0001364924-14-000296 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., ADVISORY RESEARCH, INC. AND FIDELITY RUTLAND SQUARE TRUST, II
Investment Sub-Advisory Agreement • July 29th, 2014 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 1st day of December, 2010, and amended and restated on December 1, 2011 and June 1, 2014, 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 Advisory Research, Inc. ("Sub-Adviser"), a Delaware corporation.

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • July 29th, 2014 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 5th day of March 2010, and amended and restated on September 8, 2011 and June 1, 2014, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Value Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Brandywine Global Investment Management, LLC ("Sub-Adviser"), a Delaware Limited Liability Company.

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