0000880195-12-000434 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 27th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this 7th day of June, 2012, between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Smithfield, Rhode Island and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Strategic Advisers Income Opportunities Fund of Funds, 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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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PYRAMIS GLOBAL ADVISORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • July 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 Short Duration Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Pyramis Global Advisors, LLC ("Sub-Adviser"), a Delaware limited liability company.

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 27th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this 7th day of June, 2012, 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 Income Multi-Manager Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island ("Distributors").

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS CORE INCOME MULTI-MANAGER FUND and STRATEGIC ADVISERS, INC.
Management Contract • July 27th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 7th day of June, 2012 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 Core Income 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 INCOME OPPORTUNITIES FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • July 27th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 7th day of June, 2012 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 Income Opportunities Fund of Funds (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 OF FUNDS MANAGEMENT FEE WAIVER AGREEMENT
Fee Waiver Agreement • July 27th, 2012 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7, 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 of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS CORE INCOME MULTI-MANAGER FUND MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • July 27th, 2012 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of June 7th, 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 Multi-Manager Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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