0000880195-10-000188 Sample Contracts

Agreement and Plan of Reorganization
Agreement and Plan of Reorganization • November 1st, 2010 • Fidelity Rutland Square Trust II • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of June 21, 2010, by and between Fidelity Rutland Square Trust, a Delaware statutory trust, on behalf of its series PAS International Fidelity Fund of Fund (the Acquired Fund), and Fidelity Rutland Square Trust II, a Delaware statutory trust, on behalf of its series Strategic Advisers International II Fund (the Acquiring Fund). Fidelity Rutland Square Trust and Fidelity Rutland Square Trust II may be referred to herein collectively as the "Trusts" or each individually as a "Trust." The Trusts are duly organized statutory trusts under the laws of the State of Delaware with their principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the "Funds" or each individually as the "Fund."

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