0001193125-18-307602 Sample Contracts

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • October 25th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 13th day of September, 2018, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Fidelity Emerging Markets 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 FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • October 25th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 13th day of September, 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 Emerging Markets Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS FIDELITY EMERGING MARKETS FUND and STRATEGIC ADVISERS LLC
Management Contract • October 25th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 13th day of September, 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 Emerging Markets 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.

FORM OF SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and FIL INVESTMENT ADVISORS
Sub-Advisory Agreement • October 25th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 18th day of October, 2016 by and between FIL Investment Advisors (UK) Limited, Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom (hereinafter called the “UK Sub-Advisor”) and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda (hereinafter called the “Sub-Advisor”).

STRATEGIC ADVISERS FIDELITY EMERGING MARKETS FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • October 25th, 2018 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of September 13, 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 Emerging Markets Fund (the “Fund”), and Strategic Advisers LLC (the “Manager”).

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