0001379491-20-003302 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between
General Distribution Agreement • July 27th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

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”).

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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PRINCIPAL GLOBAL INVESTORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • July 27th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

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.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS LARGE CAP FUND and STRATEGIC ADVISERS LLC
Management Contract • July 27th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

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.

AMENDED 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
Investment Sub-Subadvisory Agreement • July 27th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

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.

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