UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-21990


Fidelity Commonwealth Trust II

 (Exact name of registrant as specified in charter)


245 Summer St., Boston, Massachusetts 02210

 (Address of principal executive offices)       (Zip code)


Cynthia Lo Bessette, Secretary

245 Summer St.

Boston, Massachusetts  02210

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

February 28



Date of reporting period:

February 28, 2021




Item 1.

Reports to Stockholders




Fidelity® Small Cap Enhanced Index Fund



Annual Report

February 28, 2021

FIDELITY INVESTMENTS



FIDELITY INVESTMENTS

Contents

Note to Shareholders

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts

Liquidity Risk Management Program

Proxy Voting Results


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2021 FMR LLC. All rights reserved.



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

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Note to Shareholders:

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

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

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

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

Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended February 28, 2021  Past 1 year  Past 5 years  Past 10 years 
Fidelity® Small Cap Enhanced Index Fund  53.78%  14.87%  11.63% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Enhanced Index Fund on February 28, 2011.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.


Period Ending Values

$30,060 Fidelity® Small Cap Enhanced Index Fund

$30,669 Russell 2000® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500® index gained 31.29% for the 12 months ending February 28, 2021, a volatile but productive period for U.S. risk assets. The early-2020 outbreak and spread of COVID-19 resulted in stocks suffering one of the quickest declines on record, through March 23, followed by a historic rebound that included the index closing 2020 at an all-time high and gaining modest ground in the first two months of the new year. The crisis and containment efforts caused broad contraction in economic activity, along with extreme uncertainty and dislocation in financial markets. A rapid and expansive U.S. monetary/fiscal-policy response partially offset the economic disruption and fueled the market surge, as did resilient corporate earnings. The rally slowed in September, when stocks began a two-month retreat amid Congress’s inability to reach a deal on additional fiscal stimulus, as well as concerns about election uncertainty, indications the U.S. economic recovery could be slowing and a new wave of COVID-19 cases. A shift in momentum began in October and accelerated following the U.S. elections, with the approval of three breakthrough COVID-19 vaccines and prospects for additional government stimulus fueling the “reflation trade” through February 28. By sector for the full 12 months, information technology (+50%) and consumer discretionary (+43%) led all gainers. Materials (+42%) and communication services (+37%) also stood out. In contrast, the defensive utilities (-3%) and real estate sectors (+5%) notably lagged.

Comments from Geode Capital Management:  For the fiscal year ending February 28, 2021, the fund gained 53.78%, outperforming the 51.00% advance of the benchmark Russell 2000® Index. Versus the benchmark, security selection was the primary contributor, especially within the information technology sector. Picks among financials stocks and an underweighting in real estate also helped. The fund's top individual relative contributor was an overweighting in Digital Turbine (+1234%), a stock we purchased during the period. Also bolstering performance was our outsized stake in Plug Power, which gained about 814% and was another new addition to the portfolio the past 12 months. Adding further value was a larger-than-benchmark position in Calix Networks (+332%), a stock we reduced exposure to this period. In contrast, the biggest detractor from performance versus the benchmark was stock selection and an underweighting in the consumer discretionary sector, primarily within the retailing industry. Weak picks in the health care sector, especially within the health care equipment & services industry, also hampered the fund's relative performance, as did subpar investment choices in industrials. The biggest individual relative detractor was an underweight position in Gamestop (+8%), a stake we established during the reporting period. Also hampering the portfolio’s relative return was Quidel, a benchmark component we avoided that gained 186%. Also holding back performance was our outsized stake in American Assets Trust, which returned roughly -23%. Notable changes in positioning include increased exposure to the consumer discretionary sector.

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

Investment Summary (Unaudited)

Top Ten Stocks as of February 28, 2021

  % of fund's net assets 
Plug Power, Inc.  0.8 
Deckers Outdoor Corp.  0.8 
Darling Ingredients, Inc.  0.7 
Synaptics, Inc.  0.7 
Penn National Gaming, Inc.  0.7 
Churchill Downs, Inc.  0.7 
Atkore, Inc.  0.7 
Rexnord Corp.  0.7 
EMCOR Group, Inc.  0.7 
Calix Networks, Inc.  0.7 
  7.2 

Top Market Sectors as of February 28, 2021

  % of fund's net assets 
Health Care  18.2 
Industrials  16.6 
Financials  15.4 
Information Technology  14.4 
Consumer Discretionary  14.1 
Real Estate  4.9 
Materials  4.0 
Energy  2.8 
Consumer Staples  2.8 
Utilities  1.9 

Asset Allocation (% of fund's net assets)

As of February 28, 2021* 
    Stocks and Equity Futures  100.0% 


 * Foreign investments - 4.4%

Schedule of Investments February 28, 2021

Showing Percentage of Net Assets

Common Stocks - 96.8%     
  Shares  Value 
COMMUNICATION SERVICES - 1.7%     
Diversified Telecommunication Services - 0.8%     
Cogent Communications Group, Inc.  2,968  $177,635 
Consolidated Communications Holdings, Inc. (a)  97,384  512,240 
Iridium Communications, Inc. (a)  58,114  2,226,347 
Liberty Latin America Ltd. Class C (a)  32,012  350,852 
Ooma, Inc. (a)  36,249  572,734 
ORBCOMM, Inc. (a)  190,213  1,451,325 
    5,291,133 
Entertainment - 0.2%     
AMC Entertainment Holdings, Inc. Class A (b)  20,702  165,823 
Glu Mobile, Inc. (a)  51,233  639,388 
IMAX Corp. (a)  25,545  528,015 
    1,333,226 
Interactive Media & Services - 0.3%     
Liberty TripAdvisor Holdings, Inc. (a)  39,473  222,233 
Yelp, Inc. (a)  48,939  1,845,490 
Zedge, Inc. (a)  19,157  192,336 
    2,260,059 
Media - 0.3%     
AMC Networks, Inc. Class A (a)  25,678  1,684,220 
comScore, Inc. (a)  13,854  50,567 
Tegna, Inc.  9,839  179,365 
    1,914,152 
Wireless Telecommunication Services - 0.1%     
Shenandoah Telecommunications Co.  23,866  1,058,457 
TOTAL COMMUNICATION SERVICES    11,857,027 
CONSUMER DISCRETIONARY - 14.1%     
Auto Components - 0.6%     
Adient PLC (a)  35,205  1,305,401 
American Axle & Manufacturing Holdings, Inc. (a)  35,531  347,138 
Cooper-Standard Holding, Inc. (a)  7,494  268,435 
Modine Manufacturing Co. (a)  62,525  867,222 
Tenneco, Inc. (a)  55,831  621,957 
Visteon Corp. (a)  5,848  743,690 
Workhorse Group, Inc. (a)(b)  2,250  36,383 
    4,190,226 
Distributors - 0.1%     
Core-Mark Holding Co., Inc.  25,728  838,218 
Diversified Consumer Services - 0.2%     
Adtalem Global Education, Inc. (a)  28,599  1,123,941 
American Public Education, Inc. (a)  2,931  86,289 
    1,210,230 
Hotels, Restaurants & Leisure - 5.2%     
Bloomin' Brands, Inc.  82,945  2,060,354 
Brinker International, Inc.  59,366  4,071,914 
Caesars Entertainment, Inc. (a)  46,759  4,369,161 
Churchill Downs, Inc.  20,623  4,756,282 
Cracker Barrel Old Country Store, Inc.  4,222  653,861 
Del Taco Restaurants, Inc.  43,844  440,194 
Fiesta Restaurant Group, Inc. (a)  2,829  43,171 
Hilton Grand Vacations, Inc. (a)  20,110  794,546 
Marriott Vacations Worldwide Corp.  7,481  1,269,601 
Norwegian Cruise Line Holdings Ltd. (a)(b)  85,733  2,534,267 
Papa John's International, Inc.  9,168  826,862 
Penn National Gaming, Inc. (a)  41,988  4,861,371 
RCI Hospitality Holdings, Inc.  9,017  579,342 
Scientific Games Corp. Class A (a)  54,679  2,560,618 
Shake Shack, Inc. Class A (a)(b)  25,143  2,978,943 
Texas Roadhouse, Inc. Class A  12,364  1,123,640 
Wingstop, Inc.  12,248  1,667,565 
    35,591,692 
Household Durables - 2.0%     
Cavco Industries, Inc. (a)  5,359  1,130,267 
Flexsteel Industries, Inc.  18,114  599,211 
iRobot Corp. (a)(b)  16,566  2,056,006 
KB Home  59,817  2,415,410 
La-Z-Boy, Inc.  3,451  147,047 
M.D.C. Holdings, Inc.  38,133  2,157,184 
M/I Homes, Inc. (a)  45,612  2,276,039 
Meritage Homes Corp. (a)  7,221  608,803 
Sonos, Inc. (a)  11,959  465,683 
TopBuild Corp. (a)  813  154,803 
TRI Pointe Homes, Inc. (a)  102,642  1,950,198 
    13,960,651 
Internet & Direct Marketing Retail - 0.7%     
Magnite, Inc. (a)  13,726  670,790 
Overstock.com, Inc. (a)  5,952  399,796 
Shutterstock, Inc.  31,029  2,737,689 
Stamps.com, Inc. (a)  2,448  445,365 
Stitch Fix, Inc. (a)(b)  12,661  966,161 
    5,219,801 
Leisure Products - 1.0%     
Acushnet Holdings Corp.  5,359  226,257 
American Outdoor Brands, Inc. (a)  4,704  94,127 
Clarus Corp.  3,598  62,461 
Johnson Outdoors, Inc. Class A  15,072  1,818,889 
Malibu Boats, Inc. Class A (a)  14,058  1,047,883 
Vista Outdoor, Inc. (a)  99,773  3,153,825 
YETI Holdings, Inc. (a)  4,801  330,165 
    6,733,607 
Specialty Retail - 2.9%     
Asbury Automotive Group, Inc. (a)  10,687  1,810,912 
Bed Bath & Beyond, Inc. (b)  27,850  748,051 
GameStop Corp. Class A (a)(b)  13,878  1,411,948 
Group 1 Automotive, Inc.  20,100  3,064,044 
Haverty Furniture Companies, Inc.  12,335  446,157 
Lumber Liquidators Holdings, Inc. (a)  6,115  151,469 
Murphy U.S.A., Inc.  2,492  310,628 
Rent-A-Center, Inc.  18,819  1,086,985 
RH (a)  2,909  1,426,486 
Shoe Carnival, Inc. (b)  41,901  2,051,473 
Signet Jewelers Ltd.  22,559  1,122,987 
Sleep Number Corp. (a)  28,423  3,897,646 
Sonic Automotive, Inc. Class A (sub. vtg.)  43,528  2,007,076 
Sportsman's Warehouse Holdings, Inc. (a)  9,627  163,081 
The Aaron's Co., Inc.  5,578  122,493 
    19,821,436 
Textiles, Apparel & Luxury Goods - 1.4%     
Crocs, Inc. (a)  49,242  3,777,846 
Deckers Outdoor Corp. (a)  16,477  5,373,314 
Lakeland Industries, Inc. (a)  8,505  266,972 
Rocky Brands, Inc.  6,899  300,727 
    9,718,859 
TOTAL CONSUMER DISCRETIONARY    97,284,720 
CONSUMER STAPLES - 2.8%     
Beverages - 0.2%     
Celsius Holdings, Inc. (a)(b)  2,904  172,875 
Coca-Cola Bottling Co. Consolidated  2,671  685,539 
MGP Ingredients, Inc.  6,624  423,141 
    1,281,555 
Food & Staples Retailing - 0.7%     
Andersons, Inc.  25,583  668,740 
BJ's Wholesale Club Holdings, Inc. (a)  10,533  423,216 
Ingles Markets, Inc. Class A  13,857  720,010 
Natural Grocers by Vitamin Cottage, Inc.  20,580  289,766 
Performance Food Group Co. (a)  2,668  144,712 
PriceSmart, Inc.  6,937  669,074 
Rite Aid Corp. (a)(b)  29,154  570,835 
United Natural Foods, Inc. (a)(b)  45,987  1,216,356 
Weis Markets, Inc.  6,425  343,416 
    5,046,125 
Food Products - 1.2%     
Cal-Maine Foods, Inc. (a)  21,696  826,618 
Darling Ingredients, Inc. (a)  78,934  4,975,999 
Freshpet, Inc. (a)  7,518  1,171,906 
John B. Sanfilippo & Son, Inc.  6,703  579,541 
Lancaster Colony Corp.  679  118,601 
The Simply Good Foods Co. (a)  11,343  330,875 
    8,003,540 
Household Products - 0.5%     
Central Garden & Pet Co. (a)  2,240  102,144 
Central Garden & Pet Co. Class A (non-vtg.) (a)  4,250  176,418 
WD-40 Co.  9,241  2,880,882 
    3,159,444 
Personal Products - 0.1%     
USANA Health Sciences, Inc. (a)  8,995  873,055 
Tobacco - 0.1%     
Universal Corp.  3,606  183,257 
Vector Group Ltd.  30,754  419,792 
    603,049 
TOTAL CONSUMER STAPLES    18,966,768 
ENERGY - 2.8%     
Energy Equipment & Services - 0.8%     
Frank's International NV (a)  25,809  116,915 
Helix Energy Solutions Group, Inc. (a)  160,260  785,274 
Nabors Industries Ltd.  19,631  2,179,237 
Nextier Oilfield Solutions, Inc. (a)  33,382  155,226 
Oceaneering International, Inc. (a)  49,988  589,858 
Oil States International, Inc. (a)  59,396  435,373 
ProPetro Holding Corp. (a)  52,927  607,073 
U.S. Silica Holdings, Inc.  60,573  806,227 
    5,675,183 
Oil, Gas & Consumable Fuels - 2.0%     
Antero Resources Corp. (a)  52,991  476,919 
DHT Holdings, Inc.  218,612  1,219,855 
Green Plains, Inc.  10,083  255,302 
Kosmos Energy Ltd.  585,695  1,803,941 
Magnolia Oil & Gas Corp. Class A (a)  50,541  609,524 
Nordic American Tanker Shipping Ltd.  163,772  486,403 
PBF Energy, Inc. Class A  157,319  2,233,930 
Penn Virginia Corp. (a)  80,488  1,178,344 
Range Resources Corp. (a)  16,169  155,869 
Renewable Energy Group, Inc. (a)  28,681  2,230,521 
SM Energy Co.  212,184  2,940,870 
World Fuel Services Corp.  6,249  194,219 
    13,785,697 
TOTAL ENERGY    19,460,880 
FINANCIALS - 15.4%     
Banks - 7.6%     
1st Source Corp.  13,741  609,688 
Altabancorp  2,494  85,843 
Ameris Bancorp  19,000  905,160 
Banc of California, Inc.  22,947  425,896 
BancFirst Corp.  55,999  3,577,216 
Bancorp, Inc., Delaware (a)  31,287  634,187 
Berkshire Hills Bancorp, Inc.  28,129  567,081 
Boston Private Financial Holdings, Inc.  21,788  299,803 
Brookline Bancorp, Inc., Delaware  7,053  100,364 
Cadence Bancorp Class A  79,704  1,635,526 
Capital City Bank Group, Inc.  3,512  86,711 
Cathay General Bancorp  75,065  2,825,447 
CIT Group, Inc.  7,717  349,966 
City Holding Co.  1,428  107,400 
Community Bank System, Inc.  2,038  145,085 
Community Trust Bancorp, Inc.  8,071  329,781 
Eagle Bancorp, Inc.  3,495  170,871 
Financial Institutions, Inc.  17,321  474,249 
First Bancorp, North Carolina  2,362  95,118 
First Bancorp, Puerto Rico  398,494  4,180,202 
First Commonwealth Financial Corp.  20,250  271,553 
First Financial Bankshares, Inc.  12,533  559,724 
First Financial Corp., Indiana  3,946  167,231 
First Foundation, Inc.  3,748  85,642 
First Interstate Bancsystem, Inc.  21,966  997,696 
First of Long Island Corp.  4,358  80,972 
Flushing Financial Corp.  6,443  133,692 
Fulton Financial Corp.  181,151  2,798,783 
Great Southern Bancorp, Inc.  25,882  1,366,311 
Great Western Bancorp, Inc.  7,225  193,847 
Hancock Whitney Corp.  74,283  2,804,183 
Hilltop Holdings, Inc.  91,911  3,036,739 
Hope Bancorp, Inc.  16,953  223,101 
Independent Bank Group, Inc.  14,102  982,768 
International Bancshares Corp.  82,209  3,582,668 
Investors Bancorp, Inc.  324,177  4,324,521 
Lakeland Bancorp, Inc.  7,869  123,386 
Lakeland Financial Corp.  10,065  693,982 
Live Oak Bancshares, Inc.  8,893  490,093 
Macatawa Bank Corp.  3,856  34,048 
Mercantile Bank Corp.  3,248  94,972 
Midland States Bancorp, Inc.  10,521  257,765 
Nicolet Bankshares, Inc. (a)  2,845  210,672 
OFG Bancorp  59,302  1,145,122 
Old National Bancorp, Indiana  9,393  170,295 
Park National Corp.  4,233  524,892 
Peapack-Gladstone Financial Corp.  12,732  350,257 
Republic Bancorp, Inc., Kentucky Class A  1,009  42,418 
Sandy Spring Bancorp, Inc.  8,834  331,982 
Sierra Bancorp  16,482  393,096 
Silvergate Capital Corp. (a)  6,685  852,739 
South State Corp.  6,456  509,120 
Southside Bancshares, Inc.  15,559  538,030 
Tompkins Financial Corp.  4,764  368,400 
Trico Bancshares  8,413  362,348 
Trustmark Corp.  14,013  422,632 
UMB Financial Corp.  23,194  1,956,878 
United Bankshares, Inc., West Virginia  2,289  84,579 
United Community Bank, Inc.  17,910  592,105 
Univest Corp. of Pennsylvania  14,298  359,595 
Valley National Bancorp  81,900  1,003,275 
Washington Trust Bancorp, Inc.  4,325  205,654 
WesBanco, Inc.  25,690  829,273 
    52,162,633 
Capital Markets - 2.2%     
Artisan Partners Asset Management, Inc.  68,424  3,250,140 
B. Riley Financial, Inc.  5,606  368,987 
BGC Partners, Inc. Class A  44,426  199,028 
Cohen & Steers, Inc.  35,315  2,273,580 
Cowen Group, Inc. Class A  12,672  428,947 
Federated Hermes, Inc. Class B (non-vtg.)  82,643  2,208,221 
Oppenheimer Holdings, Inc. Class A (non-vtg.)  41,336  1,566,634 
Piper Jaffray Companies  21,858  2,323,943 
PJT Partners, Inc.  12,749  888,860 
Pzena Investment Management, Inc.  5,775  53,246 
Stifel Financial Corp.  5,943  362,998 
StoneX Group, Inc. (a)  24,205  1,396,386 
    15,320,970 
Consumer Finance - 1.1%     
Enova International, Inc. (a)  108,022  3,316,275 
LendingClub Corp. (a)  57,612  620,481 
Nelnet, Inc. Class A  42,002  3,049,345 
PROG Holdings, Inc.  11,156  557,800 
    7,543,901 
Diversified Financial Services - 0.3%     
Cannae Holdings, Inc. (a)  41,478  1,549,203 
Marlin Business Services Corp. (b)  22,396  340,419 
    1,889,622 
Insurance - 1.9%     
Amerisafe, Inc.  15,171  887,807 
Crawford & Co. Class B  5,381  48,967 
eHealth, Inc. (a)  14,289  849,052 
Employers Holdings, Inc.  10,032  333,965 
Goosehead Insurance  20,863  2,702,593 
Horace Mann Educators Corp.  28,055  1,081,240 
Investors Title Co.  271  41,130 
ProAssurance Corp.  17,938  443,966 
Selective Insurance Group, Inc.  45,966  3,117,874 
Siriuspoint Ltd. (a)  8,932  91,196 
Trupanion, Inc. (a)  35,894  3,473,103 
    13,070,893 
Mortgage Real Estate Investment Trusts - 0.0%     
Redwood Trust, Inc.  9,900  97,416 
Thrifts & Mortgage Finance - 2.3%     
Essent Group Ltd.  77,244  3,184,770 
Farmer Mac Class C (non-vtg.)  9,653  832,571 
Flagstar Bancorp, Inc.  39,828  1,728,137 
NMI Holdings, Inc. (a)  17,147  391,980 
Northwest Bancshares, Inc.  119,970  1,693,976 
Pennymac Financial Services, Inc.  7,580  448,812 
Premier Financial Corp.  11,645  357,036 
Radian Group, Inc.  152,464  3,110,266 
Walker & Dunlop, Inc.  27,281  2,718,824 
Washington Federal, Inc.  35,811  1,082,208 
Waterstone Financial, Inc.  32,294  627,472 
    16,176,052 
TOTAL FINANCIALS    106,261,487 
HEALTH CARE - 18.2%     
Biotechnology - 9.1%     
ACADIA Pharmaceuticals, Inc. (a)  5,991  293,379 
Affimed NV (a)  76,453  433,489 
Agenus, Inc. (a)(b)  100,352  401,408 
Akebia Therapeutics, Inc. (a)(b)  29,753  102,945 
Allakos, Inc. (a)(b)  3,886  470,905 
Allogene Therapeutics, Inc. (a)(b)  7,082  245,816 
Amicus Therapeutics, Inc. (a)  48,796  599,215 
AnaptysBio, Inc. (a)  15,409  442,238 
Apellis Pharmaceuticals, Inc. (a)  20,018  964,267 
Arcturus Therapeutics Holdings, Inc. (a)(b)  7,551  397,711 
Arcus Biosciences, Inc. (a)(b)  15,894  560,422 
Ardelyx, Inc. (a)  68,177  439,742 
Arena Pharmaceuticals, Inc. (a)  13,972  1,122,650 
Arrowhead Pharmaceuticals, Inc. (a)  20,049  1,597,103 
Atara Biotherapeutics, Inc. (a)  6,594  110,647 
Athenex, Inc. (a)  16,239  196,492 
Athersys, Inc. (a)(b)  152,728  311,565 
AVEO Pharmaceuticals, Inc. (a)  8,337  68,864 
Beam Therapeutics, Inc. (b)  16,491  1,469,843 
BioCryst Pharmaceuticals, Inc. (a)(b)  12,164  131,128 
Biohaven Pharmaceutical Holding Co. Ltd. (a)  8,805  748,249 
BioXcel Therapeutics, Inc. (a)(b)  10,028  537,601 
Blueprint Medicines Corp. (a)  10,726  1,053,508 
BridgeBio Pharma, Inc. (a)(b)  17,568  1,241,706 
Calithera Biosciences, Inc. (a)  32,024  93,510 
CareDx, Inc. (a)  7,659  605,674 
Catalyst Biosciences, Inc. (a)  22,365  134,861 
Catalyst Pharmaceutical Partners, Inc. (a)  63,676  247,700 
ChemoCentryx, Inc. (a)  7,734  524,675 
Chimerix, Inc. (a)  89,632  879,290 
Clovis Oncology, Inc. (a)(b)  52,374  313,720 
Coherus BioSciences, Inc. (a)  32,984  535,660 
Concert Pharmaceuticals, Inc. (a)  52,731  352,770 
Constellation Pharmaceuticals, Inc. (a)  12,093  304,744 
Corbus Pharmaceuticals Holdings, Inc. (a)(b)  232,507  506,865 
Cue Biopharma, Inc. (a)  13,190  179,516 
Cytokinetics, Inc. (a)  7,474  139,988 
CytomX Therapeutics, Inc. (a)  39,512  310,169 
Deciphera Pharmaceuticals, Inc. (a)  12,342  540,333 
Denali Therapeutics, Inc. (a)  10,998  789,656 
Dicerna Pharmaceuticals, Inc. (a)  7,437  200,650 
Editas Medicine, Inc. (a)(b)  16,834  738,339 
Eiger Biopharmaceuticals, Inc. (a)  19,256  195,834 
Emergent BioSolutions, Inc. (a)  17,903  1,718,688 
Enanta Pharmaceuticals, Inc. (a)  1,450  71,514 
Epizyme, Inc. (a)  31,485  301,941 
Fate Therapeutics, Inc. (a)  25,157  2,257,086 
FibroGen, Inc. (a)  21,083  1,054,782 
Five Prime Therapeutics, Inc. (a)  32,369  719,563 
Flexion Therapeutics, Inc. (a)(b)  25,626  282,399 
Fortress Biotech, Inc. (a)  17,362  64,587 
Global Blood Therapeutics, Inc. (a)  1,170  49,842 
GlycoMimetics, Inc. (a)  19,970  66,300 
Gritstone Oncology, Inc. (a)  17,747  240,827 
Halozyme Therapeutics, Inc. (a)  45,076  2,039,689 
Heron Therapeutics, Inc. (a)(b)  11,141  201,429 
ImmunoGen, Inc. (a)  117,811  1,030,846 
Immunovant, Inc. (a)  3,287  51,869 
Inovio Pharmaceuticals, Inc. (a)(b)  14,927  165,690 
Insmed, Inc. (a)  17,379  621,647 
Intellia Therapeutics, Inc. (a)(b)  7,744  468,202 
Intercept Pharmaceuticals, Inc. (a)(b)  4,566  98,900 
Invitae Corp. (a)(b)  34,290  1,376,058 
Iovance Biotherapeutics, Inc. (a)  4,993  186,239 
Ironwood Pharmaceuticals, Inc. Class A (a)  22,599  208,589 
Jounce Therapeutics, Inc. (a)  8,237  90,442 
Kadmon Holdings, Inc. (a)(b)  94,575  434,099 
Karuna Therapeutics, Inc. (a)  1,708  213,432 
Karyopharm Therapeutics, Inc. (a)(b)  25,179  347,974 
Kindred Biosciences, Inc. (a)  41,044  185,108 
Kodiak Sciences, Inc. (a)  5,075  654,726 
Krystal Biotech, Inc. (a)  2,162  170,560 
Kura Oncology, Inc. (a)  7,115  199,220 
La Jolla Pharmaceutical Co. (a)(b)  54,595  286,078 
Lexicon Pharmaceuticals, Inc. (a)  73,906  531,384 
Ligand Pharmaceuticals, Inc. Class B (a)(b)  1,807  267,834 
Macrogenics, Inc. (a)  6,374  159,414 
Madrigal Pharmaceuticals, Inc. (a)(b)  368  44,598 
Mersana Therapeutics, Inc. (a)  29,224  531,292 
Minerva Neurosciences, Inc. (a)  88,400  274,040 
Mirati Therapeutics, Inc. (a)  9,554  1,919,590 
Molecular Templates, Inc. (a)  15,876  173,048 
Mustang Bio, Inc. (a)  65,324  230,594 
Myriad Genetics, Inc. (a)  21,726  662,426 
Natera, Inc. (a)  15,308  1,777,106 
Novavax, Inc. (a)  16,984  3,927,210 
Oncternal Therapeutics, Inc. rights (a)(c)  1,148 
Opko Health, Inc. (a)(b)  177,008  796,536 
Organogenesis Holdings, Inc. Class A (a)(b)  10,817  164,527 
Oyster Point Pharma, Inc. (a)(b)  5,855  115,988 
Pieris Pharmaceuticals, Inc. (a)  41,502  112,885 
Protagonist Therapeutics, Inc. (a)  8,980  211,659 
PTC Therapeutics, Inc. (a)  22,892  1,307,133 
Puma Biotechnology, Inc. (a)  15,356  152,946 
Radius Health, Inc. (a)  25,992  483,711 
REGENXBIO, Inc. (a)  8,629  353,012 
Relay Therapeutics, Inc. (a)  2,737  112,956 
Revolution Medicines, Inc.  3,102  141,699 
Rocket Pharmaceuticals, Inc. (a)  2,948  163,850 
Rubius Therapeutics, Inc. (a)(b)  12,892  133,819 
Sangamo Therapeutics, Inc. (a)  8,497  97,631 
Seres Therapeutics, Inc. (a)  5,616  106,929 
Sorrento Therapeutics, Inc. (a)(b)  13,812  133,562 
Springworks Therapeutics, Inc. (a)  2,082  179,156 
Syndax Pharmaceuticals, Inc. (a)  15,431  376,671 
TCR2 Therapeutics, Inc. (a)  3,537  93,589 
TG Therapeutics, Inc. (a)(b)  40,158  1,757,716 
Translate Bio, Inc. (a)  6,323  147,579 
Travere Therapeutics, Inc. (a)  30,699  946,143 
Turning Point Therapeutics, Inc. (a)  6,499  766,297 
Twist Bioscience Corp. (a)  6,052  832,997 
Ultragenyx Pharmaceutical, Inc. (a)  12,939  1,831,386 
Vanda Pharmaceuticals, Inc. (a)  15,424  287,658 
Vaxart, Inc. (a)(b)  12,416  88,774 
Veracyte, Inc. (a)  10,095  586,116 
Vericel Corp. (a)  4,238  204,611 
Viela Bio, Inc. (a)  2,446  130,127 
Vir Biotechnology, Inc. (a)(b)  21,911  1,372,286 
Xbiotech, Inc. (a)  12,115  230,185 
Xencor, Inc. (a)  7,591  374,009 
Y-mAbs Therapeutics, Inc. (a)  1,838  64,642 
    62,750,494 
Health Care Equipment & Supplies - 2.6%     
Accuray, Inc. (a)  138,649  690,472 
Axonics Modulation Technologies, Inc. (a)  1,333  67,063 
Cardiovascular Systems, Inc. (a)  55,963  2,311,272 
Cerus Corp. (a)  63,669  390,928 
ConforMis, Inc. (a)  65,524  66,179 
CryoPort, Inc. (a)(b)  1,906  113,293 
Genmark Diagnostics, Inc. (a)  53,793  1,051,653 
Integer Holdings Corp. (a)  8,226  725,451 
Invacare Corp.  15,616  142,106 
Lantheus Holdings, Inc. (a)  52,425  979,299 
Meridian Bioscience, Inc. (a)  127,471  2,687,089 
Nevro Corp. (a)  11,061  1,827,056 
Novocure Ltd. (a)  5,835  869,999 
Orthofix International NV (a)  20,027  931,456 
Seaspine Holdings Corp. (a)  4,768  90,211 
Shockwave Medical, Inc. (a)(b)  1,844  215,305 
Sientra, Inc. (a)  121,730  947,059 
Staar Surgical Co. (a)  8,189  851,738 
SurModics, Inc. (a)  41,669  2,173,038 
Tandem Diabetes Care, Inc. (a)  7,040  675,770 
    17,806,437 
Health Care Providers & Services - 3.1%     
AdaptHealth Corp. (a)  30,109  926,454 
Amedisys, Inc. (a)  2,309  585,655 
Apollo Medical Holdings, Inc. (a)  15,600  386,100 
Brookdale Senior Living, Inc. (a)  130,678  760,546 
Corvel Corp. (a)  28,266  2,868,999 
Cross Country Healthcare, Inc. (a)  4,626  51,395 
Modivcare, Inc. (a)  8,644  1,108,679 
National Healthcare Corp.  25,388  1,765,735 
Owens & Minor, Inc.  127,242  4,327,500 
Patterson Companies, Inc.  37,816  1,174,565 
Select Medical Holdings Corp. (a)  102,891  3,256,500 
Tenet Healthcare Corp. (a)  80,074  4,085,375 
    21,297,503 
Health Care Technology - 1.8%     
Allscripts Healthcare Solutions, Inc. (a)  248,771  3,838,537 
HealthStream, Inc. (a)  13,002  302,947 
HMS Holdings Corp. (a)  38,650  1,421,740 
Inovalon Holdings, Inc. Class A (a)  36,926  906,903 
Inspire Medical Systems, Inc. (a)  4,314  1,004,256 
Nextgen Healthcare, Inc. (a)  157,267  2,940,893 
OptimizeRx Corp. (a)  16,880  897,678 
Phreesia, Inc. (a)  11,134  681,958 
Schrodinger, Inc.  2,661  272,699 
    12,267,611 
Life Sciences Tools & Services - 0.9%     
Fluidigm Corp. (a)(b)  26,609  122,401 
Luminex Corp.  21,645  703,895 
Medpace Holdings, Inc. (a)  10,237  1,662,796 
Nanostring Technologies, Inc. (a)  15,424  1,076,441 
NeoGenomics, Inc. (a)  19,701  1,004,160 
Pacific Biosciences of California, Inc. (a)  35,084  1,072,518 
Quanterix Corp. (a)  7,757  587,593 
    6,229,804 
Pharmaceuticals - 0.7%     
Amneal Pharmaceuticals, Inc. (a)(b)  72,384  390,150 
Arvinas Holding Co. LLC (a)  4,512  353,290 
Assertio Holdings, Inc. (a)  91,214  77,806 
Axsome Therapeutics, Inc. (a)(b)  3,147  211,982 
Cassava Sciences, Inc. (a)  4,091  198,741 
Cerecor, Inc. (a)  39,569  133,348 
Collegium Pharmaceutical, Inc. (a)(b)  8,536  201,364 
Corcept Therapeutics, Inc. (a)  34,530  868,430 
Endo International PLC (a)  20,188  160,091 
Intra-Cellular Therapies, Inc. (a)  8,151  288,790 
Liquidia Technologies, Inc. (a)  46,471  130,119 
Pacira Biosciences, Inc. (a)  14,302  1,051,197 
Prestige Brands Holdings, Inc. (a)  11,421  476,370 
Revance Therapeutics, Inc. (a)  3,360  88,234 
Theravance Biopharma, Inc. (a)  5,381  89,163 
WAVE Life Sciences (a)  39,019  367,169 
Zogenix, Inc. (a)  1,714  36,354 
    5,122,598 
TOTAL HEALTH CARE    125,474,447 
INDUSTRIALS - 16.6%     
Aerospace & Defense - 1.8%     
AAR Corp.  74,168  2,950,403 
Aerojet Rocketdyne Holdings, Inc.  2,228  114,230 
Astronics Corp. (a)  52,090  823,022 
Axon Enterprise, Inc. (a)  5,625  930,881 
Maxar Technologies, Inc.  56,229  2,690,558 
Moog, Inc. Class A  39,488  3,066,638 
Parsons Corp. (a)  59,218  2,116,451 
Vectrus, Inc. (a)  809  44,171 
    12,736,354 
Air Freight & Logistics - 0.1%     
Atlas Air Worldwide Holdings, Inc. (a)  15,680  864,438 
Airlines - 0.2%     
Mesa Air Group, Inc. (a)  101,968  1,244,010 
Building Products - 1.5%     
Advanced Drain Systems, Inc.  14,644  1,611,133 
Cornerstone Building Brands, Inc. (a)  32,397  369,002 
Gibraltar Industries, Inc. (a)  10,376  906,344 
Griffon Corp.  3,404  83,738 
Quanex Building Products Corp.  66,276  1,612,495 
Resideo Technologies, Inc. (a)  32,794  787,712 
Simpson Manufacturing Co. Ltd.  10,440  1,017,482 
Trex Co., Inc. (a)  5,940  544,342 
UFP Industries, Inc.  56,166  3,426,126 
    10,358,374 
Commercial Services & Supplies - 1.3%     
Brady Corp. Class A  42,747  2,240,370 
Kimball International, Inc. Class B  57,056  738,305 
Knoll, Inc.  39,272  640,526 
Tetra Tech, Inc.  14,217  1,967,206 
UniFirst Corp.  14,298  3,464,262 
VSE Corp.  1,443  55,642 
    9,106,311 
Construction & Engineering - 0.9%     
Comfort Systems U.S.A., Inc.  5,072  314,160 
EMCOR Group, Inc.  46,215  4,499,955 
Great Lakes Dredge & Dock Corp. (a)  61,023  926,939 
Primoris Services Corp.  14,472  484,378 
    6,225,432 
Electrical Equipment - 3.4%     
Atkore, Inc. (a)  67,320  4,554,198 
AZZ, Inc.  26,351  1,346,273 
Encore Wire Corp.  46,447  3,043,672 
EnerSys  44,724  4,037,683 
FuelCell Energy, Inc. (a)  45,397  769,025 
Generac Holdings, Inc. (a)  4,607  1,518,283 
Plug Power, Inc. (a)  117,383  5,678,977 
Preformed Line Products Co.  12,004  880,613 
Sunrun, Inc. (a)  24,602  1,539,593 
Thermon Group Holdings, Inc. (a)  2,746  56,101 
    23,424,418 
Machinery - 3.2%     
Albany International Corp. Class A  3,142  248,375 
Altra Industrial Motion Corp.  35,416  2,051,295 
Chart Industries, Inc. (a)  1,475  211,058 
CIRCOR International, Inc. (a)  14,210  506,018 
Columbus McKinnon Corp. (NY Shares)  4,347  218,828 
Energy Recovery, Inc. (a)  10,110  177,936 
EnPro Industries, Inc.  15,693  1,260,776 
Evoqua Water Technologies Corp. (a)  39,160  961,378 
Franklin Electric Co., Inc.  2,486  186,599 
Gorman-Rupp Co.  6,337  202,721 
Helios Technologies, Inc.  7,254  474,412 
Hillenbrand, Inc.  48,075  2,233,565 
Hurco Companies, Inc.  18,717  588,275 
Hyster-Yale Materials Handling Class A  12,194  1,043,197 
Kennametal, Inc.  21,437  800,886 
L.B. Foster Co. Class A (a)  6,235  105,683 
Lydall, Inc. (a)  9,953  346,663 
Manitowoc Co., Inc. (a)  26,780  436,246 
Mueller Industries, Inc.  42,545  1,729,029 
Park-Ohio Holdings Corp.  2,175  70,318 
Proto Labs, Inc. (a)  7,988  1,163,692 
Rexnord Corp.  100,903  4,535,590 
Tennant Co.  4,655  354,711 
Terex Corp.  24,299  1,000,633 
Wabash National Corp.  15,819  262,279 
Watts Water Technologies, Inc. Class A  8,497  969,423 
Welbilt, Inc. (a)  3,388  54,140 
    22,193,726 
Marine - 0.1%     
Costamare, Inc.  54,948  530,248 
Professional Services - 1.7%     
Barrett Business Services, Inc.  4,865  346,388 
CRA International, Inc.  5,055  278,884 
Heidrick & Struggles International, Inc.  60,024  2,154,261 
Kforce, Inc.  57,911  2,973,730 
Korn Ferry  12,615  776,453 
TriNet Group, Inc. (a)  17,698  1,420,618 
TrueBlue, Inc. (a)  3,766  78,446 
Upwork, Inc. (a)  63,110  3,400,367 
    11,429,147 
Road & Rail - 0.4%     
ArcBest Corp.  17,379  1,025,187 
Heartland Express, Inc.  10,444  190,081 
Marten Transport Ltd.  81,521  1,319,010 
    2,534,278 
Trading Companies & Distributors - 2.0%     
Applied Industrial Technologies, Inc.  28,552  2,437,484 
Boise Cascade Co.  71,555  3,573,457 
GMS, Inc. (a)  41,692  1,525,927 
Herc Holdings, Inc. (a)  9,312  817,221 
NOW, Inc. (a)  35,925  381,883 
Rush Enterprises, Inc. Class A  82,257  3,490,165 
Systemax, Inc.  35,596  1,285,016 
Titan Machinery, Inc. (a)  3,550  86,975 
Veritiv Corp. (a)  7,953  189,122 
WESCO International, Inc. (a)  472  37,892 
    13,825,142 
TOTAL INDUSTRIALS    114,471,878 
INFORMATION TECHNOLOGY - 14.4%     
Communications Equipment - 1.1%     
Acacia Communications, Inc. (a)  1,296  149,027 
ADTRAN, Inc.  21,012  353,842 
Calix Networks, Inc. (a)  113,673  4,491,220 
Comtech Telecommunications Corp.  4,570  122,842 
Digi International, Inc. (a)  9,006  210,380 
Extreme Networks, Inc. (a)  65,919  604,477 
Inseego Corp. (a)(b)  78,925  1,151,516 
Plantronics, Inc.  4,167  168,722 
    7,252,026 
Electronic Equipment & Components - 1.5%     
Arlo Technologies, Inc. (a)  21,324  148,415 
Badger Meter, Inc.  1,813  196,874 
ePlus, Inc. (a)  6,472  611,992 
II-VI, Inc. (a)  22,808  1,922,714 
Insight Enterprises, Inc. (a)  38,770  3,240,784 
Itron, Inc. (a)  1,152  135,060 
Kimball Electronics, Inc. (a)  63,705  1,495,793 
Methode Electronics, Inc. Class A  25,455  990,963 
PC Connection, Inc.  17,520  806,095 
ScanSource, Inc. (a)  35,926  1,021,735 
    10,570,425 
IT Services - 0.9%     
Brightcove, Inc. (a)  7,844  170,842 
Conduent, Inc. (a)  33,896  182,360 
CSG Systems International, Inc.  6,919  319,312 
EVERTEC, Inc.  46,303  1,801,187 
Limelight Networks, Inc. (a)(b)  110,713  362,032 
ManTech International Corp. Class A  8,270  646,383 
Perspecta, Inc.  21,648  632,122 
Sykes Enterprises, Inc. (a)  49,399  2,018,443 
    6,132,681 
Semiconductors & Semiconductor Equipment - 5.2%     
Alpha & Omega Semiconductor Ltd. (a)  7,289  256,500 
Ambarella, Inc. (a)  27,991  3,148,708 
Amkor Technology, Inc.  152,867  3,651,993 
Brooks Automation, Inc.  23,869  1,984,946 
Ceva, Inc. (a)  2,534  155,157 
Cirrus Logic, Inc. (a)  30,961  2,531,991 
Cohu, Inc.  1,020  44,319 
Diodes, Inc. (a)  27,224  2,137,628 
Enphase Energy, Inc. (a)  10,306  1,814,474 
FormFactor, Inc. (a)  30,227  1,371,399 
Lattice Semiconductor Corp. (a)  75,149  3,616,170 
NeoPhotonics Corp. (a)  169,223  1,626,233 
Photronics, Inc. (a)  13,009  154,937 
Pixelworks, Inc. (a)  14,974  53,757 
Power Integrations, Inc.  30,996  2,739,117 
Rambus, Inc. (a)  11,861  248,844 
Semtech Corp. (a)  5,603  410,756 
Silicon Laboratories, Inc. (a)  24,690  3,845,221 
Synaptics, Inc. (a)  36,740  4,924,262 
Ultra Clean Holdings, Inc. (a)  13,291  616,437 
Veeco Instruments, Inc. (a)  2,690  57,835 
    35,390,684 
Software - 5.0%     
A10 Networks, Inc. (a)  46,376  433,152 
Agilysys, Inc. (a)  67,134  4,000,515 
AppFolio, Inc. (a)  1,688  276,866 
Appian Corp. Class A (a)(b)  8,829  1,517,705 
BlackLine, Inc. (a)  30,293  3,756,938 
Cloudera, Inc. (a)  158,889  2,564,468 
Cognyte Software Ltd. (a)  4,962  143,253 
CommVault Systems, Inc. (a)  58,572  3,732,794 
Cornerstone OnDemand, Inc. (a)  20,488  1,035,054 
Digital Turbine, Inc. (a)  43,761  3,613,346 
Domo, Inc. Class B (a)  29,117  1,855,626 
Ebix, Inc.  4,764  116,146 
MicroStrategy, Inc. Class A (a)(b)  2,106  1,580,363 
Progress Software Corp.  67,203  2,858,816 
Q2 Holdings, Inc. (a)  27,909  3,401,549 
SecureWorks Corp. (a)  9,080  131,024 
SPS Commerce, Inc. (a)  25,554  2,574,054 
Tenable Holdings, Inc. (a)  8,763  358,494 
Verint Systems, Inc. (a)  4,962  244,577 
Yext, Inc. (a)(b)  13,847  234,291 
    34,429,031 
Technology Hardware, Storage & Peripherals - 0.7%     
3D Systems Corp. (a)  27,064  969,974 
Avid Technology, Inc. (a)(b)  171,347  3,322,418 
Diebold Nixdorf, Inc. (a)  45,696  663,506 
    4,955,898 
TOTAL INFORMATION TECHNOLOGY    98,730,745 
MATERIALS - 4.0%     
Chemicals - 1.0%     
Avient Corp.  42,743  1,847,352 
FutureFuel Corp.  59,892  879,215 
Hawkins, Inc.  1,300  81,380 
Rayonier Advanced Materials, Inc. (a)  52,594  486,495 
Stepan Co.  23,976  2,893,663 
Tronox Holdings PLC  33,607  616,352 
    6,804,457 
Construction Materials - 0.5%     
Forterra, Inc. (a)  161,670  3,762,061 
Containers & Packaging - 0.5%     
Myers Industries, Inc.  140,294  3,106,109 
Metals & Mining - 1.8%     
Cleveland-Cliffs, Inc.  286,389  3,820,429 
Coeur d'Alene Mines Corp. (a)  69,993  630,637 
Commercial Metals Co.  86,453  2,174,293 
Materion Corp.  7,443  509,697 
Novagold Resources, Inc. (a)  55,001  459,258 
Schnitzer Steel Industries, Inc. Class A  2,338  80,755 
United States Steel Corp.  35,332  586,865 
Worthington Industries, Inc.  61,386  3,921,952 
    12,183,886 
Paper & Forest Products - 0.2%     
Schweitzer-Mauduit International, Inc.  30,020  1,401,934 
TOTAL MATERIALS    27,258,447 
REAL ESTATE - 4.9%     
Equity Real Estate Investment Trusts (REITs) - 3.4%     
Agree Realty Corp.  3,532  228,026 
American Assets Trust, Inc.  73,247  2,276,517 
Armada Hoffler Properties, Inc.  8,206  105,939 
CareTrust (REIT), Inc.  15,675  347,672 
CatchMark Timber Trust, Inc.  14,206  145,043 
City Office REIT, Inc.  7,366  74,839 
Colony Capital, Inc.  161,068  953,523 
CorePoint Lodging, Inc.  5,654  51,508 
DiamondRock Hospitality Co. (a)  18,306  185,257 
Diversified Healthcare Trust (SBI)  146,463  659,084 
EastGroup Properties, Inc.  7,938  1,080,441 
Essential Properties Realty Trust, Inc.  26,243  608,838 
Farmland Partners, Inc.  10,773  128,845 
Four Corners Property Trust, Inc.  27,783  752,641 
Gladstone Land Corp.  9,746  174,356 
Healthcare Realty Trust, Inc.  13,170  380,086 
Kite Realty Group Trust  33,792  647,793 
National Storage Affiliates Trust  54,430  2,098,277 
New Senior Investment Group, Inc.  44,153  269,775 
Potlatch Corp.  1,846  93,685 
Preferred Apartment Communities, Inc. Class A  6,590  54,236 
PS Business Parks, Inc.  19,611  2,840,849 
Retail Value, Inc.  75  1,253 
RLJ Lodging Trust  194,895  3,059,852 
Safehold, Inc.  4,317  329,171 
Service Properties Trust  19,565  251,215 
Sunstone Hotel Investors, Inc.  219,418  2,898,512 
Terreno Realty Corp.  12,641  708,402 
The GEO Group, Inc. (b)  28,998  208,786 
Xenia Hotels & Resorts, Inc.  105,667  2,110,170 
    23,724,591 
Real Estate Management & Development - 1.5%     
eXp World Holdings, Inc. (a)  22,188  1,339,933 
Gyrodyne LLC (a)  310  5,084 
Kennedy-Wilson Holdings, Inc.  57,453  1,077,818 
Marcus & Millichap, Inc. (a)  34,658  1,312,498 
Newmark Group, Inc.  265,730  2,662,615 
Rafael Holdings, Inc. (a)  1,562  55,888 
RE/MAX Holdings, Inc.  17,094  713,162 
Redfin Corp. (a)  11,219  849,727 
The RMR Group, Inc.  53,947  2,168,130 
    10,184,855 
TOTAL REAL ESTATE    33,909,446 
UTILITIES - 1.9%     
Electric Utilities - 0.3%     
Allete, Inc.  12,144  754,507 
MGE Energy, Inc.  2,468  157,212 
Otter Tail Corp.  21,482  870,451 
PNM Resources, Inc.  5,271  253,061 
    2,035,231 
Gas Utilities - 0.1%     
New Jersey Resources Corp.  16,978  667,066 
South Jersey Industries, Inc.  8,532  214,239 
    881,305 
Independent Power and Renewable Electricity Producers - 1.0%     
Atlantic Power Corp. (a)  71,002  203,776 
Clearway Energy, Inc. Class A  105,872  2,768,553 
Ormat Technologies, Inc.  29,802  2,553,137 
Sunnova Energy International, Inc. (a)  28,815  1,292,065 
    6,817,531 
Multi-Utilities - 0.1%     
Avista Corp.  13,970  561,734 
Black Hills Corp.  6,205  367,088 
NorthWestern Energy Corp.  1,628  95,205 
    1,024,027 
Water Utilities - 0.4%     
American States Water Co.  10,063  735,102 
California Water Service Group  15,233  837,053 
Consolidated Water Co., Inc.  4,065  52,642 
Middlesex Water Co.  11,989  823,285 
York Water Co.  1,060  44,107 
    2,492,189 
TOTAL UTILITIES    13,250,283 
TOTAL COMMON STOCKS     
(Cost $451,104,393)    666,926,128 
Nonconvertible Preferred Stocks - 0.0%     
INDUSTRIALS - 0.0%     
Trading Companies & Distributors - 0.0%     
WESCO International, Inc. (d)     
(Cost $34,318)  1,295  39,303 
Money Market Funds - 7.5%     
Fidelity Cash Central Fund 0.07% (e)  20,587,455  20,591,573 
Fidelity Securities Lending Cash Central Fund 0.08% (e)(f)  31,309,349  31,312,480 
TOTAL MONEY MARKET FUNDS     
(Cost $51,901,808)    51,904,053 
TOTAL INVESTMENT IN SECURITIES - 104.3%     
(Cost $503,040,519)    718,869,484 
NET OTHER ASSETS (LIABILITIES) - (4.3)%    (29,738,938) 
NET ASSETS - 100%    $689,130,546 

Futures Contracts           
  Number of contracts  Expiration Date  Notional Amount  Value  Unrealized Appreciation/(Depreciation) 
Purchased           
Equity Index Contracts           
CME E-mini Russell 2000 Index Contracts (United States)  200  March 2021  $21,992,000  $745,903  $745,903 

The notional amount of futures purchased as a percentage of Net Assets is 3.2%

Legend

 (a) Non-income producing

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

 (c) Level 3 security

 (d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

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

Affiliated Central Funds

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

Fund  Income earned 
Fidelity Cash Central Fund  $9,205 
Fidelity Securities Lending Cash Central Fund  257,252 
Total  $266,457 

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations, if applicable. Amount for Fidelity Securities Lending Cash Central Fund represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities.

Investment Valuation

The following is a summary of the inputs used, as of February 28, 2021, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

  Valuation Inputs at Reporting Date: 
Description  Total  Level 1  Level 2  Level 3 
Investments in Securities:         
Equities:         
Communication Services  $11,857,027  $11,857,027  $--  $-- 
Consumer Discretionary  97,284,720  97,284,720  --  -- 
Consumer Staples  18,966,768  18,966,768  --  -- 
Energy  19,460,880  19,460,880  --  -- 
Financials  106,261,487  106,261,487  --  -- 
Health Care  125,474,447  125,474,447  --  -- 
Industrials  114,511,181  114,511,181  --  -- 
Information Technology  98,730,745  98,730,745  --  -- 
Materials  27,258,447  27,258,447  --  -- 
Real Estate  33,909,446  33,909,446  --  -- 
Utilities  13,250,283  13,250,283  --  -- 
Money Market Funds  51,904,053  51,904,053  --  -- 
Total Investments in Securities:  $718,869,484  $718,869,484  $--  $-- 
Derivative Instruments:         
Assets         
Futures Contracts  $745,903  $745,903  $--  $-- 
Total Assets  $745,903  $745,903  $--  $-- 
Total Derivative Instruments:  $745,903  $745,903  $--  $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2021. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type  Value 
  Asset  Liability 
Equity Risk     
Futures Contracts(a)  $745,903  $0 
Total Equity Risk  745,903 
Total Value of Derivatives  $745,903  $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin on futures contracts, and the net cumulative appreciation (depreciation) is included in Total accumulated earnings (loss).

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


Financial Statements

Statement of Assets and Liabilities

    February 28, 2021 
Assets     
Investment in securities, at value (including securities loaned of $30,509,599) — See accompanying schedule:
Unaffiliated issuers (cost $451,138,711) 
$666,965,431   
Fidelity Central Funds (cost $51,901,808)  51,904,053   
Total Investment in Securities (cost $503,040,519)    $718,869,484 
Segregated cash with brokers for derivative instruments    1,254,500 
Cash    8,252 
Receivable for fund shares sold    1,002,820 
Dividends receivable    313,022 
Distributions receivable from Fidelity Central Funds    10,929 
Total assets    721,459,007 
Liabilities     
Payable for fund shares redeemed  $642,727   
Accrued management fee  367,122   
Payable for daily variation margin on futures contracts  9,637   
Other payables and accrued expenses  2,640   
Collateral on securities loaned  31,306,335   
Total liabilities    32,328,461 
Net Assets    $689,130,546 
Net Assets consist of:     
Paid in capital    $468,072,167 
Total accumulated earnings (loss)    221,058,379 
Net Assets    $689,130,546 
Net Asset Value, offering price and redemption price per share ($689,130,546 ÷ 39,847,977 shares)    $17.29 

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


Statement of Operations

    Year ended February 28, 2021 
Investment Income     
Dividends    $6,076,546 
Income from Fidelity Central Funds (including $257,252 from security lending)    266,457 
Total income    6,343,003 
Expenses     
Management fee  $3,210,039   
Independent trustees' fees and expenses  2,745   
Miscellaneous  8,804   
Total expenses before reductions  3,221,588   
Expense reductions  (363)   
Total expenses after reductions    3,221,225 
Net investment income (loss)    3,121,778 
Realized and Unrealized Gain (Loss)     
Net realized gain (loss) on:     
Investment securities:     
Unaffiliated issuers  19,899,608   
Fidelity Central Funds  (1,966)   
Futures contracts  2,534,624   
Total net realized gain (loss)    22,432,266 
Change in net unrealized appreciation (depreciation) on:     
Investment securities:     
Unaffiliated issuers  199,784,342   
Fidelity Central Funds  (492)   
Futures contracts  1,127,826   
Total change in net unrealized appreciation (depreciation)    200,911,676 
Net gain (loss)    223,343,942 
Net increase (decrease) in net assets resulting from operations    $226,465,720 

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


Statement of Changes in Net Assets

  Year ended February 28, 2021  Year ended February 29, 2020 
Increase (Decrease) in Net Assets     
Operations     
Net investment income (loss)  $3,121,778  $5,952,818 
Net realized gain (loss)  22,432,266  (222,927) 
Change in net unrealized appreciation (depreciation)  200,911,676  (58,998,241) 
Net increase (decrease) in net assets resulting from operations  226,465,720  (53,268,350) 
Distributions to shareholders  (3,468,457)  (5,905,233) 
Share transactions     
Proceeds from sales of shares  106,402,264  51,342,519 
Reinvestment of distributions  3,296,821  5,607,999 
Cost of shares redeemed  (159,526,301)  (182,987,536) 
Net increase (decrease) in net assets resulting from share transactions  (49,827,216)  (126,037,018) 
Total increase (decrease) in net assets  173,170,047  (185,210,601) 
Net Assets     
Beginning of period  515,960,499  701,171,100 
End of period  $689,130,546  $515,960,499 
Other Information     
Shares     
Sold  7,884,913  4,135,743 
Issued in reinvestment of distributions  214,777  426,140 
Redeemed  (13,863,858)  (14,743,945) 
Net increase (decrease)  (5,764,168)  (10,182,062) 

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


Financial Highlights

Fidelity Small Cap Enhanced Index Fund

           
Years ended February 28,  2021  2020 A  2019  2018  2017 
Selected Per–Share Data           
Net asset value, beginning of period  $11.31  $12.57  $13.81  $14.32  $10.99 
Income from Investment Operations           
Net investment income (loss)B  .08  .12  .11  .12  .12 
Net realized and unrealized gain (loss)  5.99  (1.26)  .31  .56  3.31 
Total from investment operations  6.07  (1.14)  .42  .68  3.43 
Distributions from net investment income  (.09)  (.12)  (.12)  (.13)  (.10) 
Distributions from net realized gain  –  –  (1.54)  (1.06)  – 
Total distributions  (.09)  (.12)  (1.66)  (1.19)  (.10) 
Redemption fees added to paid in capitalB  –  –  –  –  C 
Net asset value, end of period  $17.29  $11.31  $12.57  $13.81  $14.32 
Total ReturnD  53.78%  (9.18)%  4.01%  4.95%  31.15% 
Ratios to Average Net AssetsE,F           
Expenses before reductions  .64%  .64%  .64%  .64%  .67% 
Expenses net of fee waivers, if any  .64%  .64%  .64%  .64%  .67% 
Expenses net of all reductions  .64%  .64%  .64%  .64%  .67% 
Net investment income (loss)  .62%  .94%  .84%  .89%  .93% 
Supplemental Data           
Net assets, end of period (000 omitted)  $689,131  $515,960  $701,171  $762,811  $1,210,189 
Portfolio turnover rateG  44%  79%  88%  100%  76% 

 A For the year ended February 29.

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

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

 E Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.

 F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment advisor, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.

 G Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

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


Notes to Financial Statements

For the period ended February 28, 2021

1. Organization.

Fidelity Small Cap Enhanced Index Fund (the Fund) is a fund of Fidelity Commonwealth Trust II (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust.

2. Significant Accounting Policies.

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

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

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

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

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

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

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 28, 2021, is included at the end of the Fund's Schedule of Investments.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2021, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, passive foreign investment companies (PFIC), market discount, capital loss carryforwards, partnerships (including allocations from Fidelity Central Funds), and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation  $236,362,338 
Gross unrealized depreciation  (21,863,240) 
Net unrealized appreciation (depreciation)  $214,499,098 
Tax Cost  $504,370,386 

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

Undistributed long-term capital gain  $7,127,143 
Net unrealized appreciation (depreciation) on securities and other investments  $214,499,098 

The Fund intends to elect to defer to its next fiscal year $567,862 of ordinary losses recognized during the period January 1, 2021 to February 28, 2021.

The tax character of distributions paid was as follows:

  February 28, 2021  February 28, 2020 
Ordinary Income  $3,311,815  $ 5,905,233 
Long-term Capital Gains  156,642  – 
Total  $3,468,457  $5,905,233 

3. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Cash deposited to meet initial margin requirements is presented as segregated cash with brokers for derivative instruments in the Statement of Assets and Liabilities.

4. Purchases and Sales of Investments.

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

  Purchases ($)  Sales ($) 
Fidelity Small Cap Enhanced Index Fund  218,183,744  277,678,933 

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC(the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The Fund pays an all-inclusive management fee based on annual rate of .64% of the Fund's average net assets; and the investment adviser pays all ordinary operating expenses of the Fund, except fees and expenses of the independent Trustees and certain miscellaneous expenses such as proxy and shareholder meeting expenses. The management fee is reduced by an amount equal to the fees and expenses paid by the Fund to the independent Trustees.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Funds. Geode provides discretionary investment advisory services to the Funds and is paid by the investment adviser for providing these services.

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

6. Investments in Fidelity Central Funds.

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

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

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

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations and are listed below. Effective during January 2021, commitment fees are borne by the investment advisor.

  Amount 
Fidelity Small Cap Enhanced Index Fund  $1,123 

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

8. Security Lending.

Funds lend portfolio securities from time to time in order to earn additional income. Lending agents are used, including National Financial Services (NFS), an affiliate of the investment adviser. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of a fund's daily lending revenue, for its services as lending agent. A fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, a fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of a fund and any additional required collateral is delivered to a fund on the next business day. A fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund may apply collateral received from the borrower against the obligation. A fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. Any loaned securities are identified as such in the Schedule of Investments, and the value of loaned securities and cash collateral at period end, as applicable, are presented in the Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Affiliated security lending activity, if any, was as follows:

  Total Security Lending Income Fees Paid to NFS  Security Lending Income From Securities Loaned to NFS  Value of Securities Loaned to NFS at Period End 
Fidelity Small Cap Enhanced Index Fund  $25,972  $14,948  $132,864 

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $363.

10. Other.

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

11. Coronavirus (COVID-19) Pandemic.

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

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Commonwealth Trust II and Shareholders of Fidelity Small Cap Enhanced Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity Small Cap Enhanced Index Fund (one of the funds constituting Fidelity Commonwealth Trust II, referred to hereafter as the “Fund”) as of February 28, 2021, the related statement of operations for the year ended February 28, 2021, the statement of changes in net assets for each of the two years in the period ended February 28, 2021, including the related notes, and the financial highlights for each of the five years in the period ended February 28, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 28, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended February 28, 2021 and the financial highlights for each of the five years in the period ended February 28, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 28, 2021 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

April 14, 2021



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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 309 funds. 

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust.  Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.  Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs.  The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees.  Officers and Advisory Board Members hold office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years. 

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

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

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

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

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

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

Interested Trustees*:

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

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

Bettina Doulton (1964)

Year of Election or Appointment: 2020

Trustee

Ms. Doulton also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Doulton served in a variety of positions at Fidelity Investments, including as a managing director of research (2006-2007), portfolio manager to certain Fidelity® funds (1993-2005), equity analyst and portfolio assistant (1990-1993), and research assistant (1987-1990). Ms. Doulton currently owns and operates Phi Builders + Architects and Cellardoor Winery. Previously, Ms. Doulton served as a member of the Board of Brown Capital Management, LLC (2013-2018).

Robert A. Lawrence (1952)

Year of Election or Appointment: 2020

Trustee

Acting Chairman of the Board of Trustees

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

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

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2018

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks served as Chief Operating Officer and as a member of the Board of The Depository Trust & Clearing Corporation (financial markets infrastructure), President, Chief Operating Officer and a member of the Board of The Depository Trust Company (DTC), President and a member of the Board of the National Securities Clearing Corporation (NSCC), Chief Executive Officer and a member of the Board of the Government Securities Clearing Corporation and Chief Executive Officer and a member of the Board of the Mortgage-Backed Securities Clearing Corporation. Mr. Dirks currently serves as a member of the Finance Committee (2016-present) and Board (2017-present) and is Treasurer (2018-present) of the Asolo Repertory Theatre.

Donald F. Donahue (1950)

Year of Election or Appointment: 2017

Trustee

Mr. Donahue also serves as Trustee of other Fidelity® funds. Mr. Donahue serves as President and Chief Executive Officer of Miranda Partners, LLC (risk consulting for the financial services industry, 2012-present). Previously, Mr. Donahue served as Chief Executive Officer (2006-2012), Chief Operating Officer (2003-2006) and Managing Director, Customer Marketing and Development (1999-2003) of The Depository Trust & Clearing Corporation (financial markets infrastructure). Mr. Donahue currently serves as a member (2007-present) and Co-Chairman (2016-present) of the Board of United Way of New York, a member of the Board of NYC Leadership Academy (2012-present) and a member of the Board of Advisors of Ripple Labs, Inc. (financial services, 2015-present). Mr. Donahue previously served as a member of the Advisory Board of certain Fidelity® funds (2015-2018).

Vicki L. Fuller (1957)

Year of Election or Appointment: 2020

Trustee

Ms. Fuller also serves as Trustee of other Fidelity® funds. Previously, Ms. Fuller served as a member of the Advisory Board of certain Fidelity® funds (2018-2020), Chief Investment Officer of the New York State Common Retirement Fund (2012-2018) and held a variety of positions at AllianceBernstein L.P. (global asset management, 1985-2012), including Managing Director (2006-2012) and Senior Vice President and Senior Portfolio Manager (2001-2006). Ms. Fuller currently serves as a member of the Board, Audit Committee and Nominating and Governance Committee of The Williams Companies, Inc. (natural gas infrastructure, 2018-present), as a member of the Board, Audit Committee and Nominating and Governance Committee of two Blackstone business development companies (2020-present) and as a member of the Board of Treliant, LLC (consulting, 2019-present).

Patricia L. Kampling (1959)

Year of Election or Appointment: 2020

Trustee

Ms. Kampling also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Kampling served as Chairman of the Board and Chief Executive Officer (2012-2019), President and Chief Operating Officer (2011-2012) and Executive Vice President and Chief Financial Officer (2010-2011) of Alliant Energy Corporation. Ms. Kampling currently serves as a member of the Board, Compensation Committee and Executive Committee and as Chair of the Audit Committee of Briggs & Stratton Corporation (manufacturing, 2011-present) and as a member of the Board, Audit, Finance and Risk Committee and Safety, Environmental, Technology and Operations Committee of American Water Works Company, Inc. (utilities company, 2019-present). In addition, Ms. Kampling currently serves as a member of the Board of the Nature Conservancy, Wisconsin Chapter (2019-present). Previously, Ms. Kampling served as a Member of the Advisory Board of certain Fidelity® funds (2020), a member of the Board of Interstate Power and Light Company (2012-2019) and Wisconsin Power and Light Company (2012-2019) (each a subsidiary of Alliant Energy Corporation) and as a member of the Board and Workforce Development Committee of the Business Roundtable (2018-2019).

Thomas A. Kennedy (1955)

Year of Election or Appointment: 2021

Trustee

Mr. Kennedy also serves as Trustee of other Fidelity® funds. Previously, Mr. Kennedy served as a Member of the Advisory Board of certain Fidelity® funds (2020) and held a variety of positions at Raytheon Company (aerospace and defense, 1983-2020), including Chairman and Chief Executive Officer (2014-2020) and Executive Vice President and Chief Operating Officer (2013-2014). Mr. Kennedy currently serves as Executive Chairman of the Board of Directors of Raytheon Technologies Corporation (aerospace and defense, 2020-present). He is also a member of the Rutgers School of Engineering Industry Advisory Board (2011-present) and a member of the UCLA Engineering Dean’s Executive Board (2016-present).

Garnett A. Smith (1947)

Year of Election or Appointment: 2017

Trustee

Mr. Smith also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Smith served as Chairman and Chief Executive Officer (1990-1997) and President (1986-1990) of Inbrand Corp. (manufacturer of personal absorbent products). Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank (now Bank of America). Mr. Smith previously served as a member of the Advisory Board of certain Fidelity® funds (2012-2013).

David M. Thomas (1949)

Year of Election or Appointment: 2018

Trustee

Lead Independent Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). Mr. Thomas currently serves as Non-Executive Chairman of the Board of Fortune Brands Home and Security (home and security products, 2011-present), and a member of the Board (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication).

Susan Tomasky (1953)

Year of Election or Appointment: 2020

Trustee

Ms. Tomasky also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Tomasky served in various executive officer positions at American Electric Power Company, Inc. (1998-2011), including most recently as President of AEP Transmission (2007-2011). Ms. Tomasky currently serves as a member of the Board and Sustainability Committee and as Chair of the Audit Committee of Marathon Petroleum Corporation (2018-present) and as a member of the Board, Corporate Governance Committee and Organization and Compensation Committee and as Chair of the Audit Committee of Public Service Enterprise Group, Inc. (utilities company, 2012-present). In addition, Ms. Tomasky currently serves as a member of the Board of the Columbus Regional Airport Authority (2007-present), as a member of the Board of the Royal Shakespeare Company – America (2009-present), as a member of the Board of the Columbus Association for the Performing Arts (2011-present) and as a member of the Board of Kenyon College (2016-present). Previously, Ms. Tomasky served as a Member of the Advisory Board of certain Fidelity® funds (2020), a member of the Board (2011-2019) and as Lead Independent Director (2015-2018) of Andeavor Corporation (previously Tesoro Corporation) (independent oil refiner and marketer) and as a member of the Board of Summit Midstream Partners LP (energy, 2012-2018).

Michael E. Wiley (1950)

Year of Election or Appointment: 2017

Trustee

Mr. Wiley also serves as Trustee of other Fidelity® funds. Previously, Mr. Wiley served as a member of the Advisory Board of certain Fidelity® funds (2018-2020), Chairman, President and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004). Mr. Wiley also previously served as a member of the Board of Andeavor Corporation (independent oil refiner and marketer, 2005-2018), a member of the Board of Andeavor Logistics LP (natural resources logistics, 2015-2018) and a member of the Board of High Point Resources (exploration and production, 2005-2020).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2021

Member of the Advisory Board

Mr. Lautenbach also serves as a Member of the Advisory Board of other Fidelity® funds. Mr. Lautenbach currently serves as Chair of the Board of Governors, State University System of Florida (2013-present) and is a member of the Council on Foreign Relations (1994-present). He is also a member and has in the past served as Chairman of the Board of Directors of Artis-Naples (2012-present). Previously, Mr. Lautenbach served as a Trustee of certain Fidelity® funds (2000-2020) and a member and then Lead Director of the Board of Directors of Eaton Corporation (diversified industrial, 1997-2016). He was also a Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010); as well as Director of Sony Corporation (2006-2007). In addition, Mr. Lautenbach had a 30-year career with IBM (technology company), during which time he served as Senior Vice President and as a member of the Corporate Executive Committee (1968-1998).

Peter S. Lynch (1944)

Year of Election or Appointment: 2018

Member of the Advisory Board

Mr. Lynch also serves as a Member of the Advisory Board of other Fidelity® funds. Mr. Lynch is Vice Chairman and a Director of Fidelity Management & Research Company LLC (investment adviser firm). In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served as Vice Chairman and a Director of FMR Co., Inc. (investment adviser firm) and on the Special Olympics International Board of Directors (1997-2006).

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

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

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

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

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Secretary and CLO of certain funds (2018-2019); CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-2019); CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-2019); and Assistant Secretary of certain funds (2009-2018).

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Mr. Cohen also serves as Vice President of other funds. Mr. Cohen serves as Co-Head of Equity (2018-present), a Director of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present), and is an employee of Fidelity Investments. Previously, Mr. Cohen served as Executive Vice President of Fidelity SelectCo, LLC (2019), Head of Global Equity Research (2016-2018), Chief Investment Officer - Equity and a Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2013-2015) and as a Director of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2017).

Jonathan Davis (1968)

Year of Election or Appointment: 2017

Assistant Treasurer

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

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Previously, Ms. Del Prato served as President and Treasurer of The North Carolina Capital Management Trust: Cash Portfolio and Term Portfolio (2018-2020). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2020

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Ms. Holding also serves as Vice President of other funds. Ms. Holding serves as Co-Head of Equity (2018-present) and is an employee of Fidelity Investments (2013-present). Previously, Ms. Holding served as Executive Vice President of Fidelity SelectCo, LLC (2019) and as Chief Investment Officer of Fidelity Institutional Asset Management (2013-2018).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

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

Chris Maher (1972)

Year of Election or Appointment: 2020

Deputy Treasurer

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

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2020

Chief Compliance Officer

Mr. Pogorelec also serves as Chief Compliance Officer of other funds. Mr. Pogorelec is a senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2006-present). Previously, Mr. Pogorelec served as Vice President, Associate General Counsel for Fidelity Investments (2010-2020) and Assistant Secretary of certain Fidelity funds (2015-2020).

Brett Segaloff (1972)

Year of Election or Appointment: 2021

Anti-Money Laundering (AML) Officer

Mr. Segaloff also serves as an AML Officer of other funds and other related entities. He is Director, Anti-Money Laundering (2007-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments (1996-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2018

President and Treasurer

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

Marc L. Spector (1972)

Year of Election or Appointment: 2017

Assistant Treasurer

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

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

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

Shareholder Expense Example

As a shareholder, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or redemption proceeds, as applicable and (2) ongoing costs, which generally include management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2020 to February 28, 2021).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

  Annualized Expense Ratio-A  Beginning
Account Value
September 1, 2020 
Ending
Account Value
February 28, 2021 
Expenses Paid
During Period-B
September 1, 2020
to February 28, 2021 
Fidelity Small Cap Enhanced Index Fund  .64%       
Actual    $1,000.00  $1,441.00  $3.87 
Hypothetical-C    $1,000.00  $1,021.62  $3.21 

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

 B Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/ 365 (to reflect the one-half year period). The fees and expenses of any Underlying Funds are not included in each annualized expense ratio.

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Enhanced Index Fund voted to pay on April 12, 2021, to shareholders of record at the opening of business on April 9, 2021, a distribution of $0.172 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2021, $7,286,715, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 100% of the dividend distributed in December during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2022 of amounts for use in preparing 2021 income tax returns.

Board Approval of Investment Advisory Contracts

Fidelity Small Cap Enhanced Index Fund

At its January 2021 meeting, the Board of Trustees, including the Independent Trustees (together, the Board), voted to continue the management contract with Fidelity Management & Research Company LLC (FMR), and the sub-advisory agreements and sub-subadvisory agreements, in each case, where applicable (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement with Geode Capital Management, LLC, for four months from February 1, 2021 through May 31, 2021, in connection with changes to the Board's meeting calendar.

The Board considered that the approval of the fund's Advisory Contracts will not result in any changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the fees and expenses paid by shareholders; (iii) the nature, extent or quality of services provided under the fund's Advisory Contracts; or (iv) the day-to-day management of the fund or the persons primarily responsible for such management. The Board also considered that since its last approval of the fund's Advisory Contracts, FMR had provided additional information on the fund in support of the annual contract renewal process, including competitive analyses on total expenses and management fees and in-depth reviews of fund performance and fund profitability information. The Board also considered the findings of certain ad hoc committees that had been previously formed to discuss matters relevant to all of the Fidelity funds, including economies of scale, fall-out benefits and retail vs. institutional funds. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be renewed, without modification, through May 31, 2021, with the understanding that the Board will consider the annual renewal for a full one year period in May 2021.

In connection with its consideration of future renewals of the fund's Advisory Contracts, the Board will consider: (i) the nature, extent and quality of services provided to the funds, including shareholder and administrative services and investment performance; (ii) the competitiveness of the management fee and total expenses for the fund; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders, to the extent applicable; and (iv) whether there have been economies of scale in respect of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is the potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the fund's management fee structure is fair and reasonable, and that the continuation of the fund's Advisory Contracts should be approved for four months from February 1, 2021 through May 31, 2021.

Liquidity Risk Management Program

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

The Fund has adopted and implemented a liquidity risk management program pursuant to the Liquidity Rule (the Program) effective December 1, 2018. The Program is reasonably designed to assess and manage the Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule. The Fund’s Board of Trustees (the Board) has designated the Fund’s investment adviser as administrator of the Program. The Fidelity advisers have established a Liquidity Risk Management Committee (the LRM Committee) to manage the Program for each of the Fidelity Funds. The LRM Committee monitors the adequacy and effectiveness of implementation of the Program and on a periodic basis assesses each Fund’s liquidity risk based on a variety of factors including (1) the Fund’s investment strategy, (2) portfolio liquidity and cash flow projections during normal and reasonably foreseeable stressed conditions, (3) shareholder redemptions, (4) borrowings and other funding sources and (5) in the case of exchange-traded funds, certain additional factors including the effect of the Fund’s prices and spreads, market participants, and basket compositions on the overall liquidity of the Fund’s portfolio, as applicable.

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

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

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

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

At a recent meeting of the Fund’s Board of Trustees, the LRM Committee provided a written report to the Board pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the annual period from December 1, 2019 through November 30, 2020. The report concluded that the Program has been implemented and is operating effectively and is reasonably designed to assess and manage the Fund’s liquidity risk.

Proxy Voting Results

A special meeting of shareholders was held on June 9, 2020. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

  # of
Votes 
% of
Votes 
Dennis J. Dirks 
Affirmative  5,574,535,287.469  92.763 
Withheld  434,874,126.147  7.237 
TOTAL  6,009,409,413.616  100.000 
Donald F. Donahue 
Affirmative  5,580,170,513.183  92.857 
Withheld  429,238,900.432  7.143 
TOTAL  6,009,409,413.616  100.000 
Bettina Doulton 
Affirmative  5,613,263,967.947  93.408 
Withheld  396,145,445.669  6.592 
TOTAL  6,009,409,413.616  100.000 
Vicki L. Fuller 
Affirmative  5,634,796,072.779  93.766 
Withheld  374,613,340.837  6.234 
TOTAL  6,009,409,413.616  100.00 
Patricia L. Kampling 
Affirmative  5,595,247,247.638  93.108 
Withheld  414,162,165.978  6.892 
TOTAL  6,009,409,413.616  100.000 
Alan J. Lacy 
Affirmative  5,547,430,383.934  92.312 
Withheld  461,979,029.681  7.688 
TOTAL  6,009,409,413.616  100.000 
Ned C. Lautenbach 
Affirmative  5,444,850,891.997  90.605 
Withheld  564,558,521.619  9.395 
TOTAL  6,009,409,413.616  100.000 
Robert A. Lawrence 
Affirmative  5,556,314,439.390  92.460 
Withheld  453,094,974.226  7.540 
TOTAL  6,009,409,413.616  100.000 
Joseph Mauriello 
Affirmative  5,511,594,508.749  91.716 
Withheld  497,814,904.867  8.284 
TOTAL  6,009,409,413.616  100.000 
Cornelia M. Small 
Affirmative  5,567,879,551.358  92.653 
Withheld  441,529,862.258  7.347 
TOTAL  6,009,409,413.616  100.000 
Garnett A. Smith 
Affirmative  5,533,904,369.353  92.087 
Withheld  475,505,044.262  7.913 
TOTAL  6,009,409,413.616  100.000 
David M. Thomas 
Affirmative  5,540,360,344.547  92.195 
Withheld  469,049,069.069  7.805 
TOTAL  6,009,409,413.616  100.000 
Susan Tomasky 
Affirmative  5,600,660,192.156  93.198 
Withheld  408,749,221.459  6.802 
TOTAL  6,009,409,413.616  100.000 
Michael E. Wiley 
Affirmative  5,540,897,405.806  92.204 
Withheld  468,512,007.810  7.796 
TOTAL  6,009,409,413.616  100.000 
Proposal 1 reflects trust wide proposal and voting results. 





FIDELITY INVESTMENTS

SCE-ANN-0421
1.9885266.104


Item 2.

Code of Ethics


As of the end of the period, February 28, 2021, Fidelity Commonwealth Trust II (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Donald F. Donahue is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Mr. Donahue is independent for purposes of Item 3 of Form N-CSR.  



Item 4.  

Principal Accountant Fees and Services


Fees and Services


The following table presents fees billed by PricewaterhouseCoopers LLP (PwC) in each of the last two fiscal years for services rendered to Fidelity Small Cap Enhanced Index Fund (the Fund):


Services Billed by PwC


February 28, 2021 FeesA


Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Small Cap Enhanced Index Fund

$36,900  

$3,300

 $9,000   

$1,300



February 29, 2020 FeesA


Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Small Cap Enhanced Index Fund

$37,600  

$3,600

 $9,000   

$1,500



A Amounts may reflect rounding.


The following table(s) present(s) fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund(s) and that are rendered on behalf of Fidelity Management & Research Company LLC ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily



portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund(s) (Fund Service Providers):


Services Billed by PwC




February 28, 2021A

February 29, 2020A

Audit-Related Fees

 $9,436,200

 $7,927,700

Tax Fees

$14,300

$28,000

All Other Fees

$-

$-


A Amounts may reflect rounding.


Audit-Related Fees represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.


Tax Fees represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.


All Other Fees represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.  


Assurance services must be performed by an independent public accountant.


* * *


The aggregate non-audit fees billed by PwC for services rendered to the Fund(s), FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund(s) are as follows:


Billed By

February 28, 2021A

February 29, 2020A

PwC

$14,539,000

$12,607,500


A Amounts may reflect rounding.


The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its(their) audit of the Fund(s), taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund(s) and its(their) related entities and FMRs review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund(s) Service Providers.


Audit Committee Pre-Approval Policies and Procedures

 

The trusts Audit Committee must pre-approve all audit and non-audit services provided by a funds independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.


The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committees consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided.


All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chairs absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.


Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee periodically.


Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (De Minimis Exception)


There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds(s) last two fiscal years relating to services provided to (i) the Fund(s) or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund(s).



Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable.


Item 7.

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


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

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


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the trusts Board of Trustees.


Item 11.

Controls and Procedures


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


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


Item 12.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies


Not applicable.


Item 13.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)


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




SIGNATURES


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


Fidelity Commonwealth Trust II



By:

/s/Stacie M. Smith


Stacie M. Smith


President and Treasurer



Date:

April 21, 2021


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



By:

/s/Stacie M. Smith


Stacie M. Smith


President and Treasurer



Date:

April 21, 2021



By:

/s/John J. Burke III


John J. Burke III


Chief Financial Officer



Date:

April 21, 2021

 






                                                      Exhibit EX-99.CERT

     

I, Stacie M. Smith, certify that:


1.

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

2.

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

3.

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

4.

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

a.

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

b.

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

c.

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

d.

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.

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

a.

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

b.

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


Date:

 April 21, 2021

/s/Stacie M. Smith

Stacie M. Smith

President and Treasurer



I, John J. Burke III, certify that:

1.

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

2.

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

3.

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

4.

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

a.

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

 b.

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

c.

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

d.

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.

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



a.

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

b.

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


Date:

April 21, 2021

/s/John J. Burke III

John J. Burke III

Chief Financial Officer








Exhibit EX-99.906CERT



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


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


1.

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

2.

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


Dated: April 21, 2021



/s/Stacie M. Smith

Stacie M. Smith

President and Treasurer



 

Dated: April 21, 2021



/s/John J. Burke III

John J. Burke III

Chief Financial Officer




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




EXHIBIT EX-99.CODE ETH


FIDELITY FUNDS’ CODE OF ETHICS FOR

PRESIDENT, TREASURER AND PRINCIPAL ACCOUNTING OFFICER



I.  Purposes of the Code/Covered Officers


This document constitutes the Code of Ethics (Code) adopted by the Fidelity Funds (Funds) pursuant to the provisions of Rule 30b2-1(a) under the Investment Company Act of 1940), which Rule implements Sections 406 of the Sarbanes-Oxley Act of 2002 with respect to registered investment companies.  The Code applies to the Fidelity Funds’ President and Treasurer, and Chief Financial Officer (Covered Officers).  Fidelity’s Ethics Office, a part of Corporate Compliance Group within Core Compliance, administers the Code.


The purposes of the Code are to deter wrongdoing and to promote, on the part of the Covered Officers:


·

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fidelity Funds submit to the Securities and Exchange Commission (SEC), and in other public communications by a Fidelity Fund;

·

compliance with applicable laws and governmental rules and regulations;

·

the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

·

accountability for adherence to the Code.


Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.


II.

Covered Officers Should Handle Ethically

Actual and Apparent Conflicts of Interest


Overview.  A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Fidelity Funds.  For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fidelity Funds.  


Certain conflicts of interest arise out of the relationships between Covered Officers and the Fidelity Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (Investment Company Act) and the Investment Advisers Act of 1940 (Investment Advisers Act).  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fidelity Fund because of their status as “affiliated persons” of the Fund.  Separate compliance programs and procedures of the Fidelity Funds, Fidelity Management & Research Company (FMR) and the other Fidelity companies are designed to prevent, or identify and correct, violations of these provisions.  This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.


Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company) of which the Covered Officers are also officers or employees.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fidelity Funds, FMR or another Fidelity company), be involved in establishing policies and implementing decisions that have different effects on the Fidelity Funds, FMR and other Fidelity companies.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company), and is consistent with the performance by the Covered Officers of their duties as officers of the Fidelity Funds.  Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Funds’ Board of Trustees (Board) that the Covered Officers also may be officers or employees of one or more other Fidelity Funds covered by this Code.


Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.  The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive.  The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fidelity Fund.  


*               *               *


Each Covered Officer must:


·

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by any Fidelity Fund whereby the Covered Officer would benefit personally to the detriment of any Fidelity Fund;

·

not cause a Fidelity Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fidelity Fund;

·

not engage in any outside business activity, including serving as a director or trustee, that prevents the Covered Officer from devoting appropriate time and attention to the Covered Officer’s responsibilities with the Fidelity Funds;

·

not have a consulting or employment relationship with any of the Fidelity Funds’ service providers that are not affiliated with Fidelity; and

·

not retaliate against any employee or Covered Officer for reports of actual or potential misconduct, which are made in good faith.


With respect to other fact patterns, if a Covered Officer is in doubt, other potential conflict of interest situations should be described immediately to the Fidelity Ethics Office for resolution.  Similarly, any questions a Covered Officer has generally regarding the application or interpretation of the Code should be directed to the Fidelity Ethics Office immediately.


III.  Disclosure and Compliance


·

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fidelity Funds.

·

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about any Fidelity Fund to others, whether within or outside Fidelity, including to the Board and auditors, and to governmental regulators and self-regulatory organizations;

·

Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fidelity Funds, FMR and the Fidelity service providers, and with the Board’s Compliance Committee,  with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fidelity Funds file with, or submit to, the SEC and in other public communications made by the Fidelity Funds; and

·

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.


IV.  Reporting and Accountability


Each Covered Officer must:


·

upon receipt of the Code, and annually thereafter, submit to the Fidelity Ethics Office an acknowledgement stating that he or she has received, read, and understands the Code; and

·

notify the Fidelity Ethics Office promptly if he or she knows of any violation of the Code.  Failure to do so is itself a violation of this Code.  


The Fidelity Ethics Office shall take all action it considers appropriate to investigate any actual or potential violations reported to it.  Upon completion of the investigation, if necessary, the matter will be reviewed with senior management or other appropriate parties, and a determination will be made as to whether any action should be taken as detailed below.  The Covered Officer will be informed of any action determined to be appropriate.  The Fidelity Ethics Office will inform the Personal Trading Committee of all Code violations and actions taken in response.  Without implied limitation, appropriate remedial, disciplinary or preventive action may include a written warning, a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.  Additionally, other legal remedies may be pursued.  


The policies and procedures described in the Code do not create any obligations to any person or entity other than the Fidelity Funds.  The Code is intended solely for the internal use by the Fidelity Funds and does not constitute a promise, contract or an admission by or on behalf of any Fidelity Fund as to any fact, circumstance, or legal conclusion.  The Fidelity Funds, the Fidelity companies and the Fidelity Chief Ethics Officer retain the discretion to decide whether the Code applies to a specific situation, and how it should be interpreted.


V.  Oversight


Material violations of this Code will be reported promptly by FMR to the Board’s Compliance Committee.  In addition, at least once each year, FMR will provide a written report to the Board, which describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and action taken in response to the material violations.



VI.  Other Policies and Procedures


This Code shall be the sole code of ethics adopted by the Fidelity Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.  Other Fidelity policies or procedures that cover the behavior or activities of Covered Officers are separate requirements applying to the Covered Officers (and others), and are not part of this Code.  


VII.  Amendments


Any material amendments or changes to this Code must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not interested persons of the Fidelity Funds.


VIII.  Records and Confidentiality


Records of any violation of the Code and of the actions taken as a result of such violations will be kept by the Fidelity Ethics Office.  All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fidelity Ethics Office, the Personal Trading Committee, the Board, appropriate personnel at the relevant Fidelity company or companies and the legal counsel of any or all of the foregoing.