0001364924-13-000254 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., ROBECO INVESTMENT MANAGEMENT, INC. AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • November 1st, 2013 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this 11th day of September, 2013 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 Robeco Investment Management, Inc. ("Sub-Adviser"), a Delaware corporation.

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STRATEGIC ADVISERS INCOME OPPORTUNITIES FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • November 1st, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012, and amended and restated on October 1, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Income Opportunities Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS VALUE FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • November 1st, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012, and amended and restated on October 1, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Value Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS U.S. OPPORTUNITY II FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • November 1st, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012, and amended and restated on October 1, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers U.S. Opportunity II Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS CORE FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • November 1st, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of October 1, 2012, and amended and restated on October 1, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Core Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

STRATEGIC ADVISERS SHORT DURATION FUND AMENDED AND RESTATED MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • November 1st, 2013 • Fidelity Rutland Square Trust II

This Management Fee Waiver Agreement, dated as of December 1, 2011, and amended and restated on October 1, 2013 (the "Agreement"), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Strategic Advisers Short Duration Fund (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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