Fidelity Institutional Wealth Adviser LLC

Fidelity Institutional Custom SMAs Fidelity Institutional Wealth Adviser LLC 245 Summer Street Boston, MA 02210 (617) 563-7000 March 30, 2026 This brochure provides information about the qualifications and business practices of Fidelity Institutional Wealth Adviser LLC (“FIWA”), a Fidelity Investments company, as well as information about FIWA’s discretionary management services. Throughout this brochure and related materials, FIWA refers to itself as a “registered investment adviser” or “being registered.” These statements do not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please call us at 617-563-7000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. 1  SUMMARY OF MATERIAL CHANGES The SEC requires registered investment advisers to provide and deliver an annual summary of material changes to their advisory services program brochure (also referred to as the Form ADV Part 2A). The section below highlights only material revisions that have been made from March 31, 2025, through March 30, 2026. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. Capitalized terms are defined herein. Updates have been made to available strategies and related information in the Advisory Business, Fees and Compensation, and Methods of Analysis, Investment Strategies, and Risk of Loss sections. 2  TABLE OF CONTENTS SUMMARY OF MATERIAL CHANGES .................................................................................................................. 2 ADVISORY BUSINESS ......................................................................................................................................... 4 FEES AND COMPENSATION ................................................................................................................................ 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT.................................................................. 7 TYPES OF CLIENTS ............................................................................................................................................. 7 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS ................................................... 8 DISCIPLINARY INFORMATION .......................................................................................................................... 20 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...................................................................... 20 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................................................................ 24 BROKERAGE PRACTICES ................................................................................................................................. 26 REVIEW OF ACCOUNTS .................................................................................................................................... 26 CLIENT REFERRALS AND OTHER COMPENSATION ....................................................................................... 27 CUSTODY ........................................................................................................................................................... 28 INVESTMENT DISCRETION ............................................................................................................................... 28 VOTING CLIENT SECURITIES ............................................................................................................................ 29 FINANCIAL INFORMATION ................................................................................................................................ 30 REQUIREMENTS FOR STATE-REGISTERED ADVISERS ................................................................................. 30 3  ADVISORY BUSINESS Fidelity Institutional Wealth Adviser LLC (“FIWA”) is a registered investment adviser (“RIA”) and an indirect, wholly owned subsidiary of FMR LLC (collectively with FIWA and its affiliates, “Fidelity Investments,” “Fidelity,” “us,” or “we”). FIWA was formed in 2016. This brochure covers FIWA’s provision of customized separately managed account services to clients (“Fidelity Institutional Custom SMAs”). FIWA also offers several other products and services. Brochures dedicated to these other FIWA products and services can be found on the SEC’s website at www.adviserinfo.sec.gov. FIWA provides customized separately managed account portfolios to clients (“Accounts” or “Account”) which are generally individuals and entities representing such individuals, including other registered investment advisers (“RIAs”), and other institutional accounts (i.e., endowments, foundations) (each a “Client” and collectively, “Clients”). FIWA has delegated to its affiliate, Fidelity Management & Research Company LLC (“FMR” and collectively with FIWA, “Fidelity”), discretionary management authority over the Accounts subject to FIWA’s supervision and oversight. Please see FMR’s Fidelity Institutional Custom SMAs and Model Portfolio Services Form ADV Brochure (“FMR Form ADV Brochure”) for more information about FMR and its discretionary management investment process. FIWA provides Fidelity Institutional Custom SMAs to Accounts where FIWA’s affiliate, National Financial Services LLC (“NFS”), is appointed by the Client as custodian to the Account (“On-Platform Accounts”) and to Accounts that do not use NFS for these services (“Off-Platform Accounts”). Fidelity does not and will not act as a fiduciary with respect to Accounts as defined under the Employee Retirement Income Security Act of 1974 (“ERISA”) and related rules and regulations. Clients can select from different equity or fixed income Fidelity Institutional Custom SMAs strategies based on their market exposure needs. Accounts invest generally in equity or fixed income securities (i.e., a single asset class) and are managed by FMR in accordance with Client mandated investment guidelines with a limited amount of assets retained in cash for liquidity purposes. Clients using equity strategies can elect to apply tax management considerations, customize benchmarks by applying investment restrictions, and/or blend certain existing equity strategies to create a new blended strategy. Clients using fixed income strategies can customize their portfolio by applying investment restrictions, including a state-preference option for eligible clients. In addition, fixed income strategies utilize tax management considerations as part of the standard portfolio management process. For Accounts that apply tax management considerations, Accounts are managed using additional investing techniques that seek to enhance after-tax returns, including, without limitation, harvesting tax losses and the potential deferral of capital gains while also seeking to reduce tracking error to the benchmark whenever possible after taking into consideration the tax consequences. For these Accounts, FMR considers the potential effects of capital gains when making investment decisions. As investing techniques that consider tax consequences are applied to Accounts, trades could trigger taxable gains if the securities traded have appreciated in value since they were purchased. FMR considers multiple risks and costs in addition to investing 4  techniques that consider tax consequences in managing the Account. Accordingly, Clients should understand that they could incur gains or have adverse tax consequences as a result of the management of an Account. The Accounts are actively managed taking into account federal income taxes but are not managed in consideration of state or local taxes; foreign taxes; federal tax rules applicable to entities; or estate, gift, or generation skipping transfer taxes. FIWA does not provide tax advice. A Client should consult its own tax advisor before entering into an agreement with FIWA. For Clients that use equity strategies and do not apply tax management considerations, Accounts are managed using investment techniques that focus on managing risk and seeking to provide investment returns that correspond to the performance of the stated investment objective of the account. Accounts may employ Fidelity Institutional Custom SMAs equity strategies that focus on reducing ownership of issuers in the strategy’s benchmark that have less favorable sustainability ratings (“Sustainable Strategies”). The Sustainable Strategies investable universe is derived by an evaluation of sustainability characteristics through a process that includes proprietary research and third-party data. Please note that the Sustainable Strategies goal of delivering a portfolio that reduces ownership of issuers that have less favorable sustainability ratings in its benchmark could constrain the degree to which tax management techniques can be implemented and potentially result in significant tax consequences. In addition, investing based on sustainability factors may cause an Account to forgo certain investment opportunities available to Accounts that do not use such criteria. Investment Restrictions A Client has the ability to impose reasonable restrictions on the management of its Account. Any proposed restriction is subject to Fidelity’s approval. Reasonable restrictions can include prohibitions such as with respect to the purchase of a particular individual security or security group classification such as a sector or industry. In situations where the underlying constituents of a security group classification change, Fidelity will update existing restrictions accordingly. Further, where there is a classification change that causes an Account to hold a security that would otherwise be excluded, Fidelity will not be required to immediately sell or otherwise dispose of the security. Rather, Fidelity will be permitted to dispose of such security in an orderly fashion at such time as it reasonably deems to be in the applicable Account’s best interest. Although Fidelity will not cause an Account to purchase a particular security that has been restricted, Fidelity may buy or sell third-party ETFs that themselves may invest in such restricted securities as restrictions are not applied on a look-through basis to collective investment products. Accounts with Client-imposed restrictions will experience different performance from Accounts without restrictions, possibly producing lower overall results. In the absence of a Client proposed restriction that has been accepted by Fidelity, Fidelity takes no responsibility to limit investments in any securities. 5  Assets Under Management As of December 31, 2025, FIWA managed $9,384,114,700 of client assets on a discretionary basis. As of December 31, 2025, FIWA did not have any non-discretionary regulatory assets under management. FEES AND COMPENSATION Compensation to FIWA is payable on a quarterly basis in arrears or on such other terms as FIWA may from time to time agree or as FIWA may be entitled to under the terms of investment management agreements. Investment management fees charged to FIWA’s Clients are based on the type of strategy and amount of assets held in the Account. Fees are generally based on an Account’s average net assets over a specified period of time (e.g., quarterly). In general, the investment management fee for passive equity strategies is 16 – 28 bps, active equity strategies is 28 – 55 bps, and fixed income strategies is 18 – 30 bps. Investment management fees will vary based on a variety of factors, including account size, breakpoints, type of product structure, servicing requirements, asset aggregation among accounts, and any minimum fee arrangement. Investment management fees will also vary based on how the product is accessed (e.g., through affiliated and unaffiliated managed account programs, platforms or offerings). Investment management fees can be higher or lower across the different managed account programs, platforms or offerings where the Fidelity Institutional Custom SMAs are available. Fees may be subject to negotiation. In addition, certain of FIWA’s Clients can have arrangements providing for the lowest available fee for a particular investment strategy under most favored nation clauses, or for a waiver of all or a portion of their fees. Such arrangements can also take into account the scope of a Client’s relationship with FIWA and its affiliates and provide for an additional discount from the rates noted above. Investment management fees will also be charged whenever FIWA maintains investment authority over the Account, including when “Do Not Trade” restrictions are imposed. FIWA receives its investment management fee from its Clients. Clients’ Accounts will be subject to other fees and expenses independent of any investment advisory fee that FIWA receives, such as custodial, brokerage, other transaction costs and if applicable, fees paid to an investment adviser other than FIWA or its affiliates and service fees imposed by a managed account program or platform. For information regarding FMR’s brokerage arrangements, see the FMR Form ADV Brochure and the section titled “Brokerage Practices.” When FIWA delegates investment management authority to FMR for Fidelity Institutional Custom SMAs under a sub-advisory arrangement, FIWA compensates FMR for those services out of the fee it receives from Clients. If a Client has directed FIWA to use the services of a third-party model provider for use in management of its Account and FIWA has agreed to such parameters in the investment management agreement, FIWA or its affiliates may pay such third-party model provider out of FIWA’s management fee or the Client may pay the third-party 6  model provider directly. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT FIWA does not charge any performance-based fees for Fidelity Institutional Custom SMAs. Conflicts of interest are present in providing Fidelity Institutional Custom SMAs to Clients, on the one hand, and FMR’s discretionary management for other accounts or products it manages, on the other hand. Please see the FMR Form ADV Brochure for information on conflicts of interest related to its discretionary management investment services. Under the U.S. Investment Advisers Act of 1940 (“Advisers Act”), FIWA owes a fiduciary duty to its Clients, consisting of a duty of care and a duty of loyalty. Although the application of FIWA’s fiduciary duty may be shaped by the investment management agreement with Clients, this duty cannot, unless specifically set forth in statute, be waived by contract or practice. Accordingly, investment management agreements with FIWA that include an express limitation of FIWA’s liability for acts of gross negligence, negligence, or similar standards are not applicable to FIWA’s federal fiduciary duty owed to the Client. Clients will have the right to seek redress against FIWA for such non-waivable fiduciary violations in addition to other rights the Client may have under state and federal law. As noted above, FIWA does not and will not act as a fiduciary with respect to Client Accounts as defined under ERISA and related rules and regulations and will not accept such clients. TYPES OF CLIENTS FIWA’s Clients are generally individuals and entities representing such individuals, including other RIAs, and other institutional accounts (i.e., endowments, foundations). FIWA will generally accept only Accounts on a fully discretionary basis within the parameters described in each investment management agreement with a Client. Other accounts may be considered on a case-by-case basis. Client Accounts generally require $250,000 as an account size minimum. Account size minimums can be waived at FIWA’s discretion. Please note that if an Account balance falls below the minimum stated above, it can affect Fidelity’s ability to manage the Account as provided for in the Client agreement. Pursuant to the terms of its agreements, Fidelity can terminate its management services, with respect to Accounts that fall below the minimum asset levels as may be determined by Fidelity from time-to-time and in its sole discretion. Upon direction from a Client, Fidelity will terminate and liquidate the securities in an Account. During the liquidation process, any preferences, guidelines or restrictions previously selected to be applied to the Account will be disregarded. 7  Account Funding Clients can fund their Account with cash, cash equivalents and/or securities. These securities must be held free and clear of any liens, pledges, or other legal or contractual restrictions. At times, Fidelity will not accept individual securities due to regulatory restrictions or internal guidelines. Fidelity will determine, in its sole discretion, which securities will be eligible to be managed in an Account. The Client is responsible for transferring a non-eligible security back to the account from which the Client transferred assets or another account as determined by the Client. If transitions of assets into a Client’s Account are made without notice to Fidelity, certain assets or portions of assets may be rejected or sold down if required in Fidelity’s sole discretion. Fidelity takes no responsibility for any losses or tax consequences associated with unauthorized transfers of assets in the Accounts. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Equity Strategies FMR implements equity strategies through a disciplined investment approach utilizing systematic portfolio construction and rebalancing techniques with a focus on managing risk. For Accounts managed to a selected equity benchmark (i.e., passive equity strategies) or active model (i.e., active equity strategies), FMR seeks to approximate the pre-tax risk and return characteristics of the benchmark or active model. In addition, for active equity strategies, FMR utilizes fundamental and/or quantitative analysis to identify equity securities for the model. For Accounts that invest in Sustainable Strategies, FMR seeks to reduce ownership of issuers in a portfolio’s benchmark that have less favorable sustainability ratings based on an evaluation of sustainability characteristics using a process that includes proprietary research and third-party data practices. FMR will apply exclusion criteria that seek to exclude issuers that are directly engaged in, and/or derive significant revenue from, certain industries or product lines. At present, these include civilian semi-automatic firearms, tobacco production, for-profit prisons, controversial weapons (e.g., cluster munitions, land mines), and thermal coal production and/or mining. For Accounts that elect to apply tax management considerations, FMR seeks to provide improved after-tax returns over a designated benchmark by employing tax management techniques such as tax loss harvesting and potential deferral of capital gains. In selecting portfolio holdings, risk factors, such as market capitalization, industry exposures, and valuation and growth measures are considered, alongside estimated transaction costs, predicted tracking error, and when applicable to the Account, tax consequences. In investing for these Accounts, FMR will invest in equity securities including, but not limited to, American Depositary Receipts (“ADRs”), Real Estate Investment Trusts (“REITs”) and in certain circumstances, ETFs managed by unaffiliated investment advisers. With respect to strategies that consist of investing in unaffiliated ETFs, the factors considered when making an 8  investment include, but are not limited to, fund performance, a fund manager’s experience and investment style, and fund characteristics such as expense ratio, asset size, and liquidity. FMR invests in securities of companies engaged in a variety of economic sectors and industries that are domiciled and traded in the U.S. and outside the U.S.; in stocks with growth or value characteristics; and in companies with market capitalizations of all sizes. Fixed Income Strategies FMR implements fixed income strategies through an actively managed approach which emphasizes fundamental research and disciplined risk management driven by top-down economic perspectives and bottom-up issuer specific research of Fidelity’s analysts and traders. Structural features of bonds are analyzed and evaluated by the team using a suite of models and tools developed by Fidelity’s Quantitative analysts. Traders use proprietary technology to communicate market information to the team to identify ideas and transact, seeking inefficiencies in the municipal market. Our diversified approach does not depend on any single type of exposure to drive returns. In addition, FMR seeks to provide improved after-tax returns over a designated benchmark by employing tax management techniques such as tax loss harvesting and potential deferral of capital gains. In investing for Accounts that are managed using a fixed income strategy, FMR will invest in fixed income securities. FMR will invest the portfolio's assets among different market sectors (for example, general obligation bonds of a state or bonds financing a specific project) and different maturities based on its view of the relative value of each sector or maturity. Please see the FMR Form ADV Brochure for additional information regarding its discretionary management investment process. Conflicts of Interest In buying securities for Clients, which in limited circumstances may include ETFs unaffiliated with Fidelity, Fidelity receives flat, annual fees (1) from certain product providers to compensate Fidelity for maintaining the infrastructure required to accommodate that provider’s investment products on Fidelity’s various platforms and (2) from certain investment managers who are invited to participate in access, engagement, and analytics programs established by Fidelity. Fidelity also receives asset-based fees or fixed fees from third-party ETF providers for shareholder servicing, platform and data support. With regard to iShares ETFs, Fidelity receives compensation for services provided to iShares ETFs in connection with reduced or commission- free ETFs, and compensation in connection with a marketing program with respect to iShares funds, including ETFs in Client Accounts. For On-Platform Accounts, Client Accounts include a core transaction account that holds assets in a position awaiting further investment or withdrawal (“Core Position”). Depending on the type of brokerage account and the entity that serves as the introducing broker dealer associated with the Client Account, the available Core Position options may differ. Core Position options include but are not limited to Fidelity money market mutual funds, FDIC- insured bank sweep product, and FCASH. For non-retirement Client Accounts where Fidelity 9  Brokerage Services LLC (“FBS”) serves as the introducing broker dealer to the Client Account and NFS provides custody and clearing services to the Client Account, FCASH is the default Core Position and generally the only available Core Position option. Retirement Client Accounts and Client Accounts where FBS does not serve as the introducing broker dealer to the Client Account may have different Core Position options. FCASH is an interest-bearing account offering managed by Fidelity. Fidelity invests FCASH funds in interest bearing instruments and other investments. FCASH balances are not segregated and may be used in NFS’ business. Fidelity may, but is not required to, pay interest on FCASH balances. Any interest paid to Clients is typically less than the interest earned by Fidelity. Fidelity and its affiliates retain any portion of the interest earned but not paid to Clients. FCASH has no separate fees, nor is it a money market mutual fund, or a bank deposit account, and is not covered by FDIC insurance. FIWA and its affiliates may receive an economic benefit on certain Core Positions in Client Accounts including management fees, mutual fund distribution and/or shareholder servicing revenue, interest, or other fees. To the extent that these benefits vary based on the Core Position utilized, FIWA has a potential conflict of interest with respect to the variations in such benefits. For Off-Platform Accounts, unaffiliated broker-dealers/custodians are responsible for determining available Core Position options. Material Investment Risk and Risk of Loss Past performance is no guarantee of future results. An investment may be risky and may not be suitable for a Client’s goals, objectives and risk tolerance. An investment’s value may be volatile and any investment involves the risk that you may lose money. Diversification does not ensure a profit or guarantee against a loss. There is no guarantee that the use of Fidelity Institutional Custom SMAs will achieve any particular result. Investing involves risk, including the risk of loss. Generally, among asset classes stocks are more volatile than bonds or short‐term instruments and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Although the bond market is also volatile, lower‐quality debt securities including leveraged loans generally offer higher yields compared to investment grade securities, but also involve greater risk of default or price changes. Foreign markets can be more volatile than U.S. markets due to increased risks of adverse issuer, political, market or economic developments, all of which are magnified in emerging markets. Many factors affect investment performance. Strategies that pursue investments in equities will be subject to stock market volatility, and strategies that pursue fixed income investments (such as bond or money market funds) will see values fluctuate in response to changes in interest rates. Developments that disrupt global economies and financial markets, such as war, acts of terrorism, economic sanctions, the spread of infectious illness or other public health issues, recessions or other events may magnify factors that affect performance. In addition, some countries experience very low or negative interest rates, from time to time, which can magnify interest rate risk for the markets as a whole and for individual bond investments. All strategies are ultimately affected by impacts to the individual issuers, such as changes in 10  an issuer’s profitability and credit quality, or changes in tax, regulatory, market, or economic developments. Entities providing credit support or a maturity-shortening structure also can be affected by these types of changes, and if the structure of a security fails to function as intended, the security could decline in value. Municipal securities backed by revenues from a specific project or tax pledge can be negatively affected by the discontinuance of the project or taxation supporting the payment of interest and principal on the security. If the Internal Revenue Service (IRS) determines an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline significantly in value. Generally, FMR purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax. FMR cannot guarantee that this opinion is correct, and there is no assurance that the IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued. For certain types of structured securities, the tax status of the pass-through of tax-free income may also be based on the federal tax treatment of the structure. A decline in the credit quality of an issuer can cause the price of a security to decrease. Lower- quality debt securities (those of less than investment-grade quality, also referred to as high-yield debt securities or junk bonds) involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments. Non-diversified funds and accounts that invest in a smaller number of individual issuers can be more sensitive to these changes. Strategies that pursue investments in fixed-income securities will see values fluctuate in response to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities can be more sensitive to interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long- term securities tend to react to changes in long-term interest rates. Securities with floating interest rates can be less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much as interest rates in general. Additionally, accounts that pursue debt investments are subject to risks of prepayment, when an issuer of a security can repay principal prior to the security’s maturity, or default, as well as changes to bankruptcy or debtor relief laws, which may impede collection efforts or alter timing and amount of collections. Securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. In addition, the potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility. Securitized debt securities, which include commercial mortgage-backed securities, are dependent on the cash flows generated by the underlying loans, receivables, or other assets, can be 11  significantly affected by changes in interest rates, the availability of information concerning the underlying assets and their structure, and the creditworthiness of the originators of the loans or other receivables or the entities providing credit support. Because of the fragmented and thinly traded nature of the bond market, and because of client-specific factors, two Accounts invested in fixed income in the same amount and on the same date could have entirely different individual fixed income securities in their Accounts. Non-diversified funds, separately managed accounts, and accounts that invest in a smaller number of individual issuers can be more sensitive to these changes. Nearly all investments or accounts are subject to volatility in non-U.S. markets, either through direct exposure or indirect effects in U.S. markets from events abroad, including fluctuations in foreign currency exchange rates, and in the case of less-developed markets, currency liquidity. Those investments and accounts that are exposed to emerging markets are potentially subject to heightened volatility from greater social, economic, regulatory, and political uncertainties, as the extent of economic development, political stability, market depth, infrastructure, capitalization, and regulatory oversight can be less than in more developed markets. Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes, or the rights of municipal security holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market. Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may also impact municipal securities. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities. For Accounts that employee fixed income strategies with a state- preference option, state tax exempt interest income is emphasized over diversification provided by exposure to municipal securities issued across various states. Strategies that lead funds, separately managed accounts, or accounts to invest in other funds bear all the risks inherent in the underlying investments in which those funds invest, and strategies that pursue leveraged risk, including investment in derivatives, such as swaps (interest rate, total return, and credit default), and futures contracts and forward-settling securities, magnify market exposure and losses. Additionally, investments and accounts are subject to operational risks, which can include risk of loss arising from failures in internal processes, people, or systems, such as routine processing errors or major systems failures, or from external events, such as exchange outages. High-risk strategies have the potential for substantial returns; however, there are correspondingly significant risks involved in the strategies and they are not intended for all types of Clients. Clients who choose to follow high-risk strategies should be aware that there is the possibility of significant losses up to and including the possibility of the loss of all assets placed in the strategies. It is strongly recommended that Clients diversify their investments and do not place all their investments in high-risk investment strategies. Certain ETFs utilize leverage. The use of leverage by an ETF increases the risk to the portfolio. The more a portfolio invests in leveraged instruments, the more the leverage will 12  magnify gains or losses on those investments. Due to the complexity and structure of these portfolios, they may not perform over time in direct or inverse correlation to their underlying index. Please see the mutual fund and ETF prospectuses, applicable Form ADV Part 2A brochures, and/or related offering documents for more details on risks. In addition to the risks noted above, the following risks apply to certain investment strategies: Concentration Risk Certain strategies may invest in a limited number of securities, industries, or sectors. This lack of diversification may subject the Client to increased industry or sector specific risks and increase volatility and risk of loss compared to more diversified portfolios. Accounts that employ equity and fixed income stand-alone strategies are expected to have increased risk and volatility as compared with Accounts that hold a mixture of equities and fixed income investments. Liquidity Risk Investing in certain types of securities that are thinly traded, or investing in bonds, ETFs, or mutual funds that invest in thinly traded securities, introduces liquidity risk. Liquidity risk is a financial risk that, for a certain period of time, a security or commodity cannot be readily traded in the market or cannot be traded without a significant discount to the market price. All tradable assets assume some level of liquidity risk. For example, alternative mutual funds and ETFs may use techniques such as shorting of securities, leverage, and derivatives, all of which may have liquidity risks if there are no buyers and sellers available or if a counterparty cannot fulfill the order. Illiquid securities sometimes trade infrequently in the secondary market and may be subject to liquidity windows. As a result, valuing an illiquid security can be more difficult, and buying and selling an illiquid security at an acceptable price can be more difficult or delayed. Difficulty in selling an illiquid security can result in a loss. The relative liquidity of any investment, particularly those that trade on exchanges, can vary, at times significantly. Investing in Mutual Funds and ETFs Clients bear all the risks of the investment strategies employed by mutual funds and ETFs, including the risk that a mutual fund or ETF will not meet its investment objectives. For the specific risks associated with a mutual fund or ETF, please see its prospectus. ETFs An ETF is a security that trades on an exchange and can seek to track an index, a commodity, or a basket of assets. ETFs can be actively or passively managed. The performance of a passively managed ETFs might not correlate with the performance of the asset it seeks to track. ETFs trade on secondary markets or exchanges and are exposed to market volatility and the risks of the ETF’s underlying securities. ETF share trading can be halted or the security could cease to trade on an exchange. Trading volume and liquidity can vary and could affect the ability to buy or sell ETF shares, or could cause the market price of shares to experience significant premiums or discounts relative to the value of the assets underlying the shares. Because ETFs 13  trade on exchanges, buyers and sellers experience a spread between the bidding price and the asking price, and the size of these spreads can vary significantly. For the specific risks associated with an ETF, please see its prospectus or other offering documentation. Money Market Funds A Client could lose money by investing in a money market fund. Although a money market fund seeks to preserve the value of a Client’s investment at $1.00 per share, it cannot guarantee it will do so. An investment in a money market fund is not a bank account and is not insured or guaranteed by the FDIC or any other government agency. Fidelity, the sponsor of Fidelity’s money market funds, is not required to reimburse money market funds for losses, and a Client should not expect that Fidelity will provide financial support to a Fidelity money market fund at any time, including during periods of market stress. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of a client’s shares. Quantitative Investing Funds or securities selected using quantitative analysis can perform differently from the market due to the factors used in the analysis, the weight placed on each factor, changes to the factors’ behavior over time, market volatility, or the quantitative model’s assumption about market behavior. In addition, quantitative investment strategies rely on algorithmic processes, and therefore are subject to the risks described below under the heading, “Operational Risks.” Growth Investing Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks. Value Investing Value stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared with other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and, as a result, might never realize their full expected value. Bond Investments In general, the bond market is volatile, and fixed income securities carry interest rate risk. As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities. The ability of an issuer of a bond to repay principal prior to a security’s maturity can cause greater price volatility, and, if a bond is prepaid, a bond fund could have to invest the proceeds in securities with lower yields. Fixed income securities also carry inflation risk as well as credit and default risks for both issuers and counterparties. The interest payments of inflation-protected bonds are variable and usually rise with inflation and fall with deflation. Unlike individual bonds, most bond funds do not have a maturity date, so holding them until maturity to avoid losses caused by price volatility is not possible. In addition, investments in certain bond structures may be less liquid than other investments, and therefore may be more difficult to trade effectively. 14  Credit Risk Changes in the financial condition of an issuer or counterparty, and changes in specific economic or political conditions that affect a particular type of security or issuer, can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. Foreign Exposure Investing in foreign securities and securities of U.S. entities with substantial foreign operations are subject to interest rate, currency exchange rate, economic, tax, operational, regulatory and political risks, all of which are likely to be greater in emerging markets. These risks are particularly significant for investment strategies that focus on a single country or region or emerging markets, or for clients who elect to increase foreign stock exposure. Foreign markets can be more volatile than U.S. markets and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates can also be extremely volatile. Foreign markets can also offer less protection to investors than U.S. markets. For example, foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers might not be available, and it could be difficult to secure dividends and information regarding corporate actions on a timely basis. Regulatory enforcement can be influenced by economic or political concerns, and investors could have difficulty enforcing their legal rights in foreign countries. Foreign governments may decide to seize or confiscate securities held by foreign investors or assets held by foreign issuers, restrict an investor's ability to sell or redeem securities, suspend or limit an issuer's ability to make dividend or interest payments, and/or limit or entirely restrict repatriation of invested capital, profits, and dividends. Furthermore, investments in securities of foreign entities can result in clients owning an interest in a “passive foreign investment company” (a “PFIC”). Clients holding an interest in a PFIC could be subject to additional tax liabilities and filing requirements as a result of such investments. The rules regarding investments in PFICs are complex, and Clients are urged to consult their tax advisors. Risks of Investing in American Depositary Receipts American Depositary Receipts (“ADRs”) are certificates evidencing ownership of shares of an underlying foreign issuer that are issued by depositary banks and generally trade on an established market in the U.S. or elsewhere. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs are subject to many of the risks associated with investing directly in foreign securities. The depositary bank can charge fees for various services, including forwarding dividends and interest, and for corporate actions. In addition, certain ADRs are not traded on a national securities exchange, can be less liquid than other investments, and could therefore be more difficult to trade effectively. Investing in ADRs can make it more difficult for U.S. persons to benefit from applicable treaty rates that could otherwise reduce withholding on any distributions from the underlying foreign issuer. Recovery of any extra foreign tax withheld can be costly and complex, and recovery might not be available for certain registration types such as individual retirement accounts. 15  Derivatives Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, bond, or currency), a physical asset (such as gold, oil, or wheat), or a market index (such as the S&P 500® Index). Investments in derivatives may result in different risks from, and possibly greater than, those of the underlying securities, assets, or market indexes. Derivatives could experience losses if the underlying securities, assets, or market indexes do not perform as anticipated, and changes in the value of a derivative might not correlate as anticipated with the underlying securities, assets, or market indexes, thereby reducing their effectiveness. Some derivatives may involve leverage because they can provide investment exposure in an amount exceeding the initial investment. As a result, the use of derivatives may be more volatile than a direct investment in the underlaying financial asset, because leverage tends to exaggerate the effect of any increase or decrease in the value of the position. Leverage can magnify investment risks and cause losses to be realized more quickly, and a small change in the underlying security, asset, or market index can lead to significant losses. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. Derivative investments are subject to credit risks associated with the issuer of, or counterparty to, the derivative investment. Real Estate Real estate is a cyclical industry that is sensitive to interest rates, economic conditions (both nationally and locally), property tax rates, and other factors. Changes in real estate values or economic downturns can have a significant negative effect on issuers in the real estate industry including REITs. Commodity-Linked Investing Commodity-linked investments can be leveraged and can be more volatile and less liquid than the underlying commodity, instruments, or measures. The performance of commodity-linked investments can be affected by the performance of individual commodities and the overall commodities markets, as well as by weather, political, tax, and other regulatory and market developments. A commodity-linked investment is subject to credit risks associated with the issuer of, or counterparty to, the commodity-linked investment. The commodities industries can be significantly affected by the level and volatility of commodity prices; the rate of commodity consumption; world events including international monetary and political developments; import controls, export controls, and worldwide competition; exploration and production spending; and tax and other government regulations and economic conditions. Currency Exposure Certain securities can be exposed to foreign currencies and, as a result, could experience losses based solely on the relative strength or weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between foreign currencies and the U.S. dollar. Currency transactions tied to emerging markets can present market, credit, liquidity, legal, political, and other risks different from, or greater than, the risks of currency transactions tied to developed foreign countries. 16  Portfolio Turnover Risk Certain strategies engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short-term capital gains that are generally taxable as ordinary income. The effects of higher portfolio turnover may adversely affect Account performance. Legislative and Regulatory Risk Investments could be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations could impact the securities markets as a whole, specific industries, or individual issuers of securities. Generally, the impact of these changes will not be fully known for some time. Tracking Error Tracking error risk applies, which means the performance might not match that of the benchmark it attempts to track, either on a daily or aggregate basis. Factors such as fees and trading expenses, client-imposed restrictions, imperfect correlation between the portfolio’s investments and the index, changes to the composition of the index and regulatory policies all contribute to tracking error. Tracking error risk might cause the performance of a Client portfolio to be less or more than expected. Sustainable Strategies Investing based on sustainability factors may cause an account to forgo certain investment opportunities available to accounts that do not use such criteria. Because of the subjective nature of sustainable investing, there can be no guarantee that criteria used by FIWA or a third-party, as applicable, in its sustainable strategies will reflect the beliefs or values of any particular account. Certain sustainability-related exclusions are based in whole or in part on data provided by one or more third-party vendor(s) and are, therefore, subject to each vendor's industry and product line definitions (which may vary from those of FIWA) and data limitations. Data used in applying the exclusion criteria may include inputs self- disclosed by companies as well as estimates where public disclosures are unavailable. Additionally, FIWA relies upon information and data obtained through third-party reporting, which, if incomplete or inaccurate, could result in FIWA imprecisely evaluating an issuer’s practices with respect to material sustainability factors. Tax Management Investing Risk Investment strategies that seek to enhance after-tax performance may be unable to fully realize strategic gains or harvest losses due to various factors, including market conditions. At times, investing techniques that consider tax consequences may cause a Client portfolio to hold a security in order to achieve more favorable tax treatment or to sell a security in order to create tax losses if consistent with an Account’s investment guidelines. A tax loss realized by a Client after selling a security will be deferred if the Client purchases the same or substantially the same security within thirty days (either before or after such sale). Although FMR generally seeks to avoid “wash sales,” FMR may not avoid wash sales in all circumstances, including as a result of trading by a Client in portfolios not managed by FIWA and FMR. A wash sale may also be triggered for a Client when FMR has sold a security for loss harvesting in an Account and shortly thereafter FIWA and FMR are directed by the Client to invest additional cash resulting in a 17  repurchase of the security. FIWA relies on information provided by Clients in an effort to provide investing techniques that seek to enhance after tax returns. FIWA cannot guarantee the effectiveness of these investing techniques. FIWA considers multiple risks and costs in addition to investing techniques that consider tax consequences in managing an Account, and therefore changes could be made to an Account even if such changes trigger significant tax consequences. Regulatory and Issuer Specific Limits Due to regulatory and issuer-specific limits that apply to the ownership of securities of certain issuers, Fidelity limits investments in the securities of such issuers. Similar limitations apply to futures and other derivatives, such as options. In addition, Fidelity from time-to-time determines that, because of regulatory requirements that apply to Fidelity in relation to investments in a particular country or in an issuer operating in a particular regulated industry, investments in the securities of issuers domiciled or listed on trading markets in that country or operating in that regulated industry above certain thresholds is impractical or undesirable. The foregoing limits and thresholds may apply at the account level or in the aggregate across all accounts (or certain subsets of accounts) managed, sponsored, or owned by, or otherwise attributable to, Fidelity. For investment risk management and other purposes, Fidelity also generally applies internal aggregate limits on the amount of a particular issuer’s securities that are owned by all such accounts, although such limits may vary for certain accounts established to develop performance track records. In connection with the foregoing limits and thresholds, FMR limits or excludes clients’ investments in particular issuers, futures, derivatives and/or other instruments (or limits the exercise of voting or other rights) and investment flexibility may be restricted. In addition, to the extent that client accounts already own securities that directly or indirectly contribute to such an ownership threshold being exceeded, Fidelity generally sells securities held in such accounts to bring account-level and/or aggregate ownership below the relevant threshold. If any such sales result in realized losses for client accounts, those client accounts may bear such losses depending on the particular circumstances. If transitions of assets into a Client’s Account are made without notice to Fidelity, certain assets or portions of assets may be rejected or sold down if required in Fidelity’s discretion. Fidelity takes no responsibility for any losses or tax consequences associated with unauthorized transfers of assets in the Accounts. Cybersecurity Risks With the increased use of technologies to conduct business, FIWA and its affiliates are susceptible to operational, information security, and related risks. These risks could include events that are wholly or partially beyond our control and may have a negative effect on our ability to conduct business activities. We believe that we have taken reasonable steps to mitigate these risks, but do not believe that we can eliminate them altogether. In general, cyber incidents can result from deliberate attacks or unintentional events that can arise from external or internal sources. The increasing sophistication and accessibility of technology, including tools leveraging artificial intelligence, can be exploited by malicious actors to enhance the scale and impact of cyber-attacks. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment, or systems; and causing operational disruption. Cyber-attacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of- 18  service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting FIWA, its affiliates, or any other service providers (including but not limited to accountants, custodians, transfer agents, and financial intermediaries used by Fidelity or by an issuer of securities) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate asset prices, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which an account invests, counterparties with which an account engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers) and other parties. Operational Risks Operational risks include risks of loss arising from failures in internal processes, people, or systems, such as routine processing incidents or major systems failures, or from external events, such as exchange outages. For example, computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems, including those FIWA outsources to other providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors. These factors could include events that are wholly or partially beyond FIWA’s control and may have a negative impact on our ability to conduct business activities. Though losses arising from operating, information or technology systems failures could adversely affect a Client account’s performance, such losses would likely not be reimbursable under FIWA’s policies. Algorithms can be used by FIWA and its affiliates and contribute to operational risks. There is a risk that the data input into the algorithms could have errors, omissions, or imperfections, or that the algorithms do not operate as intended. Any decisions made in reliance on incorrect data or algorithms that do not operate as intended can expose Clients to potential risks. Issues in the algorithm are often extremely difficult to detect and can go undetected for long periods of time or never be detected. These risks are mitigated by testing and human oversight of the algorithms and their output. FIWA believes that the oversight, testing, and monitoring performed on algorithms and their output will enable the parties described above to identify and address issues appropriately. However, there is no assurance that the algorithms will always work as intended. In general, we will not assess each Client’s account individually, nor will there be a process to override the outcome of the algorithm with respect to any particular account. Errors Although FIWA and its affiliates take reasonable steps to avoid errors, occasionally errors do occur. FIWA maintains policies and procedures that address the identification and correction of errors, consistent with applicable standard of care, to ensure that Clients are treated fairly when an error has been detected. FIWA seeks to identify errors and works with appropriate parties to correct errors as quickly as is reasonably possible. The determination of whether an incident constitutes an error is made by FIWA or its affiliates, in their sole discretion. FIWA will evaluate each situation independently, and unless prohibited by applicable law, we can net a Client’s gains and losses 19  from the error or a series of related errors with the same root cause and compensate Clients for the net loss. This corrective action can result in financial or other restitution to the Client Account, or inadvertent gains being reversed out of the Client Account. For Off-Platform Accounts, the error correction policies and procedures of the unaffiliated broker-dealers/custodians involved in such Off-Platform Accounts will apply in the review and resolution of any applicable incidents or errors in Client Accounts. DISCIPLINARY INFORMATION There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of FIWA’s business or the integrity of its management personnel. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS FIWA is a wholly owned subsidiary of FMR LLC, a Delaware limited liability company that, together with its affiliates and subsidiaries, is generally known to the public as “Fidelity Investments” or “Fidelity.” Various direct or indirect subsidiaries of FMR LLC are engaged in investment advisory, brokerage, banking, or insurance businesses. From time to time, FIWA or Clients will have material business relationships with the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of FIWA serve as officers and/or employees of affiliated companies that are engaged in various aspects of FMR LLC’s businesses. In addition, FIWA or its affiliates provide certain investment management personnel to or use the investment management personnel of certain affiliates under personnel sharing arrangements or other inter-company agreements. FIWA is not registered as a broker-dealer, municipal adviser, futures commission merchant, commodity pool operator, or commodity trading advisor, nor does it have an application pending to register as such. Certain management persons of FIWA are registered representatives, employees, and/or management persons of FBS, NFS, and/or FDC, who are FIWA affiliates and registered broker-dealers. FIWA has, and Clients could have, a material relationship with the following affiliated companies: Investment Companies and Investment Advisers • Fidelity Management & Research Company LLC (“FMR”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FMR principally provides portfolio management services as an adviser or sub-adviser to registered investment companies. FMR also provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR or its affiliates provide certain administrative services to its other affiliates, including, but not limited to, securities execution, investment compliance and proxy voting. FMR also provides portfolio management services as a sub adviser to FIWA for its Fidelity Institutional Custom SMAs. 20  • FIAM LLC (“FIAM”), a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act, and is registered with the Central Bank of Ireland. FIAM provides investment management services, including sub-advisory services to certain of FIWA’s affiliates. • FMR Investment Management (UK) Limited (“FMR UK”), an indirect wholly owned subsidiary of FMR, is registered as an investment adviser under the Advisers Act and is authorized by the U.K. Financial Conduct Authority to provide investment advisory and asset management services. FMR UK provides investment advisory and portfolio management services to certain collateralized loan obligation (“CLO”) issuers and as a sub-adviser to certain of FMR’s clients, including investment companies in the Fidelity group of funds, and provides trading services to FMR and its affiliates. FMR UK provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR UK is also authorized to undertake insurance mediation as part of its benefits consulting business. FMR UK is also registered with the Central Bank of Ireland. • Fidelity Management & Research (Japan) Limited (“FMR Japan”), a direct wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Japan Financial Services Agency (Kanto Local Finance Bureau) to provide investment advisory and discretionary investment management services. FMR Japan supplies investment research and investment advisory information and provides discretionary investment management services to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. • Fidelity Management & Research (Hong Kong) Limited (“FMR Hong Kong”), a wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Hong Kong Securities & Futures Commission to advise on securities, dealing in futures contracts, provide asset management services, and conduct trading services. FMR Hong Kong provides investment advisory or portfolio management services as a sub-adviser with respect to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and provides trading services to its affiliates. FMR Hong Kong provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. • Strategic Advisers LLC (“Strategic Advisers”), a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act. Strategic Advisers is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and is a member of the National Futures Association (“NFA”). Strategic Advisers provides discretionary and non-discretionary advisory services, and acts as the investment manager to registered investment companies that invest in affiliated and unaffiliated funds. Strategic Advisers serves as the sponsor and discretionary manager to investment advisory programs and can retain the services of affiliated and unaffiliated sub-advisers and model providers for its advisory programs. 21  • Fidelity Diversifying Solutions LLC (“FDS”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FDS is registered with the CFTC under the Commodity Exchange Act of 1936, as amended (“CEA”), as a CPO and a commodity trading adviser (“CTA”). FDS is a member of the NFA. FDS provides discretionary advisory and sub-advisory services. Participating Affiliates • Fidelity Business Services India Private Limited (“FBS India”), with its registered office in Bangalore, is incorporated under the laws of India and is ultimately owned by FMR LLC through certain of its respective direct or indirect subsidiaries. Certain employees of FBS India (FBS India Associated Employees) may from time to time provide certain research services for FIWA, which FIWA provides to its customers. FBS India is not registered as an investment adviser under the Advisers Act, and is deemed to be a “Participating Affiliate” of FIWA (as this term has been used by the U.S. Securities and Exchange Commission’s Division of Investment Management in various no-action letters granting relief from the Advisers Act’s registration requirement for certain affiliates of registered investment advisers). FIWA deems FBS India and certain of its employees as associated persons of FIWA within the meaning of Section 202(a)(17) of the Advisers Act, because FBS India, through such employees, contribute to FIWA’s research process and may have access to information concerning investment research reports and ratings prior to the dissemination of such reports and ratings to FIWA’s customers. As a Participating Affiliate of FIWA, FBS India has agreed to submit itself to the jurisdiction of United States courts for actions arising under U.S. securities laws in connection with investment advisory activities conducted for FIWA’s customers. FIWA maintains a list of the employees of FBS India whom it has deemed associated persons, which it will make available to current and prospective U.S. clients upon request. Broker-Dealers • Fidelity Global Brokerage Group, Inc. (“FGBG”), a wholly-owned subsidiary of FMR LLC, wholly-owns six broker-dealers: Fidelity Brokerage Services LLC, National Financial Services LLC, Fidelity Distributors Company LLC, Fidelity Prime Financing LLC, Digital Brokerage Services LLC and Green Pier Fintech LLC. FGBG acts as a holding company and provides certain administrative services to various FIWA affiliates. • FDC, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). FDC is the principal underwriter for business development companies (“BDCs”) and general distributor of shares of the Fidelity family of registered investment companies (including, open-end mutual funds, ETFs, and closed-end funds). FDC markets products such as mutual funds, ETFs, closed-end funds, private funds, and commingled pools advised by FIWA’s affiliates, or certain unaffiliated advisers to certain third-party financial intermediaries and institutional investors. Pursuant to an agreement, FDC receives indirect compensation for Client referrals to the Fidelity Institutional Custom SMAs to Intermediaries. 22  • NFS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and is a fully disclosed clearing broker-dealer. As such, NFS provides clearing, settlement, and execution services for other broker-dealers, including its affiliate FBS. Fidelity Capital Markets (“FCM”) is a division of NFS that provides trade executions for Fidelity affiliates and other advisory clients. Additionally, FCM operates CrossStream®, an alternative trading system that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. CrossStream® is used to execute transactions for FIWA’s affiliates’ investment company and other advisory clients. NFS provides transfer agent or subtransfer agent services and other custodial services to certain of FIWA’s or FIWA’s affiliates’ clients. NFS may also provide securities lending services to certain of FIWA’s or FIWA’s affiliates’ clients and may borrow securities from affiliated and unaffiliated funds. Additionally, NFS provides prime brokerage services to certain of FIWA’s of FIWA’s affiliates’ clients. For On-Platform Accounts, NFS acts as clearing broker and custodian for Clients, and provides administrative, clerical, and back-office services to FIWA in connection with Clients. • LeveL Markets, LLC, a registered broker-dealer and operator of alternative trading systems (“ATS”), operates the Luminex ATS and the LeveL ATS, which allow orders submitted by their subscribers to be crossed against orders submitted by other subscribers. LeveL Markets, LLC is a wholly owned subsidiary of LeveL Holdings, LLC. FGBG and FMR Sakura Holdings, Inc., both wholly owned subsidiaries of FMR LLC, along with other third-party financial institutions, have ownership interests in LeveL Holdings, LLC. LeveL Markets, LLC charges a commission to both sides of each trade executed in the Luminex ATS and LeveL ATS. The Luminex ATS and LeveL ATS are used to execute transactions for FIWA’s affiliates’ investment company and other advisory clients. NFS serves as a clearing agent for transactions executed in the Luminex ATS. • FBS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and provides brokerage products and services, including the sale of shares of investment companies advised by FMR to individuals and institutions, including retirement plans. In addition, FBS distributes variable insurance products that are issued by FMR’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company (“EFILI”), as well as by third party insurance companies that are not affiliated with any Fidelity Investments company. Pursuant to an agreement, FBS receives compensation for Client referrals to the Fidelity Institutional Custom SMAs. • Digital Brokerage Services LLC (“DBS”), a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act. DBS provides securities brokerage services to a retail customer base through digital mobile application-based brokerage platform. DBS clears all customer transactions through Green Pier Fintech LLC, an affiliated registered broker-dealer, on a fully disclosed basis. 23  Insurance Companies or Agencies • FILI, a wholly owned subsidiary of FMR LLC, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA affiliates. • EFILI, a wholly owned subsidiary of FILI, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA affiliates to residents of New York. • FIA, a wholly owned subsidiary of FMR LLC, is engaged in the business of selling life insurance and annuity products of affiliated and unaffiliated insurance companies. Banking Institutions • Fidelity Management Trust Company (“FMTC”), a wholly owned subsidiary of FMTC Holdings LLC, which in turn is wholly owned by FMR LLC, is a limited-purpose trust company organized and operating under the laws of The Commonwealth of Massachusetts, provides non-discretionary trustee and custodial services to employee benefit plans and individual retirement accounts, and discretionary investment management services to institutional clients and acts as trustee and investment manager of collective investment trusts and separate accounts. • Fidelity Personal Trust Company, FSB, a wholly owned subsidiary of Fidelity Thrift Holding Company, Inc., which in turn is wholly owned by FMR LLC, is a federal savings bank that offers fiduciary services to its customers that include trustee or co‐trustee services, custody, principal and income accounting, investment management services, and recordkeeping and administration. • Fidelity Institutional Asset Management Trust Company (“FIAM TC”), a trust company organized under the laws of the State of New Hampshire, provides investment management services principally for institutional clients including employee benefit plans and acts as trustee and investment manager of its collective investment trusts. FIAM TC is a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING FIWA has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to officers, directors, employees (including certain contractors), and other supervised persons of FIWA and requires that they place the interests of clients above their own. The Code of Ethics establishes securities transaction requirements for all covered employees and their covered persons, including their spouses. More specifically, the Code of Ethics contains provisions requiring the following: • Standards of general business conduct reflecting the investment advisers’ fiduciary 24  obligations; • Compliance with applicable federal securities laws; • Employees and their covered persons move their covered accounts to FBS unless an exception exists or prior approval is obtained; • Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information; • Prohibition of purchasing securities in initial public offerings unless an exception has been approved; • Reporting of Code of Ethics violations; and • Distribution of the Code of Ethics to all supervised persons, documented through acknowledgments of receipt. Core features of the Code of Ethics generally apply to all Fidelity employees. The Code of Ethics also imposes additional restrictions and reporting obligations on certain advisory personnel, research analysts, and portfolio managers. Such restrictions and reporting obligations include (i) the preclearing of transactions in covered securities with limited exceptions, (ii) a prohibition on investments in limited offerings without prior approval, (iii) a prohibition on personal trading by a portfolio manager within seven days before or after a trade in any covered security of the same issuer by a fund or account managed by such portfolio manager except in limited circumstances, (iv) the reporting of transactions in covered securities on a quarterly basis with limited exceptions, (v) the reporting of securities accounts and holdings of covered securities at the time of hire and annually thereafter, (vi) restricts the selling short of a covered security, and (vii) the disgorgement of profits from short-term transactions with limited exceptions. Violation of the Code of Ethics requirements can also result in the imposition of remedial action. The Code of Ethics will generally be supplemented by other relevant Fidelity policies, including the Policy on Inside Information, Rules for Broker- Dealer Employees, and other written policies and procedures adopted by Fidelity and FIWA. A copy of the Code of Ethics will be provided on request. From time to time, Fidelity personnel can buy or sell securities for themselves and also recommend those securities to clients. The conflicts of interest involved in such activities are contemplated in the Code of Ethics and other relevant Fidelity policies. In particular, the Code of Ethics and other Fidelity policies are designed to make it clear to Fidelity personnel that they should never place their personal interests ahead of Fidelity’s clients in an attempt to benefit themselves or another party. The Code of Ethics and other Fidelity policies impose sanctions if these requirements are violated. From time to time, in connection with our business, certain Fidelity personnel may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, Fidelity has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals and other employees. In addition, Fidelity has implemented a Corporate Gifts & Entertainment Policy intended to set standards for business entertainment and the giving or receiving of gifts, help employees make sound decisions with respect to these activities, and ensure that the interests of Fidelity’s clients come first. Similarly, to support compliance with applicable “pay-to-play” rules, Fidelity 25  has implemented a Personal Political Contributions & Activities policy which requires employees to pre-clear political contributions and activities. Fidelity also has a Global Anti- Corruption Policy regarding commercial bribery and bribery of government officials that prohibits directly or indirectly giving, offering, authorizing, promising, accepting, or receiving any bribe, facilitation payment, kickback, or payoff (whether in cash or any other form) with the intent to improperly obtain or retain business or any improper advantage. BROKERAGE PRACTICES FIWA retained the services of FMR to provide discretionary investment management for the Fidelity Institutional Custom SMAs. Please see the FMR Form ADV Brochure for additional information regarding its discretionary management investment process, including brokerage practices. For certain Accounts, Clients have directed Fidelity to generally execute all brokerage transactions for equity securities with an affiliated broker-dealer such as NFS or certain unaffiliated broker-dealers, however, Fidelity may execute securities transactions with any unaffiliated broker-dealer or bank if Fidelity has formed a reasonable belief that execution quality would meet Fidelity’s overall best execution standards. In these situations, the Client acknowledges and agrees that this directed brokerage may result in the Client not obtaining or negotiating as favorable a price or execution as could possibly be obtained using a non-directed broker-dealer and that Fidelity’s ability to aggregate orders and achieve volume discounts could possibly be negatively affected in some transactions. For On-Platform Accounts, NFS receives remuneration, compensation, or other consideration for directing some customer orders for equity securities to certain market centers for execution. Such consideration may include financial credits, monetary payments, rebates, volume discounts, or reciprocal business. The details of any credit, payment, rebate, or other form of compensation received in connection with the routing of a particular order will be provided upon request, and an explanation of order-routing practices will be provided on an annual basis. In addition, from time to time, FIWA or its affiliates may provide aggregated trade execution data to customers and prospective customers. REVIEW OF ACCOUNTS FIWA has delegated portfolio management services for its Clients to FMR. On a daily basis, FMR will evaluate Fidelity Institutional Custom SMAs with respect to a variety of factors to determine whether the Account may benefit from trading that day. Common reasons Clients experience trading in their Accounts include changes in the model or index, market fluctuations, tax management opportunities, and Client requested activities such as cash deposits or withdrawals. FMR does not anticipate that each Fidelity Institutional Custom SMA will be traded each day. Securities selected for Fidelity Institutional Custom SMAs may be individually tailored based on a Client’s existing holdings and unique financial situation and, where applicable, on the tax attributes of the assets in an Account. A Client can expect that the securities that compose his or her Fidelity Institutional Custom SMA vary, perhaps significantly, from the 26  securities purchased for another Client’s Account managed using the same strategy. In its role as an adviser, FIWA may supply Clients, with periodic reports providing, among other items, comparative performance data. Reports may also be prepared when requested by Clients, and Clients of FIWA may receive customized or different reports than other Clients. Clients should compare any reports that FIWA provides with the account statements received from the account custodian. For Clients that access Fidelity Institutional Custom SMAs through another RIA, the RIA will contact the Client at least annually to evaluate whether there have been any changes to the Client’s personal financial situation that could affect the Client’s investment objective (e.g., risk tolerance, tax situation, planned investment horizon, etc.) or Account including whether the Client wishes to impose any reasonable restrictions on the management of the Account or reasonably modify any existing restrictions. For Clients that contract directly with FIWA, FIWA will contact the Client at least annually for the same purpose. The RIA or FIWA will also send its Clients a reminder at least quarterly to notify them of any change in their financial situation, investment objectives, or to impose reasonable restrictions on the management of their Accounts or reasonably modify any existing restrictions. Clients are responsible for notifying their RIA or FIWA of any changes to their financial situation, investment objectives, or any other changes regarding the management of their Account. FIWA communicates the information obtained from Clients to FMR as necessary for the management the Account. CLIENT REFERRALS AND OTHER COMPENSATION FIWA directly compensates its affiliate FBS for Client referrals. FDC compensates its own representatives for, and receives indirect compensation for marketing the Fidelity Institutional Custom SMAs. FIWA or its affiliates compensate unaffiliated parties for marketing the Fidelity Institutional Custom SMAs on such parties’ managed account platforms or through other venues. All such promotion is treated as an endorsement and conducted in compliance with applicable law. In some instances, FIWA may pay an intermediary platform a technology or similar fee to enable the administration of the Fidelity Institutional Custom SMAs on such platform. Such fee is not an endorsement by any platform sponsor of Fidelity Institutional Custom SMAs or any related advisory services provided by FIWA or its affiliates. FIWA representatives are generally also registered with one or more of our affiliated broker- dealers, FBS, NFS, and FDC. These representatives receive a salary, bonus, and non-cash incentives. Bonus and non-cash incentives can vary and are based on criteria including success in meeting sales goals and total assets. 27  CUSTODY FIWA does not maintain custody for Clients’ assets, however, it is deemed to have “custody” of Client assets in a variety of situations, and in each case FIWA will comply with the custody requirements under the Advisers Act. FIWA has custody of Client assets any time that FIWA or a related person has authority or the ability to obtain possession of Client assets. FIWA would thus be deemed to have custody of Client assets for which an affiliate serves as custodian for those assets in connection with advisory services FIWA provides to Clients. FIWA is therefore deemed to have custody of On-Platform Accounts because FIWA’s affiliate, NFS, is the custodian to those Accounts. NFS, a registered broker-dealer, has custody of On- Platform Account assets and performs certain services for the benefit of those Clients, including trade execution, as well as custodial and related services. Certain representatives of FIWA and NFS share premises and have common supervision. Clients will be sent at least quarterly statements from NFS with pertinent account information. FIWA also is deemed to have “custody” over Client Accounts from which FIWA is authorized to deduct fees or other expenses. FIWA has a reasonable basis for believing that a Client’s custodian sends an account statement, at least quarterly, to the Client. Clients are encouraged to carefully review custodian statements and to compare such official custodial records to any reports that FIWA may provide Clients or their advisors. INVESTMENT DISCRETION While Clients are required to grant discretionary investment authority to FIWA so that such discretion can be passed to FMR, FIWA does not exercise such investment discretion with respect to the purchase or sale of securities for any Client Account. FIWA has delegated to FMR discretionary management authority over the Client Accounts which, includes discretion to effect trades in those Accounts, subject to FIWA’s supervision and oversight. When selecting securities and trading accounts, FMR complies with its policies and procedures, along with account investment guidelines and restrictions as memorialized in the investment management agreement or other operative agreement of the Client. If a Client or its authorized agent of the Client executes trades in a Client’s Account notwithstanding the authority granted to FIWA, neither FIWA nor any of its affiliates are responsible for any losses, errors, performance deviations or impacts, costs, adverse tax consequences, negative effects on the Account’s ability to achieve its investment objectives, or any other effects on such Accounts as a result of such trading activity. In limited circumstances and at a Client’s direction, FIWA has agreed to utilize a third-party model or the Client’s model as described in the investment guidelines to the investment management agreement. FIWA maintains discretion over such Account subject to the parameters described in those guidelines, however, FIWA is not responsible for any losses, errors, performance deviations or impacts, costs, adverse tax consequences or negative effects on the Account’s ability to achieve its investment objectives, or any other effects on such Accounts as a result of use of such model for such Clients, including the model provider’s failure to update timely or accurately the information provided. 28  VOTING CLIENT SECURITIES When authorized by Clients, Fidelity generally cast votes on behalf of Client Accounts by proxy at shareholder meetings of issuers in which Fidelity invests Client assets. For the Clients’ Accounts, Fidelity does not vote proxies solicited by or with respect to the issuers of certain non-U.S. securities. Fidelity has established formal written proxy voting guidelines (the “Guidelines”) that are designed to ensure that proxies on behalf of the Fidelity Funds or Client Accounts (to the extent authorized by Clients) are voted in a manner consistent with the best interests of shareholders and Clients. The Guidelines may not align with the sustainable goal of the Fidelity Institutional Custom SMAs Sustainable Strategies. Fidelity invests in the ordinary course of business and not with the intended effect of changing or influencing control of an issuer. Fidelity has also adopted the Guidelines as part of its proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. FMR provides proxy voting services to FIWA and its affiliates. Fidelity votes on behalf of the Fidelity Funds or Client Accounts (to the extent authorized by Clients) in accordance with the Guidelines. In evaluating proxies, Fidelity considers factors that are financially material to individual companies and investing funds’ or Client Accounts’ investment objectives and strategies in support of maximizing long-term shareholder value. This includes considering the company’s approach to financial, operational, human and natural capital and the impact of that approach on the potential future value of the business. Fidelity will vote on proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Securities on Loan Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund or Client Account derives from the loan outweighs the benefit the fund or Client Account receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date or is otherwise unable to timely recall securities on loan. Compliance with Legal Obligations and Avoiding Conflicts of Interest Voting of shares is conducted in a manner consistent with Fidelity’s fiduciary obligations to the funds and accounts, and all applicable laws and regulations. In other words, Fidelity votes in a manner consistent with the Guidelines and in the best interests of the funds/accounts and their shareholders, as applicable, and without regard to any other Fidelity companies' business relationships. Fidelity takes its responsibility to vote shares in the best interests of the funds or accounts seriously and has implemented policies and procedures to address actual and potential conflicts of interest. 29  Investment Proxy Research (“IPR”), which is part of the Fidelity Fund and Investment Operations department, is charged with administering the Guidelines as agent to facilitate the voting of proxies. IPR votes proxies without regard to any other Fidelity companies’ business relationships with that portfolio company. Like other Fidelity employees, IPR employees have a fiduciary duty to never place their own personal interest ahead of the interests of funds/accounts and their shareholders, as applicable, and are instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Fidelity employees will follow the escalation process included in Fidelity's corporate policy on conflicts of interest. Clients may obtain a complete set of Guidelines, as well as a record of how their proxies were voted, by contacting FIWA at the address or phone number found on the cover of this brochure. In certain cases, Clients have not provided Fidelity the authority to vote proxies. Such Clients should obtain proxies from their custodian or other service provider. Clients may not direct Fidelity’s vote if FIWA has been given proxy voting authority, subject to applicable law. FINANCIAL INFORMATION FIWA does not solicit prepayment of fees greater than 6 months in advance. FIWA is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Clients. REQUIREMENTS FOR STATE-REGISTERED ADVISERS FIWA is not registered with any state securities authority. 30 

Fidelity Managed Account Xchange® Fidelity Institutional Wealth Adviser LLC 245 Summer Street Boston, MA 02210 (866) 925-3629 March 30, 2026 This brochure provides information about the qualifications and business practices of Fidelity Institutional Wealth Adviser LLC (“FIWA”), a Fidelity Investments company, as well as information about the Fidelity Managed Account Xchange® program. Throughout this brochure and related materials, FIWA refers to itself as a “registered investment adviser” or “being registered.” These statements do not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please call us at (866) 925-3629. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. 1  SUMMARY OF MATERIAL CHANGES The SEC requires registered investment advisers to provide and deliver an annual summary of material changes to their advisory services program brochure (also referred to as the Form ADV Part 2A). The section below highlights only material revisions that have been made to the FIWA brochure from March 31, 2025, through March 30, 2026. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. Capitalized terms are defined herein. No material changes were made from March 31, 2025, through March 30, 2026. 2  TABLE OF CONTENTS SUMMARY OF MATERIAL CHANGES .............................................................................................................. 2 ADVISORY BUSINESS ...................................................................................................................................... 4 FEES AND COMPENSATION .......................................................................................................................... 11 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ......................................................... 18 TYPES OF CLIENTS ........................................................................................................................................ 18 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS .......................................... 19 DISCIPLINARY INFORMATION ....................................................................................................................... 33 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................................... 33 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .......................................................................................................................................................... 37 BROKERAGE PRACTICES .............................................................................................................................. 39 REVIEW OF ACCOUNTS ................................................................................................................................. 42 CLIENT REFERRALS AND OTHER COMPENSATION .................................................................................. 43 CUSTODY ......................................................................................................................................................... 44 INVESTMENT DISCRETION ............................................................................................................................ 45 VOTING CLIENT SECURITIES ........................................................................................................................ 45 FINANCIAL INFORMATION ............................................................................................................................. 46 REQUIREMENTS FOR STATE-REGISTERED ADVISERS ............................................................................ 46 3  ADVISORY BUSINESS Fidelity Institutional Wealth Adviser LLC (“FIWA”) is a registered investment adviser and an “indirect, wholly owned subsidiary of FMR LLC (collectively with FIWA and its affiliates, “Fidelity Investments,” “Fidelity,” “us,” or “we”). FIWA was formed in 2016. This brochure covers FIWA’s provision of the Fidelity Managed Account Xchange® program (“FMAX” or the “Platform”) to Intermediaries (defined below). FIWA also offers several other products and services. Brochures dedicated to these other FIWA products and services can be found on the SEC’s website at www.adviserinfo.sec.gov. FMAX is designed to provide financial services firms, including registered investment advisers, broker-dealers, banks, and family offices (“Intermediaries” or, individually, “Intermediary”) with a highly configurable investment advisory platform, which they can use to provide wealth management solutions directly to their clients (“Investors” or individually “Investor”). The Platform can be uniquely configured and branded by the Intermediary based on its specific preferences. The Intermediary has full discretion and sole responsibility to determine the services, features, and investments of the Platform it deems appropriate to meet the needs of its Investors. The Platform offers an integrated user experience for Intermediaries that use Fidelity’s clearing and custody platform. FMAX offers Intermediaries a technology platform of tools and related services to assist them in evaluating an Investor’s financial needs and enables Intermediaries to build personalized solutions for their Investors. While the Platform provides tools designed to assist the Intermediary in Investor profiling, the Intermediary is solely responsible for obtaining appropriate information concerning the Investor’s financial resources, risk tolerance, and investment objectives to produce a personalized and appropriate recommendation. FMAX provides the Intermediary with investment tools and related services such as the Investment Proposal Tool (“Proposal”), which can be configured to include an Investor Profile Questionnaire (“IPQ”). The Intermediary can configure the Platform to its preferences and such preferences will be incorporated into the Proposal and the IPQ. FMAX integrates with a variety of financial technology (“FinTech”) capabilities, including those affiliated with FIWA such as eMoney Advisor LLC (“eMoney”) (financial planning), and WealthscapeSM (a brokerage portal offered by National Financial Services LLC and Fidelity Brokerage Services LLC, each affiliates of FIWA). Generally, the Intermediary separately contracts for these services directly with the applicable FinTech, including the FIWA affiliates. Investors should consult their Intermediary’s Form ADV Part 2A or other applicable disclosure documents for a detailed description of that Intermediary’s specific use of the Platform. Investment Proposal Tool The Intermediary utilizes the Platform to create personalized investment recommendations for Investors. The Intermediary initiates this process by using the Proposal tool. The Proposal tool includes access to an IPQ - a series of risk-based and demographic questions designed to evaluate an Investor’s risk profile and investment preferences, which the Intermediary can use to 4  assist in determining the appropriate investment choices for the Investor. To populate answers in the IPQ, the Intermediary gathers the Investor’s essential financial information, demographic information, and risk tolerance. The IPQ process scores the information captured, resulting in a personalized risk score, which the Intermediary can use to inform its decisions with respect to the selection of investments that may be appropriate for the Investor. The Intermediary may elect to customize the IPQ based on its own preferences or may use other methods to determine the Investor’s risk tolerance. After the Investor’s investment objective is determined, the Intermediary recommends an Investment Advisory Program (“Advisory Program”). The Platform offers three distinct Advisory Programs for Intermediaries to consider for use with Investors: 1) the Fund Strategist Portfolio Program (“FSP Program”), 2) the Separately Managed Account Program (“SMA Program”), and 3) the Unified Managed Account Program (“UMA Program”). These Advisory Programs are described in more detail below. The Intermediary is solely responsible for determining the appropriate Advisory Program to use. The Intermediary, working with their Investor, may also choose to provide its own discretionary or non-discretionary services to the Investor using the Advisor Model Management program (described below). FIWA’s activities under the Advisor Model Management program are administrative in nature and not part of the advisory services provided by FIWA to Intermediary or Investors. Depending on the Advisory Program selected, the Intermediary has flexibility in determining an Investor’s investment options. An Intermediary may set up the Platform to limit the investment options available for Investors to include only investment options that align with the Investor’s risk score. The finalized Proposal is a personalized investment recommendation for the Investor which incorporates their risk profile, preferences, and the specific investment recommendations of their Intermediary. The Proposal, the Statement of Investment Selection (“SIS”), which details the Investor Fee (described below), Terms and Conditions, and any unique Investor preferences, is delivered to the Investor, along with the applicable corresponding brokerage paperwork, to establish the advisory relationship and initiate the account opening. Investment Strategies and Funds The Platform facilitates access to a wide range of professionally managed investment solutions, including fund strategist portfolios (“FSPs”), prepackaged UMA models (also known as Multi-Manager Accounts (“MMAs”)), and style-specific separately managed accounts (“SMAs”) (FSPs, prepackaged UMA models, and SMAs are hereinafter referred to as “Strategies” or individually “Strategy”). These investment Strategies are composed of solutions provided by unaffiliated investment managers, which can include Intermediaries or their affiliates utilizing the FMAX Platform, as well as solutions made available by FIWA and affiliates of FIWA (collectively, “Investment Managers”). FIWA engages directly with these Investment Managers to provide these solutions to Intermediaries for use with Investors. From time to time FIWA may add or remove strategies from the Platform at its discretion. Please note, additional UMA Program options are described in more detail below. Many of the Strategies are accessed through the use of investment models (“Models”). These Models are provided by Investment Managers, each acting as a “Model Provider.” The Model Provider constructs the Model by selecting the underlying investments (individual securities, 5  mutual funds, or Exchange Traded Products “ETPs”) and weights for each Strategy. The Implementation Manager (defined below) implements the Model within the appropriate Investor accounts. In some situations, certain Investment Managers providing SMAs will retain trade discretion (“Discretionary Strategies”) and therefore not deliver their Strategies as a Model as discussed above. These discretionary Investment Managers implement the Discretionary Strategies within the appropriate Investor accounts. Additionally, the Platform provides access to a wide range of actively managed, passively managed, and registered alternative mutual funds and ETPs (including mutual funds and ETFs, which when discussed together are hereinafter referred to as “Funds”). These Funds are sponsored and managed by affiliated and unaffiliated Investment Managers. Investment Manager Research Tools The Platform provides Intermediaries with access to a wide array of data on FSPs, SMAs, and Funds available through the Platform. Historical performance, portfolio composition, and risk analytics information are sourced from FIWA and multiple third-party providers including Investment Managers. Information obtained from third-party sources is believed to be reliable; however, FIWA makes no guarantees that the information supplied by third-party sources is accurate, complete, or timely, and FIWA does not provide any warranties regarding results obtained from its use. FIWA does not independently review the performance calculations of these Investment Managers or performance information from them, and such calculations may not be conducted on a uniform basis, in most cases FIWA requires Investment Managers to be in compliance with Global Investment Performance Standards (“GIPS”) or to obtain audited/verified performance calculations for the FSPs and SMAs included on the Platform. FIWA may allow certain FSPs and SMAs on the Platform without GIPS compliance or audited/verified performance at its discretion. The Intermediary can use the Platform research tools and other functionality to screen and evaluate FSPs, SMAs, and Funds based on its preferences. The results of any sorting or screening functionality available through FMAX is for the Intermediary’s informational purposes only and does not constitute tax, legal, or investment advice or a recommendation by FIWA of any particular investment, manager, Fund, or Strategy. When using any Platform research tools or other functionality, the Intermediary is solely responsible for determining the appropriateness of any Strategy or Fund for use with an Investor. Investment Research and Due Diligence FMAX provides access to investment research and due diligence on FSPs, SMAs, and Funds to Intermediaries using four categories of investment research ratings (which may also be referred to as research statuses): “Does Not Meet,” “Meets-Quantitative,” “Meets-Qualitative,” and “Preferred.” FIWA maintains fundamental and quantitative investment manager research teams to perform the investment due diligence for the FMAX Platform. Although different investment solutions demand unique due diligence requirements, FIWA’s evaluations follow a common four pillar structure as discussed in greater detail in the “Investment Research and Due Diligence” section below. 6  Implementation Manager FIWA has retained Envestnet Asset Management, Inc. (“EAM”), an unaffiliated investment adviser, to provide model implementation and overlay management services (together this function is referred to as “Implementation Manager”) as well as certain administrative services. EAM is granted discretionary authority over Investor accounts by FIWA to perform the implementation of Models received from Model Providers and for particular sleeves in a UMA as described in more detail below. In situations where EAM is acting as Implementation Manager, EAM, or the Investment Manager of a Discretionary Strategy when chosen, will liquidate securities that are transferred in-kind into Investor accounts that do not meet the parameters of the selected Strategy. The Implementation Manager, or the Investment Manager of a Discretionary Strategy when chosen, has the authority to liquidate such assets, and absent special circumstances or direction from the Intermediary, Implementation Manager or the Investment Manager of a Discretionary Strategy when chosen will treat the transfer of securities into the account as an instruction to liquidate the securities. In certain circumstances, Investors will have a taxable event when the Implementation Manager liquidates such assets. Accordingly, Investors should consult their Intermediary and tax consultant before transferring in-kind assets into their FMAX account. For accounts using the Advisor Model Management program (described below), Intermediary is responsible for the liquidation of any assets transferred in-kind. With the exception of liquidating securities transferred in-kind that do not meet the parameters of the selected Strategy, the Implementation Manager does not have discretionary management authority over any SMA when the Intermediary selects a Discretionary Strategy. See the UMA Program section below for additional scenarios where the Implementation Manager does not have discretionary management authority. At its discretion in the future, FIWA may utilize other affiliated or unaffiliated investment advisers to act in the role of Implementation Manager. Advisory Program Offerings The Platform offers three types of Advisory Programs to Intermediaries: FSP, SMAs, and UMAs. Each Advisory Program is described below. The Intermediary is solely responsible for selecting the Advisory Program and Strategies for Investors. Within FMAX, the Intermediary has the ability to customize each Advisory Program name. Please consult your Intermediary’s Form ADV Part 2A brochure to determine their use of customized Advisory Program names. FSP Program The FSP Program provides Intermediaries with access to a universe of professionally managed Models composed of Funds for use with their Investors. A Model’s risk rating allows the Intermediary to select Models aligned with an Investor’s risk profile and investment objectives. The Intermediary is solely responsible for determining the Investor’s asset allocation and selecting the Investment Manager for the Investor in the FSP Program. SMA Program The SMA Program provides Intermediaries with access to a universe of investment style- specific professionally managed portfolios composed of individual securities and/or Funds for use with their Investors. Intermediaries selecting the SMA Program have access to investment 7  portfolios from Investment Managers specializing in a variety of investment disciplines. The SMA Program may be defined using the term “Separate Account” program on the SIS and related documents. The Platform assists the Intermediary in identifying the SMAs that correspond to the proposed asset classes and styles, or the Intermediary can independently identify SMAs that align with an Investor’s risk profile and investment objectives. These SMAs can be managed on a discretionary basis by the Investment Manager, or provided in model form, in which case the SMA will be traded by the Implementation Manager. Certain discretionary Investment Managers offer highly customized SMA strategies and direct indexing portfolios. The customized SMA strategies typically require additional input from the Intermediary or Investor. This input can include account level security or sector-based restrictions or tilts, or customizations based on an Investor’s specific tax or sustainable preferences. It can also include modifications to asset allocations in a multi-asset solution or include tilts away from or toward certain investment styles as part of the Investor’s account construction. Intermediaries and Investors should review and monitor these custom portfolios to ensure they continue to be consistent with the Investor’s risk profile and investment objectives. Please see the Form ADV Part 2A for the relevant discretionary Investment Manager(s) for additional information on these strategies. UMA Program The UMA Program includes access to Intermediary managed UMAs and professionally managed prepackaged UMAs. In the UMA Program, an Intermediary has the ability to incorporate multiple Funds, FSPs, SMAs, and Intermediary Managed Sleeves (defined below) into a single brokerage account by accounting for each unique investment strategy as a unique investment “sleeve” within a single account (e.g., Fund sleeves, individual SMA manager sleeves, etc.). The Intermediary develops a UMA portfolio for an Investor by first creating its own asset allocation. The Intermediary then determines the investment solution(s) to utilize within the UMA from the options available on the Platform. Once the Intermediary has established the solutions used in the UMA portfolio, the Implementation Manager provides implementation management services for UMA accounts and implements securities purchases and sales for the account based on (i) the composition of the Models provided by any Model Providers used in the UMA portfolio, and/or (ii) instructions of the Intermediary as to weighting of any Funds. In situations where an Intermediary selects a Discretionary Strategy for a particular sleeve within a UMA, the Investment Manager providing that Discretionary Strategy, not the Implementation Manager, will implement trade orders for the portion of the UMA they have been assigned. The Intermediary may also utilize a portfolio they have created within the Advisor Model Management program, discussed below, as a sleeve within the UMA (an “Intermediary Managed Sleeve”). In this scenario the Implementation Manager, not the Intermediary, will implement trade orders for the Intermediary Managed Sleeve. However, in certain circumstances such as when the Intermediary Managed Sleeve holds fixed income or thinly traded securities, the Intermediary (not the Implementation Manager) may be responsible for trading the Intermediary Managed Sleeve. Other than providing administrative access to the services of the Implementation Manager, FIWA does not 8  provide any investment advisory services to the Intermediary or Investors as part of the Intermediary Managed Sleeve. The Intermediary may also select a prepackaged UMA. In the prepackaged UMA, the Intermediary will select a prepackaged asset allocation and investment solution provided by an Investment Manager. The Implementation Manager provides portfolio implementation management services for the prepackaged UMA accounts. For accounts that meet certain eligibility requirements, an Intermediary may elect to engage Envestnet Portfolio Management Consultants (“ENV PMC”) Private Wealth Consulting Group to create customized portfolio recommendations for Investors. This service is intended for high-net-worth clients looking for customized portfolio creation and ongoing management. Tax and Values Overlay Services For accounts that meet certain eligibility requirements, an Intermediary may offer its Investors the ability to utilize the Platform’s tax and/or values overlay services (“Tax Overlay” and “Values Overlay”). Tax Overlay services seek to improve the Investor’s after-tax returns by analyzing holdings and trading activities in an account. Values Overlay allows an Intermediary to integrate sustainability factors into the management of an Investor’s account. If selected by the Intermediary and Investor, the Implementation Manager provides the Tax Overlay and/or Values Overlay services to an account or sleeve. Neither FIWA nor the Implementation Manager provide tax planning advice or services and Investor’s should consult their accountant or tax professional. Consulting Services Upon request, FMAX investment consultants may provide non-discretionary advice, research and information to Intermediaries related to an Intermediary’s portfolio construction activities in a variety of contexts, including but not limited to within model portfolios or UMAs. The Intermediary remains solely responsible for determining the initial and ongoing appropriateness of any portfolio construction approach, asset allocation, or investment solution choices it elects to recommend to the Investor. Unsupervised Assets Intermediaries have the ability to designate certain holdings in their Investors’ accounts as “unsupervised assets,” meaning they are held within an FMAX account but are not managed or overseen through the FMAX Program. The Intermediary is solely responsible for monitoring and managing the holdings designated as unsupervised assets. The Intermediary is also responsible for any fee calculation and billing administration on unsupervised assets. Account Customization, Investment Restrictions and Wrap Fee Programs The Platform is designed to enable Intermediaries to comply with Rule 3a-4 under the Investment Company Act of 1940. Each Investor’s account is managed by the Intermediary on the basis of the Investor’s financial situation and stated investment objectives. Investors may also request reasonable investment restrictions be placed on an account. Requests for investment restrictions must be approved by the Implementation Manager or the discretionary 9  Investment Manager, as applicable. Investors should understand that investment restrictions are not acted upon immediately by the Implementation Manager or discretionary Investment Managers due to the operational processes associated with communicating and reviewing such restrictions. In addition, investment restrictions can have an adverse effect on account performance, asset diversification and the stated investment objective of a Strategy, compared to an account that is fully invested in the investment solutions recommended by your Intermediary. Intermediaries will contact each Investor at least annually, and notify each Investor at least quarterly, to determine whether there have been any changes to the Investor’s financial situation or investment objectives, and whether the Investor wishes to impose any reasonable restriction on the management of the account. Intermediaries are responsible for notifying FIWA of any changes to an Investor’s financial situation, investment objectives, or any other change regarding the management of their account. FIWA offers FMAX as a wrap fee program. Intermediaries are permitted to offer one or more of the FMAX Advisory Programs as “wrap fee programs” to Investors as described in the Intermediary’s Form ADV Part 2A. Performance Reporting and Support Services The Platform provides on-demand performance reporting capabilities to assist the Intermediary in monitoring Investor portfolios, as well as the capability for the Intermediary to deliver regular performance reporting to Investors. FMAX provides flexibility to the Intermediary to configure the Platform based on its specific needs and preferences, including investment policy rules, investment options, pricing, performance reporting, capital market assumptions, and asset classifications. FIWA and its affiliates also provide support services to Intermediaries, including deployment, operational and technical support, and training. Additionally, the Platform provides Investment Managers with access to certain reporting including data analytics derived from Intermediaries and Investment Managers use of Funds or other investment products for Investors through the FMAX Platform. Other Services Separate from the Advisory Programs discussed above, FMAX enables an Intermediary to utilize the Advisor Model Management (“AMM” or “Advisor Model”) functionality. AMM is also known as Advisor as Portfolio Manager (“APM”) or Intermediary Management Tool Suite (“IMTS”). AMM allows an Intermediary to create, manage, and trade proprietary portfolios selected from any investments offered on the Platform. This offering is administrative in nature and not part of the advisory services provided by FIWA to an Intermediary or Investors. Accordingly, the Implementation Manager will not trade or provide any advisory services to Investors as part of an Intermediary’s use of the AAM (except to the extent the suite is used to construct a sleeve in a UMA, as noted above). In AMM, the Intermediary is solely responsible for creating, managing, trading, and making any recommendations with respect to its proprietary portfolios or any investments. Please note that within FMAX, the Intermediary has 10  the ability to customize the name of the AMM. Please consult with your Intermediary to determine their use of a customized naming convention for the AMM. Intermediaries may elect to use FMAX’s standalone reporting service. This service provides reporting and billing administration on accounts managed or serviced by the Intermediary and custodied at FIWA’s affiliate, National Financial Services LLC (“NFS”) or another custodian, but not held within an FMAX Advisory Program or the Advisor Model Management program. In addition, Intermediaries may offer their Investor clients the ability to include assets not held within an FMAX Advisory Program in FMAX client reports alongside their FMAX Advisory Program assets. These non-advisory assets can be custodied at NFS or another custodian. The Intermediary is solely responsible for monitoring and managing these reporting only assets, as well as any presentation of the assets in the FMAX client reports. Intermediaries may also purchase additional reporting services that provide enhanced reporting on an Investor’s FMAX and non-FMAX holdings (“Data Aggregation Reporting”). Assets Under Management As of December 31, 2025, FIWA managed $9,384,114,700 of client assets on a discretionary basis in relation to services that are not covered by this brochure. As of December 31, 2025, FIWA did not have any non-discretionary regulatory assets under management. FEES AND COMPENSATION Advisory Fees In general, Investors on the FMAX Platform will pay a wrap fee (“Investor Fee”), which includes the fees for the services of their Intermediary (“Intermediary Fee”) as well as fees associated with FMAX (the “Program Fee”). The cost of investment advisory services provided through FMAX may be more or less than the cost of purchasing similar services separately. Among the factors impacting the relative cost of FMAX to a particular Investor include the Intermediary Fee, the size of the account, the type of Advisory Program, the size of the assets devoted to a particular strategy, and the discretionary Investment Managers and Funds selected. Intermediary Fee The Intermediary Fee is determined by the Intermediary not FIWA. Within the FMAX Platform, your Intermediary has the ability to illustrate or describe the applicable fees in a manner that does not display the fee component breakdown as described in this section. Investors should separately refer to the Intermediary’s Form ADV Part 2A and fee schedule in the Investor’s agreement with the Intermediary for a description of the Intermediary’s fees for particular account(s). Program Fee The Program Fee is paid to FIWA and covers the services associated with FMAX, including access to the Platform, services from the Investment Managers; implementation of a Model or administration of a Discretionary Strategy; and certain brokerage, clearing, and custody 11  services that are provided by FIWA’s affiliates, including Fidelity Brokerage Services LLC (“FBS”) and NFS. The Program Fee may also include an additional fee, as more fully described in the section entitled “Other Issues Related to Fees” below, on any mutual fund for which Fidelity does not receive a servicing fee from the Fund or its affiliates. The Program Fee generally includes investment management services composed of Investor profiling assistance, asset allocation assistance, style allocation assistance, research and evaluation of investment Strategies and Funds, if applicable (as discussed in greater detail in the “Investment Research and Due Diligence” section below), investment consulting services, account performance calculations, account rebalancing, account reporting, billing administration, and other operational and administrative services. Investors whose Intermediaries perform or utilize a third-party to perform certain of the services listed above may pay a lower Program Fee. In certain cases, the Program Fee will also provide Intermediaries with access to programs and services offered by affiliates of FIWA designed to assist the Intermediary in providing financial planning and other services to Investors in the FMAX program. In these circumstances, the Program Fee for the service may be higher for Investors where an Intermediary has elected to take advantage of these additional services. Please consult the documentation and Form ADV Part 2A provided by your Intermediary for additional information. The services associated with accessing Investment Manager Strategies and either implementing them in an Investor account, in the case of a Model, or administering them, in the case of a Discretionary Strategy, are also included in the Program Fee. The Program Fee will vary depending on the specific Strategy selected by the Intermediary. Some Investment Managers, including FIWA, choose to subsidize the cost of implementing and administering Strategies which, in turn, may reduce the Program Fee charged to the Investor account. As a result, Investment Manager and Strategy fees can vary across different managed account programs, and in some cases fees associated with investment Strategies provided by FIWA or affiliates of FIWA in certain programs may be higher or lower than those of unaffiliated Investment Managers. In addition, Intermediaries have the ability to negotiate lower fees with certain Investment Managers, and as a result Investors may bear different fees for certain Investment Managers depending on their Intermediary. Fees paid to Investment Managers can be up to 1.00% of the assets under management. The Intermediary is solely responsible for selecting the Investment Managers for Investor accounts. Certain Investment Managers participating in the FSP Program may not charge management fees because they utilize their proprietary mutual funds and/or ETPs and receive fees from the underlying expenses of the Funds used in the Model. The standard Program Fee schedules for FMAX’s Advisory Programs are detailed below, but different fees may be separately negotiated by the Intermediary. Such fees may be contingent on the time period for which the Program is retained by Intermediary. FIWA may either waive or discount the Program Fee for FMAX accounts that utilize Funds, FSPs, SMAs, and MMAs managed by FIWA and its affiliates. In addition, Intermediary may negotiate a waiver or reduction of the Program Fee subject to meeting certain stated objectives, certain asset levels, 12  or as otherwise negotiated. Program Fees may also vary based on the Platform customizations implemented by the Intermediary. FIWA may also impose a minimum Program Fee under negotiated terms. The actual fee charged within the ranges noted below depends on the specific Investment Manager or Strategy selected by the Intermediary and possible householding discounts for Investors with multiple accounts. The Program Fees by Advisory Program below do not include the Intermediary Fee, nor the fees charged by Funds as part of the Fund’s expense ratio. Program Fee by Advisory Program FSP Program SMA Program UMA Program 0.19% - 0.81% 0.22% - 0.94% 0.22% - 0.94% First $250,000 0.18% - 0.80% 0.21% - 0.93% 0.21% - 0.93% Next $250,000 0.16% - 0.78% 0.18% - 0.90% 0.18% - 0.90% Next $500,000 0.14% - 0.76% 0.16% - 0.88% 0.16% - 0.88% Next $1,000,000 0.12% - 0.74% 0.14% - 0.86% 0.14% - 0.86% Next $3,000,000 0.10% - 0.72% 0.12% - 0.84% 0.12% - 0.84% > $5,000,000 Other Advisory Fees The additional fee for Tax and Values Overlay services (described above in “Advisory Business”) ranges from .05% to 0.10% annually based on account value, which is applied to the Investor’s whole account, and it applies when Tax Overlay services, Values Overlay services, or a combination of services are provided to an account. The Tax Overlay services may be subject to a minimum annual dollar fee. FIWA does not control, and may not be aware of, additional fees charged by the Intermediary for services described as overlay management. The Intermediary is solely responsible for recommending or selecting and determining the fees for Tax and Values Overlay services that it recommends or selects for Investors. In some cases, the Intermediary may determine their fees with certain Investors based upon the use of Tax and Values Overlay services. Certain fees are not included in the Program Fee (as described more fully below in the section titled “Other Issues Relating to Fees”); the most significant of which is the Intermediary Fee. The Program Fee also does not include the fees charged by Funds as part of the Fund’s expense ratio. Additionally, certain Intermediaries charge administration fees for services it performs, in addition to the Program Fee. Investors should separately refer to the Intermediary’s Form ADV Part 2A for a description of these types of fees. 13  Fee Billing Calculation and Administration Fee Billing Calculation For the majority of the Platform’s Intermediary relationships, the Investor Fee charged is calculated as an annual percentage of assets based on the market value of the account at the end of each quarter. The Investor Fee calculation considers cash and cash equivalents; however certain Intermediaries exclude cash in their fee calculation. Unless otherwise agreed to by the Investor with the Intermediary, Investor Fees are charged on a calendar quarter basis in advance and prorated to the end of the quarter upon inception of the account. FMAX’s billing services can accommodate a billing structure that includes householding of accounts to capture scaling rates and different billing calculations at the request of the Intermediary. Certain Intermediaries have custom fee billing arrangements such as billing in arrears or billing accounts based on the average daily balance. Investors should review their billing arrangements as described in their Intermediary’s Form ADV Part 2A and their Investor agreement for specific details. When Investor Fees are calculated in advance, there are no fee adjustments for (i) appreciation or depreciation in the value of the assets during that quarter, (ii) adjustments to the asset allocation or rebalancing when assets are invested in a single portfolio that accesses multiple Strategies and Funds, such as the UMA Program, or (iii) the replacement of a Strategy or Fund within the UMA Program. This calculation process means that Investors could have paid a greater or lesser Investor Fee for that quarter had the intra-quarter reallocations and/or replacement of Investment Managers or Funds been in place at the time of the quarterly billing calculation. Due to fractional rounding associated with the variable components of fees (e.g., tiered fee schedules), Investors may notice deviations of the Investor Fee in their quarterly billing statement slightly above or below the Investor Fee stated in their Statement of Investment Selection. For mid-quarter deposits or withdrawals exceeding a de minimis threshold ($10,000, unless the Intermediary agrees on a different threshold), the Platform will calculate an adjustment to the Investor Fee for those assets for the remainder of the quarter (“Intra-Quarter Billable Assets”). Withdrawal or deposits for those Intra-Quarter Billable Assets will be calculated in accordance with the allocation of the assets in the Strategies or Funds at the time of the intra- quarter billing. The FMAX Investor agreement contains the terms and conditions for termination within the Platform. Generally, an agreement may be canceled by an Investor by written notice to FIWA. FIWA may terminate an agreement or suspend the services for an Investor account (or for any portion of an account) for any reason upon thirty (30) days’ written notice to the Investor. However, in the event that the Intermediary is removed from an Investor account, the agreement will terminate automatically unless otherwise agreed to by FIWA. Investors will receive a prorated refund of any prepaid quarterly Investor Fees, based on the number of days remaining in the quarter after the termination date. Investors are not charged a liquidation fee if securities are to be delivered in-kind; otherwise, certain commissions and/or fees may be 14  charged by the broker-dealer liquidating security positions. Fee Billing Administration As one of its services, FMAX provides account billing administration and deducts the Investor Fee, including the Intermediary Fee and Program Fee, from the Investor’s account and pays the applicable parties. However, certain Intermediaries may not use FMAX for billing services, in which case FIWA is paid by invoicing the Intermediary instead of debiting the Investor’s account. In such circumstances, the Intermediary’s Fees may be collected by FIWA but are paid directly to the Intermediary. Investors should separately refer to the Intermediary’s Form ADV Part 2A and fee schedule in the Investor’s agreement with the Intermediary for a description of the Intermediary’s fees for particular account(s). In circumstances where an Intermediary contracts for FinTech capabilities on behalf of an Investor, the Intermediary and/or Investor will pay a separate fee for such services. Other Issues Relating to Fees Fee Negotiation and Waivers FIWA may negotiate or waive certain of its fees, and has done so in certain instances. FIWA may, in certain circumstances, reimburse or compensate an Intermediary for costs, or as may be negotiated. In certain situations, as agreed upon between FIWA and the Intermediary, FIWA may charge the Program Fee as a fixed-dollar amount to the Investor or charge an annual license fee to the Intermediary plus a reduced Program Fee per account (asset-based or fixed-dollar amount) to the Investor. In either case, the Program Fee could still be structured as a wrap fee to cover brokerage, clearing, and custody services. In the case of the fixed-dollar amount per account structure, underlying fees associated with accessing the Investment Managers and implementing Models or administering Discretionary Strategies within Investor accounts may be excluded from the fixed-dollar fee and charged separately. Charges Not Covered by the Program Fee The Program Fee does not cover certain charges associated with securities transactions in the Investors’ accounts, including (i) dealer markups, markdowns, or spreads charged on transactions in over-the-counter securities; (ii) costs relating to trading in certain foreign securities; (iii) the internal charges and fees imposed by any Funds (such as fund operating expenses, management fees, redemption fees, 12b-1 fees, and other fees and expenses; further information regarding charges and fees assessed by Funds can be found in the appropriate prospectus) or other regulatory fees; (iv) brokerage commissions or other charges imposed by broker-dealers or entities other than FBS or NFS if and when trades are executed by another broker-dealer (see the “Brokerage Practices” section below for additional detail); (v) postage and handling charges, returned check charges, transfer taxes, stock exchange fees, or other fees mandated by law; (vi) ACAT transfer, electronic fund and wire transfer charges; (vii) individual retirement account (“IRA”) trustee or custodian fees and tax-qualified retirement plan annual account fees and annual and termination fees for retirement accounts (such as IRAs); (viii) any brokerage commissions or other charges, including contingent deferred sales charges (“CDSC”), imposed upon the liquidation of “in-kind assets” that are transferred into the Platform; (ix) margin interest or other fees associated with margin provided by NFS; and (x) as applicable, per trade clearance and execution charges should annual trading caps be 15  exceeded within an account. Fees Associated with Mutual Fund or Strategy Holdings The Platform does not negotiate share class availability on behalf of entities or their Investors. Affiliates of FIWA, including NFS and FBS, may receive distribution and shareholder servicing revenue as a result of investments in Funds in Investor accounts, and to the extent that this revenue varies based on the share class selected, FIWA has a potential conflict of interest with respect to the variations in such revenue. In some cases, fees for certain Funds or share classes are higher than others. Affiliates of FIWA earn additional fees when Investor assets are invested in products from which FIWA affiliates receive a share of revenue, as opposed to when Investor assets are invested in investment products that do not share revenue. However, in its capacity as Platform sponsor, FIWA does not exercise trading discretion or share class selection authority with respect to any Investor account on the Platform as these functions are performed by the Investment Managers or the Implementation Manager, as applicable. As Investment Manager for the Fidelity Institutional Custom SMAs Strategies FIWA has trading discretion, however, the Fidelity Institutional Custom SMAs Strategies do not invest in products managed by FIWA affiliates. In general, when retaining Investment Managers in the FSP, UMA and SMA Programs, FIWA requires that such Investment Managers create Models composed of institutional class shares that do not make 12b-1 payments to fund distributors (including FIWA’s affiliates) or other distribution revenue-paying share classes unless such share classes are not available for a given Fund or Investor. In the agreement FIWA maintains with each Intermediary, the Intermediary acknowledges that it is solely responsible for determining that the mutual fund share classes selected are in each Investor’s best interest and for monitoring that each share class remains in the Investor’s best interest. Intermediary is also responsible to provide representations to FIWA on a periodic basis relating to mutual fund share classes selected for Investors. For Funds selected by Intermediaries through the Advisor Model Management program, share class selection is performed entirely by your Intermediary, and FIWA does not participate in or oversee the selection of share classes in those Investor portfolios. Investors should consult their Intermediary for share-class specific guidance. The Platform does not advise Intermediaries on the selection of Funds, or any share classes thereof, or any other pooled vehicles. FIWA or its affiliate will apply an asset-based additional fee on any mutual fund for which Fidelity does not receive a servicing fee from the Fund or its affiliates. The asset-based additional fee recovers the costs of servicing those Funds. In its or its affiliate’s discretion, the asset-based additional fee may be waived or FIWA or its affiliate may elect to assess a transaction-based charge. Mutual funds subject to such additional fees are subject to change without notice; please contact your Intermediary for more information about any such additional fees that may be applicable to your account. In addition to the redemption fees described above, an Investor will incur redemption fees when the Investment Manager to an investment strategy determines that it is in the Investor’s overall interest, in conjunction with the stated goals of the investment strategy, to divest from certain Funds prior to the expiration of the minimum holding period of the Funds. Some mutual funds also assess redemption fees to Investors upon the short-term sale of its funds. Depending on the particular mutual fund, this may include sales for rebalancing purposes. 16  Please see the prospectus for the specific mutual fund for detailed information regarding such fees. To the extent that such fees are incurred, they are borne by the Investor. In connection with an Investor’s investment in an American Depositary Receipt (“ADR”), the Investor could incur additional expenses and fees that are not included in the Investor Fees. For example, ADRs could be subject to dividend withholding taxes from the country of origin, which are an additional expense and reduce the dividend paid to the Investor. The Investor, or FIWA’s affiliate, as custodian, is responsible for filing the appropriate forms/filings in the foreign country to reclaim any dividend withholding. In addition, paying agents who process ADR dividend payments to an Investor will assess a fee for their services, which also reduces the dividend paid to the Investor. Minimum Account Fees For smaller accounts, a minimum account fee may apply to the Investor Fee. Minimum account fees vary based on Advisory Program and Intermediary and are agreed to by FIWA and the Intermediary. Minimum account fees may also vary based upon the Investment Manager and Strategy selected. Investors with smaller accounts should review minimum account fees carefully. Minimum account fees are expressed in annual amounts but are determined and assessed based on the account asset value at the beginning of each quarter. For example, if an account has a $100 minimum annual account Investor Fee, it will be assessed a minimum of $25 every quarter. Therefore, if an Investor has large asset inflows or outflows during the year that cross the minimum asset value threshold, it is possible for an account to be assessed a minimum fee for a particular quarter even if at the end of the year a look back over the account’s average balance for the entire year would have placed it above the minimum asset value threshold. Fees Charged by FIWA for Administrative Services Separate from the Advisory Program fees listed earlier, FIWA charges a Program Fee for the administrative services associated with the Advisor Model Management program as well as the brokerage, clearing, and custody services provided by FIWA’s affiliates, including FBS and NFS. FIWA receives installation and maintenance fees from Investment Managers for installing and maintaining their models and/or portfolios on the FMAX Platform. FIWA receives a fee from Intermediaries that elect to use FMAX’s standalone reporting service (described in the “Other Services” section above). The standalone reporting fee is only applied to assets not held within the FSP, SMA, or UMA Programs or the Advisor Model Management program. Certain Intermediaries pass the standalone reporting fee to its Investors. Investors should review their billing arrangements as described in their Intermediary’s Form ADV Part 2A. FIWA receives a fee from Intermediaries that elect to use the Data Aggregation Reporting service. 17  PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT FIWA does not charge any performance-based fees based on a share of capital gains on, or capital appreciation of, the assets of an Investor. Certain of FIWA’s (in the case of Fidelity Institutional Custom SMAs where FIWA’s affiliate, FMR, is sub-adviser) or its affiliates’ discretionary accounts may, for unrelated reasons, invest in Funds or securities that are also included in Strategies available on the FMAX Platform from time to time, including those Strategies that are provided on a model-basis by FIWA. FIWA’s affiliates may have commenced trading before the Implementation Manager or discretionary Investment Managers act upon updates to Strategies. As a result, in certain circumstances, Investors that are using the Strategies could experience price differentials that may result from FIWA’s affiliates placing similar, and possible larger, orders for their discretionary clients which could result in different prices for the Funds or securities in the Strategies. Further, while FIWA’s affiliates generally take reasonable steps to minimize the market impact caused by their discretionary management, FIWA and its affiliates have no such control over the Implementation Manager’s and discretionary Investment Managers’ trading of Funds or securities contained in Strategies. Under the Investment Advisers Act of 1940 (the “Advisers Act”), FIWA owes a fiduciary duty to its Intermediary clients and Investors, consisting of a duty of care and a duty of loyalty. Although the application of FIWA’s fiduciary duty may be shaped by agreement with Intermediaries and Investors, this duty cannot, unless specifically set forth in statute, be waived by contract or practice. Accordingly, investment management agreements with FIWA that include an express limitation of FIWA’s liability for acts of gross negligence, negligence, or similar standards are not applicable to FIWA’s federal fiduciary duty owed to the Intermediary and Investor. Intermediaries and Investors will have the right to seek redress against FIWA for such non-waivable fiduciary violations in addition to other rights the Intermediary and Investor may have under state and federal law. TYPES OF CLIENTS FMAX is designed to provide Intermediaries with a highly configurable investment advisory platform, which they can use to provide wealth management solutions directly to their Investors (i.e., individuals, high-net-worth individuals, trusts, charitable institutions, foundations, and endowments). Participation in each of the Advisory Programs carry a minimum account size for any particular portfolio and investment solution selected and is generally for U.S.-based Investors. Typically, FSP portfolios will require $10,000 account size minimums. SMAs will require at least $50,000 account size minimums. MMAs will require at least a $250,000 minimum and UMAs will require a $50,000 minimum. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. 18  METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Methods of Analysis The Platform provides Intermediaries with a variety of portfolio construction methods utilizing an analytics module to blend a solution that aligns with the Investor’s risk tolerance and investment objective. For asset allocation and portfolio construction, the Platform uses internally developed and third-party analytical tools and commercially available optimization software applications. These tools use capital markets assumptions and valuation methods to estimate the expected returns for asset classes. This process results in the construction of diversified portfolios across a wide set of risk tolerances and preferences that can be employed by the Intermediary. The Intermediary can use the Platform research tools and other functionality to screen and evaluate FSPs, SMAs, and Funds based on its preferences and associated investment data variables. The results of any sorting or screening functionality available through FMAX is for the Intermediary’s informational purposes only and does not constitute tax, legal or investment advice or a recommendation by FIWA of any particular investment, manager or Strategy. When using any Platform research tools and other functionality, the Intermediary is solely responsible for determining the appropriateness of any Strategy or Fund for use with an Investor. In assisting the Intermediary with its development of an asset allocation and portfolio for the Investor, FMAX uses demographic and financial information provided by the Investor and the Intermediary to assess the Investor’s risk profile and investment objectives. Investment Research and Due Diligence FMAX provides investment research and due diligence on FSPs, SMAs, and Funds to Intermediaries using four categories of investment research ratings (which may also be referred to as research statuses): “Does Not Meet,” “Meets-Quantitative,” “Meets-Qualitative,” and “Preferred.” For FSPs, SMAs, and Funds rated Does Not Meet, the FSPs, SMAs, and Funds did not pass the review criteria to be rated Meets-Quantitative, Meets-Qualitative, or Preferred. On FMAX, strategies rated Does Not Meet are categorized as “Available.” FSPs, SMAs, and Funds that have not gone through the FIWA investment due diligence process are identified as “Not Rated” on FMAX. See below for additional details on the Meets-Quantitative, Meets-Qualitative, and Preferred ratings. The Intermediaries make their own determinations as to whether to utilize FMAX Investment Manager research and due diligence and are solely responsible for determining if they have sufficient information on any investment or strategy they recommend to Investors through the Proposal. FIWA does not recommend any particular investment or strategy for any Investor. Research ratings may change without notice. The Intermediary is responsible for monitoring changes in research ratings within the Platform. FIWA maintains fundamental and quantitative research teams (“FIWA Research Team”) to perform the investment research and due diligence for the FMAX Platform. Although different investment solutions demand unique due diligence requirements, FIWA’s evaluations follow a common four pillar structure as described in more detail below. This investment research and due diligence process is not applicable to the underlying holdings of SMAs. Each time the term 19  “Meets” is used below, it is applicable to both the Meets-Quantitative and Meets-Qualitative ratings, unless otherwise specified. While FIWA categorizes certain FSPs, SMAs, and Funds as Meets or Preferred, these designations suggest that the Investment Manager has met the criteria required by FIWA’s assessments and is not an endorsement of the quality or capability of any particular Investment Manager, or a statement of the likelihood of investment success in any future period. The Intermediary is responsible for determining whether any particular FSP, SMA, or Fund is appropriate and suitable for use with a particular Investor. Due Diligence Process Overview Generally, for most actively and passively managed Funds, FSPs, and SMAs available on the Platform, a quantitative rating process is performed to determine if the Fund, FSP or SMA meets the criteria for a Meets-Quantitative rating. The quantitative rating process is performed at least quarterly. A separate qualitative due diligence process is conducted on a select group of SMAs, Funds, and FSPs to provide deeper coverage and to determine if a Meets-Qualitative or Preferred rating should be applied. The qualitative rating process is performed at least annually. When combined, these processes result in the list of Meets and Preferred SMAs, Funds, and FSPs. Both the quantitative and qualitative processes follow a common structure of assessing four major pillars of analysis: performance, cost, style alignment, and people and process consistency. Meets-Quantitative The quantitative evaluation consists of separate processes to evaluate actively managed Funds, passively managed Funds, FSPs, and SMAs. While the processes vary slightly with regards to review and acceptance criteria (e.g., peer relative performance versus tracking error, excess return thresholds, etc.), the processes rely on an evaluation of historical outcomes and follow the common four pillar review structure noted above. The Funds, FSPs, and SMAs that pass all four pillar criteria are added to the Meets- Quantitative universe. Funds, FSPs, and SMAs that do not pass all four pillar criteria set by the FIWA Research Team are removed from the Meets-Quantitative list and revert to the Available list. Meets-Qualitative For Meets-Qualitative SMAs, Funds, and FSPs, FIWA employs a multiphase approach in its evaluation. As part of the due diligence, certain types of information are analyzed such as historical performance, investment philosophy, investment style, historical volatility, investment team, and cost. Also reviewed are portfolio holdings reports that help demonstrate the Investment Manager’s securities selection process. FIWA evaluates Investment Managers specializing in each of the asset categories listed, including equities (both domestic and foreign), corporate debt, municipal securities, real estate investment trusts, registered alternative investments, and government securities. Through this analysis, the FIWA Research Team makes a determination of the FSPs, SMAs, or Funds that receive the status of Meets- Qualitative. 20  Preferred Preferred SMAs, Funds and FSPs have FIWA’s highest conviction and are comprised of a subset of Meets-Qualitative SMAs, Funds, and FSPs. For Preferred SMAs, Funds and FSPs, the FIWA Research Team completes the due diligence process mentioned above for Meets- Qualitative. In addition, the FIWA Research Team conducts a quarterly touchpoint with one or more members of the product’s investment team. The FIWA Research Team seeks to understand the drivers of differentiation that allow these investment options to stand out across the four pillars of research. SMAs, Funds and FSPs sponsored by Investment Managers that Fidelity has deemed not to be in good standing on Fidelity FundsNetwork, one of Fidelity’s platforms for unaffiliated products, due to insufficient shareholder servicing compensation are not eligible for consideration for a Preferred research rating, but are eligible to receive a Meets- Quantitative or Meets-Qualitative research rating. Pending Attribute FSPs, SMAs, or Funds can be assigned a ‘Pending’ portfolio attribute if they have experienced a significant event, including, but not limited to, changes in key investment personnel, material changes in the investment process, material outperformance or underperformance, or regulatory concerns. These FSPs, SMAs, or Funds are subject to ongoing monitoring and review to determine if the FIWA Research Team should assign a higher or lower rating based on the significant event. In addition, the ‘Pending’ portfolio attribute may be used in cases where FSPs, SMAs, or Funds are still in the process of being evaluated by Fundamental Analysts, but have not yet been assigned a rating due to timing or lack of available information. Additional Information The investment professionals at the Investment Managers are an important source of information for the due diligence process, providing quantitative and qualitative information. In addition, FIWA and its service providers utilize publicly available databases from independent sources to verify the information provided by the Investment Managers. As noted above, FIWA provides investment research and due diligence in the form of research notes and ratings on FSPs, SMAs, and Funds within the Platform. In certain cases, FIWA charges a fee to Intermediaries for such services. FIWA also provides its research and ratings to other affiliates and unaffiliated investment managers and financial institutions. Ratings and research may be made available at different times to such users and is prepared without taking into consideration any Investor’s specific facts and circumstances. We may also provide customized research or ratings upon request. Treatment of FIWA-Affiliated Products, Exceptions and Conflict of Interests The FIWA Research Team may make exceptions to allow certain FSPs, SMAs or Funds to be assigned a Meets or Preferred rating. For these exceptions, the FIWA Research Team uses qualitative and quantitative tools to make a determination that the FSP, SMA or Fund otherwise warrants a Meets or Preferred rating or to maintain a Meets or Preferred rating. For example, an SMA may not have a track record of sufficient length as determined by the FIWA Research Team, but the Investment Manager’s results through other vehicles or a composite track record may enable that SMA to be assigned a Meets or Preferred rating. The FIWA 21  Research Team approves or disapproves all exceptions and can assign or change a rating at its sole discretion. FSPs, SMAs or Funds provided on the Platform by FIWA and its affiliates are subject to the same investment research and due diligence or exception processes described above to determine the FIWA Research Team’s rating. However, given FIWA’s ability to gather more data and achieve greater insight into the FSPs, SMAs or Funds provided by FIWA and its affiliates, in certain circumstances FIWA will adjust its diligence process when assessing proprietary and affiliated products and/or apply different qualification criteria to such products for “Meets-Qualitative” or “Preferred” ratings based on the judgement of the FIWA Research Team. Certain unaffiliated Investment Managers or their affiliates providing FSPs, SMAs and Funds to the Platform are invited to participate in access, engagement, and analytics programs established by FBS and NFS. Participation in this program was considered when deciding which FSPs and SMAs to include on FMAX and therefore which products will be evaluated and ultimately rated by FIWA. FIWA does not rate all possible FSPs, SMAs and Funds that are on FMAX or that could possibly be covered by FMAX and determines, in its sole discretion, which such products will be rated. FIWA determines which such products to include in the investment universe subject to its ratings process through a combination of Intermediary demand and as described above. FIWA may be incentivized to rate products that are affiliated or which may provide compensation to FIWA and its affiliates. However, all FSPs, SMAs and Funds provided by these Investment Managers are subject to the same investment research and due diligence or exception processes described above to determine the FIWA Research Team’s rating. Any due diligence completed by FIWA should be used in conjunction with the Intermediary’s existing research and as a supplement to any existing due diligence that an Intermediary or its firm may already have in place. Investment Strategies The Platform provides Intermediaries with access to a large variety of Strategies and Funds as a core tenet of its capability. While many different investment Strategies and Funds can be selected, the Platform provides Intermediaries with the ability to utilize its technology to assess portfolios holistically and across multiple Advisory Programs and registrations, allowing the Intermediary to make a household assessment of their Investors’ needs. This analytical capability allows Intermediaries to consider multiple options for investment Strategies and Funds as they seek to match their Investors’ needs with the features and benefits of each program. Material Investment Risk and Risk of Loss Investments held in Investor accounts on the Platform are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency. Past performance is no guarantee of future results. An investment may be risky and may not 22  be suitable for an Investor’s goals, objectives and risk tolerance. An investment's value may be volatile and any investment involves the risk that you may lose money. Diversification does not ensure a profit or guarantee against a loss. There is no guarantee that the use of Strategies and Funds available on FMAX will achieve any particular result. Investment performance of Strategies available on FMAX depends on the performance of the underlying investment options and on the proportion of the assets invested in each underlying investment option over time. The performance of these investments will vary day to day in response to many factors. Asset allocation strategies are subject to the volatility of the financial markets, including that of the underlying investment options' asset class. Investing involves risk, including the risk of loss. Generally, among asset classes stocks are more volatile than bonds or short‐term instruments and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Although the bond market is also volatile, lower‐quality debt securities including leveraged loans generally offer higher yields compared to investment grade securities, but also involve greater risk of default or price changes. Foreign markets can be more volatile than U.S. markets due to increased risks of adverse issuer, political, market or economic developments, all of which are magnified in emerging markets. Many factors affect investment performance. Strategies that pursue investments in equities will be subject to stock market volatility, and strategies that pursue fixed income investments (such as bond or money market funds) will see values fluctuate in response to changes in interest rates. Developments that disrupt global economies and financial markets, such as war, acts of terrorism, economic sanctions, the spread of infectious illness or other public health issues, recessions or other events may magnify factors that affect performance. In addition, some countries experience very low or negative interest rates, from time to time, which can magnify interest rate risk for the markets as a whole and for individual bond investments. All strategies are ultimately affected by impacts to the individual issuers, such as changes in an issuer’s credit quality, or changes in tax, regulatory, market, or economic developments. Non- diversified funds, SMAs, and accounts that invest in a smaller number of individual issuers can be more sensitive to these changes. Nearly all investments or accounts are subject to volatility in non-U.S. markets, either through direct exposure or indirect effects in U.S. markets from events abroad, including fluctuations in foreign currency exchange rates, and in the case of less-developed markets, currency illiquidity. Those investments and accounts that are exposed to emerging markets are potentially subject to heightened volatility from greater social, economic, regulatory, and political uncertainties, as the extent of economic development, political stability, market depth, infrastructure, capitalization, and regulatory oversight can be less than in more developed markets. Additionally, investments or accounts that pursue debt exposure are subject to risks of prepayment or default. Strategies that lead Funds, SMAs, or accounts to invest in other Funds 23  bear all the risks inherent in the underlying investments in which those Funds invest, and strategies that pursue leveraged risk, including investment in derivatives, such as swaps (interest rate, total return, and credit default), and futures contracts and forward-settling securities, magnify market exposure and losses. Additionally, investments and accounts are subject to operational risks, which can include risk of loss arising from failures in internal processes, people, or systems, such as routine processing errors or major systems failures, or from external events, such as exchange outages. The Platform seeks Investment Managers and Funds with a variety of investment strategies in an effort to make a wide range of investment strategies available to Intermediaries for use with their Investors. Some strategies may be high-risk strategies. Such strategies have the potential for substantial returns; however, there are correspondingly significant risks involved in the strategies and they are not intended for all types of Investors. Investors who choose to follow high-risk strategies should be aware that there is the possibility of significant losses up to and including the possibility of the loss of all assets placed in the strategies. It is strongly recommended that Investors diversify their investments and do not place all their investments in high-risk investment strategies. Certain ETPs utilize leverage. The use of leverage by an ETP increases the risk to the portfolio. The more a portfolio invests in leveraged instruments, the more the leverage will magnify gains or losses on those investments. Due to the complexity and structure of these portfolios, they may not perform over time in direct or inverse correlation to their underlying index. Please see the mutual fund and ETP prospectuses, applicable Form ADV Part 2A brochures and/or related offering documents for more details on risks. In addition to the risks noted above, the following risks apply to certain Strategies or Funds available through the FMAX Platform: Concentration Risk Certain strategies may invest in a limited number of securities, industries, or sectors. This lack of diversification may increase industry or sector specific risks and increase volatility and risk of loss compared to more diversified portfolios. Accounts that employ equity and fixed income stand-alone strategies are expected to have increased risk and volatility as compared with accounts that hold a mixture of equities and fixed income investments. Liquidity Risk Investing in certain types of securities that are thinly traded, or investing in bonds, ETPs, or mutual funds that invest in thinly traded securities, introduces liquidity risk. Liquidity risk is a financial risk that, for a certain period of time, a security or commodity cannot be readily traded in the market or cannot be traded without a significant discount to the market price. All tradable assets assume some level of liquidity risk. For example, alternative mutual funds and ETPs may use techniques such as shorting of securities, leverage, and derivatives, all of which may have liquidity risks if there are no buyers and sellers available or if a counterparty cannot fulfill the order. 24  Illiquid securities sometimes trade infrequently in the secondary market and may be subject to liquidity windows. As a result, valuing an illiquid security can be more difficult, and buying and selling an illiquid security at an acceptable price can be more difficult or delayed. Difficulty in selling an illiquid security can result in a loss. The relative liquidity of any investment, particularly those that trade on exchanges, can vary, at times significantly. Investing in Mutual Funds and ETPs Investors bear all the risks of the investment strategies employed by the Funds held in the Platform, including the risk that a mutual fund or ETP will not meet its investment objectives. For the specific risks associated with a mutual fund or ETP, please see its prospectus. ETPs An ETP is a security that trades on an exchange and can seek to track an index, a commodity, or a basket of assets. ETPs can be actively or passively managed. The performance of a passively managed ETP might not correlate with the performance of the asset it seeks to track. ETPs trade on secondary markets or exchanges and are exposed to market volatility and the risks of the ETP’s underlying securities. ETP share trading can be halted or the security could cease to trade on an exchange. Trading volume and liquidity can vary and could affect the ability to buy or sell ETP shares, or could cause the market price of shares to experience significant premiums or discounts relative to the value of the assets underlying the shares. Because ETPs trade on exchanges, buyers and sellers experience a spread between the bidding price and the asking price, and the size of these spreads can vary significantly. For the specific risks associated with an ETP, please see its prospectus or other offering documentation. Money Market Funds An Investor could lose money by investing in a money market fund. Although a money market fund seeks to preserve the value of an Investor’s investment at $1.00 per share, it cannot guarantee it will do so. An investment in a money market fund is not a bank account and is not insured or guaranteed by the FDIC or any other government agency. Fidelity, the sponsor of Fidelity’s money market funds, is not required to reimburse money market funds for losses, and an Investor should not expect that Fidelity will provide financial support to a Fidelity money market fund at any time, including during periods of market stress. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of an Investor’s shares. Quantitative Investing Funds or securities selected using quantitative analysis can perform differently from the market as a whole due to the factors used in the analysis, the weight placed on each factor, changes to the factors’ behavior over time, market volatility, or the quantitative Model’s assumption about market behavior. In addition, quantitative investment strategies rely on algorithmic processes, and therefore are subject to the risks described below under the heading, “Operational Risks.” Growth Investing Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks tend to be more expensive 25  relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks. Value Investing Value stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared with other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and, as a result, might never realize their full expected value. Bond Investments In general, the bond market is volatile, and fixed income securities carry interest rate risk. As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities. The ability of an issuer of a bond to repay principal prior to a security’s maturity can cause greater price volatility, and, if a bond is prepaid, a bond fund could have to invest the proceeds in securities with lower yields. Fixed income securities also carry inflation risk as well as credit and default risks for both issuers and counterparties. The interest payments of inflation-protected bonds are variable and usually rise with inflation and fall with deflation. Unlike individual bonds, most bond funds do not have a maturity date, so holding them until maturity to avoid losses caused by price volatility is not possible. In addition, investments in certain bond structures may be less liquid than other investments, and therefore may be more difficult to trade effectively. Credit Risk Changes in the financial condition of an issuer or counterparty, and changes in specific economic or political conditions that affect a particular type of security or issuer, can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. Municipal Bonds The municipal market can be significantly affected by adverse tax, legislative, or political changes, and by the financial condition of the issuers of municipal securities. Municipal bond funds normally seek to earn income and pay dividends that are expected to be exempt from federal income tax. If an Investor is a resident in the state of issuance of the bonds held by the Fund, interest dividends could also be exempt from state and local income taxes. Income exempt from regular federal income tax (including distributions from municipal and money market funds) can be subject to state, local, or federal alternative minimum tax. Certain funds normally seek to invest only in municipal securities generating income exempt from both federal income taxes and the federal alternative minimum tax; however, outcomes cannot be guaranteed, and the funds sometimes generate income subject to these taxes. For federal tax purposes, a fund’s distribution of gains attributable to a fund’s sale of municipal or other bonds is generally taxable as either ordinary income or long-term capital gains. Redemptions, including exchanges, can result in a capital gain or loss for federal and/or state income tax purposes. Tax code changes could impact the municipal bond market. Tax laws are 26  subject to change, and the preferential tax treatment of municipal bond interest income could be removed or phased out for Investors at certain income levels. Because many municipal bonds are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market. Budgetary constraints of local, state, and federal governments on which the issuers are relying for funding can also impact municipal bonds. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions can directly impact the liquidity and valuation of municipal bonds. Foreign Exposure Investing in foreign securities and securities of U.S. entities with substantial foreign operations are subject to interest rate, currency exchange rate, economic, tax, operational or regulatory and political risks, all of which are likely to be greater in emerging markets. These risks are particularly significant for investment strategies that focus on a single country or region or emerging markets, or for Investors who elect to increase foreign stock exposure. Foreign markets can be more volatile than U.S. markets and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates can also be extremely volatile. Foreign markets can also offer less protection to Investors than U.S. markets. For example, foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers might not be available, and it could be difficult to secure dividends and information regarding corporate actions on a timely basis. Regulatory enforcement can be influenced by economic or political concerns, and Investors could have difficulty enforcing their legal rights in foreign countries. Foreign governments may decide to seize or confiscate securities held by foreign investors or assets held by foreign issuers, restrict an investor's ability to sell or redeem securities, suspend or limit an issuer's ability to make dividend or interest payments, and/or limit or entirely restrict repatriation of invested capital, profits, and dividends. Furthermore, investments in securities of foreign entities can result in clients owning an interest in a “passive foreign investment company” (a “PFIC”). Investors holding an interest in a PFIC could be subject to additional tax liabilities and filing requirements as a result of such investments. The rules regarding investments in PFICs are complex, and Investors are urged to consult their tax advisors. Risks of Investing in American Depositary Receipts American Depositary Receipts (“ADRs”) are certificates evidencing ownership of shares of an underlying foreign issuer that are issued by depositary banks and generally trade on an established market in the U.S. or elsewhere. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs are subject to many of the risks associated with investing directly in foreign securities. The depositary bank can charge fees for various services, including forwarding dividends and interest, and for corporate actions. In addition, certain ADRs are not traded on a national securities exchange, can be less liquid than other investments, and could therefore be more difficult to trade effectively. Investing in ADRs can make it more difficult for U.S. persons to benefit from applicable treaty rates that could otherwise reduce withholding on any distributions from the underlying foreign issuer. Recovery of any extra foreign tax withheld can be costly and 27  complex, and recovery might not be available for certain registration types such as individual retirement accounts. Tax and Values Overlay Services The application of an overlay to an investment strategy can cause the investment performance of a customized strategy to deviate from a selected pre-customized investment strategy. Investors should carefully review the Tax and Values Overlay services with their Intermediary to determine if the use of the Tax and Values Overlay services are appropriate for the Investor. In providing the Tax Overlay services, the Implementation Manager may affect transactions in the Investor account even though such transactions may generate tax liabilities, including short-term taxable income. In addition, the Implementation Manager may manage the Investor account using tools and processes which may result in Investor trades being executed at a different time or in a different manner than other trades made by the Implementation Manager, including the potential to not participate in the Implementation Manager’s standard trade rotation processes. The Tax Overlay services do not guarantee that tax liability in the Investor account will be reduced, and the ability to harvest losses is dependent on portfolio circumstances and market environment. The application of a Values Overlay to an investment strategy will reduce the universe of investment solutions available, will cause the investment performance of this customized strategy to deviate from the pre-restricted investment strategy and may have a positive or negative effect on investment performance. Please note, if the Implementation Manager determines that the tax or impact information provided is too restrictive and impinges on its ability to effectively manage the Account, Implementation Manager reserves the right to classify Account as ‘Not In Good Order’. In such circumstances, Accounts may not be able to be traded until the ‘Not In Good Order’ is resolved. The Statement of Investment Selection contains additional disclosures for the Tax and Values Overlay services. Derivatives Certain Strategies and Funds available on the Platform contain derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, bond, or currency), a physical asset (such as gold, oil, or wheat), or a market index (such as the S&P 500® Index). Investments in derivatives may result in different risk from, and possibly greater than, those of the underlying securities, assets, or market indexes. Derivatives could experience losses if the underlying securities, assets, or market indexes do not perform as anticipated, and changes in the value of a derivative might not correlate as anticipated with the underlying securities, assets, or market indexes, thereby reducing their effectiveness. Some derivatives may involve leverage because they can provide investment exposure in an amount exceeding the initial investment. As a result, the use of derivatives may be more volatile than a direct investment in the underlying financial asset, because leverage tends to exaggerate the effect of any increase or decrease in the value of the position. Leverage can magnify investment risks and cause losses to be realized more quickly, and a small change in the underlying security, asset, or market index can lead to significant losses. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. Derivative investments are subject to credit risks associated with the issuer of, or counterparty to, the derivative investment. 28  Alternative Investments Alternative investments are classified as assets whose investment characteristics and/or performance differ substantially from the primary asset classes (stocks, bonds, and other short- term investments) and therefore offer opportunities for additional diversification and returns, but that also offer increased volatility and risk of loss due to their nontraditional or complex investment strategies. Unregistered privately offered alternative investment vehicles include private equity, private real assets, private credit, and hedge funds, or similar investments (referred to as “private funds”). The performance of alternative investments can be volatile and private funds may have extremely limited liquidity opportunities. Such investments often have concentrated positions, invest in illiquid investments, and may carry higher risks. Investors should understand that some alternative investment products often engage in leverage and other speculative investment practices, including the use of derivatives (described above), that can magnify the risk of investment loss and volatility regardless of whether they are used for speculative investment purposes or for the hedging of risk. In addition, private funds require that investors transact at a price determined by a complex valuation process that may differ substantially across strategies and involve significant judgement by the manager. Please refer to the applicable private fund’s offering documents for additional information on the alternative investment and its related risks. Alternative Investments may present Investors with additional risks including, but not limited to, (i) longer term investment periods; (ii) limited or prohibited transferability of interests; (iii) limited operating histories; (iv) lack of diversification except as set forth in the investment’s offering documents; (v) portfolio allocations may depart significantly from target asset allocations; (vi) limited liquidity; and (vii) valuation risk, whereby potential discrepancies arise between the stated and true value of an Alternative Investment’s underlying investments. Real Estate Real estate is a cyclical industry that is sensitive to interest rates, economic conditions (both nationally and locally), property tax rates, and other factors. Changes in real estate values or economic downturns can have a significant negative effect on issuers in the real estate industry. Commodity-Linked Investing Commodity-linked investments can be leveraged and can be more volatile and less liquid than the underlying commodity, instruments, or measures. The performance of commodity-linked investments can be affected by the performance of individual commodities and the overall commodities markets, as well as by weather, political, tax, and other regulatory and market developments. A commodity-linked investment is subject to credit risks associated with the issuer of, or counterparty to, the commodity-linked investment. The commodities industries can be significantly affected by the level and volatility of commodity prices; the rate of commodity consumption; world events including international monetary and political developments; import controls, export controls, and worldwide competition; exploration and production spending; and tax and other government regulations and economic conditions. 29  Currency Exposure Certain funds and ETPs can be exposed to foreign currencies and, as a result, could experience losses based solely on the relative strength or weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between foreign currencies and the U.S. dollar. Currency transactions tied to emerging markets can present market, credit, liquidity, legal, political, and other risks different from, or greater than, the risks of currency transactions tied to developed foreign countries. Portfolio Turnover Risk Certain strategies engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short-term capital gains that are generally taxable as ordinary income. The effects of higher portfolio turnover may adversely affect Account performance. Model Overlay Risks There are risks associated with Model implementation for Model-traded FMAX accounts. The implementation of a Model in an Investor’s account relies on the Implementation Manager’s ability to purchase the investments in the Model Provider’s portfolio recommendations. This may not be possible due to liquidity constraints or aggregate holdings limitations, among other reasons. This could result in deviation of performance between the Model and the Investor’s accounts. Legislative and Regulatory Risk Investments could be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations could impact the securities markets as a whole, specific industries, or individual issuers of securities. Generally, the impact of these changes will not be fully known for some time. Sustainable Strategies Risk Investing based on sustainability factors may cause an account to forgo certain investment opportunities available to accounts that do not use such criteria. Because of the subjective nature of sustainable investing, there can be no guarantee that criteria used by FIWA or a third-party, as applicable, in its sustainable strategies will reflect the beliefs or values of any particular account. Additionally, FIWA relies upon information and data obtained through third-party reporting, which, if incomplete or inaccurate, could result in FIWA imprecisely evaluating an issuer’s practices with respect to material sustainability factors. Cybersecurity Risks With the increased use of technologies to conduct business, FIWA and its affiliates are susceptible to operational, information security, and related risks. These risks could include events that are wholly or partially beyond our control and may have a negative effect on our ability to conduct business activities. We believe that we have taken reasonable steps to mitigate these risks, but do not believe that we can eliminate them altogether. In general, cyber incidents can result from deliberate attacks or unintentional events that can arise from external or internal sources. The increasing sophistication and accessibility of technology, including tools leveraging artificial intelligence, can be exploited by malicious actors to enhance the scale and 30  impact of cyber-attacks. Cyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment, or systems; and causing operational disruption. Cyberattacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting FIWA, its affiliates, or any other service providers (including but not limited to accountants, custodians, transfer agents, and financial intermediaries used by Fidelity or by an issuer of securities) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate asset prices, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which an account invests, counterparties with which an account engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers), and other parties. Alternative Mutual Funds Risks that may be associated with registered alternative mutual funds include, (i) leverage: leverage may enhance a fund’s returns in up markets but exacerbate returns in a bad market. Some Investment Managers with leverage inherent in their portfolios may experience “margin call” types of actions in the event of liquidity dry-ups or if certain counterparties cannot provide the leverage needed; (ii) shorting: certain securities may be difficult to sell short at the price that the Investment Manager would prefer to execute a trade. A short position may have the possibility of an infinite loss if a security continues to go up in price and the manager does not cover; (iii) security valuation: certain securities held in alternative mutual funds, such as derivatives or thinly traded stocks, bonds, or swaps, may not have a market to permit the Investment Manager to trade it quickly in case of fund redemptions. High bid/ask spreads or the lack of another buyer/seller to take the opposite position of a thinly traded security could cause inaccurate estimates in underlying security valuation by the administrator; and (iv) nightly reconciliation: the use of thinly traded securities, shorting and leverage may make it difficult for some alternative funds, based on their investment strategy, to provide accurate nightly Net Asset Values (“NAVs”) for the mutual fund. Limited liquidity and illiquid registered alternative mutual funds are subject to additional risks. These funds cannot be redeemed outside of the designated liquidity window. Although the funds can implement a periodic share repurchase program, there is no guarantee that an investor will be able to redeem all of the shares that the investor desires to sell. These funds are designed primarily for long-term investors and not as a trading vehicle. The funds can invest in or hold instruments that are illiquid (generally, those securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the fund has valued the securities). For the specific risks associated with these funds, please see the funds’ prospectus. 31  Valuation Risk The NAV of a fund on a particular date may differ from the NAV that would be realized if the fund’s assets were liquidated as of such date. Volatile market conditions could result in limited market liquidity, which may result in lower liquidation values of a fund’s assets than the values of such assets as calculated in a fund’s NAV. Operational Risks Operational risks include risks of loss arising from failures in internal processes, people, or systems, such as routine processing incidents or major systems failures, or from external events, such as exchange outages. For example, computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems, including those FIWA outsources to other providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors. These factors could include events that are wholly or partially beyond FIWA’s control and may have a negative impact on our ability to conduct business activities. Though losses arising from operating, information or technology systems failures could adversely affect an Investor account’s performance, such losses would likely not be reimbursable under FIWA’s policies. Algorithms can be used by FIWA and its affiliates and Investment Managers or the Implementation Manager and contribute to operational risks. There is a risk that the data input into the algorithms could have errors, omissions, or imperfections, or that the algorithms do not operate as intended. Any decisions made in reliance on incorrect data or algorithms that do not operate as intended can expose Investors to potential risks. Issues in the algorithm are often extremely difficult to detect and can go undetected for long periods of time or never be detected. These risks are mitigated by testing and human oversight of the algorithms and their output. FIWA believes that the oversight, testing, and monitoring performed on algorithms and their output will enable the parties described above to identify and address issues appropriately. However, there is no assurance that the algorithms will always work as intended. In general, we will not assess each Investor’s account individually, nor will there be a process to override the outcome of the algorithm with respect to any particular account. Errors Not all incidents arising from operational failures, including those resulting from the mistakes of third parties, will be compensable by FIWA to Investors. FIWA maintains policies and procedures that address the identification and correction of errors, consistent with applicable standard of care, to ensure that Investors are treated fairly when an error has been detected. FIWA seeks to identify errors and works with appropriate parties to correct the error affecting any Investor account as quickly as is reasonably possible. The determination of whether an incident constitutes an error is made by FIWA or its affiliates, in their sole discretion. FIWA will evaluate each situation independently, and unless prohibited by applicable law, we can net an Investor’s gains and losses from the error or a series of related errors with the same root cause and compensate Investors for the net loss. This corrective action can result in financial or other restitution to the account, or inadvertent gains being reversed out of the account. FIWA’s policy and practice is to identify and resolve any trade errors promptly and document each trade error. In the case of errors due to the inaction or actions of others (e.g., 32  Intermediary, Investment Managers, etc.), FIWA helps facilitate the error correction process in an effort to ensure that Investors are treated fairly when an error has been detected. DISCIPLINARY INFORMATION There are no legal or disciplinary events that are material to an Intermediary’s or Investor’s or prospective Intermediary’s or Investor’s evaluation of the Platform’s advisory business or the integrity of its management personnel. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS FIWA is a wholly owned subsidiary of FMR LLC, a Delaware limited liability company that, together with its affiliates and subsidiaries, is generally known to the public as “Fidelity Investments” or “Fidelity.” Various direct or indirect subsidiaries of FMR LLC are engaged in investment advisory, brokerage, banking, or insurance businesses. From time to time, FIWA or Intermediaries or Investors will have material business relationships with the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of FIWA serve as officers and/or employees of affiliated companies that are engaged in various aspects of FMR LLC’s businesses. In addition, FIWA or its affiliates provide certain investment management personnel to or use the investment management personnel of certain affiliates under personnel sharing arrangements or other inter-company agreements. FIWA is not registered as a broker-dealer, municipal adviser, futures commission merchant, commodity pool operator, or commodity trading advisor, nor does it have an application pending to register as such. Certain management persons of FIWA are registered representatives, employees, and/or management persons of FBS, NFS, and/or Fidelity Distributors Company LLC (“FDC”), FIWA affiliates and registered broker-dealers. FIWA has, and Intermediaries or Investors could have, a material relationship with the following affiliated companies: Investment Companies and Investment Advisers • Fidelity Management & Research Company LLC (“FMR”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FMR principally provides portfolio management services as an adviser or sub-adviser to registered investment companies. FMR also provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR or its affiliates provide certain administrative services to its other affiliates, including, but not limited to, securities execution, investment compliance and proxy voting. FMR also provides model portfolio construction services to FIWA in connection with Fidelity Model Portfolio Solutions and portfolio management services as a sub adviser to FIWA for its Fidelity Institutional Custom SMAs. • FIAM LLC (“FIAM”), a wholly owned subsidiary of FIAM Holdings LLC, which in turn is 33  wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act, and is registered with the Central Bank of Ireland. FIAM provides investment management services, including sub-advisory services to certain of FIWA’s affiliates. • FMR Investment Management (UK) Limited (“FMR UK”), an indirect wholly owned subsidiary of FMR, is registered as an investment adviser under the Advisers Act and is authorized by the U.K. Financial Conduct Authority to provide investment advisory and portfolio management services. FMR UK provides investment advisory and portfolio management services to certain collateralized loan obligation (“CLO”) issuers and as a sub-adviser to certain of FMR’s clients, including investment companies in the Fidelity group of funds, and provides trading services to FMR and its affiliates. FMR UK provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR UK is also authorized to undertake insurance mediation as part of its benefits consulting business. FMR UK is also registered with the Central Bank of Ireland • Fidelity Management & Research (Japan) Limited (“FMR Japan”), a direct wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Japan Financial Services Agency (Kanto Local Finance Bureau) to provide investment advisory and discretionary investment management services. FMR Japan supplies investment research and investment advisory information and provides discretionary investment management services to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. • Fidelity Management & Research (Hong Kong) Limited (“FMR Hong Kong”), a wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Hong Kong Securities & Futures Commission to advise on securities, dealing in futures contracts, provide asset management services, and conduct trading services. FMR Hong Kong provides investment advisory or portfolio management services as a sub-adviser with respect to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and provides trading services to its affiliates. FMR Hong Kong provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. • Strategic Advisers LLC (“Strategic Advisers”), a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act. Strategic Advisers is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and is a member of the National Futures Association (“NFA”). Strategic Advisers provides discretionary and non-discretionary advisory services, and acts as the investment manager to registered investment companies that invest in affiliated and unaffiliated funds. Strategic Advisers serves as the sponsor and discretionary manager to investment advisory programs and can retain the services of affiliated and unaffiliated sub-advisers and model providers for its advisory programs. Strategic Advisers provides 34  model portfolio construction services to FIWA in connection with the Fidelity Model Portfolio Solutions. • Fidelity Diversifying Solutions LLC (“FDS”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FDS is registered with the CFTC under the Commodity Exchange Act of 1936, as amended (“CEA”), as a CPO and a commodity trading adviser (“CTA”). FDS is a member of the NFA. FDS provides discretionary advisory and sub-advisory services. Participating Affiliates • Fidelity Business Services India Private Limited (“FBS India”), with its registered office in Bangalore, is incorporated under the laws of India and is ultimately owned by FMR LLC through certain of its respective direct or indirect subsidiaries. Certain employees of FBS India (FBS India Associated Employees) may from time to time provide certain research services for FIWA, which FIWA provides to its customers. FBS India is not registered as an investment adviser under the Advisers Act, and is deemed to be a “Participating Affiliate” of FIWA (as this term has been used by the U.S. Securities and Exchange Commission’s Division of Investment Management in various no-action letters granting relief from the Advisers Act’s registration requirement for certain affiliates of registered investment advisers). FIWA deems FBS India and certain of its employees as associated persons of FIWA within the meaning of Section 202(a)(17) of the Advisers Act, because FBS India, through such employees, contribute to FIWA’s research process and may have access to information concerning investment research reports and ratings prior to the dissemination of such reports and ratings to FIWA’s customers. As a Participating Affiliate of FIWA, FBS India has agreed to submit itself to the jurisdiction of United States courts for actions arising under U.S. securities laws in connection with investment advisory activities conducted for FIWA’s customers. FIWA maintains a list of the employees of FBS India whom it has deemed associated persons, which it will make available to current and prospective U.S. clients upon request. Broker-Dealers • Fidelity Global Brokerage Group, Inc. (“FGBG”), a wholly-owned subsidiary of FMR LLC, wholly-owns six broker-dealers: Fidelity Brokerage Services LLC, National Financial Services LLC, Fidelity Distributors Company LLC, Fidelity Prime Financing LLC, Digital Brokerage Services LLC and Green Pier Fintech LLC. FGBG acts as a holding company and provides certain administrative services to various FIWA affiliates. • FDC, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). FDC is the principal underwriter for business development companies (“BDCs”) and general distributor of shares of the Fidelity family of registered investment companies (including, open-end mutual funds, ETFs, and closed-end funds). FDC markets products such as mutual funds, ETFs, closed-end funds, private funds, and commingled pools advised by FIWA’s affiliates, or certain unaffiliated advisers to certain third-party financial intermediaries and institutional investors. 35  • NFS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and is a fully disclosed clearing broker-dealer. As such, NFS provides clearing, settlement, and execution services for other broker-dealers, including its affiliate FBS. Fidelity Capital Markets (“FCM”) is a division of NFS that provides trade executions for Fidelity affiliates and other advisory clients. Additionally, FCM operates CrossStream®, an alternative trading system that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. CrossStream® can be used to execute transactions for certain FIWA advisory clients and FIWA’s affiliates’ investment company and other advisory clients. NFS provides transfer agent or sub transfer agent services and other custodial services to certain of FIWA’s or FIWA’s affiliates clients. NFS may provide securities lending services to certain of FIWA’s or FIWA’s affiliates’ clients. Additionally, NFS provides prime brokerage services to certain of FIWA’s of FIWA’s affiliates’ clients. NFS acts as clearing broker and custodian for accounts on the Platform, and provides administrative, clerical, and back-office services to FIWA in connection with the Platform. NFS personnel introduce FMAX to Intermediaries on behalf of FIWA. • LeveL Markets, LLC, a registered broker-dealer and operator of alternative trading systems (“ATS”), operates the Luminex ATS and the LeveL ATS, which allow orders submitted by their subscribers to be crossed against orders submitted by other subscribers. LeveL Markets, LLC is a wholly owned subsidiary of LeveL Holdings, LLC. FGBG and FMR Sakura Holdings, Inc., both wholly owned subsidiaries of FMR LLC, along with other third-party financial institutions, have ownership interests in LeveL Holdings, LLC. LeveL Markets, LLC charges a commission to both sides of each trade executed in the Luminex ATS and LeveL ATS. The Luminex ATS and LeveL ATS can be used to execute transactions for certain FIWA advisory clients and FIWA’s affiliates’ investment company and other advisory clients. NFS serves as a clearing agent for transactions executed in the Luminex ATS. • FBS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and provides brokerage products and services, including the sale of shares of investment companies advised by FMR to individuals and institutions, including retirement plans. In addition, FBS distributes variable insurance products that are issued by FMR’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company (“EFILI”), as well as by third party insurance companies that are not affiliated with any Fidelity Investments company. FBS is the introducing broker for certain managed accounts offered by FIWA and places trades for execution with its affiliated clearing broker, NFS. FBS personnel introduce FMAX to Intermediaries on behalf of FIWA. • Digital Brokerage Services LLC (“DBS”), a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act. DBS provides securities brokerage services to a retail customer base through digital mobile application-based brokerage platform. DBS clears all customer transactions through Green Pier Fintech LLC, an affiliated registered broker-dealer, on a 36  fully disclosed basis. Insurance Companies or Agencies • FILI, a wholly owned subsidiary of FMR LLC, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA affiliates. • EFILI, a wholly owned subsidiary of FILI, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA affiliates to residents of New York. • FIA, a wholly owned subsidiary of FMR LLC, is engaged in the business of selling life insurance and annuity products of affiliated and unaffiliated insurance companies. Banking Institutions • Fidelity Management Trust Company (“FMTC”), a wholly owned subsidiary of FMTC Holdings LLC, which in turn is wholly owned by FMR LLC, is a limited-purpose trust company organized and operating under the laws of The Commonwealth of Massachusetts, provides non-discretionary trustee and custodial services to employee benefit plans and individual retirement accounts, and discretionary investment management services to institutional clients and acts as trustee and investment manager of collective investment trusts and separate accounts. • Fidelity Personal Trust Company, FSB, a wholly owned subsidiary of Fidelity Thrift Holding Company, Inc., which in turn is wholly owned by FMR LLC, is a federal savings bank that offers fiduciary services to its customers that include trustee or co‐trustee services, custody, principal and income accounting, investment management services, and recordkeeping and administration. • Fidelity Institutional Asset Management Trust Company (“FIAMTC”), a trust company organized under the laws of the State of New Hampshire, provides investment management services principally for institutional clients including employee benefit plans and acts as trustee and investment manager of its collective investment trusts. FIAM TC is a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING There are several Codes of Ethics that are relevant with respect to the Platform: FIWA’s Code of Ethics, the Implementation Manager’s Code of Ethics, and the Code of Ethics of each Investment Manager. These Codes of Ethics will operate independently of one another. The relevant provisions of the Code of Ethics for FIWA are described below. The Code of Ethics for the Implementation Manager and each Investment Manager can be obtained from the 37  respective entity. FIWA has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to officers, directors, employees (including certain contractors), and other supervised persons of FIWA and requires that they place the interests of clients above their own. The Code of Ethics establishes securities transaction requirements for all covered employees and their covered persons, including their spouses. More specifically, the Code of Ethics contains provisions requiring the following: • Standards of general business conduct reflecting the investment advisers’ fiduciary obligations; • Compliance with applicable federal securities laws; • Employees and their covered persons move their covered accounts to FBS unless an exception exists or prior approval is obtained; • Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information; • Prohibition of purchasing securities in initial public offerings unless an exception has been approved; • Reporting of Code of Ethics violations; and • Distribution of the Code of Ethics to all supervised persons, documented through acknowledgments of receipt. Core features of the Code of Ethics generally apply to all Fidelity employees. The Code of Ethics also imposes additional restrictions and reporting obligations on certain advisory personnel, research analysts, and portfolio managers. Such restrictions and reporting obligations include (i) the preclearing of transactions in covered securities with limited exceptions, (ii) a prohibition on investments in limited offerings without prior approval, (iii) a prohibition on personal trading by a portfolio manager within seven days before or after a trade in any covered security of the same issuer by a fund or account managed by such portfolio manager except in limited circumstances, (iv) the reporting of transactions in covered securities on a quarterly basis with limited exceptions, (v) the reporting of securities accounts and holdings of covered securities at the time of hire and annually thereafter, (vi) restricts the selling short of a covered security, and (vii) the disgorgement of profits from short-term transactions with limited exceptions. Violation of the Code of Ethics requirements can also result in the imposition of remedial action. The Code of Ethics will generally be supplemented by other relevant Fidelity policies, including the Policy on Inside Information, Rules for Broker- Dealer Employees, and other written policies and procedures adopted by Fidelity and FIWA. A copy of the Code of Ethics will be provided on request. From time to time, Fidelity personnel can buy or sell securities for themselves and also recommend those securities to clients. The conflicts of interest involved in such activities are contemplated in the Code of Ethics and other relevant Fidelity policies. In particular, the Code of Ethics and other Fidelity policies are designed to make it clear to Fidelity personnel that they should never place their personal interests ahead of Fidelity’s clients in an attempt to benefit themselves or another party. The Code of Ethics and other Fidelity policies impose sanctions if these requirements are violated. 38  From time to time, in connection with our business, certain Fidelity personnel may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, Fidelity has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals and other employees. In addition, Fidelity has implemented a Corporate Gifts & Entertainment Policy intended to set standards for business entertainment and the giving or receiving of gifts, help employees make sound decisions with respect to these activities, and to ensure that the interests of Fidelity’s clients come first. Similarly, to support compliance with applicable “pay-to-play” rules, Fidelity has implemented a Personal Political Contributions & Activities policy which requires employees to pre-clear political contributions and activities. Fidelity also has a Global Anti- Corruption Policy regarding commercial bribery and bribery of government officials that prohibits directly or indirectly giving, offering, authorizing, promising, accepting, or receiving any bribe, facilitation payment, kickback, or payoff (whether in cash or any other form) with the intent to improperly obtain or retain business or any improper advantage. BROKERAGE PRACTICES All Investor accounts on the Platform are maintained at NFS, an affiliate of FIWA. In its capacity as Platform sponsor, FIWA is not responsible for directing any trading for any FMAX account. The Implementation Manager, the discretionary Investment Managers, including FIWA as discretionary Investment Manager for the Fidelity Institutional Custom SMAs Strategies, or the Intermediary, as applicable, will execute transactions in Investor accounts, and are responsible for best execution obligations. In most cases, due to the wrapped nature of the fees payable in connection with the Platform, the Implementation Manager, the discretionary Investment Manager, or the Intermediary will place trades for execution with NFS. NFS may receive remuneration, compensation, or other consideration for executing trading activity in Investor accounts. Investor accounts include a core transaction account that holds assets in a position awaiting further investment or withdrawal (“Core Position”). Depending on the type of brokerage account and the entity that serves as the introducing broker dealer associated with the Investor account, the available Core Position options may differ. Core Position options include but are not limited to Fidelity money market mutual funds, FDIC-insured bank sweep product, and FCASH. For non-retirement Investor accounts where FBS serves as the introducing broker dealer to the Investor account and NFS provides custody and clearing services to the Investor account, FCASH is the default Core Position and generally the only available Core Position option. Retirement Investor accounts and Investor accounts where FBS does not serve as the introducing broker dealer to the Investor account may have different Core Position options. FCASH is an interest-bearing account offering managed by Fidelity. Fidelity invests FCASH funds in interest bearing instruments and other investments. FCASH balances are not segregated and may be used in NFS’ business. Fidelity may, but is not required to, pay interest on FCASH balances. Any interest paid to Investors is typically less than the interest 39  earned by Fidelity. Fidelity and its affiliates retain any portion of the interest earned but not paid to Investors. FCASH has no separate fees, nor is it a money market mutual fund, or a bank deposit account, and is not covered by FDIC insurance. FIWA and its affiliates may receive an economic benefit on certain Core Positions in Investor accounts including management fees, mutual fund distribution and/or shareholder servicing revenue, interest, or other fees. To the extent that these benefits vary based on the Core Position utilized, FIWA has a potential conflict of interest with respect to the variations in such benefits. With respect to trading by the Implementation Manager, the Implementation Manager will place trades for mutual funds, ETPs, and exchange-listed equity securities with FCM (a division of NFS). The Implementation Manager may allocate up to 100% of an Investor’s order to FCM, subject to the Implementation Manager’s obligation to seek best execution. To ensure quality of trade executions, the Implementation Manager monitors the quality of such trade executions effected through FCM. As sponsor of the Platform, FIWA also monitors the trade execution process. When FCM is used for trading, FCM transmits the orders to various exchanges or market centers based on a number of factors. These include the following: size of the order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing, and execution costs. Some market centers or broker-dealers may execute orders at prices superior to the publicly quoted market prices. NFS receives remuneration, compensation, or other consideration for directing some customer orders for equity securities to certain market centers for execution. Such consideration may include financial credits, monetary payments, rebates, volume discounts, or reciprocal business. The details of any credit, payment, rebate, or other form of compensation received in connection with the routing of a particular order will be provided upon request, and an explanation of order- routing practices will be provided on an annual basis. In addition, from time to time, FIWA or its affiliates may provide aggregated trade execution data to customers and prospective customers. In most circumstances, trading costs for trades executed through affiliates of FIWA are covered by the Program Fee. However, as noted in the section entitled “Fees and Compensation,” the Program Fee does not cover charges associated with certain securities transactions or activity in Investor accounts including commissions or markups or markdowns resulting from trades effected with or through broker-dealers who are not affiliates of FIWA (as described below), transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, or any other charges imposed by law or otherwise agreed to with regard to Platform accounts. The Intermediary and Investor may also agree to a different arrangement with respect to trade costs. Please see the “Fees and Compensation” section above for a more extensive description of the fees borne by Investors. Investors should be aware that discretionary Investment Managers and the Implementation Manager, when placing trades for certain Strategies, particularly those involving fixed income, illiquid, or thinly traded securities, may place all or substantially all trades with broker-dealers 40  other than NFS. This practice is often referred to as “trading away,” and these types of trades are frequently called “step-out” trades. Step-out trades are executed at another broker-dealer and cleared and settled at NFS. If the discretionary Investment Manager or Implementation Manager effects step-out trades, Investors will, in most cases, incur commissions, markups, markdowns, or spreads paid to market makers in addition to the Program Fee. Investors should be aware that some discretionary Investment Managers may place all or substantially all trades as step-out trades. As a result, the trading costs of these discretionary Investment Managers and their Strategies will be more costly to Investors than those Strategies where the Implementation Manager places trades with FIWA and its affiliates for execution. Trading through Affiliates FIWA, the Implementation Manager, and discretionary Investment Managers, as applicable, are authorized to place portfolio transactions with affiliated registered broker-dealers of FIWA. The Implementation Manager is responsible for directing and overseeing trading for Advisory Program accounts where the Investment Manager has not retained trade discretion. Such trading can be effected on a principal or agency cross basis through Fidelity consistent with applicable law. To the extent that the Implementation Manager is responsible for trading an FMAX account, the Implementation Manager will arrange for the execution of transactions through FIWA affiliates, assuming the Implementation Manager reasonably believes that the quality of the execution of the transaction is comparable to what could be obtained through other qualified broker-dealers. Best Execution The Platform is structured in a manner that permits FIWA to delegate trade discretion to the Implementation Manager and, in certain circumstances, to the discretionary Investment Managers. Please see the respective Form ADV Part 2A for the factors the Implementation Manager and each discretionary Investment Manager utilize in making and effecting trading decisions. FIWA maintains policies and procedures to monitor execution activities for trades effected by the Implementation Manager and discretionary Investment Managers on behalf of Investor accounts on the Platform. FIWA may utilize third-party service providers to assist in its review and oversight of these best execution obligations. Trade Aggregation and Allocation When effecting trades of the same security across multiple Investor accounts, the Implementation Manager or discretionary Investment Manager has the authority to aggregate when, in the Implementation Manager’s/discretionary Investment Manager’s judgment, as applicable, aggregation is in the best interest of all Investors involved. Such trades are referred to as “block trades.” Block trades are averaged as to price and allocated on a pro rata basis but may be allocated among accounts according to one or more other methods designed by the Implementation Manager/discretionary Investment Manager to ensure the allocation is fair and equitable to all accounts. The Implementation Manager, discretionary Investment Managers, and Intermediaries using the Advisor Model Management program will not collectively block trades that are affected for the same security. Please see the Form ADV Part 2A for the Implementation Manager or discretionary Investment Manager(s) as applicable. In its capacity as Platform sponsor, FIWA does not exercise investment discretion in Investor 41  accounts. When applicable, FIWA has vested trading authority with the Implementation Manager or discretionary Investment Manager, including FIWA as discretionary Investment Manager for the Fidelity Institutional Custom SMAs Strategies. FIWA conducts reviews of the Implementation Manager and discretionary Investment Manager’s trade aggregation and allocation policies to assess compliance with federal securities laws and fiduciary duty to Investors. Certain Investment Managers, beyond their role on the Platform, act as both a Model Provider and a discretionary Investment Manager. Some of these Investment Managers, as disclosed in their Form ADV Part 2A, have a trading rotation policy that segregates Model updates from directly managed accounts. If FIWA determines that such trade rotation policy may result in Investor accounts being systemically disadvantaged relative to other accounts managed by the Investment Manager, FIWA will make such disclosure to Investors. Investors should be aware that such a policy may result in performance that differs from the Strategy’s reported performance on the Platform. Trade Confirmations Depending on their elections, Investors will either receive trade-by-trade confirmations from NFS for any transactions in their account or quarterly trade confirmations; however, with respect to automatic investments, automatic withdrawals, dividend reinvestments, and transactions that involve the core Fidelity money market fund, an Investor’s account statement serves in lieu of a confirmation. In addition, Investors will receive statements from NFS at least quarterly with pertinent account information. Statements and confirmations are also available online at Fidelity.com or WealthscapeSM and by enrolling in electronic delivery. Investors should carefully review all statements and other communications in connection with their accounts. Soft Dollars FIWA does not use soft dollars and does not maintain a soft dollar program. The Implementation Manager and some Investment Managers on the Platform may use soft dollars or other commission-sharing arrangements in connection with transactions effected for the Platform. Please see Form ADV Part 2A for the Implementation Manager and relevant Investment Manager for additional information about these practices. REVIEW OF ACCOUNTS FIWA or the Implementation Manager performs a nightly reconciliation of Investor accounts in the Platform against data provided by NFS. Exceptions are researched and appropriate corrections are made, when necessary. Completely reconciled accounts are made available at the beginning of the next business day. The Intermediary is responsible for ensuring that Investor accounts are consistent with the risk profile and are in the best interest of the Investor. Investors receive statements from NFS at least quarterly with pertinent account information as well as confirmations of all securities transactions. In addition, at the election of the Intermediary, Investors also may receive a quarterly performance report generated by the Platform and delivered by your Intermediary showing the allocation of the assets in the account as well as the performance of the account during the previous quarter. 42  Intermediaries are required to contact Investors on an annual basis to determine if there have been any changes to the Investor’s financial situation and stated investment objectives or if the Investor wishes to impose any reasonable investment restrictions on the management of the assets in the account. CLIENT REFERRALS AND OTHER COMPENSATION The compensation described below is in addition to any fees received by FIWA for Platform accounts as described in the “Fees and Compensation” section, the “Brokerage Practices” section, or elsewhere in this brochure. Affiliates of FIWA are compensated for providing services, including for investment management, access, purchase or redemption, transfer agency, servicing, and custodial services with respect to certain Fidelity and non-Fidelity mutual funds, ETPs, and Models used in Platform accounts. These affiliates include Strategic Advisers, FMR, FIAM and their affiliates as the investment adviser or sub-advisers for the Fidelity funds; FDC as the underwriter of the Fidelity funds; Fidelity Investments Institutional Operations Company, Inc., as transfer agent for the Fidelity funds, and servicing agent for non-Fidelity funds; FBS as the introducing broker- dealer providing certain brokerage services for certain Platform accounts; and NFS as the clearing broker-dealer providing clearing, settlement, and custody services for Platform accounts. When an Intermediary chooses to use a Fund or Strategy advised, managed, or sponsored by FIWA or an affiliate of FIWA, FIWA and its affiliates earn additional compensation as a result of that decision. As such, FIWA has a potential financial conflict of interest when affiliated products or Models are selected by Intermediaries on the Platform. However, FIWA and its representatives do not select or exercise any discretion with respect to Funds, ETPs, or Strategies for Investors on the Platform, nor does FIWA advise or make recommendations to Investors or Intermediaries with respect to the selection of any underlying investment or strategy, affiliated or otherwise, that is available to Intermediaries and Investors (through their Intermediaries) on the Platform. FBS and NFS receive compensation for executing portfolio transactions and providing, among other things, clearance, settlement, custodial, and other services to Fidelity and non-Fidelity mutual funds, ETPs, and other investments, and NFS provides securities lending agent services to certain affiliated and unaffiliated funds for which it receives compensation. FBS and NFS also contract with certain unaffiliated Investment Managers in connection with the availability, purchase or redemption of, servicing and ongoing maintenance of their investment products held in Platform accounts. FBS and NFS receive compensation for such services, including asset-based or transaction-based compensation for shareholder servicing, 12b-1 fees, and CUSIP maintenance and add fees. These fees are paid directly from or on behalf of the Funds or other investment solutions and are in addition to the Program Fee paid by Investors who use the Platform. FBS and NFS receive flat, annual fees from (1) certain product providers to compensate Fidelity for maintaining the infrastructure required to accommodate 43  that provider’s investment products on Fidelity’s various platforms and (2) certain Investment Managers who are invited to participate in access, engagement, and analytics programs established by FBS and NFS. Fidelity also receives asset-based fees or fixed fees from third- party ETF providers for shareholder servicing, platform and data support. FBS and NFS also receive compensation for services provided to iShares ETFs in connection with reduced or commission-free ETFs, and compensation in connection with a marketing program with respect to iShares funds, including ETFs and iShare funds in Platform accounts. FMR and its affiliates also obtain brokerage or research services, consistent with Section 28(e) of the Exchange Act, from broker-dealers in connection with the execution of the Fidelity funds’ portfolio security transactions. FIWA affiliates and Intermediaries agree to pricing for Investor accounts held at Fidelity based on the nature and scope of business the Intermediary effectuates with Fidelity and our affiliates, including the current and future expected amount of the Intermediary’s client assets in our affiliates’ custody and the types of investments managed by the Intermediary. Some Intermediaries agree to pricing schedules for various services that are higher than the pricing schedules agreed to by other Intermediaries, or agree to pricing schedules under which Fidelity earns more for certain types of investments. Client referrals may occur between FIWA and its affiliated entities pursuant to a services agreement, where applicable. Certain representatives of FIWA receive economic incentives for their efforts in the sales, distribution, and support of the Platform. In addition, FIWA representatives are generally also registered with one or more of our affiliated broker-dealers, FBS, NFS, and FDC. These representatives receive a salary, bonus, and non-cash incentives. Bonus and non-cash incentives can vary and are based on criteria including success in meeting sales goals, and total assets. In some instances, FIWA or its affiliates share certain revenue with the Implementation Manager to the FMAX Platform, EAM, for joint marketing activities that result in new accounts on the FMAX Platform. Such compensation is not deemed to be an endorsement by Implementation Manager of the FMAX Platform, nor by FIWA of the Implementation Manager. CUSTODY FIWA does not maintain custody for Investors’, however, it is deemed to have “custody” of Client assets in a variety of situations, and in each case FIWA will comply with the custody requirements under the Advisers Act. FIWA has custody of Client assets any time that FIWA or a related person has authority or ability to obtain possession of Client assets. FIWA would thus be deemed to have custody of Client assets for which an affiliate serves as custodian for those assets in connection with advisory services FIWA provides to Clients. FIWA is also therefore deemed to have custody of accounts because FIWA’s affiliate, NFS, is the custodian to those Accounts. NFS, a registered broker-dealer, has custody of account assets and performs certain services for the benefit of those Investors, including the trade execution, as well as custodial and related services. Certain representatives of FIWA and NFS 44  share premises and have common supervision. Investors will be sent at least quarterly statements from NFS with pertinent account information. FIWA also is deemed to have “custody” over Client Accounts from which FIWA is authorized to deduct fees or other expenses. FIWA has a reasonable basis, after due inquiry, for believing that a Client’s custodian sends an account statement, at least quarterly, to the Client. Investors are encouraged to carefully review custodian statements and to compare such official custodial records to any reports that FIWA may provide Investors or their advisors. INVESTMENT DISCRETION While Investors are required to grant discretionary authority to FIWA so that such discretion can be passed to the Implementation Manager or discretionary Investment Managers, including FIWA as discretionary Investment Manager for the Fidelity Institutional Custom SMAs strategies, as applicable, FIWA, in its capacity as Platform sponsor, does not exercise such investment discretion with respect to the purchase or sale of securities for any Investor account, nor does it act as a fiduciary with respect to Investor accounts as defined under Employee Retirement Income Security Act of 1974 (“ERISA”) and related rules and regulations. Moreover, FIWA does not assume a fiduciary or advisory role in assets managed by the Intermediary through AMM or that have been identified as assets or securities to be sold to fund the portfolio recommended by the Intermediary. Likewise, FIWA does not assume a fiduciary or advisory role in assets that an Intermediary has under management outside of FMAX. Pursuant to the grant of discretion given by Investors, FIWA has retained the Implementation Manager and the discretionary Investment Managers, including FIWA as discretionary Investment Manager for the Fidelity Institutional Custom SMAs strategies, as applicable, to provide implementation and overlay management of the portfolios in Investor accounts, including discretion to effect trades in Investor accounts as described above. The Intermediary is responsible for ensuring that the recommended portfolios are consistent with the risk profile and are in the best interest of the Investor. When selecting securities or trading accounts, the Implementation Manager or the discretionary Investment Manager, as applicable, observe the investment policies established through the Platform for the particular Investor account, along with account investment limitations and restrictions of the Investor. In such instances, FMAX can provide tools to assist the Intermediary and discretionary Investment Manager in monitoring adherence to the investment policies established between Intermediary and Investor; however, FIWA does not undertake responsibility for monitoring adherence to an Investor’s broader investment policy. VOTING CLIENT SECURITIES Investors have the option to retain proxy voting authority or delegate proxy voting authority to their Intermediary, Implementation Manager, or the discretionary Investment Manager, as applicable. Investors should review the proxy voting policies and procedures as described in their Intermediary, Implementation Manager, or discretionary Investment Manager’s Form ADV Part 2A, as applicable. In its capacity as Platform sponsor, FIWA does not vote proxies on 45  behalf of Investors. For Investor accounts utilizing a Fidelity Institutional Custom SMAs strategy, FIWA, as a discretionary Investment Manager, will vote proxies according to its guidelines when authorized by the Investor. FIWA does not provide claims filing services seeking recovery as a potential class member of a class action or enter into other litigation on behalf of Investors. FINANCIAL INFORMATION FIWA does not solicit prepayment of Investor fees greater than 6 months in advance. FIWA is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Investor. REQUIREMENTS FOR STATE-REGISTERED ADVISERS FIWA is not registered with any state securities authority. 46 

Fidelity Managed Account Xchange® FMAX Essentials Fidelity Institutional Wealth Adviser LLC 245 Summer Street Boston, MA 02210 (866) 925-3629 March 30, 2026 This brochure provides information about the qualifications and business practices of Fidelity Institutional Wealth Adviser LLC (“FIWA”), a Fidelity Investments company, as well as information about the Fidelity Managed Account Xchange® Essentials program (“FMAX Essentials”). Throughout this brochure and related materials, FIWA refers to itself as a “registered investment adviser” or “being registered.” These statements do not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please call us at (866) 925-3629. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. 1  SUMMARY OF MATERIAL CHANGES The SEC requires registered investment advisers to provide and deliver an annual summary of material changes to their advisory services program brochure (also referred to as the Form ADV Part 2A). The section below highlights only material revisions that have been made to the FIWA brochure from March 31, 2025, through March 30, 2026. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. Capitalized terms are defined herein. No material changes were made from March 31, 2025, through March 30, 2026. 2  TABLE OF CONTENTS SUMMARY OF MATERIAL CHANGES .............................................................................................................. 2 ADVISORY BUSINESS ...................................................................................................................................... 4 FEES AND COMPENSATION .......................................................................................................................... 12 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ......................................................... 15 TYPES OF CLIENTS ........................................................................................................................................ 16 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS .......................................... 16 DISCIPLINARY INFORMATION ....................................................................................................................... 30 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................................... 30 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .......................................................................................................................................................... 35 BROKERAGE PRACTICES .............................................................................................................................. 36 REVIEW OF ACCOUNTS ................................................................................................................................. 38 CLIENT REFERRALS AND OTHER COMPENSATION .................................................................................. 39 CUSTODY ......................................................................................................................................................... 40 INVESTMENT DISCRETION ............................................................................................................................ 40 VOTING CLIENT SECURITIES ........................................................................................................................ 41 FINANCIAL INFORMATION ............................................................................................................................. 41 REQUIREMENTS FOR STATE-REGISTERED ADVISERS ............................................................................ 41 3  ADVISORY BUSINESS Fidelity Institutional Wealth Adviser LLC (“FIWA”) is a registered investment adviser and an “indirect, wholly owned subsidiary of FMR LLC (collectively with FIWA and its affiliates, “Fidelity Investments,” “Fidelity,” “us,” or “we”). FIWA was formed in 2016. This brochure covers FIWA’s provision of the Fidelity Managed Account Xchange® Essentials program (“FMAX Essentials” or the “Platform”) to Intermediaries (defined below). FIWA also offers several other products and services including the Fidelity Managed Account Xchange® (“FMAX”) program, which is separate and apart from the FMAX Essentials program described in this brochure. Brochures dedicated to these other FIWA products and services can be found on the SEC’s website at www.adviserinfo.sec.gov. FMAX Essentials FMAX Essentials is designed to provide financial services firms, including registered investment advisers, broker-dealers, banks, and family offices (“Intermediaries” or, individually, “Intermediary”) with an investment advisory platform, which they can use to provide wealth management solutions directly to their clients (“Investors” or individually “Investor”). The Intermediary, working with the Investor, is solely responsible for obtaining appropriate information concerning the Investor’s financial resources, risk tolerance, and investment objectives, and has full discretion and sole responsibility to determine the investment solutions it deems appropriate to meet the needs of its Investors. The Platform provides Intermediaries with access to a select list of investment solutions including fund strategist portfolios (“FSPs”), separately managed accounts (“SMAs”) (FSPs and SMAs herein referred to as “Strategies” or individually a “Strategy”), mutual funds, and exchange traded products (“ETPs”) (when discussed together mutual funds and ETPs are hereinafter referred to as “Funds”). The investment solutions are provided by unaffiliated investment managers, FIWA, and affiliates of FIWA (collectively, “Investment Managers”). FIWA engages directly with Investment Managers to make FSP and SMA Strategies available to Intermediaries on the Platform. From time to time FIWA may add or remove strategies from the Platform at its discretion. Many of the Strategies on the Platform are accessed through the use of investment models (“Models”). These Models are provided by Investment Managers, each acting as a “Model Provider”. The Model Provider constructs the Model by selecting the underlying investments (individual securities or Funds) and weights for each Strategy. The Implementation Manager (defined below) implements the Model Strategies by conducting trading activities in an Investor account as directed by the Model Provider. For some Strategies offered by FIWA and its affiliates, the Investment Manager will retain trade discretion (“Discretionary Strategies”). Discretionary Strategies require the Intermediary to contract directly with the Investment Manager and will result in the Discretionary Strategy Investment Manager obtaining trading discretion over the assets in the Strategy. The Platform also offers access to FIWA research, client reporting functionality, tools, and related services to assist Intermediaries in evaluating their Investors’ financial needs, performing Investor risk profiling, creating Investor proposals, conducting account opening, and performing trading 4  and rebalancing activities. FMAX Essentials integrates with a variety of financial technology (“FinTech”) capabilities, including those affiliated with FIWA such as eMoney Advisor LLC (“eMoney”) (financial planning), and WealthscapeSM (a brokerage portal offered by National Financial Services LLC and Fidelity Brokerage Services LLC, each an affiliate of FIWA). Generally, the Intermediary separately contracts for these services directly with the applicable FinTech, including the FIWA affiliates. Intermediaries may offer FMAX Essentials as a wrap program to their Investors. In the event that an Intermediary elects to offer FMAX Essentials as a wrap program, the Intermediary is responsible for meeting the associated requirements and disclosures. Conflicts of Interest in FMAX Essentials The Strategies and Funds available through FMAX Essentials are limited to Strategies and Funds for which FIWA or an affiliate is the issuer, sponsor, or investment adviser, and Strategies and Funds provided by third party Investment Managers for which FIWA or its affiliates are compensated for distribution or servicing of such Strategies and Funds. FIWA therefore receives compensation for investment in such Strategies and Funds. As a result, Investor’s assets invested through FMAX Essentials will be invested in Strategies and Funds in which FIWA or its affiliates have a financial interest because it or its affiliates receive fees for providing distribution, management, sub-advisory or other services. Please see the Client Referrals and Other Compensation section for details on the types of compensation received by FIWA or its affiliates. FIWA addresses these conflicts of interest by disclosing the nature of the compensation and related financial incentives in this brochure and other materials relating to the FMAX Essentials. In addition, the amount paid to FIWA representatives does not vary based on the Strategies and Funds selected when constructing the investment lineup for FMAX Essentials. In general, however, Intermediaries should understand that investments in the Strategies and Funds available in FMAX Essentials, result in payments of compensation to FIWA and its affiliates. FMAX Essentials Advisory Programs The Platform offers six distinct programs for Intermediaries to consider for use with their Investors: 1) the FMAX Essentials Fund Strategist Portfolio Program (“FMAX Essentials FSP Program”); 2) the FMAX Essentials Separately Managed Account Program (“FMAX Essentials SMA Program”); 3) the FMAX Essentials Strategist Unified Managed Account (“UMA”) Program (“FMAX Essentials Strategist UMA Program”); 4) the FMAX Essentials Guided UMA Program; 5) the FMAX Essentials UMA Program; and 6) the FMAX Essentials Advisor Model Management Program. The FMAX Essentials FSP Program, the FMAX Essentials SMA Program, the FMAX Essentials Strategist UMA Program, the FMAX Essentials Guided UMA Program, the FMAX Essentials UMA Program and the FMAX Essentials Advisor Model Management Program are described in more detail below and are each hereinafter referred to an “Advisory Program”. The FMAX Essentials Strategist UMA Program, the FMAX Essentials Guided UMA Program, and the FMAX Essentials UMA Program are hereinafter referred to as “UMA Programs” (or, individually, a “UMA Program”). 5  FMAX Essentials FSP Program The FMAX Essentials FSP Program provides Intermediaries with access to a universe of professionally managed model portfolios composed of Funds. In the FMAX Essentials FSP Program, the Investment Manager constructs the FSP Strategy by selecting the underlying investments and weights. At the request of an Intermediary, FIWA will provide non- discretionary investment advice through creation of a custom model portfolio that the Intermediary can utilize in the FMAX Essentials FSP Program. FIWA creates the custom model portfolio within the parameters dictated by the Intermediary, including the share class of any underlying Funds. The Investment Manager provides the underlying investments and weights to the Implementation Manager (defined below) for implementation. The Implementation Manager performs all trading activities associated with the FSP Strategy. The Platform assists the Intermediary in identifying the FSP Strategies that align with an Investor’s risk profile and investment objectives. The Intermediary is solely responsible for selecting the Strategy for the Investor. Account minimums in the FMAX Essentials FSP Program start at $10,000. Some FSP Strategies require higher minimums. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. FMAX Essentials SMA Program The FMAX Essentials SMA Program provides Intermediaries with access to a universe of investment style-specific professionally managed portfolios comprised of individual securities and/or Funds for use with their Investors. The Platform assists the Intermediary in identifying the SMAs that correspond to the proposed asset classes and styles, or the Intermediary can independently identify SMAs that align with an Investor’s risk profile and investment objectives. SMAs can be managed on a discretionary basis by the Investment Manager or provided as a Model, in which case the SMA will be traded by the Implementation Manager (defined below). Certain discretionary Investment Managers offer highly customized SMA strategies. The customized SMA strategies typically require additional input from the Intermediary or Investor. This input can include account level security or sector-based restrictions or tilts, or customizations based on an Investor’s specific tax or sustainable preferences. It can also include modifications to asset allocations in a multi-asset solution or include tilts away from or toward certain investment styles as part of the Investor’s account construction. Intermediaries and Investors should review and monitor these custom portfolios to ensure they continue to be consistent with the Investor’s risk profile and investment objectives. Please see the Form ADV Part 2A for the relevant discretionary Investment Manager(s) for additional information on these strategies. A standard FMAX Essentials SMA Program portfolio requires an account size minimum of $50,000. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. 6  FMAX Essentials Strategist UMA Program The FMAX Essentials Strategist UMA Program provides Intermediaries with a prepackaged UMA portfolio managed by Investment Managers, including FIWA and unaffiliated third parties. This program provides professionally managed portfolios comprised of Funds and SMAs that are aligned with an Investor’s risk profile. A standard FMAX Essentials Strategist UMA Program portfolio requires an account size minimum of $250,000. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. FMAX Essentials Guided UMA Program The FMAX Essentials Guided UMA Program provides Intermediaries with recommended strategic asset allocation templates that can be used to create customized UMA solutions for Investors. FIWA provides recommended asset allocations and tactical sub-asset category target weights to align with an Investor’s risk profile. Intermediaries select investment options aligned with the FMAX Essentials Guided UMA targets from a select investment universe of Funds, FSPs and SMAs managed by FIWA and select third party Investment Managers. Investment options available in the FMAX Essentials Guided UMA Program are provided by FIWA and its affiliates, Fidelity Funds Network Select Partners, and Envestnet PMC and its affiliates. A standard FMAX Essentials Guided UMA Program portfolio requires an account size minimum of $50,000. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. FMAX Essentials UMA Program In the FMAX Essentials UMA Program, an Intermediary has the ability to incorporate multiple Funds, FSPs, and SMAs into a single brokerage account. Intermediaries are responsible for developing the asset allocation and selecting the investment solution for each asset class. In the FMAX Essentials UMA Program, Intermediaries can select investment options from all available FMAX Essentials Funds, FSPs and SMAs. The Intermediary may also utilize a portfolio they have created using the FMAX Essentials Advisor Model Management Program functionality, discussed below, as a sleeve within the UMA (an “Intermediary Managed Sleeve”). In this scenario the Implementation Manager (defined below), not the Intermediary, will implement trade orders for the Intermediary Managed Sleeve. However, in certain circumstances such as when the Intermediary Managed Sleeve holds thinly traded securities, the Intermediary (not the Implementation Manager) may be responsible for trading the Intermediary Managed Sleeve. A standard FMAX Essentials UMA Program portfolio requires an account size minimum of $50,000. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. 7  FMAX Essentials Advisor Model Management Program The FMAX Essentials Advisor Model Management Program (“AMM Program”) functionality allows an Intermediary to create, manage, and trade proprietary portfolios selected from Funds offered on the Platform. In the AMM Program, the Intermediary is solely responsible for creating, managing, trading, and making any recommendations with respect to its portfolios or any investments. A standard FMAX Essentials Advisor Model Management Program portfolio requires an account size minimum of $2,500. Minimum account sizes may be lowered at the discretion of the Investment Manager or FIWA, as applicable. Implementation Manager FIWA has retained Envestnet Asset Management, Inc. (“EAM”), an unaffiliated investment adviser, to provide model implementation and overlay management services (together this function is referred to as “Implementation Manager”) as well as certain administrative services for FMAX Essentials. While FIWA contracts with the Implementation Manager to make its services available to the Intermediary for the FMAX Essentials program, the Intermediary is solely responsible for appointing the Implementation Manager and directing the Implementation Manager to provide the model implementation, overlay management, and related services for FMAX Essentials accounts. EAM is granted discretionary authority over Investor accounts by the Intermediary to perform the implementation of Models received from Model Providers and for particular sleeves in a UMA as described in more detail above. In situations where EAM is acting as Implementation Manager, EAM will liquidate securities that are transferred in-kind into Investor accounts that do not meet the parameters of the selected Strategy. The Implementation Manager has the authority to liquidate such assets, and absent special circumstances or direction from the Intermediary, Implementation Manager will treat the transfer of securities into the account as an instruction to liquidate the securities. In certain circumstances, Investors will have a taxable event when the Implementation Manager liquidates such assets. Accordingly, Investors should consult their Intermediary and tax consultant before transferring in-kind assets into their FMAX Essentials account. The Intermediary is responsible for the liquidation of any assets transferred in-kind for accounts using the AAM Program. With the exception of liquidating securities transferred in-kind that do not meet the parameters of the selected Strategy, the Implementation Manager does not have discretionary management authority over any SMA when the Intermediary selects a Discretionary Strategy or for AMM Program accounts. In certain circumstances related to transacting in thinly traded securities, the Intermediary retains responsibility for trading such securities. At its discretion in the future, FIWA may utilize other affiliated or unaffiliated investment advisers to act in the role of Implementation Manager. Investment Restrictions The Platform is designed to enable Intermediaries to comply with Rule 3a-4 under the Investment Company Act of 1940. Each Investor’s account is managed by the Intermediary on 8  the basis of the Investor’s financial situation and stated investment objectives. Investors may also request reasonable investment restrictions be placed on an account. Requests for investment restrictions must be approved by the Implementation Manager or the discretionary Investment Manager, as applicable. Intermediaries should understand that investment restrictions are not acted upon immediately by the Implementation Manager or discretionary Investment Managers due to the operational processes associated with communicating and reviewing such restrictions. In addition, investment restrictions can have an adverse effect on account performance, asset diversification and the stated investment objective of a Strategy, compared to an account that is fully invested in the investment solutions. FMAX Essentials Tools and Services Investment Manager Research Tools The Platform provides Intermediaries with access to a wide array of data on FSPs, SMAs, and Funds available through the Platform. Historical performance, portfolio composition and risk analytics information are sourced from FIWA and multiple third-party providers including Investment Managers. Information obtained from third-party sources is believed to be reliable; however, FIWA makes no guarantees that the information supplied by third-party sources is accurate, complete, or timely, and FIWA does not provide any warranties regarding results obtained from its use. FIWA does not independently review the performance calculations of the Investment Managers or performance information from them, and such calculations may not be conducted on a uniform basis, in most cases FIWA requires Investment Managers to be in compliance with Global Investment Performance Standards (“GIPS”) or to obtain audited/verified performance calculations for the FSPs and SMAs included on the Platform. FIWA may allow certain FSPs and SMAs on the Platform without GIPS compliance or audited/verified performance at its discretion. The Intermediary can use the Platform research tools and other functionality to screen and evaluate FSPs, SMAs, and Funds based on the Intermediary’s preferences. The results of any sorting or screening functionality available through FMAX Essentials are for the Intermediary’s informational purposes only and does not constitute tax, legal, investment advice, or a recommendation by FIWA of any particular investment, manager, Fund, or Strategy. When using any Platform research tools or other functionality, the Intermediary is solely responsible for determining the appropriateness of any Strategy or Fund for use with an Investor. Investment Research and Due Diligence FMAX Essentials provides access to investment research and due diligence on FSPs, SMAs, and Funds to Intermediaries using four categories of investment research ratings (which may also be referred to as research statuses): “Does Not Meet,” “Meets-Quantitative,” “Meets- Qualitative,” and “Preferred.” FIWA maintains fundamental and quantitative investment manager research teams to perform the investment due diligence for the Platform. Although different investment solutions demand unique due diligence requirements, FIWA’s evaluations follow a common four pillar structure as discussed in greater detail in the “Investment Research and Due Diligence” section below. 9  Investment Proposal Tool The Intermediary utilizes the Platform to create personalized investment recommendations (“Proposal”) for Investors. The Platform provides Intermediaries with an Investor Profile Questionnaire (“IPQ”). The IPQ includes a series of risk-based and demographic questions designed to evaluate an Investor’s risk profile and investment preferences. The Intermediary can use the result of the IPQ to assist it in identifying risk appropriate investment choices for their Investor. The finalized Proposal is a personalized investment recommendation for the Investor that incorporates an Investor’s risk profile, preferences, and the specific investment recommendations of their Intermediary. Investor Billing Administration FMAX Essentials provides account billing administration to Intermediaries. FIWA can calculate the fees to be charged to Investors on an account-by-account basis based upon billing information provided by the Intermediary. When directed by the Intermediary, fees are deducted from the Investor’s account and distributed to the appropriate parties as directed by the Intermediary. When using the FMAX Essentials billing service, Intermediaries determine if Investor fees are calculated and collected in advance or in arrears. When Investor Fees are calculated in advance there are no fee adjustments for (i) appreciation or depreciation in the value of the assets during that quarter, (ii) adjustments to the asset allocation or rebalancing when assets are invested in a single portfolio that accesses multiple Strategies and Funds, such as in the UMA Programs, or (iii) the replacement of a Strategy or Fund within a UMA Program. This calculation process means that Investors could have paid a greater or lesser Investor fee for that quarter had the intra-quarter reallocations and/or replacement of Investment Managers or Funds been in place at the time of the quarterly billing calculation. Intermediaries may elect not use FMAX Essentials for billing services. For mid-quarter deposits or withdrawals exceeding a de minimis threshold ($10,000, unless the Intermediary agrees on a different threshold) the Platform will calculate an adjustment to the Investor fee for those assets for the remainder of the quarter (“Intra-Quarter Billable Assets”). Withdrawal or deposits for those Intra-Quarter Billable Assets will be calculated in accordance with the allocation of the assets in the Strategies or Funds at the time of the intra- quarter billing. FMAX Essentials’ billing services can accommodate a billing structure that includes householding of accounts to capture scaling rates and different billing calculations at the request of the Intermediary. Due to fractional rounding associated with the variable components of fees (e.g., tiered fee schedules), Investors may notice deviations of the Investor Fee in their quarterly billing statement slightly above or below the Investor Fee stated in their Statement of Investment Selection. 10  Unsupervised Assets Intermediaries have the ability to designate certain holdings in their Investors’ accounts as “unsupervised assets,” meaning they are held within an FMAX Essentials account but are not managed or overseen through the FMAX Essentials Advisory Program. The Intermediary is solely responsible for monitoring and managing the holdings designated as unsupervised assets. The Intermediary is also responsible for any fee calculation and billing administration on unsupervised assets. Performance Reporting and Support Services The Platform provides on-demand performance reporting capabilities to assist the Intermediary in monitoring Investor portfolios, as well as the capability for the Intermediary to deliver regular performance reporting to Investors. FIWA and its affiliates also provide support services to Intermediaries, including deployment, operational and technical support, and training. Additionally, the Platform provides Investment Managers with access to certain reporting including data analytics derived from Intermediaries and Investment Managers use of Funds or other investment products for Investors through the Platform. Consulting Services Upon request, FIWA investment consultants may provide non-discretionary advice, research and information to Intermediaries related to an Intermediary’s portfolio construction activities in a variety of contexts, including but not limited to within the UMA Programs. The Intermediary remains solely responsible for determining the initial and ongoing appropriateness of any portfolio construction approach, asset allocation, or investment solution choices it elects to recommend to the Investor. Reporting Only Services Intermediaries may elect to use FMAX Essential’s standalone reporting service. This service provides reporting and billing administration on accounts managed or serviced by the Intermediary and custodied at FIWA’s affiliate, National Financial Services LLC (“NFS”) or another custodian, but not held within an FMAX Essentials Advisory Program. The Intermediary is solely responsible for monitoring and managing these reporting only assets, as well as any presentation of the assets in the FMAX Essentials client reports. Tax and Values Overlay Services For accounts that meet certain eligibility requirements, an Intermediary may offer its Investors the ability to utilize the Platform’s tax and/or values overlay services (“Tax Overlay” and “Values Overlay”). Tax Overlay services seek to improve the Investor’s after-tax returns by analyzing holdings and trading activities in an account. Values Overlay allows an Intermediary to integrate sustainability factors into the management of an Investor’s account. If selected by the Intermediary and Investor, the Implementation Manager provides the Tax Overlay and/or Values Overlay services to an account or sleeve at the direction of the Intermediary. Neither FIWA nor the Implementation Manager provide tax planning advice or services, and Investors should consultant their accountant or tax professional. 11  Assets Under Management As of December 31, 2025, FIWA managed $9,384,114,700 of client assets on a discretionary basis in relation to services that are not covered by this brochure. As of December 31, 2025, FIWA did not have any non-discretionary regulatory assets under management. FEES AND COMPENSATION Intermediaries using FMAX Essentials will pay a Platform fee to FIWA (“Platform Fee”). The Platform Fee covers most of the services of the Platform. The Platform Fee is calculated on an account-by-account basis for each Investor account controlled by the Intermediary. The Platform fee is calculated as an annual percentage of the total assets of each Investor’s account based on the market value of the account at the end of each quarter. FIWA may charge a minimum account Platform Fee for accounts that do not meet an account minimum. The Platform Fee is charged to the Intermediary but may be administered by debiting the Investor’s account when directed by the Intermediary. The Platform Fee will generally be waived for FMAX Essentials FSP Program, FMAX Essentials SMA Program, FMAX Essentials UMA Program, FMAX Essentials Guided UMA Program, FMAX Essentials Strategist UMA Program, and FMAX Essentials Advisor Model Management Program accounts that utilize Funds, FSP Strategies, SMA Strategies, and Strategist UMA Strategies managed by FIWA and its affiliates. To qualify for the fee waiver in the FMAX Essentials FSP Program, the FMAX Essentials SMA Program, and the FMAX Essentials Strategist UMA Program, an Investor account must hold only FSP Strategies and SMA Strategies managed by FIWA and its affiliates and invested in those Strategies for the entire billing period. In the FMAX Essentials UMA Program, FMAX Essentials Guided UMA Program, and the FMAX Essentials Advisor Model Management Program, an account will qualify for the fee waiver for the pro rata percentage of assets invested in Strategies and Funds managed by FIWA and its affiliates for the entire billing period. The standard Platform Fee schedules for FMAX Essentials are detailed below. FSP Program SMA Program AMM Program 0.05% 0.07% Strategist UMA Program 0.07% Guided UMA and UMA Programs 0.07% 0.05% $25 annual $25 annual $0 annual $25 annual $15 annual 0.00% (no account minimum) 0.00% (no account minimum) 0.00% (no account minimum) Program Assets Minimum Account Fee (per Investor Account) FIWA and FIWA affiliated products – waived Platform Fee Pro rata % of assets in non- FIWA affiliated products X 0.07% Pro rata % of assets in non- FIWA affiliated products X 0.05% 12  The Platform Fee calculation considers cash and cash equivalents. Platform Fees are charged on a calendar quarter basis in advance and prorated to the end of the quarter upon inception of the account. The Platform Fee generally includes services composed of Investor profiling assistance, asset allocation assistance, style allocation assistance, research and evaluation of investment Strategies and Funds, investment consulting services, account performance calculations, account reporting, billing administration, and other operational and administrative services. The services associated with accessing Investment Manager Strategies and either implementing them in an Investor account, in the case of a Model, or administering them, in the case of a Discretionary Strategy, are also included in the Platform Fee. The cost of investment advisory services provided through FMAX Essentials may be more or less than the cost of purchasing similar services separately or through other Fidelity platforms, including FMAX. FIWA has the authority to negotiate its standard fees with Intermediaries and may waive fees at its discretion at any time. Services Not Included in Platform Fee Tax and Values Overlay services (described above in “Advisory Business”) are provided to Intermediaries for an additional fee ranging from .05% to 0.10% annually based on the Investor’s account value, which is applied to the Investor’s whole account, and it applies when Tax Overlay services, Values Overlay services, or a combination of services are provided to an account. The Tax Overlay services may be subject to a minimum annual dollar fee. Tax and Values Overlay Fees can be charged directly to the Investor’s account or to the Intermediary as elected by the Intermediary. Fees for Tax and Values Overlay Services may be waived by FIWA in certain circumstances. Reporting only services are provided for an additional fee. FIWA charges a per account fee to Intermediaries that elect to use FMAX Essential’s standalone reporting only service (described above in “Advisory Business”). The standard fee for reporting only services is $25 annually per Investor account. Certain fees applied to Investor accounts may be assessed separately from the Platform Fee (as described more fully below in the section entitled “Other Issues Relating to Fees”). Other Issues Relating to Fees The Platform Fee does not cover certain charges associated with securities transactions in the Investors’ accounts, including (i) dealer markups, markdowns, or spreads charged on transactions in over-the-counter securities; (ii) costs relating to trading in certain foreign securities; (iii) the internal charges and fees imposed by any Funds (such as fund operating expenses, management fees, redemption fees, 12b-1 fees, and other fees and expenses; further information regarding charges and fees assessed by Funds can be found in the appropriate prospectus) or other regulatory fees; (iv) brokerage commissions or other charges imposed by broker-dealers or entities other than Fidelity Brokerage Services LLC (“FBS”) or NFS if and when trades are executed by another broker-dealer; (v) postage and handling charges, returned check charges, transfer taxes, stock exchange fees, or other fees mandated 13  by law; (vi) ACAT transfer, electronic fund and wire transfer charges; (vii) individual retirement account (“IRA”) trustee or custodian fees and tax-qualified retirement plan annual account fees and annual and termination fees for retirement accounts (such as IRAs); (viii) any brokerage commissions or other charges, including contingent deferred sales charges (“CDSC”), imposed upon the liquidation of “in-kind assets” that are transferred into the Platform; (ix) margin interest or other fees associated with margin provided by NFS; and (x) as applicable, per trade clearance and execution charges should annual trading caps be exceeded within an account. Affiliates of FIWA, including NFS and FBS, may receive distribution and shareholder servicing revenue as a result of investments in Funds in Investor accounts, and to the extent that this revenue varies based on the share class selected, FIWA has a potential conflict of interest with respect to the variations in such revenue. In some cases, fees for certain Funds or share classes are higher than others. Affiliates of FIWA earn additional fees when Investor assets are invested in products from which FIWA affiliates receive a share of revenue, as opposed to when Investor assets are invested in investment products that do not share revenue. As noted above, the Strategies and Funds available through FMAX Essentials are limited to Strategies and Funds for which FIWA or an affiliate is the issuer, sponsor, or investment adviser, and Strategies and Funds provided by third party Investment Managers for which FIWA or its affiliates are compensated for distribution or servicing of such Strategies and Funds. FIWA does not exercise trading discretion or share class selection authority with respect to any Investor account on the Platform as these functions are performed by the discretionary Investment Managers or the Implementation Manager, as applicable. In general, when retaining Investment Managers in the FMAX Essentials FSP Program, FMAX Essentials SMA Program, and the UMA Programs, FIWA requires that such Investment Managers create Models composed of institutional class shares that do not make 12b-1 payments to fund distributors (including FIWA’s affiliates) or other distribution revenue-paying share classes unless such share classes are not available for a given Fund or Investor. In the agreement FIWA maintains with each Intermediary, the Intermediary acknowledges that it is solely responsible for determining that the mutual fund share classes selected are in each Investor’s best interest and for monitoring that each share class remain in the Investor’s best interest. An Investor will incur redemption fees when the Investment Manager to a Strategy determines that it is in the Investor’s overall interest, in conjunction with the stated goals of the investment strategy, to divest from certain Funds prior to the expiration of the minimum holding period of the Funds. Some mutual funds also assess redemption fees to Investors upon the short-term sale of its funds. Depending on the particular mutual fund, this may include sales for rebalancing purposes. Please see the prospectus for the specific mutual fund for detailed information regarding such fees. To the extent that such fees are incurred, they are borne by the Investor. In connection with an Investor’s investment in an American Depositary Receipt (“ADR”), the Investor could incur additional expenses and fees that are not included in the Investor fees. For example, ADRs could be subject to dividend withholding taxes from the country of origin, which are an additional expense and reduce the dividend paid to the Investor. The Investor, or 14  FIWA’s affiliate, as custodian, is responsible for filing the appropriate forms/filings in the foreign country to reclaim any dividend withholding. In addition, paying agents who process ADR dividend payments to an Investor will assess a fee for their services, which also reduces the dividend paid to the Investor. FIWA receives installation and maintenance fees from Investment Managers for installing and maintaining their models and/or portfolios on the FMAX Essentials Platform. Termination The FMAX Essentials agreement contains the terms and conditions for termination. Generally, FIWA or the Intermediary may terminate an agreement for any reason upon sixty (60) days’ written notice to the other party or such other shorter time period as may be mutually agreed to by the parties in writing. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT FIWA does not charge any performance-based fees based on a share of capital gains on, or capital appreciation of, the assets of an Investor. Certain of FIWA’s (in the case of Fidelity Institutional Custom SMAs where FIWA’s affiliate, FMR, is sub-adviser) or its affiliates’ discretionary accounts may, for unrelated reasons, invest in Funds or securities that are also included in Strategies available on the Platform from time to time, including those Strategies that are provided on a model-basis by FIWA. FIWA’s affiliates may have commenced trading before the Implementation Manager or discretionary Investment Managers act upon updates to Strategies. As a result, in certain circumstances, Investors that are using the Strategies could experience price differentials that may result from FIWA’s affiliates placing similar, and possible larger, orders for their discretionary clients, which could result in different prices for the Funds or securities in the Strategies. Further, while FIWA’s affiliates generally take reasonable steps to minimize the market impact caused by their discretionary management, FIWA and its affiliates have no such control over the Implementation Manager’s and discretionary Investment Managers’ trading of Funds or securities contained in Strategies. Under the Investment Advisers Act of 1940 (the “Advisers Act”), FIWA owes a fiduciary duty to its Intermediary clients, consisting of a duty of care and a duty of loyalty. Although the application of FIWA’s fiduciary duty may be shaped by agreement with Intermediaries, this duty cannot, unless specifically set forth in statute, be waived by contract or practice. Accordingly, investment management agreements with FIWA that include an express limitation of FIWA’s liability for acts of gross negligence, negligence, or similar standards are not applicable to FIWA’s federal fiduciary duty owed to the Intermediary. Intermediaries will have the right to seek redress against FIWA for such non-waivable fiduciary violations in addition to other rights the Intermediary may have under state and federal law. 15  TYPES OF CLIENTS FMAX Essentials is designed to provide Intermediaries with an investment advisory platform, which they can use to provide wealth management solutions directly to their Investors (e.g., individuals, high-net-worth individuals, trusts, charitable institutions, foundations, and endowments). METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Methods of Analysis The Platform provides Intermediaries with a variety of portfolio construction methods utilizing an analytics module to blend a solution that aligns with the Investor’s risk tolerance and investment objective. For asset allocation and portfolio construction, the Platform uses internally developed and third-party analytical tools and commercially available optimization software applications. These tools use capital markets assumptions and valuation methods to estimate the expected returns for asset classes. This process results in the construction of diversified portfolios across a wide set of risk tolerances and preferences that can be employed by the Intermediary. The Intermediary can use the Platform research tools and other functionality to screen and evaluate FSPs, SMAs, and Funds based on its preferences and associated investment data variables. The results of any sorting or screening functionality available through FMAX Essentials are for the Intermediary’s informational purposes only and do not constitute tax, legal or investment advice or a recommendation by FIWA of any particular investment, manager, or Strategy. When using any Platform research tools and other functionality, the Intermediary is solely responsible for determining the appropriateness of any Strategy or Fund for use with an Investor. In assisting the Intermediary with its development of an asset allocation and portfolio for the Investor, FMAX Essentials uses demographic and financial information provided by the Investor and the Intermediary to assess the Investor’s risk profile and investment objectives. Investment Research and Due Diligence FMAX Essentials provides investment research and due diligence on FSPs, SMAs, and Funds to Intermediaries using four categories of investment research ratings (which may also be referred to as research statuses): “Does Not Meet,” “Meets-Quantitative,” “Meets-Qualitative,” and “Preferred.” For FSPs, SMAs, and Funds rated Does Not Meet, the FSPs, SMAs, and Funds did not pass the review criteria to be rated Meets-Quantitative, Meets-Qualitative, or Preferred. On FMAX Essentials, strategies rated Does Not Meet are categorized as “Available." FSPs, SMAs, and Funds that have not gone through the FIWA investment due diligence process are identified as “Not Rated” on FMAX Essentials. See below for additional details on the Meets-Quantitative, Meets-Qualitative, and Preferred ratings. The Intermediaries make their own determinations as to whether to utilize Investment Manager research and due diligence and are solely responsible for determining if they have sufficient 16  information on any investment or Strategy they recommend to Investors through the Proposal. FIWA does not recommend any particular investment or strategy for any Investor. Research ratings may change without notice. The Intermediary is responsible for monitoring changes in research ratings within the Platform. FIWA maintains fundamental and quantitative research teams (“FIWA Research Team”) to perform the investment research and due diligence for the Platform. Although different investment solutions demand unique due diligence requirements, FIWA’s evaluations follow a common four pillar structure as described in more detail below. This investment research and due diligence process is not applicable to the underlying holdings of SMAs. Each time the term “Meets” is used below, it is applicable to both the Meets-Quantitative and Meets-Qualitative ratings, unless otherwise specified. While FIWA categorizes certain FSPs, SMAs, and Funds as Meets or Preferred, these designations suggest that the Investment Manager has met the criteria required by FIWA’s assessments and is not an endorsement of the quality or capability of any particular Investment Manager, or a statement of the likelihood of investment success in any future period. The Intermediary is responsible for determining whether any particular FSP, SMA, or Fund is appropriate and suitable for use with a particular Investor. Due Diligence Process Overview Generally, for most actively and passively managed Funds, FSPs, and SMAs available on the Platform, a quantitative rating process is performed to determine if the Fund, FSP or SMA meets the criteria for a Meets-Quantitative rating. The quantitative rating process is performed at least quarterly. A separate qualitative due diligence process is conducted on a select group of SMAs, Funds, and FSPs to provide deeper coverage and to determine if a Meets-Qualitative or Preferred rating should be applied. The qualitative rating process is performed at least annually. When combined, these processes result in the list of Meets and Preferred SMAs, Funds, and FSPs. Both the quantitative and qualitative processes follow a common structure of assessing four major pillars of analysis: performance, cost, style alignment, and people and process consistency. Meets-Quantitative The quantitative evaluation consists of separate processes to evaluate actively managed Funds, passively managed Funds, FSPs, and SMAs. While the processes vary slightly with regards to review and acceptance criteria (e.g., peer relative performance versus tracking error, excess return thresholds, etc.), the processes rely on an evaluation of historical outcomes and follow the common four pillar review structure noted above. The Funds, FSPs, and SMAs that pass all four pillar criteria are added to the Meets-Quantitative universe. Funds, FSPs, and SMAs that do not pass all four pillar criteria set by the FIWA Research Team are removed from the Meets-Quantitative list and revert to the Available list. Meets-Qualitative For Meets-Qualitative SMAs, Funds, and FSPs, FIWA employs a multiphase approach in its evaluation. As part of the due diligence, certain types of information are analyzed such as historical performance, investment philosophy, investment style, historical volatility, investment 17  team, and cost. Also reviewed are portfolio holdings reports that help demonstrate the Investment Manager’s securities selection process. FIWA evaluates Investment Managers specializing in each of the asset categories listed, including equities (both domestic and foreign), corporate debt, municipal securities, real estate investment trusts, registered alternative investments, and government securities. Through this analysis, the FIWA Research Team makes a determination of the FSPs, SMAs, or Funds that receive the status of Meets- Qualitative. Preferred Preferred SMAs, Funds and FSPs have FIWA’s highest conviction and are comprised of a subset of Meets-Qualitative SMAs, Funds, and FSPs. For Preferred SMAs, Funds and FSPs, the FIWA Research Team completes the due diligence process mentioned above for Meets- Qualitative. In addition, the FIWA Research Team conducts a quarterly touchpoint with one or more members of the product’s investment team. The FIWA Research Team seeks to understand the drivers of differentiation that allow these investment options to stand out across the four pillars of research. SMAs, Funds and FSPs sponsored by Investment Managers that Fidelity has deemed not to be in good standing on Fidelity FundsNetwork, one of Fidelity’s platforms for unaffiliated products, due to insufficient shareholder servicing compensation are not eligible for consideration for a “Preferred” research rating but are eligible to receive a Meets-Quantitative or Meets-Qualitative research rating. Pending Attribute FSPs, SMAs, or Funds can be assigned a ‘Pending’ portfolio attribute if they have experienced a significant event, including, but not limited to, changes in key investment personnel, material changes in the investment process, material outperformance or underperformance, or regulatory concerns. These FSPs, SMAs, or Funds are subject to ongoing monitoring and review to determine if the FIWA Research Team should assign a higher or lower rating based on the significant event. In addition, the ‘Pending’ portfolio attribute may be used in cases where FSPs, SMAs, or Funds are still in the process of being evaluated by Fundamental Analysts but have not yet been assigned a rating due to timing or lack of available information. Additional Information The investment professionals at the Investment Managers are an important source of information for the due diligence process, providing quantitative and qualitative information. In addition, FIWA and its service providers utilize publicly available databases from independent sources to verify the information provided by the Investment Managers. As noted above, FIWA provides investment research and due diligence in the form of research notes and ratings on FSPs, SMAs, and Funds within the Platform. In certain cases, FIWA charges a fee to Intermediaries for such services. FIWA also provides its research and ratings to other affiliates and unaffiliated investment managers and financial institutions. Ratings and research may be made available at different times to such users and is prepared without taking into consideration any Investor’s specific facts and circumstances. We may also provide customized research or ratings upon request. 18  Treatment of FIWA-Affiliated Products, Exceptions and Conflict of Interests The FIWA Research Team may make exceptions to allow certain FSPs, SMAs or Funds to be assigned a Meets or Preferred rating. For these exceptions, the FIWA Research Team uses qualitative and quantitative tools to make a determination that the FSP, SMA or Fund otherwise warrants a Meets or Preferred rating or to maintain a Meets or Preferred rating. For example, an SMA may not have a track record of sufficient length as determined by the FIWA Research Team, but the Investment Manager’s results through other vehicles or a composite track record may enable that SMA to be assigned a Meets or Preferred rating. The FIWA Research Team approves or disapproves all exceptions and can assign or change a rating at its sole discretion. FSPs, SMAs or Funds provided on the Platform by FIWA and its affiliates are subject to the same investment research and due diligence or exception processes described above to determine the FIWA Research Team’s rating. However, given FIWA’s ability to gather more data and achieve greater insight into the FSPs, SMAs or Funds provided by FIWA and its affiliates, in certain circumstances FIWA will adjust its diligence process when assessing proprietary and affiliated products and/or apply different qualification criteria to such products for Meets-Qualitative or Preferred ratings based on the judgement of the FIWA Research Team. Certain unaffiliated Investment Managers or their affiliates providing FSPs, SMAs and Funds to the Platform are invited to participate in access, engagement, and analytics programs established by FBS and NFS. This arrangement may be separate from or in addition to payments made to FIWA or its affiliates to be included in the FMAX Essentials program. Participation in this program was considered when deciding which FSPs and SMAs to include on FMAX Essentials and therefore which products will be evaluated and ultimately rated by FIWA. FIWA does not rate all possible FSPs, SMAs and Funds that are on FMAX Essentials or that could possibly be covered by FMAX Essentials and determines, in its sole discretion, which such products will be rated. FIWA determines which such products to include in the investment universe subject to its ratings process through a combination of Intermediary demand and as described above. FIWA may be incentivized to rate products that are affiliated or which may provide compensation to FIWA and its affiliates. However, all FSPs, SMAs and Funds provided by these Investment Managers are subject to the same investment research and due diligence or exception processes described above to determine the FIWA Research Team’s rating. Any due diligence completed by FIWA should be used in conjunction with the Intermediary’s existing research and as a supplement to any existing due diligence that an Intermediary or its firm may already have in place. Investment Strategies The Platform provides Intermediaries with access to a large variety of Strategies and Funds as a core tenet of its capability. While many different investment Strategies and Funds can be selected, the Platform provides Intermediaries with the ability to utilize its technology to assess portfolios holistically and across multiple Advisory Programs and registrations, allowing the Intermediary to make a household assessment of their Investors’ needs. This analytical 19  capability allows Intermediaries to consider multiple options for investment Strategies and Funds as they seek to match their Investors’ needs with the features and benefits of each program. Material Investment Risk and Risk of Loss Investments held in Investor accounts on the Platform are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency. Past performance is no guarantee of future results. An investment may be risky and may not be suitable for an Investor’s goals, objectives and risk tolerance. An investment's value may be volatile and any investment involves the risk that you may lose money. Diversification does not ensure a profit or guarantee against a loss. There is no guarantee that the use of Strategies and Funds available on FMAX Essentials will achieve any particular result. Investment performance of Strategies available on FMAX Essentials depends on the performance of the underlying investment options and on the proportion of the assets invested in each underlying investment option over time. The performance of these investments will vary day to day in response to many factors. Asset allocation strategies are subject to the volatility of the financial markets, including that of the underlying investment options' asset class. Investing involves risk, including the risk of loss. Generally, among asset classes stocks are more volatile than bonds or short‐term instruments and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Although the bond market is also volatile, lower‐quality debt securities including leveraged loans generally offer higher yields compared to investment grade securities, but also involve greater risk of default or price changes. Foreign markets can be more volatile than U.S. markets due to increased risks of adverse issuer, political, market or economic developments, all of which are magnified in emerging markets. Many factors affect investment performance. Strategies that pursue investments in equities will be subject to stock market volatility, and strategies that pursue fixed income investments (such as bond or money market funds) will see values fluctuate in response to changes in interest rates. Developments that disrupt global economies and financial markets, such as war, acts of terrorism, economic sanctions, the spread of infectious illness or other public health issues, recessions or other events may magnify factors that affect performance. In addition, some countries experience very low or negative interest rates, from time to time, which can magnify interest rate risk for the markets as a whole and for individual bond investments. All strategies are ultimately affected by impacts to the individual issuers, such as changes in an issuer’s credit quality, or changes in tax, regulatory, market, or economic developments. Non- diversified funds, SMAs, and accounts that invest in a smaller number of individual issuers can 20  be more sensitive to these changes. Nearly all investments or accounts are subject to volatility in non-U.S. markets, either through direct exposure or indirect effects in U.S. markets from events abroad, including fluctuations in foreign currency exchange rates, and in the case of less-developed markets, currency liquidity. Those investments and accounts that are exposed to emerging markets are potentially subject to heightened volatility from greater social, economic, regulatory, and political uncertainties, as the extent of economic development, political stability, market depth, infrastructure, capitalization, and regulatory oversight can be less than in more developed markets. Additionally, investments or accounts that pursue debt exposure are subject to risks of prepayment or default. Strategies that lead Funds, SMAs, or accounts to invest in other Funds bear all the risks inherent in the underlying investments in which those Funds invest, and strategies that pursue leveraged risk, including investment in derivatives, such as swaps (interest rate, total return, and credit default), and futures contracts and forward-settling securities, magnify market exposure and losses. Additionally, investments and accounts are subject to operational risks, which can include risk of loss arising from failures in internal processes, people, or systems, such as routine processing errors or major systems failures, or from external events, such as exchange outages. The Platform seeks Investment Managers and Funds with a variety of investment strategies in an effort to make a wide range of investment strategies available to Intermediaries for use with their Investors. Some strategies may be high-risk strategies. Such strategies have the potential for substantial returns; however, there are correspondingly significant risks involved in the strategies and they are not intended for all types of Investors. Investors who choose to follow high-risk strategies should be aware that there is the possibility of significant losses up to and including the possibility of the loss of all assets placed in the strategies. It is strongly recommended that Investors diversify their investments and do not place all their investments in high-risk investment strategies. Certain ETPs utilize leverage. The use of leverage by an ETP increases the risk to the portfolio. The more a portfolio invests in leveraged instruments, the more the leverage will magnify gains or losses on those investments. Due to the complexity and structure of these portfolios, they may not perform over time in direct or inverse correlation to their underlying index. Please see the mutual fund and ETP prospectuses, applicable Form ADV Part 2A brochures and/or related offering documents for more details on risks. In addition to the risks noted above, the following risks apply to certain Strategies or Funds available through the FMAX Essentials Platform: Concentration Risk Certain strategies may invest in a limited number of securities, industries, or sectors. This lack of diversification may increase industry or sector specific risks and increase volatility and risk of loss compared to more diversified portfolios. Accounts that employ equity and fixed income stand-alone strategies are expected to have increased risk and volatility as compared with 21  accounts that hold a mixture of equities and fixed income investments. Model Overlay Risks There are risks associated with Model implementation for Model-traded FMAX Essentials accounts. The implementation of a Model in an Investor’s account relies on the Implementation Manager’s ability to purchase the investments in the Model Provider’s portfolio recommendations. This may not be possible due to liquidity constraints or aggregate holdings limitations, among other reasons. This could result in deviation of performance between the Model and the Investor’s accounts. Liquidity Risk Investing in certain types of securities that are thinly traded, or investing in bonds, ETPs, or mutual funds that invest in thinly traded securities, introduces liquidity risk. Liquidity risk is a financial risk that, for a certain period of time, a security or commodity cannot be readily traded in the market or cannot be traded without a significant discount to the market price. All tradable assets assume some level of liquidity risk. For example, alternative mutual funds and ETPs may use techniques such as shorting of securities, leverage, and derivatives, all of which may have liquidity risks if there are no buyers and sellers available or if a counterparty cannot fulfill the order. Illiquid securities sometimes trade infrequently in the secondary market and may be subject to liquidity windows. As a result, valuing an illiquid security can be more difficult, and buying and selling an illiquid security at an acceptable price can be more difficult or delayed. Difficulty in selling an illiquid security can result in a loss. The relative liquidity of any investment, particularly those that trade on exchanges, can vary, at times significantly. Investing in Mutual Funds and ETPs Investors bear all the risks of the investment strategies employed by the Funds held in the Platform, including the risk that a mutual fund or ETP will not meet its investment objectives. For the specific risks associated with a mutual fund or ETP, please see its prospectus. ETPs An ETP is a security that trades on an exchange and can seek to track an index, a commodity, or a basket of assets. ETPs can be actively or passively managed. The performance of a passively managed ETP might not correlate with the performance of the asset it seeks to track. ETPs trade on secondary markets or exchanges and are exposed to market volatility and the risks of the ETP’s underlying securities. ETP share trading can be halted, or the security could cease to trade on an exchange. Trading volume and liquidity can vary and could affect the ability to buy or sell ETP shares or could cause the market price of shares to experience significant premiums or discounts relative to the value of the assets underlying the shares. Because ETPs trade on exchanges, buyers and sellers experience a spread between the bidding price and the asking price, and the size of these spreads can vary significantly. For the specific risks associated with an ETP, please see its prospectus or other offering documentation. 22  Money Market Funds An Investor could lose money by investing in a money market fund. Although a money market fund seeks to preserve the value of an Investor’s investment at $1.00 per share, it cannot guarantee it will do so. An investment in a money market fund is not a bank account and is not insured or guaranteed by the FDIC or any other government agency. Fidelity, the sponsor of Fidelity’s money market funds, is not required to reimburse money market funds for losses, and an Investor should not expect that Fidelity will provide financial support to a Fidelity money market fund at any time, including during periods of market stress. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of an Investor’s shares. Quantitative Investing Funds or securities selected using quantitative analysis can perform differently from the market as a whole due to the factors used in the analysis, the weight placed on each factor, changes to the factors’ behavior over time, market volatility, or the quantitative Model’s assumption about market behavior. In addition, quantitative investment strategies rely on algorithmic processes, and therefore are subject to the risks described below under the heading, “Operational Risks.” Growth Investing Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks. Value Investing Value stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared with other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and, as a result, might never realize their full expected value. Bond Investments In general, the bond market is volatile, and fixed income securities carry interest rate risk. As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities. The ability of an issuer of a bond to repay principal prior to a security’s maturity can cause greater price volatility, and, if a bond is prepaid, a bond fund could have to invest the proceeds in securities with lower yields. Fixed income securities also carry inflation risk as well as credit and default risks for both issuers and counterparties. The interest payments of inflation-protected bonds are variable and usually rise with inflation and fall with deflation. Unlike individual bonds, most bond funds do not have a maturity date, so holding them until maturity to avoid losses caused by price volatility is not possible. In addition, investments in certain bond structures may be less liquid than other investments, and therefore may be more difficult to trade effectively. Tax and Values Overlay Services The application of an overlay to an investment strategy can cause the investment performance of a customized strategy to deviate from a selected pre-customized investment strategy. Investors 23  should carefully review the Tax and Values Overlay services with their Intermediary to determine if the use of the Tax and Values Overlay services are appropriate for the Investor. In providing the Tax Overlay services, the Implementation Manager may affect transactions in the Investor account even though such transactions may generate tax liabilities, including short-term taxable income. In addition, the Implementation Manager may manage the Investor account using tools and processes which may result in Investor trades being executed at a different time or in a different manner than other trades made by the Implementation Manager, including the potential to not participate in the Implementation Manager’s standard trade rotation processes. The Tax Overlay services do not guarantee that tax liability in the Investor account will be reduced, and the ability to harvest losses is dependent on portfolio circumstances and market environment. The application of a Values Overlay to an investment strategy will reduce the universe of investment solutions available, will cause the investment performance of this customized strategy to deviate from the pre-restricted investment strategy and may have a positive or negative effect on investment performance. Please note, if the Implementation Manager determines that the tax or values information provided is too restrictive and impinges on its ability to effectively manage the account, Implementation Manager reserves the right to classify account as ‘Not In Good Order’. In such circumstances, accounts may not be able to be traded until the ‘Not In Good Order’ is resolved. Credit Risk Changes in the financial condition of an issuer or counterparty, and changes in specific economic or political conditions that affect a particular type of security or issuer, can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. Municipal Bonds The municipal market can be significantly affected by adverse tax, legislative, or political changes, and by the financial condition of the issuers of municipal securities. Municipal bond funds normally seek to earn income and pay dividends that are expected to be exempt from federal income tax. If an Investor is a resident in the state of issuance of the bonds held by the Fund, interest dividends could also be exempt from state and local income taxes. Income exempt from regular federal income tax (including distributions from municipal and money market funds) can be subject to state, local, or federal alternative minimum tax. Certain funds normally seek to invest only in municipal securities generating income exempt from both federal income taxes and the federal alternative minimum tax; however, outcomes cannot be guaranteed, and the funds sometimes generate income subject to these taxes. For federal tax purposes, a fund’s distribution of gains attributable to a fund’s sale of municipal or other bonds is generally taxable as either ordinary income or long-term capital gains. Redemptions, including exchanges, can result in a capital gain or loss for federal and/or state income tax purposes. Tax code changes could impact the municipal bond market. Tax laws are subject to change, and the preferential tax treatment of municipal bond interest income could be removed or phased out for Investors at certain income levels. Because many municipal bonds are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market. 24  Budgetary constraints of local, state, and federal governments on which the issuers are relying for funding can also impact municipal bonds. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions can directly impact the liquidity and valuation of municipal bonds. Foreign Exposure Investing in foreign securities and securities of U.S. entities with substantial foreign operations are subject to interest rate, currency exchange rate, economic, tax, operational or regulatory and political risks, all of which are likely to be greater in emerging markets. These risks are particularly significant for investment strategies that focus on a single country or region or emerging markets, or for Investors who elect to increase foreign stock exposure. Foreign markets can be more volatile than U.S. markets and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates can also be extremely volatile. Foreign markets can also offer less protection to Investors than U.S. markets. For example, foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers might not be available, and it could be difficult to secure dividends and information regarding corporate actions on a timely basis. Regulatory enforcement can be influenced by economic or political concerns, and Investors could have difficulty enforcing their legal rights in foreign countries. Foreign governments may decide to seize or confiscate securities held by foreign investors or assets held by foreign issuers, restrict an investor's ability to sell or redeem securities, suspend or limit an issuer's ability to make dividend or interest payments, and/or limit or entirely restrict repatriation of invested capital, profits, and dividends. Furthermore, investments in securities of foreign entities can result in clients owning an interest in a “passive foreign investment company” (a “PFIC”). Investors holding an interest in a PFIC could be subject to additional tax liabilities and filing requirements as a result of such investments. The rules regarding investments in PFICs are complex, and Investors are urged to consult their tax advisors. Risks of Investing in American Depositary Receipts American Depositary Receipts (“ADRs”) are certificates evidencing ownership of shares of an underlying foreign issuer that are issued by depositary banks and generally trade on an established market in the U.S. or elsewhere. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs are subject to many of the risks associated with investing directly in foreign securities. The depositary bank can charge fees for various services, including forwarding dividends and interest, and for corporate actions. In addition, certain ADRs are not traded on a national securities exchange, can be less liquid than other investments, and could therefore be more difficult to trade effectively. Investing in ADRs can make it more difficult for U.S. persons to benefit from applicable treaty rates that could otherwise reduce withholding on any distributions from the underlying foreign issuer. Recovery of any extra foreign tax withheld can be costly and complex, and recovery might not be available for certain registration types such as individual retirement accounts. 25  Derivatives Certain Strategies and Funds available on the Platform contain derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, bond, or currency), a physical asset (such as gold, oil, or wheat), or a market index (such as the S&P 500® Index). Investments in derivatives may result in different risks from, and possibly greater than, those of the underlying securities, assets, or market indexes. Derivatives could experience losses if the underlying securities, assets, or market indexes do not perform as anticipated, and changes in the value of a derivative might not correlate as anticipated with the underlying securities, assets, or market indexes, thereby reducing their effectiveness. Some derivatives may involve leverage because they can provide investment exposure in an amount exceeding the initial investment. As a result, the use of derivatives may be more volatile than a direct investment in the underlying financial asset, because leverage tends to exaggerate the effect of any increase or decrease in the value of the position. Leverage can magnify investment risks and cause losses to be realized more quickly, and a small change in the underlying security, asset, or market index can lead to significant losses. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. Derivative investments are subject to credit risks associated with the issuer of, or counterparty to, the derivative investment. Alternative Investments Alternative investments are classified as assets whose investment characteristics and/or performance differ substantially from the primary asset classes (stocks, bonds, and other short- term investments) and therefore offer opportunities for additional diversification and returns, but that also offer increased volatility and risk of loss due to their nontraditional or complex investment strategies. Unregistered privately offered alternative investment vehicles include private equity, private real assets, private credit, and hedge funds, or similar investments (referred to as “private funds”). The performance of alternative investments can be volatile and private funds may have extremely limited liquidity opportunities. Such investments often have concentrated positions, invest in illiquid investments, and may carry higher risks. Investors should understand that some alternative investment products often engage in leverage and other speculative investment practices, including the use of derivatives (described above), that can magnify the risk of investment loss and volatility regardless of whether they are used for speculative investment purposes or for the hedging of risk. In addition, private funds require that investors transact at a price determined by a complex valuation process that may differ substantially across strategies and involve significant judgement by the manager. Please refer to the applicable private fund’s offering documents for additional information on the alternative investment and its related risks. Alternative Investments may present Investors with additional risks including, but not limited to, (i) longer term investment periods; (ii) limited or prohibited transferability of interests; (iii) limited operating histories; (iv) lack of diversification except as set forth in the investment’s offering documents; (v) portfolio allocations may depart significantly from target asset allocations; (vi) limited liquidity; and (vii) valuation risk, whereby potential discrepancies arise between the stated and true value of an Alternative Investment’s underlying investments. 26  Real Estate Real estate is a cyclical industry that is sensitive to interest rates, economic conditions (both nationally and locally), property tax rates, and other factors. Changes in real estate values or economic downturns can have a significant negative effect on issuers in the real estate industry. Commodity-Linked Investing Commodity-linked investments can be leveraged and can be more volatile and less liquid than the underlying commodity, instruments, or measures. The performance of commodity-linked investments can be affected by the performance of individual commodities and the overall commodities markets, as well as by weather, political, tax, and other regulatory and market developments. A commodity-linked investment is subject to credit risks associated with the issuer of, or counterparty to, the commodity-linked investment. The commodities industries can be significantly affected by the level and volatility of commodity prices; the rate of commodity consumption; world events including international monetary and political developments; import controls, export controls, and worldwide competition; exploration and production spending; and tax and other government regulations and economic conditions. Currency Exposure Certain funds and ETPs can be exposed to foreign currencies and, as a result, could experience losses based solely on the relative strength or weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between foreign currencies and the U.S. dollar. Currency transactions tied to emerging markets can present market, credit, liquidity, legal, political, and other risks different from, or greater than, the risks of currency transactions tied to developed foreign countries. Portfolio Turnover Risk Certain strategies engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short-term capital gains that are generally taxable as ordinary income. The effects of higher portfolio turnover may adversely affect Account performance. Legislative and Regulatory Risk Investments could be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations could impact the securities markets as a whole, specific industries, or individual issuers of securities. Generally, the impact of these changes will not be fully known for some time. Sustainable Strategies Risk Investing based on sustainability factors may cause an account to forgo certain investment opportunities available to accounts that do not use such criteria. Because of the subjective nature of sustainable investing, there can be no guarantee that criteria used by FIWA or a third-party, as applicable, in its sustainable strategies will reflect the beliefs or values of any particular account. Additionally, FIWA relies upon information and data obtained through third-party reporting, which, if incomplete or inaccurate, could result in FIWA imprecisely evaluating an issuer’s practices with respect to material sustainability factors. 27  Cybersecurity Risks With the increased use of technologies to conduct business, FIWA and its affiliates are susceptible to operational, information security, and related risks. These risks could include events that are wholly or partially beyond our control and may have a negative effect on our ability to conduct business activities. We believe that we have taken reasonable steps to mitigate these risks, but do not believe that we can eliminate them altogether. In general, cyber incidents can result from deliberate attacks or unintentional events that can arise from external or internal sources. The increasing sophistication and accessibility of technology, including tools leveraging artificial intelligence, can be exploited by malicious actors to enhance the scale and impact of cyber-attacks. Cyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment, or systems; and causing operational disruption. Cyberattacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting FIWA, its affiliates, or any other service providers (including but not limited to accountants, custodians, transfer agents, and financial intermediaries used by Fidelity or by an issuer of securities) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate asset prices, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which an account invests, counterparties with which an account engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers) and other parties. Alternative Mutual Funds Risks that may be associated with registered alternative mutual funds include, (i) leverage: leverage may enhance a fund’s returns in up markets but exacerbate returns in a bad market. Some Investment Managers with leverage inherent in their portfolios may experience “margin call” types of actions in the event of liquidity dry-ups or if certain counterparties cannot provide the leverage needed; (ii) shorting: certain securities may be difficult to sell short at the price that the Investment Manager would prefer to execute a trade. A short position may have the possibility of an infinite loss if a security continues to go up in price and the manager does not cover; (iii) security valuation: certain securities held in alternative mutual funds, such as derivatives or thinly traded stocks, bonds, or swaps, may not have a market to permit the Investment Manager to trade it quickly in case of fund redemptions. High bid/ask spreads or the lack of another buyer/seller to take the opposite position of a thinly traded security could cause inaccurate estimates in underlying security valuation by the administrator; and (iv) nightly reconciliation: the use of thinly traded securities, shorting and leverage may make it difficult for some alternative funds, based on their investment strategy, to provide accurate nightly Net Asset Values (“NAVs”) for the mutual fund. Limited liquidity and illiquid registered alternative mutual funds are subject to additional risks. 28  These funds cannot be redeemed outside of the designated liquidity window. Although the funds can implement a periodic share repurchase program, there is no guarantee that an investor will be able to redeem all of the shares that the investor desires to sell. These funds are designed primarily for long-term investors and not as a trading vehicle. The funds can invest in or hold instruments that are illiquid (generally, those securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the fund has valued the securities). For the specific risks associated with these funds, please see the funds’ prospectus. Valuation Risk The NAV of a fund on a particular date may differ from the NAV that would be realized if the fund’s assets were liquidated as of such date. Volatile market conditions could result in limited market liquidity, which may result in lower liquidation values of a fund’s assets than the values of such assets as calculated in a fund’s NAV. Operational Risks Operational risks include risks of loss arising from failures in internal processes, people, or systems, such as routine processing incidents or major systems failures, or from external events, such as exchange outages. For example, computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems, including those FIWA outsources to other providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors. These factors could include events that are wholly or partially beyond FIWA’s control and may have a negative impact on our ability to conduct business activities. Though losses arising from operating, information or technology systems failures could adversely affect an Investor account’s performance, such losses would likely not be reimbursable under FIWA’s policies. Algorithms can be used by FIWA and its affiliates and Investment Managers or the Implementation Manager and contribute to operational risks. There is a risk that the data input into the algorithms could have errors, omissions, or imperfections, or that the algorithms do not operate as intended. Any decisions made in reliance on incorrect data or algorithms that do not operate as intended can expose Investors to potential risks. Issues in the algorithm are often extremely difficult to detect and can go undetected for long periods of time or never be detected. These risks are mitigated by testing and human oversight of the algorithms and their output. FIWA believes that the oversight, testing, and monitoring performed on algorithms and their output will enable the parties described above to identify and address issues appropriately. However, there is no assurance that the algorithms will always work as intended. In general, we will not assess each Investor’s account individually, nor will there be a process to override the outcome of the algorithm with respect to any particular account. Errors Not all incidents arising from operational failures, including those resulting from the mistakes of third parties, will be compensable by FIWA. FIWA maintains policies and procedures that address the identification and correction of errors, consistent with applicable standard of care, to ensure that Intermediaries and Investors are treated fairly when an error has been detected. 29  FIWA seeks to identify errors and works with appropriate parties to correct the error affecting any Investor account as quickly as is reasonably possible. The determination of whether an incident constitutes an error is made by FIWA or its affiliates, in their sole discretion. FIWA will evaluate each situation independently, and unless prohibited by applicable law, we can net an Investor’s gains and losses from the error or a series of related errors with the same root cause and compensate Investors for the net loss. This corrective action can result in financial or other restitution to the account, or inadvertent gains being reversed out of the account. FIWA’s policy and practice is to identify and resolve any trade errors promptly and document each trade error. In the case of errors due to the inaction or actions of others (e.g., Intermediary, Investment Managers, etc.), FIWA helps facilitate the error correction process in an effort to ensure that Investors are treated fairly when an error has been detected. DISCIPLINARY INFORMATION There are no legal or disciplinary events that are material to an Intermediary’s or prospective Intermediary’s evaluation of the Platform’s advisory business or the integrity of its management personnel. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS FIWA is a wholly owned subsidiary of FMR LLC, a Delaware limited liability company that, together with its affiliates and subsidiaries, is generally known to the public as “Fidelity Investments” or “Fidelity.” Various direct or indirect subsidiaries of FMR LLC are engaged in investment advisory, brokerage, banking, or insurance businesses. From time to time, FIWA or Intermediaries will have material business relationships with the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of FIWA serve as officers and/or employees of affiliated companies that are engaged in various aspects of FMR LLC’s businesses. In addition, FIWA or its affiliates provide certain investment management personnel to or use the investment management personnel of certain affiliates under personnel sharing arrangements or other inter-company agreements. FIWA is not registered as a broker-dealer, municipal adviser, futures commission merchant, commodity pool operator, or commodity trading advisor, nor does it have an application pending to register as such. Certain management persons of FIWA are registered representatives, employees, and/or management persons of FBS, NFS, and/or Fidelity Distributors Company LLC (“FDC”), FIWA affiliates and registered broker-dealers. FIWA has, and Intermediaries could have, a material relationship with the following affiliated companies: Investment Companies and Investment Advisers • Fidelity Management & Research Company LLC (“FMR”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FMR principally 30  provides portfolio management services as an adviser or sub-adviser to registered investment companies. FMR also provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR or its affiliates provide certain administrative services to its other affiliates, including, but not limited to, securities execution, investment compliance and proxy voting. FMR also provides model portfolio construction services to FIWA in connection with Fidelity Model Portfolio Solutions and portfolio management services as a sub adviser to FIWA for its Fidelity Institutional Custom SMAs. • FIAM LLC (“FIAM”), a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act, and is registered with the Central Bank of Ireland. FIAM provides investment management services, including sub-advisory services to certain of FIWA’s affiliates. • FMR Investment Management (UK) Limited (“FMR UK”), an indirect wholly owned subsidiary of FMR, is registered as an investment adviser under the Advisers Act and is authorized by the U.K. Financial Conduct Authority to provide investment advisory and portfolio management services. FMR UK provides investment advisory and portfolio management services to certain collateralized loan obligation (“CLO”) issuers and as a sub-adviser to certain of FMR’s clients, including investment companies in the Fidelity group of funds, and provides trading services to FMR and its affiliates. FMR UK provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR UK is also authorized to undertake insurance mediation as part of its benefits consulting business. FMR UK is also registered with the Central Bank of Ireland. • Fidelity Management & Research (Japan) Limited (“FMR Japan”), a direct wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Japan Financial Services Agency (Kanto Local Finance Bureau) to provide investment advisory and discretionary investment management services. FMR Japan supplies investment research and investment advisory information and provides discretionary investment management services to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. • Fidelity Management & Research (Hong Kong) Limited (“FMR Hong Kong”), a wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Hong Kong Securities & Futures Commission to advise on securities, dealing in futures contracts, provide asset management services, and conduct trading services. FMR Hong Kong provides investment advisory or portfolio management services as a sub-adviser with respect to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and provides trading services to its affiliates. FMR Hong Kong provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. 31  • Strategic Advisers LLC (“Strategic Advisers”), a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act. Strategic Advisers is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and is a member of the National Futures Association (“NFA”). Strategic Advisers provides discretionary and non-discretionary advisory services and acts as the investment manager to registered investment companies that invest in affiliated and unaffiliated funds. Strategic Advisers serves as the sponsor and discretionary manager to investment advisory programs and can retain the services of affiliated and unaffiliated sub-advisers and model providers for its advisory programs. Strategic Advisers provides model portfolio construction services to FIWA in connection with the Fidelity Model Portfolio Solutions. • Fidelity Diversifying Solutions LLC (“FDS”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FDS is registered with the CFTC under the Commodity Exchange Act of 1936, as amended (“CEA”), as a CPO and a commodity trading adviser (“CTA”). FDS is a member of the NFA. FDS provides discretionary advisory and sub-advisory services. Participating Affiliates • Fidelity Business Services India Private Limited (“FBS India”), with its registered office in Bangalore, is incorporated under the laws of India and is ultimately owned by FMR LLC through certain of its respective direct or indirect subsidiaries. Certain employees of FBS India (FBS India Associated Employees) may from time to time provide certain research services for FIWA, which FIWA provides to its customers. FBS India is not registered as an investment adviser under the Advisers Act, and is deemed to be a “Participating Affiliate” of FIWA (as this term has been used by the U.S. Securities and Exchange Commission’s Division of Investment Management in various no-action letters granting relief from the Advisers Act’s registration requirement for certain affiliates of registered investment advisers). FIWA deems FBS India and certain of its employees as associated persons of FIWA within the meaning of Section 202(a)(17) of the Advisers Act, because FBS India, through such employees, contribute to FIWA’s research process and may have access to information concerning investment research reports and ratings prior to the dissemination of such reports and ratings to FIWA’s customers. As a Participating Affiliate of FIWA, FBS India has agreed to submit itself to the jurisdiction of United States courts for actions arising under U.S. securities laws in connection with investment advisory activities conducted for FIWA’s customers. FIWA maintains a list of the employees of FBS India whom it has deemed associated persons, which it will make available to current and prospective U.S. clients upon request. Broker-Dealers • Fidelity Global Brokerage Group, Inc. (“FGBG”), a wholly owned subsidiary of FMR LLC, wholly-owns six broker-dealers: Fidelity Brokerage Services LLC, National Financial Services LLC, Fidelity Distributors Company LLC, Fidelity Prime Financing LLC, Digital Brokerage Services LLC and Green Pier Fintech LLC. FGBG acts as a holding company and provides certain administrative services to various FIWA affiliates. 32  • FDC, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). FDC is the principal underwriter for business development companies (“BDCs”) and general distributor of shares of the Fidelity family of registered investment companies (including, open-end mutual funds, ETFs, and closed-end funds). FDC markets products such as mutual funds, ETFs, closed-end funds, private funds, and commingled pools advised by FIWA’ affiliates, or certain unaffiliated advisers to certain third-party financial intermediaries and institutional investors. • NFS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and is a fully disclosed clearing broker-dealer. As such, NFS provides clearing, settlement, and execution services for other broker-dealers, including its affiliate FBS. Fidelity Capital Markets (“FCM”) is a division of NFS that provides trade executions for Fidelity affiliates and other advisory clients. Additionally, FCM operates CrossStream®, an alternative trading system that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. NFS provides transfer agent or sub transfer agent services and other custodial services to certain of FIWA’s or FIWA’s affiliates clients. NFS may provide securities lending services to certain of FIWA’s or FIWA’s affiliates’ clients. Additionally, NFS provides prime brokerage services to certain of FIWA’s of FIWA’s affiliates’ clients. NFS acts as clearing broker and custodian for accounts on the Platform, and provides administrative, clerical, and back-office services to FIWA in connection with the Platform. NFS personnel introduce FMAX Essentials to Intermediaries on behalf of FIWA. • LeveL Markets, LLC, a registered broker-dealer and operator of alternative trading systems (“ATS”), operates the Luminex ATS and the LeveL ATS, which allow orders submitted by their subscribers to be crossed against orders submitted by other subscribers. LeveL Markets, LLC is a wholly owned subsidiary of LeveL Holdings, LLC. FGBG and FMR Sakura Holdings, Inc., both wholly owned subsidiaries of FMR LLC, along with other third-party financial institutions, have ownership interests in LeveL Holdings, LLC. LeveL Markets, LLC charges a commission to both sides of each trade executed in the Luminex ATS and LeveL ATS. NFS serves as a clearing agent for transactions executed in the Luminex ATS. • FBS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and provides brokerage products and services, including the sale of shares of investment companies advised by FMR to individuals and institutions, including retirement plans. In addition, FBS distributes variable insurance products that are issued by FMR’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company (“EFILI”), as well as by third party insurance companies that are not affiliated with any Fidelity Investments company. FBS is the introducing broker for certain managed accounts offered by FIWA and places trades for execution with its affiliated clearing broker, NFS. FBS personnel introduce FMAX Essentials to 33  Intermediaries on behalf of FIWA. • Digital Brokerage Services LLC (“DBS”), a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act. DBS provides securities brokerage services to a retail customer base through digital mobile application-based brokerage platform. DBS clears all customer transactions through Green Pier Fintech LLC, an affiliated registered broker-dealer, on a fully disclosed basis. Insurance Companies or Agencies • FILI, a wholly owned subsidiary of FMR LLC, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA’s affiliates. • EFILI, a wholly owned subsidiary of FILI, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA’s affiliates to residents of New York. • FIA, a wholly owned subsidiary of FMR LLC, is engaged in the business of selling life insurance and annuity products of affiliated and unaffiliated insurance companies. Banking Institutions • Fidelity Management Trust Company (“FMTC”), a wholly owned subsidiary of FMTC Holdings LLC, which in turn is wholly owned by FMR LLC, is a limited-purpose trust company organized and operating under the laws of The Commonwealth of Massachusetts, provides non-discretionary trustee and custodial services to employee benefit plans and individual retirement accounts, and discretionary investment management services to institutional clients and acts as trustee and investment manager of collective investment trusts and separate accounts. • Fidelity Personal Trust Company, FSB, a wholly owned subsidiary of Fidelity Thrift Holding Company, Inc., which in turn is wholly owned by FMR LLC, is a federal savings bank that offers fiduciary services to its customers that include trustee or co‐trustee services, custody, principal and income accounting, investment management services, and recordkeeping and administration. • Fidelity Institutional Asset Management Trust Company (“FIAMTC”), a trust company organized under the laws of the State of New Hampshire, provides investment management services principally for institutional clients including employee benefit plans and acts as trustee and investment manager of its collective investment trusts. FIAM TC is a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC. 34  CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING There are several Codes of Ethics that are relevant with respect to the Platform: FIWA’s Code of Ethics, the Implementation Manager’s Code of Ethics, and the Code of Ethics of each Investment Manager. These Codes of Ethics will operate independently of one another. The relevant provisions of the Code of Ethics for FIWA are described below. The Code of Ethics for the Implementation Manager and each Investment Manager can be obtained from the respective entity. FIWA has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to officers, directors, employees (including certain contractors), and other supervised persons of FIWA and requires that they place the interests of clients above their own. The Code of Ethics establishes securities transaction requirements for all covered employees and their covered persons, including their spouses. More specifically, the Code of Ethics contains provisions requiring the following: • Standards of general business conduct reflecting the investment advisers’ fiduciary obligations; • Compliance with applicable federal securities laws; • Employees and their covered persons move their covered accounts to FBS unless an exception exists or prior approval is obtained; • Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information; • Prohibition of purchasing securities in initial public offerings unless an exception has been approved; • Reporting of Code of Ethics violations; and • Distribution of the Code of Ethics to all supervised persons, documented through acknowledgments of receipt. Core features of the Code of Ethics generally apply to all Fidelity employees. The Code of Ethics also imposes additional restrictions and reporting obligations on certain advisory personnel, research analysts, and portfolio managers. Such restrictions and reporting obligations include (i) the preclearing of transactions in covered securities with limited exceptions, (ii) a prohibition on investments in limited offerings without prior approval, (iii) a prohibition on personal trading by a portfolio manager within seven days before or after a trade in any covered security of the same issuer by a fund or account managed by such portfolio manager except in limited circumstances, (iv) the reporting of transactions in covered securities on a quarterly basis with limited exceptions, (v) the reporting of securities accounts and holdings of covered securities at the time of hire and annually thereafter, (vi) restricts the selling short of a covered security, and (vii) the disgorgement of profits from short-term transactions with limited exceptions. Violation of the Code of Ethics requirements can also result in the imposition of remedial action. The Code of Ethics will generally be supplemented by other relevant Fidelity policies, including the Policy on Inside Information, Rules for Broker- Dealer Employees, and other written policies and procedures adopted by Fidelity and FIWA. A copy of the Code of Ethics will be provided on request. 35  From time to time, Fidelity personnel can buy or sell securities for themselves and also recommend those securities to clients. The conflicts of interest involved in such activities are contemplated in the Code of Ethics and other relevant Fidelity policies. In particular, the Code of Ethics and other Fidelity policies are designed to make it clear to Fidelity personnel that they should never place their personal interests ahead of Fidelity’s clients in an attempt to benefit themselves or another party. The Code of Ethics and other Fidelity policies impose sanctions if these requirements are violated. From time to time, in connection with our business, certain Fidelity personnel may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, Fidelity has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals and other employees. In addition, Fidelity has implemented a Corporate Gifts & Entertainment Policy intended to set standards for business entertainment and the giving or receiving of gifts, help employees make sound decisions with respect to these activities, and to ensure that the interests of Fidelity’s clients come first. Similarly, to support compliance with applicable “pay-to-play” rules, Fidelity has implemented a Personal Political Contributions & Activities policy which requires employees to pre-clear political contributions and activities. Fidelity also has a Global Anti- Corruption Policy regarding commercial bribery and bribery of government officials that prohibits directly or indirectly giving, offering, authorizing, promising, accepting, or receiving any bribe, facilitation payment, kickback, or payoff (whether in cash or any other form) with the intent to improperly obtain or retain business or any improper advantage. BROKERAGE PRACTICES All Investor accounts on the Platform are maintained at NFS, an affiliate of FIWA. In its capacity as Platform provider, FIWA is not responsible for directing any trading for any FMAX Essentials account. The Implementation Manager, the discretionary Investment Managers, including FIWA as discretionary Investment Manager for the Fidelity Institutional Custom SMAs strategies, or the Intermediary, as applicable, will execute transactions in Investor accounts, and are responsible for best execution obligations. In most cases, due to the structure of the Platform, the Implementation Manager, the discretionary Investment Manager, or the Intermediary will place trades for execution with NFS. NFS may receive remuneration, compensation, or other consideration for executing trading activity in Investor accounts. Investor accounts include a core transaction account that holds assets in a position awaiting further investment or withdrawal (“Core Position”). Depending on the type of brokerage account and the entity that serves as the introducing broker dealer associated with the Investor account, the available Core Position options may differ. Core Position options include but are not limited to Fidelity money market mutual funds, FDIC-insured bank sweep product, and FCASH. For non-retirement Investor accounts where FBS serves as the introducing broker dealer to the Investor account and NFS provides custody and clearing services to the Investor 36  account, FCASH is the default Core Position and generally the only available Core Position option. Retirement Investor accounts and Investor accounts where FBS does not serve as the introducing broker dealer to the Investor account may have different Core Position options. FCASH is an interest-bearing account offering managed by Fidelity. Fidelity invests FCASH funds in interest bearing instruments and other investments. FCASH balances are not segregated and may be used in NFS’ business. Fidelity may, but is not required to, pay interest on FCASH balances. Any interest paid to Investors is typically less than the interest earned by Fidelity. Fidelity and its affiliates retain any portion of the interest earned but not paid to Investors. FCASH has no separate fees, nor is it a money market mutual fund, or a bank deposit account, and is not covered by FDIC insurance. FIWA and its affiliates may receive an economic benefit on certain Core Positions in Investor accounts including management fees, mutual fund distribution and/or shareholder servicing revenue, interest, or other fees. To the extent that these benefits vary based on the Core Position utilized, FIWA has a potential conflict of interest with respect to the variations in such benefits. With respect to trading by the Implementation Manager, at the direction and authorization of the Intermediary, the Implementation Manager will place trades for mutual funds, ETPs, and exchange-listed equity securities with FCM (a division of NFS). The Implementation Manager may allocate up to 100% of an Investor’s order to FCM, subject to the Implementation Manager’s obligation to seek best execution. To ensure quality of trade executions, the Implementation Manager monitors the quality of such trade executions effected through FCM. When FCM is used for trading, FCM transmits the orders to various exchanges or market centers based on a number of factors. These include the following: size of the order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing, and execution costs. Some market centers or broker-dealers may execute orders at prices superior to the publicly quoted market prices. NFS receives remuneration, compensation, or other consideration for directing some customer orders for equity securities to certain market centers for execution. Such consideration may include financial credits, monetary payments, rebates, volume discounts, or reciprocal business. The details of any credit, payment, rebate, or other form of compensation received in connection with the routing of a particular order will be provided upon request, and an explanation of order- routing practices will be provided on an annual basis. In addition, from time to time, FIWA or its affiliates may provide aggregated trade execution data to customers and prospective customers. In most circumstances, trading costs for trades executed through affiliates of FIWA are covered by the Platform Fee. However, as noted in the section entitled “Fees and Compensation,” the Platform Fee does not cover charges associated with certain securities transactions or activity in Investor accounts including commissions or markups or markdowns resulting from trades effected with or through broker-dealers who are not affiliates of FIWA (as described below), transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, or any other charges imposed by law or otherwise agreed to with regard to Platform accounts. The Intermediary and Investor may also agree to a different arrangement with respect to trade costs. 37  Please see the “Fees and Compensation” section above for a more extensive description of the fees borne by Investors. Intermediaries should be aware that discretionary Investment Managers and the Implementation Manager, when placing trades for certain Strategies, particularly those involving fixed income, illiquid, or thinly traded securities, may place all or substantially all trades with broker-dealers other than NFS. This practice is often referred to as “trading away,” and these types of trades are frequently called “step-out” trades. Step-out trades are executed at another broker-dealer and cleared and settled at NFS. If the discretionary Investment Manager or Implementation Manager effects step-out trades, Investors will, in most cases, incur commissions, markups, markdowns, or spreads paid to market makers in addition to the Platform. Investors should be aware that some discretionary Investment Managers may place all or substantially all trades as step-out trades. As a result, the trading costs of these discretionary Investment Managers and their Strategies will be more costly to Investors than those Strategies where the Implementation Manager places trades with FIWA and its affiliates for execution. Certain Investment Managers, beyond their role on the Platform, act as both a Model Provider and a discretionary Investment Manager. Some of these Investment Managers, as disclosed in their Form ADV Part 2A, have a trading rotation policy that segregates investment Model updates from directly managed accounts. If FIWA determines that such trade rotation policy may result in Investor accounts being systemically disadvantaged relative to other accounts managed by the Investment Manager, FIWA will make such disclosure to Investors. Investors should be aware that such a policy may result in performance that differs from the Strategy’s reported performance on the Platform. Trading through Affiliates The Implementation Manager and discretionary Investment Managers, as applicable, are authorized to place portfolio transactions with affiliated registered broker-dealers of FIWA. The Implementation Manager is responsible for directing and overseeing trading for Advisory Program accounts, with the exception of AMM Program accounts, where the Implementation Manager does not have trade discretion. Such trading can be effected on a principal or agency cross basis through Fidelity consistent with applicable law. To the extent that the Implementation Manager is responsible for trading an FMAX Essentials account, the Implementation Manager will arrange for the execution of transactions through FIWA affiliates, assuming the Implementation Manager reasonably believes that the quality of the execution of the transaction is comparable to what could be obtained through other qualified broker-dealers. REVIEW OF ACCOUNTS FIWA or the Implementation Manager performs a nightly reconciliation of Investor accounts in the Platform against data provided by NFS. Exceptions are researched and appropriate corrections are made, when necessary. Completely reconciled accounts are made available at the beginning of the next business day. The Intermediary is responsible for ensuring that Investor accounts are consistent with the risk profile and are in the best interest of the Investor. 38  Intermediaries are required to contact Investors on an annual basis to determine if there have been any changes to the Investor’s financial situation and stated investment objectives or if the Investor wishes to impose any reasonable investment restrictions on the management of the assets in the account. CLIENT REFERRALS AND OTHER COMPENSATION The compensation described below is in addition to any fees received by FIWA for Platform accounts as described in the “Fees and Compensation” section, the “Brokerage Practices” section, or elsewhere in this brochure. Affiliates of FIWA are compensated for providing services, including for investment management, access, purchase or redemption, transfer agency, servicing, and custodial services with respect to certain Fidelity and non-Fidelity mutual funds, ETPs, and Models used in Platform accounts. These affiliates include Strategic Advisers, FMR, FIAM and their affiliates as the investment adviser or sub-advisers for the Fidelity funds; FDC as the underwriter of the Fidelity funds; Fidelity Investments Institutional Operations Company, Inc., as transfer agent for the Fidelity funds, and servicing agent for non-Fidelity funds; FBS as the introducing broker- dealer providing certain brokerage services for certain Platform accounts; and NFS as the clearing broker-dealer providing clearing, settlement, and custody services for Platform accounts. When an Intermediary chooses to use a Fund or Strategy advised, managed, or sponsored by FIWA or an affiliate of FIWA, FIWA and its affiliates earn additional compensation as a result of that decision. As such, FIWA has a potential financial conflict of interest when affiliated products or Models are selected by Intermediaries on the Platform. However, FIWA and its representatives do not select or exercise any discretion with respect to Funds, or Strategies (except for the Fidelity Institutional Custom SMAs strategies) for Investors on the Platform, nor does FIWA advise or make recommendations to Investors or Intermediaries with respect to the selection of any underlying investment or Strategy, affiliated or otherwise, that is available to Intermediaries and Investors (through their Intermediaries) on the Platform. FBS and NFS receive compensation for executing portfolio transactions and providing, among other things, clearance, settlement, custodial, and other services to Fidelity and non-Fidelity mutual funds, ETPs, and other investments, and NFS provides securities lending agent services to certain affiliated and unaffiliated funds for which it receives compensation. FBS and NFS also contract with certain unaffiliated Investment Managers in connection with the availability, purchase or redemption of, servicing and ongoing maintenance of their investment products held in Platform accounts. FBS and NFS receive compensation for such services, including asset-based or transaction-based compensation for shareholder servicing, 12b-1 fees, and CUSIP maintenance and add fees. These fees are paid directly from or on behalf of the Funds or other investment solutions and are in addition to the Platform Fee paid by Intermediaries who use the Platform. FBS and NFS receive flat, annual fees from (1) certain product providers to compensate Fidelity for maintaining the infrastructure required to accommodate that provider’s investment products on Fidelity’s various platforms and (2) 39  certain Investment Managers who are invited to participate in access, engagement, and analytics programs established by FBS and NFS. Fidelity also receives asset-based fees or fixed fees from third-party ETF providers for shareholder servicing, platform and data support. FBS and NFS also receive compensation for services provided to iShares ETFs in connection with reduced or commission-free ETFs, and compensation in connection with a marketing program with respect to iShares funds, including ETFs and iShares funds in Platform accounts. FMR and its affiliates also obtain brokerage or research services, consistent with Section 28(e) of the Exchange Act, from broker-dealers in connection with the execution of the Fidelity funds’ portfolio security transactions. Client referrals may occur between FIWA and its affiliated entities pursuant to a services agreement, where applicable. Certain representatives of FIWA receive economic incentives for their efforts in the sales, distribution, and support of the Platform. In addition, FIWA representatives are generally also registered with one or more of our affiliated broker-dealers, FBS, NFS, and FDC. These representatives receive a salary, bonus, and non-cash incentives. Bonus and non-cash incentives can vary and are based on criteria including success in meeting sales goals, and total assets. In some instances, FIWA or its affiliates share certain revenue with the Implementation Manager to the FMAX Essentials Platform, EAM, for joint marketing activities that result in new accounts on the FMAX Essentials Platform. Such compensation is not deemed to be an endorsement by Implementation Manager of the FMAX Essentials Platform, nor by FIWA of the Implementation Manager. CUSTODY FIWA does not maintain custody for Investors’ assets in connection with the services it provides to the Platform. NFS, a registered broker-dealer and affiliate of FIWA, has custody of Investor assets on the Platform and performs certain services for the benefit of Investors, including the implementation of trading instructions, as well as custodial and related services. INVESTMENT DISCRETION Intermediaries grant discretionary authority for Investor accounts to the Implementation Manager or discretionary Investment Managers, including FIWA as discretionary Investment Manager for the Fidelity Institutional Custom SMAs strategies, as applicable. FIWA, in its capacity as provider of the FMAX Essentials Platform, does not exercise investment discretion with respect to the purchase or sale of securities for any Investor account, nor does it act as a fiduciary with respect to Investor accounts as defined under Employee Retirement Income Security Act of 1974 (“ERISA”) and related rules and regulations. The Intermediary is responsible for ensuring that the recommended portfolios are consistent with the risk profile and are in the best interest of the Investor. When selecting securities or trading accounts, the Implementation Manager or the discretionary Investment Manager, as 40  applicable, observe the investment policies established through the Platform for the particular Investor account, along with account investment limitations and restrictions of the Investor. In such instances, FMAX Essentials can provide tools to assist the Intermediary and discretionary Investment Manager in monitoring adherence to the investment policies established between Intermediary and Investor; however, FIWA does not undertake responsibility for monitoring adherence to an Investor’s broader investment policy. VOTING CLIENT SECURITIES FIWA, in its capacity as provider of the FMAX Essentials Platform, does not perform proxy voting for FMAX Essentials accounts. FINANCIAL INFORMATION FIWA does not solicit prepayment of Platform fees greater than six (6) months in advance. FIWA is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Investor. REQUIREMENTS FOR STATE-REGISTERED ADVISERS FIWA is not registered with any state securities authority. 41 

Fidelity Model Portfolio Solutions Fidelity Institutional Wealth Adviser LLC 245 Summer Street Boston, MA 02210 (617) 563-7000 March 30, 2026 This brochure provides information about the qualifications and business practices of Fidelity Institutional Wealth Adviser LLC (“FIWA”), a Fidelity Investments company, as well as information about FIWA’s non-discretionary model portfolio solutions, plan lineup services, and target date advice services. Throughout this brochure and related materials, FIWA refers to itself as a “registered investment adviser” or “being registered.” These statements do not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please call us at 617-563-7000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. 1  SUMMARY OF MATERIAL CHANGES The SEC requires registered investment advisers to provide and deliver an annual summary of material changes to their advisory services program brochure (also referred to as the Form ADV Part 2A). The section below highlights only material revisions that have been made from March 31, 2025, through March 30, 2026. Additional information about FIWA is available on the SEC’s website at www.adviserinfo.sec.gov. Capitalized terms are defined herein. Updates have been made throughout this brochure to reflect FIWA’s non-discretionary target date advice services provided to third party target date collective investment trusts and/or their third party investment managers. 2  TABLE OF CONTENTS SUMMARY OF MATERIAL CHANGES .............................................................................................................. 2 ADVISORY BUSINESS ...................................................................................................................................... 4 FEES AND COMPENSATION .......................................................................................................................... 15 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ......................................................... 17 TYPES OF CLIENTS ........................................................................................................................................ 19 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS .......................................... 20 DISCIPLINARY INFORMATION ....................................................................................................................... 37 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................................... 37 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .......................................................................................................................................................... 42 BROKERAGE PRACTICES .............................................................................................................................. 43 REVIEW OF ACCOUNTS ................................................................................................................................. 44 CLIENT REFERRALS AND OTHER COMPENSATION .................................................................................. 45 CUSTODY ......................................................................................................................................................... 46 INVESTMENT DISCRETION ............................................................................................................................ 46 VOTING CLIENT SECURITIES ........................................................................................................................ 47 FINANCIAL INFORMATION ............................................................................................................................. 47 REQUIREMENTS FOR STATE-REGISTERED ADVISERS ............................................................................ 47 3  ADVISORY BUSINESS Fidelity Institutional Wealth Adviser LLC (“FIWA”) is a registered investment adviser and an indirect, wholly owned subsidiary of FMR LLC (collectively with FIWA and its affiliates, “Fidelity Investments,” “Fidelity,” “us,” or “we”). FIWA was formed in 2016. This brochure covers FIWA’s provision of non-discretionary investment advice through standard and custom model portfolios and plan lineup services. FIWA also offers several other products and services. Brochures dedicated to these other FIWA products and services can be found on the SEC’s website at www.adviserinfo.sec.gov. Fidelity Model Portfolio Solutions All Fidelity Model Portfolio Solutions FIWA provides non-discretionary investment advice through a variety of standard and custom model portfolios, including model portfolios comprised of mutual funds, exchange traded funds (“ETFs”)1, Alternative Investments (defined below), model portfolios composed of separately managed accounts (“SMAs”) that hold individual securities, and various iterations and combinations of these types of models (collectively referred to as “Fidelity Model Portfolio Solutions” or “Model Portfolio Solutions”). Alternative Investments include products with limited liquidity such as interval funds, tender offer funds, business development companies (“BDCs”), real estate investment trusts (“REITs”), and closed-end funds. Fidelity Model Portfolio Solutions seek to achieve various investment, asset class, sector, or asset allocation objectives. Fidelity Model Portfolio Solutions are provided to financial institutions such as banks, broker- dealers and other investment advisers (each, an “Intermediary” and collectively, the “Intermediaries”) either directly, or through third-party technology platforms that host information about the Fidelity Model Portfolio Solutions and turnkey asset management platforms that an Intermediary may use to provide advisory services on behalf of the Intermediary’s underlying clients (“Platforms”). The Model Portfolio Solutions are also made available to Intermediaries through Fidelity Managed Account Xchange® (“FMAX”) and Fidelity Managed Account Xchange® Essentials (“FMAX Essentials”), which are Platforms provided by FIWA for use by Intermediaries. Fidelity Model Portfolio Solutions have also been made available to Intermediaries that use Fidelity’s custody platform and affiliates of Fidelity International Limited in some circumstances. FIWA provides Intermediaries with non-discretionary investment advice in the form of Model Portfolio Solutions that Intermediaries use to develop their own investment recommendations and manage their underlying client accounts (the “Underlying Clients”). FIWA does not have an advisory relationship, or act as an adviser or ERISA fiduciary to any Underlying Client of an 1 Some mutual funds and ETFs are “liquid alternative investments” that seek to diversify and manage risk by generating less correlated returns using some combination of stocks, bonds, commodities, currencies, leverage, and derivatives. 4  Intermediary, nor does FIWA have an advisory relationship or act as a fiduciary to an Intermediary or their Underlying Clients who access Model Portfolio Solutions through a Platform, as a result of that Intermediaries’ or Underlying Client’s use of Model Portfolio Solutions. An investment in a Model Portfolio Solution is not appropriate for all Underlying Clients and is not intended to be a complete investment program. Each Intermediary is solely responsible for determining whether a Model Portfolio Solution, including the Underlying Funds (defined below) and share classes, as well as any particular strategy or investment, are suitable and appropriate for its Underlying Clients including, without limitation, ensuring Underlying Clients satisfy all applicable investor eligibility criteria of the Underlying Funds. Each Intermediary, and not FIWA, is responsible for determining whether and how to implement any non-discretionary investment advice provided by FIWA regarding the Model Portfolio Solutions in their Underlying Client accounts. FIWA does not exercise investment discretion over any Underlying Client account in connection with the Model Portfolio Solutions and does not trade or undertake any actions or services typically associated with discretionary management regarding Model Portfolio Solutions including, without limitation, rebalancing. Intermediaries have sole discretion over Underlying Client assets and are responsible for choosing a Platform and/or for placing trades in Underlying Client accounts, including the selection of broker-dealers and the execution of transactions. All management and support of Underlying Client accounts, such as any customization, investment allocation, establishing asset class drift parameters, restrictions or tax harvesting is also the responsibility of the Intermediaries or their third-party designees. Fidelity Model Portfolio Solutions consist of all or a subset of the following types of investments: • Fidelity Funds - Mutual funds, ETFs, and/or Alternative Investments sponsored and managed by affiliates of FIWA (“Fidelity Funds”). • Unaffiliated Funds - Mutual funds, ETFs, and/or Alternative Investments managed by unaffiliated investment managers (“Unaffiliated Funds”). The Fidelity Funds and Unaffiliated Funds are referred to collectively as “Underlying Funds”. • Model SMAs - Separate accounts that consist of individual securities selected by affiliates of FIWA (“Fidelity Institutional Model SMAs”). • Unaffiliated SMAs - Separate accounts that consist of individual securities selected by unaffiliated advisers (“Unaffiliated SMAs”). The Fidelity Institutional Model SMAs and Unaffiliated SMAs are referred to collectively as “SMAs”. Any of the Fidelity Model Portfolio Solutions can include an allocation to cash or cash equivalents as Intermediaries often require cash amounts for their operational purposes. Not all Fidelity Model Portfolio Solutions use all of these types of investments; some Model Portfolio Solutions may only use certain products. Specific information about a Fidelity Model Portfolio Solution, including the types of investments and portfolio construction, is provided in 5  the marketing material particular to that solution. The different variations of Fidelity Model Portfolio Solutions include: • Fidelity Model Portfolios, which consist solely of Underlying Funds; • Fidelity Institutional Model SMAs; • Fidelity Model Portfolios with SMA, which are Fidelity Model Portfolios that also include an allocation to SMAs; and • Custom Model Portfolio Solutions, which are portfolios that are tailored to an Intermediary’s particular preferences and are made available to that Intermediary. The Custom Model Portfolio Solutions may include any combination of Underlying Funds and SMAs. In addition to using its own investment research resources, FIWA has retained its investment advisory affiliates, Fidelity Management & Research Company LLC (“FMR”) and Strategic Advisers LLC (“Strategic Advisers”) to provide portfolio construction services for certain Fidelity Model Portfolio Solutions under parameters determined by FIWA. These investment advisory affiliates are generally compensated by FIWA for the development and updates to the Fidelity Model Portfolio Solutions. Model portfolios are constructed by these investment advisory affiliates from the universe of Underlying Funds selected for consideration by FIWA. FIWA oversees the provision of non-discretionary investment advice to FIWA as stated in FIWA’s policies and procedures. Conflicts of Interest in Fidelity Model Portfolio Solutions Fidelity Model Portfolios FIWA does not charge a separate fee for licensing its standard Fidelity Model Portfolios. However, FIWA and its affiliates receive compensation from sales of certain of the Underlying Funds that are included in the Fidelity Model Portfolios. As a result, there are certain conflicts of interest that are inherent in the design and operation of the Fidelity Model Portfolios because, to the extent consistent with the investment objective and guidelines of any particular Fidelity Model Portfolio, FIWA will allocate assets among Underlying Funds in order to meet certain minimum target revenue requirements for FIWA and its affiliates. For example, FIWA has a conflict of interest when: (1) FIWA recommends a proprietary investment product or service such as a Fidelity Fund that is sponsored or managed by a Fidelity affiliate; (2) FIWA and its affiliates receive payments as a result of allocating assets in the Fidelity Model Portfolios to Underlying Funds; and (3) FIWA and its affiliates receive payments for providing services to Underlying Funds. The amount of the compensation that Fidelity receives varies depending on the Underlying Funds as described below: • FIWA and its affiliates receive compensation when shares of Fidelity Funds are purchased. 6  • Fidelity contracts with certain unaffiliated investment managers in connection with the availability, purchase or redemption of, servicing and ongoing maintenance of their investment products held in accounts on Fidelity’s various platforms. Fidelity receives compensation for such services, including asset-based or transaction-based compensation for shareholder servicing, 12b-1 fees, and CUSIP maintenance and add fees. • Certain of the Unaffiliated Funds or their affiliates who are invited to participate in access, engagement, and analytics programs established by Fidelity, for which these providers compensate affiliates of FIWA for these services through a flat, annual fee. Fidelity also receives asset-based fees or fixed fees from third-party ETF providers for shareholder servicing, platform and data support. • If iShares ETFs are included in a Fidelity Model Portfolio, Fidelity receives compensation for services provided to iShares ETFs in connection with reduced or commission-free ETFs, and compensation in connection with a marketing program with respect to iShares funds, including ETFs and iShares funds in all Fidelity Model Portfolios. • Fidelity has contractual arrangements with certain product providers to compensate Fidelity for maintaining the infrastructure required to accommodate that provider’s investment products on Fidelity’s various platforms. • Fidelity may share revenue it receives on sales of certain Fidelity Funds included in a Fidelity Model Portfolio Solution with an Intermediary using certain Fidelity Model Portfolio Solutions, leading to less revenue to Fidelity from sales of certain Fidelity Funds versus other Fidelity Funds. FIWA addresses these conflicts of interest by disclosing the nature of the compensation and related financial incentives in this brochure and other materials relating to the Fidelity Model Portfolios. In addition, the amount paid to FIWA representatives does not vary based on the Underlying Funds selected when constructing the Fidelity Model Portfolios and the compensation arrangements for applicable investment professionals who develop the Fidelity Model Portfolios at FIWA’s affiliates do not vary based on the Underlying Funds selected for such Fidelity Model Portfolios. In general, however, Intermediaries and Platforms should understand that a substantial portion, if not the majority, of the assets in the Fidelity Model Portfolios generally will be allocated to Fidelity Funds and/or Unaffiliated Funds that pay compensation to FIWA and its affiliates. This is because, to the extent consistent with the overall investment objective and guidelines of any particular Fidelity Model Portfolio, FIWA will allocate assets among Underlying Funds in order to meet certain minimum target revenue requirements for FIWA and its affiliates. Specific information about the composition of the Fidelity Model Portfolio is referenced in marketing material prepared by FIWA for each Fidelity Model Portfolio. In some instances, FIWA pays a Platform, a technology, implementation, or similar fee to enable the administration of the Fidelity Model Portfolios on the Platform. 7  The Underlying Funds used in the Fidelity Model Portfolios represent only a subset of all possible mutual funds, ETFs, and Alternative Investments that could be included. FIWA does not consider all available third-party and affiliated products that may be appropriate for a given Fidelity Model Portfolio. Underlying Funds are not necessarily the least expensive or best performing of all possible products. FIWA selects the universe of available Underlying Funds for inclusion in the Fidelity Model Portfolios based on eligibility for the mutual funds or ETFs to be distributed to Intermediaries, other measures designed to be consistent with the model parameters related to the asset allocation goals of the model, expenses, asset classes, internal guidelines, and Intermediary interest and whether such products result in compensation to Fidelity. Underlying Funds can be temporarily excluded by FIWA to adjust Fidelity Model Portfolio Solutions impacted by Underlying Fund corporate actions (i.e., fund mergers and closures). Each Fidelity Model Portfolio is designed to result in minimum revenue amounts to FIWA and its affiliates; minimum revenue amounts may be greater for Fidelity Model Portfolios that include Alternative Investments. Certain eligibility criteria based on other factors such as performance, asset levels, and other measures are applied to the universe of products to produce a Fidelity Model Portfolio designed to achieve its stated objective. Within any given Fidelity Model Portfolio, the costs to shareholders and benefits to FIWA and its affiliates vary compared with any other Fidelity Model Portfolio based on the different asset class allocations to the various Underlying Funds (e.g., equity versus fixed income funds, etc.), each of which have their own expenses as provided for in their registration statements. At the request of an Intermediary, FIWA may provide alternates for mutual funds and ETFs included in a Fidelity Model Portfolio as part of its non-discretionary services for the Intermediary to evaluate and implement. FIWA may provide such alternates within the parameters agreed upon with the Intermediary as described in the applicable agreement or otherwise. Each Intermediary, including those using FMAX and FMAX Essentials, and not FIWA, is responsible for determining whether any Fidelity Model Portfolio, including the Fidelity Model Portfolio’s asset allocation mix, expenses and share class, is suitable for the Underlying Clients. All of the underlying investments in the Fidelity Model Portfolios may not be available across all Platforms. Capabilities of Platforms vary. Affiliates of FIWA manage collective investment products that may be similar to the Fidelity Funds included in a Fidelity Model Portfolio but have higher or lower fees and expenses. Such collective investment products may not be available for inclusion in the Fidelity Model Portfolios but may be bought on a stand-alone basis by an Intermediary for their Underlying Clients in certain circumstances. Fidelity Model Portfolios may include a mutual fund rather than a similar ETF. Such mutual fund may have higher fees and expenses than a similar ETF. An Underlying Client who holds a less expensive share class of a mutual fund will pay lower fees over time and earn higher investment returns than an investor who holds a more expensive share class of the same mutual fund. Information and other marketing materials provided by FIWA concerning the Fidelity Model Portfolios may not be indicative of a client's actual experience. The Fidelity Model Portfolios and any allocations within them are subject to change. Other Underlying Funds and SMAs that are available may have lower fees and expenses that Intermediaries could utilize. 8  Fidelity Model Portfolios with SMAs When FIWA produces a Fidelity Model Portfolio Solution that includes an SMA, it has an incentive to use a Fidelity Institutional Model SMA because sales of the Fidelity Institutional Model SMAs result in compensation to FIWA. Underlying Clients of Intermediaries that use any SMA, including Fidelity Institutional Model SMAs, pay a fee to the Intermediary which in turn pays FIWA for the Fidelity Institutional Model SMA. However, Fidelity Model Portfolio Solutions that include Underlying Funds and SMAs generally have limits on the amount of SMAs that may be included because of asset class constraints (diversification requirements), limited SMA availability, third-party platform eligibility, investment minimums and other factors. An Unaffiliated SMA within a Fidelity Model Portfolio Solution could be invested in through FIWA’s FMAX or FMAX Essentials platforms, which are separate services of FIWA discussed in FIWA brochures dedicated to FMAX or FMAX Essentials. Unaffiliated SMAs that use the FMAX or FMAX Essentials platforms pay installation and maintenance fees which are further described in those brochures. Availability of Unaffiliated SMAs on certain Platforms may affect the choice of Unaffiliated SMAs due to operational requirements. Share Class Selection The applicable share classes of the Fidelity Funds for a given Fidelity Model Portfolio Solution are selected by FIWA based on various considerations including the Intermediaries’ share class preferences relative to expense ratios and revenue-sharing opportunities with the Intermediary, share classes used by other asset managers in competing model portfolios, and compensation to FIWA and its affiliates based on the Fidelity Funds. The share classes available for a given Fidelity Fund in the Fidelity Model Portfolios are limited to the share classes designated by FIWA. More information about available share classes and how an Intermediary may receive compensation from FIWA and its affiliates for offering Fidelity Model Portfolios that include Fidelity Funds is provided in the offering documents for the Underlying Funds. The Intermediary using a Fidelity Model Portfolio Solution is solely responsible for determining whether the share class for a particular Fidelity Model Portfolio Solution is appropriate for its Underlying Client, not FIWA. When including an Unaffiliated Fund in a standard Fidelity Model Portfolio Solution, FIWA chooses the relevant institutional share class, which is generally the least expensive share class for that Unaffiliated Fund if such share class is otherwise an appropriate selection given the Model Portfolio Solution’s requirements. However, it is the Intermediary’s ultimate responsibility to choose any share class for any Underlying Fund in a Fidelity Model Portfolio Solution and to take into account minimum requirements and other factors when doing so. In a Custom Model Portfolio Solution, FIWA will use the share class of any Unaffiliated Fund as determined by the Intermediary. 9  Custom Model Portfolio Solutions At the request of an Intermediary, FIWA will provide non-discretionary investment advice through creation of a Custom Model Portfolio Solution designed to meet an Intermediary’s specific needs. While a Custom Model Portfolio Solution is often a Fidelity Model Portfolio comprised of Underlying Funds, FIWA can also create a Custom Model Portfolio Solution that involves SMAs. The level and extent of customization can vary across the Custom Model Portfolio Solutions. In certain Custom Model Portfolio Solutions, the Intermediary provides parameters to FIWA such as the overall asset allocation to be achieved or the underlying investment and risk or other characteristics, including what role each party plays in recommending and approving the Underlying Funds, the proportion of affiliated and unaffiliated investments, and eligibility criteria for selection of the Underlying Funds and SMAs. The Intermediary can override FIWA’s recommendation to exclude an Underlying Fund based on quality criteria or other reasons. The Intermediary may instead direct FIWA to use that Underlying Fund or choose from a suite of certain Underlying Funds which, in some cases, is affiliated with the Intermediary or offers the Intermediary additional compensation through revenue sharing or other arrangements. In these cases, FIWA has a maximum allowable allocation for Intermediary-directed Underlying Funds, is not responsible for the selection of such Underlying Funds, acts upon direction and does not provide investment advice in connection with such selection by the Intermediary or such direction. Similar to a Fidelity Model Portfolio, each Custom Model Portfolio is designed to result in minimum revenue amounts to FIWA and its affiliates. For certain Custom Model Portfolio Solutions, Intermediaries are limited to selecting parameters such as investment managers and vehicle type. For all Custom Model Portfolio Solutions FIWA provides investment advice within the parameters dictated by the Intermediary as described in the applicable agreement or as otherwise agreed upon. The Intermediary designates the share class of any Underlying Funds and determines whether it is appropriate for the Underlying Client, not FIWA. FIWA may also provide non-discretionary investment advice to another model provider as part of a Custom Model Portfolio Solution commissioned by an Intermediary in a multi-manager arrangement in which FIWA and one or more third-party investment advisers operate as co- model providers of a model portfolio through various roles and responsibilities as outlined in the written agreements governing such arrangements (“Multi-Manager Arrangements”). These Multi-Manager Arrangements are offered in response to client demand, but may or may not be marketed as such. In these Multi-Manager Arrangements, the universe of funds is generally limited to certain Fidelity Funds, funds affiliated with the co-model provider or its affiliates, as well as certain other Unaffiliated Funds. However, the investable universe is determined by the Intermediary who commissioned the Multi-Manager Arrangement unless that responsibility is assigned to FIWA or the co-model provider. These model portfolios are generally composed of a significant percentage of Fidelity Funds which creates a conflict for FIWA to recommend Fidelity Funds over the funds affiliated with the co-model provider. There are controls to mitigate these conflicts including but not limited to (i) the implementation of a cap on the percentage of the model portfolio that can hold Fidelity Funds as described in the written agreements governing the Multi-Manager Arrangement as set by the Intermediary or (ii) set at 10  a percentage appropriate to, and in consideration of, the responsibilities and risks assumed by the co-model provider which may be a significant percentage of the co-model provider’s funds. Both FIWA and the co-model provider will have a minimum amount of each of its respective products to include the Custom Model Portfolio Solution to ensure that the arrangement generates revenue to each firm. When FIWA selects or recommends a Fidelity Fund, it has an incentive to allocate assets of a Fidelity Model Portfolio Solution or a Custom Model Portfolio Solution to new Fidelity Funds to help such funds develop new investment strategies and products because it may benefit FIWA’s affiliated investment adviser to the Fidelity Funds. FIWA also has an incentive to allocate assets of Fidelity Model Portfolio Solutions or the Custom Model Portfolio Solution to a Fidelity Fund that is small, pays higher fees to FIWA’s affiliate or to which FIWA’s affiliates provided seed capital. In addition, FIWA has an incentive to avoid recommending withdrawals from a Fidelity Fund in order to avoid or delay the withdrawal’s adverse impact on a Fidelity Fund. Adverse impacts on a Fidelity Fund could include selling securities when it otherwise would not have done so to meet withdrawals, significantly reducing the assets of the fund, causing decreased liquidity and, depending on any applicable expense caps, a higher expense ratio or liquidation of the fund and increasing transaction costs. FIWA has policies and controls in place to govern the selection of Fidelity Funds for any of its Fidelity Model Portfolio Solutions and its Custom Model Portfolio Solutions. Fidelity Institutional Model SMAs FIWA provides non-discretionary investment advice to Intermediaries in the form of Fidelity Institutional Model SMAs that may be offered directly or through a Platform. Such Intermediaries may make the Fidelity Institutional Model SMAs available through their proprietary Platforms, including turn-key asset management platforms. In addition, FIWA makes the Fidelity Institutional Model SMAs available through its other services, FMAX and FMAX Essentials. For FMAX, FMAX Essentials and certain other unaffiliated Platforms, FIWA subsidizes the cost of implementing and administering the Fidelity Institutional Model SMAs on the Platform. These Intermediaries arrange for implementation of the Fidelity Institutional Model SMAs, in whole or in part, as each Intermediary will be responsible for implementing the Fidelity Institutional Model SMAs based on the objectives, guidelines and restrictions of the Intermediary’s Underlying Clients. Intermediaries, and not FIWA, have discretion over the assets of the Underlying Clients. FMR, a FIWA affiliate, provides the Fidelity Institutional Model SMAs to FIWA. FMR is compensated by FIWA for the development and delivery of the Fidelity Institutional Model SMAs. Fidelity Institutional Model SMA portfolio holdings are often derived from an optimization process that originates from one or several mutual funds or institutional portfolios managed by affiliates of FIWA, but not in all cases. In many cases the mutual funds or institutional portfolios have similar objectives and guidelines to the Fidelity Institutional Model SMAs, however, certain Fidelity Institutional Model SMAs do not utilize mutual funds or institutional portfolios with similar objectives and guidelines. The optimization process limits the number of holdings 11  in the Fidelity Institutional Model SMAs from the original holdings in the mutual funds or institutional portfolios and applies other guidelines and controls for other variables. While certain Fidelity Institutional Model SMAs consider a similar mutual fund or institutional portfolio holdings as part of their optimization process, the Fidelity Institutional Model SMAs and a similar mutual fund or institutional portfolio are not, and are not meant to be, substantially similar products. Plan Investment Lineup Services FIWA acts as a 3(38) investment manager under the Employee Retirement Income Security Act of 1974 (“ERISA”) to plan sponsors and certain affiliates of FIWA in connection with those affiliates’ management and implementation of investment lineups for workplace savings plans. FIWA provides non-discretionary investment advisory services under the Investment Advisers Act of 1940 (the “Advisers Act”) to Fidelity Management Trust Company (“FMTC”) as part of FMTC’s Fidelity Flex workplace savings plan fiduciary offering (“Fidelity Flex”). FIWA selects combinations of mutual funds managed by affiliates that are used as the eligible investment options for participants who are enrolled in workplace savings plans that participate in the Fidelity Flex program. FIWA develops and manages the lineup of available investments for these plans by selecting from among a limited universe of Fidelity Flex® mutual funds (“Flex Funds”) managed by FMR and its affiliates. Unlike many other mutual funds, the Flex Funds do not charge management fees or, with limited exceptions, fund expenses (as further described below in “Fees and Compensation”). FIWA provides this service for the Fidelity Flex program, and such services are not available to plans that are not enrolled in the Fidelity Flex program. FIWA provides non-discretionary investment advisory services under the Advisers Act to Fidelity Workplace Services, LLC (“FWS”) as part of FWS’ Fidelity Advantage 401(k) pooled employer plan workplace savings offering (“Fidelity Advantage 401(k)”). FIWA selects combinations of mutual funds managed by affiliates that are used as the permissible investment options for current and former employees of employers that have elected to participate in the Fidelity Advantage 401(k) plan. FIWA develops and manages the lineup of available investments for this plan by selecting from among a limited universe of Flex Funds managed by FMR and its affiliates. FIWA provides this service for the Fidelity Advantage 401(k) plan, and such services are not available to employers that have not elected to participate in the Fidelity Advantage 401(k) plan. For additional information about the Flex Funds, please see the applicable prospectuses for such funds. Target Date Advice Services FIWA acts as a 3(21) non-discretionary investment adviser under ERISA to third-party target date collective investment trusts and/or their third-party investment managers for target date advice mandates. FIWA provides non-discretionary investment advice as to glidepath 12  allocations and underlying investment selection as described under each relevant agreement. FIWA will generally provide advice on underlying investments of collective investment trusts or mutual funds managed by an affiliate of FIWA or Geode Capital Management Trust Company (“Geode”) (“Target Date Underlying Funds”) as described in those agreements. Geode is considered an affiliated entity of FIWA for certain purposes under ERISA. One or more third party mutual funds or collective investment trusts may also be a part of the advisory services that FIWA provides, most commonly in the stable value asset class (“Third Party Target Date Underlying Fund”) and as directed by the client. FIWA is not responsible for the inclusion of the Third Party Target Date Underlying Fund and may not provide research or diligence on such Fund, as may be described in the particular arrangement. FIWA utilizes the non- discretionary investment advice services of an investment advisory affiliate, FIAM LLC, to assist FIWA in providing such target date advice services. As described in more detail in the “Fees and Compensation,” FIWA may be compensated through an investment advisory fee on overall assets in the Target Date Underlying Funds, or as described in the particular client arrangement, or may receive a portion of the management fee that the Target Date Underlying Funds earn, which will vary by the assets in the Target Date Underlying Funds and the investment management fees charged by each of those Funds. FIWA has a conflict of interest when: (1) FIWA recommends a proprietary investment product such as a Target Date Underlying Fund that is sponsored or managed by an affiliate of FIWA or Geode; (2) FIWA and its affiliates receive payments as a result of allocating assets to Target Date Underlying Funds; and (3) FIWA and its affiliates receive payments for providing services to Target Date Underlying Funds. The amount of the compensation that Fidelity receives varies as described below: • FIWA and its affiliates receive compensation when shares or units of Target Date Underlying Funds are purchased. • Fidelity contracts with certain unaffiliated investment managers (which may include Third Party Target Date Underlying Funds) in connection with the availability, purchase or redemption of, servicing and ongoing maintenance of their investment products held in accounts on Fidelity’s various platforms. Fidelity receives compensation for such services, including asset-based or transaction-based compensation for shareholder servicing, 12b-1 fees, and CUSIP maintenance and add fees. • Certain of the Third-Party Target Date Underlying Funds or their affiliated manager or their affiliates who are invited to participate in access, engagement, and analytics programs established by Fidelity, for which these providers compensate affiliates of FIWA for these services through a flat, annual fee. • Fidelity has contractual arrangements with certain product providers to compensate Fidelity for maintaining the infrastructure required to accommodate that provider’s investment products on Fidelity’s various platforms. 13  FIWA addresses these conflicts of interest by disclosing the nature of the compensation and related financial incentives in this brochure and other materials relating to target date advice services. In addition, the amount paid to FIWA representatives does not vary based on the Target Date Underlying Funds selected when providing the target date advice services. In general, however, clients should understand that a substantial portion, if not the majority, of the assets in the target date advice services generally will be allocated to Target Date Underlying Funds that pay compensation to FIWA and its affiliates. The Target Date Underlying Funds and Third-Party Target Date Underlying Funds used in the target date advice services product represent only a subset of all possible mutual funds, ETFs, and collective investment trusts that could be included. FIWA does not consider all available third-party and affiliated products that may be appropriate for a given target date advice service as described in the particular client arrangement. Such funds are not necessarily the least expensive or best performing of all possible products. The universe of Target Date Underlying Funds has been selected by each client for inclusion in the specific target date advice arrangement based on the requirements particular to that specific product, including the share class for each Target Date Underlying Fund. Each target date advice client is responsible for determining whether any such target date advice product, including its asset allocation mix, expenses and share class, if applicable, is suitable for its clients. These Target Date Underlying Funds are expected to engage in securities lending using an affiliated securities lending agent, which will generate varying amounts of revenue for each of the Target Date Underlying Funds and for affiliates of FIWA that are compensated for providing securities lending services. Those affiliated securities lending arrangements, and the relative fee splits between the Target Date Underlying Funds and the affiliated securities lending agent, are described in more detail in relevant client agreements and other disclosure documents related to the Target Date Underlying Funds. When making investment recommendations as to Target Date Underlying Funds, FIWA is subject to an information barrier between it and the Target Date Underlying Funds’ affiliated securities lending agent to mitigate any conflicts of interest. The Target Date Underlying Funds may have various share classes that have varying amounts of compensation provided to Fidelity as a result of affiliated securities lending activity. FIWA does not choose the particular share class of a Target Date Underlying Fund upon which it will make recommendations and is instead directed by its client as to the appropriate share class. Assets Under Management As of December 31, 2025, FIWA managed $9,384,114,700 of client assets on a discretionary basis in relation to services that are not covered by this brochure. As of December 31, 2025, FIWA did not have any non-discretionary regulatory assets under management. 14  FEES AND COMPENSATION Fidelity Model Portfolio Solutions Fidelity Model Portfolios FIWA does not charge a separate advisory fee for the provision of the Fidelity Model Portfolios either as a standalone solution or as part of a broader solution. Use of the Fidelity Model Portfolios will result in the payment of fees to the Underlying Funds as provided for in the prospectus or applicable offering document to each such fund, and the fees received from investment in the Underlying Funds will be shared by affiliates involved in distributing and advising both the Fidelity Model Portfolios and the Underlying Funds, including Fidelity Distributors Company LLC (“FDC”), FIWA, FMR, and Strategic Advisers. Each Underlying Fund incurs advisory, administrative, and custodial fees, as well as other fees and expenses that it pays out of each fund’s own assets, meaning that such costs are indirectly borne by Underlying Clients as shareholders of each applicable fund. Please consult the applicable prospectus or offering document of each Underlying Fund for information about the specific fund’s expense ratio. Within a given Fidelity Model Portfolio, the cost to shareholders and benefits to FIWA and its affiliates across the Underlying Funds within that Fidelity Model Portfolio will vary. As a result, FIWA and its affiliates have a financial incentive to select Underlying Funds that pay additional revenue to its affiliates as revenue to Fidelity is generally increased with additional sales of any Fidelity Funds and Unaffiliated Funds from which FIWA’s affiliates receive additional compensation. However, the amount paid to FIWA representatives does not vary based on the Underlying Funds selected when constructing the Fidelity Model Portfolios and the compensation arrangements for applicable investment professionals who develop the Fidelity Model Portfolios at FIWA’s affiliates do not vary based on the Underlying Funds selected for such Fidelity Model Portfolios. Custom Model Portfolio Solutions Custom Model Portfolio Solutions created for Intermediaries result in the payment of fees to FIWA and its affiliates through investment in Underlying Funds as described above. Please see the Fidelity Model Portfolios section above for details on how the fees paid by shareholders in the Underlying Funds are shared with FIWA and its affiliates. In certain cases, and as agreed to with the Intermediary, FIWA will charge an advisory fee to the Intermediary in addition to receiving fees from investments in the Underlying Funds. Such advisory fees are determined based on the Custom Model Portfolio Solution designed for each particular Intermediary. In Multi-Manager Arrangements, FIWA also receives a portion of the revenue that accrues to its co-model provider through sales of its affiliated funds, or of other Unaffiliated Funds as described earlier, as delineated in the written agreements related to the Multi-Manager Arrangement. 15  Fidelity Institutional Model SMAs FIWA charges an advisory fee for the provision of the Fidelity Institutional Model SMAs which is paid by the Intermediaries that use the Fidelity Institutional Model SMAs with their Underlying Clients. In the case of Fidelity Model Portfolios with SMAs, any such advisory fee will only be charged on the portion of assets allocated to Fidelity Institutional Model SMAs. The fee FIWA receives derives from the advisory fee the Intermediary charges its Underlying Clients for advisory services. For FMAX and FMAX Essentials, FIWA does not charge a separate fee for the Fidelity Institutional Model SMAs; however, end investors pay a program fee which generally includes all of FIWA’s services to that platform, including access to the Fidelity Institutional Model SMAs. Fees can be negotiated or waived in certain circumstances. Please refer to the Intermediary’s Form ADV 2A brochure, or FIWA’s Form ADV 2A brochures for the FMAX and FMAX Essentials platforms, as applicable, for additional information on such fees and expenses. The fee FIWA receives may be transmitted through the Platforms or turnkey asset manager that hosts the Fidelity Institutional Model SMAs. Fees received from the Fidelity Institutional Model SMAs will be shared by affiliates involved in distributing and advising the Fidelity Institutional Model SMAs, including FDC and FMR. The standard fee range for Fidelity Institutional Model SMAs is 15 to 35 basis points. Other Issues Relating to Fees for All Fidelity Model Portfolio Solutions Underlying Clients that invest using Fidelity Model Portfolio Solutions may be charged fees and expenses by its applicable Intermediary in the Intermediary’s sole discretion. FIWA does not receive any compensation from fees charged by an Intermediary to an Underlying Client, nor is it involved in or has any control over such fees. Please refer to the Intermediary’s Form ADV 2A brochure, as applicable, for additional information on such fees and expenses. FIWA representatives are generally also registered with one or more of our affiliated broker- dealers, Fidelity Brokerage Services LLC (“FBS”), National Financial Services LLC (“NFS”), and FDC. These representatives receive a salary, bonus, and non-cash incentives. Bonus and non-cash incentives can vary and are based on criteria including success in meeting sales goals and total assets. Plan Investment Lineup Services Fidelity Flex. As compensation for its investment advisory services under the Fidelity Flex program, FIWA receives a portion of the Fidelity Flex program fee paid to FMTC by retirement plan sponsors. A single program fee for these services is negotiated on a case-by-case basis with plan sponsor clients of FMTC, and FIWA does not receive a separate fee from employee benefit plan sponsors or participants for its services. A portion of the fee received from FMTC is also paid to the affiliated advisers of the Flex Funds that are included in investment lineups and to other affiliates of FMTC that provide services under the Fidelity Flex program. FIWA’s rate of compensation under its arrangement with FMTC does not vary based on the funds selected by FIWA to be included in the plan lineup. 16  Fidelity Advantage 401(k). As compensation for its investment advisory services under the Fidelity Advantage 401(k) program, FIWA receives compensation from FWS pursuant to an investment advisory agreement with FWS. An investment service fee for the services provided by FWS, including the services of FIWA, is agreed to by employer clients of FWS and deducted from participant accounts. FIWA does not receive a separate fee from such employers or participants. A portion of the fee that FIWA receives from FWS is paid to the investment advisers of the Flex Funds, including FMR, that are included in investment lineups and to other affiliates of FWS that provide services under the Fidelity Advantage 401(k) program. FIWA’s rate of compensation under its arrangement with FWS does not vary based on the funds included by FIWA in the plan lineup. Fidelity receives no fees from the Flex Funds for managing or handling the business affairs of the Flex Funds and pays the expenses of each Flex Fund, with the exceptions of expenses for typesetting, printing, and mailing proxy materials to shareholders, all other expenses incidental to holding meetings of the Flex Fund's shareholders (including proxy solicitation), fees and expenses of certain trustees, interest, Rule 12b-1 fees (if any), taxes, and such non-recurring expenses as can arise, including costs of any litigation to which the Flex Fund can be a party, and any obligation it can have to indemnify its officers and trustees with respect to litigation. The Flex Funds also pay non-operating expenses, including brokerage commissions and fees and expenses associated with the Flex Fund’s securities lending program, if applicable. Target Date Advice Services As compensation for its investment advisory services in this program, FIWA may be compensated through an investment advisory fee on overall assets in the Target Date Underlying Funds (as defined above), or as described in the particular client arrangement, or may receive a portion of the management fee that the Target Date Underlying Funds earn through an intercompany arrangement, which will vary by the assets in the Target Date Underlying Funds and the investment management fees charged by each of those Funds. Therefore, in certain circumstances, FIWA’s rate of compensation under its arrangement with the managers of the Target Date Underlying Funds may be based on the Target Date Underlying Funds selected for investment by the client. As described above, if the Target Date Underlying Funds engage in securities lending activities with an affiliated securities lending agent, compensation to FIWA’s affiliate may also vary. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT FIWA does not charge any performance-based fees for provision of the Fidelity Model Portfolio Solutions, plan lineup services or target date advice services. Certain of FIWA’s (in the case of Fidelity Institutional Custom SMAs where FIWA’s affiliate, FMR, is sub-adviser) or its affiliates’ discretionary accounts may, for unrelated reasons, invest in funds that are also included in the Fidelity Model Portfolio Solutions from time to time. 17  Certain recommendations implicit in the Fidelity Model Portfolio Solutions reflect recommendations being made by FIWA’s affiliates to their discretionary accounts. FIWA’s affiliates may have commenced trading before the Intermediary received or acted upon updates to the Fidelity Model Portfolio Solutions. As a result, in certain circumstances, Underlying Clients that are using the Fidelity Model Portfolio Solutions could experience price differentials that may result from FIWA’s affiliates placing similar, and possible larger, orders for their discretionary accounts which could result in different prices for the Underlying Funds or securities within the SMAs. Further, while FIWA’s affiliates generally take reasonable steps to minimize the market impact caused by their discretionary management, FIWA and its affiliates have no such control over the Intermediaries’ trading of Fidelity Model Portfolio Solutions. Strategic Advisers, which provides FIWA with certain of the Fidelity Model Portfolios, or other FIWA affiliates, will typically manage nominal seed accounts of proprietary assets in each of the Fidelity Model Portfolios solely for purposes of generating and maintaining a performance track record. FIWA or its agent disseminates updates to its Fidelity Model Portfolios on a fair and equitable basis over time if a given Fidelity Model Portfolio is provided to multiple users and are in scope of FIWA’s policies and procedures. However, while FIWA generally takes reasonable steps to put in place a fair and equitable system to disseminate changes to the Fidelity Model Portfolios and FIWA’s affiliates generally take reasonable steps to minimize the market impact caused by their discretionary management, FIWA and its affiliates have no such control over the Intermediaries’ trading of Fidelity Model Portfolios. Strategic Advisers’ proprietary accounts incorporate updates to the Fidelity Model Portfolios only after information regarding updates to the Fidelity Model Portfolios has been disseminated to the Intermediaries which are contracted with FIWA. Different accounts trading in the Fidelity Model Portfolio Solutions may experience differences in pricing, valuation and ultimately performance due to disparities in the timing of trading implementation, among other factors. In addition, conflicts of interest are present in providing the Fidelity Institutional Model SMAs (including Fidelity Institutional Model SMAs included in Fidelity Model Portfolios with SMA) to Intermediaries, on the one hand, and FIWA’s affiliates’ discretionary management, including (1) discretionary management by FIWA’s affiliates in the form of similar mutual funds or institutional portfolios to the Fidelity Institutional Model SMAs; (2) FIWA’s affiliates trading on behalf of a nominal seed account for performance tracking purpose of the Fidelity Institutional Model SMAs (the “Performance Seed Account”); and (3) trades for other accounts or products managed by Fidelity and its affiliates, on the other hand. Because Fidelity Institutional Model SMAs often utilize an optimization process that originates with a common strategy of a similarly managed mutual fund or institutional portfolio, securities recommendations in the Fidelity Institutional Model SMAs could, at times, reflect recommendations being made by FIWA’s affiliates to their discretionary accounts. Depending on the particular facts and circumstances of a trade, FIWA’s affiliates will have typically commenced trading in the similar mutual fund or institutional portfolio, Performance Seed Account, and perhaps elsewhere among the accounts managed by FIWA’s affiliates, before the Intermediary received or acted upon updates to the Fidelity Institutional Model SMAs. As a result, in certain circumstances, 18  Underlying Clients that are using the Fidelity Institutional Model SMAs could experience price differentials that result from FIWA’s affiliates placing similar, and likely larger, orders for their discretionary accounts which could result in different prices for the securities within the Fidelity Institutional Model SMAs. Further, different accounts trading in the Fidelity Institutional Model SMAs may experience differences in pricing, valuation and ultimately performance due to disparities in the timing of trading implementation, among other factors. While the Performance Seed Account receives updates to the Fidelity Institutional Model SMAs generally before such updates are provided to Intermediaries, because the Performance Seed Account is a proprietary account of nominal assets that generally trades last according to FIWA’s affiliates’ trade allocation policies and procedures, we believe this conflict of interest is mitigated. FIWA or its agent disseminates updates to its Fidelity Institutional Model SMAs and has provided such party with direction to update all Intermediaries with updates to the Fidelity Institutional Model SMAs on a fair and equitable basis over time. However, while FIWA generally takes reasonable steps to put in place a fair and equitable system to disseminate changes to the Fidelity Institutional Model SMAs and FIWA’s affiliates generally take reasonable steps to minimize the market impact caused by their discretionary management, FIWA and its affiliates have no such control over the Intermediaries’ trading of Fidelity Institutional Model SMAs. Under the Advisers Act, FIWA owes a fiduciary duty to its Intermediary clients, consisting of a duty of care and a duty of loyalty. Although the application of FIWA’s fiduciary duty may be shaped by agreement with Intermediaries, this duty cannot, unless specifically set forth in statute, be waived by contract or practice. Accordingly, investment management agreements with FIWA that include an express limitation of FIWA’s liability for acts of gross negligence, negligence, or similar standards are not applicable to FIWA’s federal fiduciary duty owed to the Intermediary. Intermediaries have the right to seek redress against FIWA for such non- waivable fiduciary violations in addition to other rights the Intermediary may have under state and federal law. TYPES OF CLIENTS Fidelity Model Portfolio Solutions FIWA provides non-discretionary investment advice to Intermediaries in the form of the Fidelity Model Portfolio Solutions directly or through Platforms. FIWA does not provide such non- discretionary investment advice directly to any Underlying Clients. If this Form ADV Part 2A brochure is provided to an Intermediary or Underlying Clients with whom FIWA does not have an advisory relationship, or where it is not legally required to be delivered, it is provided to the Intermediary solely for informational purposes and does not imply that FIWA has an advisory, fiduciary or any relationship at all with such Underlying Clients. 19  Plan Investment Lineup Services FIWA provides non-discretionary investment management services to its affiliates FMTC and FWS by selecting the investment options that are made available to participants of certain employee benefit plans in connection with the Fidelity Flex and Fidelity Advantage 401(k) programs. Target Date Advice Services FIWA provides non-discretionary investment services to third party target date collective investment trusts and/or their third-party investment managers. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Fidelity Model Portfolio Solutions Fidelity Model Portfolios and Fidelity Institutional Model SMAs The Target Risk Fidelity Model Portfolios are constructed using a systematic approach in conjunction with a quantitative and qualitative methodology for selecting mutual funds and ETFs. FIWA initially identifies a set of investment options whose overall risk characteristics, when viewed as a portfolio, generally meet the design parameters, with final portfolio construction subject to change based on a qualitative overlay. Additional weight is allocated to products that provide revenue to Fidelity as described further in the Advisory Business section above. The Business Cycle and Factor ETF Fidelity Model Portfolios and Fidelity Institutional Model SMAs use various methodologies, including fundamental and quantitative analysis. The various model portfolios are designed to implement strategies keyed to specified fixed income or equity allocation options based on investment guidelines. Model portfolios consist of individual stocks or in the case of certain model portfolios, mutual funds and/or ETFs, including Underlying Funds. The funds used in the model portfolios represent only a subset of all mutual funds and ETFs. As a result, the investment performance of such model portfolios is driven by the performance of such underlying mutual funds or ETFs and the portfolios may have limitations on their ability to optimize tax, diversification and other factors or otherwise hedge risk. The Target Allocation and Bond Fidelity Model Portfolios use a quantitative methodology for selecting mutual funds and ETFs from the universe of Underlying Funds, and based on investment guidelines. After developing the desired asset allocation, Strategic Advisers selects mutual funds and ETFs using a proprietary quantitative process which is designed to identify mutual funds and ETFs that are more likely to outperform their peers on a risk-adjusted basis. 20  The Income Fidelity Model Portfolios leverage a quantitative portfolio management technique for selecting mutual funds and ETFs from the universe of Underlying Funds, and based on investment guidelines. Strategic Advisers uses modern portfolio theory to construct an efficient frontier of potential portfolios and the inputs to this process are yield, defined as distribution yield, and adjusted risk. An optimization process then identifies the mutual funds or ETFs for each sub-asset class to maximize risk-adjusted yield. The Model Portfolios with Private Markets are constructed using a systematic approach in conjunction with a quantitative and qualitative methodology for selecting mutual funds, ETFs, and National Securities Clearing Corporation (“NSCC”)-traded Alternative Investments. FIWA initially identifies a set of investment options whose overall risk characteristics, when viewed as a portfolio, generally meet the design parameters, with final portfolio construction subject to change based on a qualitative overlay. Additional weight is allocated to products that provide revenue to Fidelity as described further in the Advisory Business section above. Custom Model Portfolios Solutions Custom Model Portfolio Solutions are designed to achieve the agreed upon Intermediary objective(s). The Custom Model Portfolio Solutions constructed by FIWA use a systematic approach in conjunction with a quantitative and qualitative methodology for selecting mutual funds, ETFs, Alternative Investments or SMAs based on the parameters the Intermediary places on the composition of such custom models. With respect to mutual funds, ETFs, Alternative Investments, or SMAs, FIWA’s quantitative and qualitative methodology considers the research provided by FIWA’s research teams. See the Investment Research and Due Diligence section below for a description of FIWA’s research processes. Notwithstanding the foregoing, in the event a Custom Model Portfolio includes client-directed Underlying Funds, such funds are the sole responsibility of the client and may not be subject to the same fundamental and quantitative methodology that FIWA applies to its own recommendations. Unlike Underlying Funds recommended by FIWA, client-directed Underlying Funds may not be monitored by FIWA through a combination of performance assessments and returns-based analysis. When constructing certain Custom Model Portfolio Solutions, FIWA combines a set of investment options whose overall risk characteristics, when viewed as a portfolio, are designed to meet the Intermediary’s objectives that can be subject to change based on a qualitative overlay if agreed to by the Intermediary. The Intermediary is responsible for providing final approval of the Custom Model Portfolio Solutions above. Fidelity Model Portfolios with SMA The Fidelity Model Portfolios with SMA are constructed using a systematic approach in conjunction with a quantitative and qualitative methodology for selecting mutual funds, ETFs or SMAs. FIWA initially identifies a set of investment options whose overall risk characteristics, when viewed as a portfolio, generally meet the design parameters, with final portfolio 21  construction subject to change based on a qualitative overlay. Additional weight is allocated to products that provide revenue to Fidelity as described further in the Advisory Business section above. These products may be unaffiliated. Fidelity Models Portfolios with SMA are also constructed to meet minimum revenue thresholds to Fidelity. Investment Research and Due Diligence FIWA conducts investment research and due diligence on mutual funds, ETFs, SMAs, and Alternative Investments sponsored and managed by affiliated and unaffiliated investment managers. FIWA maintains fundamental, quantitative, and alternative research teams (the “FIWA Research Team”) to perform investment research and due diligence. This investment research and due diligence process is not applicable to the underlying holdings of SMAs. The investment professionals at the investment managers are an important source of information for the due diligence processes, providing quantitative and qualitative information. In addition, FIWA and its service providers utilize publicly available databases from independent sources to verify the information provided by the investment managers. FIWA’s investment research and due diligence is one of the factors considered by FIWA in the portfolio construction process. FIWA also provides its research and ratings to other affiliates and unaffiliated investment managers and financial institutions. Ratings and research may be made available at different times to such users and is prepared without taking into consideration any investor’s specific facts and circumstances. We may also provide customized research or ratings upon request. Qualitative and Quantitative Research Processes FIWA conducts qualitative and quantitative investment research and due diligence on mutual funds, ETFs, and SMAs using four categories of investment research ratings: “Does Not Meet,” “Meets-Quantitative,” “Meets-Qualitative,” and “Preferred.” For actively and passively managed mutual funds, ETFs, and SMAs, a quantitative rating process is performed to determine if the mutual funds, ETFs, or SMAs meet the criteria for a Meets-Quantitative rating. The quantitative rating process is performed at least quarterly. A separate qualitative due diligence process is conducted on a select group of mutual funds, ETFs, and SMAs to provide deeper coverage and to determine if a Meets-Qualitative or Preferred rating should be applied. The qualitative rating process is performed at least annually. For a strategy rated Does Not Meet, the strategy did not pass the review criteria to be rated Meets-Quantitative, Meets-Qualitative, or Preferred. Both the quantitative and qualitative processes follow a common structure of assessing four major pillars of analysis: performance, cost, style alignment, and people and process consistency. Each time the term Meets is used below, it is applicable to both the Meets-Quantitative and Meets-Qualitative ratings, unless otherwise specified. 22  Meets-Quantitative The quantitative evaluation consists of separate processes to evaluate mutual funds, ETFs, and SMAs. While the processes vary slightly with regards to review and acceptance criteria (e.g., peer relative performance versus tracking error, excess return thresholds, etc.), the processes rely on an evaluation of historical outcomes and follow the common four pillar review structure noted above. The mutual funds, ETFs, and SMAs that pass all four pillar criteria are added to the Meets- Quantitative universe. Mutual funds, ETFs, and SMAs that do not pass all four pillar criteria set by the FIWA Research Team are removed from the Meets-Quantitative universe. Meets-Qualitative For Meets-Qualitative mutual funds, ETFs, and SMAs, FIWA employs a multiphase approach in its evaluation. As part of the due diligence, certain types of information are analyzed such as historical performance, investment philosophy, investment style, historical volatility, investment team, and cost. Also reviewed are portfolio holdings reports that help demonstrate the investment manager’s securities selection process. FIWA evaluates investment managers specializing in each of the asset categories listed, including equities (both domestic and foreign), corporate debt, municipal securities, real estate investment trusts, and government securities. Through this analysis, the FIWA Research Team makes a determination of the mutual funds, ETFs, and SMAs that receive the status of Meets-Qualitative. Preferred Preferred mutual funds, ETFs, and SMAs have FIWA’s highest conviction and are comprised of a subset of Meets-Qualitative mutual funds, ETFs, and SMAs. For Preferred mutual funds, ETFs, and SMAs the FIWA Research Team completes the due diligence process mentioned above for Meets-Qualitative. In addition, the FIWA Research Team conducts a quarterly touchpoint with one or more members of the product’s investment team. The FIWA Research Team seeks to understand the drivers of differentiation that allow these investment options to stand out across the four pillars of research. Mutual funds, ETFs, and SMAs sponsored by investment managers that Fidelity has deemed not to be in good standing on Fidelity FundsNetwork, one of Fidelity’s platforms for unaffiliated products, due to insufficient shareholder servicing compensation are not eligible for consideration for a Preferred research rating, but are eligible to receive a Meets-Quantitative or Meets-Qualitative research rating. Treatment of FIWA-Affiliated Products, Exceptions and Conflict of Interests The FIWA Research Team may make exceptions to allow certain mutual funds, ETFs, or SMAs to be assigned a Meets or Preferred rating. For these exceptions, the FIWA Research Team uses qualitative and quantitative tools to make a determination that the mutual fund, ETF, or SMA otherwise warrants a Meets or Preferred rating or to maintain a Meets or 23  Preferred rating. For example, an SMA may not have a track record of sufficient length as determined by the FIWA Research Team, but the investment manager’s results through other vehicles or a composite track record may enable that SMA to be assigned a Meets or Preferred rating. The FIWA Research Team approves or disapproves all exceptions and can assign or change a rating at its sole discretion. Mutual funds, ETFs, and SMAs provided by FIWA and its affiliates are subject to the same investment research and due diligence or exception processes described above to determine the FIWA Research Team’s rating. However, given FIWA’s ability to gather more data and achieve greater insight into the mutual funds, ETFs, and SMAs provided by FIWA and its affiliates, in certain circumstances FIWA will adjust its diligence process when assessing proprietary and affiliated products and/or apply different qualification criteria to such products for Meets-Qualitative or Preferred ratings based on the judgement of the FIWA Research Team. FIWA does not rate all possible mutual funds, ETFs, or SMAs and determines, in its sole discretion, which such products will be rated. FIWA determines which such products to include in the investment universe subject to its ratings process through a combination of Intermediary demand and through unaffiliated investment manager participation in access, engagement, and analytics programs established by Fidelity. FIWA may be incentivized to rate products that are affiliated or which may provide compensation to FIWA and its affiliates. However, all mutual funds, ETFs and SMAs provided by these investment managers are subject to the same investment research and due diligence or exception processes described above to determine the FIWA Research Team’s rating. Alternative Investments Research Process FIWA also conducts investment research and due diligence on limited liquidity and illiquid Alternative Investments and assigns one of the following conviction-based ratings: 1 (High Confidence), 2 (Moderate Confidence), 3 (Neutral Confidence), 4 (Moderate Concern), 5 (High Concern). The assigned rating is intended to indicate the likelihood the strategy will deliver on expectations and how that expectation compares to similar strategies. When evaluating a limited liquidity or illiquid Alternative Investment, the FIWA Research Team utilizes a proprietary framework to assess the following six pillars: people, process, strategy alignment, performance, governance, and terms. The evaluation process involves a blend of quantitative and qualitative methods of analysis, considering various data and information which includes, but is not limited to, due diligence questionnaires, strategy materials, offering documents, and meetings with managers. The FIWA Research Team typically performs this rating process annually unless material changes warrant an intra-cycle update. FIWA does not rate all possible limited liquidity and illiquid Alternative Investments and determines, in its sole discretion, which products will be rated through a combination of affiliate and intermediary demand and through unaffiliated investment manager participation in access, engagement, and analytics programs established by Fidelity. FIWA may be incentivized to rate products that are affiliated or which may provide compensation to FIWA and its affiliates. 24  However, all limited liquidity and illiquid Alternative Investments, including those offered by FIWA and its affiliates, are subject to the same investment research and due diligence processes described above to determine the FIWA Research Team’s rating. Plan Investment Lineup Services Fidelity Flex and Fidelity Advantage 401(k). To develop investment lineups for retirement plans in the Fidelity Flex and the Fidelity Advantage 401(k) programs, FIWA considers a combination of quantitative and qualitative factors consistent with its existing investment philosophy and processes. As noted above, FIWA will choose from among Flex Funds that are eligible to be included in the Fidelity Flex and Fidelity Advantage 401(k) programs. When selecting actively managed funds, FIWA will evaluate performance relative to peers, manager tenure, and style alignment. Passively managed funds will be evaluated based on the specific asset class and the underlying benchmark. FIWA will also seek to understand the investment process and key drivers of performance of a fund and will monitor portfolio, process, and personnel changes. In addition to evaluating manager tenure, FIWA will monitor each fund in the lineup through a combination of performance assessments and returns-based analysis. For actively managed funds, FIWA will also conduct due diligence meetings and review fund holdings and investment personnel or process changes. If FIWA determines that a fund does not fully meet all of its criteria after a period of evaluation, then remediation options will be considered. The final decision to replace a fund will be based on a holistic consideration of qualitative and quantitative factors, including the availability of suitable replacement options and can take several quarters or more to implement. Target Date Advice Services Target date advice services are designed to achieve the agreed upon client objective(s) as described under each relevant agreement if applicable to the client arrangement. The target date advice services provided by FIWA follow a systematic approach for determining glidepath allocations and selecting the underlying investment options from an available universe. The Target Date Underlying Funds will be based on a glidepath allocation according to the projected retirement date of the Target Date Underlying Funds and, if applicable, a stable value allocation. When developing the investment recommendations, an algorithmic approach is used to combine a set of investment options whose overall risk characteristics, when viewed as a portfolio, are designed to meet the client’s objectives. Unlike underlying investments recommended by FIWA, client-directed underlying investments are not monitored by FIWA. Material Investment Risk and Risk of Loss Past performance is no guarantee of future results. An investment may be risky and may not be suitable for an Underlying Client’s goals, objectives and risk tolerance. An investment's value may be volatile and any investment involves the risk that you may lose money. Diversification does not ensure a profit or guarantee against a loss. 25  There is no guarantee that the use of any Fidelity Model Portfolio Solution will achieve any particular result. Investment performance of the Fidelity Model Portfolios Solutions depends on the performance of the underlying investment options and on the proportion of the assets invested in each underlying investment option over time. The performance of these investments will vary day to day in response to many factors. Asset allocation strategies are subject to the volatility of the financial markets, including that of the underlying investment options' asset class. Investing involves risk, including the risk of loss. Generally, among asset classes stocks are more volatile than bonds or short‐term instruments and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Although the bond market is also volatile, lower‐quality debt securities including leveraged loans generally offer higher yields compared to investment grade securities, but also involve greater risk of default or price changes. Foreign markets can be more volatile than U.S. markets due to increased risks of adverse issuer, political, market or economic developments, all of which are magnified in emerging markets. Many factors affect investment performance. Strategies that pursue investments in equities will be subject to stock market volatility, and strategies that pursue fixed income investments (such as bond or money market funds) will see values fluctuate in response to changes in interest rates. Developments that disrupt global economies and financial markets, such as war, acts of terrorism, economic sanctions, the spread of infectious illness or other public health issues, recessions or other events may magnify factors that affect performance. In addition, some countries experience very low or negative interest rates, from time to time, which can magnify interest rate risk for the markets as a whole and for individual bond investments. All strategies are ultimately affected by impacts to the individual issuers, such as changes in an issuer’s credit quality, or changes in tax, regulatory, market, or economic developments. Non- diversified funds, separately managed accounts, and accounts that invest in a smaller number of individual issuers can be more sensitive to these changes. Nearly all investments or accounts are subject to volatility in non-U.S. markets, either through direct exposure or indirect effects in U.S. markets from events abroad, including fluctuations in foreign currency exchange rates, and in the case of less-developed markets, currency illiquidity. Those investments and accounts that are exposed to emerging markets are potentially subject to heightened volatility from greater social, economic, regulatory, and political uncertainties, as the extent of economic development, political stability, market depth, infrastructure, capitalization, and regulatory oversight can be less than in more developed markets. Additionally, investments or accounts that pursue debt exposure are subject to risks of prepayment or default, and funds, separately managed accounts, or accounts that pursue strategies that concentrate in particular industries or are otherwise subject to particular segments of the market (e.g., money market funds’ exposure to the financial services industry, municipal funds’ exposure to the municipal bond market, or foreign or emerging markets funds’ 26  exposure to a particular country or region) can be significantly impacted by events affecting those industries or markets. Strategies that lead funds, separately managed accounts, or accounts to invest in other funds bear all the risks inherent in the underlying investments in which those funds invest, and strategies that pursue leveraged risk, including investment in derivatives, such as swaps (interest rate, total return, and credit default), and futures contracts and forward-settling securities, magnify market exposure and losses. Additionally, investments and accounts are subject to operational risks, which can include risk of loss arising from failures in internal processes, people, or systems, such as routine processing errors or major systems failures, or from external events, such as exchange outages. High-risk strategies have the potential for substantial returns; however, there are correspondingly significant risks involved in the strategies and they are not intended for all types of Underlying Clients. Underlying Clients who choose to follow high-risk strategies should be aware that there is the possibility of significant losses up to and including the possibility of the loss of all assets placed in the strategies. It is strongly recommended that Underlying Clients diversify their investments and do not place all their investments in high-risk investment strategies. Certain ETFs and Alternative Investments utilize leverage. The use of leverage by an ETF or Alternative Investment increases the risk to the portfolio. The more a portfolio invests in leveraged instruments, the more the leverage will magnify gains or losses on those investments. Due to the complexity and structure of these portfolios, they may not perform over time in direct or inverse correlation to their underlying index. Please see the mutual fund and ETF prospectuses, Alternative Investment offering documents, applicable Form ADV Part 2A brochures, and/or related offering documents for more details on risks. In addition to the risks noted above, the following risks apply to certain investment strategies: Concentration Risk Certain strategies may invest in a limited number of securities, industries, or sectors. This lack of diversification may increase industry or sector specific risks and increase volatility and risk of loss compared to more diversified portfolios. Accounts that employ equity and fixed income stand-alone strategies are expected to have increased risk and volatility as compared with accounts that hold a mixture of equities and fixed income investments. Liquidity Risk Investing in certain types of securities that are thinly traded, or investing in bonds, ETFs, mutual funds, or Alternative Investments that invest in thinly traded securities, introduces liquidity risk. Liquidity risk is a financial risk that, for a certain period of time, a security or commodity cannot be readily traded in the market or cannot be traded without a significant discount to the market price. All tradable assets assume some level of liquidity risk. For example, alternative mutual funds and ETFs may use techniques such as shorting of 27  securities, leverage, and derivatives, all of which may have liquidity risks if there are no buyers and sellers available or if a counterparty cannot fulfill the order. Illiquid securities sometimes trade infrequently in the secondary market and may be subject to liquidity windows. As a result, valuing an illiquid security can be more difficult, and buying and selling an illiquid security at an acceptable price can be more difficult or delayed. Difficulty in selling an illiquid security can result in a loss. The relative liquidity of any investment, particularly those that trade on exchanges, can vary, at times significantly. Oversubscription Risk Repurchase offers of Alternative Investments may exceed the repurchase offer amount, resulting in repurchases accepted on a pro rata basis. The oversubscription process is subject to vary depending on product type and the applicable Alternative Investment’s offering documents should be consulted for specifics as to how oversubscriptions are handled. Investing in Mutual Funds, ETFs and Collective Investment Trusts Underlying Clients bear all the risks of the investment strategies employed by mutual funds, ETFs and collective investment trusts, including the risk that a mutual fund, ETF or collective investment trust will not meet its investment objectives. For the specific risks associated with a mutual fund, ETF or collective investment trust, please see its prospectus or other offering documentation. ETFs An ETF is a security that trades on an exchange and can seek to track an index, a commodity, or a basket of assets. ETFs can be actively or passively managed. The performance of a passively managed ETF might not correlate to the performance of the asset it seeks to track. ETFs trade on secondary markets or exchanges and are exposed to market volatility and the risks of the ETF’s underlying securities. ETF share trading can be halted or the security could cease to trade on an exchange. Trading volume and liquidity can vary and could affect the ability to buy or sell ETF shares, or could cause the market price of shares to experience significant premiums or discounts relative to the value of the assets underlying the shares. Because ETFs trade on exchanges, buyers and sellers experience a spread between the bidding price and the asking price, and the size of these spreads can vary significantly. For the specific risks associated with an ETF, please see its prospectus or other offering documentation. Collective Investment Trusts Collective Investment Trusts (“CITs”) are investment vehicles that are managed by banks or trust companies that “pool” retirement plan assets into a single portfolio that is invested with a specified investment philosophy and strategy, similar to a mutual fund. Only qualified retirement assets are permitted to invest in CITs and they are not generally available to the public. CITs are not subject to the Investment Company Act of 1940, unlike mutual funds, nor are they subject to certain SEC reporting requirements. Rather, CITs are governed by banking law and ERISA. CITs generally keep lower cash balances than mutual funds because participants in 28  defined contribution retirement plans usually invest with longer investment horizons than retail clients and inflows typically are more predictable due to periodic contributions. CITs may be unable to purchase certain types of offerings due to ERISA regulations. Digital Assets Digital assets are highly volatile, and their market movements are very difficult to predict. Various market forces may impact their value including, but not limited to, supply and demand, investors’ faith and their willingness to purchase it using traditional currencies, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates, an evolving legislative and regulatory environment in the U.S. and abroad, and other economic trends. Investors also face other risks, including significant and negative price swings, flash crashes, and fraud and cybersecurity risks. Digital assets may also be more susceptible to market manipulation than securities. Money Market Funds An Underlying Client could lose money by investing in a money market fund. Although a money market fund seeks to preserve the value of an Underlying Client’s investment at $1.00 per share, it cannot guarantee it will do so. An investment in a money market fund is not a bank account and is not insured or guaranteed by the FDIC or any other government agency. Fidelity, the sponsor of Fidelity’s money market funds, is not required to reimburse money market funds for losses, and an Underlying Client should not expect that Fidelity will provide financial support to a Fidelity money market fund at any time, including during periods of market stress. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of an Underlying Client’s shares. Quantitative Investing Funds or securities selected using quantitative analysis can perform differently from the market as a whole due to the factors used in the analysis, the weight placed on each factor, changes to the factors’ behavior over time, market volatility, or the quantitative model’s assumption about market behavior. In addition, quantitative investment strategies rely on algorithmic processes, and therefore are subject to the risks described below under the heading, “Operational Risks.” Growth Investing Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks. Value Investing Value stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared with other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and, as a result, might never realize their full expected value. 29  Bond Investments In general, the bond market is volatile, and fixed income securities carry interest rate risk. As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities. The ability of an issuer of a bond to repay principal prior to a security’s maturity can cause greater price volatility, and, if a bond is prepaid, a bond fund could have to invest the proceeds in securities with lower yields. Fixed income securities also carry inflation risk as well as credit and default risks for both issuers and counterparties. The interest payments of inflation-protected bonds are variable and usually rise with inflation and fall with deflation. Unlike individual bonds, most bond funds do not have a maturity date, so holding them until maturity to avoid losses caused by price volatility is not possible. In addition, investments in certain bond structures may be less liquid than other investments, and therefore may be more difficult to trade effectively. Credit Risk Changes in the financial condition of an issuer or counterparty, and changes in specific economic or political conditions that affect a particular type of security or issuer, can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. Municipal Bonds The municipal market can be significantly affected by adverse tax, legislative, or political changes, and by the financial condition of the issuers of municipal securities. Municipal bond funds normally seek to earn income and pay dividends that are expected to be exempt from federal income tax. If an Underlying Client is a resident in the state of issuance of the bonds held by the fund, interest dividends could also be exempt from state and local income taxes. Income exempt from regular federal income tax (including distributions from municipal and money market funds) can be subject to state, local, or federal alternative minimum tax. Certain funds normally seek to invest only in municipal securities generating income exempt from both federal income taxes and the federal alternative minimum tax; however, outcomes cannot be guaranteed, and the funds sometimes generate income subject to these taxes. For federal tax purposes, a fund’s distribution of gains attributable to a fund’s sale of municipal or other bonds is generally taxable as either ordinary income or long-term capital gains. Redemptions, including exchanges, can result in a capital gain or loss for federal and/or state income tax purposes. Tax code changes could impact the municipal bond market. Tax laws are subject to change, and the preferential tax treatment of municipal bond interest income could be removed or phased out for Underlying Clients at certain income levels. Because many municipal bonds are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market. Budgetary constraints of local, state, and federal governments on which the issuers are relying for funding can also impact municipal bonds. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions can directly impact the liquidity and valuation of municipal bonds. 30  Foreign Exposure Investing in foreign securities and securities of U.S. entities with substantial foreign operations are subject to interest rate, currency exchange rate, economic, tax, operational, regulatory, and political risks, all of which are likely to be greater in emerging markets. These risks are particularly significant for investment strategies that focus on a single country or region or emerging markets, or for clients who elect to increase foreign stock exposure. Foreign markets can be more volatile than U.S. markets and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates can also be extremely volatile. Foreign markets can also offer less protection to investors than U.S. markets. For example, foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers might not be available, and it could be difficult to secure dividends and information regarding corporate actions on a timely basis. Regulatory enforcement can be influenced by economic or political concerns, and investors could have difficulty enforcing their legal rights in foreign countries. Foreign governments may decide to seize or confiscate securities held by foreign investors or assets held by foreign issuers, restrict an investor's ability to sell or redeem securities, suspend or limit an issuer's ability to make dividend or interest payments, and/or limit or entirely restrict repatriation of invested capital, profits, and dividends. Furthermore, investments in securities of foreign entities can result in clients owning an interest in a “passive foreign investment company” (a “PFIC”). Underlying Clients holding an interest in a PFIC could be subject to additional tax liabilities and filing requirements as a result of such investments. The rules regarding investments in PFICs are complex, and Underlying Clients are urged to consult their tax advisors. Risks of Investing in American Depositary Receipts American Depositary Receipts (“ADRs”) are certificates evidencing ownership of shares of an underlying foreign issuer that are issued by depositary banks and generally trade on an established market in the U.S. or elsewhere. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs are subject to many of the risks associated with investing directly in foreign securities. The depositary bank can charge fees for various services, including forwarding dividends and interest, and for corporate actions. In addition, certain ADRs are not traded on a national securities exchange, can be less liquid than other investments, and could therefore be more difficult to trade effectively. Investing in ADRs can make it more difficult for U.S. persons to benefit from applicable treaty rates that could otherwise reduce withholding on any distributions from the underlying foreign issuer. Recovery of any extra foreign tax withheld can be costly and complex, and recovery might not be available for certain registration types such as individual retirement accounts. Derivatives Certain mutual funds, ETFs, collective investment trusts and Alternative Investments may contain derivatives. Generally speaking, a derivative is a financial contract whose value is 31  based on the value of a financial asset (such as a stock, bond, or currency), a physical asset (such as gold, oil, or wheat), or a market index (such as the S&P 500® Index). Investments in derivatives may result in different risks from, and possibly greater than, those of the underlying securities, assets, or market indexes. Derivatives could experience losses if the underlying securities, assets, or market indexes do not perform as anticipated, and changes in the value of a derivative might not correlate as anticipated with the underlying securities, assets, or market indexes, thereby reducing their effectiveness. Some derivatives may involve leverage because they can provide investment exposure in an amount exceeding the initial investment. As a result, the use of derivatives may be more volatile than a direct investment in the underlying financial asset, because leverage tends to exaggerate the effect of any increase or decrease in the value of the position. Leverage can magnify investment risks and cause losses to be realized more quickly, and a small change in the underlying security, asset, or market index can lead to significant losses. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. Derivative investments are subject to credit risks associated with the issuer of, or counterparty to, the derivative investment. Alternative Investments Alternative Investments are classified as assets whose investment characteristics and/or performance differ substantially from the primary asset classes (stocks, bonds, and other short- term investments) and therefore offer opportunities for additional diversification and returns, but that also offer increased volatility and risk of loss due to their nontraditional or complex investment strategies. Unregistered privately offered alternative investment vehicles include private equity, private real assets, private credit, and hedge funds, or similar investments (referred to as “private funds”). The performance of alternative investments can be volatile and private funds may have extremely limited liquidity opportunities. Such investments often have concentrated positions, invest in illiquid investments, and may carry higher risks. Underlying Clients should understand that some alternative investment products often engage in leverage and other speculative investment practices, including the use of derivatives (described above), that can magnify the risk of investment loss and volatility regardless of whether they are used for speculative investment purposes or for the hedging of risk. In addition, private funds require that investors transact at a price determined by a complex valuation process that may differ substantially across strategies and involve significant judgement by the manager. Please refer to the applicable private fund’s offering documents for additional information on the Alternative Investment and its related risks. Alternative Investments may present Underlying Clients with additional risks including, but not limited to, (i) longer term investment periods; (ii) limited or prohibited transferability of interests; (iii) limited operating histories; (iv) lack of diversification except as set forth in the investment’s offering documents; (v) portfolio allocations may depart significantly from target asset allocations; (vi) limited liquidity; and (vii) valuation risk, whereby potential discrepancies arise between the stated and true value of an Alternative Investment’s underlying investments. Alternative Mutual Funds Risks that may be associated with registered alternative mutual funds include, (i) leverage: leverage may enhance a fund’s returns in up markets but exacerbate returns in a bad market. 32  Some investment managers with leverage inherent in their portfolios may experience “margin call” types of actions in the event of liquidity dry-ups or if certain counterparties cannot provide the leverage needed; (ii) shorting: certain securities may be difficult to sell short at the price that the investment manager would prefer to execute a trade. A short position may have the possibility of an infinite loss if a security continues to go up in price and the manager does not cover; (iii) security valuation: certain securities held in alternative mutual funds, such as derivatives or thinly traded stocks, bonds, or swaps, may not have a market to permit the investment manager to trade it quickly in case of fund redemptions. High bid/ask spreads or the lack of another buyer/seller to take the opposite position of a thinly traded security could cause inaccurate estimates in underlying security valuation by the administrator; and (iv) nightly reconciliation: the use of thinly traded securities, shorting and leverage may make it difficult for some alternative funds, based on their investment strategy, to provide accurate nightly Net Asset Values (“NAVs”) for the mutual fund. Limited liquidity and illiquid registered alternative mutual funds are subject to additional risks. These funds cannot be redeemed outside of the designated liquidity window. Although the funds can implement a periodic share repurchase program, there is no guarantee that an investor will be able to redeem all of the shares that the investor desires to sell. These funds are designed primarily for long-term investors and not as a trading vehicle. The funds can invest in or hold instruments that are illiquid (generally, those securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the fund has valued the securities). For the specific risks associated with these funds, please see the funds’ prospectus. Allocation Drift Risk The degree to which portfolio asset weights drift over time is dependent upon a variety of factors, including market movements and inclusion of illiquid investments. As illiquid investments in a portfolio change in value, such investments make up an increasing or decreasing percentage of the overall portfolio. Recalibrating drift and rebalancing portfolios that include illiquid investments may be restricted due to the illiquid investments’ subscription and redemption windows. Real Estate Real estate is a cyclical industry that is sensitive to interest rates, economic conditions (both nationally and locally), property tax rates, and other factors. Changes in real estate values or economic downturns can have a significant negative effect on issuers in the real estate industry including REITs. Commodity-Linked Investing Commodity-linked investments can be leveraged and can be more volatile and less liquid than the underlying commodity, instruments, or measures. The performance of commodity-linked investments can be affected by the performance of individual commodities and the overall commodities markets, as well as by weather, political, tax, and other regulatory and market developments. A commodity-linked investment is subject to credit risks associated with the 33  issuer of, or counterparty to, the commodity-linked investment. The commodities industries can be significantly affected by the level and volatility of commodity prices; the rate of commodity consumption; world events including international monetary and political developments; import controls, export controls, and worldwide competition; exploration and production spending; and tax and other government regulations and economic conditions. Currency Exposure Certain funds, ETFs and collective investment trusts can be exposed to foreign currencies and, as a result, could experience losses based solely on the relative strength or weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between foreign currencies and the U.S. dollar. Currency transactions tied to emerging markets can present market, credit, liquidity, legal, political, and other risks different from, or greater than, the risks of currency transactions tied to developed foreign countries. Portfolio Turnover Risk Certain strategies engage in active and frequent trading leading to increased portfolio turnover, higher transaction costs, and the possibility of increased capital gains, including short-term capital gains that are generally taxable as ordinary income. The effects of higher portfolio turnover may adversely affect Underlying Client account performance. Model Overlay Risks There are risks associated with model implementation for model-traded accounts. The implementation of a model in an Underlying Client’s account relies on the Intermediary’s ability to purchase the investments in the model provider’s portfolio recommendations. This may not be possible due to liquidity constraints or aggregate holdings limitations, among other reasons. This could result in deviation of performance between the model and the Underlying Client’s accounts. Legislative and Regulatory Risk Investments could be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations could impact the securities markets as a whole, specific industries, or individual issuers of securities. Generally, the impact of these changes will not be fully known for some time. Sustainable Strategies Risk Investing based on sustainability factors may cause an account to forgo certain investment opportunities available to accounts that do not use such criteria. Because of the subjective nature of sustainable investing, there can be no guarantee that criteria used by FIWA or a third-party, as applicable, in its sustainable strategies will reflect the beliefs or values of any particular account. Additionally, FIWA relies upon information and data obtained through third-party reporting, which, if incomplete or inaccurate, could result in FIWA imprecisely evaluating an issuer’s practices with respect to material sustainability factors. 34  Cybersecurity Risks With the increased use of technologies to conduct business, FIWA and its affiliates are susceptible to operational, information security, and related risks. These risks could include events that are wholly or partially beyond our control and may have a negative effect on our ability to conduct business activities. We believe that we have taken reasonable steps to mitigate these risks, but do not believe that we can eliminate them altogether. In general, cyber incidents can result from deliberate attacks or unintentional events that can arise from external or internal sources. The increasing sophistication and accessibility of technology, including tools leveraging artificial intelligence, can be exploited by malicious actors to enhance the scale and impact of cyber-attacks. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment, or systems; and causing operational disruption. Cyber-attacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting FIWA, its affiliates, or any other service providers (including but not limited to accountants, custodians, transfer agents, and financial intermediaries used by Fidelity or by an issuer of securities) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate asset prices, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which an account invests, counterparties with which an account engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers), and other parties. Artificial Intelligence and Large Language Models Risk The Alternative Investment research process employed by FIWA includes gathering, cleaning, culling and analyzing large amounts of data from external public sources and/or third-party data providers, including, in some instances, through the use of generative artificial intelligence ("AI") and large language models ("LLM"). It is not possible or practicable, however, to factor all relevant, available data into economic forecasts or research decisions. In addition, due to the automated nature of this data gathering and the fact that much of this data comes from third-party sources, it is inevitable that not all desired or relevant data will be available to, or processed by, FIWA at all times. Investors should be aware that there is no guarantee that the data used in generating forecasts or making research decisions will be the most accurate data available or even free of errors. Furthermore, the use of AI and LLMs may require training of the models to be used in the research process and proper engagement by analysts in order to yield the desired outcome. There can be no guarantee that LLMs can be trained to address all scenarios or that they will provide complete and accurate responses in all situations. AI and LLMs are subject to various risks, including (1) the data used to train LLMs suffers inaccuracies, biases, or flaws that may cause the AI model to respond other than as intended; (2) weak controls in the development 35  and use of AI allow it to be deployed for use cases for which it was not intended; and (3) the AI may provide inaccurate or fabricated responses to queries it is unable to process. Fidelity has adopted a Generative AI policy and governance framework so that the use of AI and LLMs is targeted and limited, and that AI and LLMs are trained using known and appropriate data sources and are subject to controls and oversight, which helps ensure that the use of AI and LLMs is but one input into the research process. Investors should assume that the foregoing limitation and risks associated with gathering, cleaning, culling and analyzing of large amounts of data from third-parties and other external sources, and the use of AI and LLMs, are an inherent part of investing. There may also be incidents where data fails to load or internal systems fail to retrieve or capture the data, for example, because of changes in the vendor’s or FIWA’s system configurations due to upgrades, enhancements, maintenance, or errors, or that LLMs provide incorrect information in response to certain prompts. Investors should assume that these data errors, like other system implementation errors, and their ensuing risks and impact are an inherent part of investing. Accordingly, unless otherwise required to do so, FIWA does not expect to disclose discovered data errors to clients. Operational Risks Operational risks include risk of loss arising from failures in internal processes, people, or systems, such as routine processing incidents or major systems failures, or from external events, such as exchange outages. For example, computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems, including those FIWA outsources to other providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors. These factors could include events that are wholly or partially beyond FIWA’s control and may have a negative impact on our ability to conduct business activities. Though losses arising from operating, information or technology systems failures could adversely affect an Underlying Client account’s performance, such losses would likely not be reimbursable under FIWA’s policies. Algorithms can be used by FIWA and its affiliates and contribute to operational risks. There is a risk that the data input into the algorithms could have errors, omissions, or imperfections, or that the algorithms do not operate as intended. Any decisions made in reliance on incorrect data or algorithms that do not operate as intended can expose Underlying Clients to potential risks. Issues in the algorithm are often extremely difficult to detect and can go undetected for long periods of time or never be detected. These risks are mitigated by testing and human oversight of the algorithms and their output. FIWA believes that the oversight, testing, and monitoring performed on algorithms and their output will enable the parties described above to identify and address issues appropriately. However, there is no assurance that the algorithms will always work as intended. Tax-Aware Risk The Fidelity Model Portfolios Solutions do not attempt to consider the effect of income taxes on performance or returns and do not reflect any opinion on the tax‐appropriateness of Fidelity Model Portfolios Solutions for any Underlying Client. Fidelity Model Portfolios Solutions do not consider the effect of taxes, fees and/or expenses associated with investing. Underlying Clients should consult with their investment or tax advisor, if applicable, prior to taking any action. 36  Valuation Risk The NAV of a fund on a particular date may differ from the NAV that would be realized if the fund’s assets were liquidated as of such date. Volatile market conditions could result in limited market liquidity, which may result in lower liquidation values of a fund’s assets than the values of such assets as calculated in a fund’s NAV. Errors Although FIWA and its affiliates take reasonable steps to avoid errors, occasionally errors do occur. FIWA maintains policies and procedures that address the identification and correction of errors, consistent with applicable standard of care, to ensure that FIWA’s Clients are treated fairly when an error has been detected. FIWA seeks to identify errors and works with appropriate parties to correct errors as quickly as is reasonably possible. FIWA will evaluate each situation independently. The determination of whether an incident constitutes an error is made by FIWA or its affiliates, in their sole discretion. DISCIPLINARY INFORMATION There are no legal or disciplinary events that are material to an Intermediary’s or prospective Intermediary’s evaluation of FIWA’s business or the integrity of its management personnel. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS FIWA is a wholly owned subsidiary of FMR LLC, a Delaware limited liability company that, together with its affiliates and subsidiaries, is generally known to the public as “Fidelity Investments” or “Fidelity.” Various direct or indirect subsidiaries of FMR LLC are engaged in investment advisory, brokerage, banking, or insurance businesses. From time to time, FIWA or Intermediaries will have material business relationships with the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of FIWA serve as officers and/or employees of affiliated companies that are engaged in various aspects of FMR LLC’s businesses. In addition, FIWA or its affiliates provide certain investment management personnel to or use the investment management personnel of certain affiliates under personnel sharing arrangements or other inter-company agreements. FIWA is not registered as a broker-dealer, municipal adviser, futures commission merchant, commodity pool operator, or commodity trading advisor, nor does it have an application pending to register as such. Certain management persons of FIWA are registered representatives, employees, and/or management persons of FBS, NFS, and/or FDC, who are FIWA affiliates and registered broker-dealers. 37  FIWA has, and Intermediaries could have, a material relationship with the following affiliated companies: Investment Companies and Investment Advisers • Fidelity Management & Research Company LLC (“FMR”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FMR principally provides portfolio management services as an adviser or sub-adviser to registered investment companies. FMR also provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR or its affiliates provide certain administrative services to its other affiliates, including, but not limited to, securities execution, investment compliance and proxy voting. FMR also provides model portfolio construction services to FIWA in connection with the Fidelity Model Portfolio Solutions. • FIAM LLC (“FIAM”), a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act, and is registered with the Central Bank of Ireland. FIAM provides investment management services, including sub-advisory services to certain of FIWA’s affiliates. FIAM provides investment advice to FIWA in connection with FIWA’s target date advice services, however, FIAM does not act in an ERISA fiduciary capacity in such regard. • FMR Investment Management (UK) Limited (“FMR UK”), an indirect wholly owned subsidiary of FMR, is registered as an investment adviser under the Advisers Act and is authorized by the U.K. Financial Conduct Authority to provide investment advisory and portfolio management services. FMR UK provides investment advisory and portfolio management services to certain collateralized loan obligation (“CLO”) issuers and as a sub-adviser to certain of FMR’s clients, including investment companies in the Fidelity group of funds, and provides trading services to FMR and its affiliates. FMR UK provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR UK is also authorized to undertake insurance mediation as part of its benefits consulting business. FMR UK is also registered with the Central Bank of Ireland. • Fidelity Management & Research (Japan) Limited (“FMR Japan”), a direct wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Japan Financial Services Agency (Kanto Local Finance Bureau) to provide investment advisory and discretionary investment management services. FMR Japan supplies investment research and investment advisory information and provides discretionary investment management services to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. 38  • Fidelity Management & Research (Hong Kong) Limited (“FMR Hong Kong”), a wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and is authorized by the Hong Kong Securities & Futures Commission to advise on securities, dealing in futures contracts, provide asset management services, and conduct trading services. FMR Hong Kong provides investment advisory or portfolio management services as a sub-adviser with respect to certain clients of FIWA’s affiliates, including investment companies in the Fidelity group of funds, and provides trading services to its affiliates. FMR Hong Kong provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. • Strategic Advisers LLC (“Strategic Advisers”), a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, is a registered investment adviser under the Advisers Act. Strategic Advisers is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and is a member of the National Futures Association (“NFA”). Strategic Advisers provides discretionary and non-discretionary advisory services and acts as the investment manager to registered investment companies that invest in affiliated and unaffiliated funds. Strategic Advisers serves as the sponsor and discretionary manager to investment advisory programs and can retain the services of affiliated and unaffiliated sub-advisers and model providers for its advisory programs. Strategic Advisers provides model portfolio construction services to FIWA in connection with the Fidelity Model Portfolio Solutions. • Fidelity Diversifying Solutions LLC (“FDS”), a wholly owned subsidiary of FMR LLC, is a registered investment adviser under the Advisers Act. FDS is registered with the CFTC under the Commodity Exchange Act of 1936, as amended (“CEA”), as a CPO and a commodity trading adviser (“CTA”). FDS is a member of the NFA. FDS provides discretionary advisory and sub-advisory services. Participating Affiliates • Fidelity Business Services India Private Limited (“FBS India”), with its registered office in Bangalore, is incorporated under the laws of India and is ultimately owned by FMR LLC through certain of its respective direct or indirect subsidiaries. Certain employees of FBS India (FBS India Associated Employees) may from time to time provide certain research services for FIWA, which FIWA provides to its customers. FBS India is not registered as an investment adviser under the Advisers Act, and is deemed to be a “Participating Affiliate” of FIWA (as this term has been used by the U.S. Securities and Exchange Commission’s Division of Investment Management in various no-action letters granting relief from the Advisers Act’s registration requirement for certain affiliates of registered investment advisers). FIWA deems FBS India and certain of its employees as associated persons of FIWA within the meaning of Section 202(a)(17) of the Advisers Act, because FBS India, through such employees, contribute to FIWA’s research process and may have access to information concerning investment research 39  reports and ratings prior to the dissemination of such reports and ratings to FIWA’s customers. As a Participating Affiliate of FIWA, FBS India has agreed to submit itself to the jurisdiction of United States courts for actions arising under U.S. securities laws in connection with investment advisory activities conducted for FIWA’s customers. FIWA maintains a list of the employees of FBS India whom it has deemed associated persons, which it will make available to current and prospective U.S. clients upon request. Broker-Dealers • Fidelity Global Brokerage Group, Inc. (“FGBG”), a wholly-owned subsidiary of FMR LLC, wholly-owns six broker-dealers: Fidelity Brokerage Services LLC, National Financial Services LLC, Fidelity Distributors Company LLC, Fidelity Prime Financing LLC, Digital Brokerage Services LLC and Green Pier Fintech LLC. FGBG acts as a holding company and provides certain administrative services to various FIWA affiliates. • FDC, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”). FDC is the principal underwriter for BDCs and general distributor of shares of the Fidelity family of registered investment companies (including open-end mutual funds, ETFs, and closed-end funds). FDC markets products such as mutual funds, ETFs, closed-end funds, private funds, and commingled pools advised by FIWA’s affiliates, or certain unaffiliated advisers to certain third-party financial intermediaries and institutional investors. Pursuant to an agreement, FDC receives compensation for Intermediary referrals to certain Fidelity Model Portfolio Solutions. • NFS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and is a fully disclosed clearing broker-dealer. As such, NFS provides clearing, settlement, and execution services for other broker-dealers, including its affiliate FBS. Fidelity Capital Markets (“FCM”) is a division of NFS that provides trade executions for Fidelity affiliates and other advisory clients. Additionally, FCM operates CrossStream®, an alternative trading system that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. NFS provides transfer agent or sub transfer agent services and other custodial services to certain of FIWA’s or FIWA’s affiliates’ clients. NFS may provide securities lending services to certain of FIWA’s or FIWA’s affiliates’ clients. Additionally, NFS provides prime brokerage services to certain of FIWA’s or FIWA’s affiliates’ clients. • LeveL Markets, LLC, a registered broker-dealer and operator of alternative trading systems (“ATS”), operates the Luminex ATS and the LeveL ATS, which allow orders submitted by their subscribers to be crossed against orders submitted by other subscribers. LeveL Markets, LLC is a wholly owned subsidiary of LeveL Holdings, LLC. FGBG and FMR Sakura Holdings, Inc., both wholly owned subsidiaries of FMR LLC, along with other third-party financial institutions, have ownership interests in LeveL Holdings, LLC. LeveL Markets, LLC charges a commission to both sides of each trade executed in the Luminex ATS and LeveL ATS. NFS serves as a clearing agent for transactions executed in the Luminex ATS. 40  • FBS, a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act and provides brokerage products and services, including the sale of shares of investment companies advised by FMR to individuals and institutions including retirement plans. In addition, FBS distributes variable insurance products that are issued by FMR’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company (“EFILI”), as well as by third party insurance companies that are not affiliated with any Fidelity Investments company. • Digital Brokerage Services LLC (“DBS”), a wholly owned subsidiary of FGBG, which in turn is wholly owned by FMR LLC, is a registered broker-dealer under the Exchange Act. DBS provides securities brokerage services to a retail customer base through digital mobile application-based brokerage platform. DBS clears all customer transactions through Green Pier Fintech LLC, an affiliated registered broker-dealer, on a fully disclosed basis. Insurance Companies or Agencies • FILI, a wholly owned subsidiary of FMR LLC, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA affiliates. • EFILI, a wholly owned subsidiary of FILI, is engaged in the distribution and issuance of life insurance and annuity products that offer shares of investment companies managed by FIWA affiliates to residents of New York. • FIA, a wholly owned subsidiary of FMR LLC, is engaged in the business of selling life insurance and annuity products of affiliated and unaffiliated insurance companies. Banking Institutions • Fidelity Management Trust Company (“FMTC”), a wholly owned subsidiary of FMTC Holdings LLC, which in turn is wholly owned by FMR LLC, is a limited-purpose trust company organized and operating under the laws of The Commonwealth of Massachusetts, provides non-discretionary trustee and custodial services to employee benefit plans and individual retirement accounts, and discretionary investment management services to institutional clients and acts as trustee and investment manager of collective investment trusts and separate accounts. FIWA provides non- discretionary investment management services to FMTC as part of FMTC’s Fidelity Flex workplace savings plan fiduciary offering. • Fidelity Personal Trust Company, FSB, a wholly owned subsidiary of Fidelity Thrift Holding Company, Inc., which in turn is wholly owned by FMR LLC, is a federal savings bank that offers fiduciary services to its customers that include trustee or co‐trustee services, custody, principal and income accounting, investment management services, and recordkeeping and administration. 41  • Fidelity Institutional Asset Management Trust Company (“FIAMTC”), a trust company organized under the laws of the State of New Hampshire, provides investment management services principally for institutional clients including employee benefit plans and acts as trustee and investment manager of its collective investment trusts. FIAM TC is a wholly owned subsidiary of FIAM Holdings LLC, which in turn is wholly owned by FMR LLC. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING FIWA has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to officers, directors, employees (including certain contractors), and other supervised persons of FIWA and requires that they place the interests of clients above their own. The Code of Ethics establishes securities transaction requirements for all covered employees and their covered persons, including their spouses. More specifically, the Code of Ethics contains provisions requiring the following: • Standards of general business conduct reflecting the investment advisers’ fiduciary obligations; • Compliance with applicable federal securities laws; • Employees and their covered persons move their covered accounts to FBS unless an exception exists or prior approval is obtained; • Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information; • Prohibition of purchasing securities in initial public offerings unless an exception has been approved; • Reporting of Code of Ethics violations; and • Distribution of the Code of Ethics to all supervised persons, documented through acknowledgments of receipt. Core features of the Code of Ethics generally apply to all Fidelity employees. The Code of Ethics also imposes additional restrictions and reporting obligations on certain advisory personnel, research analysts, and portfolio managers. Such restrictions and reporting obligations include (i) the preclearing of transactions in covered securities with limited exceptions, (ii) a prohibition on investments in limited offerings without prior approval, (iii) a prohibition on personal trading by a portfolio manager within seven days before or after a trade in any covered security of the same issuer by a fund or account managed by such portfolio manager except in limited circumstances, (iv) the reporting of transactions in covered securities on a quarterly basis with limited exceptions, (v) the reporting of securities accounts and holdings of covered securities at the time of hire and annually thereafter, (vi) restricts the selling short of a covered security, and (vii) the disgorgement of profits from short-term transactions with limited exceptions. Violation of the Code of Ethics requirements can also result in the imposition of remedial action. The Code of Ethics will generally be supplemented 42  by other relevant Fidelity policies, including the Policy on Inside Information, Rules for Broker- Dealer Employees, and other written policies and procedures adopted by Fidelity and FIWA. A copy of the Code of Ethics will be provided on request. From time to time, Fidelity personnel can buy or sell securities for themselves and also recommend those securities to clients. The conflicts of interest involved in such activities are contemplated in the Code of Ethics and other relevant Fidelity policies. In particular, the Code of Ethics and other Fidelity policies are designed to make it clear to Fidelity personnel that they should never place their personal interests ahead of Fidelity’s clients in an attempt to benefit themselves or another party. The Code of Ethics and other Fidelity policies impose sanctions if these requirements are violated. From time to time, in connection with our business, certain Fidelity personnel may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, Fidelity has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals and other employees. In addition, Fidelity has implemented a Corporate Gifts & Entertainment Policy intended to set standards for business entertainment and the giving or receiving of gifts, help employees make sound decisions with respect to these activities, and ensure that the interests of Fidelity’s clients come first. Similarly, to support compliance with applicable “pay-to-play” rules, Fidelity has implemented a Personal Political Contributions & Activities policy which requires employees to pre-clear political contributions and activities. Fidelity also has a Global Anti- Corruption Policy regarding commercial bribery and bribery of government officials that prohibits directly or indirectly giving, offering, authorizing, promising, accepting, or receiving any bribe, facilitation payment, kickback, or payoff (whether in cash or any other form) with the intent to improperly obtain or retain business or any improper advantage. BROKERAGE PRACTICES Fidelity Model Portfolio Solutions FIWA does not execute transactions in connection with the Fidelity Model Portfolio Solutions, nor does it recommend or select broker-dealers for purposes of implementing any non- discretionary investment advice provided with regard to the Fidelity Model Portfolio Solutions. Each Intermediary and/or Underlying Clients are responsible for determining whether and how to implement a particular Fidelity Model Portfolio Solution, including broker-dealer selection. FIWA has adopted model update communication policies and procedures designed to ensure that updates to the Fidelity Model Portfolio Solutions are provided to Platforms and Intermediaries on a rotational basis in a fair and equitable manner over time, such that no client is advantaged over any other client in the receipt of such updates over time. To the 43  extent a Platform or Intermediary instructs FIWA that a third-party should receive Fidelity Model Portfolio Solutions updates on their behalf, FIWA’s delivery of Fidelity Model Portfolio Solutions updates to that Platform or Intermediary is deemed complete when delivered to the third-party designee. FIWA reserves the right to use the services of a third-party to disseminate updates to its Fidelity Model Portfolio Solutions to Platforms and Intermediaries, which has been directed to follow such policies and procedures under FIWA’s oversight. Plan Investment Lineup Services and Target Date Advice Services FIWA does not execute transactions in connection with the plan lineup services or its target date advice services. REVIEW OF ACCOUNTS Fidelity Model Portfolio Solutions The composition of the Fidelity Model Portfolio Solutions is reviewed periodically and updated in accordance with their mandates, or more often if appropriate. Adjustments may be made as necessary to address Underlying Fund corporate actions (i.e., fund mergers and closures) or in times of market disruption or distress within the parameters of the Fidelity Model Portfolio Solutions. Custom Fidelity Model Portfolio Solutions are updated or rebalanced as described in the agreement FIWA has entered into with the Intermediary. FIWA does not have an advisory or client relationship with the Underlying Clients and is not responsible for reviewing the accounts of Underlying Clients that invest in the Fidelity Model Portfolio Solutions. Each Intermediary is responsible for reviewing its Underlying Clients’ portfolios on an individual basis, given the Underlying Client’s specific circumstances. Plan Investment Lineup Services With respect to the Fidelity Advantage 401(k) and Fidelity Flex programs, FIWA reviews the underlying funds on an ongoing basis, with periodic reporting as applicable. Target Date Advice Services With respect to FIWA’s target date advice services, FIWA reviews its non-discretionary investment recommendations with its clients as described in the particular client agreement. 44  CLIENT REFERRALS AND OTHER COMPENSATION Fidelity Model Portfolio Solutions The fees received from investment in the Fidelity Funds or unaffiliated mutual funds included in Fidelity Model Portfolios will be shared by affiliates involved in distributing and advising both the Fidelity Model Portfolios and the Fidelity Funds, including FDC, FIWA, FMR, and Strategic, as applicable. In certain cases, Fidelity will share revenue on Fidelity Funds included in Fidelity Model Portfolios with Intermediaries as agreed upon. FIWA may compensate or share revenue with the Intermediaries and Platforms that utilize or enable the Fidelity Model Portfolio Solutions in some but not all cases, depending on the particular Intermediary’s requirements and business arrangements for making available the Fidelity Model Portfolio Solutions to the Intermediaries’ Underlying Clients. As noted above, FIWA has no advisory or client relationship to the Intermediaries’ Underlying Clients. FIWA or its affiliates compensate unaffiliated parties for marketing the Fidelity Model Portfolio Solutions on such parties’ managed account platforms or through other venues. In such cases, such marketing is treated as an endorsement and conducted in compliance with applicable law. Please see the Advisory Business section above for details on the compensation FIWA and its affiliates receive from sales of certain of the Underlying Funds that are included in the Fidelity Model Portfolios. Fidelity Institutional Model SMAs FIWA charges an advisory fee for the provision of the Fidelity Institutional Model SMAs which is paid by the Intermediaries that use the Fidelity Institutional Model SMA with its Underlying Clients. The fee FIWA receives derives from the advisory fee the Intermediary charges its Underlying Clients for advisory services. In the case of FMAX and FMAX Essentials, FIWA does not charge a separate fee for the Fidelity Institutional Model SMAs; however, end investors pay a program fee which generally includes all of FIWA’s services to that platform, including access to the Fidelity Institutional Model SMAs. Please refer to the Intermediary’s Form ADV 2A brochure or FIWA’s Form ADV 2A brochures for the FMAX or FMAX Essentials platform, as applicable, for additional information on such fees and expenses. Fees can be negotiated or waived in certain circumstances. Fees received from utilization of the Fidelity Institutional Model SMAs will be shared by affiliates involved in distributing and advising the Fidelity Institutional Model SMAs, including FDC and FMR. Plan Investment Lineup Services As noted in the section entitled “Fees and Compensation,” as compensation for its investment advisory services under the Fidelity Flex and Fidelity Advantage 401(k) programs, FIWA receives an advisory fee paid by its affiliates to compensate FIWA for its investment management activities for such programs. In such cases, a portion of the fee received by 45  FIWA is paid to the investment advisers of the Flex Funds, including FMR, that are included in investment lineups of such programs. FIWA’s rate of compensation under its arrangement with such affiliates does not vary based on the funds selected by FIWA to be included in such plan lineup. Target Date Advice Services Please see the section titled “Fees and Compensation” for a description of the compensation FIWA will receive for provision of its target date advice services and as described in the particular client arrangement. CUSTODY FIWA does not maintain custody of any assets in connection with Fidelity Model Portfolio Solutions, plan lineup services or with its target date advice services. INVESTMENT DISCRETION Fidelity Model Portfolio Solutions FIWA does not exercise investment discretion with respect to the Fidelity Model Portfolio Solutions. FIWA provides non-discretionary investment advice to Intermediaries through the Fidelity Model Portfolio Solutions. Any decision as to whether and how to implement the non- discretionary investment advice provided through the Fidelity Model Portfolio Solutions is made solely by the Intermediary and/or the Underlying Client. Plan Investment Lineup Services FIWA does not exercise investment discretion with respect to plan lineup services. When recommending combinations of investment options for the Fidelity Flex and Fidelity Advantage 401(k) programs, FIWA selects from among those Fidelity funds that are eligible to be included in such programs. For the Fidelity Flex program, plan sponsors are responsible for implementing the investment lineups for their plans. For the Fidelity Advantage 401(k) program, FWS as plan sponsor is responsible for implementing the plan’s investment lineup as determined by employers participating in the plan. FIWA periodically reviews the investment lineups available to employee benefit plans under the Fidelity Flex and Fidelity Advantage 401(k) programs and will, from time to time, modify a lineup by adding, removing, or replacing certain funds. 46  Target Date Advice Services FIWA does not exercise investment discretion with respect to target date advice services. When providing asset allocation and Target Date Underlying Fund recommendations, FIWA selects from among those Target Date Underlying Funds that are eligible to be included in such an arrangement and as described in that particular client agreement. VOTING CLIENT SECURITIES Because FIWA does not have investment discretion over any portfolios in connection with Fidelity Model Portfolio Solutions, plan lineup services or target date advice services, it does not vote proxies for any accounts in connection with these services. FINANCIAL INFORMATION FIWA does not solicit prepayment of client fees greater than 6 months in advance. FIWA is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. REQUIREMENTS FOR STATE-REGISTERED ADVISERS FIWA is not registered with any state securities authority. 47