0000880195-07-000212 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., OPPENHEIMERFUNDS, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • August 30th, 2007 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 12th day of April, 2007, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Fidelity Strategic Advisers Small Cap Portfolio (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and OppenheimerFunds, Inc. ("Sub-Adviser"), a Colorado corporation.

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MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II FIDELITY STRATEGIC ADVISERS MID CAP VALUE PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 30th, 2007 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 12th day of April, 2007, 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 Fidelity Strategic Advisers Mid Cap Value Portfolio (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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