0001379491-18-003754 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG
Investment  sub-Advisory Agreement • July 26th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 29th day of July, 2016 among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. (''Adviser"), a Massachusetts corporation, and Victory Capital Management Inc. ("Sub-Adviser"), a New York corporation.

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GENERAL DISTRIBUTION AGREEMENT between
General Distribution Agreement • July 26th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 8th day of March, 2018, 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 U.S. Total Stock Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS FIDELITY U.S. TOTAL STOCK FUND and STRATEGIC ADVISERS, INC.
Management Contract • July 26th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 8th day of March, 2018, 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 Fidelity U.S. Total Stock Fund (hereinafter called the “Portfolio”), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

STRATEGIC ADVISERS VALUE FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • July 26th, 2018 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (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 Value Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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