0001379491-20-003375 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II

Investment Sub-Advisory Agreement • July 28th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  July 28th, 2020
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  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 Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and FIAM LLC (“Sub-Adviser”), a Delaware limited liability company.

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, ALLIANCEBERNSTEIN L.P. AND FIDELITY RUTLAND SQUARE TRUST II

Sub-Advisory Agreement • July 28th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Sub-Advisory Agreement
• Filed
  July 28th, 2020
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

THIS AGREEMENT, made as of this 3rd day of June, 2020 by and among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Large Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and AllianceBernstein L.P. (“Sub-Adviser”), a Delaware limited partnership.

AMENDED AND RESTATED SUB-SUBADVISORY AGREEMENT between FIAM LLC and FMR INVESTMENT MANAGEMENT (U.K.) LIMITED

Sub-Subadvisory Agreement • July 28th, 2020 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Sub-Subadvisory Agreement
• Filed
  July 28th, 2020
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

THIS AMENDED AND RESTATED AGREEMENT as of this 3rd day of June, 2020, 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”), amends and restates a Sub-Subadvisory Agreement between the parties dated as of December 13, 2017.

STRATEGIC ADVISERS LARGE CAP FUND MANAGEMENT FEE WAIVER AGREEMENT

Management Fee Waiver Agreement • July 28th, 2020 • Fidelity Rutland Square Trust II

• Contract Type
  Management Fee Waiver Agreement
• Filed
  July 28th, 2020
• Company
  Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 3, 2020 (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 Large Cap Fund (the “Fund”), and Strategic Advisers LLC (the “Manager”).