FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21439
EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Rutland Square Trust
Fund Name: PAS Small Cap Fund of Funds
82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SCOTT C.GOEBEL, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(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: 06/30/2008
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE UNTO DULY AUTHORIZED.
Fidelity Rutland Square Trust
BY: /s/ MARK OSTERHELD*
MARK OSTERHELD, PRESIDENT AND TREASURER
DATE: 08/11/2008 02:37:41 PM
*BY: /s/ CLAIRE S. WALPOLE
CLAIRE S. WALPOLE, VICE PRESIDENT, FIDELITY MANAGEMENT & RESEARCH COMPANY, PURSUANT TO A POWER OF ATTORNEY DATED JULY 6, 2007 AND FILED HEREWITH.
VOTE SUMMARY REPORT
PAS Small Cap Fund of Funds
07/01/2007- 06/30/2008
Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.
| ISSUER NAME: AIM TRIMARK SMALL COMPANIES FUND MEETING DATE: 04/23/2008 | ||||
| TICKER: ATIAX SECURITY ID: 00141T254 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT BOB R. BAKER AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT FRANK S. BAYLEY AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT JAMES T. BUNCH AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT BRUCE L. CROCKETT AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT ALBERT R. DOWDEN AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JACK M. FIELDS AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT MARTIN L. FLANAGAN AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT CARL FRISCHLING AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT PREMA MATHAI-DAVIS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT LEWIS F. PENNOCK AS A DIRECTOR | Management | For | Proportional |
| 1. 11 | ELECT LARRY SOLL, PH.D. AS A DIRECTOR | Management | For | Proportional |
| 1. 12 | ELECT RAYMOND STICKEL, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 13 | ELECT PHILIP A. TAYLOR AS A DIRECTOR | Management | For | Proportional |
| 2 | TO APPROVE A NEW SUB-ADVISORY AGREEMENT FOR THE FUND AND EACH OTHER SERIES PORTFOLIO OF THE TRUST BETWEEN AIM ADVISORS, INC. AND EACH OF AIM FUNDS MANAGEMENT INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | Management | For | Proportional |
| 3 | TO APPROVE AN AMENDMENT TO THE TRUST S AGREEMENT AND DECLARATION OF TRUST THAT WOULD PERMIT THE BOARD OF TRUSTEES OF THE TRUST TO TERMINATE THE TRUST, THE FUND AND EACH OTHER SERIES PORTFOLIO OF THE TRUST, OR A SHARE CLASS WITHOUT A SHAREHOLDER VOTE. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY ADVISOR REAL ESTATE FUND MEETING DATE: 04/16/2008 | ||||
| TICKER: FHEIX SECURITY ID: 315918292 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| 2 | TO AMEND THE DECLARATION OF TRUST OF EACH OF FIDELITY ADVISOR SERIES I, FIDELITY ADVISOR SERIES VII, FIDELITY ADVISOR SERIES VIII, FIDELITY COMMONWEALTH TRUST, AND FIDELITY DESTINY PORTFOLIOS TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY INTERNATIONAL SMALL CAP OPPORTUNITIES MEETING DATE: 12/13/2007 | ||||
| TICKER: FSCOX SECURITY ID: 315910562 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR SHAREHOLDER MEETINGS. | Management | For | Proportional |
| 2. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 2. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 2. 3 | ELECT ALBERT R. GAMPER, JR. AS A DIRECTOR | Management | For | Proportional |
| 2. 4 | ELECT GEORGE H. HEILMEIER AS A DIRECTOR | Management | For | Proportional |
| 2. 5 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 2. 6 | ELECT JAMES H. KEYES AS A DIRECTOR | Management | For | Proportional |
| 2. 7 | ELECT MARIE L. KNOWLES AS A DIRECTOR | Management | For | Proportional |
| 2. 8 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 2. 9 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 2. 10 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 2. 11 | ELECT KENNETH L. WOLFE AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: FIDELITY INTERNATIONAL SMALL CAP OPPS MEETING DATE: 04/16/2008 | ||||
| TICKER: FSCOX SECURITY ID: 315910562 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT JAMES C. CURVEY AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT DENNIS J. DIRKS AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ALAN J. LACY AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT JOSEPH MAURIELLO AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT CORNELIA M. SMALL AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT DAVID M. THOMAS AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT MICHAEL E. WILEY AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: ING EQUITY TRUST MEETING DATE: 12/31/2007 | ||||
| TICKER: NSPAX SECURITY ID: 44978A145 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT COLLEEN D. BALDWIN AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT JOHN V. BOYER AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT PATRICIA W. CHADWICK AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT ROBERT W. CRISPIN AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT PETER S. DROTCH AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT J. MICHAEL EARLEY AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT PATRICK W. KENNY AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT SHAUN P. MATHEWS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT SHERYL K. PRESSLER AS A DIRECTOR | Management | For | Proportional |
| 1. 10 | ELECT DAVID W.C. PUTNAM AS A DIRECTOR | Management | For | Proportional |
| 1. 11 | ELECT ROGER B. VINCENT AS A DIRECTOR | Management | For | Proportional |
| 2 | TO APPROVE A MANAGER-OF-MANAGERS ARRANGEMENT FOR CERTAIN FUNDS TO PERMIT THE FUNDS INVESTMENT ADVISER, SUBJECT TO PRIOR APPROVAL BY THE BOARD, TO ENTER INTO AND MATERIALLY AMEND AGREEMENTS WITH UNAFFILIATED SUB-ADVISERS WITHOUT OBTAINING THE APPROVAL OF THE FUNDS SHAREHOLDERS. | Management | For | Proportional |
| 3 | TO AMEND ING EQUITY TRUST S DECLARATION OF TRUST TO PERMIT CERTAIN FUND REORGANIZATIONS WITHOUT OBTAINING SHAREHOLDER APPROVAL BUT SUBJECT TO APPROVAL BY THE BOARD. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: ING SMALL COMPANY FUND MEETING DATE: 12/17/2007 | ||||
| TICKER: AESAX SECURITY ID: 44981M284 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT ALBERT E. DEPRINCE, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT MARIA T. FIGHETTI AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT SIDNEY KOCH AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT CORINE T. NORGAARD AS A DIRECTOR | Management | For | Proportional |
| 1. 5 | ELECT JOSEPH E. OBERMEYER AS A DIRECTOR | Management | For | Proportional |
| 1. 6 | ELECT EDWARD T. O'DELL AS A DIRECTOR | Management | For | Proportional |
| 1. 7 | ELECT RUSSELL JONES AS A DIRECTOR | Management | For | Proportional |
| 1. 8 | ELECT SHAUN MATHEWS AS A DIRECTOR | Management | For | Proportional |
| 1. 9 | ELECT FREDRIC A. NELSON III AS A DIRECTOR | Management | For | Proportional |
| 2 | TO RATIFY THE SELECTION OF KPMG LLP AS THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FUNDS FOR THE FISCAL YEAR BEGINNING JANUARY 1, 2007. | Management | For | Proportional |
| 3 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON CONCENTRATION. | Management | For | Proportional |
| 4 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON DIVERSIFICATION. | Management | For | Proportional |
| 5 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON BORROWING. | Management | For | Proportional |
| 6 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON LENDING. | Management | For | Proportional |
| 7 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON UNDERWRITING. | Management | For | Proportional |
| 8 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON REAL ESTATE. | Management | For | Proportional |
| 9 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON SENIOR SECURITIES. | Management | For | Proportional |
| 10 | TO MODIFY THE FUNDAMENTAL INVESTMENT RESTRICTION ON COMMODITIES. | Management | For | Proportional |
| 11 | TO RECLASSIFY THE INVESTMENT OBJECTIVE OF EACH FUND AS NON-FUNDAMENTAL. | Management | For | Proportional |
| 12 | PROPOSAL TO IMPLEMENT A MANAGER-OF-MANAGERS ARRANGEMENT WHICH WILL PERMIT ING INVESTMENTS, LLC, IN ITS CAPACITY, SUBJECT TO PRIOR APPROVAL BY THE BOARD, TO ENTER INTO AND MATERIALLY AMEND AGREEMENTS WITH UNAFFILIATED SUB-ADVISERS WITHOUT OBTAINING THE APPROVAL OF THE FUND S SHAREHOLDERS. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: OLD MUTUAL GROWTH FUND MEETING DATE: 10/29/2007 | ||||
| TICKER: OBEHX SECURITY ID: 68002Q479 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO APPROVE AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN THE TRUST, THE FUND S ADVISOR, OLD MUTUAL CAPITAL, AND A PROPOSED ADDITIONAL SUB-ADVISOR, ASHFIELD CAPITAL PARTNERS, LLC. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: RS EMERGING GROWTH FUND MEETING DATE: 11/20/2007 | ||||
| TICKER: RSEGX SECURITY ID: 74972H101 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT K.R. FITZSIMMONS, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT C.C. MELVIN, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT GLORIA S. NELUND AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT TERRY R. OTTON AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: RS PARTNERS FUND MEETING DATE: 11/20/2007 | ||||
| TICKER: RSPFX SECURITY ID: 74972H408 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT K.R. FITZSIMMONS, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT C.C. MELVIN, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT GLORIA S. NELUND AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT TERRY R. OTTON AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: RS SMALLER COMPANY GROWTH FUND MEETING DATE: 11/20/2007 | ||||
| TICKER: RSSGX SECURITY ID: 74972H887 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT K.R. FITZSIMMONS, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT C.C. MELVIN, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT GLORIA S. NELUND AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT TERRY R. OTTON AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: THE INFORMATION AGE FUND MEETING DATE: 11/20/2007 | ||||
| TICKER: RSIFX SECURITY ID: 74972H606 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1. 1 | ELECT K.R. FITZSIMMONS, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 2 | ELECT C.C. MELVIN, JR. AS A DIRECTOR | Management | For | Proportional |
| 1. 3 | ELECT GLORIA S. NELUND AS A DIRECTOR | Management | For | Proportional |
| 1. 4 | ELECT TERRY R. OTTON AS A DIRECTOR | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
| ISSUER NAME: THE ROYCE FUND MEETING DATE: 11/05/2007 | ||||
| TICKER: RYVPX SECURITY ID: 780905741 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO APPROVE THE ELIMINATION OF THE FUNDAMENTAL INVESTMENT RESTRICTION THAT LIMITS INVESTMENT IN THE SECURITIES OF FOREIGN ISSUERS. | Management | For | Proportional |
| Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions. | ||||
POWER OF ATTORNEY
I, the undersigned Treasurer of the following investment companies:
Fidelity Rutland Square Trust Fidelity Rutland Square Trust II Fidelity Commonwealth Trust II |
plus any other investment company for which Strategic Advisers, Inc. or an affiliate acts as investment adviser and for which the undersigned individual serves as President and Treasurer (collectively, the "Funds"), hereby constitute and appoint Nicholas Steck and Claire Walpole my true and lawful attorneys-in-fact, each of them singly, with full power of substitution, and with full power to sign for me and in my name in the appropriate capacities, all Reports of the Proxy Voting Records of the Funds on Form N-PX under the Investment Company Act of 1940, as amended (the "Act"), or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate to cause such Form to be completed and filed in accordance with the Act and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitute may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after August 1, 2007.
WITNESS my hand on this 6th of July 2007.
/s/ Mark Osterheld
Mark Osterheld
President and Treasurer
