0000795422-11-000052 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 16th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this September 8, 2011, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Strategic Advisers Core Multi-Manager Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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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 • December 16th, 2011 • 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.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS EMERGING MARKETS FUND and STRATEGIC ADVISERS, INC.
Management Contract • December 16th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 8th day of September, 2010 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 Emerging Markets Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

STRATEGIC ADVISERS INCOME OPPORTUNITIES FUND MANAGEMENT FEE WAIVER AGREEMENT
Fee Waiver Agreement • December 16th, 2011 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of September 8, 2011 (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 GROWTH FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • December 16th, 2011 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of September 8, 2011 (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 U.S. OPPORTUNITY II FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • December 16th, 2011 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of September 8, 2011 (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 CORE FUND MANAGEMENT FEE WAIVER AGREEMENT
Fee Waiver Agreement • December 16th, 2011 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of September 8, 2011 (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 SHORT DURATION FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • December 16th, 2011 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of December 1, 2011 (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 VALUE FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER
Fidelity Rutland Square Trust II • December 16th, 2011

This Amended and Restated Management Fee Waiver, dated as of September 8, 2011 (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").

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