As filed with the Securities and Exchange Commission on May 10, 2024
Registration No. 333-278304
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 1 | ☒ |
Fidelity Rutland Square Trust II
(Exact Name of Registrant as Specified in Charter)
Registrant’s Telephone Number
(617) 563-7000
245 Summer St., Boston, MA 02210
(Address Of Principal Executive Offices)
Christina H. Lee | With copies to: |
Secretary and Chief Legal Officer | John V. O’Hanlon |
245 Summer Street | Dechert LLP |
Boston, Massachusetts 02210 | One International Place, 40th Floor |
(Name and Address of Agent for Service) | 100 Oliver Street |
Boston, MA 02116-5021 |
It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b).
1. |
Individual
Accounts: Your name should be signed exactly as it appears in the registration on the proxy card. |
2. |
Joint
Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.
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3. |
All
other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration
itself or by the individual executing the proxy card. For example: |
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REGISTRATION
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VALID
SIGNATURE |
A.
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1) |
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ABC
Corp. |
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John
Smith, Treasurer |
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2) |
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ABC
Corp.
c/o
John Smith, Treasurer |
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John
Smith, Treasurer |
B.
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1) |
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ABC
Corp. Profit Sharing Plan |
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Ann
B. Collins, Trustee |
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2) |
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ABC
Trust |
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Ann
B. Collins, Trustee |
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3) |
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Ann
B. Collins, Trustee
u/t/d
12/28/78 |
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Ann
B. Collins, Trustee |
C. |
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1)
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Anthony
B. Craft, Cust.
f/b/o
Anthony B. Craft, Jr.
UGMA |
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Anthony
B. Craft |
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1. |
Read the proxy statement, and
have your proxy card handy. |
2. |
Call the toll-free number or
visit the web site indicated on your proxy card. |
3. |
Enter the number found in the
box on the front of your proxy card. |
4. |
Follow the recorded or on-line
instructions to cast your vote up until 11:59 p.m. ET on July 8, 2024. |
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STRATEGIC
ADVISERS® LARGE CAP FUND
STRATEGIC
ADVISERS® SMALL-MID CAP FUND |
STRATEGIC
ADVISERS® U.S. TOTAL STOCK FUND |
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Proposal
Number |
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Proposal
Description |
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Applicable
Fund |
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Page |
1
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To
approve an Agreement and Plan of Reorganization (the Agreement) relating to the proposed acquisition of Large Cap Fund by Strategic Advisers®
U.S. Total Stock Fund (U.S. Total Stock Fund or Acquiring Fund), a newly created series of the trust. |
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Large
Cap Fund |
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19 |
2
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To
approve the Agreement relating to the proposed acquisition of Small-Mid Cap Fund by U.S. Total Stock Fund. |
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Small-Mid
Cap Fund |
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23 |
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• |
Each Reorganization would
provide opportunities for improved investment outcomes by reducing redundant risk-mitigation strategies employed in managing each of the
Target Funds separately to their individual benchmarks. |
• |
Each Reorganization would
permit each Target Fund’s shareholders to receive exposure to all cap equity securities in a single fund with the same investment
objective, reducing the need to trade across funds and potentially realize gains for customers in taxable accounts. |
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Each Reorganization
would eliminate a mismatch of the individual fund benchmark for each respective Target Fund versus the benchmark used in the
managed account program for U.S. equity exposures. |
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The contractual maximum
management fee proposed for the Acquiring Fund is the same as that of Large Cap Fund and lower than that of Small-Mid Cap Fund. |
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Based on annualized
expense data for the period from December 1, 2022 through November 30, 2023, and assuming all proposals are approved and
the merger had been in effect for a full year, for each Target Fund individually, the change in total expenses is expected to
be a decrease of 0.16% ( 16 basis points ( bpP) for Small-Mid Cap Fund and no change for Large Cap Fund .
As substantially all managed account clients who own shares of one Target Fund hold shares of both Target Funds in similar proportions,
these shareholders are expected to benefit from a projected decrease of 1 bp in total expenses when comparing Acquiring Fund
total annual operating expenses to the weighted average expense ratio of both Target Funds. The pro forma expenses and fee information
presented below is based on data for the 12 months ended November 30, 2023, corresponding to the Large Cap Fund’s
semi-annual reporting period. |
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Although substantially all
shareholders hold both Target Funds, the mergers will also provide clients who hold only one fund with more manager diversification and
broadened portfolio management expertise in a single fund. |
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Large
Cap Fund |
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U.S.
Total Stock Fund |
The
fund normally invests at least 80% of its assets in securities and shares of funds with large market capitalizations. Although a universal
definition of large market capitalization companies does not exist, for purposes of this fund, large market capitalization companies are
generally defined as those whose market capitalization is similar to the market capitalization of companies in the Russell 1000®
Index or the S&P 500® Index. A company’s market capitalization is based on its current market capitalization
or its market capitalization at the time of the fund’s investment. The size of the companies in each index changes with market conditions
and the composition of the index. |
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The
fund normally invests at least 80% of its assets in U.S. stocks and in shares of other U.S. stock funds. An issuer is deemed to be located
in the U.S. if the principal trading market for the security is in the United States or the issuer is organized under the laws of the
United States. |
The
fund is not constrained by any particular investment style. The fund will normally invest in a combination of “growth” and
“value” stocks. |
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The
fund is not constrained by any particular investment style. At any given time, the fund may tend to buy “growth” stocks or
“value” stocks, or a combination of both types. Additionally, the fund is not limited to investing in securities of a specific
market capitalization and may hold securities of large, medium and/or small capitalization companies. |
The
fund may invest in securities of foreign issuers in addition to securities of domestic issuers. |
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Same
principal strategy. |
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5 |
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Large
Cap Fund |
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U.S.
Total Stock Fund |
The
fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities
through one or more underlying funds, which in turn invest directly in securities. |
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Same
principal strategy. |
The
Adviser may allocate the fund’s assets among any number of underlying funds or sub-advisers at any time. The Adviser may adjust
allocations among underlying funds or sub-advisers from time to time, including making no allocation at all to one or more sub-advisers. |
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Same
principal strategy. |
The
Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying
funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable
outlook for achieving the fund’s investment objective. |
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Same
principal strategy. |
When
determining how to allocate the fund’s assets among sub-advisers and underlying funds, the Adviser uses proprietary fundamental
and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience
and investment style, management company infrastructure, costs, asset size, and portfolio turnover. |
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Same
principal strategy. |
The
fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity
funds that participate in Fidelity’s FundsNetwork® and in non-affiliated ETFs. Underlying funds include both funds
managed by Fidelity Management & Research Company LLC (FMR) (an affiliated company that, together with the Adviser, is part of Fidelity
Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically
are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable to purchases through
Fidelity’s FundsNetwork®, though such fees may be higher or lower, or may be charged as transaction and/or account
fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®. |
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The
fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity
funds that typically participate in Fidelity’s FundsNetwork® and non-affiliated ETFs. Underlying funds include both
funds managed by Fidelity Management & Research Company LLC (FMR) (an affiliated company that, together with the Adviser, is part
of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees
that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable
to purchases through Fidelity’s FundsNetwork® though such fees may be higher or lower, or may be charged as transaction
and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®. |
The
Adviser generally classifies funds by reference to a fund’s name, policies, or classification by a third-party ranking or ratings
organization at the time of investment. Investments in funds whose names, policies or classifications change after purchase continue to
be considered subject to the classification at time of investment for purposes of the 80% policy. |
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The
Adviser generally identifies U.S. stock funds by reference to a fund’s name, policies, or investments. Whether an underlying fund
is a U.S. stock fund is determined at the time of investment and evaluated periodically thereafter. |
The
Adviser may actively adjust the allocation of the fund’s assets at any time. For current information on fund holdings, please call
1-800-544-3455 or visit Fidelity’s web site at www.fidelity.com. For information on the underlying funds, see the underlying funds’
prospectuses. A copy of any underlying Fidelity® fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com.
For a copy of any other underlying fund’s prospectus, visit the web site of the company that manages or sponsors that underlying
fund. |
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For
information on the underlying funds, see the underlying funds’ prospectuses. A copy of any underlying Fidelity®
fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying
fund’s prospectus, visit the web site of the company that manages or sponsors that underlying fund. |
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6 |
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Large
Cap Fund |
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U.S.
Total Stock Fund |
Common
types of investment approaches that a sub-adviser may use in selecting investments for a fund include, but are not limited to, quantitative
analysis, fundamental analysis, or a combination of both approaches. Quantitative analysis refers to programmatic models that analyze
such factors as growth potential, valuation, liquidity, and investment risk based on data inputs. Fundamental analysis involves a bottom-up
assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy,
management, industry position, and economic and market conditions. |
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Same
principal strategy. |
It
is not possible to predict the extent to which the fund’s assets will be invested by a particular sub-adviser at any given time
and one or more sub-advisers may not be managing any assets for the fund at any given time. |
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Same
principal strategy. |
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Small-Mid
Cap Fund |
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U.S.
Total Stock Fund |
The
fund normally invests primarily in common stocks. |
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No
corresponding strategy. |
The
fund normally invests at least 80% of its assets in securities of small and mid cap companies and in shares of other small and mid cap
funds. Although a universal definition of small to medium market capitalization companies does not exist, for purposes of this fund, small
to medium market capitalization companies are generally defined as those companies with market capitalizations similar to those of companies
included in the Russell 2500TM Index. A company’s market capitalization is based on its current market capitalization
or its market capitalization at the time of the fund’s investment. The size of the companies in the index changes with market conditions
and the composition of the index. |
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The
fund normally invests at least 80% of its assets in U.S. stocks and in shares of other U.S. stock funds. An issuer is deemed to be located
in the U.S. if the principal trading market for the security is in the United States or the issuer is organized under the laws of the
United States. |
The
fund is not constrained by any particular investment style. At any given time, the fund may tend to buy “growth” stocks or
“value” stocks, or a combination of both types. |
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The
fund is not constrained by any particular investment style. At any given time, the fund may tend to buy “growth” stocks or
“value” stocks, or a combination of both types. Additionally, the fund is not limited to investing in securities of a specific
market capitalization and may hold securities of large, medium and/or small capitalization companies. |
The
fund may invest in securities of foreign issuers in addition to securities of domestic issuers. |
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Same
principal strategy. |
The
fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities
through one or more underlying funds, which in turn invest directly in securities. |
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Same
principal strategy. |
The
Adviser may allocate the fund’s assets among any number of underlying funds or sub-advisers at any time. The Adviser may adjust
allocations among underlying funds or sub-advisers from time to time, including making no allocation at all to one or more sub-advisers. |
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Same
principal strategy. |
The
Adviser allocates the fund’s assets among underlying funds and sub-advisers according to an allocation strategy designed to achieve
portfolio characteristics similar to those of the Russell 2500TM Index. |
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No
corresponding strategy. |
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7 |
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Small-Mid
Cap Fund |
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U.S.
Total Stock Fund |
The
Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying
funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable
outlook for achieving the fund’s investment objective. |
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Same
principal strategy. |
When
determining how to allocate the fund’s assets among sub-advisers and underlying funds, the Adviser uses proprietary fundamental
and quantitative research, considering factors including, but not limited to, performance in different market environments, manager experience
and investment style, management company infrastructure, costs, asset size, and portfolio turnover. |
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Same
principal strategy. |
The
fund may invest in affiliated small and mid cap funds (i.e., Fidelity® funds,
including mutual funds and ETFs), non-affiliated small and mid cap funds that participate in Fidelity’s FundsNetwork®
and in non-affiliated ETFs. Underlying funds include both funds managed by Fidelity Management & Research Company LLC (FMR) (an affiliated
company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other
than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s
average daily net assets attributable to purchases through Fidelity’s FundsNetwork®, though such fees may be higher
or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring
through Fidelity’s FundsNetwork®. |
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|
The
fund may invest in affiliated equity funds (i.e., Fidelity® funds, including mutual funds and ETFs), non-affiliated equity
funds that typically participate in Fidelity’s FundsNetwork® and non-affiliated ETFs. Underlying funds include both
funds managed by Fidelity Management & Research Company LLC (FMR) (an affiliated company that, together with the Adviser, is part
of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees
that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund’s average daily net assets attributable
to purchases through Fidelity’s FundsNetwork® though such fees may be higher or lower, or may be charged as transaction
and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity’s FundsNetwork®. |
The
Adviser generally identifies small and mid cap funds by reference to a fund’s name, policies, or classification by a third-party
ranking or ratings organization. Whether an underlying fund is a small or mid cap fund is determined at the time of investment. Investments
in funds whose names, policies or classifications change after purchase continue to be considered investments in small or mid cap funds
for purposes of the 80% policy. |
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The
Adviser generally identifies U.S. stock funds by reference to a fund’s name, policies, or investments. Whether an underlying fund
is a U.S. stock fund is determined at the time of investment and evaluated periodically thereafter. |
The
Adviser may actively adjust the allocation of the fund’s assets at any time. For current information on fund holdings, please call
1-800-544-3455 or visit Fidelity’s web site at www.fidelity.com. For information on the underlying funds, see the underlying funds’
prospectuses. A copy of any underlying Fidelity® fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com.
For a copy of any other underlying fund’s prospectus, visit the web site of the company that manages or sponsors that underlying
fund. |
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|
For
information on the underlying funds, see the underlying funds’ prospectuses. A copy of any underlying Fidelity®
fund’s prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying
fund’s prospectus, visit the web site of the company that manages or sponsors that underlying fund. |
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8 |
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Small-Mid
Cap Fund |
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U.S.
Total Stock Fund |
Common
types of investment approaches that a sub-adviser may use in selecting investments for a fund include, but are not limited to, quantitative
analysis, fundamental analysis, or a combination of both approaches. Quantitative analysis refers to programmatic models that analyze
such factors as growth potential, valuation, liquidity, and investment risk based on data inputs. Fundamental analysis involves a bottom-up
assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy,
management, industry position, and economic and market conditions. |
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Same
principal strategy. |
It
is not possible to predict the extent to which the fund’s assets will be invested by a particular sub-adviser at any given time
and one or more sub-advisers may not be managing any assets for the fund at any given time. |
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Same
principal strategy. |
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Small-Mid
Cap Fund |
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U.S.
Total Stock Fund |
Fundamental
policies and limitations (subject to change only by shareholder vote) |
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Fundamental
policies and limitations (subject to change only by shareholder vote) |
Senior
Securities. The fund may not issue senior securities, except in connection with the insurance program
established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under
the Investment Company Act of 1940. |
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Senior
Securities. The fund may not issue senior securities, except as permitted under the Investment Company
Act of 1940. |
Concentration.
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of
companies whose principal business activities are in the same industry. |
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Concentration.
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of
companies whose principal business activities are in the same industry (provided that investments in other investment companies shall
not be considered an investment in any particular industry for purposes of this investment limitation). |
Non-Fundamental
Policies and Limitations |
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Non-Fundamental
Policies and Limitations |
Short
Sales. The fund does not currently intend to sell securities short, unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and
options are not deemed to constitute selling securities short. |
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Short
Sales. The fund does not currently intend to sell securities short, unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts,
options, and swaps are not deemed to constitute selling securities short. |
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9 |
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Sub-Adviser*
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Fund(s)
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As
of Date of
Assets
under
Management
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Assets
Under
Management
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AllianceBernstein
L.P. |
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Large
Cap Fund
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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February 29,
2024 |
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$745 billion
(discretionary)
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Aristotle
Capital Management, LLC (Aristotle)** |
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Large
Cap Fund |
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May 31,
2023 |
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$48.1 billion
(discretionary) |
ArrowMark
Colorado Holdings, LLC |
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Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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February 29,
2024 |
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$22.3 billion
(discretionary)*** |
BlackRock
Investment Management, LLC |
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Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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December 31,
2023 |
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$10.01 trillion |
Boston
Partners Global Investors, Inc. |
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Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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February 29,
2024 |
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$97.3 billion |
Brandywine
Global Investment Management, LLC |
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|
Large
Cap Fund
U.S.
Total Stock Fund |
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|
February 29,
2024 |
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$62.8 billion |
ClariVest
Asset Management LLC (ClariVest)** |
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|
Large
Cap Fund |
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|
May 31,
2023 |
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$3.2 billion
(discretionary) |
D.E.
Shaw Investment Management, L.L.C. |
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|
Large
Cap Fund
U.S.
Total Stock Fund |
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|
February 29,
2024 |
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$17.7 billion
(discretionary) |
Fidelity
Diversifying Solutions LLC |
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U.S.
Total Stock Fund |
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|
December 31,
2023 |
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$2.6 billion
(discretionary) |
FIAM
LLC |
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Large
Cap Fund
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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|
December 31,
2023 |
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|
$219.2 billion
(discretionary) |
FIL
Investment Advisors |
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Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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|
December 31,
2023 |
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|
$9.0 billion
(discretionary) |
Geode
Capital Management, LLC |
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|
Large
Cap Fund
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
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|
December 31,
2023 |
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$1.0 trillion
(discretionary) |
GW&K
Investment Management, LLC |
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Small-Mid
Cap Fund
U.S.
Total Stock Fund |
|
|
February 29,
2024 |
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|
$51.4 billion |
J.P.
Morgan Investment Management Inc. |
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|
Large
Cap Fund
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
|
|
December 31,
2023 |
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|
$2.95 trillion
(discretionary) |
Loomis,
Sayles & Company, L.P. |
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Large
Cap Fund
U.S.
Total Stock Fund |
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|
December 31,
2023 |
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$335 billion
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10 |
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Sub-Adviser*
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Fund(s)
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As
of Date of
Assets
under
Management
|
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Assets
Under
Management
|
LSV
Asset Management |
|
|
Large
Cap Fund
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
|
|
February 29,
2024 |
|
|
$97 billion
(discretionary) |
Neuberger
Berman Investment Advisers LLC |
|
|
Large
Cap Fund
U.S.
Total Stock Fund |
|
|
December 31,
2023 |
|
|
$463 billion**** |
Pacific
Investment Management Company LLC |
|
|
Large
Cap Fund
U.S.
Total Stock Fund |
|
|
March
31, 2024 |
|
|
$1.89
trillion |
PineBridge
Investments LLC |
|
|
Large
Cap Fund
U.S.
Total Stock Fund |
|
|
February 29,
2024 |
|
|
$165.4 billion |
Portolan
Capital Management, LLC |
|
|
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
|
|
February 29,
2024 |
|
|
$1.4 billion |
Principal
Global Investors, LLC |
|
|
Large
Cap Fund
U.S.
Total Stock Fund |
|
|
December 31,
2023 |
|
|
$540.44 billion |
River
Road Asset Management, LLC |
|
|
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
|
|
February 29,
2024 |
|
|
$7.7 billion |
T.
Rowe Price Associates, Inc. |
|
|
Large
Cap Fund
U.S.
Total Stock Fund |
|
|
December 31,
2023 |
|
|
$1.44 trillion |
Wellington
Management Company LLP |
|
|
Large
Cap Fund
U.S.
Total Stock Fund |
|
|
February 29,
2024 |
|
|
$1.225 trillion |
William
Blair Investment Management, LLC |
|
|
Small-Mid
Cap Fund
U.S.
Total Stock Fund |
|
|
January 31,
2024 |
|
|
$66.87 billion |
|
|
|
|
|
|
|
|
|
|
* |
Not all
sub-advisers are allocated assets to manage under each sub-advisory agreement. |
** |
Effective
May 10, 2024, Aristotle and ClariVest will no longer serve as sub-advisers for Large Cap Fund. |
*** |
Includes
commercial real estate assets and commercial mortgage loans that ArrowMark or its affiliates has originated and/or currently manages. |
**** |
Includes assets managed by
Neuberger Berman organization entities. |
|
11 |
|
|
|
|
|
Name
of Fund |
|
|
Maximum
Management
Fee
Rate |
Large
Cap Fund |
|
|
0.65% |
Small-Mid
Cap Fund |
|
|
1.10% |
U.S.
Total Stock Fund |
|
|
0.65% |
|
|
|
|
|
12 |
|
|
|
|
|
Shareholder
fees (fees paid directly from your investment) |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large
Cap
Fund |
|
|
Small-Mid
Cap
Fund |
|
|
U.S.
Total Stock
Fund
Pro
Forma
Combined(a) |
Management
fee (fluctuates based on the fund’s allocation among underlying funds and sub-advisers)(b) |
|
|
0.43%(c) |
|
|
0.55%(c) |
|
|
0.44% |
Distribution
and/or Service (12b-1) fees |
|
|
None |
|
|
None |
|
|
None |
Other
expenses |
|
|
0.01% |
|
|
0.01% |
|
|
0.01% |
Acquired
fund fees and expenses |
|
|
0.05% |
|
|
0.09% |
|
|
0.04% |
Total
annual operating expenses |
|
|
0.49% |
|
|
0.65% |
|
|
0.49% |
Fee
waiver and/or expense reimbursement(b) |
|
|
0.25% |
|
|
0.25% |
|
|
0.25% |
Total
annual operating expenses after fee waiver and/or expense reimbursement |
|
|
0.24% |
|
|
0.40% |
|
|
0.24% |
|
|
|
|
|
|
|
|
|
|
(a) |
The
expenses for U.S. Total Stock Fund Pro Forma Combined are based on expenses estimated for the fund’s first fiscal year and are included
in the registration statement for U.S. Total Stock Fund. |
|
13 |
|
(b) |
Strategic
Advisers has contractually agreed that the funds’ maximum aggregate annual management fee will not exceed 0.65%, 1.10%, and 0.65%
for Large Cap, Small-Mid Cap, and U.S. Total Stock Fund, respectively, of their average daily net assets. In addition, Strategic Advisers
has contractually agreed to waive a portion of the funds’ management fee in an amount equal to 0.25% of each fund’s average
daily net assets. This arrangement will remain in effect through September 30, 2026 (for Large Cap Fund and Small-Mid Cap Fund) and
through September 30, 2027 (for U.S. Total Stock Fund), and neither Strategic Advisers nor any of its affiliates retain the ability
to be repaid with respect to this arrangement. Strategic Advisers may not terminate this arrangement without the approval of the Board
of Trustees. |
(c) |
Based
on historical expenses, adjusted to reflect current fees. |
|
|
|
|
|
|
|
|
|
|
Combined
Weighted
Average
Expense |
|
|
U.S.
Total
Stock
Fund
Pro
Forma
Combined(a) |
Management
fee (fluctuates based on the fund’s allocation among underlying funds and sub-advisers)(b) |
|
|
0.45%(c) |
|
|
0.44%
|
Other
expenses |
|
|
None |
|
|
0.01% |
Acquired
fund fees and expenses |
|
|
0.05%
|
|
|
0.04%
|
Total
annual operating expenses |
|
|
0.50% |
|
|
0.49% |
Fee
waiver and/or expense reimbursement(b) |
|
|
0.25%
|
|
|
0.25%
|
Total
annual operating expenses after fee waiver and/or expense reimbursement |
|
|
0.25% |
|
|
0.24% |
|
|
|
|
|
|
|
(a) |
The
expenses for U.S. Total Stock Fund Pro Forma Combined are based on expenses estimated for the fund’s first fiscal year and are included
in the registration statement for U.S. Total Stock Fund. |
(b) |
Strategic
Advisers has contractually agreed that the U.S. Total Stock Fund’s maximum aggregate annual management fee will not exceed 0.65%
of the fund’s average daily net assets. In addition, Strategic Advisers has contractually agreed to waive a portion of the U.S.
Total Stock Fund’s management fee in an amount equal to 0.25% of the fund’s average daily net assets. This arrangement will
remain in effect through September 30, 2027, and neither Strategic Advisers nor any of its affiliates retain the ability to be repaid
with respect to this arrangement. Strategic Advisers may not terminate this arrangement without the approval of the Board of Trustees.
|
(c) |
Based
on historical expenses, adjusted to reflect current fees. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large
Cap
Fund |
|
|
Small-Mid
Cap
Fund |
|
|
Combined
Weighted
Average
Expense |
|
|
U.S.
Total
Stock
Fund
Pro
Forma
Combined(a) |
1 year |
|
|
$25 |
|
|
$41 |
|
|
$26 |
|
|
$25 |
3 years |
|
|
$82 |
|
|
$133 |
|
|
$80 |
|
|
$77 |
5 years |
|
|
$200 |
|
|
$288 |
|
|
$176 |
|
|
$171 |
10 years |
|
|
$544 |
|
|
$740 |
|
|
$528 |
|
|
$516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
The
expenses for U.S. Total Stock Fund Pro Forma Combined are based on expenses calculated for and included in the registration statement
for U.S. Total Stock Fund. |
|
14 |
|
|
15 |
|
|
16 |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
For
the periods ended
December
31, 2023 |
|
|
Past
1
year |
|
|
Past
5
years |
|
|
Past
10
years |
Strategic
Advisers® Large Cap Fund(a) |
|
|
|
|
|
|
|||
Return
Before Taxes |
|
|
26.82% |
|
|
16.08% |
|
|
11.71% |
Return
After Taxes on Distributions |
|
|
25.48% |
|
|
14.38% |
|
|
9.98% |
Return
After Taxes on Distributions and Sale of Fund Shares |
|
|
16.76% |
|
|
12.66% |
|
|
9.11% |
S&P
500® Index (reflects no deduction for fees, expenses, or taxes) |
|
|
26.29% |
|
|
15.69% |
|
|
12.03% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the periods ended
December
31, 2023 |
|
|
Past
1
year |
|
|
Past
5
years |
|
|
Past
10
years |
Strategic
Advisers® Small-Mid Cap Fund |
|
|
|
|
|
|
|||
Return
Before Taxes |
|
|
17.93% |
|
|
11.98% |
|
|
7.84% |
Return
After Taxes on Distributions |
|
|
17.35% |
|
|
10.18% |
|
|
6.01% |
Return
After Taxes on Distributions and Sale of Fund Shares |
|
|
10.93% |
|
|
9.29% |
|
|
5.87% |
Russell
2500TM Index (reflects no deduction for fees, expenses, or taxes) |
|
|
17.42% |
|
|
11.67% |
|
|
8.36% |
|
|
|
|
|
|
|
|
|
|
(a) |
For
Strategic Advisers Large Cap Fund, the table reflects average annual returns of the Predecessor Fund for all period prior to the 2020
Reorganization. |
|
18 |
|
|
19 |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
Name |
|
|
Fiscal Year End
|
|
|
Net Assets
|
|
|
Capital
Loss
Carryforwards
|
|
|
Net
Realized
Gains/
(Losses)
|
|
|
Net
Unrealized
Gains/
(Losses)
|
Large
Cap Fund |
|
|
May
31 |
|
|
$
55,564.4 |
|
|
$ 0 |
|
|
$423.0(a) |
|
|
$26,843.5
|
Small-Mid
Cap Fund |
|
|
Feb
28 |
|
|
$9,196.8 |
|
|
$0 |
|
|
$(49.1)
|
|
|
$1,586.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Large
Cap Fund had net realized gains as of December 31, 2023 but those gains, if not offset by realized losses prior to the fiscal year
ending May 31, 2024, will normally be distributed in July regardless of whether the Reorganization takes place.
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets |
|
|
Net
Asset Value
Per
Share |
|
|
Shares
Outstanding
|
Large
Cap Fundc |
|
|
$53,116,174,327 |
|
|
$ 11.42 |
|
|
4,651,593,711 |
U.S.
Total Stock Fundd |
|
|
N/A |
|
|
N/A |
|
|
N/A |
U.S.
Total Stock Fund Pro Forma Combined Fund |
|
|
$61,400,068,574 |
|
|
$10.00b
|
|
|
6,140,006,857a |
|
|
|
|
|
|
|
|
|
|
a |
Per
Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger. |
b |
U.S.
Total Stock Fund expected to launch at $10.00 net asset value per share. |
c |
Large
Cap Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $86,861.
|
d |
U.S.
Total Stock Fund is a new fund and has not yet commenced operations. |
|
22 |
|
|
23 |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
Name |
|
|
Fiscal Year End |
|
|
Net Assets
|
|
|
Capital
Loss
Carryforwards
|
|
|
Net
Realized
Gains/
(Losses)
|
|
|
Net
Unrealized
Gains/
(Losses)
|
Large
Cap Fund |
|
|
May
31 |
|
|
$
55,564.4 |
|
|
$ 0 |
|
|
$423.0(a) |
|
|
$26,843.5
|
Small-Mid
Cap Fund |
|
|
Feb
28 |
|
|
$9,196.8 |
|
|
$0 |
|
|
$(49.1)
|
|
|
$1,586.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a) |
Large
Cap Fund had net realized gains as of December 31, 2023 but those gains, if not offset by realized losses prior to the fiscal year
ending May 31, 2024, will normally be distributed in July regardless of whether the Reorganization takes place.
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets |
|
|
Net
Asset Value
Per
Share |
|
|
Shares
Outstanding
|
Small-Mid
Cap Fundc |
|
|
$8,283,894,247 |
|
|
$ 13.81 |
|
|
599,769,228 |
U.S.
Total Stock Fundd |
|
|
N/A |
|
|
N/A |
|
|
N/A |
U.S.
Total Stock Fund Pro Forma Combined Fund |
|
|
$61,400,068,574 |
|
|
$10.00b
|
|
|
6,140,006,857a |
|
|
|
|
|
|
|
|
|
|
a |
Per
Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger. |
b |
U.S.
Total Stock Fund expected to launch at $10.00 net asset value per share. |
c |
Small-Mid
Cap Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $52,239.
|
d |
U.S.
Total Stock Fund is a new fund and has not yet commenced operations. |
|
26 |
|
|
27 |
|
|
|
|
|
|
|
|
Fund
Name |
|
|
Estimated
aggregate cost
for
Broadridge
to
call and
solicit
votes |
|
|
Estimated
aggregate cost
for
Broadridge
to
receive votes
over the
phone |
Large
Cap Fund |
|
|
$ 1,300 |
|
|
$ 325 |
Small-Mid
Cap Fund |
|
|
$1,300 |
|
|
$325 |
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
Number of Shares |
Large
Cap Fund |
|
|
4,801,617,116 |
Small-Mid
Cap Fund |
|
|
622,406,132 |
|
|
|
|
|
29 |
|
|
30 |
|
|
31 |
|
|
32 |
|
|
33 |
|
|
34 |
|
|
35 |
|
10. |
CONDITIONS
TO OBLIGATIONS OF THE ACQUIRING FUND AND EACH ACQUIRED FUND. |
|
36 |
|
12. |
TERMINATION;
WAIVER. |
13. |
SOLE AGREEMENT;
AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES. |
14. |
DECLARATIONS
OF TRUST. |
|
37 |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Assets |
|
|
Net
Asset Value
Per
Share |
|
|
Shares
Outstanding
|
Large
Cap Fundc |
|
|
$53,116,174,327 |
|
|
$ 11.42 |
|
|
4,651,593,711 |
Small-Mid
Cap Fundd |
|
|
$8,283,894,247 |
|
|
$13.81 |
|
|
599,769,228 |
U.S.
Total Stock Funde |
|
|
N/A |
|
|
N/A |
|
|
N/A |
U.S.
Total Stock Fund Pro Forma Combined Fund |
|
|
$61,400,068,574 |
|
|
$10.00b |
|
|
6,140,006,857a |
|
|
|
|
|
|
|
|
|
|
a |
Per
Regulation S-X Section 210.11 - 02 (a)(7) shares have been adjusted to reflect what will be issued post-merger. |
b |
U.S.
Total Stock Fund expected to launch at $10.00 net asset value per share. |
c |
Large
Cap Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $86,861.
|
d |
Small-Mid
Cap Fund’s estimated one time proxy costs related to the proposals in this proxy statement is $52,239.
|
e |
U.S.
Total Stock Fund is a new fund and has not yet commenced operations. |
|
39 |
|
|
|
|
|
1.9912044.100 |
|
|
RSM24-PXS-0524 |
|
|
|
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
Strategic Advisers® U.S. Total Stock Fund |
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
(fees paid directly from your investment)
|
None
|
Management fee (fluctuates based on the fund's allocation among underlying funds and sub-advisers)
|
0.44% A, B
|
Distribution and/or Service (12b-1) fees
|
None
|
Other expenses
|
0.01% A
|
Acquired fund fees and expenses
|
0.04% A
|
Total annual operating expenses
|
0.49%
|
Fee waiver and/or expense reimbursement
|
0.25% B
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.24%
|
1 year
|
$
|
25
|
3 years
|
$
|
77
|
Fund Name
|
Dividends Paid
|
|
Strategic Advisers® U.S. Total Stock Fund
|
July, December
|
Fund Name
|
Capital Gains Paid
|
|
Strategic Advisers® U.S. Total Stock Fund
|
July, December
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The Statement of Additional Information (SAI), the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-21991
|
1.9911780.100
|
STS-PRO-0524
|
1. |
2. |
3. |
4. |
5. |
6. |
7. |
8. |
9. |
PART C. | OTHER INFORMATION |
Item 15. | Indemnification |
Pursuant to Del. Code Ann. title 12 § 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, “disabling conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company LLC (“FIIOC”) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOC’s performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to by FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOC’s acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOC’s acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOC’s acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 16. | Exhibits |
(1) | Trust Instrument, dated March 8, 2006, is incorporated herein by reference to Exhibit (a) of the Initial Registration Statement on N-1A. |
Item 17. | Undertakings |
(1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of the prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. | |
(2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each Post-Effective Amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them. | |
(3) | The undersigned Registrant undertakes to file a post-effective amendment to this registration statement prior to the closing of the Reorganization described in this Registration Statement that contains an opinion of counsel supporting the tax matters discussed in this Registration Statement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 10th day of May 2024.
Fidelity Rutland Square Trust
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By | /s/ Heather Bonner | |
Heather Bonner |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Signature) | (Title) | (Date) | |
/s/ Heather Bonner | President and Treasurer | May 10, 2024 | |
Heather Bonner | (Principal Executive Officer) | ||
/s/ John J. Burke III | Chief Financial Officer | May 10, 2024 | |
John J. Burke III | (Principal Financial Officer) | ||
/s/ Mary C. Farrell | * | Trustee | May 10, 2024 |
Mary C. Farrell | |||
/s/ Karen Kaplan | * | Trustee | May 10, 2024 |
Karen Kaplan | |||
/s/ Christine Marcks | * | Trustee | May 10, 2024 |
Christine Marcks | |||
/s/ Charles S. Morrison | * | Trustee | May 10, 2024 |
Charles S. Morrison | |||
/s/ Nancy Prior | * | Trustee | May 10, 2024 |
Nancy Prior | |||
/s/ Harold Singleton III | * | Trustee | May 10, 2024 |
Harold Singleton III | |||
/s/ Heidi L. Steiger | * | Trustee | May 10, 2024 |
Heidi L. Steiger | |||
* | By: | /s/ Megan C. Johnson | |
Megan C. Johnson, pursuant to a power of attorney dated March 8, 2024 and filed herewith. | |||