0001379491-21-001555 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS LLC, ARROWMARK COLORADO HOLDINGS, LLC, AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 26th, 2021 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 2nd day of December, 2020 by and among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Small-Mid Cap Fund (the “Fund”), Strategic Advisers LLC (“Adviser”), a Delaware limited liability company, and ArrowMark Colorado Holdings, LLC dba ArrowMark Partners (f/k/a Arrowpoint Asset Management, LLC) (“Sub-Adviser”), a Delaware Limited Liability Company, amends and restates the Investment Sub-Advisory Agreement among the parties dated September 6, 2017 and as amended and restated among the parties on October 1, 2019.

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INVESTMENT SUB-SUBADVISORY AGREEMENT AMONG PGIM, INC., PGIM LIMITED, AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Subadvisory Agreement • April 26th, 2021 • Fidelity Rutland Square Trust II • Massachusetts

THIS AGREEMENT, made this 2nd day of December, 2020, among Fidelity Rutland Square Trust II (“Trust”), a Delaware statutory trust, on behalf of Strategic Advisers Core Income Fund (the “Fund”), PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Sub-Adviser”), a New Jersey corporation, and PGIM Limited (“Sub-Subadviser”), an English limited liability company.

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