0001379491-18-001103 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • March 14th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 6th day of December, 2017, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Tax Sensitive Short Duration Fund (the “Fund”), Strategic Advisers, Inc. (“Adviser”), a Massachusetts corporation, 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 • March 14th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 6th day of December, 2017, 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”).

SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • March 14th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT as of this 13th day of December 2017, 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”).

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND and STRATEGIC ADVISERS, INC.
Management Contract • March 14th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made as of December 6, 2017 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.

MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • March 14th, 2018 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of March 8, 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 U.S. Total Stock Fund (the “Fund”), and Strategic Advisers, Inc. (the “Manager”).

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