0001265551-05-000003 Sample Contracts

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.

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FORM OF ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • May 27th, 2005 • Fidelity Rutland Square Trust • Massachusetts

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

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY RUTLAND SQUARE TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 27th, 2005 • Fidelity Rutland Square Trust • Massachusetts

Agreement made this _______ day of _____ , 2005 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 Small Cap 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").

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

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

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.

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 EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • May 27th, 2005 • Fidelity Rutland Square Trust

This Expense Reimbursement Agreement, dated as of _______, 2005 (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 Small Cap Fund of Funds (the "Fund"), and Strategic Advisers, Inc. (the "Manager").

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