0001265551-09-000004 Sample Contracts

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").

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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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