0001364924-10-000057 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PYRAMIS GLOBAL ADVISORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • September 24th, 2010 • 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 • September 24th, 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").

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS EMERGING MARKETS FUND and STRATEGIC ADVISERS, INC.
Management Contract • September 24th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 8th day of September, 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 Emerging Markets Fund (hereinafter called the "Portfolio", and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser" as set forth in its entirety below.

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • September 24th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this September 8, 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 Emerging Markets Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Sub-Advisory Agreement • September 24th, 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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