0001364924-12-000032 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., INVESCO ADVISERS, INC. AND FIDELITY RUTLAND SQUARE TRUST, II
Investment Sub-Advisory Agreement • April 4th, 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 Invesco Advisers, 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 • April 4th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this 1st day of March, 2012, 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 International 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").

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS INTERNATIONAL MULTI-MANAGER FUND and STRATEGIC ADVISERS, INC.
Management Contract • April 4th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 1st day of March, 2012 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 International Multi-Manager Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS EMERGING MARKETS FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • April 4th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 1st day of March, 2012 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 of Funds (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

STRATEGIC ADVISERS EMERGING MARKETS FUND OF FUNDS MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 4th, 2012 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of March 1, 2012 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Emerging Markets Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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