0001379491-18-001771 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG
Investment Sub-Advisory Agreement • April 27th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 5th day of March, 2010, as amended and restated on September 8, 2010 and on March 8, 2018, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Small-Mid Cap Fund (the “Fund”), Strategic Advisers, Inc. (“Adviser”), a Massachusetts corporation, and FIAM LLC (“Sub- Adviser”), a Delaware limited liability company.

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 27th, 2018 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 2010, and amended and restated on December 1, 2010 and June 7, 2012, as amended pursuant to an assignment and assumption agreement dated December 2, 2014, by and between Pyramis Global Advisors, LLC, a Delaware limited liability company (hereinafter called the “Sub- Adviser”) and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the “Adviser”).

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