0001364924-23-000222 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • July 26th, 2023 • Fidelity Rutland Square Trust II

THIS AMENDED AND RESTATED AGREEMENT, is made this 1st day of June, 2023, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Fidelity U.S. Total Stock Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and FIAM LLC (“Sub-Adviser”), a Delaware limited liability company, and amends and restates an Investment Sub-Advisory Agreement among the parties dated March 8, 2018, and as further amended and restated among the parties on December 2, 2020, September 1, 2021 and September 7, 2022.

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, FIAM LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • July 26th, 2023 • Fidelity Rutland Square Trust II

THIS AMENDED AND RESTATED AGREEMENT, is made as of this 1st day of February, 2023 by and 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 FIAM LLC ( “Sub-Adviser ”), a Delaware limited liability company, and amends and restates the Amended and Restated Investment Sub-Advisory Agreement among the parties for the Fund dated as of September 1 st , 2018 and as of April 1, 2019.

FORM OF
Sub-Advisory Agreement • July 26th, 2023 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 18th day of October, 2016 by and between FIL Investment Advisors (UK) Limited, Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom (hereinafter called the “UK Sub-Advisor”) and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda (hereinafter called the “Sub-Advisor”).

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