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
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: 2/28
DATE OF REPORTING PERIOD: 07/01/2008 - 06/30/2009
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, TREASURER
DATE: 06/01/2009 02:33:36 PM
*BY: /s/ MARK LUNDVALL
MARK LUNDVALL, DIRECTOR, FIDELITY MANAGEMENT & RESEARCH COMPANY, PURSUANT TO A POWER OF ATTORNEY DATED JUNE 1, 2009 AND FILED HEREWITH.
VOTE SUMMARY REPORT
PAS CORE INCOME FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
| EATON VANCE MUNICIPAL TRUST MEETING DATE: NOV 14, 2008 | ||||
| TICKER: EVFLX &n bsp; SECURITY ID: 27826L330 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Trustee Benjamin C. Esty | Management | For | Proportional |
| 1.2 | Elect Trustee Thomas E. Faust, Jr. | Management | For | Proportional |
| 1.3 | Elect Trustee Allen R. Freedman | Management | For | Proportiona l |
| 1.4 | Elect Trustee William H. Park | Management | For | Proportional |
| 1.5 | Elect Trustee Ronald A. Pearlman | Management | For | Proportional |
| 1.6 | Elect Trustee Helen Frame Peters | Management | For | Proportional |
| 1.7 | Elect Trustee Heidi L. Steiger | Management | For | Proportional |
| 1.8 | Elect Trustee Lynn A. Stout | Management | For | Proportional |
| 1.9 | Elect Trustee Ralph F. Verni | Management | For | Proportional |
| METROPOLITAN WEST FUNDS MEETING DATE: MAY 28, 2009 | ||||
| TICKER: MWLDX SECURITY ID: 5929051 03 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Trustee Laird Landmann | Management | For | Proportional |
| 1.2 | Elect Trustee Peter McMillan | Management | For | Proportional |
| 1.3 | Elect Trustee Robert G. Rooney | Management | For | Proportional |
VOTE SUMMARY REPORT
PAS INCOME OPPORTUNITIES FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
| EATON VANCE MUTUAL FUNDS TRUST MEETING DATE: NOV 14, 2008 | ||||
| TICKER: ECGOX SECUR ITY ID: 277911533 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Trustee Benjamin C. Esty | Management | For | Proportional |
| 1.2 | Elect Trustee Thomas E. Faust, Jr. | Management | For | Proportional |
| 1.3 | Elect Trustee Allen R. Freedman | Management | For | Proportional |
| 1.4 | Elect Trustee William H. Park | Management | For | Proportional |
| 1.5 | Elect Trustee Ronald A. Pearlman | Management | For | Proportional |
| 1.6 | Elect Trustee Helen Frame Peters | Management | For | Proportional |
| 1.7 | Elect Trustee Heidi L. Steiger | Management | For | Proportional |
| 1.8 | Elect Trustee Lynn A. Stout | Management | For | Proportional |
| 1.9 | Elect Trustee Ralph F. Verni | Management | For | Proportional |
VOTE SUMMARY REPORT
PAS INTERNATIONAL FIDELITY FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period.
VOTE SUMMARY REPORT
PAS INTERNATIONAL FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
| CAUSEWAY CAPITAL MANAGEMENT TRUST MEETING DATE: OCT 10, 2008 | ||||
| TICKER: CIVVX SECURITY ID: 14949P109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Lawry J. Meister | Management | For | Proportional |
| 1.2 | Elect Director John R. Graham | Management | For | Proportional |
| 1.3 | Elect Director Mark D. Cone | Management | For | Proportional |
| NEUBERGER BERMAN EQUITY TRUST MEETING DATE: APR 20, 2009 | ||||
| TICKER: NBGTX SECURITY ID: 640917704 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | F or | Proportional |
| 2 | Approve Subadvisory Agreement | Management | For | Proportional |
| 3.1 | Elect Trustee Joseph V. Amato | Management | For | Proportional |
| 3.2 | Elect Trustee John Cannon | Management | For | Proportional |
| 3.3 | Elect Trustee Faith Colish | Management | For | Proportional |
| 3.4 | Elect Trustee Robert Conti | Management | For | Proportional |
| 3.5 | Elect Trustee Martha C. Goss | Management | For | Proportional |
| 3.6 | Elect Trustee C. Anne Harvey | Management | For | Proportional |
| 3.7 | Elect Trustee Robert A. Kavesh | Management | For | Proportional |
| 3.8 | Elect Trustee Michael M. Knetter | Management | For | Proportional |
| 3.9 | Elect Trustee Howard A. Mileaf | Management | For | Proportional |
| 3.10 | Elect Trustee George W. Morriss | Management | For | Proportional |
| 3.11 | Elect Trustee Edward I. O?Brien | Management | For | Proportional |
| 3.12 | Elect Trustee Jack L. Rivkin | Management | For | Proportional |
| 3.13 | Elect Trust ee Cornelius T. Ryan | Management | For | Proportional |
| 3.14 | Elect Trustee Tom D. Seip | Management | For | Proportional |
| 3.15 | Elect Trustee Candace L. Straight | Management | For | Proportional |
| 3.16 | Elect Trustee Peter P. Trapp | Management | For | Proportional |
VOTE SUMMARY REPORT
PAS SMALL CAP FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
| ADVISORS MEETING DATE: OCT 24, 2008 | ||||
| TICKER: SECURITY ID: 00764Q405 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| AMERICAN BEACON FUNDS MEETING DATE: SEP 9, 2008 | ||||
| TICKER: AADBX SECURITY ID: 0 2368A620 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 2 | Elect Trustee Alan D. Feld | Management | For | Proportional |
| 3 | Elect Trustee W. Humphrey Bogart | Management | For | Proportional |
| 4 | Elect Trustee Brenda A. Cline | Management | For | Proportional |
| 5 | Elect Trustee Richard A. Massman | Management | For | Proportional |
| 6 | Elect Trustee R. Gerald Turner | Management | For | Proportional |
| 7 | Elect Trustee Thomas M. Dunning | Management | For | Proportional |
| 8 | Elect Trustee Eugene J. Duffy | Management | For | Proportional |
| 9 | Elect Trustee Paul J. Zucconi | Management | For | Proportional |
| BUFFALO SMALL CAP FUND MEETING DATE: AUG 22, 2008 | ||||
| TICKER: SECURITY ID: 119804102 | ||||
| Pr oposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Reorganization of Funds | Management | For | Proportional |
| 2.1 | Elect Trustee Gene M. Betts | Management | For | Proportional |
| 2.2 | Elect Trustee Thomas S. Case | Management | For | Proportional |
| 2.3 | Elect Trustee J. Gary Gradinger | Management | For | Proportional |
| 2.4 | Elect Trustee Phillip J. Kennedy | Management | For | Proportional |
| 2.5 | Elect Trustee Joseph C. Neuberger | Management | For | Proportional |
| 2.6 | Elect Trustee Grant P. Sarris | Management | For | Proportional |
| 3 | Approve Change of Fundamental Investment Policy-Diversification | Management | For | Proportional |
| 4 | Approve Change of Fundamental Investment Policy-Investments in Real Estate | Management | For | Proportional |
| 5 | Approve Change of Fundamental Investment Policy-Underwriting | Management | For | Proportional |
| 6 | Approve Change of Fundamental Investment Policy-Making Loans | Management | For | Proportional |
| 7 | Approve Change of Fundamental Investment Policy-Margin Purchases and Short Selling | Management | For | Proportional |
| 8 | Approve Change of Fundamental Investment Policy-Borrowing and Senior Securities | Management | For | Proportional |
| 9 | Approve Change of Fundamental Investment Policy-Concentration | Management | For | Proportional |
| 10 | Approve Change of Fundamental Investment Policy-Physical Commodities and Derivatives | Management | For | Proportional |
| 11 | Approve Change of Fundamental Investment Objectives as Non-Fu ndamental | Management | For | Proportional |
| 12 | Approve Change of Fundamental Investment Policies and Strategies as Non-Fundamental | Management | For | Proportional |
| JOHN HANCOCK INVESTMENT TRUST II MEETING DATE: MAY 5, 2009 | ||||
| TICKER: FRBFX SECURITY ID: 409905106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Trustee James R. Boyle | Management | For | Proportional |
| 1.2 | Elect Trustee John G. Vrysen | Management | For | Proportional |
| 1.3 | Elect Trustee James F. Carlin | Management | For | Proportional |
| 1.4 | Elect Trustee William H. Cunningham | Management | For | Proportional |
| 1.5 | Elect Trustee Deborah Jackson | Management | For | Proportional |
| 1.6 | Elect Trusteer Charles L. Ladner | Management | For | Proportional |
| 1.7 | Elect Trustee Stanley Martin | Management | For | Proportional |
| 1.8 | Elect Trus tee Patti McGill Peterson | Management | For | Proportional |
| 1.9 | Elect Trustee John A. Moore | Management | For | Proportional |
| 1.10 | Elect Trustee Steven R. Pruchansky | Management | For | Proportional |
| 1.11 | Elect Trustee Gregory A. Russo | Management | For | Proportional |
| 2 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 3 | Approve Change of Fundamental Investment Policy-Revise Concentration | Management | For | Proportional |
| 4 | Approve Change of Fundamental Investment Policy-Revise Diversification | Management | For | Proportional |
| 5 | Approve Change of Fundamental Investment Policy-Revise Underwriting | Management | For | Proportional |
| 6 | Approve Change of Fundamental Investment Policy-Revise Real Estate | Management | For | Proportional |
| 7 | Approve Change of Fundamental Investment Policy-Revise Loans | Management | For | Proportional |
| 8 | Approve Change of Fundamental Investment Policy-Revise Senior Securities | Management | For | Proportional |
| 9 | Approve Elimination of Fundamental Investment Policy-Short Selling | Management | For | Proportional |
| 10 | Approve Elimination of Fundamental Investment Policy-Warrants | Manag ement | For | Proportional |
| 11 | Approve Distribution (12b-1 Fee) Plan | Management | For | Proportional |
| 12 | Approve Manager of Managers Structure | Management | For | Proportional |
| 13 | Amend Restated Declaration of Trust | Management | For | Proportional |
| NEUBERGER BERMAN EQUITY TRUST MEETING DATE: APR 20, 2009 | ||||
| TICKER: NBGTX SECURITY ID: 640917100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 2 | Approve Subadvisory Agreement | Management | For | Proportional |
| 3.1 | Elect Trustee Joseph V. Amato | Management | For | Proportional |
| 3.2 | Elect Trustee John Cannon | Management | For | Proportional |
| 3.3 | Elect Trustee Faith Colish | Management | For | Proportional |
| 3.4 | Elect Trustee Robert Conti | Management | F or | Proportional |
| 3.5 | Elect Trustee Martha C. Goss | Management | For | Proportional |
| 3.6 | Elect Trustee C. Anne Harvey | Management | For | Proportional |
| 3.7 | Elect Trustee Robert A. Kavesh | Management | For | Proportional |
| 3.8 | Elect Trustee Michael M. Knetter | Management | For | Proportional |
| 3.9 | Elect Trustee Howard A. Mileaf | Management | For | Proportional |
| 3.10 | Elect Trustee George W. Morriss | Management | For | Proportional |
| 3.11 | Elect Trustee Edward I. O?Brien | Management | For | Proportional |
| 3.12 | Elect Trustee Jack L. Rivkin | Management | For | Proportional |
| 3.13 | Elect Trustee Cornelius T. Ryan | Management | F or | Proportional |
| 3.14 | Elect Trustee Tom D. Seip | Management | For | Proportional |
| 3.15 | Elect Trustee Candace L. Straight | Management | For | Proportional |
| 3.16 | Elect Trustee Peter P. Trapp | Management | For | Proportional |
| WELLS FARGO FUNDS TRUST MEETING DATE: APR 17, 2009 | ||||
| TICKER: SCTIX SECURITY ID: 949915326 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Peter G. Gordon | Management | For | Proportional |
| 1.2 | Elect Director Isaiah Harris, Jr. | Management | For | Proportional |
| 1.3 | Elect Director Judith M. Johnson | Management | For | Proportional |
| 1.4 | Elect Director David F. Larcker | Management | For | Proportional |
| 1.5 | Elect Director Olivia S. Mitchell | Management | For | Proportional |
| 1.6 | Elect Director Timothy J. Penny | Management | For | Proportional |
| 1.7 | Elect Director Donald C. Willeke | Management | For | Proportional |
VOTE SUMMARY REPORT
PAS U.S. OPPORTUNITY FIDELITY FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period.
VOTE SUMMARY REPORT
PAS U.S. OPPORTUNITY FUND OF FUNDS
07/01/2008 - 06/30/2009
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.
| ADVISORS MEETING DATE: OCT 24, 2008 | ||||
| TICKER: SECURITY ID: 00764Q405 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| AMERICAN BEACON FUNDS MEETING DATE: SEP 9, 2008 | ||||
| TICKER: AADBX SECURITY ID: 02368A810 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 2 | Elect Trustee Alan D. Feld | Management | For | Proportional |
| 3 | Elect Trustee W. Humphrey Bogart | Management | For | Proportional |
| 4 | Elect Trustee Brenda A. Cline | Management | For | Proportional |
| 5 | Elect Trustee Richard A. Massman | Management | For | Proportional |
| 6 | Elect Trustee R. Gerald Turner | Management | For | Proportional |
| 7 | Elect Trustee Thomas M. Dunning | Management | For | Proportional |
| 8 | Elect Trustee Eugene J. Duffy | Management | For | Proportional |
| 9 | Elect Trustee Paul J. Zucconi | Management | For | Proportional |
| COVENTRY GROUP FUNDS, THE MEETING DATE: DEC 11, 2008 | ||||
| TICKER: SECURITY ID: 222861551 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger of Funds | Management | For | Proportional |
| EATON VANCE FUNDS MEETING DATE: NOV 14, 2008 | ||||
| TICKER: ECSEX SECURITY ID: 277905808 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Benjamin C. Esty | Management | For | Proportional |
| 1.2 | Elect Director Thomas E. Faust Jr. | Management | For | Proportional |
| 1.3 | Elect Director Allen R. Freedman | Management | F or | Proportional |
| 1.4 | Elect Director William H. Park | Management | For | Proportional |
| 1.5 | Elect Director Ronald A. Pearlman | Management | For | Proportional |
| 1.6 | Elect Director Helen Frame Peters | Management | For | Proportional |
| 1.7 | Elect Director Heidi L. Steiger | Management | For | Proportional |
| 1.8 | Elect Director Lynn A. Stout | Management | For | Proportional |
| 1.9 | Elect Director Ralph F. Verni | Management | For | Proportional |
| EVERGREEN EQUITY TRUST MEETING DATE: FEB 12, 2009 | ||||
| TICKER: SECURITY ID: 30023D507 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| EVERGREEN FUNDS MEETING DATE: MAR 19, 2009 | ||||
| TICKER: EKGAX SECURITY ID: 30023C681 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| JOHN HANCOCK FUNDS MEETING DATE: MAY 5, 2009 | ||||
| TICKER: JCVBX SECURITY ID: 409902780 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Trustee James R. Boyle | Management | For | Proportional |
| 1.2 | Elect Trustee John G. Vrysen | Management | For | Proportional |
| 1.3 | Elect Trustee James F. Carlin | Management | For | Proportional |
| 1.4 | Elect Trustee William H. Cunningham | Management | For | Proportional |
| 1.5 | Elect Trustee Deborah Jackson | Management | For | Proportional |
| 1.6 | Elect Trustee Charles L. Ladner | Management | For | Proportional |
| 1.7 | Elect Trustee Stanley Martin | Management | For | Proportional |
| 1.8 | Elect Trustee Patti McGill Peterson | Management | For | Proportional |
| 1.9 | Elect Trustee John A. Moore | Management | For | Proportional |
| 1.10 | Elect Trustee Steven R. Pruchansky | Management | For | Proportional |
| 1.11 | Elect Trustee Gregory A. Russo | Management | For | Proportional |
| 2 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 3 | Approve Change of Fundamental Investment Policy -Concentration | Management | For | Proportional |
| 4 | Approve Change of Fundamental Investment Policy -Diversification | Management | For | Proportional |
| 5 | Approve Change of Fundamental Investment Policy -Underwriting | Management | For | Proportional |
| 6 | Approve Change of Fundamental Investment Policy -Real Estate | Management | For | Proportional |
| 7 | Approve Change of Fundamental Investment Policy -Loans | Management | For | Proportional |
| 8 | Approve Change of Fundamental Investment Policy -Senior Securities | Management | For | Proportional |
| 9 | Approve Distribution (12-b) Plan | M anagement | For | Proportional |
| 10 | Approve Manager of Managers Structure | Management | For | Proportional |
| 11 | Amend Restated Declaration of Trust | Management | For | Proportional |
| JOHN HANCOCK FUNDS MEETING DATE: MAY 5, 2009 | ||||
| TICKER: JCVIX SECURITY ID: 409902830 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Trustee James R. Boyle | Management | For | Proportional |
| 1.2 | Elect Trustee John G. Vrysen | Management | For | Proportional |
| 1.3 | Elect Trustee James F. Carlin | Management | For | Proportional |
| 1.4 | Elect Trustee William H. Cunningham | Management | For | Proportional |
| 1.5 | Elect Trustee Deborah Jackson | Management | For | Proportional |
| 1.6 | Elect Trustee Charles L. Ladner | Management | For | Proportional |
| 1.7 | Elect Trustee Stanley Martin | Management | For | Proportional |
| 1.8 | Elect Trustee Patti McGill Peterson | Management | For | Proportional |
| 1.9 | Elect Trustee John A. Moore | Management | For | Proportional |
| 1.10 | Elect Trustee Steven R. Pruchansky | Management | For | Proportional |
| 1.11 | Elect Trustee Gregory A. Russo | Management | For | Proportional |
| 2 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 3 | Approve Change of Fundamental Investment Policy - Concentration | Management | For | Proportional |
| 4 | Approve Change of Fundamental Investment Policy - Diversification | Management | For | Proportional |
| 5 | Approve Change of Fundamental Investment Policy - Underwriting | Management | For | Proportional |
| 6 | Approve Change of Fundamental Investment Policy - Real Estate | Management | For | Proportional |
| 7 | Approve Change of Fundamental Investment Policy - Loans | Management | For | Proportional |
| 8 | Approve Change of Fundamental Investment Policy - Senior Securities | Management | For | Proportional |
| 9 | Approve a Manager of Managers Structure | Management | For | Proportional |
| 10 | Amend Restated Declaration of Trust | Management | For | Proportional |
| NEUBERGER BERMAN EQUITY TRUST MEETING DATE: APR 20, 2009 | ||||
| TICKER: NBGTX SECURITY ID: 640917308 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Investment Advisory Agreement | Management | For | Proportional |
| 2 | Approve Subadvisory Agreement | Management | For | Proportional |
| 3.1 | Elect Trustee Joseph V. Amato | Management | For | Proportional |
| 3.2 | Elect Trustee John Cannon | Management | For | Proportional |
| 3.3 | Elect Trustee Faith Colish | Management | For | Proportional |
| 3.4 | Elect Trustee Robert Conti | Management | For | Proportional |
| 3.5 | Elect Trustee Martha C. Goss | Management | For | Proportional |
| 3.6 | Elect Trustee C. Anne Harvey | Management | For | Proportional |
| 3.7 | Elect Trustee Robert A. Kavesh | Management | For | Proportional |
| 3.8 | Elect Trustee Michael M. Knetter | Management | For | Proportional |
| 3.9 | Elect Trustee Howard A. Mileaf | Management | For | Proportional |
| 3.10 | Elect Trustee George W. Morriss | Management | For | Proportional |
| 3.11 | Elect Trustee Edward I. O?Brien | Management | For | Proportional |
| 3.12 | Elect Trustee Jack L. Rivkin | Management | For | Proportional |
| 3.13 | Elect Trustee Cornelius T. Ryan | Management | For | Proportional |
| 3.14 | Elect Trustee Tom D. Seip | Management | For | Proportional |
| 3.15 | Elect Trustee Candace L. Straight | Management | For | Proportional |
| 3.16 | Elect Trustee Peter P. Trapp | Management | For | Proportional |
| WELLS FARGO FUNDS TRUST MEETING DATE: APR 17, 2009 | ||||
| TICKER: SECURITY ID: 94975J490 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Peter G. Gordon | Management | For | Proportional |
| 1.2 | Elect Director Isaiah Harris, Jr. | Management | For | Proportional |
| 1.3 | Elect Director Judith M. Johnson | Management | For | Proportional |
| 1.4 | Elect Director David F. Larcker | Management | For | Proportional |
| 1.5 | Elec t Director Olivia S. Mitchell | Management | For | Proportional |
| 1.6 | Elect Director Timothy J. Penny | Management | For | Proportional |
| 1.7 | Elect Director Donald C. Willeke | Management | For | Proportional |
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
in addition to any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as Treasurer (collectively, the \"Funds\"), hereby constitute and appoint Mark Lundvall and Jay Burke my true and lawful attorney-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 capacity, 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 attorney-in-fact deems 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 attorney-in-fact or his substitute may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 1, 2009.
WITNESS my hand on this 1st day of June 2009.
/s/ Mark Osterheld
Mark Osterheld
Treasurer
