0001364924-13-000173 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., RS INVESTMENT MANAGEMENT CO. LLC AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • July 29th, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 7th day of June, 2013, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Small-Mid Cap Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and RS Investment Management Co. LLC ("Sub-Adviser"), a Delaware limited liability company.

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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PRUDENTIAL INVESTMENT MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Fidelity Rutland Square Trust II • July 29th, 2013 • Massachusetts

AGREEMENT, made this 12th day of March, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Core Income Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Prudential Investment Management, Inc. ("Sub-Adviser"), a New Jersey corporation.

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