0001364924-11-000049 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., COHEN & STEERS CAPITAL MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II

Investment Sub-Advisory Agreement • October 25th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  October 25th, 2011
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

AGREEMENT, made this 8th day of September, 2011, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Value Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Cohen & Steers Capital Management, Inc. ("Sub-Adviser"), a New York corporation.

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., CLARIVEST ASSET MANAGEMENT LLC AND FIDELITY RUTLAND SQUARE TRUST II

Agreement • October 25th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Agreement
• Filed
  October 25th, 2011
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

AGREEMENT, made this 8th day of September, 2011, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Growth Multi-Manager Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and ClariVest Asset Management LLC ("Sub-Adviser"), a Delaware limited liability company.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS CORE MULTI-MANAGER FUND and STRATEGIC ADVISERS, INC.

Management Contract • October 25th, 2011 • Fidelity Rutland Square Trust II • Massachusetts

• Contract Type
  Management Contract
• Filed
  October 25th, 2011
• Company
  Fidelity Rutland Square Trust II
• Jurisdiction
  Massachusetts

AGREEMENT made this 8th day of September, 2011 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 Core 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.

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., WADDELL & REED INVESTMENT MANAGEMENT COMPANY AND FIDELITY RUTLAND SQUARE TRUST II

Fidelity Rutland Square Trust II • October 25th, 2011 • Massachusetts

• Company
  Fidelity Rutland Square Trust II
• Filed
  October 25th, 2011
• Jurisdiction
  Massachusetts

AGREEMENT, made this 5th day of March, 2010, and amended and restated on March 3, 2011 and September 8, 2011, 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.