0001379491-22-002441 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and
General Distribution Agreement • June 30th, 2022 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 2nd day of June, 2022, 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 Alternatives 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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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC,
Investment Sub-Advisory Agreement • June 30th, 2022 • Fidelity Rutland Square Trust II • Massachusetts

AMENDED AND RESTATED AGREEMENT, made as of the 1st day of January, 2022, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Emerging Markets Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and T. Rowe Price Associates, Inc. (“Sub-Adviser”), a Maryland corporation, and amends and restates an Investment Sub-Advisory Agreement among the parties dated March 7, 2017.

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIDELITY DIVERSIFYING SOLUTIONS LLC AND FIDELITY RUTLAND SQUARE TRUST II
Sub-Advisory Agreement • June 30th, 2022 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this [_______], among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Alternatives Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Fidelity Diversifying Solutions LLC (“Sub-Adviser”), a Delaware limited liability company.

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FORM OF SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • June 30th, 2022 • 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 (Japan) Limited (hereinafter called the “Sub-Subadvisor”).

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MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS ALTERNATIVES FUND and STRATEGIC ADVISERS LLC
Management Contract • June 30th, 2022 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 2nd day of June, 2022, 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 Alternatives 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.

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INVESTMENT SUB-SUBADVISORY AGREEMENT AMONG BLACKROCK INTERNATIONAL LIMITED, BLACKROCK INVESTMENT MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Subadvisory Agreement • June 30th, 2022 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 10th day of March, 2022 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Core Income Fund (the “Fund”), BlackRock Investment Management, LLC (“Sub-Adviser”), a Delaware limited liability company, and BlackRock International Limited (“Sub-Subadviser”), a corporation organized under the laws of Scotland.

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, PACIFIC INVESTMENT MANAGEMENT COMPANY LLC AND FIDELITY RUTLAND SQUARE TRUST II
Sub-Advisory Agreement • June 30th, 2022 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this [_______], among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Alternatives Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Pacific Investment Management Company LLC, (“Sub-Adviser” or “PIMCO” ), a Delaware limited liability company (this “Agreement”) .

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STRATEGIC ADVISERS ALTERNATIVES FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • June 30th, 2022 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 2, 2022 (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 Alternatives Fund (the “Fund”), and Strategic Advisers LLC (the “Manager”).

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