FIDELITY INSTITUTIONAL WEALTH ADVISER LLC

Fidelity Institutional Custom SMAs Fidelity Institutional Wealth Adviser LLC 245 Summer Street Boston, MA 02210 (617) 563-7000 June 23, 2025 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 June 23, 2025. 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 June 23, 2025. 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 ....................................................................................................................... 19 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................................................................ 19 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .......................................................................................................................................................... 24 BROKERAGE PRACTICES .............................................................................................................................. 25 REVIEW OF ACCOUNTS ................................................................................................................................. 26 CLIENT REFERRALS AND OTHER COMPENSATION ................................................................................... 26 CUSTODY ......................................................................................................................................................... 27 INVESTMENT DISCRETION ............................................................................................................................ 27 VOTING CLIENT SECURITIES ........................................................................................................................ 28 FINANCIAL INFORMATION .............................................................................................................................. 29 REQUIREMENTS FOR STATE-REGISTERED ADVISERS ............................................................................ 29 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. 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 certain portion of assets retained in cash subject to FMR’s discretion. Clients can select from different equity or fixed income Fidelity Institutional Custom SMAs strategies based on their market exposure needs. 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. A state-preference option is also available for eligible clients. With the state preference option, state tax-exempt income is emphasized over national diversification. For Clients that use equity strategies and elect to 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. Clients can select the level of tax management for their Account based on their tax management needs and risk 4  considerations. 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 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 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 selected strategy’s benchmark. 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 reasonable 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 April 30, 2025, FIWA managed $7,280,730,970 of client assets on a discretionary basis. As of April 30, 2025, FIWA did not have any non-discretionary regulatory assets under management. FEES AND COMPENSATION 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 an equity strategy is 16 – 28 bps and for a fixed income strategy is 18 – 30 bps. Investment management fees will vary based on a variety of factors, including portfolio 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. 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. 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 entitled “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 model provider directly. 6  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, including trades for other accounts or products it manages, on the other hand. Please see the FMR Form ADV Brochure for information on the conflicts of interest related to its discretionary management investment services. Under the U.S. Investment Advisers Act of 1940, 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 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. 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, 7  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, FMR seeks to approximate the pre- tax risk and return characteristics of the benchmark. 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 are deployed. 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 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. 8  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 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 certain ETF providers for 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 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 9  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. term instruments and can decline significantly in response to ‐ ‐ Investing involves risk, including the risk of loss. Generally, among asset classes stocks are more volatile than bonds or short 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. SMAs may have additional risks. 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 low or negative interest rates, from time to time, which may magnify interest rate risk for the markets as a whole and for strategies. All strategies are ultimately affected by impacts to the individual issuers, such as changes in 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 10  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 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. 11  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, through either direct exposure or indirect effects on U.S. markets from events abroad. 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. Investments 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 international, emerging markets or frontier markets funds’ exposure to a particular country or region) are more significantly impacted by events affecting those industries or 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. The value of securities of issuers in the real estate industry can be affected by changes in real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, overbuilding, extended vacancies of properties, and the issuer's management skill. 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. Concentrated, non-diversified or sector strategies investing more of their assets in a few holdings involve additional risks, including share price fluctuations, because of the increased concentration of investments. The lack of industry diversification subjects the Client to increased industry-specific risks. Accounts that employ equity and fixed income stand-alone 12  strategies are expected to have increased risk and volatility as compared with Accounts that hold a mixture of equities and fixed income investments. 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 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: 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. 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. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. 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 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. ETFs can also have unique risks depending on their structure and underlying investments. 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 13  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 as a whole as a result of 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 may be 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. 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 14  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. 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. 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). Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indexes, have been trading on regulated exchanges for decades. These types of derivatives are standardized contracts that can easily be bought and/or sold, and whose market values are determined and published daily. Non-standardized derivatives (such as swap agreements), on the other hand, tend to be more specialized or complex, and can be more difficult to value and illiquid. Derivatives could involve leverage because they can provide investment exposure in an amount exceeding the initial 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 Investments 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 15  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. Illiquid Investments Illiquid securities sometimes trade infrequently in the secondary market. 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. 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. 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 Fidelity 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 16  vendor's industry and product line definitions (which may vary from those of Fidelity) 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, Fidelity relies upon information and data obtained through third-party reporting, which, if incomplete or inaccurate, could result in Fidelity 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 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. 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 or gains for client accounts, those client accounts may bear such losses or gains depending on the particular circumstances. If transitions of assets into a Client’s 17  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 despite taking reasonable steps to mitigate them. In general, cyber incidents can result from deliberate attacks or unintentional events that can arise from external or internal sources. 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 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 can 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 18  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 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 unaffiliated broker- dealers/custodians 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. 19  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 Investment Advisers Act of 1940 (the “Advisers Act”). FMR provides investment management services, including to registered investment companies in the Fidelity group of funds and to clients of other affiliated and unaffiliated advisers. FMR also provides model portfolio construction services to FIWA in connection with the 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 to registered investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. • FMR Investment Management (UK) Limited (“FMR UK”), an indirect, wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act, has been authorized by the U.K. Financial Conduct Authority to provide investment advisory and asset management services, and is registered with the Central Bank of Ireland. 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. • Fidelity Management & Research (Japan) Limited (“FMR Japan”), a wholly owned subsidiary of FMR, is a registered investment adviser under the Advisers Act and has been authorized by the Japan Financial Services Agency (Kanto Local Finance Bureau) to provide investment advisory and discretionary investment management services. FMR Japan provides investment management services, including to registered 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 has been authorized by the Hong Kong Securities & Futures Commission to advise on securities and to provide asset management services. FMR Hong Kong provides investment management services, including to registered investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. 20  • 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”) under the Commodity Exchange Act of 1936 (“CEA”), as a commodity pool operator (“CPO”). Strategic Advisers 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 CEA, as a CPO and a commodity trading adviser (“CTA”). FDS is a member of the NFA. FDS provides portfolio management services as an adviser and, where required, a CPO to registered investment companies, unregistered investment companies (private funds), business development companies (“BDCs”) and separately managed accounts. 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 each of the FBS India Associated Employees as “associated persons” of FIWA within the meaning of Section 202(a)(17) of the Advisers Act. FBS India Associated Employees and FBS India, through such employees, may 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 United States securities laws in connection with investment advisory activities conducted for FIWA’s customers. FIWA maintains a list of FBS India Associated Employees whom FBS India has deemed “associated persons,” and FIWA will make the list available to its current 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 21  LLC, Digital Brokerage Services LLC and Green Pier Fintech 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 Kezar Markets, LLC. Transactions for certain clients of FIWA, as well as clients of FIWA’s affiliates, are executed through two alternative trading systems, the LeveL ATS and the Luminex ATS, that are both operated by Kezar Trading, LLC, a wholly owned subsidiary of Kezar Markets, LLC. • 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 FMR, its 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. NFS is a fully disclosed clearing broker-dealer that provides clearing, settlement, and execution services for other broker-dealers, including its affiliates FBS and Digital Brokerage Services LLC. Fidelity Capital Markets (“FCM”), a division of NFS, provides trade executions for Fidelity affiliates and other 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. FCM may charge a commission to both sides of each trade executed in CrossStream®. CrossStream® is used to execute transactions for certain FIWA advisory clients and FIWA’s affiliates’ investment company and other advisory clients. NFS also provides securities lending services to certain of FMR’s or FMR’s affiliates’ clients and may borrow securities from affiliated and unaffiliated funds. NFS provides transfer agent or subtransfer agent services and other custodial services to certain Fidelity 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. • Kezar Trading, 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. Kezar Trading, LLC is a wholly owned subsidiary of Kezar Markets, LLC. Fidelity Global Brokerage Group, Inc. and FMR Sakura Holdings, Inc., both wholly owned subsidiaries of FMR LLC, along with other third-party financial institutions, have ownership interests in Kezar Markets, LLC. Kezar Trading, 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 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. 22  • 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 registered investment companies, in the Fidelity group of funds to individuals and institutions, including retirement plans administered by Fidelity affiliates. In addition, along with Fidelity Insurance Agency, Inc. (“FIA”), FBS distributes insurance products, including variable annuities, which are issued by Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company® (“EFILI”), both Fidelity affiliates. FBS provides shareholder services to certain of Fidelity’s clients. Pursuant to a referral agreement and for compensation FBS acts as a solicitor for the Fidelity Institutional Custom SMAs. • Digital Brokerage Services LLC (“DBS”), a wholly owned subsidiary of FGBG, 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 NFS and Green Pier Fintech LLC, each 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 registered investment companies managed by Fidelity 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 registered investment companies managed by Fidelity 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 that provides non-discretionary trustee and custodial services to employee benefit plans and individual retirement accounts through which individuals can invest in affiliated or unaffiliated registered investment companies. FMTC also provides discretionary investment management services to institutional clients. 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 trustee services, custody, ‐ Holding Company, Inc., which in turn is wholly owned by FMR LLC, is a federal savings bank that offers fiduciary services that include trustee or co principal and income accounting, investment management services, and recordkeeping and administration. 23  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 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. 24  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 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. 25  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. Each of the securities purchased in an Account will appear on a Client’s account statement. 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 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 compensates its affiliate FBS for Client referrals. FIWA or its affiliates compensate unaffiliated parties for promotion of the Fidelity Institutional Custom SMAs on such party’s managed account platforms or through other venues. In such cases, such promotion will be treated as an endorsement and 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. 26  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. CUSTODY FIWA does not maintain custody for Clients’ assets, however, it is deemed to have custody of Client assets in situations where it is authorized to deduct advisory fees from Client Accounts. FIWA has a reasonable basis to believe such Client Accounts receive a custodian statement on at least a quarterly basis. FIWA is also 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. Client statements may also be available online at Fidelity.com or WealthscapeSM and by enrolling in electronic delivery. 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. 27  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 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. 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. 28  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. 29