Fidelity Rutland Square Trust Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

Agreement made this _________, 2010, between Fidelity Rutland Square Trust II, 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 Strategic Advisers International Fund, 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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MANAGEMENT CONTRACT between PAS CORE INCOME FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Management Contract • April 29th, 2008 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT made as of the 6th day of September, 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.

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and STRATEGIC ADVISERS, INC.
Sub-Advisory Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this __ day of _______, 2010, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "Sub-Adviser") and Strategic Advisers, Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Adviser").

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PYRAMIS GLOBAL ADVISORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this ___ day of _______, 2010, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers Small-Mid Cap Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Pyramis Global Advisors, LLC ("Sub-Adviser"), a Delaware limited liability company.

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AMONG STRATEGIC ADVISERS, INC., PYRAMIS GLOBAL ADVISORS, LLC AND FIDELITY RUTLAND SQUARE TRUST II
Sub-Advisory Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT, made this ___ day of _______, 2010, among Fidelity Rutland Square Trust II ("Trust"), a Delaware statutory trust, on behalf of Strategic Advisers International II Fund (the "Fund"), Strategic Advisers, Inc. ("Adviser"), a Massachusetts corporation, and Pyramis Global Advisors, LLC ("Sub-Adviser"), a Delaware limited liability company.

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.

AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • April 28th, 2009 • Fidelity Rutland Square Trust

This Amended and Restated Expense Reimbursement Agreement, dated as of the 1st day of April, 2009 (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").

ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • April 29th, 2008 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT dated as of this 6th day of September, 2007 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

FORM OF MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS CORE INCOME FUND and STRATEGIC ADVISERS, INC.
Fidelity Rutland Square Trust II • May 7th, 2010 • Massachusetts

AGREEMENT made this ___ day of _______, 2010 by and between Fidelity Rutland Square Trust II, a Delaware statutory trust, which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Strategic Advisers Core Income Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 29th, 2008 • Fidelity Rutland Square Trust • Massachusetts

AGREEMENT made as of this 6th day of September, 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").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH (Japan), INC.
Sub-Advisory Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this ___ day of _______, 2010, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Massachusetts Sub-Advisor"), and Fidelity Management & Research (Japan), Inc. (hereinafter called the "Sub-Subadvisor").

FORM OF MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS SMALL-MID CAP FUND and STRATEGIC ADVISERS, INC.
Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this __ day of _______, 2010 by and between Fidelity Rutland Square Trust II, a Delaware statutory trust, which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Strategic Advisers Small-Mid Cap Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Sub-Advisory Agreement • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this __ day of _______, 2010, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Sub-Subadviser") and Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "Sub-Adviser").

TRUST INSTRUMENT Fidelity Rutland Square Trust
Fidelity Rutland Square Trust • May 27th, 2005

NOW, THEREFORE, the Trustees declare that all money and property contributed to the Trust hereunder shall be held and managed in trust under this Trust Instrument as herein set forth below

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").

CUSTODIAN AGREEMENT Dated as of: _________, 2005 Between Fidelity Rutland Square Trust and The Bank of New York
Custodian Agreement • May 27th, 2005 • Fidelity Rutland Square Trust

WHEREAS, the Fund is organized with one or more series of shares, each of which shall represent an interest in a separate portfolio of cash, securities and other assets (all such existing and additional series now or hereafter listed on Appendix "A" hereto, as the same may amended from time to time, being hereinafter referred to individually, as a "Portfolio," and collectively, as the "Portfolios"); and

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
Fidelity Rutland Square Trust II • May 7th, 2010 • Massachusetts

AGREEMENT made this ___ day of _______, 2010, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "Sub-Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Subadvisor").

FORM OF FIXED-INCOME SUB-RESEARCH AGREEMENT between FIL INVESTMENT ADVISORS (U.K.) LTD. and FIL INVESTMENT ADVISORS
Investment Advisors • May 7th, 2010 • Fidelity Rutland Square Trust II • Massachusetts

AGREEMENT made this ___ day of _______, 2010, by and between FIL Investment Advisors (U.K.) Ltd., Oakhill House, 130 Tonbridge Road, Hildenborough, England (hereinafter called the "U.K. Sub-Advisor") and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Advisor").

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").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
Fidelity Rutland Square Trust II • May 7th, 2010 • Massachusetts

AGREEMENT made this ___ day of _____, 2010, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Massachusetts Sub-Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Subadvisor").

AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • April 28th, 2009 • Fidelity Rutland Square Trust

day of October, 2008 (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 Fidelity Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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TRANSFER AGENT AGREEMENT WITH FIDELITY SERVICE COMPANY INC.
Transfer Agent Agreement • May 27th, 2005 • Fidelity Rutland Square Trust • Massachusetts

This Agreement is hereby made as , 2005, by and between Fidelity Service Company, Inc. ("FSC"), 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.

CUSTODIAN AGREEMENT Dated as of June 16, 2005 Between Fidelity Rutland Square Trust And The Bank of New York
Custodian Agreement • April 29th, 2008 • Fidelity Rutland Square Trust
FORM OF MASTER INTERNATIONAL FIXED-INCOME RESEARCH AGREEMENT between FIL INVESTMENT ADVISORS and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Fidelity Rutland Square Trust II • May 7th, 2010 • Massachusetts

AGREEMENT made this __ day of _______, 2010 by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "U.S. Sub-Adviser") and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Adviser").

FORM OF MANAGEMENT CONTRACT between FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS INTERNATIONAL II FUND and STRATEGIC ADVISERS, INC.
Fidelity Rutland Square Trust II • May 7th, 2010 • Massachusetts

AGREEMENT made this __ day of _____, 2010 by and between Fidelity Rutland Square Trust II, a Delaware statutory trust, which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Strategic Advisers International II Fund (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF MANAGEMENT CONTRACT between PAS SMALL CAP FUND OF FUNDS and STRATEGIC ADVISERS, INC.
Fidelity Rutland Square Trust • May 27th, 2005 • Massachusetts

AGREEMENT made this ___ day of ______, 200_ 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 Small Cap 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.

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH (Japan), INC.
Fidelity Rutland Square Trust II • May 7th, 2010 • Massachusetts

AGREEMENT made this ___ day of _______, 2010, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (hereinafter called the "Sub-Advisor"), and Fidelity Management & Research (Japan), Inc. (hereinafter called the "Sub-Subadvisor").

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 SERVICE AGENT AGREEMENT WITH FIDELITY SERVICE COMPANY INC.
Service Agent Agreement • May 27th, 2005 • Fidelity Rutland Square Trust • Massachusetts

This Agreement is hereby made as , 2005, by and between Fidelity Service Company, Inc. ("FSC"), 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. (the "Agreement")

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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