0001364923-11-000005 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., MASSACHUSETTS FINANCIAL SERVICES COMPANY AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 28th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 3rd day of March, 2011, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers International Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Massachusetts Financial Services Company ("Sub-Adviser"), a Delaware corporation.

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SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and STRATEGIC ADVISERS, INC.
Sub-Advisory Agreement • April 28th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 2010, and amended and restated on December 1, 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").

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