0001379491-18-005372 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • October 4th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 7th day of June, 2018, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Fidelity Core Income Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and FIAM LLC (“Sub-Adviser”), a Delaware limited liability company.

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GENERAL DISTRIBUTION AGREEMENT between
General Distribution Agreement • October 4th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 7th day of June, 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 Core Income Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

SUB-SUBADVISORY AGREEMENT between FIAM LLC and FMR INVESTMENT MANAGEMENT (U.K.) LIMITED
Sub-Subadvisory Agreement • October 4th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT as of this 14th day of December 2017, 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”).

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS FIDELITY CORE INCOME FUND and STRATEGIC ADVISERS LLC
Management Contract • October 4th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 7th day of June, 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 Core Income 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.

MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • October 4th, 2018 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7, 2018 (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 Fidelity Core Income Fund (the “Fund”), and Strategic Advisers LLC (the “Manager”).

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