0001364924-09-000060 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., LAZARD ASSET MANAGEMENT LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • December 18th, 2009 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 3rd day of December, 2009 among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Fidelity Strategic Advisers Core Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Lazard Asset Management LLC ("Sub-Adviser"), a Delaware limited liability company.

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GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 18th, 2009 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this December 3, 2009, 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 Fidelity Strategic Advisers Core Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

MANAGEMENT CONTRACT between FIDELITY STRATEGIC ADVISERS CORE FUND and STRATEGIC ADVISERS, INC.
Management Contract • December 18th, 2009 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 3rd day of December, 2009 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 Fidelity Strategic Advisers Core 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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