Fidelity Rutland Square Trust II Sample Contracts

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and FIAM LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, CLARIVEST ASSET MANAGEMENT LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and ClariVest Asset Management LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIGENERAL DISTRIBUTION AGREEMENT between (July 28th, 2020)

AGREEMENT made this 3rd day of June, 2020, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Strategic Advisers Large Cap Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Rutland Square Trust IIAMENDED AND RESTATED INVESTMENT SUB-SUBADVISORY AGREEMENT AMONG SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED, AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT, made this 1st day of July, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Emerging Markets Fund (the “Fund”), Schroder Investment Management North America Inc. (“Sub-Adviser”), a Delaware corporation, and Schroder Investment Management North America Limited (“Sub-Subadviser”), a UK Corporation, amends and restates an Investment Sub-Subadvisory Agreement among the parties dated September 13, 2018.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and J.P. Morgan Investment Management Inc. (“Sub-Adviser”), a Delaware corporation.

Fidelity Rutland Square Trust IIAMENDED AND RESTATED SUB-SUBADVISORY AGREEMENT between FIAM LLC and FMR INVESTMENT MANAGEMENT (U.K.) LIMITED (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT as of this 3rd day of June, 2020, by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the “Sub-advisor”), and FMR Investment Management (U.K.) Limited (hereinafter called the “Sub-Subadvisor”), amends and restates a Sub-Subadvisory Agreement between the parties dated as of December 13, 2017.

Fidelity Rutland Square Trust IIAMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG (July 28th, 2020)
Fidelity Rutland Square Trust IIAMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, LSV ASSET MANAGEMENT AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Core Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and LSV Asset Management (“Sub-Adviser”), a Delaware general partnership, amends and restates an Investment Sub-Advisory Agreement among the parties dated September 4, 2014, as amended and restated for the Fund on October 1, 2014, September 6, 2017, March 8, 2018, and October 1, 2019.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PRINCIPAL GLOBAL INVESTORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Core Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Principal Global Investors, LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PRINCIPAL GLOBAL INVESTORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Growth Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Principal Global Investors, LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIAMENDED AND RESTATED SUB-SUBADVISORY AGREEMENT (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT as of this 3rd day of June, 2020, by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the “Sub-advisor”), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the “Sub-Subadvisor”), amends and restates a Sub-Subadvisory Agreement between the parties dated as of December 13, 2017.

Fidelity Rutland Square Trust IIAMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, LSV ASSET MANAGEMENT AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Value Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and LSV Asset Management (“Sub-Adviser”), a Delaware general partnership, and amends and restates an Investment Sub-Advisory Agreement among the parties dated March 5, 2010, as amended and restated for the Fund on September 8, 2011, October 1, 2014, September 6, 2017, March 8, 2018 and October 1, 2019.

Fidelity Rutland Square Trust IISTRATEGIC ADVISERS LARGE CAP FUND MANAGEMENT FEE WAIVER AGREEMENT (July 28th, 2020)

This Management Fee Waiver Agreement, dated as of June 3, 2020 (the “Agreement”), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of Strategic Advisers Large Cap Fund (the “Fund”), and Strategic Advisers LLC (the “Manager”).

Fidelity Rutland Square Trust IIAMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, THOMPSON, SIEGEL & WALMSLEY LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers International Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Thompson, Siegel & Walmsley LLC (“Sub-Adviser”), a Delaware limited liability company, amends and restates the Investment Sub-Advisory Agreement among the parties dated February 25, 2019, and as amended and restated for the Fund on October 1, 2019.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Brandywine Global Investment Management, LLC (“Sub-Adviser”), a Delaware Limited Liability Company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, INVESCO ADVISERS, INC. AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Invesco Advisers, Inc. (“Sub-Adviser”), a Delaware corporation.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PGIM, INC. AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 4th day of December, 2019, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Income Opportunities Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Sub-Adviser”), a New Jersey corporation.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PINEBRIDGE INVESTMENTS LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of the Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and PineBridge Investments LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, LSV ASSET MANAGEMENT AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and LSV Asset Management (“Sub-Adviser”), a Delaware general partnership.

Fidelity Rutland Square Trust IIMANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS LARGE CAP FUND and STRATEGIC ADVISERS LLC (July 28th, 2020)

AGREEMENT made this 3rd day of June, 2020, by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Strategic Advisers Large Cap Fund (hereinafter called the “Portfolio”), and Strategic Advisers LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, GEODE CAPITAL MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Geode Capital Management, LLC (“Sub-Adviser”), a Delaware Limited Liability Company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, ALLIANCEBERNSTEIN L.P. AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made as of this 3rd day of June, 2020 by and among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and AllianceBernstein L.P. (“Sub-Adviser”), a Delaware limited partnership.

Fidelity Rutland Square Trust IIFORM OF AMENDED AND RESTATED SUB-SUBADVISORY AGREEMENT between FIAM LLC and FIDELITY MANAGEMENT & RESEARCH (Japan) LIMITED (July 28th, 2020)

THIS AMENDED AND RESTATED AGREEMENT as of this [_____], by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the “Sub-advisor”), and Fidelity Management & Research (Japan) Limited (hereinafter called the “Sub-Subadvisor”), amends and restates a Sub-Subadvisory Agreement between the parties dated as of [_____].

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, ARISTOTLE CAPITAL MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability, and Aristotle Capital Management, LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PRINCIPAL GLOBAL INVESTORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Principal Global Investors, LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, LOOMIS, SAYLES & COMPANY, L.P. AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Loomis, Sayles & Company, L.P. (“Sub-Adviser”), a Delaware limited partnership.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, (July 28th, 2020)

THIS AGREEMENT, made this 3rd day of June, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of the Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and T. Rowe Price Associates, Inc. (“Sub-Adviser”), a Maryland corporation.

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, CLEARBRIDGE INVESTMENTS, LLC AND FIDELITY RUTLAND SQUARE TRUST II (July 28th, 2020)

AGREEMENT, made this 3rd day of June, 2020 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and ClearBridge Investments, LLC (“Sub-Adviser”), a Delaware limited liability company.

Fidelity Rutland Square Trust IIAMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC (April 24th, 2020)

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Strategic Advisers Growth Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Rutland Square Trust IIAMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PGIM, INC. AND FIDELITY RUTLAND SQUARE TRUST II (April 24th, 2020)

THIS AMENDED AND RESTATED AGREEMENT, made this 1st day of October, 2019, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Core Income Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Sub-Adviser”), a New Jersey corporation, amends and restates an Investment Sub-Advisory Agreement among the parties dated March 12, 2013, as amended and restated for the Fund on September 6, 2017.

Fidelity Rutland Square Trust IIAMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC (April 24th, 2020)

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Strategic Advisers Value Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Rutland Square Trust IIAMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC (April 24th, 2020)

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Strategic Advisers Small-Mid Cap Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Rutland Square Trust IIAMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC (April 24th, 2020)

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Strategic Advisers Fidelity Core Income Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Rutland Square Trust IIAMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC (April 24th, 2020)

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Strategic Advisers Income Opportunities Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Fidelity Rutland Square Trust IIINVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PGIM, INC. AND FIDELITY RUTLAND SQUARE TRUST II (April 24th, 2020)

THIS AGREEMENT, made this 4th day of December, 2019, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Income Opportunities Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Sub-Adviser”), a New Jersey corporation.