0000035330-13-000012 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., WILLIAM BLAIR & COMPANY, L.L.C. AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 26th, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 1st day of March, 2012, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers International Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and William Blair & Company, L.L.C. ("Sub-Adviser"), a Delaware limited liability company.

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MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS INTERNATIONAL MULTI-MANAGER FUND and STRATEGIC ADVISERS, INC.
Management Contract • April 26th, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 1st day of March, 2012 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 International Multi-Manager Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS INCOME OPPORTUNITIES FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • April 26th, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 7th day of June, 2012 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 Income Opportunities Fund of Funds (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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