0001265551-07-000038 Sample Contracts

MANAGEMENT CONTRACT between PAS U.S. OPPORTUNITY FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • September 21st, 2007 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT made as of the 19th day of December, 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 (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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EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 21st, 2007 • Fidelity Rutland Square Trust

This Expense Reimbursement Agreement, dated as of the 28th day of February, 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 International Fidelity Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • September 21st, 2007 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT dated as of this 19th day of December, 2006 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • September 21st, 2007 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT made as of this 28th day of February, 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 U.S. Opportunity Fidelity 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").

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • September 21st, 2007 • Fidelity Rutland Square Trust

This Expense Reimbursement Agreement, dated as of the 19th day of December, 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").

FORM OF TRANSFER AGENT AGREEMENT WITH FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
Transfer Agent Agreement • September 21st, 2007 • Fidelity Rutland Square Trust • Massachusetts

This Agreement is hereby made as of _____, 2007, by and between Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, and Fidelity Rutland Square Trust (the "Trust"), a registered, open-end management investment company with its principal offices at 82 Devonshire Street, Boston, Massachusetts.

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