0001364924-10-000007 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 8th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this March 5, 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 Fidelity Strategic Advisers Growth 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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INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., WADDELL & REED INVESTMENT MANAGEMENT COMPANY AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • April 8th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 5th day of March, 2010, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Growth Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Waddell & Reed Investment Management Company ("Sub-Adviser"), a Kansas corporation.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS GROWTH FUND and STRATEGIC ADVISERS, INC.
Management Contract • April 8th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this 5th day of March, 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 Growth Fund (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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