0000035315-15-000191 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG
Investment  sub-Advisory  agreement • April 29th, 2015 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 2nd day of December, 2014 among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Growth Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Loomis, Sayles & Company, L.P. ("Sub­ Adviser"), a Delaware limited partnership.

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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., MASSACHUSETTS FINANCIAL SERVICES COMPANY AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 4th day of September, 2014, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Core Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Massachusetts Financial Services Company ("Sub-Adviser"), a Delaware corporation.

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2015 • 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 15, 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").

STRATEGIC ADVISERS GROWTH FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Growth Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS VALUE FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Value Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS INTERNATIONAL II FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers International II Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS CORE FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Core Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS CORE INCOME FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Core Income Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS SMALL-MID CAP FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Small-Mid Cap Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

INVESTMENT SUB-ADVISORY AGREEMENT STRATEGIC ADVISERS, INC., ROBECO INVESTMENT MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Advisory Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 4th day of September, 2014 among Fidelity Rutland Square Trust II("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Core Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Robeco Investment Management, Inc. ("Sub-Adviser"), a Delaware corporation.

STRATEGIC ADVISERS SHORT DURATION FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Short Duration Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS INCOME OPPORTUNITIES FUND OF FUNDS AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7, 2012, and amended and restated on August 26, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Income Opportunities Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS EMERGING MARKETS FUND OF FUNDS AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of March 1, 2012, and amended and restated on August 26, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Emerging Markets Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS CORE INCOME MULTI-MANAGER FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7th, 2012, and amended and restated on August 26, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Core Income Multi-Manager Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS EMERGING MARKETS FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Emerging Markets Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS INTERNATIONAL FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers International Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS INCOME OPPORTUNITIES FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2015 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2013, and amended and restated on October 1, 2014 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Income Opportunities Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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