0000061397-13-000010 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., OPPENHEIMERFUNDS, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • May 3rd, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 1st day of December, 2011, 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 OPPENHEIMERFUNDS, INC. ("Sub-Adviser"), a Colorado corporation.

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MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS SHORT DURATION FUND and STRATEGIC ADVISERS, INC.
Management Contract • May 3rd, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 1st day of December, 2011 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 Short Duration Fund (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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