0000719451-12-000164 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., FRED ALGER MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 27th, 2012 • 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 Small-Mid Cap Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Fred Alger Management, Inc. ("Sub-Adviser"), a New York corporation.

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MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS SMALL-MID CAP MULTI-MANAGER FUND and STRATEGIC ADVISERS, INC.
Management Contract • April 27th, 2012 • 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 Small-Mid Cap 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.

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