0001364924-12-000012 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Investment Sub-Advisory Agreement • January 27th, 2012 • Fidelity Rutland Square Trust II • 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 Brandywine Global Investment Management, LLC ("Sub-Adviser"), a Delaware Limited Liability Company.

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • January 27th, 2012 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 5th day of March 2010, and amended and restated on September 8, 2011, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Value Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Brandywine Global Investment Management, LLC ("Sub-Adviser"), a Delaware Limited Liability Company.

MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II STRATEGIC ADVISERS GROWTH MULTI-MANAGER FUND and STRATEGIC ADVISERS, INC.
Management Contract • January 27th, 2012 • Fidelity Rutland Square Trust II • 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 Growth 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., CLARIVEST ASSET MANAGEMENT LLC AND FIDELITY RUTLAND SQUARE TRUST II
Fidelity Rutland Square Trust II • January 27th, 2012 • Massachusetts

AGREEMENT, made this 5th day of March, 2010, and amended and restated on 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 ClariVest Asset Management LLC ("Sub-Adviser"), a Delaware limited liability company.

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