0001379491-19-003511 Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 26th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 5th day of June, 2019, 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 International Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts (“Distributors”).

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • July 26th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, is made as of this 1st day of April, 2019 by and 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 FIAM LLC (“Sub-Adviser”), a Delaware limited liability company, and amends and restates the Amended and Restated Investment Sub-Advisory Agreement among the parties for the Fund dated as of September 1st, 2018.

AMENDED AND RESTATED INVESTMENT SUB-SUBADVISORY AGREEMENT Between and Among
Investment Sub-Subadvisory Agreement • July 26th, 2019 • Fidelity Rutland Square Trust II • Maryland

This INVESTMENT SUB-SUBADVISORY AGREEMENT (“Agreement”), is dated as of the close of business on March 7, 2017, and amended and restated on September 13, 2018, between and among T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.

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