1/37 50,999,000 73,075,732 
Intercontinental Exchange, Inc.:   
2.75% 12/1/20 1,768,000 1,783,619 
3.75% 12/1/25 3,162,000 3,485,737 
Moody's Corp.:   
3.25% 1/15/28 2,897,000 3,154,413 
4.875% 2/15/24 2,720,000 3,027,396 
Morgan Stanley:   
3 month U.S. LIBOR + 0.930% 2.7321% 7/22/22 (a)(c) 3,691,000 3,715,899 
3.125% 1/23/23 7,600,000 7,930,025 
3.125% 7/27/26 37,616,000 40,088,891 
3.591% 7/22/28 (a) 2,610,000 2,856,750 
3.7% 10/23/24 21,259,000 23,116,857 
3.75% 2/25/23 3,725,000 3,964,469 
3.875% 4/29/24 4,200,000 4,565,589 
3.875% 1/27/26 1,125,000 1,244,136 
4% 7/23/25 2,450,000 2,720,355 
4.1% 5/22/23 4,350,000 4,650,368 
4.35% 9/8/26 2,340,000 2,619,497 
4.431% 1/23/30 (a) 6,039,000 7,013,357 
5% 11/24/25 40,891,000 47,185,087 
5.75% 1/25/21 4,996,000 5,174,299 
Nomura Holdings, Inc. 2.648% 1/16/25 1,525,000 1,566,378 
  338,309,215 
Consumer Finance - 0.3%   
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:   
2.875% 8/14/24 7,954,000 8,102,526 
3.5% 5/26/22 1,949,000 2,003,806 
4.125% 7/3/23 5,132,000 5,456,220 
4.45% 12/16/21 4,011,000 4,179,175 
4.45% 4/3/26 4,282,000 4,679,925 
4.5% 5/15/21 1,455,000 1,503,038 
4.875% 1/16/24 6,861,000 7,465,960 
5% 10/1/21 2,185,000 2,289,116 
Ally Financial, Inc.:   
4.125% 2/13/22 1,700,000 1,765,467 
5.125% 9/30/24 1,700,000 1,883,294 
Capital One Financial Corp. 3.8% 1/31/28 7,795,000 8,505,995 
Discover Financial Services:   
3.85% 11/21/22 2,293,000 2,424,968 
3.95% 11/6/24 2,567,000 2,781,570 
4.1% 2/9/27 645,000 704,473 
4.5% 1/30/26 6,463,000 7,196,595 
5.2% 4/27/22 1,093,000 1,177,177 
Ford Motor Credit Co. LLC:   
3.35% 11/1/22 3,970,000 4,007,243 
3.664% 9/8/24 1,275,000 1,271,197 
4.063% 11/1/24 22,139,000 22,559,616 
5.085% 1/7/21 4,004,000 4,108,045 
5.584% 3/18/24 8,575,000 9,174,834 
5.596% 1/7/22 8,285,000 8,741,683 
GE Capital International Funding Co. 4.418% 11/15/35 1,370,000 1,564,401 
John Deere Capital Corp.:   
2.65% 6/24/24 615,000 647,246 
2.8% 1/27/23 990,000 1,033,288 
2.8% 3/6/23 1,045,000 1,089,987 
Navient Corp.:   
6.625% 7/26/21 1,300,000 1,338,376 
7.25% 1/25/22 1,300,000 1,368,250 
Springleaf Finance Corp. 6.875% 3/15/25 500,000 550,000 
Synchrony Financial:   
2.85% 7/25/22 2,029,000 2,074,882 
3.75% 8/15/21 2,016,000 2,068,337 
3.95% 12/1/27 8,719,000 9,356,535 
4.25% 8/15/24 2,029,000 2,181,337 
4.375% 3/19/24 3,130,000 3,373,100 
5.15% 3/19/29 11,000,000 12,825,679 
  151,453,341 
Diversified Financial Services - 0.1%   
AXA Equitable Holdings, Inc. 3.9% 4/20/23 1,273,000 1,353,624 
Berkshire Hathaway, Inc.:   
2.75% 3/15/23 2,695,000 2,799,359 
3.125% 3/15/26 1,615,000 1,750,547 
BP Capital Markets America, Inc. 3.245% 5/6/22 2,610,000 2,709,542 
Brixmor Operating Partnership LP:   
4.125% 6/15/26 5,706,000 6,326,435 
4.125% 5/15/29 6,724,000 7,507,961 
General Electric Capital Corp.:   
3.15% 9/7/22 1,386,000 1,431,487 
3.45% 5/15/24 920,000 971,757 
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
4.75% 9/15/24 (b) 305,000 311,100 
6.25% 5/15/26 1,100,000 1,127,621 
6.375% 12/15/25 1,100,000 1,135,750 
MPH Acquisition Holdings LLC 7.125% 6/1/24 (b) 385,000 358,135 
Park Aerospace Holdings Ltd. 5.5% 2/15/24 (b) 7,000,000 7,697,426 
Pine Street Trust I:   
4.572% 2/15/29 (b) 7,798,000 8,834,894 
5.568% 2/15/49 (b) 7,800,000 9,735,022 
Voya Financial, Inc. 3.125% 7/15/24 3,436,000 3,634,461 
  57,685,121 
Insurance - 0.2%   
ACE INA Holdings, Inc.:   
2.7% 3/13/23 1,105,000 1,148,390 
3.15% 3/15/25 1,615,000 1,744,440 
American International Group, Inc.:   
3.75% 7/10/25 2,360,000 2,574,736 
4.125% 2/15/24 360,000 393,104 
4.5% 7/16/44 2,530,000 3,102,931 
4.875% 6/1/22 3,898,000 4,153,626 
Aon Corp. 5% 9/30/20 540,000 550,232 
Arch Capital Finance LLC 4.011% 12/15/26 1,970,000 2,251,208 
CNA Financial Corp. 3.95% 5/15/24 1,400,000 1,518,800 
Liberty Mutual Group, Inc. 4.569% 2/1/29 (b) 1,847,000 2,173,536 
Lincoln National Corp.:   
3.05% 1/15/30 130,000 137,036 
4.35% 3/1/48 165,000 188,485 
6.3% 10/9/37 110,000 155,653 
Markel Corp.:   
4.15% 9/17/50 1,040,000 1,191,065 
4.3% 11/1/47 525,000 587,677 
Marsh & McLennan Companies, Inc.:   
3.5% 6/3/24 1,140,000 1,218,721 
4.375% 3/15/29 5,432,000 6,330,393 
4.75% 3/15/39 2,493,000 3,225,363 
4.8% 7/15/21 1,026,000 1,065,096 
4.9% 3/15/49 4,960,000 6,650,254 
MetLife, Inc. 4.368% 9/15/23 (a) 910,000 1,005,835 
Metropolitan Life Global Funding I U.S. SOFR SEC OVRN FIN RATE INDX + 0.500% 2.08% 5/28/21 (a)(b)(c) 31,400,000 31,462,133 
Pricoa Global Funding I 5.375% 5/15/45 (a) 5,278,000 5,762,943 
Prudential Financial, Inc. 4.5% 11/16/21 1,118,000 1,173,545 
Swiss Re Finance Luxembourg SA 5% 4/2/49 (a)(b) 3,200,000 3,620,800 
The Chubb Corp. 6% 5/11/37 300,000 453,811 
Unum Group:   
4% 6/15/29 5,961,000 6,595,605 
5.625% 9/15/20 3,216,000 3,283,689 
5.75% 8/15/42 2,238,000 2,723,638 
  96,442,745 
Thrifts & Mortgage Finance - 0.0%   
Quicken Loans, Inc. 5.25% 1/15/28 (b) 600,000 620,820 
TOTAL FINANCIALS  1,426,130,144 
HEALTH CARE - 0.7%   
Biotechnology - 0.1%   
AbbVie, Inc.:   
3.6% 5/14/25 2,980,000 3,214,604 
4.25% 11/21/49 (b) 3,195,000 3,601,904 
4.7% 5/14/45 2,925,000 3,449,456 
4.875% 11/14/48 585,000 719,915 
Amgen, Inc. 2.6% 8/19/26 4,225,000 4,469,219 
Baxalta, Inc. 4% 6/23/25 579,000 638,875 
Gilead Sciences, Inc.:   
3.25% 9/1/22 195,000 203,834 
3.65% 3/1/26 685,000 753,993 
4.4% 12/1/21 1,120,000 1,171,033 
4.5% 2/1/45 665,000 814,088 
  19,036,921 
Health Care Equipment & Supplies - 0.0%   
Abbott Laboratories:   
2.55% 3/15/22 500,000 512,703 
3.75% 11/30/26 937,000 1,056,865 
4.9% 11/30/46 1,460,000 2,026,304 
Becton, Dickinson & Co.:   
2.404% 6/5/20 4,246,000 4,254,271 
3.125% 11/8/21 1,050,000 1,077,026 
3.7% 6/6/27 118,000 130,328 
3.734% 12/15/24 855,000 926,133 
Hologic, Inc. 4.375% 10/15/25 (b) 200,000 203,690 
Stryker Corp.:   
3.375% 5/15/24 335,000 356,193 
3.375% 11/1/25 305,000 331,263 
3.5% 3/15/26 675,000 737,757 
Teleflex, Inc. 4.875% 6/1/26 1,000,000 1,042,500 
  12,655,033 
Health Care Providers & Services - 0.4%   
Anthem, Inc.:   
3.3% 1/15/23 3,395,000 3,548,556 
3.65% 12/1/27 3,535,000 3,865,359 
Ascension Health:   
3.106% 11/15/39 610,000 672,204 
3.945% 11/15/46 465,000 577,388 
4.847% 11/15/53 250,000 358,178 
Cardinal Health, Inc. 3.2% 6/15/22 405,000 419,280 
Centene Corp.:   
3.375% 2/15/30 (b) 4,420,000 4,420,000 
4.25% 12/15/27 (b) 5,580,000 5,740,704 
4.625% 12/15/29 (b) 7,750,000 8,292,500 
4.75% 1/15/25 (b) 3,965,000 4,065,513 
5.25% 4/1/25 (b) 1,300,000 1,337,375 
5.375% 8/15/26 (b) 200,000 210,000 
Childrens Hospital Corp. 4.115% 1/1/47 580,000 736,827 
Cigna Corp.:   
3.25% 4/15/25 (b) 1,080,000 1,145,511 
3.75% 7/15/23 6,229,000 6,631,301 
4% 2/15/22 (b) 1,910,000 1,981,377 
4.125% 9/15/20 (b) 1,049,000 1,063,263 
4.125% 11/15/25 4,646,000 5,169,012 
4.375% 10/15/28 7,774,000 8,842,098 
4.5% 2/25/26 (b) 4,925,000 5,566,091 
4.8% 8/15/38 4,840,000 5,820,190 
4.9% 12/15/48 4,836,000 6,000,062 
CommonSpirit Health 2.76% 10/1/24 950,000 989,949 
CVS Health Corp.:   
3% 8/15/26 828,000 867,830 
3.25% 8/15/29 1,903,000 1,996,117 
4.1% 3/25/25 30,084,000 32,970,880 
4.3% 3/25/28 20,029,000 22,413,516 
4.78% 3/25/38 7,778,000 9,173,043 
5.05% 3/25/48 12,863,000 15,830,848 
5.125% 7/20/45 125,000 152,319 
5.3% 12/5/43 305,000 377,444 
Hackensack Meridian Health 4.5% 7/1/57 385,000 521,258 
HCA Holdings, Inc.:   
4.75% 5/1/23 205,000 222,851 
5% 3/15/24 300,000 333,460 
5.25% 6/15/26 900,000 1,029,448 
5.375% 2/1/25 500,000 552,750 
Kaiser Foundation Hospitals 4.15% 5/1/47 1,310,000 1,654,316 
Laboratory Corp. of America Holdings:   
3.25% 9/1/24 795,000 844,944 
4.7% 2/1/45 830,000 996,744 
Memorial Sloan-Kettring Cancer Center:   
4.2% 7/1/55 140,000 181,001 
5% 7/1/42 225,000 311,647 
Mount Sinai Hospital 3.737% 7/1/49 460,000 516,907 
New York & Presbyterian Hospital:   
4.024% 8/1/45 550,000 688,604 
4.063% 8/1/56 540,000 674,479 
NYU Hospitals Center 4.368% 7/1/47 810,000 1,003,988 
Providence St. Joseph Health Obligated Group:   
2.532% 10/1/29 790,000 817,084 
2.746% 10/1/26 780,000 837,202 
Quest Diagnostics, Inc.:   
4.7% 3/30/45 100,000 121,550 
5.75% 1/30/40 68,000 82,621 
Sutter Health 4.091% 8/15/48 2,640,000 3,329,229 
Tenet Healthcare Corp.:   
4.875% 1/1/26 (b) 160,000 163,000 
6.25% 2/1/27 (b) 120,000 125,700 
8.125% 4/1/22 900,000 975,105 
Toledo Hospital:   
5.325% 11/15/28 2,792,000 3,252,377 
6.015% 11/15/48 5,710,000 7,396,574 
UnitedHealth Group, Inc.:   
4.25% 4/15/47 645,000 780,569 
4.25% 6/15/48 1,350,000 1,637,911 
4.7% 2/15/21 240,000 245,172 
6.875% 2/15/38 700,000 1,068,029 
  191,599,255 
Health Care Technology - 0.0%   
IMS Health, Inc. 5% 10/15/26 (b) 900,000 928,445 
Life Sciences Tools & Services - 0.0%   
Charles River Laboratories International, Inc.:   
4.25% 5/1/28 (b) 30,000 30,189 
5.5% 4/1/26 (b) 100,000 105,143 
Thermo Fisher Scientific, Inc. 4.15% 2/1/24 570,000 621,622 
  756,954 
Pharmaceuticals - 0.2%   
Actavis Funding SCS:   
3.85% 6/15/24 560,000 607,020 
4.55% 3/15/35 400,000 477,531 
Bayer U.S. Finance II LLC 4.25% 12/15/25 (b) 51,454,000 57,275,593 
Bristol-Myers Squibb Co.:   
3.625% 5/15/24 (b) 910,000 981,841 
4.25% 10/26/49 (b) 1,770,000 2,276,870 
5% 8/15/45 (b) 510,000 695,404 
Elanco Animal Health, Inc.:   
4.662% 8/27/21 (a) 1,274,000 1,335,770 
5.022% 8/28/23 (a) 4,020,000 4,305,769 
5.65% 8/28/28 (a) 1,693,000 1,939,261 
GlaxoSmithKline Capital PLC 2.85% 5/8/22 710,000 731,588 
GlaxoSmithKline Capital, Inc. 2.8% 3/18/23 1,425,000 1,480,900 
Johnson & Johnson:   
2.45% 3/1/26 45,000 47,329 
3.625% 3/3/37 1,585,000 1,826,307 
Merck & Co., Inc.:   
2.4% 9/15/22 2,875,000 2,940,160 
3.4% 3/7/29 1,525,000 1,708,197 
Mylan NV:   
3.15% 6/15/21 5,494,000 5,581,504 
3.95% 6/15/26 2,804,000 3,048,625 
5.2% 4/15/48 1,680,000 1,990,188 
Novartis Capital Corp.:   
2.4% 9/21/22 4,195,000 4,317,234 
4% 11/20/45 1,340,000 1,684,152 
Perrigo Finance PLC 3.5% 12/15/21 400,000 409,626 
Shire Acquisitions Investments Ireland DAC 3.2% 9/23/26 2,490,000 2,670,755 
Teva Pharmaceutical Finance Netherlands III BV 2.2% 7/21/21 1,013,000 982,711 
Valeant Pharmaceuticals International, Inc. 7% 3/15/24 (b) 1,300,000 1,338,454 
Wyeth LLC 6.45% 2/1/24 3,255,000 3,864,805 
Zoetis, Inc. 3.25% 2/1/23 5,975,000 6,270,895 
  110,788,489 
TOTAL HEALTH CARE  335,765,097 
INDUSTRIALS - 0.2%   
Aerospace & Defense - 0.0%   
BBA U.S. Holdings, Inc. 5.375% 5/1/26 (b) 700,000 714,249 
BWX Technologies, Inc. 5.375% 7/15/26 (b) 700,000 732,764 
Embraer Netherlands Finance BV 5.4% 2/1/27 75,000 85,031 
General Dynamics Corp.:   
2.25% 11/15/22 1,000,000 1,022,906 
3.5% 5/15/25 1,905,000 2,089,059 
Lockheed Martin Corp.:   
2.9% 3/1/25 3,640,000 3,871,593 
3.8% 3/1/45 485,000 572,000 
Moog, Inc. 4.25% 12/15/27 (b) 30,000 30,525 
Northrop Grumman Corp. 4.75% 6/1/43 820,000 1,064,432 
Rockwell Collins, Inc. 3.5% 3/15/27 2,225,000 2,474,965 
The Boeing Co.:   
2.25% 6/15/26 1,335,000 1,340,010 
3.1% 5/1/26 360,000 381,442 
3.6% 5/1/34 1,750,000 1,931,177 
TransDigm, Inc.:   
6.25% 3/15/26 (b) 850,000 899,939 
7.5% 3/15/27 40,000 42,152 
United Technologies Corp. 4.125% 11/16/28 490,000 573,514 
  17,825,758 
Air Freight & Logistics - 0.0%   
Aercap Global Aviation Trust 6.5% 6/15/45 (a)(b) 180,000 193,500 
FedEx Corp. 3.3% 3/15/27 280,000 296,853 
United Parcel Service, Inc. 2.05% 4/1/21 150,000 150,980 
  641,333 
Airlines - 0.0%   
American Airelines 2014-1 Class A Pass-Through Trust Equipment Trust Certificate 3.7% 4/1/28 239,755 260,110 
American Airlines, Inc. equipment trust certificate 3.2% 12/15/29 461,430 495,793 
Continental Airlines, Inc. 4.15% 10/11/25 748,086 806,337 
Delta Air Lines, Inc. 3.625% 3/15/22 480,000 494,372 
Delta Air Lines, Inc. pass-thru trust certificates 6.821% 2/10/24 111,008 121,632 
Southwest Airlines Co. 2.625% 2/10/30 735,000 738,358 
United Airlines pass-thru Trust Series 2013-1A Class O, 4.3% 2/15/27 149,184 163,452 
  3,080,054 
Building Products - 0.0%   
Advanced Drain Systems, Inc. 5% 9/30/27 (b) 400,000 413,500 
Johnson Controls International PLC 4.95% 7/2/64 197,000 237,348 
Masco Corp. 4.45% 4/1/25 1,610,000 1,793,607 
  2,444,455 
Commercial Services & Supplies - 0.0%   
Advocate Health & Hospitals Corp. 3.387% 10/15/49 510,000 582,704 
Cintas Corp. No. 2 3.7% 4/1/27 1,135,000 1,279,420 
LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (b) 300,000 303,006 
Nielsen Co. SARL (Luxembourg) 5% 2/1/25 (b) 520,000 513,500 
Nielsen Finance LLC/Nielsen Finance Co. 5% 4/15/22 (b) 1,200,000 1,194,000 
Waste Management, Inc. 2.9% 9/15/22 375,000 387,956 
WMX Technologies, Inc. 4.6% 3/1/21 345,000 352,226 
  4,612,812 
Construction & Engineering - 0.0%   
AECOM:   
5.125% 3/15/27 600,000 619,962 
5.875% 10/15/24 1,100,000 1,207,250 
  1,827,212 
Electrical Equipment - 0.0%   
ABB Finance (U.S.A.), Inc. 2.875% 5/8/22 115,000 118,716 
Sensata Technologies BV 4.875% 10/15/23 (b) 800,000 844,000 
  962,716 
Industrial Conglomerates - 0.0%   
Covidien International Finance SA 3.2% 6/15/22 865,000 895,056 
General Electric Co. 2.7% 10/9/22 1,170,000 1,195,561 
  2,090,617 
Machinery - 0.0%   
Fortive Corp. 3.15% 6/15/26 275,000 290,469 
Pentair Finance SA 4.5% 7/1/29 670,000 752,975 
Westinghouse Air Brake Co. 4.95% 9/15/28 430,000 488,997 
Xylem, Inc.:   
3.25% 11/1/26 225,000 244,619 
4.875% 10/1/21 525,000 552,885 
  2,329,945 
Professional Services - 0.0%   
Equifax, Inc. 2.6% 12/1/24 1,245,000 1,288,526 
IHS Markit Ltd. 4.125% 8/1/23 365,000 390,813 
  1,679,339 
Road & Rail - 0.1%   
Avolon Holdings Funding Ltd.:   
3.625% 5/1/22 (b) 2,155,000 2,205,989 
3.95% 7/1/24 (b) 2,862,000 2,977,379 
4.375% 5/1/26 (b) 3,477,000 3,702,117 
5.25% 5/15/24 (b) 4,140,000 4,520,224 
Burlington Northern Santa Fe LLC 4.1% 6/1/21 950,000 976,089 
Canadian National Railway Co. 2.85% 12/15/21 600,000 614,068 
CSX Corp.:   
3.4% 8/1/24 1,700,000 1,818,798 
6.15% 5/1/37 1,500,000 2,090,154 
Union Pacific Corp.:   
3.6% 9/15/37 640,000 709,926 
3.75% 2/5/70 315,000 329,314 
4.3% 6/15/42 325,000 385,529 
  20,329,587 
Trading Companies & Distributors - 0.1%   
Air Lease Corp.:   
2.25% 1/15/23 1,711,000 1,723,809 
3% 9/15/23 800,000 824,142 
3.375% 6/1/21 2,750,000 2,807,916 
3.75% 2/1/22 4,752,000 4,891,921 
3.875% 4/1/21 2,900,000 2,970,417 
4.25% 2/1/24 7,846,000 8,457,712 
4.25% 9/15/24 3,212,000 3,450,921 
4.75% 3/1/20 3,227,000 3,227,000 
FLY Leasing Ltd. 5.25% 10/15/24 160,000 164,000 
  28,517,838 
Transportation Infrastructure - 0.0%   
BNSF Funding Trust I 6.613% 12/15/55 (a) 755,000 834,275 
TOTAL INDUSTRIALS  87,175,941 
INFORMATION TECHNOLOGY - 0.1%   
Communications Equipment - 0.0%   
Cisco Systems, Inc.:   
1.85% 9/20/21 725,000 730,065 
2.9% 3/4/21 150,000 152,020 
3% 6/15/22 310,000 323,106 
  1,205,191 
Electronic Equipment & Components - 0.0%   
Diamond 1 Finance Corp./Diamond 2 Finance Corp.:   
5.45% 6/15/23 (b) 6,100,000 6,713,871 
6.02% 6/15/26 (b) 2,112,000 2,473,423 
TTM Technologies, Inc. 5.625% 10/1/25 (b) 700,000 714,000 
  9,901,294 
IT Services - 0.0%   
Fiserv, Inc.:   
2.75% 7/1/24 205,000 212,741 
3.85% 6/1/25 1,490,000 1,629,103 
Global Payments, Inc. 2.65% 2/15/25 495,000 512,469 
IBM Corp. 3.625% 2/12/24 3,865,000 4,170,236 
MasterCard, Inc. 3.375% 4/1/24 870,000 942,425 
Zayo Group LLC/Zayo Capital, Inc. 6.375% 5/15/25 400,000 409,000 
  7,875,974 
Semiconductors & Semiconductor Equipment - 0.0%   
Broadcom Corp./Broadcom Cayman LP 3.125% 1/15/25 1,260,000 1,298,939 
Entegris, Inc. 4.625% 2/10/26 (b) 400,000 412,500 
Qorvo, Inc. 5.5% 7/15/26 600,000 619,800 
  2,331,239 
Software - 0.1%   
CDK Global, Inc.:   
4.875% 6/1/27 500,000 515,000 
5.875% 6/15/26 200,000 209,260 
Microsoft Corp.:   
2.4% 8/8/26 1,815,000 1,908,744 
2.875% 2/6/24 1,700,000 1,795,825 
3.7% 8/8/46 2,050,000 2,479,170 
4.1% 2/6/37 1,930,000 2,393,775 
Nortonlifelock, Inc. 5% 4/15/25 (b) 1,100,000 1,116,678 
Nuance Communications, Inc. 5.625% 12/15/26 600,000 633,000 
Open Text Corp.:   
3.875% 2/15/28 (b) 175,000 174,160 
5.875% 6/1/26 (b) 500,000 529,400 
Open Text Holdings, Inc. 4.125% 2/15/30 (b) 270,000 268,650 
Oracle Corp.:   
2.65% 7/15/26 2,795,000 2,950,854 
2.95% 5/15/25 2,085,000 2,213,030 
4.125% 5/15/45 1,695,000 2,064,117 
SS&C Technologies, Inc. 5.5% 9/30/27 (b) 775,000 815,688 
  20,067,351 
Technology Hardware, Storage & Peripherals - 0.0%   
Apple, Inc.:   
2.85% 5/11/24 2,545,000 2,685,661 
3.25% 2/23/26 9,525,000 10,392,156 
Hewlett Packard Enterprise Co. 4.4% 10/15/22 (a) 5,700,000 6,075,657 
  19,153,474 
TOTAL INFORMATION TECHNOLOGY  60,534,523 
MATERIALS - 0.1%   
Chemicals - 0.1%   
CF Industries Holdings, Inc. 5.15% 3/15/34 300,000 336,900 
Consolidated Energy Finance SA 3 month U.S. LIBOR + 3.750% 5.6436% 6/15/22 (a)(b)(c) 500,000 495,016 
DuPont de Nemours, Inc. 4.493% 11/15/25 2,875,000 3,240,945 
Eastman Chemical Co. 4.65% 10/15/44 485,000 544,954 
Ecolab, Inc. 4.35% 12/8/21 245,000 257,863 
FMC Corp. 4.5% 10/1/49 800,000 972,880 
LYB International Finance II BV 3.5% 3/2/27 1,170,000 1,269,505 
LyondellBasell Industries NV:   
5.75% 4/15/24 1,730,000 1,979,538 
6% 11/15/21 1,919,000 2,040,641 
Nufarm Australia Ltd. 5.75% 4/30/26 (b) 400,000 394,000 
Nutrien Ltd.:   
4.9% 6/1/43 825,000 956,911 
5.25% 1/15/45 180,000 225,900 
OCI NV 6.625% 4/15/23 (b) 400,000 414,400 
Olin Corp. 5.125% 9/15/27 700,000 705,390 
Sherwin-Williams Co. 4.5% 6/1/47 210,000 252,065 
The Chemours Co. LLC 7% 5/15/25 600,000 559,500 
The Dow Chemical Co. 3.625% 5/15/26 3,370,000 3,668,631 
Valvoline, Inc.:   
4.25% 2/15/30 (b) 70,000 69,038 
4.375% 8/15/25 400,000 412,000 
W. R. Grace & Co.-Conn. 5.625% 10/1/24 (b) 400,000 442,000 
  19,238,077 
Construction Materials - 0.0%   
Vulcan Materials Co. 4.5% 6/15/47 795,000 937,208 
Containers & Packaging - 0.0%   
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 6% 2/15/25 (b) 145,000 151,163 
Crown Americas LLC/Crown Americas Capital Corp. V 4.25% 9/30/26 600,000 617,583 
International Paper Co.:   
5% 9/15/35 405,000 514,448 
5.15% 5/15/46 116,000 143,746 
OI European Group BV 4% 3/15/23 (b) 500,000 505,625 
Rock-Tenn Co. 4.9% 3/1/22 185,000 196,836 
Trivium Packaging Finance BV:   
5.5% 8/15/26 (b) 205,000 212,432 
8.5% 8/15/27 (b) 60,000 63,475 
  2,405,308 
Metals & Mining - 0.0%   
Anglo American Capital PLC:   
4.125% 4/15/21 (b) 6,803,000 6,980,436 
4.125% 9/27/22 (b) 1,333,000 1,403,177 
Barrick North America Finance LLC 5.75% 5/1/43 330,000 465,827 
BHP Billiton Financial (U.S.A.) Ltd. 6.25% 10/19/75 (a)(b) 1,979,000 2,018,580 
Corporacion Nacional del Cobre de Chile (Codelco):   
3.625% 8/1/27 (b) 2,033,000 2,174,039 
4.5% 8/1/47 (b) 1,715,000 1,965,819 
Newmont Corp. 2.8% 10/1/29 425,000 441,913 
Southern Copper Corp. 5.875% 4/23/45 455,000 579,414 
  16,029,205 
Paper & Forest Products - 0.0%   
Berry Global Escrow Corp. 4.875% 7/15/26 (b) 200,000 203,440 
TOTAL MATERIALS  38,813,238 
REAL ESTATE - 0.5%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
American Campus Communities Operating Partnership LP 3.75% 4/15/23 813,000 865,280 
Boston Properties, Inc.:   
3.85% 2/1/23 1,175,000 1,248,344 
4.5% 12/1/28 5,210,000 6,151,229 
Camden Property Trust:   
2.95% 12/15/22 954,000 982,544 
4.25% 1/15/24 2,838,000 3,090,581 
CoreCivic, Inc. 4.625% 5/1/23 800,000 801,760 
Corporate Office Properties LP 5% 7/1/25 3,453,000 3,858,568 
CTR Partnership LP/CareTrust Capital Corp. 5.25% 6/1/25 300,000 312,000 
Duke Realty LP:   
3.25% 6/30/26 805,000 869,675 
3.625% 4/15/23 1,382,000 1,464,355 
3.875% 10/15/22 2,108,000 2,223,652 
4.375% 6/15/22 1,237,000 1,308,462 
Equity One, Inc. 3.75% 11/15/22 3,200,000 3,372,118 
GLP Capital LP/GLP Financing II, Inc. 5.25% 6/1/25 200,000 223,830 
HCP, Inc.:   
3% 1/15/30 925,000 972,408 
3.25% 7/15/26 776,000 837,167 
3.5% 7/15/29 887,000 975,834 
Healthcare Trust of America Holdings LP:   
3.1% 2/15/30 1,715,000 1,793,011 
3.5% 8/1/26 1,786,000 1,935,282 
Highwoods/Forsyth LP 3.2% 6/15/21 2,263,000 2,302,994 
Hudson Pacific Properties LP 4.65% 4/1/29 10,503,000 12,248,364 
Lexington Corporate Properties Trust 4.4% 6/15/24 1,319,000 1,395,289 
MGM Growth Properties Operating Partnership LP 5.625% 5/1/24 2,300,000 2,489,750 
MPT Operating Partnership LP/MPT Finance Corp. 6.375% 3/1/24 1,600,000 1,650,000 
Omega Healthcare Investors, Inc.:   
3.625% 10/1/29 7,647,000 8,041,838 
4.375% 8/1/23 6,644,000 7,174,064 
4.5% 1/15/25 2,793,000 3,044,499 
4.5% 4/1/27 1,500,000 1,670,620 
4.75% 1/15/28 7,569,000 8,506,572 
4.95% 4/1/24 1,152,000 1,279,488 
5.25% 1/15/26 5,841,000 6,703,881 
Prologis LP 3.25% 10/1/26 2,158,000 2,347,095 
Realty Income Corp. 3% 1/15/27 585,000 627,202 
Retail Opportunity Investments Partnership LP:   
4% 12/15/24 877,000 937,477 
5% 12/15/23 626,000 675,449 
SBA Communications Corp. 4.875% 9/1/24 200,000 205,376 
Simon Property Group LP:   
2.45% 9/13/29 885,000 902,556 
3.25% 11/30/26 1,070,000 1,167,236 
3.375% 10/1/24 2,620,000 2,791,901 
3.5% 9/1/25 55,000 59,724 
3.75% 2/1/24 275,000 295,840 
SITE Centers Corp.:   
3.625% 2/1/25 2,396,000 2,543,960 
4.25% 2/1/26 5,582,000 6,119,093 
4.625% 7/15/22 1,600,000 1,703,973 
Store Capital Corp. 4.625% 3/15/29 2,475,000 2,863,656 
The GEO Group, Inc.:   
5.875% 10/15/24 65,000 60,775 
6% 4/15/26 265,000 239,825 
Ventas Realty LP:   
3% 1/15/30 10,008,000 10,407,672 
3.125% 6/15/23 1,414,000 1,480,866 
3.85% 4/1/27 1,050,000 1,154,845 
4% 3/1/28 2,712,000 3,020,315 
4.125% 1/15/26 1,628,000 1,806,926 
VICI Properties, Inc.:   
3.5% 2/15/25 (b) 125,000 125,194 
4.25% 12/1/26 (b) 670,000 676,767 
4.625% 12/1/29 (b) 250,000 258,125 
Weingarten Realty Investors 3.375% 10/15/22 472,000 488,019 
Welltower, Inc. 2.7% 2/15/27 340,000 353,103 
WP Carey, Inc.:   
3.85% 7/15/29 1,725,000 1,927,647 
4% 2/1/25 5,544,000 5,970,586 
4.6% 4/1/24 7,436,000 8,130,516 
  149,135,178 
Real Estate Management & Development - 0.2%   
Brandywine Operating Partnership LP:   
3.95% 2/15/23 4,006,000 4,253,575 
3.95% 11/15/27 5,608,000 6,158,733 
4.1% 10/1/24 4,892,000 5,339,946 
4.55% 10/1/29 1,707,000 1,978,666 
CBRE Group, Inc. 4.875% 3/1/26 12,670,000 14,533,109 
Digital Realty Trust LP 3.95% 7/1/22 3,488,000 3,658,909 
Essex Portfolio LP 3.875% 5/1/24 2,685,000 2,923,604 
Howard Hughes Corp. 5.375% 3/15/25 (b) 400,000 404,880 
Liberty Property LP:   
3.375% 6/15/23 4,307,000 4,585,169 
4.125% 6/15/22 1,061,000 1,121,178 
Mack-Cali Realty LP:   
3.15% 5/15/23 3,436,000 3,462,455 
4.5% 4/18/22 644,000 663,661 
Mid-America Apartments LP 4% 11/15/25 1,296,000 1,451,880 
Post Apartment Homes LP 3.375% 12/1/22 1,800,000 1,879,771 
Tanger Properties LP:   
3.125% 9/1/26 3,497,000 3,597,959 
3.75% 12/1/24 3,352,000 3,538,789 
3.875% 12/1/23 1,492,000 1,574,363 
3.875% 7/15/27 13,369,000 14,284,160 
  75,410,807 
TOTAL REAL ESTATE  224,545,985 
UTILITIES - 0.4%   
Electric Utilities - 0.2%   
AEP Transmission Co. LLC 4% 12/1/46 375,000 459,876 
Alabama Power Co.:   
3.75% 3/1/45 1,000,000 1,121,339 
3.85% 12/1/42 250,000 287,702 
4.1% 1/15/42 225,000 259,017 
Appalachian Power Co. 3.3% 6/1/27 605,000 653,355 
Baltimore Gas & Electric Co. 3.35% 7/1/23 470,000 495,401 
CenterPoint Energy Houston Electric LLC:   
2.25% 8/1/22 530,000 541,261 
3.95% 3/1/48 1,235,000 1,474,502 
Clearway Energy Operating LLC 4.75% 3/15/28 (b) 60,000 61,050 
Cleco Corporate Holdings LLC 3.375% 9/15/29 (b) 4,448,000 4,570,756 
Commonwealth Edison Co.:   
3.2% 11/15/49 940,000 997,197 
3.7% 3/1/45 315,000 359,264 
3.75% 8/15/47 250,000 289,691 
4.35% 11/15/45 555,000 691,336 
4.6% 8/15/43 1,045,000 1,318,370 
Dominion Energy South Carolina:   
5.1% 6/1/65 470,000 677,314 
5.45% 2/1/41 35,000 48,056 
Duke Energy Carolinas LLC:   
2.95% 12/1/26 1,270,000 1,360,895 
4.25% 12/15/41 1,450,000 1,773,803 
6.1% 6/1/37 775,000 1,128,234 
Duke Energy Industries, Inc. 3.25% 10/1/49 1,665,000 1,780,691 
Duquesne Light Holdings, Inc.:   
5.9% 12/1/21 (b) 8,875,000 9,468,082 
6.4% 9/15/20 (b) 4,858,000 4,971,480 
Entergy Louisiana LLC:   
2.4% 10/1/26 1,070,000 1,118,669 
4.05% 9/1/23 880,000 958,608 
Evergy Kansas Central 4.125% 3/1/42 655,000 808,645 
Exelon Corp. 5.625% 6/15/35 150,000 197,173 
FirstEnergy Corp.:   
4.25% 3/15/23 12,580,000 13,463,835 
4.85% 7/15/47 335,000 420,378 
7.375% 11/15/31 9,948,000 14,524,374 
Florida Power & Light Co.:   
2.75% 6/1/23 1,200,000 1,251,554 
3.95% 3/1/48 2,080,000 2,557,841 
Fortis, Inc. 3.055% 10/4/26 301,000 319,385 
Georgia Power Co. 2.65% 9/15/29 150,000 155,003 
Hydro-Quebec 8.05% 7/7/24 1,455,000 1,872,149 
Indiana Michigan Power Co. 4.55% 3/15/46 620,000 795,027 
IPALCO Enterprises, Inc.:   
3.45% 7/15/20 8,163,000 8,200,835 
3.7% 9/1/24 2,644,000 2,785,109 
LG&E and KU Energy LLC 3.75% 11/15/20 211,000 213,028 
Louisville Gas & Electric Co. 5.125% 11/15/40 345,000 452,545 
MidAmerican Energy Co. 3.95% 8/1/47 1,675,000 2,046,015 
NextEra Energy Capital Holdings, Inc. 3.15% 4/1/24 2,655,000 2,813,561 
NextEra Energy Partners LP 4.25% 9/15/24 (b) 300,000 302,010 
Northern States Power Co. 6.25% 6/1/36 370,000 547,954 
NRG Yield Operating LLC 5% 9/15/26 480,000 491,666 
NSG Holdings II LLC/NSG Holdings, Inc. 7.75% 12/15/25 (b) 23,648 26,249 
Ohio Power Co. 4% 6/1/49 680,000 832,831 
PacifiCorp:   
5.25% 6/15/35 1,375,000 1,840,746 
5.75% 4/1/37 900,000 1,274,809 
PPL Capital Funding, Inc. 4.7% 6/1/43 1,315,000 1,584,360 
PPL Electric Utilities Corp.:   
4.15% 10/1/45 730,000 890,345 
6.25% 5/15/39 250,000 369,828 
Public Service Co. of Colorado 2.5% 3/15/23 645,000 662,547 
Public Service Electric & Gas Co.:   
2.25% 9/15/26 595,000 615,467 
3.6% 12/1/47 260,000 306,378 
3.65% 9/1/28 860,000 977,799 
3.65% 9/1/42 125,000 145,570 
3.95% 5/1/42 405,000 488,405 
Puget Sound Energy, Inc. 5.764% 7/15/40 285,000 394,823 
Southern California Edison Co.:   
3.6% 2/1/45 1,935,000 2,027,248 
4% 4/1/47 715,000 805,756 
Southwestern Electric Power Co. 3.85% 2/1/48 660,000 727,796 
Virginia Electric & Power Co.:   
3.15% 1/15/26 15,000 16,143 
6% 1/15/36 470,000 668,280 
6% 5/15/37 1,375,000 1,985,864 
Vistra Operations Co. LLC:   
5% 7/31/27 (b) 195,000 196,979 
5.5% 9/1/26 (b) 1,700,000 1,719,729 
5.625% 2/15/27 (b) 225,000 230,625 
Wisconsin Power & Light Co. 4.1% 10/15/44 240,000 276,635 
Xcel Energy, Inc. 3.5% 12/1/49 1,175,000 1,291,597 
  111,440,845 
Gas Utilities - 0.0%   
AGL Capital Corp.:   
3.5% 9/15/21 1,030,000 1,054,284 
4.4% 6/1/43 440,000 516,018 
Atmos Energy Corp. 3.375% 9/15/49 1,595,000 1,747,408 
Nakilat, Inc. 6.067% 12/31/33 (b) 666,000 808,149 
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21 527,000 542,016 
  4,667,875 
Independent Power and Renewable Electricity Producers - 0.1%   
Dolphin Subsidiary II, Inc. 7.25% 10/15/21 11,495,000 11,897,325 
Emera U.S. Finance LP:   
2.7% 6/15/21 1,304,000 1,324,401 
3.55% 6/15/26 2,020,000 2,193,308 
4.75% 6/15/46 760,000 892,712 
Exelon Generation Co. LLC 5.6% 6/15/42 375,000 447,378 
NRG Energy, Inc. 6.625% 1/15/27 400,000 417,048 
PSEG Power LLC 3% 6/15/21 1,075,000 1,095,060 
TerraForm Power Operating LLC 5% 1/31/28 (b) 400,000 430,520 
The AES Corp. 4.875% 5/15/23 602,000 596,444 
  19,294,196 
Multi-Utilities - 0.1%   
Ameren Illinois Co.:   
3.25% 3/15/50 710,000 792,485 
4.5% 3/15/49 600,000 797,180 
CenterPoint Energy, Inc. 2.95% 3/1/30 400,000 416,111 
Consolidated Edison Co. of New York, Inc. 4.3% 12/1/56 300,000 363,587 
Dominion Energy, Inc. 7% 6/15/38 150,000 219,301 
DTE Energy Co. 3.8% 3/15/27 1,635,000 1,781,906 
NiSource Finance Corp.:   
4.8% 2/15/44 305,000 370,479 
5.95% 6/15/41 640,000 883,027 
NiSource, Inc. 2.95% 9/1/29 11,346,000 11,892,372 
NorthWestern Energy Corp. 4.176% 11/15/44 260,000 304,456 
Puget Energy, Inc.:   
3.65% 5/15/25 624,000 670,124 
5.625% 7/15/22 4,555,000 4,911,811 
6% 9/1/21 4,353,000 4,646,345 
6.5% 12/15/20 1,405,000 1,458,055 
San Diego Gas & Electric Co.:   
3.6% 9/1/23 1,025,000 1,087,316 
3.75% 6/1/47 585,000 679,791 
Sempra Energy 4% 2/1/48 590,000 653,011 
WEC Energy Group, Inc. 3 month U.S. LIBOR + 2.110% 3.8043% 5/15/67 (a)(c) 1,012,000 972,459 
  32,899,816 
TOTAL UTILITIES  168,302,732 
TOTAL NONCONVERTIBLE BONDS   
(Cost $3,248,362,096)  3,522,911,831 
U.S. Government and Government Agency Obligations - 6.4%   
U.S. Government Agency Obligations - 0.0%   
Fannie Mae:   
1.625% 10/15/24 $3,505,000 $3,604,216 
1.625% 1/7/25 2,480,000 2,550,260 
1.875% 9/24/26 495,000 517,502 
2% 10/5/22 635,000 651,528 
2.25% 4/12/22 955,000 980,978 
2.375% 1/19/23 455,000 473,649 
2.5% 2/5/24 665,000 703,796 
2.875% 10/30/20 765,000 773,916 
2.875% 9/12/23 670,000 714,859 
6.25% 5/15/29 255,000 361,487 
6.625% 11/15/30 670,000 1,011,652 
Federal Home Loan Bank:   
2.625% 10/1/20 165,000 166,391 
3% 10/12/21 1,165,000 1,202,934 
3.25% 11/16/28 1,815,000 2,094,362 
Freddie Mac:   
2.375% 2/16/21 2,785,000 2,817,609 
6.25% 7/15/32 40,000 61,398 
6.75% 9/15/29 255,000 376,840 
Tennessee Valley Authority:   
2.25% 3/15/20 3,130,000 3,130,901 
2.875% 2/1/27 1,320,000 1,464,660 
5.25% 9/15/39 150,000 226,080 
7.125% 5/1/30 460,000 700,204 
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS  24,585,222 
U.S. Treasury Obligations - 6.4%   
U.S. Treasury Bonds:   
2.375% 11/15/49 1,913,000 2,233,054 
2.875% 8/15/45 18,855,000 23,545,181 
2.875% 11/15/46 7,015,000 8,838,352 
3% 11/15/44 3,705,000 4,706,218 
3% 5/15/45 15,826,000 20,156,513 
3% 2/15/47 4,045,000 5,219,314 
3% 2/15/49 117,700,000 153,984,703 
3.125% 2/15/43 32,100,000 41,342,543 
3.625% 8/15/43 43,790,000 60,871,521 
3.75% 11/15/43 9,925,000 14,065,586 
6.25% 8/15/23 11,080,000 13,090,847 
7.25% 8/15/22 7,335,000 8,462,470 
stripped coupon:   
0% 2/15/29 2,800,000 2,510,860 
0% 11/15/36 1,975,000 1,521,125 
0% 2/15/37 3,725,000 2,860,482 
0% 5/15/39 6,850,000 4,989,239 
0% 8/15/39 14,380,000 10,477,618 
U.S. Treasury Notes:   
1.125% 2/28/25 5,100,000 5,151,797 
1.125% 2/28/27 953,000 957,988 
1.375% 4/30/21 14,560,000 14,610,050 
1.375% 5/31/21 60,865,000 61,136,039 
1.375% 2/15/23 15,120,000 15,340,303 
1.375% 1/31/25 2,125,000 2,171,235 
1.5% 1/31/22 1,450,000 1,465,803 
1.5% 1/31/27 17,561,000 18,091,946 
1.5% 2/15/30 11,970,000 12,377,728 
1.625% 11/15/22 64,320,000 65,581,275 
1.625% 4/30/23 29,145,000 29,812,147 
1.625% 8/15/29 188,233,000 196,519,664 
1.75% 9/30/22 16,995,000 17,370,085 
1.75% 11/15/29 548,700,000 579,350,042 
1.875% 4/30/22 57,915,000 59,114,021 
1.875% 9/30/22 1,213,000 1,243,704 
2% 10/31/22 32,840,000 33,800,826 
2% 2/15/25 23,205,000 24,400,601 
2% 11/15/26 192,301,000 204,252,207 
2.125% 9/30/21 60,710,000 61,807,997 
2.125% 6/30/22 25,130,000 25,841,689 
2.125% 7/31/24 46,305,000 48,714,307 
2.125% 5/15/25 35,440,000 37,552,556 
2.25% 11/15/27 46,660,000 50,740,927 
2.375% 5/15/27 87,359,000 95,381,696 
2.625% 2/15/29 276,154,000 311,611,743 
2.875% 11/15/21 17,335,000 17,896,356 
2.875% 11/30/25 391,344,000 432,633,848 
2.875% 5/15/28 34,740,000 39,614,456 
3.125% 11/15/28 94,900,000 110,792,043 
TOTAL U.S. TREASURY OBLIGATIONS  2,954,210,705 
Other Government Related - 0.0%   
Private Export Funding Corp. Secured:   
1.75% 11/15/24 1,225,000 1,259,058 
3.55% 1/15/24 755,000 825,698 
TOTAL OTHER GOVERNMENT RELATED  2,084,756 
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $2,787,181,879)  2,980,880,683 
U.S. Government Agency - Mortgage Securities - 9.1%   
Fannie Mae - 2.5%   
12 month U.S. LIBOR + 1.550% 4.345% 6/1/36 (a)(c) 6,428 6,703 
12 month U.S. LIBOR + 1.820% 4.387% 2/1/35 (a)(c) 142,647 150,478 
12 month U.S. LIBOR + 1.900% 4.783% 7/1/37 (a)(c) 8,745 9,175 
2% 8/1/31 to 10/1/34 7,314,749 7,427,957 
2.5% 9/1/27 to 12/1/49 96,359,160 99,250,151 
3% 2/1/27 to 2/1/50 270,089,708 282,386,982 
3.5% 9/1/26 to 12/1/49(d)(e)(f) 314,452,243 333,531,150 
4% 5/1/29 to 11/1/49 242,318,829 260,561,070 
4.5% 6/1/24 to 9/1/49 84,775,226 92,618,793 
5% 10/1/21 to 2/1/49 48,444,627 53,984,084 
5.245% 8/1/41 (a) 378,492 418,242 
5.5% 11/1/36 to 1/1/40 2,552,239 2,934,429 
6% to 6% 3/1/22 to 1/1/42 15,384,818 18,091,128 
6.5% 2/1/36 1,792 2,118 
6.542% 2/1/39 (a) 354,578 387,081 
TOTAL FANNIE MAE  1,151,759,541 
Freddie Mac - 1.6%   
6 month U.S. LIBOR + 2.680% 4.873% 10/1/35 (a)(c) 4,417 4,633 
2% 1/1/32 2,121,579 2,159,654 
2.5% 3/1/28 to 2/1/43 35,542,108 36,721,141 
3% 10/1/28 to 1/1/50 (g) 155,316,555 161,960,692 
3.5% 8/1/26 to 9/1/49 306,545,582 325,206,216 
3.5% 8/1/47 11,729,251 12,475,875 
4% 6/1/33 to 7/1/48 143,876,963 155,059,753 
4.5% 7/1/25 to 4/1/49 54,155,752 58,948,282 
5% 10/1/33 to 12/1/47 7,578,867 8,484,385 
6% 7/1/37 to 9/1/38 184,363 218,835 
6.5% 9/1/39 549,715 658,001 
TOTAL FREDDIE MAC  761,897,467 
Ginnie Mae - 4.0%   
3.5% 9/20/40 to 12/20/49 274,903,847 291,182,069 
4.5% 5/15/39 to 3/20/49 81,227,970 87,363,351 
5.5% 6/15/36 to 3/20/41 225,178 256,317 
2.5% 12/20/46 1,066,985 1,101,677 
2.5% 3/1/50 (g) 33,200,000 34,079,322 
2.5% 3/1/50 (g) 18,800,000 19,297,929 
2.5% 3/1/50 (g) 12,100,000 12,420,476 
2.5% 3/1/50 (g) 3,000,000 3,079,457 
2.5% 3/1/50 (g) 3,100,000 3,182,105 
2.5% 3/1/50 (g) 7,100,000 7,288,048 
2.5% 3/1/50 (g) 7,300,000 7,493,345 
2.5% 4/1/50 (g) 19,550,000 20,049,463 
2.5% 4/1/50 (g) 20,750,000 21,280,121 
3% 8/20/42 to 4/20/50 (g) 98,905,960 103,304,483 
3% 3/1/50 (g) 9,850,000 10,177,349 
3% 3/1/50 (g) 25,100,000 25,934,158 
3% 3/1/50 (g) 23,350,000 24,126,000 
3% 3/1/50 (g) 9,900,000 10,229,011 
3% 3/1/50 (g) 5,350,000 5,527,799 
3% 3/1/50 (g) 31,400,000 32,443,529 
3% 3/1/50 (g) 33,575,000 34,690,811 
3% 3/1/50 (g) 5,750,000 5,941,092 
3% 3/1/50 (g) 32,300,000 33,373,439 
3% 3/1/50 (g) 29,300,000 30,273,739 
3% 3/1/50 (g) 200,000 206,647 
3% 3/1/50 (g) 3,000,000 3,099,700 
3% 3/1/50 (g) 11,100,000 11,468,891 
3% 3/1/50 (g) 30,200,000 31,203,649 
3% 3/1/50 (g) 18,900,000 19,528,111 
3% 3/1/50 (g) 9,900,000 10,229,011 
3% 3/1/50 (g) 11,300,000 11,675,537 
3% 3/1/50 (g) 3,350,000 3,461,332 
3% 3/1/50 (g) 3,300,000 3,409,670 
3% 3/1/50 (g) 7,600,000 7,852,574 
3% 3/1/50 (g) 400,000 413,293 
3% 3/1/50 (g) 1,100,000 1,136,557 
3% 4/1/50 (g) 15,500,000 15,998,770 
3% 4/1/50 (g) 30,750,000 31,739,495 
3% 4/1/50 (g) 3,000,000 3,096,536 
3% 4/1/50 (g) 6,700,000 6,915,597 
3% 4/1/50 (g) 9,500,000 9,805,698 
3% 4/1/50 (g) 19,200,000 19,817,831 
3% 4/1/50 (g) 9,900,000 10,218,569 
3% 4/1/50 (g) 4,900,000 5,057,676 
3% 4/1/50 (g) 26,300,000 27,146,300 
3% 4/1/50 (g) 13,000,000 13,418,323 
3.5% 3/1/50 (g) 9,200,000 9,531,217 
3.5% 3/1/50 (g) 14,450,000 14,970,226 
3.5% 3/1/50 (g) 10,600,000 10,981,619 
3.5% 3/1/50 (g) 16,500,000 17,094,030 
3.5% 3/1/50 (g) 8,600,000 8,909,615 
3.5% 3/1/50 (g) 13,400,000 13,882,424 
3.5% 3/1/50 (g) 4,600,000 4,765,608 
3.5% 3/1/50 (g) 11,600,000 12,017,621 
3.5% 3/1/50 (g) 8,575,000 8,883,715 
3.5% 3/1/50 (g) 9,700,000 10,049,217 
3.5% 3/1/50 (g) 4,800,000 4,972,809 
3.5% 3/1/50 (g) 1,350,000 1,398,602 
3.5% 3/1/50 (g) 1,350,000 1,398,602 
3.5% 3/1/50 (g) 4,700,000 4,869,208 
3.5% 3/1/50 (g) 25,400,000 26,314,446 
3.5% 3/1/50 (g) 17,000,000 17,612,031 
3.5% 3/1/50 (g) 41,900,000 43,408,475 
3.5% 3/1/50 (g) 5,000,000 5,180,009 
3.5% 3/1/50 (g) 2,200,000 2,279,204 
3.5% 3/1/50 (g) 9,100,000 9,427,616 
3.5% 3/1/50 (g) 4,900,000 5,076,409 
3.5% 3/1/50 (g) 2,150,000 2,227,404 
3.5% 3/1/50 (g) 3,400,000 3,522,406 
3.5% 3/1/50 (g) 11,700,000 12,121,221 
3.5% 3/1/50 (g) 11,900,000 12,328,421 
3.5% 4/1/50 (g) 27,675,000 28,647,566 
3.5% 4/1/50 (g) 21,800,000 22,566,104 
3.5% 4/1/50 (g) 17,600,000 18,218,506 
3.5% 4/1/50 (g) 15,700,000 16,251,736 
3.5% 4/1/50 (g) 11,900,000 12,318,195 
3.5% 4/1/50 (g) 17,800,000 18,425,535 
3.5% 4/1/50 (g) 13,375,000 13,845,030 
4% 5/20/40 to 5/20/49 331,803,523 351,870,897 
4% 3/1/50 (g) 7,900,000 8,224,872 
4% 3/1/50 (g) 9,200,000 9,578,332 
5% 6/20/34 to 6/20/48 31,753,738 34,558,549 
TOTAL GINNIE MAE  1,868,722,334 
Uniform Mortgage Backed Securities - 1.0%   
2.5% 3/1/35 (g) 13,750,000 14,113,194 
2.5% 3/1/35 (g) 13,100,000 13,446,025 
2.5% 3/1/35 (g) 6,700,000 6,876,974 
2.5% 3/1/35 (g) 3,800,000 3,900,374 
2.5% 3/1/35 (g) 10,000,000 10,264,141 
2.5% 3/1/35 (g) 2,750,000 2,822,639 
2.5% 3/1/35 (g) 2,000,000 2,052,828 
2.5% 3/1/35 (g) 2,650,000 2,719,997 
2.5% 3/1/35 (g) 2,650,000 2,719,997 
2.5% 3/1/35 (g) 1,900,000 1,950,187 
2.5% 3/1/35 (g) 2,550,000 2,617,356 
2.5% 3/1/35 (g) 11,250,000 11,547,159 
2.5% 3/1/35 (g) 7,350,000 7,544,144 
2.5% 3/1/35 (g) 11,200,000 11,495,838 
2.5% 3/1/35 (g)(h) 5,500,000 5,645,278 
2.5% 3/1/50 (g) 5,100,000 5,200,749 
2.5% 3/1/50 (g) 8,500,000 8,667,915 
3% 3/1/50 (g) 17,000,000 17,506,415 
3% 3/1/50 (g)(h) 22,400,000 23,067,276 
3% 3/1/50 (g) 4,400,000 4,531,072 
3% 3/1/50 (g) 4,400,000 4,531,072 
3% 3/1/50 (g) 39,500,000 40,676,669 
3% 3/1/50 (g) 2,000,000 2,059,578 
3% 3/1/50 (g) 5,400,000 5,560,861 
3% 3/1/50 (g) 5,700,000 5,869,798 
3% 3/1/50 (g) 9,300,000 9,577,039 
3% 3/1/50 (g) 5,950,000 6,127,245 
3% 3/1/50 (g) 5,950,000 6,127,245 
3% 3/1/50 (g) 5,600,000 5,766,819 
3% 3/1/50 (g) 3,350,000 3,449,793 
3% 3/1/50 (g) 3,300,000 3,398,304 
3% 3/1/50 (g) 5,650,000 5,818,308 
3% 3/1/50 (g) 5,800,000 5,972,777 
3% 3/1/50 (g) 3,900,000 4,016,177 
3% 3/1/50 (g) 4,000,000 4,119,156 
3.5% 3/1/50 (g) 10,000,000 10,384,160 
3.5% 3/1/50 (g) 9,500,000 9,864,952 
3.5% 3/1/50 (g) 2,700,000 2,803,723 
3.5% 3/1/50 (g) 6,400,000 6,645,862 
3.5% 3/1/50 (g) 3,100,000 3,219,090 
3.5% 3/1/50 (g) 6,300,000 6,542,021 
3.5% 3/1/50 (g) 3,000,000 3,115,248 
3.5% 3/1/50 (g) 11,000,000 11,422,576 
3.5% 3/1/50 (g) 14,600,000 15,160,874 
3.5% 3/1/50 (g) 2,700,000 2,803,723 
3.5% 3/1/50 (g) 8,300,000 8,618,853 
3.5% 3/1/50 (g) 1,500,000 1,557,624 
3.5% 3/1/50 (g) 17,800,000 18,483,805 
3.5% 3/1/50 (g) 16,000,000 16,614,656 
3.5% 3/1/50 (g) 17,000,000 17,653,072 
3.5% 3/1/50 (g) 2,200,000 2,284,515 
3.5% 3/1/50 (g) 2,150,000 2,232,594 
3.5% 3/1/50 (g) 8,500,000 8,826,536 
3.5% 3/1/50 (g) 4,700,000 4,880,555 
3.5% 3/1/50 (g) 4,700,000 4,880,555 
3.5% 3/1/50 (g) 3,000,000 3,115,248 
4% 3/1/50 (g) 1,500,000 1,579,972 
4% 3/1/50 (g) 1,500,000 1,579,972 
4% 3/1/50 (g) 1,500,000 1,579,972 
4% 3/1/50 (g) 3,000,000 3,159,943 
4% 3/1/50 (g) 2,500,000 2,633,286 
TOTAL UNIFORM MORTGAGE BACKED SECURITIES  443,403,786 
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES   
(Cost $4,142,926,878)  4,225,783,128 
Asset-Backed Securities - 0.9%   
AASET Trust:   
Series 2018-1A Class A, 3.844% 1/16/38 (b) $4,382,223 $4,435,651 
Series 2019-1 Class A, 3.844% 5/15/39 (b) 5,235,175 5,352,274 
Series 2019-2:   
Class A, 3.376% 10/16/39 (b) 8,353,669 8,425,642 
Class B, 4.458% 10/16/39 (b) 1,469,492 1,487,095 
Aimco Series 2019-10A Class A, 3 month U.S. LIBOR + 1.320% 3.1221% 7/22/32 (a)(b)(c) 8,486,000 8,491,092 
Allegany Park CLO, Ltd. / Allegany Series 2020-1A Class A, 3 month U.S. LIBOR + 1.330% 3.1491% 1/20/33 (a)(b)(c) 3,880,000 3,873,404 
Apollo Aviation Securitization Equity Trust Series 2020-1A:   
Class A, 3.351% 1/16/40 (b) 3,903,000 3,902,922 
Class B, 4.335% 1/16/40 (b) 622,000 621,981 
Ares CLO Series 2019-54A Class A, 3 month U.S. LIBOR + 1.320% 3.1658% 10/15/32 (a)(b)(c) 7,102,000 7,104,131 
Ares Xli Clo Ltd. / Ares Xli Cl Series 2016-41A Class AR, 3 month U.S. LIBOR + 1.200% 3.0313% 1/15/29 (a)(b)(c) 9,133,000 9,125,694 
Ares XXXIV CLO Ltd. Series 2020-2A Class AR2, 3 month U.S. LIBOR + 1.250% 1.25% 4/17/33 (a)(b)(c)(g) 2,769,000 2,769,000 
Argent Securities, Inc. pass-thru certificates Series 2005-W2 Class A2C, 1 month U.S. LIBOR + 0.360% 1.9868% 10/25/35 (a)(c) 1,791,176 1,787,113 
Beechwood Park CLO Ltd. Series 2019-1A Class A1, 3 month U.S. LIBOR + 1.330% 3.2332% 1/17/33 (a)(b)(c) 2,900,000 2,900,870 
Blackbird Capital Aircraft Series 2016-1A:   
Class A, 4.213% 12/16/41 (b) 8,846,302 9,058,623 
Class AA, 2.487% 12/16/41 (b) 1,698,094 1,690,364 
Bristol Park CLO, Ltd. Series 2020-1A Class AR, 3 month U.S. LIBOR + 0.990% 2.6167% 4/15/29 (a)(b)(c) 8,338,000 8,338,000 
CarMax Auto Owner Trust Series 2019-4 Class A2A, 2.01% 3/15/23 4,300,000 4,324,076 
Carvana Auto Receivables Trust Series 2019-4A:   
Class A2, 2.2% 7/15/22 (b) 1,610,000 1,615,422 
Class A3, 2.3% 9/15/23 (b) 2,936,000 2,961,578 
Castlelake Aircraft Securitization Trust Series 2019-1A:   
Class A, 3.967% 4/15/39 (b) 7,790,442 8,013,470 
Class B, 5.095% 4/15/39 (b) 3,435,596 3,575,645 
Castlelake Aircraft Structured Trust Series 2018-1 Class A, 4.125% 6/15/43 (b) 7,545,790 7,760,837 
Cedar Funding Ltd.:   
Series 2019-10A Class A, 3 month U.S. LIBOR + 1.340% 3.4705% 10/20/32 (a)(b)(c) 5,957,000 5,957,596 
Series 2019-11A Class A1A, 3 month U.S. LIBOR + 1.350% 3.2638% 5/29/32 (a)(b)(c) 4,370,000 4,370,437 
Chase Issuance Trust Series 2012-A7 Class A7, 2.16% 9/15/24 800,000 819,464 
Citi Mortgage Loan Trust Series 2007-1 Class 1A, 1 month U.S. LIBOR + 1.350% 2.9768% 10/25/37 (a)(b)(c) 2,608,671 2,630,995 
Citibank Credit Card Issuance Trust:   
Series 2018-A3 Class A3, 3.29% 5/23/25 700,000 747,082 
Series 2018-A6 Class A6, 3.21% 12/7/24 2,400,000 2,532,185 
Series 2018-A7 Class A7, 3.96% 10/13/30 2,100,000 2,453,691 
CNH Equipment Trust Series 2019-C Class A2, 1.99% 3/15/23 4,300,000 4,321,163 
Consumer Lending Receivables Trust Series 2019-A Class A, 3.52% 4/15/26 (b) 958,423 967,916 
Consumer Loan Underlying Bond Credit Trust:   
Series 2018-P3 Class A, 3.82% 1/15/26 (b) 6,174,900 6,240,601 
Series 2019-HP1 Class A, 2.59% 12/15/26 (b) 7,241,760 7,303,759 
Series 2019-P1 Class A, 2.94% 7/15/26 (b) 2,834,504 2,857,957 
CPS Auto Receivables Trust Series 2019-D Class A, 2.17% 12/15/22 (b) 1,529,728 1,533,919 
DB Master Finance LLC Series 2017-1A:   
Class A2I, 3.629% 11/20/47 (b) 4,228,665 4,342,670 
Class A2II, 4.03% 11/20/47 (b) 7,147,480 7,595,055 
Dell Equipment Finance Trust Series 2019-2 Class A3, 1.91% 10/22/24 (b) 6,242,000 6,321,994 
DLL Securitization Trust Series 2019-MT3 Class A3, 2.08% 2/21/23 (b) 2,600,000 2,632,530 
Dryden CLO, Ltd. Series 2019-76A Class A1, 3 month U.S. LIBOR + 1.330% 3.264% 10/20/32 (a)(b)(c) 2,651,000 2,651,795 
Dryden Senior Loan Fund:   
Series 2014-36A Class AR2, 3 month U.S. LIBOR + 1.280% 3.1113% 4/15/29 (a)(b)(c) 10,300,000 10,296,910 
Series 2019-72A Class A, 3 month U.S. LIBOR + 1.330% 3.0218% 5/15/32 (a)(b)(c) 7,149,000 7,146,140 
Series 2020-78A Class A, 3 month U.S. LIBOR + 1.180% 0% 4/17/33 (a)(b)(c)(g) 5,400,000 5,400,000 
Enterprise Fleet Financing LLC Series 2019-3 Class A2, 2.06% 5/20/25 (b) 9,335,000 9,437,215 
Exeter Automobile Receivables Trust Series 2019-4A Class A, 2.18% 1/17/23 (b) 4,816,962 4,830,418 
First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1 month U.S. LIBOR + 0.820% 2.4518% 3/25/34 (a)(c) 100 99 
Flagship Credit Auto Trust Series 2019-4 Class A, 2.17% 6/17/24 (b) 2,174,737 2,190,256 
Flatiron CLO Ltd. Series 2019-1A Class A, 3 month U.S. LIBOR + 1.320% 3.2149% 11/16/32 (a)(b)(c) 7,901,000 7,903,370 
Ford Credit Floorplan Master Owner Trust Series 2018-4 Class A, 4.06% 11/15/30 5,435,000 6,239,513 
Hertz Fleet Lease Funding LP Series 2017-1 Class A1, 1 month U.S. LIBOR + 0.650% 2.3209% 4/10/31 (a)(b)(c) 1,096,825 1,096,911 
Horizon Aircraft Finance I Ltd. Series 2018-1 Class A, 4.458% 12/15/38 (b) 3,654,031 3,782,430 
Horizon Aircraft Finance Ltd. Series 2019-1 Class A, 3.721% 7/15/39 (b) 3,764,160 3,853,928 
JPMorgan Mtg Acquisition Corp. Series 2005-FRE1 Class A2V3, 1 month U.S. LIBOR + 0.330% 1.9568% 10/25/35 (a)(c) 2,549,594 2,529,725 
Lanark Master Issuer PLC Series 2020-1A Class 1A, 2.277% 12/22/69 (a)(b) 6,383,000 6,442,821 
Madison Park Funding Ltd.:   
Series 2012-10A Class AR2, 3 month U.S. LIBOR + 1.220% 3.0391% 1/20/29 (a)(b)(c) 3,469,000 3,467,266 
Series 2019-37A Class A1, 3 month U.S. LIBOR + 1.300% 3.1313% 7/15/32 (a)(b)(c) 8,529,000 8,530,706 
Madison Park Funding XXXIII Ltd. Series 2019-33A Class A, 3 month U.S. LIBOR + 1.330% 3.1741% 10/15/32 (a)(b)(c) 3,846,000 3,847,538 
Magnetite CLO Ltd.:   
Series 2019-21A Class A, 3 month U.S. LIBOR + 1.280% 3.0991% 4/20/30 (a)(b)(c) 7,784,000 7,794,119 
Series 2019-24A Class A, 3 month U.S. LIBOR + 1.330% 3.2371% 1/15/33 (a)(b)(c) 5,176,000 5,181,694 
Marlette Funding Trust:   
Series 2019-4A Class A, 2.39% 12/17/29 (b) 4,142,429 4,171,106 
Series 2020-1A Class A, 2.24% 3/15/30 (b) 3,000,000 3,013,550 
Metlife Securitization Trust Series 2019-1A Class A1A, 3.75% 4/25/58 (b) 3,681,193 3,881,147 
Milos CLO, Ltd. Series 2020-1A Class AR, 3 month U.S. LIBOR + 1.070% 2.7571% 10/20/30 (a)(b)(c) 8,191,000 8,191,000 
Nationstar HECM Loan Trust:   
Series 2018-2A Class A, 3.1877% 7/25/28 (b) 960,454 960,802 
Series 2018-3A Class A 3.5545% 11/25/28 (b) 3,392,625 3,387,981 
Series 2019-1A Class A, 2.6513% 6/25/29 (b) 2,982,109 2,992,909 
Navistar Financial Dealer Note Master Trust Series 2018-1 Class A, 1 month U.S. LIBOR + 0.630% 2.2568% 9/25/23 (a)(b)(c) 11,000,000 11,021,148 
New Century Home Equity Loan Trust Series 2005-4 Class M2, 1 month U.S. LIBOR + 0.510% 2.1368% 9/25/35 (a)(c) 76,951 76,957 
Niagara Park CLO, Ltd. Series 2019-1A Class A, 3 month U.S. LIBOR + 1.300% 3.1361% 7/17/32 (a)(b)(c) 8,530,000 8,531,706 
Planet Fitness Master Issuer LLC Series 2019-1A Class A2, 3.858% 12/5/49 (b) 6,154,000 6,429,945 
Prosper Marketplace Issuance Trust:   
Series 2018-2A Class A, 3.35% 10/15/24 (b) 556,399 557,500 
Series 2019-4A Class A, 2.48% 2/17/26 (b) 2,019,847 2,029,827 
RMF Buyout Issuance Trust Series 2020-1 Class A, 2.1582% 2/25/30 (b) 277,207 279,679 
Sapphire Aviation Finance Series 2020-1A:   
Class A, 3.228% 3/15/40 (b) 7,806,000 7,805,881 
Class B, 4.335% 3/15/40 (b) 712,000 707,662 
SBA Tower Trust Series 2019, 2.836% 1/15/50 (b) 8,004,000 8,391,151 
SoFi Consumer Loan Program Trust Series 2019-4 Class A, 2.45% 8/25/28 (b) 8,115,234 8,191,665 
Taconic Park CLO, Ltd. Series 2020-1A Class A1R, 3 month U.S. LIBOR + 1.000% 1% 1/20/29 (a)(b)(c) 5,538,000 5,538,000 
Terwin Mortgage Trust Series 2003-4HE Class A1, 1 month U.S. LIBOR + 0.860% 2.4868% 9/25/34 (a)(c) 3,983 3,908 
Thunderbolt Aircraft Lease Ltd. Series 2018-A Class A, 4.147% 9/15/38 (a)(b) 8,014,685 8,316,192 
Thunderbolt III Aircraft Lease Ltd. Series 2019-1 Class A, 3.671% 11/15/39 (b) 10,047,322 10,159,530 
Towd Point Mortgage Trust:   
Series 2018-3 Class A1, 3.75% 5/25/58 (b) 6,476,876 6,841,868 
Series 2018-6 Class A1A, 3.75% 3/25/58 (b) 5,637,552 5,906,824 
Series 2019-1 Class A1, 3.75% 3/25/58 (b) 2,725,328 2,908,398 
Series 2019-MH1 Class A1, 3% 11/25/58 (b) 2,159,746 2,191,897 
Upgrade Receivables Trust:   
Series 2019-1A Class A, 3.48% 3/15/25 (b) 1,046,566 1,050,169 
Series 2019-2A Class A, 2.77% 10/15/25 (b) 4,503,629 4,525,356 
Verde CLO Ltd. Series 2019-1A Class A, 3 month U.S. LIBOR + 1.350% 3.1813% 4/15/32 (a)(b)(c) 8,662,000 8,662,000 
Voya CLO Ltd. Series 2019-2A Class A, 3 month U.S. LIBOR + 1.270% 3.0891% 7/20/32 (a)(b)(c) 8,868,000 8,872,434 
TOTAL ASSET-BACKED SECURITIES   
(Cost $413,495,550)  419,464,944 
Collateralized Mortgage Obligations - 0.3%   
Private Sponsor - 0.1%   
Banc of America Funding Corp. Series 2015-R3 Class 10A1, 1 month U.S. LIBOR + 0.140% 1.8009% 6/27/36 (a)(b)(c) 612,484 606,628 
BCAP LLC Trust sequential payer:   
Series 2010-RR2 Class 5A2, 5% 12/26/36 (b) 517,869 522,863 
Series 2012-RR5 Class 8A5, 1.8578% 7/26/36 (a)(b) 102,135 101,258 
Citigroup Mortgage Loan Trust sequential payer Series 2009-5 Class 5A1, 4.3541% 1/25/37 (a)(b) 91,524 92,531 
CSMC floater Series 2015-1R Class 6A1, 1 month U.S. LIBOR + 0.280% 2.0073% 5/27/37 (a)(b)(c) 579,018 561,577 
FirstKey Mortgage Trust sequential payer Series 2015-1 Class A9, 3% 3/25/45 (a)(b) 1,097,056 1,109,275 
Gosforth Funding PLC floater Series 2018-1A Class A1, 3 month U.S. LIBOR + 0.450% 2.1293% 8/25/60 (a)(b)(c) 5,119,518 5,116,994 
Holmes Master Issuer PLC floater Series 2018-2A Class A2, 3 month U.S. LIBOR + 0.420% 2.2513% 10/15/54 (a)(b)(c) 6,626,443 6,622,639 
JPMorgan Resecuritization Trust floater Series 2012-2 Class 6A1, 1 month U.S. LIBOR + 0.210% 1.8638% 6/21/36 (a)(b)(c) 198,407 197,790 
Lanark Master Issuer PLC:   
floater Series 2019-1A Class 1A1, 3 month U.S. LIBOR + 0.770% 2.4528% 12/22/69 (a)(b)(c) 4,172,980 4,177,412 
Series 2019-2A Class 1A, 2.71% 12/22/69 (b) 5,800,000 5,897,539 
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 1 month U.S. LIBOR + 0.170% 1.8309% 2/25/37 (a)(c) 2,803 2,853 
Nationstar HECM Loan Trust sequential payer Series 2019-2A Class A, 2.2722% 11/25/29 (b) 3,594,663 3,584,875 
New Residential Mortgage Loan Trust Series 2019-5A Class A1B, 3.5% 8/25/59 (b) 2,616,798 2,720,732 
New Residential Mtg Ln Trust 2020 3.5% 10/25/59 (b) 4,127,241 4,323,964 
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 1 month U.S. LIBOR + 0.290% 1.9168% 7/25/35 (a)(c) 1,575 1,576 
Permanent Master Issuer PLC floater:   
Series 2018-1A Class 1A1, 3 month U.S. LIBOR + 0.380% 2.2113% 7/15/58 (a)(b)(c) 11,487,000 11,487,425 
Series-1A Class 1A1, 3 month U.S. LIBOR + 0.550% 2.3813% 7/15/58 (a)(b)(c) 5,256,000 5,263,626 
Provident Funding Mortgage Trust sequential payer Series 2019-1 Class A3, 3% 12/25/49 (b) 3,840,208 3,930,213 
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 6 month U.S. LIBOR + 0.880% 2.7849% 7/20/34 (a)(c) 1,466 1,438 
Silverstone Master Issuer PLC floater:   
Series 2015-1A Class 2A2, 3 month U.S. LIBOR + 0.550% 2.3691% 1/21/70 (a)(b)(c) 1,485,000 1,485,322 
Series 2019-1A Class 1A, 3 month U.S. LIBOR + 0.570% 2.3891% 1/21/70 (a)(b)(c) 4,161,540 4,165,057 
Thornburg Mortgage Securities Trust floater Series 2003-4 Class A1, 1 month U.S. LIBOR + 0.640% 2.2668% 9/25/43 (a)(c) 2,397,415 2,400,990 
Winwater Mortgage Loan Trust sequential payer Series 2015-1 Class A9, 2.5% 1/20/45 (b) 151,203 151,148 
TOTAL PRIVATE SPONSOR  64,525,725 
U.S. Government Agency - 0.2%   
Fannie Mae:   
planned amortization class Series 2012-149:   
Class DA, 1.75% 1/25/43 1,269,793 1,278,359 
Class GA, 1.75% 6/25/42 1,334,373 1,343,291 
Series 2005-79 Class ZC, 5.9% 9/25/35 294,005 339,842 
Series 2007-75 Class JI, 6.540% - 1 month U.S. LIBOR 4.9183% 8/25/37 (a)(i)(j) 1,100,707 241,249 
Series 2010-135 Class ZA, 4.5% 12/25/40 965,416 1,076,088 
Series 2010-150 Class ZC, 4.75% 1/25/41 992,645 1,128,283 
Series 2010-95 Class ZC, 5% 9/25/40 2,130,730 2,440,458 
Series 2011-4 Class PZ, 5% 2/25/41 451,842 520,448 
Series 2012-100 Class WI, 3% 9/25/27 (i) 675,659 50,007 
Series 2012-14 Class JS, 6.650% - 1 month U.S. LIBOR 5.0233% 12/25/30 (a)(i)(j) 243,539 20,401 
Series 2012-9 Class SH, 6.550% - 1 month U.S. LIBOR 4.9233% 6/25/41 (a)(i)(j) 304,993 32,779 
Series 2013-133 Class IB, 3% 4/25/32 (i) 481,446 25,553 
Series 2013-134 Class SA, 6.050% - 1 month U.S. LIBOR 4.4233% 1/25/44 (a)(i)(j) 254,085 42,496 
Series 2013-44 Class DJ, 1.85% 5/25/33 12,908,814 12,967,223 
Series 2013-51 Class GI, 3% 10/25/32 (i) 872,691 69,796 
Series 2015-42 Class IL, 6% 6/25/45 (i) 1,131,682 234,010 
Series 2015-70 Class JC, 3% 10/25/45 904,530 954,846 
Series 2017-30 Class AI, 5.5% 5/25/47 (i) 610,470 122,047 
Freddie Mac:   
planned amortization class Series 4135 Class AB, 1.75% 6/15/42 1,004,214 1,011,656 
sequential payer Series 3871 Class KB, 5.5% 6/15/41 755,852 896,084 
Series 2017-4683 Class LM, 3% 5/15/47 1,252,741 1,303,642 
Series 2933 Class ZM, 5.75% 2/15/35 565,335 671,867 
Series 2996 Class ZD, 5.5% 6/15/35 386,157 456,157 
Series 3237 Class C, 5.5% 11/15/36 562,160 650,136 
Series 3955 Class YI, 3% 11/15/21 (i) 68,475 1,216 
Series 3980 Class EP, 5% 1/15/42 3,424,193 3,844,403 
Series 4055 Class BI, 3.5% 5/15/31 (i) 428,662 25,072 
Series 4149 Class IO, 3% 1/15/33 (i) 420,121 44,510 
Series 4314 Class AI, 5% 3/15/34 (i) 137,295 10,660 
Series 4427 Class LI, 3.5% 2/15/34 (i) 788,902 59,011 
Series 4471 Class PA 4% 12/15/40 662,431 696,158 
Freddie Mac Multi-family Structured pass-thru certificates Series 4386 Class AZ, 4.5% 11/15/40 950,556 1,040,915 
Freddie Mac Seasoned Credit Risk Transfer Trust Series 2018-3 Class M55D, 4% 8/25/57 3,211,316 3,468,159 
Ginnie Mae guaranteed REMIC pass-thru certificates:   
floater:   
Series 2010-H27 Series FA, 1 month U.S. LIBOR + 0.380% 2.1144% 12/20/60 (a)(c)(k) 1,052,219 1,049,846 
Series 2011-H20 Class FA, 1 month U.S. LIBOR + 0.550% 2.2844% 9/20/61 (a)(c)(k) 4,733,196 4,743,236 
Series 2012-H18 Class NA, 1 month U.S. LIBOR + 0.520% 2.2544% 8/20/62 (a)(c)(k) 968,425 969,217 
Series 2012-H21 Class DF, 1 month U.S. LIBOR + 0.650% 2.3844% 5/20/61 (a)(c)(k) 22,795 22,860 
Series 2013-H19 Class FC, 1 month U.S. LIBOR + 0.600% 2.3344% 8/20/63 (a)(c)(k) 3,130,992 3,138,184 
planned amortization class:   
Series 2010-158 Class MS, 10.000% - 1 month U.S. LIBOR 6.706% 12/20/40 (a)(j) 1,187,000 1,446,332 
Series 2016-69 Class WA, 3% 2/20/46 818,997 856,017 
Series 2017-134 Class BA, 2.5% 11/20/46 1,401,103 1,445,362 
sequential payer:   
Series 2010-160 Class DY, 4% 12/20/40 2,508,816 2,811,657 
Series 2010-170 Class B, 4% 12/20/40 559,259 626,697 
Series 2017-139 Class BA, 3% 9/20/47 7,804,913 8,275,769 
Series 2010-116 Class QB, 4% 9/16/40 3,947,281 4,193,353 
Series 2010-14 Class SN, 5.950% - 1 month U.S. LIBOR 4.2915% 2/16/40 (a)(i)(j) 584,607 101,867 
Series 2011-94 Class SA, 6.100% - 1 month U.S. LIBOR 4.453% 7/20/41 (a)(i)(j) 183,022 33,349 
Series 2013-149 Class MA, 2.5% 5/20/40 2,897,799 3,005,132 
Series 2015-H13 Class HA, 2.5% 8/20/64 (k) 543,983 545,456 
Series 2015-H17 Class HA, 2.5% 5/20/65 (k) 590,376 591,138 
Series 2017-H06 Class FA, U.S. TREASURY 1 YEAR INDEX + 0.350% 1.88% 8/20/66 (a)(c)(k) 3,499,856 3,501,205 
TOTAL U.S. GOVERNMENT AGENCY  74,423,499 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $136,827,082)  138,949,224 
Commercial Mortgage Securities - 1.1%   
BAMLL Commercial Mortgage Securities Trust:   
sequential payer Series 2019-BPR:   
Class AMP, 3.287% 11/5/32 (b) 6,500,000 6,859,361 
Class ANM, 3.112% 11/5/32 (b) 4,963,000 5,253,089 
Series 2019-BPR:   
Class BNM, 3.465% 11/5/32 (b) 1,113,000 1,179,800 
Class CNM, 3.8425% 11/5/32 (a)(b) 461,000 487,698 
BANK sequential payer:   
Series 2019-BN21 Class A4, 2.6% 10/17/52 4,400,000 4,653,192 
Series 2019-BN24 Class A3, 2.96% 11/15/62 2,500,000 2,719,429 
Barclays Commercial Mortgage Securities LLC Series 2015-STP Class A, 3.3228% 9/10/28 (b) 3,445,145 3,461,156 
Bayview Commercial Asset Trust floater:   
Series 2005-3A Class A2, 1 month U.S. LIBOR + 0.400% 2.0268% 11/25/35 (a)(b)(c) 24,478 23,636 
Series 2005-4A:   
Class A2, 1 month U.S. LIBOR + 0.390% 2.0168% 1/25/36 (a)(b)(c) 60,757 58,701 
Class M1, 1 month U.S. LIBOR + 0.450% 2.0768% 1/25/36 (a)(b)(c) 19,611 18,951 
Series 2006-4A Class A2, 1 month U.S. LIBOR + 0.270% 1.8968% 12/25/36 (a)(b)(c) 152,627 146,620 
Series 2007-1 Class A2, 1 month U.S. LIBOR + 0.270% 1.8968% 3/25/37 (a)(b)(c) 37,333 35,238 
Series 2007-2A:   
Class A1, 1 month U.S. LIBOR + 0.270% 1.8968% 7/25/37 (a)(b)(c) 110,608 105,147 
Class A2, 1 month U.S. LIBOR + 0.320% 1.9468% 7/25/37 (a)(b)(c) 103,558 97,180 
Class M1, 1 month U.S. LIBOR + 0.370% 1.9968% 7/25/37 (a)(b)(c) 35,249 32,761 
Series 2007-3:   
Class A2, 1 month U.S. LIBOR + 0.290% 1.9168% 7/25/37 (a)(b)(c) 38,330 36,228 
Class M1, 1 month U.S. LIBOR + 0.310% 1.9368% 7/25/37 (a)(b)(c) 20,313 19,311 
Class M2, 1 month U.S. LIBOR + 0.340% 1.9668% 7/25/37 (a)(b)(c) 21,726 20,487 
Class M3, 1 month U.S. LIBOR + 0.370% 1.9968% 7/25/37 (a)(b)(c) 34,797 32,092 
Class M4, 1 month U.S. LIBOR + 0.500% 2.1268% 7/25/37 (a)(b)(c) 54,933 51,468 
Class M5, 1 month U.S. LIBOR + 0.600% 2.2268% 7/25/37 (a)(b)(c) 22,423 27,196 
BBCMS Mortgage Trust sequential payer Series 2019-C4 Class A4, 2.661% 8/15/52 4,000,000 4,211,545 
Benchmark Commercial Mortgage Trust Series 2018-B3 Class A3, 3.746% 4/10/51 1,700,000 1,847,516 
Benchmark Mortgage Trust:   
Series 2019-B12 Class XA, 1.0683% 8/15/52 (a)(i) 40,145,393 3,028,155 
Series 2019-B14 Class XA, 0.7912% 12/15/62 (a)(i) 22,980,081 1,307,479 
BX Commercial Mortgage Trust:   
floater Series 2020-BXLP:   
Class B, 1 month U.S. LIBOR + 1.000% 2.6585% 12/15/29 (a)(b)(c) 4,451,000 4,449,662 
Class C, 1 month U.S. LIBOR + 1.120% 2.7785% 12/15/29 (a)(b)(c) 3,689,000 3,692,472 
Class D, 1 month U.S. LIBOR + 1.250% 2.9085% 12/15/29 (a)(b)(c) 5,099,000 5,113,402 
floater sequential payer:   
Series 2019-CALM Class A, 1 month U.S. LIBOR + 0.870% 2.5345% 11/15/32 (a)(b)(c) 1,900,000 1,900,594 
Series 2020-BXLP Class A, 1 month U.S. LIBOR + 0.800% 2.4585% 12/15/29 (a)(b)(c) 8,812,000 8,816,073 
BX Trust:   
floater:   
Series 2018-EXCL:   
Class A, 1 month U.S. LIBOR + 1.088% 2.7461% 9/15/37 (a)(b)(c) 3,889,969 3,885,292 
Class B, 1 month U.S. LIBOR + 1.320% 2.9835% 9/15/37 (a)(b)(c) 4,446,198 4,439,064 
Class D, 1 month U.S. LIBOR + 2.620% 4.2835% 9/15/37 (a)(b)(c) 2,530,703 2,531,679 
Series 2018-IND Class F, 1 month U.S. LIBOR + 1.800% 3.4585% 11/15/35 (a)(b)(c) 2,713,900 2,718,257 
Series 2019-IMC:   
Class B, 1 month U.S. LIBOR + 1.300% 2.9585% 4/15/34 (a)(b)(c) 4,464,000 4,462,647 
Class C, 1 month U.S. LIBOR + 1.600% 3.2585% 4/15/34 (a)(b)(c) 2,952,000 2,951,995 
Class D, 1 month U.S. LIBOR + 1.900% 3.5585% 4/15/34 (a)(b)(c) 3,099,000 3,100,950 
Series 2019-XL:   
Class B, 1 month U.S. LIBOR + 1.080% 2.7385% 10/15/36 (a)(b)(c) 3,832,112 3,838,264 
Class C, 1 month U.S. LIBOR + 1.250% 2.9085% 10/15/36 (a)(b)(c) 4,818,085 4,830,174 
Class D, 1 month U.S. LIBOR + 1.450% 3.1085% 10/15/36 (a)(b)(c) 6,823,471 6,849,505 
Class E, 1 month U.S. LIBOR + 1.800% 3.4585% 10/15/36 (a)(b)(c) 9,588,400 9,630,788 
Series 2020-BXLP Class E, 1 month U.S. LIBOR + 1.600% 3.2585% 12/15/29 (a)(b)(c) 4,677,000 4,699,075 
floater, sequential payer:   
Series 2019-IMC Class A, 1 month U.S. LIBOR + 1.000% 2.6585% 4/15/34 (a)(b)(c) 8,070,000 8,065,125 
Series 2019-XL Class A, 1 month U.S. LIBOR + 0.920% 2.5785% 10/15/36 (a)(b)(c) 18,439,230 18,521,716 
CD Commercial Mortgage Trust Series 2017-CD6 Class A3, 3.104% 11/13/50 2,500,000 2,656,715 
CGDB Commercial Mortgage Trust floater Series 2019-MOB:   
Class A, 1 month U.S. LIBOR + 0.950% 2.6085% 11/15/36 (a)(b)(c) 3,687,000 3,684,688 
Class B, 1 month U.S. LIBOR + 1.250% 2.9085% 11/15/36 (a)(b)(c) 1,400,000 1,397,364 
CHC Commercial Mortgage Trust floater Series 2019-CHC:   
Class A, 1 month U.S. LIBOR + 1.120% 2.7785% 6/15/34 (a)(b)(c) 14,057,000 14,050,411 
Class B, 1 month U.S. LIBOR + 1.500% 3.1585% 6/15/34 (a)(b)(c) 2,119,000 2,115,678 
Class C, 1 month U.S. LIBOR + 1.750% 3.4085% 6/15/34 (a)(b)(c) 2,394,000 2,390,247 
Citigroup Commercial Mortgage Trust:   
sequential payer Series 2016-GC37 Class A3, 3.05% 4/10/49 4,000,000 4,281,484 
Series 2015-GC29 Class XA, 1.0774% 4/10/48 (a)(i) 31,995,730 1,449,701 
Series 2015-GC33 Class XA, 0.8942% 9/10/58 (a)(i) 18,937,622 806,551 
Series 2016-C2 Class A3, 2.575% 8/10/49 2,800,000 2,934,248 
Series 2016-GC36 Class A4, 3.349% 2/10/49 2,500,000 2,717,370 
Series 2016-P6 Class XA, 0.7931% 12/10/49 (a)(i) 17,410,027 584,061 
COMM Mortgage Trust:   
sequential payer:   
Series 2013-CR7 Class AM, 3.314% 3/10/46 (b) 1,700,000 1,776,497 
Series 2015-DC1 Class A5, 3.35% 2/10/48 3,800,000 4,093,398 
Series 2014-CR17 Class XA, 0.9735% 5/10/47 (a)(i) 18,926,886 660,927 
Series 2014-CR20 Class XA, 1.0272% 11/10/47 (a)(i) 18,188,941 744,619 
Series 2014-LC17 Class XA, 0.7681% 10/10/47 (a)(i) 42,222,920 1,192,325 
Series 2014-UBS6:   
Class A5, 3.644% 12/10/47 3,900,000 4,223,641 
Class XA, 0.892% 12/10/47 (a)(i) 11,077,262 380,085 
Series 2015-CR23 Class A3, 3.23% 5/10/48 2,500,000 2,686,272 
Series 2015-CR24 Class A4, 3.432% 8/10/48 1,500,000 1,622,073 
Series 2015-PC1 Class A4, 3.62% 7/10/50 1,900,000 2,073,799 
Core Industrial Trust floater Series 2019-CORE Class A, 1 month U.S. LIBOR + 0.880% 2.5385% 12/15/31 (a)(b)(c) 2,583,000 2,582,225 
Credit Suisse Mortgage Trust:   
floater Series 2019-ICE4 Class A, 1 month U.S. LIBOR + 0.980% 2.6385% 5/15/36 (a)(b)(c) 15,700,000 15,699,983 
Series 2018-SITE:   
Class A, 4.284% 4/15/36 (b) 5,008,000 5,383,233 
Class B, 4.5349% 4/15/36 (b) 1,543,000 1,658,688 
Class C, 4.782% 4/15/36 (a)(b) 1,033,000 1,107,420 
Class D, 4.782% 4/15/36 (a)(b) 2,066,000 2,182,178 
CSAIL Commercial Mortgage Trust Series 2016-C7 Class A4, 3.21% 11/15/49 2,800,000 2,997,825 
Fannie Mae Series 2017-M1 Class A2, 2.4167% 10/25/26 (a) 2,300,000 2,435,088 
Freddie Mac:   
sequential payer:   
Series 2017-K069 Class AM, 3.248% 9/25/27 1,750,000 1,924,160 
Series 2018-K082 Class A2, 3.92% 9/25/28 10,200,000 11,956,032 
Series 2018-K083 Class AM, 4.03% 10/25/28 1,150,000 1,354,031 
Series 2019-K103 Class A2, 2.651% 11/25/29 13,700,000 14,889,660 
Series K076:   
Class A2, 3.9% 4/25/28 4,800,000 5,585,251 
Class AM, 3.9% 4/25/28 2,125,000 2,460,431 
Series K077 Class AM, 3.85% 5/25/28 660,000 763,621 
Series K090 Class A2, 3.422% 2/25/29 7,200,000 8,194,623 
Freddie Mac Multi-family Structured pass-thru certificates Series K078 Class A2, 3.854% 6/25/28 17,300,000 20,105,008 
GS Mortgage Securities Trust:   
floater:   
Series 2018-3PCK Class A, 1 month U.S. LIBOR + 1.450% 3.1085% 9/15/31 (a)(b)(c) 17,575,000 17,530,699 
Series 2018-HART Class A, 1 month U.S. LIBOR + 1.090% 2.7485% 10/15/31 (a)(b)(c) 4,013,000 4,016,078 
Series 2013-GC12 Class XA, 1.4176% 6/10/46 (a)(i) 5,403,705 204,678 
Series 2015-GC30 Class A3, 3.119% 5/10/50 2,000,000 2,135,133 
Series 2015-GC34 Class XA, 1.2682% 10/10/48 (a)(i) 5,885,017 336,293 
Series 2019-GC40 Class A3, 2.904% 7/10/52 2,000,000 2,152,239 
JPMBB Commercial Mortgage Securities Trust:   
Series 2014-C19 Class XA, 0.7505% 4/15/47 (a)(i) 3,492,438 71,710 
Series 2015-C30 Class A4, 3.5508% 7/15/48 1,900,000 2,064,482 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater Series 2019-BKWD Class A, 1 month U.S. LIBOR + 1.000% 2.6585% 9/15/29 (a)(b)(c) 6,300,000 6,301,950 
Series 2007-CB19 Class B, 5.9407% 2/12/49 (a)(l) 15,599 780 
Series 2018-WPT:   
Class AFX, 4.2475% 7/5/33 (b) 2,700,000 2,925,670 
Class CFX, 4.9498% 7/5/33 (b) 919,000 997,527 
Class DFX, 5.3503% 7/5/33 (b) 1,414,000 1,537,439 
Class EFX, 5.5422% 7/5/33 (b) 1,934,000 2,085,995 
Class XAFX, 1.116% 7/5/33 (a)(b)(i) 10,000,000 358,383 
Series 2019-COR4 Class A3, 3.7629% 3/10/52 5,400,000 6,041,620 
Morgan Stanley BAML Trust:   
sequential payer:   
Series 2014-C16 Class A3, 3.592% 6/15/47 1,637,170 1,660,594 
Series 2015-C21 Class A3, 3.077% 3/15/48 3,732,073 3,960,526 
Series 2015-C25:   
Class A4, 3.372% 10/15/48 2,800,000 3,033,639 
Class XA, 1.0925% 10/15/48 (a)(i) 10,889,144 504,504 
Series 2015-C26 Class A4, 3.252% 10/15/48 3,200,000 3,434,684 
Series 2016-C32 Class A3, 3.459% 12/15/49 5,100,000 5,612,712 
Morgan Stanley Capital I Trust:   
floater:   
Series 2018-BOP Class A, 1 month U.S. LIBOR + 0.850% 2.5085% 8/15/33 (a)(b)(c) 7,150,000 7,141,394 
Series 2019-AGLN Class A, 1 month U.S. LIBOR + 0.950% 2.6085% 3/15/34 (a)(b)(c) 3,470,000 3,461,289 
floater sequential payer Series 2019-NUGS Class A, 1 month U.S. LIBOR + 0.950% 2.6085% 12/15/36 (a)(b)(c) 5,200,000 5,194,282 
sequential payer Series 2019-MEAD Class A, 3.17% 11/10/36 (b) 10,782,000 11,357,829 
Series 2011-C3 Class AJ, 5.2445% 7/15/49 (a)(b) 4,200,000 4,374,987 
Series 2015-UBS8 Class A3, 3.54% 12/15/48 3,000,000 3,270,196 
Series 2016-UB12 Class A3, 3.337% 12/15/49 2,000,000 2,183,563 
Series 2018-H4 Class A4, 4.31% 12/15/51 3,237,000 3,819,667 
Series 2019-MEAD:   
Class B, 3.1771% 11/10/36 (b) 1,558,000 1,617,536 
Class C, 3.1771% 11/10/36 (b) 1,495,000 1,532,128 
MSCG Trust Series 2016-SNR:   
Class A, 3.348% 11/15/34 (a)(b) 511,909 517,475 
Class B, 4.181% 11/15/34 (b) 1,796,900 1,830,497 
Class C, 5.205% 11/15/34 (b) 1,260,550 1,293,916 
RETL floater Series 2019-RVP:   
Class A, 1 month U.S. LIBOR + 1.150% 2.8085% 3/15/36 (a)(b)(c) 3,686,673 3,687,814 
Class B, 1 month U.S. LIBOR + 1.550% 3.2085% 3/15/36 (a)(b)(c) 3,800,000 3,803,553 
Class C, 1 month U.S. LIBOR + 2.100% 3.7585% 3/15/36 (a)(b)(c) 8,731,000 8,750,241 
UBS Commercial Mortgage Trust:   
Series 2017-C1 Class A3, 3.283% 11/15/50 5,500,000 6,025,274 
Series 2017-C7 Class XA, 1.0558% 12/15/50 (a)(i) 17,574,634 1,127,423 
Series 2018-C11 Class A3, 4.3124% 6/15/51 4,100,000 4,603,358 
Series 2018-C13 Class A3, 4.0694% 10/15/51 6,000,000 6,903,848 
Series 2018-C9 Class ASB, 4.09% 3/15/51 3,300,000 3,694,801 
UBS-Barclays Commercial Mortgage Trust floater Series 2013-C6 Class A3, 1 month U.S. LIBOR + 0.790% 2.4479% 4/10/46 (a)(b)(c) 5,423,000 5,480,306 
Wells Fargo Commercial Mortgage Trust:   
sequential payer Series 2020-C55 Class A4, 2.474% 2/15/53 5,800,000 6,043,098 
Series 2015-C31 Class XA, 1.0142% 11/15/48 (a)(i) 7,250,725 349,814 
Series 2017-C42 Class XA, 0.89% 12/15/50 (a)(i) 35,668,825 2,112,358 
Series 2018-C46 Class XA, 0.9441% 8/15/51 (a)(i) 13,100,886 748,488 
Series 2018-C48 Class A5, 4.302% 1/15/52 3,181,000 3,740,153 
WF-RBS Commercial Mortgage Trust:   
floater Series 2013-C14 Class A3, 1 month U.S. LIBOR + 0.720% 2.3783% 6/15/46 (a)(b)(c) 5,434,295 5,438,262 
Series 2014-C24 Class XA, 0.8369% 11/15/47 (a)(i) 6,442,369 199,115 
Series 2014-LC14 Class XA, 1.2075% 3/15/47 (a)(i) 10,032,945 379,264 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $463,275,242)  477,661,045 
Municipal Securities - 0.2%   
Bay Area Toll Auth. San Francisco Bay Toll Bridge Rev.:   
Series 2009 F2, 6.263% 4/1/49 $3,470,000 $5,968,504 
Series 2019 F1, 2.574% 4/1/31 1,050,000 1,111,110 
California Gen. Oblig. Series 2009, 7.5% 4/1/34 630,000 1,044,282 
Chicago O'Hare Int'l. Arpt. Rev. Series 2018 C, 4.472% 1/1/49 910,000 1,230,875 
Colorado Reg'l. Trans. District Sales Tax Rev. (Fastracks Proj.) Series 2010 B, 5.844% 11/1/50 45,000 74,715 
District of Columbia Income Tax Rev. Series 2010 F, 5.582% 12/1/35 75,000 100,942 
Illinois Gen. Oblig.:   
Series 2003:   
4.95% 6/1/23 6,685,091 7,072,492 
5.1% 6/1/33 24,560,000 28,735,200 
Series 2010-1, 6.63% 2/1/35 3,845,000 4,834,818 
Series 2010-3:   
6.725% 4/1/35 2,510,000 3,146,109 
7.35% 7/1/35 4,655,000 6,015,843 
Series 2010-5, 6.2% 7/1/21 958,000 991,281 
Jobsohio Beverage Sys. Statewide Series 2020 A, 2.833% 1/1/38 325,000 350,126 
Los Angeles Dept. of Wtr. & Pwr. Rev. Series 2010 A, 5.716% 7/1/39 190,000 280,052 
Maryland Trans. Auth. Trans. Facility Projs. Rev. Series 2009 B, 5.888% 7/1/43 50,000 74,377 
Massachusetts Commonwealth Trans. Fund Rev. (Accelerated Bridge Prog.) Series 2010 A, 5.731% 6/1/40 150,000 213,149 
Michigan Fin. Auth. Rev. Series 2019 T, 3.384% 12/1/40 545,000 614,024 
New Jersey Econ. Dev. Auth. State Pension Fdg. Rev. Series 1997, 7.425% 2/15/29 (Nat'l. Pub. Fin. Guarantee Corp. Insured) 9,315,000 12,162,782 
New Jersey Tpk. Auth. Tpk. Rev.:   
Series 2009 E, 7.414% 1/1/40 1,740,000 3,020,692 
Series 2010 A, 7.102% 1/1/41 1,675,000 2,829,092 
New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev. Series 2010 DD, 5.952% 6/15/42 25,000 40,722 
New York City Transitional Fin. Auth. Rev. Series 2010 C2, 5.767% 8/1/36 900,000 1,192,959 
Ohio State Univ. Gen. Receipts:   
Series 2010 C, 4.91% 6/1/40 365,000 513,139 
Series 2011 A, 4.8% 6/1/11 1,678,000 2,588,164 
Port Auth. of New York & New Jersey 174th Series, 4.458% 10/1/62 390,000 532,974 
Salt River Proj. Agricultural Impt. & Pwr. District Elec. Sys. Rev. Series 2010 A, 4.839% 1/1/41 750,000 1,054,800 
Texas Private Activity Bond Surface Trans. Corp. (NTE Mobility Partners LLC North Tarrant Express Managed Lanes Proj.) Series 2019 B, 3.922% 12/31/49 555,000 641,369 
Univ. of California Revs. Series 2009 R, 5.77% 5/15/43 60,000 88,468 
TOTAL MUNICIPAL SECURITIES   
(Cost $75,319,065)  86,523,060 
Foreign Government and Government Agency Obligations - 0.1%   
Colombian Republic:   
3.875% 4/25/27 $600,000 $646,875 
5% 6/15/45 1,895,000 2,297,095 
Hungarian Republic 7.625% 3/29/41 600,000 1,026,000 
Indonesian Republic:   
3.4% 9/18/29 1,170,000 1,233,619 
3.5% 1/11/28 2,955,000 3,123,066 
Israeli State:   
(guaranteed by U.S. Government through Agency for International Development) 5.5% 12/4/23 180,000 209,589 
4% 6/30/22 1,700,000 1,784,694 
Italian Republic 2.375% 10/17/24 3,800,000 3,816,041 
Panamanian Republic:   
3.16% 1/23/30 1,725,000 1,827,422 
4.3% 4/29/53 615,000 757,603 
4.5% 4/16/50 400,000 498,625 
Province of Quebec yankee 7.125% 2/9/24 810,000 996,430 
United Mexican States:   
4.15% 3/28/27 750,000 824,531 
4.75% 3/8/44 2,960,000 3,430,825 
Uruguay Republic:   
4.975% 4/20/55 740,000 920,838 
5.1% 6/18/50 1,375,000 1,735,508 
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $23,742,838)  25,128,761 
Bank Notes - 0.1%   
Capital One NA 2.95% 7/23/21 5,551,000 5,654,423 
Discover Bank:   
3.1% 6/4/20 $6,744,000 $6,758,325 
3.2% 8/9/21 6,369,000 6,504,919 
3.45% 7/27/26 435,000 463,395 
4.682% 8/9/28 (a) 3,503,000 3,722,638 
KeyBank NA 3.9% 4/13/29 2,005,000 2,243,893 
RBS Citizens NA 2.55% 5/13/21 1,705,000 1,727,726 
Regions Bank 6.45% 6/26/37 2,533,000 3,574,977 
SunTrust Banks, Inc.:   
2.75% 5/1/23 645,000 669,894 
3.3% 5/15/26 965,000 1,042,817 
Synchrony Bank 3.65% 5/24/21 5,843,000 5,986,917 
U.S. Bank NA, Cincinnati 2.65% 5/23/22 1,500,000 1,541,437 
TOTAL BANK NOTES   
(Cost $37,607,555)  39,891,361 
 Shares Value 
Fixed-Income Funds - 77.1%   
Bank Loan Funds - 0.4%   
Eaton Vance Floating-Rate Fund - Advisers Class 22,545,645 $196,598,029 
High Yield Fixed-Income Funds - 0.4%   
Stone Harbor Emerging Markets Debt Fund 16,123,396 159,944,092 
Inflation-Protected Bond Funds - 0.2%   
Fidelity Inflation-Protected Bond Index Fund (m) 10,148,210 105,541,389 
Intermediate Government Funds - 8.4%   
Fidelity SAI U.S. Treasury Bond Index Fund (m) 368,196,069 3,902,878,329 
iShares 3-7 Year Treasury Bond ETF (n) 5,100 664,428 
TOTAL INTERMEDIATE GOVERNMENT FUNDS  3,903,542,757 
Intermediate-Term Bond Funds - 66.2%   
Baird Short-Term Bond Fund - Institutional Class 60,696,066 722,890,145 
BlackRock Total Return Fund Institutional Shares 29,465,133 362,126,484 
DoubleLine Total Return Bond Fund Class N 126,519,307 1,380,325,645 
Fidelity SAI Total Bond Fund (m) 624,510,129 6,719,728,989 
Fidelity Sustainability Bond Index Fund (m) 2,356,525 25,615,432 
Fidelity U.S. Bond Index Fund (m) 12,676,015 156,168,500 
iShares Core U.S. Aggregate Bond ETF 4,531 526,593 
John Hancock Bond Fund Class A 15,015,255 248,352,311 
JPMorgan Core Plus Bond Fund Class A 34,011,217 296,237,701 
Metropolitan West Total Return Bond Fund Class M 207,246,005 2,341,879,852 
PIMCO Income Fund Institutional Class 104,030,310 1,245,242,811 
PIMCO Mortgage Opportunities Fund Institutional Class 80,360,573 877,537,456 
PIMCO Total Return Fund Institutional Class 672,409,185 7,194,778,271 
Prudential Total Return Bond Fund Class A 141,848,164 2,119,211,569 
TCW Total Return Bond Fund Class I 30,586,453 315,958,058 
Voya Intermediate Bond Fund Class I 112,787,632 1,202,316,154 
Western Asset Core Bond Fund Class I 165,000,909 2,189,562,062 
Western Asset Core Plus Bond Fund Class I 269,088,133 3,282,875,220 
TOTAL INTERMEDIATE-TERM BOND FUNDS  30,681,333,253 
Long Government Bond Funds - 1.5%   
iShares 20+ Year Treasury Bond ETF (n) 4,433,020 688,492,336 
TOTAL FIXED-INCOME FUNDS   
(Cost $34,068,375,007)  35,735,451,856 
 Principal Amount Value 
Preferred Securities - 0.1%   
ENERGY - 0.0%   
Oil, Gas & Consumable Fuels - 0.0%   
MPLX LP 6.875% (a)(o) 300,000 290,350 
FINANCIALS - 0.1%   
Banks - 0.1%   
Bank of Nova Scotia 4.65% (a)(o) 12,927,000 12,948,531 
Barclays Bank PLC 7.625% 11/21/22 27,412,000 31,127,348 
Barclays PLC 7.875% (Reg. S) (a)(o) 290,000 310,864 
Citigroup, Inc. 4.7% (a)(o) 215,000 213,099 
JPMorgan Chase & Co. 4.6% (a)(o) 490,000 494,792 
Royal Bank of Scotland Group PLC 7.5% (a)(o) 200,000 204,418 
Wells Fargo & Co. 5.9% (a)(o) 700,000 759,341 
  46,058,393 
INDUSTRIALS - 0.0%   
Trading Companies & Distributors - 0.0%   
AerCap Holdings NV 5.875% 10/10/79 (a) 710,000 736,948 
TOTAL PREFERRED SECURITIES   
(Cost $47,463,809)  47,085,691 
 Shares Value 
Money Market Funds - 1.2%   
Fidelity Cash Central Fund 1.60% (p) 68,499,185 68,512,885 
Fidelity Securities Lending Cash Central Fund 1.60% (p)(q) 419,758,124 419,800,100 
State Street Institutional U.S. Government Money Market Fund Premier Class 1.53% (r) 67,053,641 67,053,641 
TOTAL MONEY MARKET FUNDS   
(Cost $555,362,981)  555,366,626 

Purchased Swaptions - 0.0%    
 Expiration Date Notional Amount Value 
Put Options - 0.0%    
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.67% and receive quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/7/25 20,100,000 $388,479 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.785% and receive quarterly a floating rate based on 3-month LIBOR, expiring October 2029 10/24/24 28,800,000 472,237 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 2.215% and receive quarterly a floating rate based on 3-month LIBOR, expiring July 2029 7/10/24 5,000,000 49,424 
Option on an interest rate swap with Bank of America, N.A. to pay semi-annually a fixed rate of 2.605% and receive quarterly a floating rate based on 3-month LIBOR, expiring May 2029 4/29/22 5,300,000 13,983 
Option on an interest rate swap with Citibank, N.A. to pay semi-annually a fixed rate of 2.54% and receive quarterly a floating rate based on 3-month LIBOR, expiring April 2029 4/5/22 4,500,000 12,328 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to pay semi-annually a fixed rate of 1.4% and receive quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/26/25 11,700,000 288,982 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to pay semi-annually a fixed rate of 1.4025% and receive quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/26/25 14,200,000 349,997 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to pay semi-annually a fixed rate of 1.905% and receive quarterly a floating rate based on 3-month LIBOR, expiring October 2029 10/28/24 15,700,000 229,660 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to pay semi-annually a fixed rate of 2.2% and receive quarterly a floating rate based on 3-month LIBOR, expiring July 2029 7/18/24 79,000,000 800,037 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to pay semi-annually a fixed rate of 2.5675% and receive quarterly a floating rate based on 3-month LIBOR, expiring April 2029 4/4/22 3,000,000 7,846 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to pay semi-annually a fixed rate of 2.645% and receive quarterly a floating rate based on 3-month LIBOR, expiring April 2029 4/14/22 9,000,000 21,255 
TOTAL PUT OPTIONS   2,634,228 
Call Options - 0.0%    
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.67% and pay quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/7/25 20,100,000 790,276 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.785% and pay quarterly a floating rate based on 3-month LIBOR, expiring October 2029 10/24/24 28,800,000 1,228,584 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 2.215% and pay quarterly a floating rate based on 3-month LIBOR, expiring July 2029 7/10/24 5,000,000 286,704 
Option on an interest rate swap with Bank of America, N.A. to receive semi-annually a fixed rate of 2.605% and pay quarterly a floating rate based on 3-month LIBOR, expiring May 2029 4/29/22 5,300,000 538,044 
Option on an interest rate swap with Citibank, N.A. to receive semi-annually a fixed rate of 2.54% and pay quarterly a floating rate based on 3-month LIBOR, expiring April 2029 4/5/22 4,500,000 439,974 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to receive semi-annually a fixed rate of 1.4% and pay quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/26/25 11,700,000 373,066 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to receive semi-annually a fixed rate of 1.4025% and pay quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/26/25 14,200,000 453,713 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to receive semi-annually a fixed rate of 1.905% and pay quarterly a floating rate based on 3-month LIBOR, expiring October 2029 10/28/24 15,700,000 730,211 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to receive semi-annually a fixed rate of 2.2% and pay quarterly a floating rate based on 3-month LIBOR, expiring July 2029 7/18/24 79,000,000 4,487,698 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to receive semi-annually a fixed rate of 2.5675% and pay quarterly a floating rate based on 3-month LIBOR, expiring April 2029 4/4/22 3,000,000 298,327 
Option on an interest rate swap with Goldman Sachs Bank U.S.A. to receive semi-annually a fixed rate of 2.645% and pay quarterly a floating rate based on 3-month LIBOR, expiring April 2029 4/14/22 9,000,000 937,298 
TOTAL CALL OPTIONS   10,563,895 
TOTAL PURCHASED SWAPTIONS    
(Cost $10,741,172)   13,198,123 
TOTAL INVESTMENT IN SECURITIES - 104.2%    
(Cost $46,010,681,154)   48,268,296,333 
NET OTHER ASSETS (LIABILITIES) - (4.2)%   (1,927,216,068) 
NET ASSETS - 100%   $46,341,080,265 

TBA Sale Commitments   
 Principal Amount Value 
Ginnie Mae   
2.5% 3/1/50 $(5,000,000) $(5,132,428) 
2.5% 3/1/50 (19,550,000) (20,067,793) 
2.5% 3/1/50 (20,750,000) (21,299,576) 
3% 3/1/50 (2,300,000) (2,376,437) 
3% 3/1/50 (11,400,000) (11,778,861) 
3% 3/1/50 (30,750,000) (31,771,928) 
3% 3/1/50 (15,500,000) (16,015,118) 
3% 3/1/50 (1,350,000) (1,394,865) 
3% 3/1/50 (3,300,000) (3,409,670) 
3% 3/1/50 (450,000) (464,955) 
3% 3/1/50 (1,100,000) (1,136,557) 
3% 3/1/50 (9,500,000) (9,815,717) 
3% 3/1/50 (19,200,000) (19,838,081) 
3% 3/1/50 (9,900,000) (10,229,011) 
3% 3/1/50 (4,900,000) (5,062,844) 
3% 3/1/50 (26,300,000) (27,174,038) 
3% 3/1/50 (13,000,000) (13,432,034) 
3% 3/1/50 (8,400,000) (8,679,161) 
3% 3/1/50 (5,350,000) (5,527,799) 
3% 3/1/50 (5,450,000) (5,631,122) 
3% 3/1/50 (5,300,000) (5,476,137) 
3% 3/1/50 (5,400,000) (5,579,460) 
3% 4/1/50 (6,700,000) (6,915,597) 
3% 4/1/50 (3,000,000) (3,096,536) 
3% 4/1/50 (6,700,000) (6,915,597) 
3% 4/1/50 (3,000,000) (3,096,536) 
3.5% 3/1/50 (7,825,000) (8,106,714) 
3.5% 3/1/50 (6,200,000) (6,423,211) 
3.5% 3/1/50 (8,300,000) (8,598,815) 
3.5% 3/1/50 (6,500,000) (6,734,012) 
3.5% 3/1/50 (9,100,000) (9,427,616) 
3.5% 3/1/50 (11,100,000) (11,499,620) 
3.5% 3/1/50 (9,300,000) (9,634,817) 
3.5% 3/1/50 (6,400,000) (6,630,412) 
3.5% 3/1/50 (3,100,000) (3,211,606) 
3.5% 3/1/50 (9,500,000) (9,842,017) 
3.5% 3/1/50 (6,300,000) (6,526,811) 
3.5% 3/1/50 (3,000,000) (3,108,005) 
3.5% 3/1/50 (11,000,000) (11,396,020) 
3.5% 3/1/50 (14,600,000) (15,125,626) 
3.5% 3/1/50 (16,000,000) (16,576,029) 
3.5% 3/1/50 (27,675,000) (28,671,350) 
3.5% 3/1/50 (17,600,000) (18,233,632) 
3.5% 3/1/50 (21,800,000) (22,584,839) 
3.5% 3/1/50 (15,700,000) (16,265,228) 
3.5% 3/1/50 (11,900,000) (12,328,421) 
3.5% 3/1/50 (17,800,000) (18,440,832) 
3.5% 3/1/50 (13,375,000) (13,856,524) 
4% 3/1/50 (7,600,000) (7,912,535) 
4% 3/1/50 (6,600,000) (6,871,412) 
TOTAL GINNIE MAE  (529,323,962) 
Uniform Mortgage Backed Securities   
2.5% 3/1/35 (1,600,000) (1,642,263) 
2.5% 3/1/35 (2,200,000) (2,258,111) 
2.5% 3/1/35 (1,300,000) (1,334,338) 
2.5% 3/1/35 (1,800,000) (1,847,545) 
2.5% 3/1/35 (1,700,000) (1,744,904) 
2.5% 3/1/35 (900,000) (923,773) 
2.5% 3/1/50 (8,500,000) (8,667,915) 
3% 3/1/50 (200,000) (205,958) 
3% 3/1/50 (2,500,000) (2,574,473) 
3% 3/1/50 (11,100,000) (11,430,659) 
3% 3/1/50 (9,900,000) (10,194,912) 
3% 3/1/50 (11,300,000) (11,636,617) 
3% 3/1/50 (12,000,000) (12,357,469) 
3% 3/1/50 (11,000,000) (11,327,680) 
3% 3/1/50 (3,350,000) (3,449,793) 
3% 3/1/50 (3,300,000) (3,398,304) 
3% 3/1/50 (1,850,000) (1,905,110) 
3% 3/1/50 (1,800,000) (1,853,620) 
3.5% 3/1/50 (8,500,000) (8,826,536) 
3.5% 3/1/50 (4,800,000) (4,984,397) 
3.5% 3/1/50 (1,350,000) (1,401,862) 
3.5% 3/1/50 (4,700,000) (4,880,555) 
3.5% 3/1/50 (1,350,000) (1,401,862) 
3.5% 3/1/50 (6,600,000) (6,853,546) 
3.5% 3/1/50 (4,400,000) (4,569,030) 
3.5% 3/1/50 (14,600,000) (15,160,874) 
3.5% 3/1/50 (2,700,000) (2,803,723) 
3.5% 3/1/50 (8,300,000) (8,618,853) 
3.5% 3/1/50 (1,500,000) (1,557,624) 
3.5% 3/1/50 (17,800,000) (18,483,803) 
3.5% 3/1/50 (7,000,000) (7,268,912) 
3.5% 3/1/50 (9,000,000) (9,345,744) 
3.5% 3/1/50 (17,000,000) (17,653,072) 
3.5% 3/1/50 (2,200,000) (2,284,515) 
3.5% 3/1/50 (2,150,000) (2,232,594) 
3.5% 3/1/50 (11,900,000) (12,357,150) 
3.5% 4/1/50 (8,500,000) (8,821,888) 
4% 3/1/50 (3,500,000) (3,686,600) 
4% 3/1/50 (3,000,000) (3,159,943) 
4% 3/1/50 (1,500,000) (1,579,972) 
4% 3/1/50 (1,500,000) (1,579,972) 
4% 3/1/50 (2,500,000) (2,633,286) 
4% 3/1/50 (1,500,000) (1,579,972) 
4% 4/1/50 (1,500,000) (1,579,034) 
4% 4/1/50 (1,500,000) (1,579,034) 
4% 4/1/50 (1,500,000) (1,579,034) 
4% 4/1/50 (3,000,000) (3,158,068) 
4% 4/1/50 (2,500,000) (2,631,724) 
TOTAL UNIFORM MORTGAGE BACKED SECURITIES  (253,006,623) 
TOTAL TBA SALE COMMITMENTS   
(Proceeds $777,869,967)  $(782,330,585) 

Written Swaptions    
 Expiration Date Notional Amount Value 
Put Swaptions    
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.395% and receive quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/24/25 9,100,000 $(225,939) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.45% and receive quarterly a floating rate based on 3-month LIBOR, expiring September 2029 9/4/24 10,500,000 (229,534) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.775% and receive quarterly a floating rate based on 3-month LIBOR, expiring December 2029 12/3/24 8,200,000 (139,047) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.795% and receive quarterly a floating rate based on 3-month LIBOR, expiring November 2029 11/25/24 10,600,000 (175,552) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.89% and receive quarterly a floating rate based on 3-month LIBOR, expiring December 2029 12/9/24 20,200,000 (308,431) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.9% and receive quarterly a floating rate based on 3-month LIBOR, expiring December 2029 12/10/24 20,200,000 (305,545) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.92% and receive quarterly a floating rate based on 3-month LIBOR, expiring January 2030 1/8/25 18,000,000 (271,693) 
Option on an interest rate swap with Bank of America N.A. to pay semi-annually a fixed rate of 1.97% and receive quarterly a floating rate based on 3-month LIBOR, expiring August 2029 8/1/24 17,000,000 (220,365) 
Option on an interest rate swap with JPMorgan Chase Bank N.A. to pay semi-annually a fixed rate of 1.684% and receive quarterly a floating rate based on 3-month LIBOR, expiring January 2030 1/27/25 8,000,000 (151,924) 
TOTAL PUT SWAPTIONS   (2,028,030) 
Call Swaptions    
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.395% and pay quarterly a floating rate based on 3-month LIBOR, expiring February 2030 2/24/25 9,100,000 (289,336) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.45% and pay quarterly a floating rate based on 3-month LIBOR, expiring September 2029 9/4/24 10,500,000 (343,854) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.775% and pay quarterly a floating rate based on 3-month LIBOR, expiring December 2029 12/3/24 8,200,000 (347,892) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.795% and pay quarterly a floating rate based on 3-month LIBOR, expiring November 2029 11/25/24 10,600,000 (456,180) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.89% and pay quarterly a floating rate based on 3-month LIBOR, expiring December 2029 12/9/24 20,200,000 (931,153) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.9% and pay quarterly a floating rate based on 3-month LIBOR, expiring December 2029 12/10/24 20,200,000 (937,585) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.92% and pay quarterly a floating rate based on 3-month LIBOR, expiring January 2030 1/8/25 18,000,000 (847,505) 
Option on an interest rate swap with Bank of America N.A. to receive semi-annually a fixed rate of 1.97% and pay quarterly a floating rate based on 3-month LIBOR, expiring August 2029 8/1/24 17,000,000 (827,133) 
Option on an interest rate swap with JPMorgan Chase Bank N.A. to receive semi-annually a fixed rate of 1.684% and pay quarterly a floating rate based on 3-month LIBOR, expiring January 2030 1/27/25 8,000,000 (318,283) 
TOTAL CALL SWAPTIONS   (5,298,921) 
TOTAL WRITTEN SWAPTIONS   $(7,326,951) 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Treasury Contracts      
CBOT 5-Year U.S. Treasury Note Contracts (United States) 148 June 2020 $18,167,000 $300,575 $300,575 
Sold      
Treasury Contracts      
CBOT 10-Year U.S. Treasury Note Contracts (United States) 1,025 June 2020 138,118,750 (3,393,981) (3,393,981) 
CBOT 2-Year U.S. Treasury Note Contracts (United States) 1,259 June 2020 274,875,109 (2,176,944) (2,176,944) 
CBOT 5-Year U.S. Treasury Note Contracts (United States) 149 June 2020 18,289,750 (203,730) (203,730) 
CBOT Long Term U.S. Treasury Bond Contracts (United States) 105 June 2020 17,876,250 (739,466) (739,466) 
TOTAL SOLD     (6,514,121) 
TOTAL FUTURES CONTRACTS     $(6,213,546) 

The notional amount of futures purchased as a percentage of Net Assets is 0%

The notional amount of futures sold as a percentage of Net Assets is 0.9%

Swaps

Underlying Reference Maturity Date Clearinghouse / Counterparty Fixed Payment Received/(Paid) Payment Frequency Notional Amount Value Upfront Premium Received/(Paid) Unrealized Appreciation/(Depreciation) 
Credit Default Swaps         
Buy Protection         
CMBX N.A. AAA Index Series 12 Aug. 2061 Citigroup Global Markets Ltd. (0.5%) Monthly $7,200,000 $58,265 $2,807 $61,072 
CMBX N.A. AAA Index Series 12 Aug. 2061 Citigroup Global Markets Ltd. (0.5%) Monthly 16,770,000 135,708 (234) 135,474 
CMBX N.A. AAA Index Series 12 Aug. 2061 Citigroup Global Markets Ltd. (0.5%) Monthly 2,600,000 21,040 534 21,574 
CMBX N.A. AAA Index Series 12 Aug. 2061 Citigroup Global Markets Ltd. (0.5%) Monthly 330,000 2,670 (60) 2,610 
CMBX N.A. AAA Index Series 12 Aug. 2061 J.P. Morgan Securities LLC (0.5%) Monthly 8,700,000 70,403 4,188 74,591 
CMBX N.A. AAA Index Series 12 Aug. 2061 Morgan Stanley Capital Services LLC (0.5%) Monthly 710,000 5,746 348 6,094 
TOTAL CREDIT DEFAULT SWAPS      $293,832 $7,583 $301,415 

Swaps

Payment Received Payment Frequency Payment Paid Payment Frequency Clearinghouse / Counterparty(1) Maturity Date Notional Amount Value Upfront Premium Received/(Paid)(2) Unrealized Appreciation/(Depreciation) 
Interest Rate Swaps          
1.75% Semi - annual 3-month LIBOR(3) Quarterly LCH Mar. 2022 $116,599,000 $1,634,233 $0 $1,634,233 
1.75% Semi - annual 3-month LIBOR(3) Quarterly LCH Mar. 2025 15,250,000 415,007 415,007 
3-month LIBOR(3) Quarterly 1.75% Semi - annual LCH Mar. 2025 1,580,000 (34,681) (34,681) 
2% Semi - annual 3-month LIBOR(3) Quarterly LCH Mar. 2027 12,810,000 577,821 577,821 
3-month LIBOR(3) Quarterly 2% Semi - annual LCH Mar. 2030 32,510,000 (1,727,906) (1,727,906) 
TOTAL INTEREST RATE SWAPS       $864,474 $0 $864,474 

 (1) Swaps with LCH Clearnet Group (LCH) are centrally cleared over-the-counter (OTC) swaps.

 (2) Any premiums for centrally cleared over-the-counter (OTC) swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation).

 (3) Represents floating rate.

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

 (b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,235,147,019 or 2.7% of net assets.

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

 (d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,755,586.

 (e) Security or a portion of the security has been segregated as collateral for open options. At period end, the value of securities pledged amounted to $163,456.

 (f) Security or a portion of the security was pledged to cover margin requirements for centrally cleared OTC swaps. At period end, the value of securities pledged amounted to $1,369,631.

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

 (h) A portion of the security sold on a delayed delivery basis.

 (i) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

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

 (k) Represents an investment in an underlying pool of reverse mortgages which typically do not require regular principal and interest payments as repayment is deferred until a maturity event.

 (l) Level 3 security

 (m) Affiliated Fund

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

 (o) Security is perpetual in nature with no stated maturity date.

 (p) 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.

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $2,587,709 
Fidelity Securities Lending Cash Central Fund 112,566 
Total $2,700,275 

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 Underlying Funds, excluding any Money Market Central Funds, is presented below. Exchanges 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 Inflation-Protected Bond Index Fund $225,416,281 $115,955,934 $242,625,956 $264,130 $1,062,439 $5,732,691 $105,541,389 
Fidelity SAI Total Bond Fund 6,465,621,313 424,835,503 537,395,211  214,917,863 5,691,970  360,975,414 6,719,728,989 
Fidelity SAI U.S. Treasury Bond Index Fund 1,277,017,459 2,949,823,860 614,395,663 64,583,022 5,380,112 285,052,561 3,902,878,329 
Fidelity Sustainability Bond Index Fund 23,027,435 758,447 -- 646,713 -- 1,829,550 25,615,432 
Fidelity U.S. Bond Index Fund 193,744,006 338,652,029 393,553,883 4,708,685 13,631,354 3,694,994 156,168,500 
Total $8,184,826,494 $3,830,025,773 $1,787,970,713  $285,120,413 $25,765,875  $657,285,210 $10,909,932,639 

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 February 29, 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 
Investments in Securities:     
Corporate Bonds $3,522,911,831 $-- $3,522,911,831 $-- 
U.S. Government and Government Agency Obligations 2,980,880,683 -- 2,980,880,683 -- 
U.S. Government Agency - Mortgage Securities 4,225,783,128 -- 4,225,783,128 -- 
Asset-Backed Securities 419,464,944 -- 419,464,944 -- 
Collateralized Mortgage Obligations 138,949,224 -- 138,949,224 -- 
Commercial Mortgage Securities 477,661,045 -- 477,660,265 780 
Municipal Securities 86,523,060 -- 86,523,060 -- 
Foreign Government and Government Agency Obligations 25,128,761 -- 25,128,761 -- 
Bank Notes 39,891,361 -- 39,891,361 -- 
Fixed-Income Funds 35,735,451,856 35,735,451,856 -- -- 
Preferred Securities 47,085,691 -- 47,085,691 -- 
Money Market Funds 555,366,626 555,366,626 -- -- 
Purchased Swaptions 13,198,123 -- 13,198,123 -- 
Total Investments in Securities: $48,268,296,333 $36,290,818,482 $11,977,477,071 $780 
Derivative Instruments:     
Assets     
Futures Contracts $300,575 $300,575 $-- $-- 
Swaps 2,920,893 -- 2,920,893 -- 
Total Assets $3,221,468 $300,575 $2,920,893 $-- 
Liabilities     
Futures Contracts $(6,514,121) $(6,514,121) $-- $-- 
Swaps (1,762,587) -- (1,762,587) -- 
Written Swaptions (7,326,951) -- (7,326,951) -- 
Total Liabilities $(15,603,659) $(6,514,121) $(9,089,538) $-- 
Total Derivative Instruments: $(12,382,191) $(6,213,546) $(6,168,645) $-- 
Other Financial Instruments:     
TBA Sale Commitments $(782,330,585) $-- $(782,330,585) $-- 
Total Other Financial Instruments: $(782,330,585) $-- $(782,330,585) $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 29, 2020. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Credit Risk   
Swaps(a) $293,832 $0 
Total Credit Risk 293,832 
Interest Rate Risk   
Futures Contracts(b) 300,575 (6,514,121) 
Purchased Swaptions(c) 13,198,123 
Swaps(d) 2,627,061 (1,762,587) 
Written Swaptions(e) (7,326,951) 
Total Interest Rate Risk 16,125,759 (15,603,659) 
Total Value of Derivatives $16,419,591 $(15,603,659) 

 (a) For bi-lateral over-the-counter (OTC) swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items.

 (b) 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).

 (c) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

 (d) For centrally cleared over-the-counter (OTC) swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin for centrally cleared OTC swaps is included in receivable or payable for daily variation margin on centrally cleared OTC swaps, and the net cumulative appreciation (depreciation) for centrally cleared OTC swaps is included in Total accumulated earnings (loss).

 (e) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.

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


Financial Statements

Statement of Assets and Liabilities

  February 29, 2020 
Assets   
Investment in securities, at value (including securities loaned of $420,630,177) — See accompanying schedule:
Unaffiliated issuers (cost $35,387,384,014) 
$36,870,050,709  
Fidelity Central Funds (cost $488,309,340) 488,312,985  
Other affiliated issuers (cost $10,134,987,800) 10,909,932,639  
Total Investment in Securities (cost $46,010,681,154)  $48,268,296,333 
Cash  683,473 
Receivable for investments sold   
Regular delivery  166,963,242 
Delayed delivery  12,782,832 
Receivable for premium on written options  6,924,982 
Receivable for TBA sale commitments  777,869,967 
Receivable for fund shares sold  19,605,624 
Dividends receivable  3,741,649 
Interest receivable  63,649,228 
Distributions receivable from Fidelity Central Funds  208,638 
Receivable for daily variation margin on centrally cleared OTC swaps  453,849 
Bi-lateral OTC swaps, at value  293,832 
Other receivables  397,628 
Total assets  49,321,871,277 
Liabilities   
Payable for investments purchased   
Regular delivery $225,380,174  
Delayed delivery 1,486,783,440  
TBA sale commitments, at value 782,330,585  
Payable for fund shares redeemed 53,328,104  
Distributions payable 868,365  
Accrued management fee 943,955  
Payable for daily variation margin on futures contracts 2,921,818  
Written options, at value (premium receivable $6,924,982) 7,326,951  
Other payables and accrued expenses 1,107,520  
Collateral on securities loaned 419,800,100  
Total liabilities  2,980,791,012 
Net Assets  $46,341,080,265 
Net Assets consist of:   
Paid in capital  $44,322,256,752 
Total accumulated earnings (loss)  2,018,823,513 
Net Assets  $46,341,080,265 
Net Asset Value, offering price and redemption price per share ($46,341,080,265 ÷ 4,163,045,614 shares)  $11.13 

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


Statement of Operations

  Year ended February 29, 2020 
Investment Income   
Dividends:   
Unaffiliated issuers  $799,107,057 
Affiliated issuers  174,528,908 
Interest  414,650,319 
Income from Fidelity Central Funds (including $112,566 from security lending)  2,700,275 
Total income  1,390,986,559 
Expenses   
Management fee $115,717,890  
Accounting and security lending fees 762,473  
Custodian fees and expenses 163,000  
Independent trustees' fees and expenses 456,045  
Registration fees 785,798  
Audit 83,761  
Legal 135,758  
Miscellaneous 365,914  
Total expenses before reductions 118,470,639  
Expense reductions (105,151,558)  
Total expenses after reductions  13,319,081 
Net investment income (loss)  1,377,667,478 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 186,204,489  
Fidelity Central Funds (7,426)  
Other affiliated issuers 25,765,875  
Futures contracts (9,694,470)  
Swaps 143,464  
Written options (397,667)  
Capital gain distributions from underlying funds:   
Unaffiliated issuers 147,292,064  
Affiliated issuers 110,591,505  
Total net realized gain (loss)  459,897,834 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 2,023,254,202  
Fidelity Central Funds (605)  
Other affiliated issuers 657,285,210  
Futures contracts (6,277,753)  
Swaps 1,485,053  
Written options (401,969)  
Delayed delivery commitments (5,303,114)  
Total change in net unrealized appreciation (depreciation)  2,670,041,024 
Net gain (loss)  3,129,938,858 
Net increase (decrease) in net assets resulting from operations  $4,507,606,336 

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


Statement of Changes in Net Assets

 Year ended February 29, 2020 Year ended February 28, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $1,377,667,478 $1,179,353,603 
Net realized gain (loss) 459,897,834 (443,383,172) 
Change in net unrealized appreciation (depreciation) 2,670,041,024 395,454,319 
Net increase (decrease) in net assets resulting from operations 4,507,606,336 1,131,424,750 
Distributions to shareholders (1,560,742,405) (1,143,156,839) 
Share transactions   
Proceeds from sales of shares 10,531,970,234 9,961,531,357 
Reinvestment of distributions 1,541,427,164 1,141,595,515 
Cost of shares redeemed (6,711,834,609) (8,764,885,562) 
Net increase (decrease) in net assets resulting from share transactions 5,361,562,789 2,338,241,310 
Total increase (decrease) in net assets 8,308,426,720 2,326,509,221 
Net Assets   
Beginning of period 38,032,653,545 35,706,144,324 
End of period $46,341,080,265 $38,032,653,545 
Other Information   
Shares   
Sold 980,939,776 965,172,695 
Issued in reinvestment of distributions 142,378,833 110,799,972 
Redeemed (623,427,707) (852,168,708) 
Net increase (decrease) 499,890,902 223,803,959 

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


Financial Highlights

Strategic Advisers Core Income Fund

      
Years ended February 28, 2020 A 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $10.38 $10.38 $10.50 $10.40 $10.78 
Income from Investment Operations      
Net investment income (loss)B .354 .324 .270 .300 .316 
Net realized and unrealized gain (loss) .796 (.009) (.106) .174 (.366) 
Total from investment operations 1.150 .315 .164 .474 (.050) 
Distributions from net investment income (.350) (.309) (.270) (.297) (.322) 
Distributions from net realized gain (.050) (.006) (.014) (.077) (.008) 
Total distributions (.400) (.315) (.284) (.374) (.330) 
Net asset value, end of period $11.13 $10.38 $10.38 $10.50 $10.40 
Total ReturnC 11.25% 3.10% 1.54% 4.60% (.45)% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .28% .30% .31% .31% .31% 
Expenses net of fee waivers, if any .03% .05% .06% .06% .06% 
Expenses net of all reductions .03% .05% .06% .06% .06% 
Net investment income (loss) 3.28% 3.15% 2.55% 2.84% 3.00% 
Supplemental Data      
Net assets, end of period (000 omitted) $46,341,080 $38,032,654 $35,706,144 $30,150,207 $26,817,412 
Portfolio turnover rateF 65% 78% 45% 52% 69% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Amounts do not include the activity of Underlying Funds.

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


Notes to Financial Statements

For the period ended February 29, 2020

1. Organization.

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

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank notes, foreign government and government agency obligations, municipal securities, preferred securities and 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. Asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. For foreign debt securities, when significant market or security specific events arise, valuations may be determined in good faith in accordance with procedures adopted by the Board. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Options traded over-the-counter are valued using vendor or broker-supplied valuations and are categorized as Level 2 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 29, 2020 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), certain independent Trustees have elected to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees of $397,628 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 29, 2020, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Funds claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

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

Gross unrealized appreciation $2,434,456,238 
Gross unrealized depreciation (185,609,233) 
Net unrealized appreciation (depreciation) $2,248,847,005 
Tax Cost $46,007,762,184 

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

Undistributed ordinary income $23,756,333 
Capital loss carryforward $(234,565,508) 
Net unrealized appreciation (depreciation) on securities and other investments $2,230,030,315 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration  
Long-term $(234,565,508) 
Total capital loss carryforward $(234,565,508) 

The tax character of distributions paid was as follows:

 February 29, 2020 February 28, 2019 
Ordinary Income $1,560,742,405 $ 1,143,156,839 

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

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls. During the period, the Fund transacted in TBA securities that involved buying or selling mortgage-backed securities (MBS) on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount; however delivered securities must meet specified terms defined by industry guidelines, including issuer, rate and current principal amount outstanding on underlying mortgage pools. The Fund may enter into a TBA transaction with the intent to take possession of or deliver the underlying MBS, or the Fund may elect to extend the settlement by entering into either a mortgage or reverse mortgage dollar roll. Mortgage dollar rolls are transactions where a fund sells TBA securities and simultaneously agrees to repurchase MBS on a later date at a lower price and with the same counterparty. Reverse mortgage dollar rolls involve the purchase and simultaneous agreement to sell TBA securities on a later date at a lower price. Transactions in mortgage dollar rolls and reverse mortgage dollar rolls are accounted for as purchases and sales and may result in an increase to the Fund's portfolio turnover rate.

Purchases and sales of TBA securities involve risks similar to those discussed above for delayed delivery and when-issued securities. Also, if the counterparty in a mortgage dollar roll or a reverse mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's right to repurchase or sell securities may be limited. Additionally, when a fund sells TBA securities without already owning or having the right to obtain the deliverable securities (an uncovered forward commitment to sell), it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. A fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

TBA securities subject to a forward commitment to sell at period end are included at the end of the Fund's Schedule of Investments under the caption "TBA Sale Commitments." The proceeds and value of these commitments are reflected in the Fund's Statement of Assets and Liabilities as Receivable for TBA sale commitments and TBA sale commitments, at value, respectively.

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts, options and swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns, to gain exposure to certain types of assets, and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risks:

Credit Risk Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.
 
Interest Rate Risk Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates. 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as options and bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. For OTC written options with upfront premiums received, the Fund is obligated to perform and therefore does not have counterparty risk. For OTC written options with premiums to be received at a future date, the maximum risk of loss from counterparty credit risk is the amount of the premium in excess of any collateral pledged by the counterparty. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade. Counterparty credit risk related to centrally cleared OTC swaps may be mitigated by the protection provided by the clearinghouse.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type Net Realized Gain (Loss) Change in Net Unrealized Appreciation (Depreciation) 
Credit Risk   
Swaps $143,464 $620,581 
Interest Rate Risk   
Futures Contracts (9,694,470) (6,277,753) 
Purchased Options 1,827,732 2,456,953 
Written Options (397,667) (401,969) 
Swaps – 864,472 
Total Interest Rate Risk (8,264,405) (3,358,297) 
Totals $(8,120,941) $(2,737,716) 

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to fluctuations in interest rates.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included in the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are presented in the Statement of Operations.

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable, and are representative of volume of activity during the period.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap. A centrally cleared OTC swap is a transaction executed between a fund and a dealer counterparty, then cleared by a futures commission merchant (FCM) through a clearinghouse. Once cleared, the clearinghouse serves as a central counterparty, with whom a fund exchanges cash flows for the life of the transaction, similar to transactions in futures contracts.

Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.

Centrally cleared OTC swaps require a fund to deposit either cash or securities (initial margin) with the FCM, at the instruction of and for the benefit of the clearinghouse. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Centrally cleared OTC swaps are marked-to-market daily and subsequent payments (variation margin) are made or received depending on the daily fluctuations in the value of the swaps and are recorded as unrealized appreciation or (depreciation). These daily payments, if any, are included in receivable or payable for daily variation margin on centrally cleared OTC swaps in the Statement of Assets and Liabilities. Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Any premiums are recognized as realized gain (loss) upon termination or maturity of the swap.

For both bi-lateral and centrally cleared OTC swaps, payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Some swaps may be terminated prior to the effective date and realize a gain or loss upon termination. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is presented in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swaps" and are representative of volume of activity during the period.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, are noted in the table below.

 Purchases ($) Sales ($) 
Strategic Advisers Core Income Fund 14,102,547,343 8,354,114,540 

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .60% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .28% of the Fund's average net assets.

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

Sub-Advisers. FIAM LLC (an affiliate of the investment adviser) and PGIM, Inc. each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. Effective July 1, 2019 accounting fees are not paid by the Fund and are instead paid by the investment adviser or an affiliate. For the period, the total fees paid for accounting and administration of securities lending were equivalent to less than .005%.

Interfund Trades. Funds may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Prior Fiscal Year Reallocation of Underlying Fund Investments. During the prior period, the investment adviser allocated investments of the Fund. This involved taxable redemptions of the Fund's interest in Fidelity Total Bond Fund in exchange for investments and cash, valued at $6,386,899,397, and non-taxable exchanges of those investments for shares of Fidelity SAI Total Bond fund. The Fund had a net realized loss of $(291,139,992) on the redemption of Fidelity Total Bond Fund shares.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $6,184.

6. Investments in Fidelity Central Funds.

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

The Fidelity Money Market Central Funds are managed by FMR. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

 Amount 
Strategic Advisers Core Income Fund $103,556 

During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

9. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2022. During the period, this waiver reduced the Fund's management fee by $105,124,976.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $6,125 for the period.

In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $20,315 and $142, respectively.

10. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets.

At the end of the period, the Fund was the owner of record of 10% or more of the total outstanding shares of the following Underlying Funds:

Fidelity SAI U.S. Treasury Bond Index Fund 42% 
Fidelity Sustainability Bond Index Fund 25% 
Fidelity SAI Total Bond Fund 44% 

11. Coronavirus (COVID-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Strategic Advisers Core Income Fund (one of the funds constituting Fidelity Rutland Square Trust II, referred to hereafter as the “Fund”) as of February 29, 2020, the related statement of operations for the year ended February 29, 2020, the statement of changes in net assets for each of the two years in the period ended February 29, 2020, including the related notes, and the financial highlights for each of the five years in the period ended February 29, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 29, 2020 and the financial highlights for each of the five years in the period ended February 29, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 14, 2020



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  If the interests of the fund and an underlying Fidelity® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds.  Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict.  Each of the Trustees oversees 14 funds. 

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2018

Trustee

Mr. Hogan also serves as Trustee of other funds. Mr. Hogan serves as Head of Fidelity Investments’ Investment Solutions and Innovation organization (2018-present), and a Director of Strategic Advisers LLC (2018-present). Previously, Mr. Hogan served as a Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), President of FMR Co., Inc. (2009-2018), a Vice President of Fidelity's Equity and High Income funds (2009-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), Trustee of certain Fidelity® funds (2014-2018), President of the Equity Division of Fidelity Management & Research Company (investment adviser firm, 2009-2018), Senior Vice President, Equity Research of Fidelity Management & Research Company (2006-2009), and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

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

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

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

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present) and Chief Executive Officer (2013-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), Overseer of the Boston Symphony Orchestra (2014-present), Member of the Board of Directors of The Advertising Council, Inc. (2016-present), and Member of the Ron Burton Training Village Executive Board of Advisors (2018-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

Heidi L. Steiger (1953)

Year of Election or Appointment: 2017

Trustee

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

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

Advisory Board Members and Officers:

Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

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

Christine Marcks (1955)

Year of Election or Appointment: 2019

Member of the Advisory Board

Ms. Marcks also serves as Member of the Advisory Board of other Funds. Prior to her retirement, Ms. Marcks served as Chief Executive Officer and President – Prudential Retirement (2007-2017) and Vice President for Rollover and Retirement Income Strategies (2005-2007), Prudential Financial, Inc. (financial services). Previously, Ms. Marcks was Senior Vice President and Head of Financial Horizons (2002-2004) and Vice President, Strategic Marketing (2000-2002) of Voya Financial (formerly ING U.S.) (financial services), held numerous positions at Aetna Financial Services (financial services, 1987-2000) and served as an International Economist for the United States Department of the Treasury (1980-1987). Ms. Marcks also serves as a member of the Board of Trustees, Audit Committee and Benefits & Operations Committee of the YMCA Retirement Fund (2018-present), a non-profit organization providing retirement plan benefits to YMCA staff members, and as a member of the Board of Trustees of Assumption College (2019-present).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of certain funds (2017-2019), as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

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

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers LLC (investment adviser firm, 2015-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present). Previously, Mr. Gryglewicz served as Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-2019), and as Chief Compliance Officer of certain Fidelity® funds (2014-2018).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Christina H. Lee (1975)

Year of Election or Appointment: 2020

Secretary and Chief Legal Officer

Ms. Lee also serves as Secretary and CLO of other funds. Ms. Lee serves as Vice President, Associate General Counsel (2014-present) and is an employee of Fidelity Investments (2007-present). Previously, Ms. Lee served as Assistant Secretary of certain funds (2018-2019).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2020

Assistant Secretary

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2020

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche LLP (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (September 1, 2019 to February 29, 2020).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds and exchange-traded funds (ETFs) (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds.

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
September 1, 2019 
Ending
Account Value
February 29, 2020 
Expenses Paid
During Period-B
September 1, 2019
to February 29, 2020 
Actual .03% $1,000.00 $1,034.00 $.15 
Hypothetical-C  $1,000.00 $1,024.71 $.15 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

A total of 14.85% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2021 of amounts for use in preparing 2020 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers LLC (Strategic Advisers) and the sub-advisory agreements with FIAM LLC and PGIM, Inc. (PGIM) (each a Sub-Adviser and collectively, the Sub-Advisers) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. Strategic Advisers and the Sub-Advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board. The Board, acting directly and through its committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts.

At its September 2019 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board approved amendments to the fund's sub-advisory agreement with PGIM to add certain exceptions to the most favored nation provision, implement a new fee schedule, effective April 1, 2019, and make other non-material amendments to the agreement. The Board noted that the new fee schedule is expected to result in a decrease of less than 0.5 basis points in the total management fee rate of the fund. The Board noted that the other terms of the amended sub-advisory agreement are not materially different from those of the existing sub-advisory agreement with PGIM. The Board also noted that the amended sub-advisory agreement with PGIM would not result in changes to the nature, extent, and quality of the services that PGIM provides to the fund.

In reaching its determination to renew the fund's Advisory Contracts and approve the amendments to the sub-advisory agreement described above (Amendments), the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services provided by and the profits, if any, realized by Strategic Advisers from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the Amendments, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the Amendments is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the Amendments was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided.  The Board considered the staffing within the Investment Advisers, including the backgrounds of the fund's investment personnel and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in, among other things, (i) setting, implementing and monitoring the investment strategies for the funds; (ii) identifying and recommending sub-advisers for the funds; (iii) overseeing compliance with federal securities laws by each sub-adviser with respect to the portion of fund assets allocated to the sub-adviser; (iv) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (v) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about Strategic Advisers' sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

The Board also considered the nature, extent and quality of services provided by each Sub-Adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each Sub-Adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the Sub-Adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each Sub-Adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staffs, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered (i) the nature, extent, quality, and cost of administrative and shareholder services performed by Strategic Advisers and its affiliates under the management contract and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

In connection with the renewal of the Advisory Contracts, the Board considered annualized return information for the fund for different time periods, measured against an appropriate securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

The Board considered discussions that occur at Board meetings throughout the year with representatives of Strategic Advisers about fund investment performance and the performance of each Sub-Adviser as part of regularly scheduled fund reviews and other reports to the Board on fund performance, taking into account various factors including general market conditions. In its discussions with representatives of Strategic Advisers regarding fund performance, the Board gave particular attention to information indicating underperformance of certain funds for specific time periods and discussed with Strategic Advisers the reasons for any such underperformance.

The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2018, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Core Income Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one-year period and in the first quartile for the three- and five-year periods ended December 31, 2018. The Board also noted that the fund had out-performed 58%, 87%, and 80% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2018. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period and higher than its benchmark for the three- and five-year periods shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2022 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.60%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Core Income Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2018.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2018.

Fees Charged to Other Clients.  The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each Sub-Adviser, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability.  The Board considered information regarding the revenues earned and the expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationships with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

The Board also considered information regarding the profitability of the Sub-Advisers' respective relationships with the fund and the potential fall-out benefits, if any, that may accrue to the Sub-Advisers as a result of their respective relationships with the fund. The Board noted the difficulty in evaluating a Sub-Adviser's costs and the profitability of a Sub-Advisory Agreement to a Sub-Adviser because of, among other things, differences in the type and content of information provided by each Sub-Adviser due to differences in business models, cost accounting methods, and profitability calculation methodologies among the Sub-Advisers. Accordingly, the Board considered profitability information provided by the Sub-Advisers in light of the nature of the relationships between Strategic Advisers and the Sub-Advisers with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that certain of the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2022.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee arrangements bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the Amendments should be approved because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement and the approval of the Amendments do not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940 (the Liquidity Rule) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Fund has adopted and implemented a liquidity risk management program (the Program) reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. Strategic Advisers has established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions and (4) borrowings and other funding sources, as applicable.

In accordance with the Program, each of the Fund’s portfolio investments is classified into one of four liquidity categories described below based on a determination of a reasonable expectation for how long it would take to convert the investment to cash (or sell or dispose of the investment) without significantly changing its market value.

  • Highly liquid investments – cash or convertible to cash within three business days or less
  • Moderately liquid investments – convertible to cash in three to seven calendar days
  • Less liquid investments – can be sold or disposed of, but not settled, within seven calendar days
  • Illiquid investments – cannot not be sold or disposed of within seven calendar days

Liquidity classification determinations take into account a variety of factors including various market, trading and investment-specific considerations, as well as market depth, and generally utilize analysis from a third-party liquidity metrics service.

The Liquidity Rule places a 15% limit on a fund’s illiquid investments and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund’s net assets to be invested in highly liquid investments (highly liquid investment minimum or HLIM). The Program includes provisions reasonably designed to comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement as applicable.

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2018 through November 30, 2019. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.





Fidelity Investments

SSC-ANN-0420
1.912891.109


Item 2.

Code of Ethics


As of the end of the period, February 29, 2020, Fidelity Rutland Square Trust II (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Heidi L. Steiger is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Ms. Steiger is independent for purposes of Item 3 of Form N-CSR.  



Item 4.  

Principal Accountant Fees and Services


Fees and Services


The following table presents fees billed by PricewaterhouseCoopers LLP (PwC) in each of the last two fiscal years for services rendered to Strategic Advisers Core Income Fund, Strategic Advisers Emerging Markets Fund, Strategic Advisers Fidelity International Fund, Strategic Advisers Income Opportunities Fund, Strategic Advisers International Fund and Strategic Advisers Small-Mid Cap Fund (the Funds):


Services Billed by PwC


February 29, 2020 FeesA


Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees






Strategic Advisers Core Income Fund

 $49,800  

$4,100

 $4,000   

$9,600

Strategic Advisers Emerging Markets Fund

 $36,600  

$2,300

 $2,900   

$5,500

Strategic Advisers Fidelity International Fund

 $44,200  

$3,800

 $4,200   

$9,000

Strategic Advisers Income Opportunities Fund

 $29,000  

$2,300

 $2,900   

$5,400

Strategic Advisers International Fund

 $44,700  

$3,900

 $4,200   

$9,100

Strategic Advisers Small-Mid Cap Fund

 $47,000  

$3,900

 $4,000   

$9,000



February 28, 2019 FeesA


Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees






Strategic Advisers Core Income Fund

 $50,000  

$3,900

 $4,000   

$7,700

Strategic Advisers Emerging Markets Fund

 $27,000  

$2,200

 $3,600   

$4,300

Strategic Advisers Fidelity International Fund

 $47,000  

$3,700

 $4,200   

$7,300

Strategic Advisers Income Opportunities Fund

 $27,000  

$2,200

 $3,000   

$4,300

Strategic Advisers International Fund

 $47,000  

$3,800

 $4,200   

$7,300

Strategic Advisers Small-Mid Cap Fund

 $47,000  

$3,700

 $4,000   

$7,300



A Amounts may reflect rounding.


The following table(s) present(s) fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund(s) and that are rendered on behalf of Strategic Advisers, LLC (Strategic Advisers) and entities controlling, controlled by, or under common control with Strategic Advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund(s) (Fund Service Providers):


Services Billed by PwC




February 29, 2020A

February 28, 2019A

Audit-Related Fees

 $7,927,700

 $7,930,000

Tax Fees

$28,000

$15,000

All Other Fees

$-

$-


A Amounts may reflect rounding.


Audit-Related Fees represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.


Tax Fees represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.


All Other Fees represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the



operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.  


Assurance services must be performed by an independent public accountant.


* * *


The aggregate non-audit fees billed by PwC for services rendered to the Fund(s), Strategic Advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund(s) are as follows:


Billed By

February 29, 2020A

February 28, 2019A

PwC

$12,683,500

$11,200,000


A Amounts may reflect rounding.


The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its(their) audit of the Fund(s), taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund(s) and its(their) related entities and Strategic Adviserss review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund(s) Service Providers.


Audit Committee Pre-Approval Policies and Procedures

 

The trusts Audit Committee must pre-approve all audit and non-audit services provided by a funds independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.


The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committees consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided.


All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other



member of the Audit Committee as may be designated by the Chair to act in the Chairs absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.


Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee periodically.


Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (De Minimis Exception)


There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds(s) last two fiscal years relating to services provided to (i) the Fund(s) or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund(s).



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


There were no material changes to the procedures by which shareholders may recommend nominees to the trusts Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trusts 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 trusts internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trusts internal control over financial reporting.


Item 12.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies


Not applicable.


Item 13.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)


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




SIGNATURES


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


Fidelity Rutland Square Trust II



By:

/s/Stacie M. Smith


Stacie M. Smith


President and Treasurer



Date:

April 21, 2020


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/Stacie M. Smith


Stacie M. Smith


President and Treasurer



Date:

April 21, 2020



By:

/s/John J. Burke III


John J. Burke III


Chief Financial Officer



Date:

April 21, 2020

 





                                                      Exhibit EX-99.CERT

     

I, Stacie M. Smith, certify that:


1.

I have reviewed this report on Form N-CSR of Fidelity Rutland Square 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 registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants 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:

 April 21, 2020

/s/Stacie M. Smith

Stacie M. Smith

President and Treasurer



I, John J. Burke III, certify that:

1.

I have reviewed this report on Form N-CSR of Fidelity Rutland Square 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 registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants 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:

April 21, 2020

/s/John J. Burke III

John J. Burke III

Chief Financial Officer








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 Rutland Square 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 officers 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: April 21, 2020



/s/Stacie M. Smith

Stacie M. Smith

President and Treasurer



 

Dated: April 21, 2020



/s/John J. Burke III

John J. Burke III

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.





EXHIBIT EX-99.CODE ETH



FIDELITY RUTLAND SQUARE TRUST II

CODE OF ETHICS FOR PRESIDENT, TREASURER

AND CHIEF FINANCIAL OFFICER



I.  Purpose of the Code/Covered Officers


This document constitutes the Code of Ethics (the Code) adopted by Fidelity Rutland Square Trust II (the Trust”) pursuant to the provisions of Rule 30b2-1(a) under the Investment Company Act of 1940, which Rule implements Sections 406 of the Sarbanes-Oxley Act of 2002 with respect to registered investment companies. The Code applies to the Trusts President and Treasurer, and Chief Financial Officer (the Covered Officers). Fidelitys Ethics Office (the Ethics Office), a part of Fidelity Corporate Compliance Group within Core Compliance, administers the Code.


The purposes of the Code are to deter wrongdoing and to promote, on the part of the Covered Officers:


·

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·

full, fair, accurate, timely and understandable disclosure in reports and documents that the funds of the Trust submit to the Securities and Exchange Commission (SEC), and in other public communications by the funds of the Trust;

·

compliance with applicable laws and governmental rules and regulations;

·

the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

·

accountability for adherence to the Code.


Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.


II.  Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest


Overview. A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his service to, the Trust. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Trust.  


Certain conflicts of interest arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the Investment Company Act) and the Investment Advisers Act of 1940 (the Investment Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a fund of the Trust because of their status as affiliated persons of the Trust. Separate compliance programs and procedures of the Trust, Strategic Advisers, Inc. (Strategic”) and the other Fidelity companies are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Trust and Strategic (or another Fidelity company) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trust, Strategic or another Fidelity company), be involved in establishing policies and implementing decisions that have different effects on the Trust, Strategic and other Fidelity companies. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Trust and Strategic (or another Fidelity company), and is consistent with the performance by the Covered Officers of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Trust’s Board of Trustees (Board) that the Covered Officers also may be officers or employees of one or more other Trusts covered by this Code.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Trust.  

*        *        *

Each Covered Officer must:


·

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by any fund of the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;

·

not cause a fund of the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trust;

·

not engage in any outside business activity, including serving as a director or trustee, that prevents the Covered Officer from devoting appropriate time and attention to the Covered Officers responsibilities with the Trust;

·

not have a consulting or employment relationship with any of the Trust’s service providers that are not affiliated with Fidelity; and

·

not retaliate against any employee or Covered Officer for reports of actual or potential misconduct, which are made in good faith.


With respect to other fact patterns, if a Covered Officer is in doubt, other potential conflict of interest situations should be described immediately to the Ethics Office for resolution. Similarly, any questions a Covered Officer has generally regarding the application or interpretation of the Code should be directed to the Ethics Office immediately.


III. Disclosure and Compliance


·

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust.

·

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about any fund of the Trust to others, whether within or outside Fidelity, including to the Trusts Board of Trustees (the Board) and auditors, and to governmental regulators and self-regulatory organizations;

·

Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Trust, Strategic and the Fidelity service providers, and with the Board’s Audit Committee, with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the funds of the Trust file with, or submit to, the SEC and in other public communications made by the funds of the Trust; and

·

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.


IV. Reporting and Accountability


Each Covered Officer must:

·

upon receipt of the Code, and annually thereafter, submit to the Ethics Office an acknowledgement stating that he or she has received, read, and understands the Code; and

·

notify the Ethics Office promptly if he or she knows of any violation of the Code. Failure to do so is itself a violation of this Code.


The Ethics Office shall take all action it considers appropriate to investigate any actual or potential violations reported to it. Upon completion of the investigation, if necessary, the matter will be reviewed with senior management or other appropriate parties, and a determination will be made as to whether any action should be taken as detailed below. The Covered Officer will be informed of any action determined to be appropriate. The Ethics Office will inform the Personal Trading Committee of all Code violations and actions taken in response. Without implied limitation, appropriate remedial, disciplinary or preventive action may include a written warning, a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. Additionally, other legal remedies may be pursued.  


The policies and procedures described in the Code do not create any obligations to any person or entity other than the Trust. The Code is intended solely for the internal use by the Trust and does not constitute a promise, contract or an admission by, or on behalf of, the Trust as to any fact, circumstance, or legal conclusion. The Trust, the Fidelity companies and the Fidelity Chief Ethics Officer retain the discretion to decide whether the Code applies to a specific situation, and how it should be interpreted.


V. Oversight


Material violations of this Code will be reported promptly by Strategic to the Board’s Audit Committee. In addition, at least once each year, Strategic will provide a written report to the Board, which describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and action taken in response to the material violations.


VI. Other Policies and Procedures


This Code shall be the sole code of ethics adopted by the Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Other Fidelity policies or procedures that cover the behavior or activities of Covered Officers are separate requirements applying to the Covered Officers (and others), and are not part of this Code.


VII. Amendments


Any material amendments or changes to this Code must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not interested persons of the Trust.


VIII. Records and Confidentiality


Records of any violation of the Code and of the actions taken as a result of such violations will be kept by the Ethics Office. All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Ethics Office, the Personal Trading Committee, the Board, appropriate personnel at the relevant Fidelity company or companies and the legal counsel of any or all of the foregoing.






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