0001379491-17-008401 Sample Contracts

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., WELLS CAPITAL MANAGEMENT, INCORPORATED AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • December 22nd, 2017 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this [__] among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of the Strategic Advisers Tax-Sensitive Short Duration Fund (the “Fund”), Strategic Advisers, Inc. (“Adviser”), a Massachusetts corporation, and Wells Capital Management, Incorporated (“Sub-Adviser”), a California corporation.

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FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 22nd, 2017 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this [________], 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 Tax-Sensitive Short Duration Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

FORM OF SUB-SUBADVISORY AGREEMENT between FIAM LLC and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) LIMITED
Sub-Subadvisory Agreement • December 22nd, 2017 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT as of this [___], 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”).

FORM OF MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND and STRATEGIC ADVISERS, INC.
Management Contract • December 22nd, 2017 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made as of _____, ____ 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 Tax-Sensitive Short Duration Fund (hereinafter called the “Portfolio”), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • December 22nd, 2017 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of December 6, 2017 (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 Tax-Sensitive Short Duration Fund (the “Fund”), and Strategic Advisers, Inc. (the “Manager”).

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