0001364924-12-000010 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., ADVISORY RESEARCH, INC. AND FIDELITY RUTLAND SQUARE TRUST, II
Investment Sub-Advisory Agreement • January 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 Small-Mid Cap Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Advisory Research, Inc. ("Sub-Adviser"), a Delaware corporation.

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

Agreement made this December 1, 2011, 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 Small-Mid Cap Multi-Manager Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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

Agreement made this December 1, 2011, 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 Short Duration 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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