0000035341-13-000086 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., INVESCO ADVISERS, INC. AND FIDELITY RUTLAND SQUARE TRUST, II
Investment Sub-Advisory Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II • Massachusetts

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

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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., KENNEDY CAPITAL MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 6th day of December 2012, 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 Kennedy Capital Management, Inc. ("Sub-Adviser"), a Missouri corporation.

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., CAUSEWAY CAPITAL MANAGEMENT LLC AND FIDELITY RUTLAND SQUARE TRUST II
Fidelity Rutland Square Trust II • April 29th, 2013 • Massachusetts

AGREEMENT, made this 1st day of March, 2012, and amended and restated as of December 6, 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 Causeway Capital Management LLC ("Sub-Adviser"), a Delaware limited liability company.

STRATEGIC ADVISERS GROWTH FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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, 2013 • Fidelity Rutland Square Trust II

This Amended and Restated Management Fee Waiver Agreement, dated as of October 1, 2012 (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 MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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 MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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 MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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 MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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").

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and STRATEGIC ADVISERS, INC.
Sub-Advisory Agreement • April 29th, 2013 • 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, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "Sub-Adviser") and Strategic Advisers, Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Adviser").

STRATEGIC ADVISERS INCOME OPPORTUNITIES FUND OF FUNDS AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7, 2012, and amended and restated on April 15, 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, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of March 1, 2012, and amended and restated on April 15, 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, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7th, 2012, and amended and restated on April 15, 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 MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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 INCOME OPPORTUNITIES FUND MANAGEMENT FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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").

STRATEGIC ADVISERS U.S. OPPORTUNITY FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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 U.S. Opportunity Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS U.S. OPPORTUNITY II FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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 U.S. Opportunity II Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS INTERNATIONAL FUND MANAGEMENT FEE WAIVER AGREEMENT
Waiver Agreement • April 29th, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012 (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").

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