0001379491-18-001371 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., VOYA INVESTMENT MANAGEMENT CO. LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 16th, 2018 • Fidelity Rutland Square Trust II • New York

AGREEMENT, made this 6th day of September, 2017 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund (the “Fund”), Strategic Advisers, Inc. (“Adviser”), a Massachusetts corporation, and Voya Investment Management Co. 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 • April 16th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this September 8, 2011, 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 Value Multi–Manager Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts (“Distributors”).

STRATEGIC ADVISERS FIDELITY U.S. TOTAL STOCK FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 16th, 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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