0000880195-11-000086 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PYRAMIS GLOBAL ADVISORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 29th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 8th day of September, 2010 among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Emerging Markets Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Pyramis Global Advisors, LLC ("Sub-Adviser"), a Delaware limited liability company.

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SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and STRATEGIC ADVISERS, INC.
Sub-Advisory Agreement • April 29th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 2010, 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").

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS SMALL-MID CAP FUND and STRATEGIC ADVISERS, INC.
Management Contract • April 29th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 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 Small-Mid Cap Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
Sub-Advisory Agreement • April 29th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 2010, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Massachusetts Sub-Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Subadvisor").

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited
Sub-Advisory Agreement • April 29th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 2010, 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-Advisor"), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the "Sub-Subadvisor").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Sub-Advisory Agreement • April 29th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 2010, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Sub-Subadviser") and Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "Sub-Adviser").

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