0001265551-06-000015 Sample Contracts

FORM OF 10(d) COMPANY MANAGEMENT CONTRACT between PAS U.S. OPPORTUNITY FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • December 19th, 2006 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT made as of the ____ 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 U.S. Opportunity Fund of Funds, its single existing series of shares of beneficial interest, (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 19th, 2006 • 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 10(d) COMPANY GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 19th, 2006 • 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 U.S. Opportunity 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").

FORM OF EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • December 19th, 2006 • Fidelity Rutland Square Trust

This Expense Reimbursement Agreement, dated as of the ____ day of __________, 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 U.S. Opportunity Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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