0001265551-07-000035 Sample Contracts

FORM OF 10(d) COMPANY MANAGEMENT CONTRACT between PAS CORE INCOME FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Fidelity Rutland Square Trust • July 10th, 2007 • Massachusetts

AGREEMENT made as of the ____ day of _______________, 2007 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 Core Income 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 EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • July 10th, 2007 • Fidelity Rutland Square Trust

This Expense Reimbursement Agreement, dated as of the ____ day of __________, 2007 (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 Core Income Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

FORM OF 10(d) COMPANY ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • July 10th, 2007 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT dated as of this ____ day of __________, 2007 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
Fidelity Rutland Square Trust • July 10th, 2007 • Massachusetts

AGREEMENT made as of this ____ day of __________, 2007 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 Income Opportunities 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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