0001364924-10-000041 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., EATON VANCE MANAGEMENT AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 5th day of March, 2010, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Value Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Eaton Vance Management ("Sub-Adviser"), a Massachusetts business trust.

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SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and STRATEGIC ADVISERS, INC.
Sub-Advisory Agreement • June 4th, 2010 • 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").

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MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS U.S. OPPORTUNITY FUND and STRATEGIC ADVISERS, INC.
Management Contract • June 4th, 2010 • 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 U.S. Opportunity 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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GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this March 5, 2010, 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 U.S. Opportunity II 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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SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited
Sub-Advisory Agreement • June 4th, 2010 • 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 (Hong Kong) Limited (hereinafter called the "Sub-Subadvisor").

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SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH (Japan), INC.
Sub-Advisory Agreement • June 4th, 2010 • 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 (Japan), Inc. (hereinafter called the "Sub-Subadvisor").

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SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Sub-Advisory Agreement • June 4th, 2010 • 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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MASTER INTERNATIONAL FIXED-INCOME RESEARCH AGREEMENT between FIL INVESTMENT ADVISORS and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Master International Fixed-Income Research Agreement • June 4th, 2010 • 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 "U.S. Sub-Adviser") and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Adviser").

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Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of March 5, 2010 between FMR Co., Inc. and Fidelity Management & Research (Japan) Inc.
Sub-Advisory Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II
Sample 1
Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of March 5, 2010 between Fidelity Investments Money Management, Inc. and Fidelity Management & Research (Hong Kong) Limited
Sub-Advisory Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II
Sample 1
Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of March 5, 2010 between FMR Co., Inc. and Fidelity Management & Research (U.K.), Inc.
Sub-Advisory Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II
Sample 1
Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of March 5, 2010 between Fidelity Investments Money Management, Inc. and Fidelity Management & Research (U.K.), Inc.
Sub-Advisory Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II
Sample 1
Schedule A Trusts and Portfolios Covered by the Sub-Advisory Agreement, dated as of March 5, 2010 between FMR Co., Inc. and Fidelity Management & Research (Hong Kong) Limited
Sub-Advisory Agreement • June 4th, 2010 • Fidelity Rutland Square Trust II
Sample 1
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