0001379491-20-001565 Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • April 24th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

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”).

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PGIM, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 24th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

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.

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, ALLIANCEBERNSTEIN L.P. AND FIDELITY RUTLAND SQUARE TRUST II
Sub-Advisory Agreement • April 24th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

THIS AGREEMENT, made as of this 13th day of November, 2019 by and 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 AllianceBernstein L.P. (“Sub-Adviser”), a Delaware limited partnership.

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