0001265551-05-000009 Sample Contracts

FORM OF 10(D) COMPANY MANAGEMENT CONTRACT between PAS INTERNATIONAL FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • December 16th, 2005 • Fidelity Rutland Square Trust

AGREEMENT made as of the __th day of _______, 2006 by and between Fidelity Rutland Square Trust, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of PAS International Fund of Funds, (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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FORM OF 10(d) COMPANY ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • December 16th, 2005 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT dated as of this __ day of ____________, 2006 between Strategic Advisers, Inc., a Massachusetts corporation (the “Adviser”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Administrator”).

FORM OF EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • December 16th, 2005 • Fidelity Rutland Square Trust

This Expense Reimbursement Agreement, dated as of the _______, 2006 (the “Agreement”), is made and entered into by and between Fidelity Rutland Square Trust, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of PAS International Fund of Funds (the “Fund”), and Strategic Advisers, Inc. (the “Manager”).

FORM OF 10(d) COMPANY GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 16th, 2005 • Fidelity Rutland Square Trust • Massachusetts

Agreement made as of this ___ day of _______, 2006 between Fidelity Rutland Square Trust, 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 PAS International Fund of Funds, 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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