0001364924-24-000135 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • May 3rd, 2024 • Fidelity Rutland Square Trust II

AGREEMENT made this 7th day of March, 2024, 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 U.S. Total Stock 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, BLACKROCK INVESTMENT MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • May 3rd, 2024 • Fidelity Rutland Square Trust II

This AGREEMENT (this “Agreement”), made this 7th day of March, 2024 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers U.S. Total Stock Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and BlackRock Investment Management, LLC (“Sub-Adviser”), a Delaware limited liability company.

FORM OF SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • May 3rd, 2024 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT as of this [_____], by and between Fidelity Diversifying Solutions LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, MA (hereinafter called the “Sub-Advisor”), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the “Sub-Subadvisor”).

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS U.S. TOTAL STOCK FUND and STRATEGIC ADVISERS LLC
Management Contract • May 3rd, 2024 • Fidelity Rutland Square Trust II

AGREEMENT made this 7th day of March, 2024, 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 U.S. Total Stock 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 • May 3rd, 2024 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 7th day of March 2024, by and between FIL Investment Advisors (UK) Limited, Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP, 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”).

SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • May 3rd, 2024 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT as of this 7th day of June 2018, 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 Fidelity Management & Research (Hong Kong) Limited (hereinafter called the “Sub-Subadvisor”).

STRATEGIC ADVISERS U.S. TOTAL STOCK FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • May 3rd, 2024 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of March 7, 2024 (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 U.S. Total Stock Fund (the “Fund”), and Strategic Advisers LLC (the “Manager”).

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