0000795422-12-000140 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC.,
Investment Sub-Advisory Agreement • December 12th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 3rd day of June, 2010, and amended and restated on September 8, 2011 and October 1, 2012, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Core Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and T. Rowe Price Associates, Inc. ("Sub-Adviser"), a Maryland corporation.

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