0001379491-19-001948 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, BOSTON PARTNERS GLOBAL INVESTORS, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 25th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 5th day of December, 2018 amends and restates an Investment Sub-Advisory Agreement dated September 6, 2017 by and among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Core Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and Boston Partners Global Investors, Inc. (f/k/a/ Robeco Investment Management, Inc.) (“Sub-Adviser”), a Delaware corporation.

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS CORE FUND and STRATEGIC ADVISERS LLC
Management Contract • April 25th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2018 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 Core 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.

SUB-SUBADVISORY AGREEMENT between FIAM LLC and FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED
Sub-Subadvisory Agreement • April 25th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT as of this 7th day of June 2018, by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the “Sub-advisor”), and Fidelity Management & Research (Japan) Limited (hereinafter called the “Sub-Subadvisor”).

AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS CORE INCOME FUND and STRATEGIC ADVISERS LLC
Management Contract • April 25th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2018 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 Core Income 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.

INVESTMENT SUB-SUBADVISORY AGREEMENT AMONG SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED, AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Subadvisory Agreement • April 25th, 2019 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 13th day of September, 2018 among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Emerging Markets Fund (the “Fund”), Schroder Investment Management North America Inc. (“Sub-Adviser”), a Delaware corporation, and Schroder Investment Management North America Limited (“Sub-Subadviser”), a UK Corporation.

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