0000700859-15-000084 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., KENNEDY CAPITAL MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II

Investment Sub-Advisory Agreement • July 29th, 2015 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  July 29th, 2015
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

AGREEMENT, made this 6th day of December 2012, and amended and restated as of June 4, 2015, 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 Kennedy Capital Management, Inc. (“Sub-Adviser”), a Missouri corporation.

AMENDED AND RESTATED INVESTMENT stocktickerSUB-ADVISORY AGREEMENT

Investment Stocktickersub-Advisory Agreement • July 29th, 2015 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Investment Stocktickersub-Advisory Agreement
• Filed
  July 29th, 2015
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

AGREEMENT, made this 5th day of March, 2010, and amended and restated on March 3, 2011, and May 1, 2015, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Growth Fund (the “Fund”), Strategic Advisers, Inc. (“Adviser”), a StateMassachusetts corporation, and Waddell & Reed Investment Management Company (“Sub-Adviser”), a StateplaceKansas corporation.