Important Information About Changes To Your Advisory Service

March 29, 2018

Effective July 16, 2018, a new registered investment adviser called Fidelity Personal and Workplace Advisors LLC will become the investment adviser for the managed account(s) represented by Fidelity® Strategic Disciplines.

Fidelity® Strategic Disciplines includes the Breckinridge Intermediate Municipal Strategy, the Fidelity® Equity-Income Strategy, the Fidelity® Tax-Managed U.S. Equity Index Strategy, the Fidelity® Intermediate Municipal Strategy, and the Fidelity® Core Bond Strategy.

The advisory services you currently receive for these accounts will continue to be provided under the new Fidelity Personal and Workplace Advisory program.

The Program Fundamentals valid through July 16, 2018 are enclosed for your review. We have also enclosed the Program Fundamentals effective as of July 16, 2018 for both Fidelity Personal and Workplace Advisors LLC and Strategic Advisers LLC, along with your amended Client Agreement. These materials provide detailed information about Fidelity Personal and Workplace Advisors LLC and your Fidelity® Strategic Disciplines managed account(s).

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Program Fundamentals:

Fidelity® Strategic Disciplines

Strategic Advisers LLC

245 Summer Street, V5D

Boston, MA 02210

1-800-544-3455

March 29, 2018

On behalf of Fidelity, we thank you for the opportunity to professionally manage your portfolio. This brochure was developed for our clients as well as those who are considering a managed account with Fidelity. It provides information about the qualifications and business practices of Strategic Advisers LLC (“Strategic Advisers”), as well as information about one of Fidelity’s Portfolio Advisory Services offerings, Fidelity® Strategic Disciplines.

This brochure should be read carefully by all clients and those considering becoming a client. Throughout this brochure and related materials, Strategic Advisers may refer 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 contact us at 1-800-544-3455. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority.

Additional information about Strategic Advisers is available on the SEC’s website at www.adviserinfo.sec.gov.

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S U M M A R Y O F M AT E R I A L C H A N G E S

The SEC requires 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 revisions that have been made to the Fidelity® Strategic Disciplines Program Fundamentals from October 2, 2017, through March 29, 2018. Please contact a Fidelity representative regarding questions associated with your account at 1-800-544-3455. For Fidelity Private Wealth Management® clients, please contact your Wealth Management Adviser.

IMPORTANT INFORMATION ABOUT STRATEGIC ADVISERS

Strategic Advisers, Inc. has transitioned from a corporation to a limited liability company. All references to Strategic Advisers, Inc. are deemed to refer to Strategic Advisers LLC. Client Agreements entered into with Strategic Advisers, Inc. shall continue in full force and effect as if entered into with Strategic Advisers LLC.

IMPORTANT INFORMATION ABOUT CHANGES TO YOUR ADVISORY SERVICE

Effective July 16, 2018, Strategic Advisers LLC (“Strategic Advisers”) will assign all existing Fidelity® Strategic Disciplines (the “Service”) Client Agreements to its affiliate, Fidelity Personal and Workplace Advisors LLC (“FPWA”). The Client Agreement will be amended accordingly. FPWA will succeed Strategic Advisers as the sponsor of the Service and Strategic Advisers, Fidelity Investments Money Management, Inc. and Breckinridge Capital Advisors, Inc. will continue to provide discretionary portfolio management services for accounts as sub-advisors to FPWA. Please review the Service Program Fundamentals and Client Agreement that accompany this Service brochure, and speak to a Fidelity representative for more information.

For clients who enroll in the Service on or after the date of this Service Program Fundamentals: by enrolling in the Service, you consent to the assignment and amendment of your Client Agreement as described above.

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TA B L E O F C O N T E N T S

SUMMARY OF MATERIAL CHANGES 2

SERVICES, FEES, AND COMPENSATION 4

ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 10

PORTFOLIO MANAGER SELECTION AND EVALUATION 16

CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 30

CLIENT CONTACT WITH PORTFOLIO MANAGERS 31

ADDITIONAL INFORMATION 31

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S E R V I C E S , F E E S , A N D C O M P E N S AT I O N

ADVISORY SERVICES

Strategic Advisers LLC (“Strategic Advisers,” or sometimes referred to as “we” or “us” throughout this document), is a registered investment adviser and an indirect, wholly owned subsidiary of FMR LLC (collectively with Strategic Advisers and its affiliates, “Fidelity Investments” or “Fidelity”). Strategic Advisers was incorporated in 1977 and acts as sponsor and investment manager to all managed accounts offered by Fidelity’s Portfolio Advisory Services.

Fidelity’s Portfolio Advisory Services includes discretionary investment management services for individuals, joint accounts, trusts, estates, business entities, charitable organizations, certain retirement plans and Individual Retirement Accounts (“IRAs”). Portfolio Advisory Services’ offerings include Fidelity® Strategic Disciplines (also referred to as the “Service”). The Service may be used in conjunction with a client’s enrollment in Fidelity Wealth Management AdvisorySM, a high net worth financial planning program.

Fidelity® Strategic Disciplines comprises five separately managed account (“SMA”) programs offered to clients (also referred to as “you” throughout this document) by Strategic Advisers: the Breckinridge Intermediate Municipal Strategy, the Fidelity® Intermediate Municipal Strategy, the Fidelity® Core Bond Strategy, the Fidelity® Tax-Managed U.S. Equity Index Strategy, and the Fidelity® Equity-Income Strategy. Strategic Advisers is the primary investment adviser, providing discretionary management of all Service accounts (“Accounts”) within each strategy.

Strategic Advisers offers three bond strategies within the Service (each, a “Bond Strategy” and, collectively, the “Bond Strategies”). While Strategic Advisers is responsible for discretionary management of each Bond Strategy Account, at its discretion, Strategic Advisers may delegate certain of its responsibilities and authorizations with respect to Bond Strategy Accounts to one or more investment advisers (“Sub-Advisers”), in which case the Sub-Adviser will invest your Account consistent with the applicable Bond Strategy, subject to Strategic Advisers’ oversight. Strategic Advisers may select an affiliate or an independent Sub-Adviser for these duties.

The Breckinridge Intermediate Municipal Strategy offers clients a separately managed portfolio of individual municipal bonds. The portfolio may be invested in investment-grade municipal bonds or pre-refunded and escrowed-to-maturity municipal bonds, regardless of credit rating. A state-preference option is available for eligible clients. Both national and state-preference options for the Service seek to limit risk to principal while generating federally tax-exempt interest income. With the state-preference option, state tax-exempt interest income is emphasized over national diversification. Strategic Advisers has selected Breckinridge Advisors, an unaffiliated registered investment adviser, as Sub-Adviser to the Breckinridge Intermediate Municipal Strategy.

The Fidelity Intermediate Municipal Strategy offers clients a separately managed portfolio of individual municipal bonds. The portfolio may be invested in investment-grade municipal bonds or pre-refunded and escrowed-to-maturity municipal bonds, regardless of credit rating. A state-preference option is available for eligible clients. Both national and state-preference options for the Service seek to generate federally tax-exempt interest income while limiting risk to principal. With the state-preference option, state tax-exempt interest income is emphasized over national diversification. Strategic Advisers has selected Fidelity Investments Money Management, Inc. (“FIMM”), an affiliated registered investment adviser, as Sub-Adviser to the Fidelity Intermediate Municipal Strategy.

The Fidelity Core Bond Strategy offers clients a separately managed portfolio of individual bonds. The portfolio may be invested in investment-grade bonds, including government-related bonds, corporate bonds, mortgage bonds, asset-backed bonds, and taxable municipal bonds, as well as pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. Strategic Advisers has selected FIMM as Sub-Adviser to the Fidelity Core Bond Strategy.

Please see the relevant Sub-Adviser’s brochure for more information on each Sub-Adviser. Where Strategic Advisers has hired a Sub-Adviser, subject to Strategic Advisers’ oversight, the Sub-Adviser will

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be responsible for the day-to-day management of your Account, and will purchase and sell bonds for your Account in accordance with the applicable Bond Strategy.

Strategic Advisers also offers two equity strategies within the Service (collectively, the “Equity Strategies”). The Fidelity® Tax-Managed U.S. Equity Index Strategy offers clients a separately managed portfolio of equity securities that seeks to approximate the pre-tax return and risk characteristics of the S&P 500® Index, while enhancing after-tax returns through the use of tax-sensitive investment management techniques.

The Fidelity® Equity-Income Strategy offers clients a separately managed portfolio of equity securities that seeks capital appreciation over a full market cycle, and seeks to provide dividend income greater than that of the S&P 500® Index. The strategy seeks to invest primarily in stocks of reasonably priced firms that have been paying a dividend, or are expected to pay a dividend, in the near/medium term. Strategic Advisers has retained FMR Co., Inc. (“FMRC”), its affiliate, to provide an investment model to be used by Strategic Advisers in rendering investment advisory services to accounts enrolled in the strategy. FMRC provides Strategic Advisers with a model portfolio (the “Model Portfolio”) and will provide periodic updates to the Model Portfolio. Strategic Advisers provides oversight of the Model Portfolio, and has discretionary management authority for, and is responsible for trading within, your Account.

Each Bond Strategy is available for taxable Accounts of clients with $500,000 or more to invest in the strategy. The Fidelity Core Bond Strategy is also available for retirement Accounts with $500,000 or more to invest in the strategy. The Fidelity® Tax-Managed U.S. Equity Index Strategy is available for taxable Accounts of clients with $200,000 or more to invest in the strategy. The Fidelity® Equity-Income Strategy is available for taxable and retirement Accounts of clients with $200,000 or more to invest in the strategy. Minimums for initial investments, including those in connection with promotional efforts, may be lowered at the sole discretion of Strategic Advisers. The Service is not available to foreign investors. In order to open an Account, you must be a U.S. person (including a U.S. resident alien), have a valid U.S. permanent mailing address, and have a valid U.S. taxpayer identification number. We reserve the right to terminate your participation in the Service (and limit your rights to trade in this account) if any authorized person on the Account resides outside the U.S. Once your completed and signed application for the Service has been received, a brokerage account will be opened on your behalf at Fidelity Brokerage Services LLC (“FBS”), Member NYSE, SIPC. After funding, your Account will be managed on a discretionary basis in accordance with the investment strategy you have selected.

Prior to enrolling in a strategy of the Service, Strategic Advisers will determine whether the relevant strategy is appropriate for you based on a review of your investor profile and any other relevant information that you provide to Strategic Advisers. Certain FBS employees, including the Wealth Management Advisers supporting Fidelity Private Wealth Management, serve as investment adviser representatives of Strategic Advisers (“Fidelity representatives”). To facilitate the collection of such information, your Fidelity representative will ask that you complete an Investor Profile Questionnaire (“IPQ”), and we will prepare an investment proposal based on the information you provide (your “Investment Proposal”). Please note that if you are enrolling in the Service as an underlying account associated with Fidelity Wealth Management AdvisorySM, your Investment Proposal will be assessed based on the information you provide as part of Fidelity Wealth Management Advisory’s overall wealth planning process. For purposes of this brochure, if you are a Fidelity Wealth Management AdvisorySM customer, references to your “IPQ” shall also refer to the Fidelity Wealth Management AdvisorySM wealth planning process. Your acceptance into the Service is based on the completeness and accuracy of the information you provide to Strategic Advisers in the Service’s Account Application and other documentation, as appropriate. Therefore, it is important to respond completely and accurately when completing your IPQ and other documentation.

Clients should be aware that if an account balance falls below the stated minimum for the relevant strategy, it may affect Strategic Advisers’ or, as applicable, the Sub-Adviser’s ability to manage the

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Account. Your participation in the Service may be terminated if your assets drop below a level where Strategic Advisers or a Sub-Adviser can effectively manage your Account. Strategic Advisers reserves the right, at any time, to determine that the Service and/or the strategy you have selected is no longer appropriate for you based on your liquidity needs or changes in your financial situation or goals, and either propose a more suitable product or require that your participation in the Service be terminated. Strategic Advisers may make changes to the terms and requirements of the Service or a particular strategy from time to time. Except as otherwise stated herein, Strategic Advisers will notify you of any material changes promptly, and you will have a choice to remain in the Service under the new terms, or to terminate your participation in the Service. If you elect to terminate your participation in the Service, at your direction, your assets may be liquidated or transferred in kind and distributed to you. Liquidation of assets in taxable accounts may have adverse tax consequences.

FEES AND COMPENSATION

Advisory Fees — General Information

Your Account will be charged an annual advisory fee based on a percentage of the market value of the assets in your Account. The annual advisory fee covers Strategic Advisers’ and, if applicable, the Sub-Adviser’s ongoing management of your Account (including, as applicable, Strategic Advisers’ selection and oversight of the Sub-Adviser to a Bond Strategy and Strategic Advisers’ selection and oversight of FMRC as the model provider to the Fidelity® Equity-Income Strategy), as well as trading costs associated with the purchases and sales of individual securities effected through Fidelity affiliated broker-dealers, custody services provided by Strategic Advisers’ affiliates, the communications sent to you to keep you informed about your Account, and the personal service you receive from your Fidelity representative. For the Fidelity® Equity-Income Strategy, the annual advisory fee also covers any costs incurred by Strategic Advisers and paid to FMRC in connection with the acquisition of the Model Portfolio.

The annual advisory fee does not cover charges resulting from trades effected with or through broker-dealers other than Fidelity affiliates, mark-ups or mark-downs by broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, electronic fund and wire transfer fees, or any other charges imposed by law or otherwise agreed to with regard to your Account. One such charge applies to sales of securities made for Accounts — an industry-wide assessment mandated by the Securities and Exchange Commission (“SEC”) totaling a few cents per $1,000 of securities sold. Please note that the amount of this regulatory fee may vary over time, and because variations may not be immediately known to Fidelity, the amount may be estimated and assessed in advance. To the extent that such estimated amount differs from the actual amount of the regulatory fee, Fidelity may retain the excess. You should be aware that costs associated with the use of broker-dealers other than Fidelity affiliates within the Service may be significant, and you should consider this when evaluating your total cost of participating in the Service.

The annual advisory fee also does not include underlying expenses charged by individual mutual funds or exchange-traded funds (“ETFs”) that may be held in your Account, including the applicable core Fidelity money market fund. These expenses, which vary by fund and class, are expenses all mutual fund and ETF shareholders pay. Some of these underlying expenses are paid to Strategic Advisers or its affiliates, and will be included in the “Credit Amount” described below. Strategic Advisers’ or its affiliates’ receipt of fees for Account investments in mutual funds or ETFs gives rise to a potential conflict of interest, as it provides an incentive to recommend such funds. Strategic Advisers seeks to address any such conflict through disclosures and the Credit Amount. For more information about other forms of compensation received by Fidelity representatives or Strategic Advisers’ affiliates, please see “Client Referrals and Other Compensation” below.

Fees accrue daily based on the average daily balance in your Account, as determined at the close of business on the last business day of the previous calendar quarter. A “business day” is any day

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that the New York Stock Exchange (“NYSE”) is open for business. The advisory fee is calculated daily and applied in arrears, on a quarterly basis, and is due after the end of each calendar quarter.

Please see the charts below for the annual advisory fee that may be charged to your Account. Please note that all fees are subject to change.

ANNUAL ADVISORY FEE SCHEDULE FOR FIDELITY® STRATEGIC DISCIPLINES ACCOUNTBreckinridge Intermediate Municipal Strategy, Fidelity Intermediate Municipal Strategy,

Fidelity Core Bond StrategyAverage Daily Assets* Annual Advisory Fee

Up to $3,000,000 0.40%

For amounts greater than $3,000,000 0.35%

* Average daily assets of Fidelity’s Portfolio Advisory Services accounts are determined on the last business day of the quarter. Clients can request to aggregate the balances of their Bond Strategy Account with other Bond Strategy Account balances in order to arrive at the reduced fee rates applicable to different levels of account balances. Bond Strategy Account balances cannot be aggregated with other Portfolio Advisory Services account balances. To aggregate accounts for fee discounts, please contact your Fidelity representative for details of the account aggregation policy, including any other account that may meet the eligibility requirements, and to learn more about the different methods of aggregation.

ANNUAL ADVISORY FEE SCHEDULE FOR FIDELITY® STRATEGIC DISCIPLINES ACCOUNT Fidelity® Tax-Managed U.S. Equity Index Strategy

Average Daily Assets* Annual Advisory Fee

Up to $200,000 0.65%

For the next $100,000 0.50%

For the next $200,000 0.35%

For the next $500,000 0.30%

For the next $1,000,000 0.26%

For the next $1,000,000 0.23%

For amounts greater than $3,000,000 0.20%

* Average daily assets of Fidelity’s Portfolio Advisory Services accounts are determined on the last business day of the quarter. Clients can request to aggregate the balances of their Fidelity® Tax-Managed U.S. Equity Index Strategy Accounts with other Fidelity® Tax-Managed U.S. Equity Index Strategy or Fidelity® Equity-Income Strategy Account balances in order to arrive at the reduced fee rates applicable to different levels of account balances. Fidelity® Tax-Managed U.S. Equity Index Strategy Account balances cannot be aggregated with other Portfolio Advisory Services account balances. To aggregate accounts for fee discounts, please contact your Fidelity representative for details of the account aggregation policy, including any other account that may meet the eligibility requirements, and to learn more about the different methods of aggregation.

ANNUAL ADVISORY FEE SCHEDULE FOR FIDELITY® STRATEGIC DISCIPLINES ACCOUNT Fidelity® Equity-Income Strategy

Average Daily Assets* Annual Advisory Fee

Up to $200,000 0.90%

For the next $100,000 0.70%

For the next $200,000 0.50%

For the next $500,000 0.45%

For the next $1,000,000 0.40%

For the next $1,000,000 0.35%

For amounts greater than $3,000,000 0.30%

* Average daily assets of Fidelity’s Portfolio Advisory Services accounts are determined on the last business day of the quarter. Clients can request to aggregate the balances of their Fidelity® Equity-Income Strategy Accounts with other Fidelity® Equity-Income Strategy or Fidelity® Tax-Managed U.S. Equity Index Strategy Account balances in order to arrive at the reduced fee rates applicable to different levels of account balances. Fidelity® Equity-Income Strategy Account balances cannot be aggregated with other Portfolio Advisory Services account balances. To aggregate accounts for fee discounts, please contact your Fidelity representative for details of the account aggregation policy, including any other account that may meet the eligibility requirements, and to learn more about the different methods of aggregation.

The annual advisory fee applied to your Account will be reduced by a Credit Amount equaling any underlying investment management and other fees paid to us, or paid to our affiliates, by the core Fidelity money market fund and ETFs (or their respective affiliates), as a result of your Account’s

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investments in these securities, where applicable. The compensation that affiliates of Strategic Advisers receive related to investments in Fidelity funds or ETFs may exceed the compensation received from investments in non-Fidelity funds or ETFs. The purpose of the Credit Amount is to reduce your annual advisory fee by the amount of compensation, if any, received by Strategic Advisers or its affiliates from the core Fidelity money market fund and any ETFs (or their respective affiliates) as a result of investments by your Account in these securities. This Credit Amount is calculated daily and applied quarterly in arrears. Individual securities held in your Account do not impact the calculation of the Credit Amount.

Cash balances in your Account will be invested in the core Fidelity money market fund, the cash sweep vehicle for your Account. Any such cash or cash investments in your Account may result in a negative yield to the extent the quarterly advisory fee exceeds the rates of return for the core Fidelity money market fund. Please ask your Fidelity representative about the performance of the core Fidelity money market fund.

Please also note that in the event that the Sub-Adviser to a Bond Strategy is terminated and replaced by another Sub-Adviser with a lower or higher management fee, Strategic Advisers may receive a corresponding increase or decrease in the percentage of the annual advisory fee attributable to your Bond Strategy Account.

Performance-Based Fees

The Service does not charge performance-based advisory fees to clients. The Sub-Adviser to a Bond Strategy may, however, have clients outside of the Service who are charged performance-based advisory fees. The side-by-side management of performance-fee and non-performance-fee accounts by the Sub-Adviser may lead to a conflict of interest in that the Sub-Adviser may have an incentive to favor those accounts for which they receive a performance-based fee over those accounts, including Accounts in the Service, that do not pay such fees. For more information regarding performance-based fees that may be charged by the Sub-Adviser, please consult the relevant Sub-Adviser’s brochure.

Miscellaneous Fees

The advisory fee does not cover charges resulting from trades effected with or through broker-dealers other than affiliates of Strategic Advisers, mark-ups or mark-downs by broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, electronic fund and wire transfer fees, or any other charges imposed by law or otherwise applicable to your Account. One non-Fidelity-related charge applies to sales of securities made for Accounts — an industry-wide charge mandated by the SEC and totaling a few cents per transaction. One such charge applies to sales of securities made for Accounts — an industry-wide assessment mandated by the SEC totaling a few cents per $1,000 of securities sold. Please note that the amount of this regulatory fee may vary over time, and because variations may not be immediately known to Fidelity, the amount may be estimated and assessed in advance. To the extent that such estimated amount differs from the actual amount of the regulatory fee, Fidelity may retain the excess. These charges will be reflected on transaction confirmations and/or Account statements.

Billing

You will be required to pay advisory fees in connection with an investment in the Service. The net advisory fee will be deducted from your Account, or another Fidelity account identified by you, in arrears, on a quarterly basis. Certain assets in your Account may be liquidated to pay the fees; this liquidation may generate a taxable gain or loss. When closing your Account, the Service will assess any unpaid advisory fees from prior quarters and, as needed, will prorate and assess the advisory fees from the beginning of the final quarter your Account is open to the termination date, which is defined as the date when Strategic Advisers is no longer actively managing the assets in your

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Account. Additionally, note that once your Account is closed, additional deposits to your Account will be rejected and your Account features such as automated withdrawal plans will be terminated.

Information about Representative Compensation and Fidelity’s Compensation

Fidelity representatives who sell and support the Service receive compensation as a result of your participation, which may include compensation for both sales of new Accounts and retention of assets in the Service. In many cases, this compensation is greater than what the representative would receive if you participated in other programs or paid separately for investment management, brokerage, and other services. Wealth Management Advisers supporting Fidelity Private Wealth Management clients receive a salary and a bonus; the bonus is based in part on the quality of the client experience provided, program and business development contributions, and functional leadership work, among other considerations. Wealth Management Advisers do not receive compensation related to any particular Fidelity products or services, including the Service.

In addition, some Fidelity representatives who sell and support the Service may participate in sales contests and may earn additional rewards based on sales criteria, including, but not limited to, the number of solicitations for advisory services they make, gross sale of Service Accounts, or retention of assets in the Service and similar programs. Therefore, some Fidelity representatives who distribute and support the Service may have a financial incentive to sell or suggest continued participation in the Service over other programs or services.

However, you are required to complete a questionnaire to assist in determining whether the Service is appropriate for you, and only clients who meet the criteria outlined in the questionnaire are offered participation in the Service. For additional information about how Fidelity compensates its representatives in connection with the sale of this Service and other products, you should refer to the representatives’ compensation disclosure document that is included with your application materials, contact your representative, or visit Fidelity.com.

The Fidelity representatives who sell and support the Service are representatives of both Strategic Advisers and FBS. Separate and apart from the Service, a Fidelity representative may provide you with investment education, research, and guidance offered by FBS. When acting in that capacity, the Fidelity representative is acting solely as a representative of FBS, and not as a representative of Strategic Advisers or the Service, and any fees related to the Service are not related to those additional services provided by the Fidelity representative.

Strategic Advisers may offer other discretionary managed account products at a lower cost to different types of clients. Please contact your Fidelity representative for more information.

ADDITIONAL INFORMATION ABOUT FEES

Fee Changes

All fees are subject to change. We will notify you in writing of any changes in your advisory fee schedule. You will have the ability to object to any changes in the advisory fee schedule by writing to Fidelity’s Portfolio Advisory Services within 30 days from the date of the notification. If we do not hear from you in writing, you will be deemed to have approved of the advisory fee changes upon the expiration of the 30-day period.

Fee Negotiations

In rare circumstances, we may agree to negotiate the advisory fee for certain Accounts. This may result in certain clients paying less than the standard advisory fee. We may waive the advisory fee, in whole or in part, at our sole discretion, in connection with promotional efforts and other programs. In addition, we may waive, in whole or in part, the advisory fee for certain current and former employees of Fidelity Investments.

Nondiscretionary Options

You may invest directly in securities available through the Service, in another Account, without incurring the advisory fee charged by the Service. The fees for the Service may be higher or lower than the fees charged by other firms for comparable services. You may be qualified to participate

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in a managed account directly, or through another sponsor or program, with the Sub-Adviser to a Bond Strategy, without incurring the additional advisory fee charged by the Service. However, you will not receive the professional advisory services provided by Strategic Advisers through participation in the Service, and you may be subject to higher minimum Account requirements and/or a higher advisory fee.

In addition, the investment strategies available through the Service, while designed by Strategic Advisers for the Service, may be similar to a mutual fund or other products managed by a Sub-Adviser or model provider, as applicable, and the operating expenses of such a mutual fund or product may be lower or higher than the Service fee. With respect to the Fidelity® Equity-Income Strategy, the operating expenses of mutual funds employing similar strategies are generally lower than fees of the Service. Factors that bear upon the cost of the Service in relation to the cost of the same services purchased separately include, among other things, the type and size of your Account, the historical and expected size or number of trades for your Account, the amount of brokerage trades effected through Fidelity affiliated broker-dealers (the charges for which are included in the annual advisory fee) as compared to the brokerage trades effected through other broker-dealers (the charges for which are not included in the annual advisory fee), and the number and range of supplementary advisory and other services provided to your Account. You should consider the value of these advisory services when making such comparisons. The combination of custodial, advisor, and brokerage services may not be available separately through the Sub-Adviser, or may require multiple accounts, documentation, or fees.

A C C O U N T R E Q U I R E M E N T S A N D T Y P E S O F C L I E N T S

The Breckinridge Intermediate Municipal Strategy is generally available to individual investors and certain institutional and corporate clients for taxable Accounts with $500,000 or more to invest in the strategy. Accounts may fund with cash, Fidelity money market funds, individual investment-grade municipal bonds, and/or pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. The Fidelity Intermediate Municipal Strategy is generally available to individual investors and certain institutional and corporate clients for taxable Accounts with $500,000 or more to invest in the strategy. Accounts may fund with cash, Fidelity money market funds, individual bonds, and/or pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. The Fidelity Core Bond Strategy is generally available to individual investors and certain institutional and corporate clients for taxable and retirement Accounts with $500,000 or more to invest in the strategy. Accounts may fund with cash, Fidelity money market funds, individual bonds, and/or pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. The Fidelity® Tax-Managed U.S. Equity Index Strategy is generally available to individual investors and certain institutional and corporate clients for taxable Accounts with investment balances of $200,000 or more to invest in the strategy. The Fidelity® Equity-Income Strategy is generally available to individual investors and certain institutional and corporate clients for taxable and retirement Accounts with investment balances of $200,000 or more to invest in the strategy. Clients in all strategies must meet appropriate investor profile requirements.

The Service is not available to foreign investors. In order to enroll in the Service, a client must: (1) be a U.S. person (including a U.S. resident alien), (2) reside in the U.S. and have a valid U.S. permanent mailing address, and (3) have a valid U.S. taxpayer identification number. To participate in the Service, you must complete and sign an Account application so that a brokerage account may be opened on your behalf with FBS. Please note that if an Account balance falls below the applicable minimum stated above, it may affect Strategic Advisers’ (or the Sub-Adviser to a Bond Strategy’s) ability to manage the Account according to the selected investment strategy. Strategic Advisers reserves the right to terminate its services at any time, including if it believes the Service is no longer appropriate for you. Strategic Advisers also reserves the right to terminate, modify, or make exceptions to these policies.

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OPENING AND FUNDING YOUR ACCOUNT

This section describes the Account funding process and the types of securities eligible for management (“eligible securities”) or that may be used to fund your Account for each strategy.

Breckinridge Intermediate Municipal Strategy. You may initially fund your Bond Strategy Account with cash and/or eligible securities, which include Fidelity money market funds, individual investment-grade municipal bonds, as well as pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. All other security types are considered non-eligible for funding purposes.

Fidelity Intermediate Municipal Strategy and Fidelity Core Bond Strategy. You may initially fund your Bond Strategy Account with cash and/or eligible securities, which include Fidelity money market funds, individual bonds, as well as pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. All other security types are considered non-eligible for funding purposes.

Equity Strategies. For Equity Strategies, you may fund your Account with cash and/or by transferring eligible securities to your Account. Strategic Advisers will generally accept the following eligible securities to fund an account:

• Cash

• Fidelity money market funds

• Common stocks and REITs listed in the S&P 500®, Russell 3000®, and Dow Jones U.S. Total Stock Market indexes

• American depository receipts (“ADRs”) in the S&P ADR Index

• In addition, with respect to the Fidelity® Tax-Managed U.S. Equity Index Strategy, you may fund your Account from a specific list of ETFs, which may be updated from time to time. Please contact your Fidelity representative for information as to whether a specific ETF may be used to fund your Fidelity® Tax-Managed U.S. Equity Index Strategy Account. For additional information about which securities may be eligible to be accepted in kind into an Account, please contact a Fidelity representative.

Please note that, at times, Strategic Advisers may not accept individual securities that are used to fund your Account. For example, these assets may have been eligible at the time of funding, but due to aggregate holding limitations as defined by Fidelity Investments’ internal guidelines (as a consolidated group of companies) or by regulations (state or federal), they are no longer eligible. In addition, we reserve the right to transfer a non-eligible security back to the customer’s prior account under certain circumstances.

You may also elect to transfer non-eligible securities into your Account, and, should you do so, this will constitute a deemed direction on your part to liquidate those securities as soon as reasonably practicable. You may realize a taxable gain or loss when those securities are sold, which may affect the performance/return of your Account. Strategic Advisers does not consider the potential tax consequences of these sales when following your deemed direction to sell such securities. Eligible and non-eligible securities used to fund your Account must be held free and clear of any liens, pledges, or other legal and contractual restrictions. Strategic Advisers reserves the right not to accept otherwise eligible securities, at its sole discretion.

Should you elect to transfer eligible securities into your Account, those securities will be reviewed and evaluated by Strategic Advisers or the Sub-Adviser for possible incorporation into your portfolio, but there can be no guarantee that any or all eligible securities transferred into your Account will be incorporated into your portfolio. Strategic Advisers or the Sub-Adviser, as applicable, retains discretion to sell such eligible securities at any time and without prior notice to you, and, by signing the Account Application, you acknowledge that Strategic Advisers or the Sub-Adviser may sell any such eligible securities at any time if they determine it is appropriate to do so, without prior notice

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to you. For taxable Accounts, you may realize a taxable gain or loss when those securities are sold, which may affect the performance/return of your Account. With respect to Bond Strategy Accounts and retirement Accounts enrolled in the Fidelity® Equity-Income Strategy, Strategic Advisers and the Sub-Advisers generally do not consider the potential tax consequences of these sales. In the event that you fund your Account with eligible securities, Strategic Advisers or the Sub-Adviser to a Bond Strategy may in its discretion sell any such securities to other clients of the Service or to other clients of Strategic Advisers or the Sub-Adviser, in accordance with its fiduciary duties and subject to best execution. In addition, for Fidelity® Equity-Income Strategy Accounts, should you transfer into your Account eligible securities that are not included in the Model Portfolio, or that are part of the Model Portfolio but do not align with the allocations therein, Strategic Advisers will generally liquidate those securities in whole or in part on your behalf as soon as reasonably practicable.

When funding a taxable Account with eligible securities for possible incorporation into your portfolio, you and/or the financial institution that is transferring the securities must provide Strategic Advisers with tax basis information regarding the eligible securities being used to fund your Account. Strategic Advisers and the Sub-Advisers to the Bond Strategies will not begin managing your Account until they have received completed tax basis information. In servicing your Account, Strategic Advisers will utilize the tax basis information maintained in the Fidelity Tax Accounting System (“TA System”) for eligible securities held in Fidelity accounts unless, at our discretion, we accept alternate information from you. For all other eligible securities, you may be required to complete an Asset Verification Form stating cost or basis information. For eligible securities received from another financial institution, Strategic Advisers will use the tax basis information sent by the transferring financial institution unless, at our discretion, we accept alternate information provided by you.

For eligible securities maintained in the TA System, Strategic Advisers will assign an appropriate tax basis method unless you direct otherwise. Consult a tax advisor regarding any activity that takes place outside of the Service, as such activity is not taken into consideration by Strategic Advisers and may affect which basis method you decide to use and other calculations required for tax purposes. Your submission of a completed application authorizes the Service to move any assets you requested and for which cost or tax basis is maintained to your Account so that Strategic Advisers and the Sub-Advisers can commence management of your Account.

Although Fidelity is required to report certain tax basis information to the Internal Revenue Service (“IRS”), neither Fidelity, FBS, nor Strategic Advisers will verify (and is not otherwise responsible for) the accuracy of the information maintained in the TA System provided by you or by an authorized third party.

For the Bond Strategies, if you fund your Account exclusively with cash, Strategic Advisers’ general policy is to invest that cash in the core Fidelity money market fund as soon as reasonably practicable. Depending on the circumstances and funding source, it may take a substantial period of time to invest your Account in bonds (under normal circumstances and market conditions, accounts are typically invested within 90 days of the day on which you initially fund or make a subsequent contribution to your Account, although your specific circumstances may vary), and the imposition of a do-not-trade order on the account will generally restart the 90-day time frame until such time that the do-not-trade order is lifted. If both cash and ineligible securities are used to fund your Account, the cash will be held in the core Fidelity money market fund until the directed sale of ineligible securities described above is complete. If both cash and eligible securities are used to fund your Account, the cash will be held in the core Fidelity money market fund until the asset transfer and evaluation by the Sub-Adviser are complete. If you fund your Account in part or in full with eligible securities, it may take an extended period of time to transition your Account to the investment strategy of the Service, as Strategic Advisers or the Sub-Adviser will exercise its judgment as to whether or not to hold the securities when transitioning your Account. If you would like more information on the transition time frame, please contact your Fidelity representative; however, to the extent you direct us or the Sub-Adviser to liquidate positions on a different schedule, you may not receive optimal market prices

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for the transition of your Account. In addition, Account transitions may result in tax consequences to you, as the sale of securities may result in capital gains/losses.

For Equity Strategies, once approximately 95% of the assets you are using to fund the Account are transferred into the Account, Strategic Advisers will conduct an initial review of your Account within 10 business days. For taxable Accounts, if your Account is funded with eligible securities that will not be part of Strategic Advisers’ expected portfolio for the Account, Strategic Advisers will take into consideration only the potential federal income tax consequences of holding or selling these securities as part of its investment management services. By signing the Account Application, you authorize Strategic Advisers to liquidate assets if and when Strategic Advisers deems appropriate. If you fund your Account exclusively with cash, Strategic Advisers’ general policy is to invest that cash in your core Fidelity money market fund as soon as reasonably practicable, then further invest portions of these assets in the portfolio within 10 business days of full or substantial funding. If both cash and securities are used, the cash will be held in your core Fidelity money market fund until the eligible asset transfer is complete.

In the initial funding of your Account, any funds or securities that Strategic Advisers sells at your direction will be subject to redemption and other applicable fees, including commissions on sales of securities; however, under certain circumstances, the Service may voluntarily assume the costs of certain commissions. You may recognize a taxable gain or loss when these securities are sold. Please note that, while the Breckinridge Intermediate Municipal Strategy and the Fidelity Core Bond Strategy may have certain potential tax benefits as a result of their investment in municipal bonds, the Service may not take into account taxable gains or losses when purchasing and selling individual securities. You may have an economic and taxable gain or loss when securities are sold or redeemed in your Account. Distributions received from your investment in the core Fidelity money market fund may be taxed as ordinary income. You are responsible for all tax liabilities arising from transactions in your Account.

ADDITIONAL DEPOSITS

Additional deposits can be made at any time. Strategic Advisers’ general policy is to invest cash in the Account’s core Fidelity money market fund as soon as reasonably practicable. For Bond Strategy Accounts, you can also fund with eligible securities (as described on page 11). All other security types are considered non-eligible for additional deposits.

For Equity Strategies, once additional cash deposits are invested in the Account’s core Fidelity money market fund, Strategic Advisers may further invest portions of these assets in the portfolio within 10 business days of deposit. Please refer to the section entitled “Opening and Funding Your Account” for information on depositing non-eligible securities into an Account.

Eligible securities used for additional deposits into your Account must be held free and clear of any liens, pledges, or other legal and contractual restrictions. Strategic Advisers reserves the right to not accept otherwise eligible securities, at its sole discretion. Should you elect to transfer eligible securities into your Account, those securities will be reviewed and evaluated by Strategic Advisers or the Sub-Adviser to the applicable Bond Strategy for possible incorporation into your portfolio, but there can be no guarantee that any or all eligible securities transferred into your Account will be incorporated into your portfolio. Strategic Advisers or the Sub-Adviser, as applicable, retains discretion to sell such eligible securities at any time and without prior notice to you, and, by signing the Account Application, you acknowledge that Strategic Advisers or the Sub-Adviser may sell any such eligible securities at any time if they determine it is appropriate to do so, without prior notice to you. You may realize a taxable gain or loss when those securities are sold, which may affect the performance/return of your Account. For Bond Strategy Accounts and retirement Accounts within the Fidelity® Equity-Income Strategy, Strategic Advisers and the Sub-Adviser do not consider the potential tax consequences of these sales. In the event that you fund your Account with eligible securities, Strategic Advisers or a Sub-Adviser to the Bond Strategy may, in its discretion, sell any

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such securities to other clients of the Service or to other clients of Strategic Advisers or the Sub-Adviser, in accordance with its fiduciary duties, and subject to best execution.

WITHDRAWALS

At any time, you can request a withdrawal from your Account. All trading and monetary transactions associated with withdrawals must be processed through a Fidelity representative who can be reached via Fidelity’s Portfolio Advisory Services toll-free number or at a local Investor Center, or through written instructions by you (on the necessary forms, if appropriate) and sent to a Fidelity Investments mailing address. If you are a Fidelity Private Wealth Management customer, you can contact your Wealth Management Adviser for assistance in processing a withdrawal. For Equity Strategies, under normal circumstances, requests for partial withdrawals from your Account may take up to 10 business days, depending on the availability of short-term investments, the securities to be sold/transferred, and the investment manager’s judgment on implementing the partial withdrawal request.

Under normal circumstances, requests for partial withdrawals via liquidation or partial withdrawals via transfer in kind (collectively, “partial withdrawals”) from a Bond Strategy may take up to 10 business days. Please note that for Bond Strategy Accounts, in certain situations, partial withdrawal requests via liquidation may take longer to fully process, as Strategic Advisers or the relevant Sub-Adviser, as applicable, may need additional time to sell your bonds at a desirable price. Please note that with regard to trades in municipal bonds, the municipal market is fragmented and some issues are thinly traded and may have extended settlement periods, which could affect the amount of time it takes to redeem both cash and in-kind withdrawals. There can be no assurance as to how long it might take to obtain a desirable price for your municipal bonds or whether a desirable price can be obtained. Depending on the size of your Account, some municipal bonds may be purchased for your Account in positions that are smaller than marketable round lots (sometimes called “odd lots”). If you have an odd-lot bond position, it may be more difficult to sell than a round lot, and the sale price may be substantially lower than the price you paid or the price at which the position previously was valued.

You may also request that individual bonds be transferred in kind out of your Bond Strategy Account. If you direct that bonds be transferred out of your Account, be aware that doing so may trigger portfolio turnover, and it may take the Sub-Adviser a significant period of time to rebalance your Account to align your portfolio with the investment strategy.

For withdrawals, you may request that:

• A check be sent

• Assets be transferred in kind to another account

• Money be wired or transferred electronically via electronic funds transfer (“EFT”) to your bank or other account

Depending on the type of account and the exact dollar amount you wish to withdraw, more information may be necessary before the withdrawal can occur. For withdrawal requests that do not include instructions for a destination account, Strategic Advisers reserves the right to place a temporary do-not-trade instruction on the account until instructions are provided. If such instructions are not provided within 30 days of the initial request date, Strategic Advisers may reinvest the pending cash back into the asset allocation strategy.

Please note that a signature guaranteed letter of instruction is required if the withdrawn amount is going to an address that is not reflected on your Account.

As a feature on your Account, you may elect to have bond income, or all dividends, interest, and capital gains on eligible holdings set aside for automatic distribution by completing and submitting to FBS an Earnings Automatic Withdrawal Plan form. (This feature is only available for nonretirement accounts.) Please note that upon providing these instructions to FBS, the amounts set aside awaiting

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distribution are no longer managed by or subject to the investment discretion of Strategic Advisers or the Sub-Adviser. It may take three to five business days for this Account feature change to take effect.

ACCOUNT CLOSURES

At any time, you can request to terminate the Service and close your Account. If you terminate the advisory agreement with Strategic Advisers, you must also instruct Strategic Advisers to either (i) liquidate your Account assets and send the proceeds to you or to a different account specified by you, or (ii) transfer your Account assets to another account. All trading and monetary transactions associated with your Account closure must be processed through a Fidelity representative. Under normal circumstances, requests for full account liquidations or full account closeouts via transfer in kind (collectively, “full closeouts”) may take up to 10 business days. However, depending on the nature and timing of your request, certain full closeouts may take materially longer to fully process.

For Bond Strategy Accounts, in certain situations, full closeouts via liquidation may take longer to fully process, as Strategic Advisers or the Sub-Adviser may need additional time to sell your bonds at a desirable price and all trades must settle prior to being transferred from your Account. In this situation, your Fidelity representative will inform you of the delay and give you the option of (i) allowing Strategic Advisers or the Sub-Adviser to have additional time to sell your bonds, in which case you will continue to be charged the advisory fee on assets that remain in your Account during this process, or (ii) receiving the bonds and transferring them in kind to an account that is not managed by the Sub-Adviser. Please note that, with regard to trades in bonds, the municipal market is fragmented and some issues are thinly traded and may have extended settlement periods, which could impact the amount of time it takes to redeem both cash and in-kind account closures. There can be no assurance as to how long it might take to obtain a desirable price for your municipal bonds or whether a desirable price can be obtained. In addition, depending on the size of your Account, some municipal bonds may be purchased for your Account in positions that are smaller than marketable round lots (sometimes called “odd-lots”). If you have an odd-lot municipal bond, it may be more difficult to sell than a round lot, and the sale price may be substantially lower than the price that you paid or the price at which the position previously was valued.

For Equity Strategies, under normal circumstances, the Service will use its best efforts to process and execute requests for full account liquidations or full account closeouts via transfer in kind (collectively, “full closeouts”) on the next business day for requests that are received in good order by the close of the NYSE (generally, 4 p.m. Eastern time [ET]), on a business day. However, depending on the nature and timing of the request, certain full closeouts may take longer to fully process. Full closeout requests received in good order after the close of the NYSE on a given business day generally will be processed and executed on or after two business days. If the NYSE closes before 4 p.m. ET, the cutoff time for full closeouts will be adjusted earlier in the day to allow sufficient time to process the transactions. For written requests received not in good order or if other trading activity is taking place within the portfolio on the day of a full closeout request, it will take an additional day or days to process the closeout.

When closing your Account, Strategic Advisers will prorate and assess the advisory fees due from the beginning of the last quarter to the termination date, which is defined as the date when Strategic Advisers is no longer actively managing the assets in your Account. Additionally, note that once your Account is closed, additional deposits to your Account will be rejected and any account features, such as automated withdrawal plans, will be terminated.

Money market funds that you may not be eligible to own as a retail investor may be purchased in your Account. If you cease to be a client of Portfolio Advisory Services, Strategic Advisers reserves the right to redeem any and all shares of such funds, and you may incur a gain or loss as a result. If such funds are transferred to an account that is not a Portfolio Advisory Services account, you will be subject to the terms and conditions specified in that fund’s prospectus.

For Account closures, you may request that:

• A check be sent

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• Assets be transferred in kind to another account

• Money be wired or transferred electronically via electronic funds transfer (“EFT”) to your bank or other account

Strategic Advisers may terminate you from the Service for withdrawing cash from your Account that brings your Account balance below the minimum, for failure to maintain a valid mailing address, or for any other reason, in Strategic Advisers’ sole discretion. Before terminating you from the Service, Strategic Advisers will provide at least 30 days’ notice; provided, however, that in order to comply with applicable law, rule, or regulation, there may be situations when Strategic Advisers does not provide such notice. Depending on the reason for the termination, you may have the opportunity to resolve the reason for the issue, but if you are unable to do so, the Service will cease and your Account will be restricted from trading pending your liquidation or transfer instructions. Liquidation of assets in taxable accounts may have adverse tax consequences.

P O R T F O L I O M A N A G E R S E L E C T I O N A N D E VA L U AT I O N

STRATEGIC ADVISERS’ INVESTMENT APPROACH

Strategic Advisers is the investment adviser for the Service and is responsible for managing your Account on a discretionary basis. For clients enrolled in a Bond Strategy, Strategic Advisers may, in its discretion, select one or more Sub-Advisers to manage your Account on a discretionary basis, subject to Strategic Advisers’ oversight and monitoring. Strategic Advisers may select an affiliate or an independent Sub-Adviser for these duties. Strategic Advisers has implemented oversight processes and controls designed to achieve an appropriate level of supervision of any Sub-Adviser activities. While Strategic Advisers is responsible for ongoing oversight and supervision of accounts and the Service, where Strategic Advisers has hired a Sub-Adviser, the Sub-Adviser (not Strategic Advisers) will be responsible for investment selection, portfolio construction, and execution of transactions for Service Accounts.

For Equity Strategies, Strategic Advisers is responsible for portfolio management, trading, and supervision of Accounts and the Service. For the Fidelity Equity-Income Strategy, Strategic Advisers has selected FMRC to provide a Model Portfolio for the strategy, subject to Strategic Advisers’ oversight and monitoring. Strategic Advisers has implemented oversight processes and controls designed to achieve an appropriate level of supervision of FMRC’s activities as model provider to Strategic Advisers. FMRC is not acting as investment adviser or portfolio manager with respect to Accounts enrolled in the Fidelity® Equity-Income Strategy.

GENERAL INVESTMENT STRATEGIES APPLICABLE TO THE OVERALL MANAGEMENT OF YOUR ACCOUNT

Breckinridge Intermediate Municipal Strategy

If you choose to enroll, Strategic Advisers or, where Strategic Advisers has selected a Sub-Adviser, the Sub-Adviser, will manage your Account on a discretionary basis by investing in a portfolio of individual municipal bonds in accordance with the strategy. Please contact your Fidelity representative or see the Sub-Adviser’s brochure for information about the Sub-Adviser. Strategic Advisers has designed investment guidelines for the municipal bonds held in Breckinridge Intermediate Municipal Strategy Accounts. These guidelines may change from time to time at Strategic Advisers’ discretion based on market conditions or other considerations.

The Breckinridge Intermediate Municipal Strategy seeks to provide you with a portfolio of municipal bonds, a significant portion of which has a Moody’s credit rating of Aa or higher at the time of purchase and/or a Standard & Poor’s credit rating of AA or higher at the time of purchase. Credit quality is monitored on an ongoing basis, with a review conducted on an annual basis. An Account

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in the strategy is not intended to provide a complete investment program. You are responsible for appropriate diversification of assets outside of your Account.

Cash flows from interest payments will be reinvested unless you elect otherwise. Cash balances will be held in the core Fidelity money market fund until Strategic Advisers or the Sub-Adviser reinvests them in municipal bonds, which may not occur for an extended period of time.

When bonds are initially purchased for your Account, it is generally the case that the intent is to hold them until maturity. However, consistent with discretionary management of your Account, Strategic Advisers or the Sub-Adviser may engage in trading for a variety of reasons, including, for example, market conditions, yield-curve positioning, credit quality, replacement of short-term maturities, and tax-loss swapping, among other reasons. Tax-loss swapping refers to the process of selling a bond to realize a capital loss and replacing it with another bond. Tax-loss swapping is not a primary objective of the strategy.

Additional Information about the State-Preference Option. If you have indicated a state tax residency in a state for which the state-preference option is available, you may choose to elect the state-preference option for your particular state of residency. The states for which the state-preference option is available may change at any time at the discretion of Strategic Advisers or the Sub-Adviser. If you elect the state-preference option, you direct us to increase your Account’s exposure to securities issued by your state of taxation. If you select the state-preference option, your Account may have exposure to bonds of issuers outside your state of taxation. In some cases, the majority of bonds held in your Account could be those of issuers outside of your state of taxation at the discretion of the Sub-Adviser. You may add or remove the state-preference option at any time.

You should be aware that transitioning your Account from the national to state-preference option, or vice versa, or changing your Account’s state of preference, could take a significant period of time (from several months to several years), as Strategic Advisers or the Sub-Adviser will exercise their judgment as to whether to dispose of securities or to allow securities to mature when transitioning your Account. If you would like more information on the transition time frame, please contact your Fidelity representative; however, to the extent you direct us or the Sub-Adviser to liquidate positions on a different schedule, you may not receive optimal market prices for the transition of your Account.

For information on the risks associated with concentrating investments in a particular state, please see the “Material Investment Risks” section.

Fidelity Intermediate Municipal Strategy

If you choose to enroll, Strategic Advisers or, where Strategic Advisers has selected a Sub-Adviser, the Sub-Adviser will manage your Account on a discretionary basis by investing in a portfolio of individual municipal bonds in accordance with the Fidelity Intermediate Municipal Strategy. Please contact your Fidelity representative or see the Sub-Adviser’s brochure for information about the Sub-Adviser. Strategic Advisers has designed investment guidelines for the municipal bonds held in Fidelity Intermediate Municipal Strategy Accounts. These guidelines may change from time to time at Strategic Advisers’ discretion based on market conditions or other considerations.

The Fidelity Intermediate Municipal Strategy seeks to provide you with a portfolio of municipal bonds, a significant portion of which has a credit rating of A- or higher at the time of purchase. At the time of purchase, each municipal bond must be rated BBB-, although a majority of the bonds will have a credit rating of A- or higher at the time of purchase. At your election, the Sub-Adviser will invest only in bonds with a long-term credit rating of A- or higher at the time of purchase. Credit quality is monitored on an ongoing basis, with a review conducted on an annual basis. An Account in the strategy is not intended to provide a complete investment program. You are responsible for appropriate diversification of assets outside of your Account.

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Cash flows from interest payments will be reinvested unless you elect otherwise. Cash balances will be held in the core Fidelity money market fund until Strategic Advisers or the Sub-Adviser reinvests them in municipal bonds, which may not occur for an extended period of time.

Additional Information about the State-Preference Option. If you have indicated a state tax residency in a state for which the state-preference option is available, you may choose to elect the state-preference option for your particular state of residency. The states for which the state-preference option is available may change at any time at the discretion of Strategic Advisers or the Sub-Adviser. If you elect the state-preference option, you direct us to increase your Account’s exposure to securities issued by your state of taxation. If you select the state- preference option, your Account may have exposure to bonds of issuers outside your state of taxation. You may add or remove the state-preference option at any time.

You should be aware that transitioning your Account from the national to state- preference option, or vice versa, or changing your Account’s state of preference, could take a significant period of time (from several months to several years), as Strategic Advisers or the Sub-Adviser will exercise their judgment as to whether to dispose of securities or to allow securities to mature when transitioning your Account. If you would like more information on the transition time frame, please contact your Fidelity representative; however, to the extent you direct us or the Sub-Adviser to liquidate positions on a different schedule, you may not receive optimal market prices for the transition of your Account.

For information on the risks associated with concentrating investments in a particular state, please see the “Material Investment Risks” section below.

Fidelity Core Bond Strategy

If you choose to enroll, Strategic Advisers or, where Strategic Advisers has selected a Sub-Adviser, the Sub-Adviser will manage your Account on a discretionary basis by investing in a portfolio of individual bonds in accordance with the Fidelity Core Bond Strategy. Please contact your Fidelity representative or see the relevant Sub-Adviser’s brochure for information about the Sub-Adviser. Strategic Advisers has designed investment guidelines for the bonds held in Fidelity Core Bond Strategy Accounts. These guidelines may change from time to time at Strategic Advisers’ discretion based on market conditions or other considerations.

The Fidelity Core Bond Strategy seeks to provide you with a portfolio of investment grade, U.S. dollar denominated fixed income securities, which may include taxable Government Related Securities, Corporate Securities, Mortgage-Backed Securities (commercial or residential), Asset Backed Securities, Taxable Municipal Bonds, and other debt instruments. All securities will be rated BBB- or higher at the time of purchase. Credit quality is monitored on an ongoing basis, with a review conducted on an annual basis. An Account in the strategy is not intended to provide a complete investment program. You are responsible for appropriate diversification of assets outside of your Account.

Cash flows from interest payments will be reinvested unless you elect otherwise. Cash balances will be held in the core Fidelity money market fund until Strategic Advisers or the Sub-Adviser reinvests them in bonds, which may not occur for an extended period of time.

Fidelity® Tax-Managed U.S. Equity Index Strategy

The Fidelity® Tax-Managed U.S. Equity Index Strategy offers you a separately managed portfolio of equity securities that seeks to approximate the pre-tax return and risk characteristics of the S&P 500® Index while enhancing after-tax returns through the use of tax-sensitive investment management strategies. This SMA will initially consist of a portfolio of approximately 200–300 securities selected from the universe of securities that comprise the S&P 500® Index. The number of securities used by Strategic Advisers within the SMA will vary over time and may be materially higher or lower than Strategic Advisers’ estimate. Strategic Advisers will trade holdings in the Fidelity® Tax-Managed U.S. Equity Index Strategy within the universe of securities that comprise the S&P 500® Index in an

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attempt to enhance after-tax returns through methods including, but not limited to, proactive tax-loss harvesting and deferring the realization of capital gains. (Note that this trading may result in a “drift” from the S&P 500® Index and/or wash sales from trading activity in non-managed accounts.)

Securities selected for your Account in the Fidelity® Tax-Managed U.S. Equity Index Strategy may be individually tailored based on your existing holdings and unique financial situation, as well as tax attributes of the assets in your Account.

In connection with the performance of your Account, Strategic Advisers will provide you with information about the performance of your Account on both a pre-tax and after-tax basis. In addition, Strategic Advisers will provide performance information comparing your Account with the appropriate pre-tax and after-tax benchmarks for your investment strategy. Pre-tax Account and benchmark performance is calculated based on industry standards. After-tax Account and benchmark performance is based on the pre-tax performance of your Account, and on an evaluation of the potential tax consequences of trading activity, dividends, income, and distributions in your Account. This after-tax performance information is based on information provided by you about your tax situation, the tax basis information related to the securities in your Account, and certain assumptions about the potential tax consequences of trading activity in your Account. For detailed information about the calculations and assumptions used in calculating after-tax performance for your Account, please see the description included in your quarterly performance report or contact your Fidelity representative for additional information. Performance information is not reviewed or approved by any third party, and is provided as a service to estimate the impact of Strategic Advisers’ tax-sensitive investment management on the assets in your Account.

Fidelity® Equity-Income Strategy

The Fidelity® Equity-Income Strategy offers you a separately managed portfolio of equity securities and seeks the potential for capital appreciation over a full market cycle, as well as to produce dividend income greater than that of the S&P 500® Index. The strategy seeks to invest primarily in stocks of reasonably priced firms that have been paying, or are expected to pay, a dividend in the near/medium term. This SMA will consist primarily of income producing equity securities, which tends to lead to investments in large-cap stocks, and also may include ADRs and REITs. The SMA will initially consist of a portfolio of approximately 85–100 securities, although the number of securities will vary over time and may be materially higher or lower than this estimate. Strategic Advisers has retained FMRC, its affiliate, to provide an investment model to be used by Strategic Advisers in rendering discretionary investment advisory services to Accounts enrolled in the strategy. FMRC will provide Strategic Advisers with the Model Portfolio and will provide periodic updates to the Model Portfolio. Strategic Advisers provides oversight of the Model Portfolio and has discretionary management authority for, and is responsible for trading within, your Account. Strategic Advisers has designed investment guidelines for the Model Portfolio delivered by FMRC. These guidelines may change from time to time at Strategic Advisers’ discretion. Strategic Advisers may select investments for your Account that differ from FMRC’s Model Portfolio, but may also implement FMRC’s Model Portfolio without change. The Model Portfolio provided by FMRC to Strategic Advisers will not be based on the circumstances of, or otherwise tailored to, any individual client, and should not be considered investment advice to any client of the Service. FMRC is not acting as investment adviser or portfolio manager with respect to your Account. Investment advisory services provided to clients of this strategy are furnished to you solely by Strategic Advisers. FMRC may provide a similar model portfolio or manage accounts using a similar investment strategy for its other clients and may provide the model to such accounts or clients prior to providing it to Strategic Advisers. At any time, Strategic Advisers may determine to no longer receive the Model Portfolio from FMRC, in which case Strategic Advisers may engage another investment firm to provide a model portfolio or may invest your Account without recommendations from a model portfolio provider. Strategic Advisers has implemented certain oversight processes and controls designed to achieve an appropriate level of supervision of FMRC’s activities as model provider to Strategic Advisers.

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Additional Information Applicable to All Strategies

Clients in all strategies of the Service should note that an Account in the Service is not intended to provide a complete investment program, even if multiple strategies within the Service are combined. You are responsible for appropriate diversification of assets outside your Account to help guard against the risk of loss.

Cash flows from dividend distributions or interest payments will be paid to the core Fidelity money market fund and will be reinvested in your portfolio, unless you elect otherwise. Cash balances will be held in the core Fidelity money market fund until Strategic Advisers or the Sub-Adviser reinvests them in securities.

When Strategic Advisers or the Sub-Adviser trades in your Account, you will receive notification that a change has been made via a transaction confirmation; provided, however, with respect to automatic investments, automatic withdrawals, dividend reinvestments, and transactions that involve your core Fidelity money market fund, your account statement will serve in lieu of a confirmation. Account statements will be sent at least quarterly to you or your designee, either by U.S. mail or electronically at your election, which will detail the holdings in your Account and transaction information for the period covered. You can expect that the securities that comprise the SMAs in your Account may vary, perhaps significantly, from the securities purchased for other clients in your strategy.

Strategic Advisers will provide information about the performance of your Account. While performance information is reviewed by either Strategic Advisers or, where applicable, by the Sub-Adviser, performance information is not reviewed or approved by a third party.

ADDITIONAL INFORMATION ABOUT STRATEGIC ADVISERS’ INVESTMENT PRACTICES AND MANAGER SELECTION PROCESS

Bond Strategies

Prior to selecting a Sub-Adviser for each Bond Strategy, Strategic Advisers will perform a comprehensive review of the Sub-Adviser and its investment style and approach. Strategic Advisers’ review generally will include, among other things, assessing information about the Sub-Adviser and its investment strategy collected from third-party sources and information received directly from the Sub-Adviser. In selecting a Sub-Adviser, Strategic Advisers will consider a variety of factors, including, but not limited to, investment approach, portfolio characteristics, and total assets of the Sub-Adviser. Strategic Advisers will evaluate information from both quantitative and qualitative analyses, including, but not limited to:

• The Sub-Adviser’s investment strategy and ability to adhere to the investment guidelines

• Credit research capabilities

• Security coverage and surveillance

• Experience of investment professionals

• Ability to invest cash

• Growth of assets under management

• Stability of management and ownership structure

• Governance program of the management company

• Trading capabilities

• Operational capabilities

Please note that because Strategic Advisers has hired FIMM to sub-advise the Fidelity Intermediate Municipal Strategy and the Fidelity Core Bond Strategy, and FIMM is an affiliate of Strategic Advisers, Fidelity will receive greater compensation than it would if Strategic Advisers hired an unaffiliated firm as Sub-Adviser. Strategic Advisers evaluates a Sub-Adviser’s adherence to the investment strategy

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no less than semi-annually based on the factors described above. As discussed previously, Strategic Advisers, in its sole discretion, may replace a Sub-Adviser without prior notice to you if, for example, Strategic Advisers determines that the Sub-Adviser is not adhering to the Service’s investment strategy.

Fidelity® Tax-Managed U.S. Equity Index Strategy

Please note that from time to time, Strategic Advisers may be restricted from purchasing or selling securities on behalf of Strategic Advisers’ clients because of regulatory and legal requirements, as well as contractual restrictions, applicable to Strategic Advisers and/or its internal policies, which are generally designed to comply with, limit the applicability of, or otherwise relate to such requirements. Such internal policies may also include aggregate holding limits or the potential for other restrictions set at the discretion of Fidelity Investments, which are generally designed to manage firm risk but may cause Strategic Advisers to be restricted from purchasing or selling securities on behalf of clients.

Fidelity® Equity-Income Strategy

Prior to selecting FMRC to provide the Model Portfolio for the strategy, Strategic Advisers performed a review of FMRC and its investment style and approach. Strategic Advisers’ review included, among other things, assessing information about FMRC and its investment model. In selecting FMRC, Strategic Advisers considered a variety of factors, including, but not limited to, investment approach, portfolio characteristics, and FMRC’s total assets. Strategic Advisers evaluated information from both quantitative and qualitative analyses, including, but not limited to:

• FMRC’s investment strategy

• Security coverage and surveillance

• Experience of investment professionals

• Growth of assets under management

• Stability of management and ownership structure

• Governance program of the management company

• Operational capabilities

Please note that because Strategic Advisers has hired FMRC to provide the Model Portfolio for the Fidelity® Equity-Income Strategy, and FMRC is an affiliate of Strategic Advisers, Fidelity will receive greater compensation than it would if Strategic Advisers hired an unaffiliated firm to provide a model portfolio for the Fidelity® Equity-Income Strategy.

Strategic Advisers will evaluate FMRC’s adherence to the investment guidelines no less frequently than semi-annually based on the factors described above. Strategic Advisers, in its sole discretion, may replace FMRC as the strategy’s model provider without notice to you if, for example, Strategic Advisers determines that FMRC is not adhering to the Service’s investment guidelines. FMRC will generally use fundamental and quantitative analysis to select stocks for the Model Portfolio.

Please note that from time to time, Strategic Advisers may be restricted from purchasing or selling securities on behalf of Strategic Advisers’ clients because of regulatory and legal requirements, as well as contractual restrictions, applicable to Strategic Advisers and/or its internal policies, which are generally designed to comply with, limit the applicability of, or otherwise relate to such requirements. Such internal policies may also include aggregate holding limits or the potential for other restrictions set at the discretion of Fidelity Investments, which are generally designed to manage firm risk but may cause Strategic Advisers to be restricted from purchasing or selling securities on behalf of clients.

Additionally, with respect to the Fidelity® Equity-Income Strategy, the Model Portfolio provided by FMRC may reflect trading decisions previously made by FMRC for its discretionary client accounts. As a result, Service Accounts may receive prices that are more favorable or less favorable than the prices obtained by FMRC discretionary client accounts, particularly with respect to thinly traded securities.

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Aggregate holding limits and other investment limits applicable to such prior trading decisions, and collectively to the discretionary accounts of FMRC, Strategic Advisers, and their affiliates generally, may result in investment opportunities not being included in a Model Portfolio.

ONGOING REVIEW AND ADJUSTMENTS — EQUITY STRATEGIES

On a daily basis, Strategic Advisers will evaluate your Account with respect to a variety of factors to determine whether your Account may benefit from trading that day. Common reasons clients may 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. Please note that Strategic Advisers uses the prior night’s closing prices in determining whether your Account requires trading on a given day, and in general does not attempt to conduct ongoing intra-day Account evaluations, nor attempt to time intra-day price fluctuations in its decisions to buy or sell securities. Strategic Advisers does not anticipate that each Account will be traded each day.

Each of the securities purchased in the SMAs will appear on your Account statement. Securities selected for the SMAs may be individually tailored based on your existing holdings and unique financial situation and, where applicable, on the tax attributes of the assets in your Account. You can expect that the securities that comprise the SMAs in your Account may vary, perhaps significantly, from the securities purchased for other clients enrolled in your strategy.

INFORMATION REGARDING TAX-SENSITIVE INVESTMENT MANAGEMENT — TAXABLE ACCOUNTS IN EQUITY STRATEGIES

For Accounts within the Fidelity® Tax-Managed U.S. Equity Index Strategy, multiple tax management techniques are employed to seek to generate tax alpha within the stated investment objective. These tax management techniques will be used proactively to seek to enhance after-tax returns. For taxable accounts within the Fidelity® Equity-Income Strategy, we may also implement tax management techniques, on a limited basis, consistent with the strategy, although tax management is not a primary goal of the strategy. The fact that the strategy is based on the Model Portfolio will limit the degree to which tax management techniques can be implemented.

When Strategic Advisers utilizes tax management techniques, Strategic Advisers will consider only the potential federal income tax consequences of holding, buying, and selling securities as part of its investment management services in an effort to enhance your after-tax returns. Over the long run, this extra level of management is intended to contribute to helping you reach your investment goals. However, Strategic Advisers may implement trades in accounts that trigger significant tax consequences as they seek to manage the accounts consistently with long term strategy investment objectives.

Prior to making trading decisions to buy, hold, or sell securities for your taxable Account, Strategic Advisers may consider the following, consistent with the applicable investment strategy:

Ability to harvest tax losses. Individual stock positions may experience price declines, possibly below your adjusted tax basis in the security, as determined by the tax basis information on record for your Account. In such instances, Strategic Advisers may choose to realize losses in your Account for tax purposes, as determined by the tax basis information on record for your Account. Under certain circumstances, you may then be able to use these realized capital losses to offset other capital gains and up to $3,000 of ordinary income ($1,500 if married filing separately) when you file your federal income tax return. In cases where a position is sold to realize a capital loss for tax purposes, the position usually will be replaced with similar investments in order to maintain consistent market exposure. In harvesting tax losses, Strategic Advisers does not attempt to harvest every tax loss that occurs in your Account. Instead, Strategic Advisers will evaluate your Account for the presence of significant tax losses as part of its overall analysis as to whether a given security should be purchased, held, or sold.

Opportunity to avoid and/or postpone capital gain realizations. As applicable, Strategic Advisers reviews each specific lot of securities in your Account — a block of shares bought at a particular time at a particular price — and weighs the potential federal income tax burden associated with selling

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that lot against the potential investment merits of the sale, such as performance potential, added diversification, and support of risk-management strategies. Once the decision has been made to sell a security, Strategic Advisers will attempt to sell the lot(s) that will generate the lowest overall federal income tax burden (or generate a loss for tax purposes), using the tax basis and holding period information on record.

MATERIAL INVESTMENT RISKS

All investment strategies, including the investment strategies of the Service, pose risks, and many factors affect an Account’s 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) may see values fluctuate in response to changes in interest rates. 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. 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 in 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. Additionally, investments or Accounts that pursue debt exposure are subject to risks of prepayment or default. 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 and a Bond Strategy’s exposure to the municipal bond market) may be significantly impacted by events specifically affecting those industries or markets. Additionally, Accounts may be 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.

In general, an investment through the Service is subject to the following investment risks:

Risk of Loss. All investment strategies, including the investment strategy of the Service, involve the risk of loss of a portion of or all assets. You should be prepared to bear such losses in connection with investments through the Service. Investments in your Account are not a deposit in a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. The value of your investment will fluctuate over time, and you may gain or lose money.

Money Market Fund Risk. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund’s sponsor, have no legal obligation to provide financial support to money market funds and you should not expect that the sponsor will provide financial support to the fund at any time.

Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund’s weekly liquid assets fall below 30% of its total assets because of market conditions or other factors.

Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, Strategic Advisers and its affiliates are susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may 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; or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites

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(i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting Strategic Advisers and its affiliates, or any of their service providers (including, but not limited to, accountants, custodians, transfer agents, and financial intermediaries used by a fund or account) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate NAV, 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 a fund or account invests, counterparties with which a fund or 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.

Bond Strategies

Accounts in the Bond Strategies are subject to the following additional risks:

Risks of the Bond Strategies. While Strategic Advisers or the Sub-Adviser, as applicable, is responsible for managing all enrolled Accounts in accordance with the relevant Bond Strategy, because of the fragmented and thinly traded nature of the municipal bond market, and because of client-specific factors, two clients who invest the same amount on the same date may have entirely different individual securities in their portfolios.

Small Account Risk. Smaller market value Accounts may be subject to greater risks than larger Accounts. For example, a smaller Account may be less diversified due to the possibility of holding fewer positions. Also, the positions may be smaller in dollar size compared with those held by a larger Account, potentially reducing their liquidity. In addition, smaller municipal bond positions are typically more expensive to sell, with wider bid/ask spreads leading to reduced liquidity. These wider spreads lead to higher transaction costs and have the potential to make an otherwise desired trade uneconomical. This may result in a higher incidence of Strategic Advisers or the Sub-Adviser waiting for bonds to mature prior to changing the profile of an Account, rather than actively trading the Account. As a result, it may be more difficult to provide meaningful active management for smaller Accounts (e.g., Accounts below the product minimum) and, among other things, the Sub-Adviser may not be able to maintain the portfolio within the desired duration range.

In addition, it may take the Sub-Adviser more time to sell a small position while the Sub-Adviser waits for an acceptable price. When trying to replace a maturing bond, the Sub-Adviser may also have to take more time to find a bond to fit into a smaller account due to the lower liquidity. With fewer positions, there is less diversity and more dispersion in performance.

In addition, the individual fixed income securities in your Account may be subject to the following risks:

Municipal Market Volatility. Municipal bonds 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 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 may be relying for funding may 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 may directly impact the liquidity and valuation of municipal bonds.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. Entities providing credit support or a maturity-shortening structure also can be affected by these types of changes.

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If the structure of a bond fails to function as intended, the security could decline in value. Lower-quality bonds (those of less than investment-grade quality) tend to be particularly sensitive to these changes. Municipal bonds backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues for the project or from the assets. If the IRS determines that an issuer of a municipal bond has not complied with applicable tax requirements, interest from the municipal bond could become taxable, and the municipal bond could decline significantly in value.

Lower-quality bonds involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality bonds often fluctuates in response to issuer, political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty.

Certain contingent convertible securities may be debt securities, as determined by the Sub-Adviser to the Fidelity Core Bond Strategy. Contingent convertible securities are securities typically issued by banking institutions that, under certain circumstances, either convert into common stock of the issuer or have their principal written down upon the occurrence of certain triggers. The triggers are generally linked to regulatory capital thresholds or regulatory actions calling into question the issuing banking institution’s continued viability as a going-concern. These equity conversion or principal write-down features involve additional risk, including cancellation of interest payments by the issuer or a regulatory authority, subordination to other creditors due to either a liquidation or other bankruptcy-related event or a conversion of the security from debt to equity, and a write-down of the security’s principal amount. The value of contingent convertibles is unpredictable and will be influenced by many factors.

Liquidity Risk. The Service is not designed to allow for early withdrawals of principal. Withdrawal requests in excess of the cash available in your Account would require Strategic Advisers or the Sub-Adviser, as applicable, to sell one or more bonds from your Account. Some bonds may be difficult to sell, and the last quoted price for a bond may be based on the last price at which the bond was traded, which may not accurately reflect the current market price. Strategic Advisers or the Sub-Adviser may need additional time to sell your bonds, especially if you own a small amount of bonds of one or more issuers. There can be no assurance as to how long it might take to sell your bonds, nor can there be any assurance as to how long it may take to reinvest additional proceeds received or deposits made into your Account. The sale price may be substantially lower than the price that you paid, the price at which the bond was previously traded, or the price at which the bond is currently valued.

Default Risk. If a bond issuer fails to make either a coupon or principal payment on its bonds as they come due, the bond is said to be in default. This could arise in connection with the issuer’s bankruptcy or a failure to meet some other provision of the bond indenture, such as a reporting or debt service reserve requirement. Bondholders are creditors of an issuer; therefore, in the event of a default, their interests in the assets of an issuer take priority over stockholders when receiving a payout from the liquidation or restructuring of an issuer. There are also differences in the order of priority of payment among all the bondholders of an issuer, and the type of bond you hold will determine your status.

Credit Risk. A bond’s credit quality is an important consideration when evaluating investment choices. Credit-rating services may assign a credit rating to a bond and/or bond issuer based on analysis of the issuer’s financial condition and management, economic and debt characteristics, and the specific revenue sources securing the bond. The highest ratings are Aaa (Moody’s) and AAA (Standard & Poor’s). Bonds rated in the Baa/BBB category or higher are considered investment grade; bonds with lower ratings are considered higher risk, speculative, or high yield. Lower-rated bonds will often have higher yields to compensate investors for increased risk. You should consider

your risk tolerance when evaluating potential bond investments. Bond issuers may pay a premium to an insurer, who will provide interest and principal payments on the bond in the event of the failure of the issuer to do so. The credit rating of these insured bonds can be higher than that of the issuer. In the case of insured bonds, evaluating the rating of the insurer as well as the issuer is recommended for a more complete assessment of the bonds’ credit risk profile. The rating of the issuer is sometimes referred to as the underlying rating. Should something change that causes a rating agency to change its rating for a particular bond or issuer, the market price of the bond and the resultant yield on the bond is likely to change as a result. Investors are encouraged to learn more about the rating definitions and methodologies used by the various rating services. These definitions and methodologies are available at www.moodys.com and www.standardandpoors.com.

Interest Rate Changes. Bonds have varying levels of sensitivity to changes in interest rates. In general, the price of a bond can fall when interest rates rise, and can rise when interest rates fall. Bonds with longer maturities can be more sensitive to interest rate changes. In other words, the longer the maturity of a bond, the greater the impact a change in interest rates could have on the bond’s price. In addition, short- and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term bonds tend to react to changes in short-term interest rates, and long-term bonds tend to react to changes in long-term interest rates.

Taxes. Interest income generated by municipal bonds is generally expected to be exempt from federal income taxes. Municipal bonds held by an investor with legal residence in the state of issuance are also generally exempt from state and local income taxes. In addition, in some cases, interest income generated by municipal bonds issued by states and/or territories in which the investor does not reside may be exempt from state and/or local taxes depending on the rules of the investor’s state of residence. Such interest income may be subject to federal and/or state alternative minimum taxes. Investing in municipal bonds for the purpose of generating tax-exempt income may not be appropriate for investors in all tax brackets. Generally, tax-exempt municipal bonds are not appropriate holdings for tax-advantaged accounts, such as IRAs and 401(k)s. Short- and long-term capital gains and gains characterized as market discount recognized when municipal bonds are sold or mature are generally taxable at both the state and federal level. Short- and long-term losses recognized when municipal bonds are sold or mature may generally offset capital gains and/or small amounts of ordinary income at both the state and federal level. 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 may be removed or phased out for investors at certain income levels.

Call Provisions. Bonds may have a call feature that allows or requires the issuer to redeem the bonds at a specified price and date before maturity. Because a call provision offers protection to the issuer, callable bonds usually offer a higher yield than comparable noncallable bonds, to compensate the investor for the risk that the investor might have to reinvest the proceeds of a called bond at a lower interest rate. Bonds are often called when interest rates have declined from the time the bond was issued. For bonds with a call feature, investors should be aware of the yield to call as well as the yield to maturity. For callable bonds, a call may result in a lower-than-expected yield or even a loss. Investors may also face reinvestment risk, discussed below. Investors should also be aware of extraordinary redemption provisions. These provisions give a bond issuer the right to call the bonds due to a one-time occurrence, as specified in the offering statement. The circumstances could range from natural disasters, interruption to revenue sources, unexpended bond proceeds, or canceled projects, among other scenarios.

Reinvestment Risk. In a declining interest rate environment, bondholders risk having to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates.

Inflation Risk. This type of risk refers to the reduced purchasing power of a bond investor’s future coupon payments and principal, collectively known as cash flows, which occurs in an environment of prevailing higher inflation rates.

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Legislative and Regulatory Risk. Investments in your Account may be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations can impact the securities markets as a whole, specific industries, individual issuers of securities, and Strategic Advisers’ determinations with respect to the expected rate of return, value, or creditworthiness of a particular security. The impact of these changes may not be fully known for some time.

State Concentration Risk. For state-preference portfolios, concentrating investments in a particular state will subject an Account to greater risk of adverse economic conditions and regulatory changes compared with an Account with broader geographic diversification. Unfavorable political or economic conditions within a state can affect the credit quality of investments in that state. In addition, certain of the risks noted above, such as Liquidity Risk and Issuer-Specific Change Risk, may be heightened as a result of concentration of bonds issued by a single state.

Equity Strategies

Equity Strategies, and individual securities in a client’s Account, may be subject to the following risks:

Stock Investments. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. Value and growth stocks can perform differently from other types of stocks. For example, certain growth stocks can be more volatile than the market, and certain value stocks can continue to be undervalued by the market for long periods of time. In addition, stock investments may be subject to risk related to market capitalization as well as company-specific risk.

Quantitative Investing. Funds or securities selected using quantitative analysis (i.e., utilizing stock selection models based on valuation, quality, and sentiment factors) 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. Therefore, your Account may under-perform or outperform the index on a pre-tax basis. To the extent that securities become more correlated, the strategy may be less effective in achieving outperformance.

Fundamental Investing. Funds or securities selected using fundamental analysis (i.e., evaluating an issuer’s financial condition and/or industry position, valuation, as well as forecasting market and economic conditions) can perform differently from the market when the fundamental models fail to accurately forecast return and risk. Therefore, your Account may under-perform or outperform the index on a pre-tax basis. To the extent that securities become more correlated, the strategy may be less effective in achieving outperformance.

Foreign Exposure. Foreign securities are subject to interest rate, currency exchange rate, economic, regulatory, and political risks, all of which may be greater in emerging markets. These risks are particularly significant for funds/ETFs that focus on a single country, region, or emerging markets. Foreign markets may 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.

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.

ETFs. An ETF is a security that trades on an exchange and may seek to track an index, commodity, or a basket of assets like an index fund. However, some ETFs are actively managed and do not seek to track a certain index or basket of assets. Passive ETFs seek to replicate the performance of relevant market indices. ETFs may trade at a premium or discount to their net asset value (“NAV”) and may also be affected by the market fluctuations of their underlying investments. They may also have unique risks depending on their structure and underlying investments.

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Risks and Limitations Associated with Tax-Sensitive Investment Management Techniques. The Strategic Advisers investment team will generally attempt to defer realization of short-term capital gains in favor of long-term gains. Strategic Advisers applies tax-sensitive investment management techniques, at its discretion. Strategic Advisers does not actively manage for state or local taxes; foreign taxes on non-U.S. investments; or estate, gift, or generation-skipping transfer taxes. Strategic Advisers relies on information provided by clients in its effort to provide tax-sensitive investment management and does not offer tax advice. Strategic Advisers cannot guarantee the effectiveness of its tax-sensitive investment management techniques in serving to reduce or minimize a client’s overall tax liability or the tax results of a given transaction.

Risks Associated with the Fidelity® Tax-Managed U.S. Equity Index Strategy. The strategy relies on a quantitative model that is designed to replicate the overall return and risk characteristics of the S&P 500® Index. To the extent that the quantitative model fails to adequately match the risk and return profile of the index, your Account may perform differently; it may under-perform, or it may outperform the S&P 500® Index on a pre-tax basis. In addition, to the extent that the components of the index perform in a highly correlated fashion, the strategy may be less effective at harvesting the tax losses on which the after-tax portion of the strategy relies.

Risks Associated with the Fidelity® Equity-Income Strategy. The strategy relies on Strategic Advisers’ ability to purchase investments from among the model provider’s equity Model Portfolio holdings. This may not be possible due to liquidity constraints or aggregate holdings limitations, among other reasons. Your portfolio may perform differently from the Model Portfolio.

OTHER INFORMATION ABOUT THE MANAGEMENT OF YOUR ACCOUNT

You are entitled to impose reasonable restrictions on the management of your Account. Any management restriction you may wish to impose is subject to the review and approval of Strategic Advisers and the Sub-Adviser as applicable. Such restrictions may include prohibitions with respect to the purchase or sale of particular assets, provided such restriction is not inconsistent with the strategy you have selected, or is not fundamentally inconsistent with the nature or operation of the Service.

If a restriction is accepted, assets will be invested in a manner that is appropriate given your restriction. Accounts with imposed management restrictions may not achieve the intended investment objectives and may experience different performance from Accounts without restrictions, possibly producing lesser overall results. Account restrictions should be requested through your Fidelity representative.

Strategic Advisers maintains policies and procedures that address the identification and correction of errors, consistent with applicable standards of care, to ensure that you are treated fairly when an error has been detected. In the event that an incident or event occurs that interrupts normal investment-related activities, the determination of whether an incident constitutes an error is made by Strategic Advisers or its affiliates, in their sole discretion. Incidents involving aggregate holding compliance violations may or may not be deemed by Strategic Advisers to be errors, depending on the facts and circumstances. To the extent that client accounts own securities that directly or indirectly contribute to certain aggregate ownership thresholds being exceeded, Strategic Advisers may sell securities held in such accounts in order to bring account-level and/or aggregate ownership below the relevant threshold. If any such sales result in losses for client accounts, those client accounts may bear such losses depending on the particular circumstances. Strategic Advisers or its affiliates will review the relevant facts and circumstances of each incident and, if deemed to be an error, will resolve the error in a timely manner.

In the event that Strategic Advisers or its affiliates or the Sub-Adviser to a Bond Strategy makes an error that has a financial impact on your Account, Strategic Advisers, its affiliates, or the Sub-Adviser (as applicable) will generally return your Account to the position it would have held had no error occurred. Strategic Advisers will evaluate each situation independently. This corrective action may result in financial or other restitution to your Account, or inadvertent gains being reversed out of the Account. Any corrective action may result in a corresponding loss or gain to Strategic Advisers, its

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affiliates, or the Sub-Adviser. Other measures to correct an error may be facilitated through a fee credit or a deposit to your Account, which may result in a taxable gain. Unless prohibited by applicable regulation or a specific agreement with you, Strategic Advisers will net your gains and losses from the error or a series of errors with the same root cause and compensate you for the net loss. In general, compensation is expected to be limited to direct monetary losses and will not include any amounts that Strategic Advisers deems to be speculative or uncertain. Strategic Advisers and its affiliates have established error accounts for the resolution of errors, which may be used depending on the facts and circumstances. Strategic Advisers is not obligated to follow any single method of resolving errors. We may not reimburse for certain errors where your loss is less than $10 per account; in such cases, we have instituted procedures designed to prevent Strategic Advisers from receiving economic benefits from limiting the correction of such errors.

Additionally, funds and Accounts may be subject to operational risks, which 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. These incidents as well as incidents resulting from the mistakes of third parties may not be compensable by Strategic Advisers to you.

In certain instances, a “do-not-trade” order may be placed on your Account for reasons including, but not limited to, processing a trade correction, your request, or to comply with a court order. For the period when a do-not-trade order is on your Account, Strategic Advisers will suspend management of your Account and will not monitor your Account for potential buys and sells of securities. Additionally, any deposits to your Account during a do-not-trade period will not be invested. Strategic Advisers is not held responsible for any market loss experienced as a result of a do-not-trade order.

Strategic Advisers is responsible for the oversight and monitoring of the Service, the Sub-Advisers to the Bond Strategies, and any model portfolio provider for the Fidelity® Equity-Income Strategy. Strategic Advisers, in coordination with your Fidelity representative, will facilitate all necessary communications with you regarding the Service. You should contact your Fidelity representative regarding questions associated with your Account, or to update your IPQ or any of the other information associated with your participation in the Service.

While Strategic Advisers’ investment advisory services generally include discretionary authority to determine which securities to purchase or sell, the total amount of such purchases and sales, and the brokers or dealers through which transactions are effected, where Strategic Advisers has hired a Sub-Adviser for a Bond Strategy, this authority will be delegated to the Sub-Adviser under the terms of the agreement between Strategic Advisers and the Sub-Adviser. Where Strategic Advisers has hired a Sub-Adviser, the Sub-Adviser will provide discretionary investment management and execution services for your Account, and conduct all trading and reconciliation in your Account subsequent to your Account being funded. In providing discretionary management services, the Sub-Adviser is responsible for investing and reinvesting the assets of your Account by selecting the securities that your Account may use, and overseeing the placement of purchase and sale orders on behalf of your Account, and Strategic Advisers will not recommend, select, or play a role, direct or indirect, in the Sub-Adviser’s selection of particular securities to be purchased for or sold on behalf of your Account.

As part of your Account Application, you will be required to execute a power of attorney that grants Strategic Advisers and, if applicable, the Sub-Adviser, full discretionary trading authority over your Account. As discussed, Strategic Advisers’ discretionary investment authority over Bond Strategy Accounts is limited to the extent the Sub-Adviser is managing your Account on a discretionary basis. Strategic Advisers’ and the Sub-Adviser’s discretionary investment authority also may be limited by the terms of the Client Agreement, written investment guidelines and policies, any reasonable restrictions imposed by you, and Strategic Advisers’ and the Sub-Adviser’s obligation to comply with federal securities law.

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Strategic Advisers may replace the Sub-Adviser to a Bond Strategy, or the Model Portfolio provider for the Fidelity® Equity-Income Strategy, without prior notice to you. Factors involved in Strategic Advisers’ decision to replace a Sub-Adviser or a Model Portfolio provider may include a failure to adhere to the investment strategy, a material change in professional staff, unexplained poor performance, and dispersion of client Account performance, as applicable, among others.

PROXY VOTING POLICY AND PROCEDURES

For the Bond Strategies, Strategic Advisers does not acquire authority for or exercise proxy voting on your behalf in connection with your Account. You will receive proxy materials directly from the issuers of funds or individual securities, their service providers, or National Financial Services LLC (“NFS”), member NYSE, SIPC, the custodian of your Account and an affiliate of Strategic Advisers. Strategic Advisers will not advise you on the voting of proxies. You must exercise any proxy voting directly.

Equity Strategy clients may request that Strategic Advisers act as their agent for receipt of certain legally required communications, including prospectuses, annual and semiannual reports, and proxy materials, or for mutual funds and other securities that are not managed by Strategic Advisers or an affiliate thereof. You may also direct Strategic Advisers to act as your agent to vote proxies on your behalf for the funds and other securities held in your Account. For Fidelity mutual funds and ETFs, clients may instruct Strategic Advisers to vote proxies of a Fidelity fund or ETF in the same proportion as the vote of all other holders of such Fidelity fund or ETF. For non-Fidelity funds, ETFs, and other securities, clients may instruct Strategic Advisers to vote proxies pursuant to the directions provided by Institutional Shareholder Services Inc. (“ISS”), an unaffiliated third-party proxy advisory services provider.

Please note that, unlike general proxy votes, Strategic Advisers generally treats certain voluntary corporate actions as subject to the exercise of its discretion as an investment manager. Accordingly, Strategic Advisers will make decisions with respect to voluntary corporate actions directly as part of the investment management services it provides to client Accounts. However, clients retain the right to make elections with respect to voluntary corporate actions if they so choose; if a client would like to make an election with respect to a security subject to a voluntary corporate action, clients may contact a Fidelity representative to transfer the security out of the client’s Account.

In connection with this election, you acknowledge that Strategic Advisers is acting solely at your direction, and does not exercise discretion with respect to the voting of any proxy. For more information about ISS’s proxy voting policies, see the ISS proxy voting guidelines summary included in the application materials, or contact your Fidelity representative. You may contact Strategic Advisers directly to obtain a copy of its proxy voting guidelines, a copy of ISS’s summary proxy voting guidelines, and information on how their investment proxies were voted.

ASSETS UNDER MANAGEMENT

Strategic Advisers’ total assets under management as of December 29, 2017, were $324,851,600,000 on a discretionary basis, and $15,556,800,000 on a nondiscretionary basis. Assets under management in Fidelity® Strategic Disciplines on a discretionary basis as of December 29, 2017, were $20,994,400,000 and are included in the total assets under management listed above.

C L I E N T I N F O R M AT I O N P R O V I D E D T O P O R T F O L I O M A N A G E R S

Strategic Advisers’ investment management team (“Investment Managers”) has access to your relevant Account information; however, the investment management of your Account is based on the suitability determination for investment in the Service and on the completeness and accuracy of the information provided to Strategic Advisers in your IPQ, Account Application, and other

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documentation. For tax-sensitive strategies, Strategic Advisers’ investment methodology relies on having accurate information about your overall tax situation, as well as the tax basis of the securities in your Account. If you have any changes to your personal, financial, or tax situation, you should contact your Fidelity representative to ensure that your Account is managed based on the most accurate information available. Failure to notify your Fidelity representative of material changes to your information could affect the suitability of your investment through the Service. Where Strategic Advisers selects a Sub-Adviser to a Bond Strategy, the Sub-Adviser will be provided with access to your relevant personal and financial information necessary to allow the Sub-Adviser to manage your Account. Strategic Advisers will provide the Sub-Adviser with any changed information that is relevant to the management of your Account. With respect to Fidelity® Equity-Income Strategy Accounts, FMRC is not acting as an investment adviser or portfolio manager, and Strategic Advisers will not provide any client information to FMRC in connection with FMRC’s provision of the Model Portfolio to Strategic Advisers.

C L I E N T C O N TA C T W I T H P O R T F O L I O M A N A G E R S

You should contact your Fidelity representative regarding questions about your Account, to update your IPQ, or to provide an update about your personal situation or any other information that may impact how we manage your Account. Your Fidelity representative will act as liaison between you and both the Investment Managers and any Sub-Adviser to a Bond Strategy, and is responsible for communicating your information and questions to the Investment Managers to ensure appropriate management of your Account. In general, where Strategic Advisers has hired a Sub-Adviser, the Sub-Adviser’s investment team is responsible for all the investment management provided regarding individual securities in your Account. Strategic Advisers’ or the Sub-Adviser’s investment team, as applicable, will provide you with information about the management of your Account from time to time, but, absent special circumstances, generally will not meet with you or answer your questions directly. FMRC is not acting as an investment adviser or portfolio manager to Fidelity® Equity-Income Strategy Accounts, and you will not be granted access to FMRC portfolio management staff with respect to specific questions or requests.

A D D I T I O N A L I N F O R M AT I O N

REVIEW OF ACCOUNTS

Strategic Advisers seeks to maintain accurate information concerning your financial situation and investment objectives, including any reasonable restrictions or reasonable modifications of existing restrictions you may wish to impose regarding the management of your Account. You are responsible for the accuracy and completeness of your IPQ information and other portfolio preferences used to manage your Account. Strategic Advisers and the Sub-Adviser, if applicable, will rely on this information in making an initial Investment Proposal and in managing your Account.

Annual Strategic Review

The Annual Strategic Review is an important part of the management process that helps to ensure the strategy you have selected remains appropriate for you. At least once a year, Fidelity’s Portfolio Advisory Services will request information regarding any changes to your investor profile and whether you wish to impose any reasonable restrictions on the management of your Account, in an effort to ensure that your investment through the Service remains appropriate. If we fail to hear from you during the Annual Strategic Review process, Strategic Advisers will determine if the SMA in which you are enrolled continues to be suitable for you by updating your age, your goal horizon, and all date-relative elements of the IPQ. Strategic Advisers will also consider updated balances of your Fidelity record-kept accounts, as well as updated balances of certain outside accounts and additional accounts you may have otherwise provided to Fidelity, but will otherwise assume that your IPQ responses have not changed. In some cases, the change in your age and your goal horizon may be sufficient for Strategic

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Advisers to determine that the Service and/or the particular SMA in which you are enrolled is no longer suitable for you, and either propose a more suitable product or require that your participation in the Service be terminated.

In addition, Strategic Advisers may from time to time modify the information to be solicited by the IPQ, as well as the eligibility criteria for the Service or a particular strategy. Such modifications may require that you provide new information in order for Strategic Advisers to determine if the strategy you selected continues to be suitable for you. If you do not contact your Fidelity representative with updates to the information provided in your IPQ, Strategic Advisers may update your age, goal horizon, and Fidelity record-kept account balances, but will otherwise assume that your IPQ responses have not changed.

If, based on your input, there are any changes in your personal circumstances or investment objectives, or if, because we were unable to collect updated responses, we are unable to assess the suitability of the SMA in which you are invested, we may determine that the strategy you selected is no longer appropriate for you and, upon notice, close your Account. If you have multiple advisory relationships with Strategic Advisers, you will need to update your personal, financial, and other important information independently for each respective Service and/or strategy. Strategic Advisers may monitor certain activity in your Account and contact you to confirm responses in your IPQ; however, you continue to be responsible for contacting your Fidelity representative with any changes to the IPQ information and your personal situation. Please note that if your Account is associated with the Fidelity Wealth Management AdvisorySM program, your investor profile will be updated at least annually in conjunction with Fidelity Wealth Management AdvisorySM.

Tax Information

For taxable Accounts, Fidelity will report certain cost basis, gain/loss, and holding-period information on “covered securities” to the IRS on Form 1099-B (which you will receive as part of your year-end consolidated tax statement). In addition, the Service provides estimated tax basis, corresponding realized and unrealized gain and loss, and holding-period information to you as a courtesy. Regardless of whether the information is reported to the IRS or only to you as a courtesy, information reported by Fidelity may not reflect all adjustments required for tax purposes. For example, transactions occurring in other accounts may require you to make adjustments not captured by your 1099-B or the Service.

Account Notifications

At least quarterly, you will receive a written reminder to notify Strategic Advisers of any change in your financial situation or investment needs. At any time your personal or financial situation changes, you should contact your Fidelity representative to initiate a review. Changes to IPQ information may not currently be processed through Fidelity.com and may be made only by contacting your Fidelity representative. Your Fidelity representative will serve as an ongoing liaison between you and Strategic Advisers’ Investment Managers.

You will receive confirmations for any trades placed in your Account; provided, however, with respect to automatic investments, automatic withdrawals, dividend reinvestments, and transactions that involve your core Fidelity money market fund, your account statement will serve in lieu of a confirmation. Account statements detail all holdings and transaction information, including trades, additions, withdrawals, shifts in investment allocations, and estimated gain/loss and tax basis information at your election for the period covered. You will also receive advisory fee information in your Account statements during the month in which the advisory fee is paid and at year-end. Account statements and confirmations are also available online at Fidelity.com and by enrolling in the electronic delivery program. Upon signing up for this service, you will be notified by email of the availability of documents and sent a link or Internet address where the documents can be accessed. You will not pay a different fee based on your decision to receive electronic Account statements or trade confirmations.

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CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING

CODE OF ETHICS

Strategic Advisers has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to all officers, directors, and employees of Strategic Advisers and requires that they place the interests of Strategic Advisers’ clients above their own. The Code of Ethics establishes securities transactions requirements for all covered employees and their covered persons, including their spouses. More specifically, the Code of Ethics contains provisions requiring:

(i) Standards of general business conduct reflecting the advisers’ fiduciary obligations

(ii) Compliance with applicable federal securities laws

(iii) Employees and their covered persons to move their covered accounts to FBS unless an exception has been granted

(iv) Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information

(v) Prohibition of purchasing securities in initial public offerings unless an exception has been approved

(vi) Reporting of Code of Ethics violations

(vii) 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, including (i) preclearing of transactions in covered securities; (ii) prohibiting investments in limited offerings without prior approval; (iii) reporting of transactions in covered securities on a quarterly basis; (iv) reporting of accounts and holdings of covered securities on an annual basis; and (v) disgorgement of profits from short-term transactions unless an exception has been approved. Violation of the Code of Ethics requirements may 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 Strategic Advisers. A copy of the Code of Ethics will be provided upon request.

Strategic Advisers, its advisory affiliates, or a related person may buy or sell for itself securities that it also recommends to clients. The potential conflicts of interest involved in such transactions are governed by the Code of Ethics, which establishes sanctions if its requirements are violated and requires that Strategic Advisers, its advisory affiliates, or a related person place the interests of Strategic Advisers’ clients above their own. For information about our practice with respect to conflicts regarding trading with affiliates, please refer to the “Account Requirements and Types of Clients” section within this document.

From time to time, in connection with its business, Strategic Advisers may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, Strategic Advisers has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals or any other employees and that may limit the transactions Strategic Advisers can implement for your Account.

In addition, Strategic Advisers has implemented a policy on Business Entertainment and Workplace Gifts, intended to set standards for business entertainment and gifts to help employees make sound decisions with respect to these activities, and to ensure that the interests of Strategic Advisers’ clients come first. Similarly, to ensure compliance with applicable “pay to play” laws, Strategic Advisers has adopted a Political Contributions and Activity policy that requires all employees to preclear any political contributions and activities.

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The servicing and distribution fees that FBS or NFS receives from a fund and/or its affiliate are in addition to the advisory fees that you pay Strategic Advisers. However, any such amounts received by FBS or NFS will be offset against your annual advisory fee by a corresponding Credit Amount equal to the amount of revenue received. Each Fidelity fund pays investment management fees and other fees to Fidelity Management & Research Company (“FMRCo”), Strategic Advisers, or their affiliates. In addition, affiliates of Strategic Advisers are compensated for providing distribution, transfer agency, shareholder servicing, and custodial and other services to certain Fidelity funds. The compensation received by Strategic Advisers and its affiliates from investments in Fidelity funds will generally exceed, prior to the application of the Credit Amount, the compensation from investments in non-Fidelity funds. Strategic Advisers seeks to address this potential conflict through the application of the Credit Amount noted above, and through the application of fund selection criteria and personnel compensation arrangements that do not differentiate between Fidelity and non-Fidelity mutual funds. Strategic Advisers investment professionals are compensated partially based on account performance, and are not compensated based on the amount of Fidelity or non-Fidelity mutual funds used in the Service.

BROKERAGE PRACTICES

Investment Discretion

With respect to the Bond Strategies, Strategic Advisers has discretionary authority to purchase and sell securities for your Account. However, where Strategic Advisers has hired a Sub-Adviser, the Sub-Adviser will be responsible for selecting investments and exercise full trading authority, including all decisions regarding the purchase and sale of municipal bonds, the price to be paid, and the selection of broker-dealers to execute the transactions, and Strategic Advisers shall not exercise discretion over or play a role, direct or indirect, in investment selection or trading in your Account. In exercising its trading authority, the Sub-Adviser may buy and sell on the primary and secondary markets, participate in retail order periods when available, and aggregate trades with other clients where possible. Where Strategic Advisers has delegated discretionary management responsibilities to a Sub-Adviser, the Sub-Adviser shall seek best execution in executing trades on behalf of clients. For a full discussion of the Sub-Adviser’s brokerage practices, please refer to the relevant Sub-Adviser’s brochure.

Where Strategic Advisers has not delegated discretionary management of a Bond Strategy to a Sub-Adviser or the sub-advisory arrangement between Strategic Advisers and a Sub-Adviser to a Bond Strategy terminates, Strategic Advisers will be responsible for the selection of broker-dealers with which to execute clients’ securities transactions, and shall seek best execution on behalf of clients. With regard to trades in municipal bonds, the municipal market is fragmented and some issues are thinly traded and may have extended settlement periods, which can impact the time to meet a withdrawal request or transition your Account.

With respect to Equity Strategies, Strategic Advisers has discretionary authority to purchase and sell various individual securities. FMRC does not have discretion with respect to any client Accounts. For the Service, all commissions are waived for transactions executed through affiliates of Strategic Advisers (see “Fees and Compensation”). However, the advisory fee charged for the Service does not cover the charges resulting from trades effected with or through broker-dealers other than affiliates of Strategic Advisers, or cover mark-ups or mark-downs by broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, electronic fund and wire transfer fees, and any other charges imposed by law or otherwise agreed to with regard to your Account. One non–Fidelity-related charge applies to sales of securities made for accounts — an industry-wide charge mandated by the SEC and totaling a few cents per $1,000 of securities sold. Please note that the amount of this regulatory fee may vary over time, and because variations may not be immediately known to Fidelity, the amount may be estimated and assessed in advance. To the extent that such estimated amount differs from the actual amount of the regulatory fee, Fidelity may retain the excess.

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Trade Aggregation and Allocation

When effecting trades of individual securities for Bond Strategy Accounts, Strategic Advisers or the Sub-Adviser may aggregate these trades with trades for other clients when, in Strategic Advisers’ or the Sub-Adviser‘s judgment, as applicable, aggregation is in the best interest of all clients involved. Orders are aggregated in an effort to provide better execution, to negotiate more favorable commission rates, or to allocate equitably among clients the effects of any market fluctuations that might have otherwise occurred had these orders been placed independently. The transactions are averaged as to price and allocated as to amount according to the purchase and sale orders actually placed for each Account.

In connection with trading of individual securities for the Equity Strategies, Strategic Advisers may aggregate the purchase and sale of securities in an effort to provide better execution. Generally, Strategic Advisers reviews and adjusts Account holdings, as needed, based on the investment strategy for the client’s Account. With respect to trade allocation, Strategic Advisers’ policy is to treat each of its clients’ Accounts in a fair and equitable manner when allocating orders for the purchase and sale of securities. Strategic Advisers has adopted a trade allocation policy designed to achieve fairness and not to purposefully disadvantage comparable client Accounts over time when allocating purchases and sales. All allocations among a client’s Account and/or funds of funds managed by Strategic Advisers will be made in a manner consistent with Strategic Advisers’ fiduciary duties, taking into account all relevant factors.

Cross Trades

Strategic Advisers and any Sub-Adviser, as applicable, may effect agency “cross trades” (that is, trades in which Strategic Advisers or the Sub-Adviser, respectively, or any person controlling, controlled by, or under common control with Strategic Advisers or the Sub-Adviser, respectively, acts as investment adviser to you, and as broker for you and for the party or parties on the other side of the trade) for Accounts to the extent permitted by law. In addition, to the extent permitted by law and applicable policies and procedures, Strategic Advisers and the Sub-Adviser may effect cross trades involving Accounts, in which a security is purchased in or sold from one account advised by us or the Sub-Adviser, respectively, or our or the Sub-Adviser’s affiliates, respectively, and sold or purchased from another account through a book-entry transfer (“adviser cross trades”), when Strategic Advisers or the Sub-Adviser believes such trades are in the best interest of all clients involved. We will only effect cross trades for bonds with current independent third-party prices. Cross trades will be done through a book-entry transfer, either directly or through a broker-dealer (including FBS or NFS), based on one or more third-party pricing services and/or actual market bids.

Soft Dollars

Strategic Advisers does not have a soft dollar program. From time to time, one or more Sub-Advisers responsible for executing portfolio transactions for Accounts may obtain brokerage or research services, consistent with Section 28(e) of the Securities Exchange Act of 1934 (“Exchange Act”), from broker-dealers in connection with the execution of portfolio security transactions for Accounts. For information regarding the soft dollar practices of the Sub-Adviser, please consult the relevant Sub-Adviser’s brochure.

Trading through Affiliates

For Bond Strategy Accounts where Strategic Advisers has not hired a Sub-Adviser and for Equity Strategy Accounts, Strategic Advisers is responsible for the execution of transactions for Accounts. With respect to these Accounts, Strategic Advisers and its delegates are authorized to place portfolio transactions with affiliated registered broker-dealers or transfer agents. Strategic Advisers will arrange for the execution of transactions through affiliated broker-dealers if Strategic Advisers reasonably believes that the quality of the execution of the transaction is comparable to what could be obtained through other qualified broker-dealers. In determining the ability of a broker-dealer to obtain best execution, Strategic Advisers will consider a number of factors, including the broker-dealer’s execution capabilities, reputation, and access to the markets for the securities being traded.

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In general, for Bond Strategy Accounts where Strategic Advisers has not hired a Sub-Adviser and for Equity Strategy Accounts, Strategic Advisers or its delegate will place trades with Fidelity Capital Markets (“FCM”), a division of NFS, with respect to the execution of trades for individual securities in your Account. Strategic Advisers may allocate up to 100% of your order to FCM, subject to Strategic Advisers’ obligation to obtain best execution. Strategic Advisers reasonably believes that the quality of the execution of transactions is comparable to or more favorable than what could be obtained through other qualified broker-dealer firms. To that effect and in order to continuously assure the quality of the execution, Strategic Advisers receives execution quality reporting from FCM, monitoring the quality of the execution of transactions allocated to FCM.

Clients will not be charged commissions on transactions executed through FCM. NFS transmits orders received for execution through FCM 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 publicly quoted market prices.

Strategic Advisers believes that FCM’s order-routing policies, taking into consideration all the factors listed above, are designed to result in transaction processing that is favorable to its customers. Where Strategic Advisers directs the market center to which an order is routed, FBS or FCM will route the order to such market center in accordance with Strategic Advisers’ instructions without regard to its general order-routing practices. FBS and/or FCM receives remuneration, compensation, or other consideration for directing customer orders for equity securities to certain market centers for execution. Such consideration may take the form of financial credits, monetary payments, rebates, volume discounts, or reciprocal business; provided, however, that neither FBS nor FCM receives any consideration in connection with directing the execution of equity trades for Accounts to market centers. 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 your request, and an explanation of order-routing practices will be provided on an annual basis. In addition, from time to time, Fidelity may provide aggregated trade execution data to customers and prospective customers.

Strategic Advisers and its affiliates may execute trading through an affiliated broker-dealer where the affiliated broker-dealer crosses the Strategic Advisers’ client’s trades with an affiliated broker-dealer’s client’s trades (agency cross transactions). Such transactions will be executed in accordance with Section 206(3) of the Investment Advisers Act of 1940 (“Advisers Act”), requiring written consent, confirmations of transactions, annual reporting, and compliance procedures.

In general, to comply with applicable law, Strategic Advisers will not conduct any brokerage transactions on a principal basis with any affiliate or affiliated broker-dealer. Where Strategic Advisers has delegated discretionary management authority to an unaffiliated Sub-Adviser, the Sub-Adviser may conduct brokerage transactions with a broker-dealer affiliated with Strategic Advisers on a principal basis to the extent permitted by law and subject to applicable restrictions. Where Strategic Advisers has not hired a Sub-Adviser, in general, to comply with applicable law, Strategic Advisers will not conduct any brokerage transactions on a principal basis with any affiliate or affiliated broker-dealer. However, a broker-dealer affiliated with Strategic Advisers, including NFS, may act as principal with respect to your transactions in other accounts maintained with Fidelity over which Strategic Advisers has no discretionary management authority to the extent permitted by law and subject to applicable restrictions.

CLIENT-DIRECTED BROKERAGE ACTIVITIES

During your participation in the Service, your Account will not be available for brokerage activities, outside of activities directed by Strategic Advisers or the Sub-Adviser to a Bond Strategy, as applicable, including, but not limited to, margin trading or trading of securities by you or any of your designated agents. Further, FBS’s responsibilities for the Service shall be limited solely to

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brokerage services relating to your participation in the Service. The activities for your Account will not apply or be related to any other activities or accounts that you may maintain with Fidelity.

CLIENT REFERRALS AND OTHER COMPENSATION

FMRCo and its affiliates and subsidiaries are compensated for providing services to one or more of the funds in which Strategic Advisers’ clients may invest. These would include FMRCo and subsidiaries as the investment adviser for the Fidelity funds, and Fidelity Investments Institutional Operations Company, Inc., as transfer agent for most of the Fidelity funds. In addition, one or more broker-dealer affiliates of the Fidelity funds may execute portfolio transactions for the funds. FMRCo may 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 mutual funds’ portfolio transactions.

As noted above, where Strategic Advisers has not hired a Sub-Adviser, Strategic Advisers may place portfolio transactions with affiliated registered broker-dealers or transfer agents. For additional information on these practices, please see the section entitled “Brokerage Practices.”

In connection with clients’ investments, certain personnel of Strategic Advisers may receive other economic incentives in addition to their normal compensation. In addition, our affiliates are compensated for providing distribution, transfer agency, servicing, and custodial services to certain Fidelity and non-Fidelity investments (certain of these fees are also used to calculate the Credit Amount, where applicable). The compensation that Strategic Advisers and its affiliates receive as a result of a client’s investment in the core Fidelity money market fund may exceed the compensation received from a client’s investments in non-Fidelity investment options; however, the Credit Amount calculation is designed to eliminate this disparity. The mutual fund fees and expenses for the various services that Strategic Advisers or our affiliates provide to the funds are disclosed in each Fidelity fund prospectus. These fees and expenses are paid by the Fidelity funds and are ultimately borne by the funds’ shareholders. See the section entitled “Fees and Compensation” above for additional information.

Client referrals are provided by affiliated entities, including FBS, or other affiliates, pursuant to referral agreements, where applicable. Payments may be made to affiliates for services that facilitate delivery of Strategic Advisers’ services. Additionally, Strategic Advisers may refer clients to other independent investment advisors in connection with a referral program in which such independent investment advisors participate for a fee. Additional details are available upon request.

Strategic Advisers receives referrals through its affiliate FBS, pursuant to a referral agreement, for which compensation is provided to FBS. In connection with your investment in the Service, certain FBS employees serve as investment adviser representatives of Strategic Advisers. As noted in “Fees and Compensation,” some Fidelity representatives receive economic incentives in addition to their normal compensation for distributing and supporting Service accounts.

CUSTODY

In order to participate in the Service, you must establish a brokerage account with FBS. NFS has custody of clients’ assets and will perform certain Account services, including the implementation of discretionary management instructions, as well as custodial, reporting, and related services. Strategic Advisers, FBS, and NFS personnel may share premises and have common supervision. You should carefully review all statements and other communications received from FBS and NFS.

DISCIPLINARY INFORMATION AND OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of or the integrity of Strategic Advisers or its management personnel. Strategic Advisers is a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which is a wholly owned subsidiary of FMR LLC. FMR LLC is a Delaware limited liability company that, together with its affiliates and subsidiaries, is generally known to the public as Fidelity Investments or Fidelity.

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Various direct or indirect subsidiaries of FMR LLC are engaged in investment advisory, brokerage, banking, or insurance businesses. From time to time, Strategic Advisers and its clients may have material business relationships with any of the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of Strategic Advisers may serve as officers and/or employees of affiliated companies that are engaged in various aspects of the financial services industry.

Strategic Advisers is not registered as a broker-dealer, nor does it have an application pending to register as a broker-dealer. Certain management persons of Strategic Advisers are registered representatives of FBS and/or Fidelity Investments Institutional Services Company, Inc., Strategic Advisers affiliates and registered broker-dealers.

Though Strategic Advisers may advise the mutual funds and other institutional accounts it manages regarding futures contracts, options, and swaps, Strategic Advisers currently operates pursuant to an exemption from registration with the Commodity Futures Trading Commission as a commodity trading adviser and/or a commodity pool operator.

Strategic Advisers is generally engaged in three areas of business:

1. Providing discretionary investment advisory services to individuals, trusts, retirement plans, investment companies, and charitable and other business organizations.

2. Providing nondiscretionary advisory products and services to individuals and financial intermediaries, and developing and maintaining asset allocation and portfolio modeling methodologies for use by our affiliates.

3. Providing educational materials concerning investment and personal finance.

From time to time, we or our clients may have a material business relationship with the following affiliated companies:

Investment Companies and Other Investment Advisers

• Fidelity Management & Research Company (“FMRCo”) is a wholly owned subsidiary of FMR LLC and is a registered investment adviser under the Advisers Act. FMRCo principally provides portfolio management services as an adviser or a sub-adviser to registered investment companies. FMRCo may also provide portfolio management services as an adviser or sub-adviser to clients of other affiliated or unaffiliated advisers. Strategic Advisers pays FMRCo an administrative fee for handling the business affairs of the investment companies Strategic Advisers advises. In addition, it is expected that Strategic Advisers may share employees from time to time with FMRCo.

• FMR Co., Inc. (“FMRC”), is a wholly owned subsidiary of FMRCo and is a registered investment adviser under the Advisers Act. FMRC may provide portfolio management services as a sub-adviser to certain of Strategic Advisers’ clients. FMRC may also provide portfolio management services as an adviser or a sub-adviser to clients of other affiliated and unaffiliated advisers. In addition, it is expected that Strategic Advisers may share employees from time to time with FMRC.

• Fidelity Investments Money Management, Inc. (“FIMM”), is a wholly owned subsidiary of FMR LLC and is a registered investment adviser under the Advisers Act. FIMM provides portfolio management services as a Sub-Adviser to certain of our clients, including the Fidelity® Municipal Money Market Fund and to retail SMA accounts. In addition, it is expected that Strategic Advisers may share employees from time to time with FIMM.

• FIAM LLC (“FIAM”) is a wholly owned subsidiary of FIAM Holdings Corp., which in turn is wholly owned by FMR LLC and provides investment management services, including sub-advisory services to Strategic Advisers or its affiliates. FIAM is a registered investment adviser under the Advisers Act. FIAM is also registered with the Central Bank of Ireland. In addition, it is expected that Strategic Advisers may share employees from time to time with FIAM.

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• Fidelity Personal and Workplace Advisors LLC (“FPWA”) is an indirect wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, and a registered investment adviser under the Advisers Act. FPWA provides non-discretionary investment management services and, effective July 16, 2018, will serve as the sponsor to investment advisory programs, including the Service.

Broker-Dealers

• Fidelity Distributors Corporation (“FDC”), a wholly-owned subsidiary of Fidelity Global Brokerage Group, Inc., acts as principal underwriter and general distribution agent of the registered investment companies advised by FMRCo. FDC is a registered broker-dealer under the Exchange Act.

• National Financial Services LLC (“NFS”) is engaged in the institutional brokerage business and provides clearing and execution services for other brokers. NFS is a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., a holding company that provides administrative services to NFS. Fidelity Capital Markets (“FCM”), a division of NFS, may execute transactions for our investment companies 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 charges a commission to both sides of each trade executed in CrossStream. Using CrossStream, FCM crosses client accounts, and it charges a commission on its trades to both of its brokerage customers. CrossStream may be used to execute transactions for our investment companies and other clients. NFS is a registered broker-dealer under the Exchange Act, and NFS is also registered as an investment adviser under the Advisers Act. NFS may serve as a clearing agent for client transactions that we place with certain broker-dealers. NFS may provide transfer agent or sub–transfer agent services to certain of our or our affiliates’ clients. NFS provides transaction processing services in conjunction with the implementation of our discretionary investment management instructions. NFS also provides custodial, recordkeeping, and reporting services to customers. We compensate NFS for these services to the Service.

In all cases, transactions executed by affiliated brokers on behalf of investment company clients are effected in accordance with Rule 17e-1 under the Investment Company Act of 1940 and procedures approved by the Board of Trustees of the funds. The Board of Trustees of each fund in the Fidelity group of funds has approved FCM effecting fund portfolio transactions and retaining compensation in connection with such transactions pursuant to Section 11(a) of the Exchange Act.

• Fidelity Brokerage Services LLC (“FBS”), a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., 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 FMRCo, to individuals and institutions, including retirement plans administered by affiliates. Pursuant to referral agreements and for compensation, representatives of FBS may refer customers to various services offered by FBS’s related persons, including Strategic Advisers. In addition, FBS is the distributor of insurance products, including variable annuities, that are issued by FMRCo’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company® (“EFILI”). FBS may provide shareholder services to certain of FMRCo’s or FMRCo’s affiliates’ clients.

• Fidelity Investments Institutional Services Company, Inc. (“FIISC”), a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., which in turn is wholly owned by FMR LLC, primarily markets Fidelity mutual funds and other products advised by FMRCo or an affiliate thereof to third-party financial intermediaries and certain institutional investors. FIISC is a registered broker-dealer under the Exchange Act.

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• Fidelity Global Brokerage Group, Inc., a wholly-owned subsidiary of FMR LLC, wholly-owns four broker-dealers: FBS, NFS, FIISC and FDC, and also has an equity interest in eBX LLC (“eBX”), a holding company and a registered broker-dealer under the Exchange Act, which was formed for the purpose of developing, owning and operating an alternative trading system, the “Level ATS.” Transactions for Strategic Advisers’ customers or other entities for which Strategic Advisers serves as adviser or sub-adviser or provides discretionary trading services, as well as for customers of Strategic Advisers’ affiliates, may be executed through the Level ATS. Strategic Advisers disclaims that it is a related person of eBX.

• Luminex Trading & Analytics LLC (“LTA”), a registered broker-dealer and alternative trading system, was formed for the purpose of establishing and operating an electronic execution utility (the “LTA ATS”) that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. FMR LLC is the majority owner of LTA. LTA charges a commission to both sides of each trade executed in the LTA ATS. The LTA ATS may be used to execute transactions for Strategic Advisers or Strategic Advisers’ affiliates’ investment company and other advisory clients. NFS serves as the clearing agent for transactions executed in the LTA ATS.

Banking Institutions

• Fidelity Management Trust Company (“FMTC”), a trust company organized and operating under the laws of the Commonwealth of Massachusetts, provides nondiscretionary trustee and custodial services to employee benefit plans and IRAs through which individuals may invest in mutual funds managed by FMRCo or its affiliates, and discretionary investment management services to institutional clients. FMTC is a wholly owned subsidiary of FMR LLC. FMRCo or its affiliates provide certain administrative services to FMTC, including, but not limited to, securities execution, investment compliance, and proxy voting.

• Fidelity Personal Trust Company, FSB (“FPTC”), is a federal savings bank limited to trust powers. FPTC is an indirect, wholly owned subsidiary of FMR LLC. FPTC provides trustee or cotrustee, custody, and investment management services to various trust accounts.

Limited Partnerships and Limited Liability Company Investments

Strategic Advisers may provide discretionary investment management to partnerships and limited liability companies designed to facilitate acquisitions by mutual funds offered by Strategic Advisers. These funds are privately offered consistent with stated investment objectives. Strategic Advisers does not intend to engage in borrowing, lending, purchasing securities on margin, short selling, or trading in commodities.

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 direct or indirect subsidiaries. Certain employees of FBS India (“FBS India Associated Employees”) may from time to time provide certain research services for Strategic Advisers, which Strategic Advisers may use for its customers.

FBS India is not registered as an investment adviser under the Advisers Act, and is deemed to be a “Participating Affiliate” of Strategic Advisers (as this term has been used by the SEC’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). Strategic Advisers deems FBS India and each of the FBS India Associated Employees as “associated persons” of Strategic Advisers 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 Strategic Advisers’ research process and may have access to information concerning securities that are being selected for the client prior to the effective implementation of such selections. As a Participating

41

Affiliate of Strategic Advisers, 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 Strategic Advisers’ customers.

Strategic Advisers maintains a list of FBS India Associated Employees whom FBS India has deemed “associated persons,” which Strategic Advisers will make available to its customers upon request.

As noted above, Strategic Advisers and certain of its affiliates receive compensation as a result of sales or servicing of mutual funds and exchange-traded funds/products used in Fidelity’s Portfolio Advisory Services program. However, conflicts associated with the receipt of any such fees are mitigated by the use of a Credit Amount that reduces the Service’s advisory fee by the amount of revenue received by Strategic Advisers and its affiliates from such underlying funds. For additional information regarding the Credit Amount, please see the “Fees and Compensation” section.

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FOR MORE INFORMATION, PLEASE CALL US TOLL FREE AT

1 - 8 0 0 - 5 4 4 - 3 4 5 5

Monday through Fr iday, 8 a.m. to 7 p.m. Eastern t ime

Keep in mind that investing involves risk. The value of your investment will fluctuate over time and you may gain or lose money.Fidelity does not provide legal or tax advice. The information herein is general and educational in nature and should not be considered legal or tax advice. Tax laws and regulations are complex and subject to change, which can materially impact investment results. Fidelity cannot guarantee that the information herein is accurate, complete, or timely. Fidelity makes no warranties with regard to such information or results obtained by its use, and disclaims any liability arising out of your use of, or any tax position taken in reliance on, such information. Consult an attorney or tax professional regarding your specific situation. Fidelity® Strategic Disciplines is a service of Strategic Advisers LLC, a registered investment adviser and a Fidelity Investments company. Fidelity® Strategic Disciplines includes the Breckinridge Intermediate Municipal Strategy, the Fidelity® Intermediate Municipal Strategy, the Fidelity® Core Bond Strategy, the Fidelity® Equity-Income Strategy, and the Fidelity® Tax-Managed U.S. Equity Index Strategy. These discretionary money management services are provided for a fee.

Fidelity Wealth Management AdvisorySM is a service of Strategic Advisers LLC, a registered investment adviser and a Fidelity Investments company. This advisory service is provided for a fee.

Brokerage services are provided by Fidelity Brokerage Services LLC. Custody and other services are provided by National Financial Services LLC. Both are Fidelity Investments companies and members of NYSE and SIPC.Fidelity Wealth Management Advisory is a service mark, and Fidelity Private Wealth Management, Fidelity, Fidelity Investments, CrossStream, and the Fidelity Investments and pyramid design logo are registered service marks, of FMR LLC.Dow Jones U.S. Total Stock Market Index: A float-adjusted market capitalization–weighted index of all equity securities of U.S.-headquartered companies with readily available price data.Russell 3000® Index: A market capitalization–weighted index designed to measure the performance of the 3,000 largest companies in the U.S. equity market.S&P 500® Index: A registered service mark of The McGraw-Hill Companies, Inc., the index has been licensed for use by Fidelity Distributors Corporation and its affiliates. It is a market capitalization–weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. Stock markets are volatile and can fluctuate significantly in response to company, industry, political, regulatory, market, or economic developments. Investing in stock involves risks, including the loss of principal.Indexes are unmanaged. It is not possible to invest directly in an index. Fidelity Brokerage Services LLC, Member NYSE and SIPC, 900 Salem Street, Smithfield, RI 02917 © 2018 FMR LLC. All rights reserved. FI SMA-FNDMNTL-0318 606650.12.0 1.944050.112

Supplemental Brochures:

Your Fidelity® Strategic Disciplines Account

Key Fidelity personnel involved with your account include:

• Robert L. Macdonald

• Susan Sanderson

• Susan Reigel

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Robert L. Macdonald

Supplemental Brochure:

FIDELITY® STRATEGIC DISCIPLINES

Strategic Advisers, Inc. 245 Summer Street, V5D Boston, MA 02210 617-563-7100

August 31, 2015

On behalf of Fidelity, we thank you for the opportunity to professionally manage your portfolio.

This supplemental brochure has been developed for our clients as well as for those who are considering a Fidelity® Strategic Disciplines account with Fidelity. It provides information about Robert L. Macdonald, a member of the Strategic Advisers, Inc., Portfolio Management Team, along with his education and experience, and supplements the Fidelity® Strategic Disciplines brochure (the “Program Fundamentals”). You should have received a copy of the Program Fundamentals. Please contact your Fidelity representative if you did not receive the Program Fundamentals or if you have any questions about the contents of this supplement.

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Robert L. Macdonald

EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCERobert L. Macdonald is Senior Vice President and Director of Financial Solutions for Strategic Advisers, Inc. (“Strategic” or “Strategic Advisers”). Mr. Macdonald oversees the investment profiling methodology used to determine the appropriateness of the Fidelity® Strategic Disciplines account for clients. Mr. Macdonald joined Fidelity in 1985 as a quantitative analyst with Fidelity Management Trust Company (“FMTC”). In 1987, he was promoted to Vice President and portfolio manager with FMTC’s Structured Investment group. Born in 1955, Mr. Macdonald received a BA in finance from the University of South Florida in 1979 and an MBA in finance from Boston University in 1985. Mr. Macdonald is a Chartered Financial Analyst (CFA®) charterholder.1

DISCIPLINARY INFORMATIONThere are no material disclosable legal or disciplinary events that are material to your evaluation of Mr. Macdonald or his integrity.

OTHER BUSINESS ACTIVITIESMr. Macdonald is not actively engaged in any other investment-related business or occupation.

ADDITIONAL COMPENSATIONMr. Macdonald does not receive any economic benefit or compensation for providing advisory services to any party that is not a client of Strategic Advisers.

SUPERVISIONBruce T. Herring, President of Strategic Advisers, is responsible for overseeing multi-asset-class and managed account investment management capabilities, including the profiling methodology developed by Mr. Macdonald, which is used to determine the asset allocation proposals provided to clients. Mr. Herring holds regular meetings with Mr. Macdonald in which the profiling methodology is reviewed and approved.

Mr. Herring may be contacted at 617-563-7966.

REQUIREMENTS FOR STATE-REGISTERED ADVISERSStrategic Advisers, Inc., is not registered with any state securities authority.

1 The CFA designation is offered by the CFA Institute. To obtain the CFA charter, candidates must pass three exams demonstrating their competence, integrity, and extensive knowledge in accounting, ethical and professional standards, economics, portfolio management, and security analysis, and must also have at least three years of qualifying work experience, among other requirements.

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Susan Sanderson

Supplemental Brochure:

FIDELITY® STRATEGIC DISCIPLINES

Strategic Advisers, Inc. 245 Summer Street, V5D Boston, MA 02210 617-563-7100

August 31, 2015

On behalf of Fidelity, we thank you for the opportunity to professionally manage your portfolio.

This supplemental brochure has been developed for our clients as well as for those who are considering a Fidelity® Strategic Disciplines account with Fidelity. It provides information about Susan Sanderson, a member of the Strategic Advisers, Inc., Portfolio Management Team, along with her education and experience, and supplements the Fidelity® Strategic Disciplines brochure (the “Program Fundamentals”). You should have received a copy of the Program Fundamentals. Please contact your Fidelity representative if you did not receive the Program Fundamentals or if you have any questions about the contents of this supplement.

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Susan Sanderson

EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCESusan Sanderson is a Senior Investment Manager and a lead member of the team that oversees the management of Fidelity® Strategic Disciplines accounts. Ms. Sanderson joined Strategic Advisers, Inc. (“Strategic” or “Strategic Advisers”), as a Senior Investment Manager of tax-sensitive client portfolios in 2012. Prior to joining Fidelity in 2012, she worked as a Senior Portfolio Manager for Columbia Management Advisors, LLC, managing a group of municipal bond mutual funds and collective investment funds.

Born in 1954, Ms. Sanderson has a BS from Boston University and an MBA from Boston College. Ms. Sanderson is a Chartered Financial Analyst (CFA®) charterholder.1

DISCIPLINARY INFORMATIONThere are no material disclosable legal or disciplinary events that are material to your evaluation of Ms. Sanderson or her integrity.

OTHER BUSINESS ACTIVITIESMs. Sanderson is not actively engaged in any other investment-related business or occupation.

ADDITIONAL COMPENSATIONMs. Sanderson does not receive any economic benefit or compensation for providing advisory services to any party that is not a client of Strategic Advisers.

SUPERVISIONJim Cracraft is a Managing Director in Strategic Advisers, responsible for oversight of the Investment Management Team. Mr. Cracraft is responsible for ensuring that the members of the Investment Management Team involved in the Fidelity® Strategic Disciplines program conduct appropriate due diligence in the selection and ongoing oversight of registered investment advisers employed in the management of Fidelity® Strategic Disciplines accounts. This includes, among other things, a review of advisers’ investment capabilities, historical performance, compliance program, and policies and procedures. Additionally, the Portfolio Management and Investment Research Teams will actively monitor risk management and exposures, trading (including best execution), performance management and attribution, adherence to the investment mandate, and the application of client restrictions in Fidelity® Strategic Disciplines accounts.

Mr. Cracraft is responsible for ensuring that the Investment Management Team adheres to Strategic Advisers’ investment policies and procedures.

Mr. Cracraft may be contacted at 617-563-7102.

REQUIREMENTS FOR STATE-REGISTERED ADVISERSStrategic Advisers, Inc., is not registered with any state securities authority.

1 The CFA designation is offered by the CFA Institute. To obtain the CFA charter, candidates must pass three exams demonstrating their competence, integrity, and extensive knowledge in accounting, ethical and professional standards, economics, portfolio man-agement, and security analysis, and must also have at least three years of qualifying work experience, among other requirements.

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Susan Reigel

Supplemental Brochure:

FIDELITY® STRATEGIC DISCIPLINES

Strategic Advisers, Inc. 245 Summer Street, V5D Boston, MA 02210 617-563-7100

October 2, 2017

This supplemental brochure has been developed for our clients as well as for those who are considering a managed account with Fidelity. It provides information about Susan Reigel, a member of the Strategic Advisers, Inc., Portfolio Management Team, and supplements the Fidelity® Strategic Disciplines brochure (the “Program Fundamentals”). You should have received a copy of the Program Fundamentals. Please contact your Fidelity representative if you did not receive the Program Fundamentals or if you have any questions about the contents of this supplement.

On behalf of Fidelity, we thank you for the opportunity to professionally manage your portfolio.

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Susan Reigel

EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCESusan Reigel is a Senior Investment Manager and a lead member of the team that manages Fidelity® Strategic Disciplines. Born in 1971, Ms. Reigel joined Strategic Advisers, Inc. (“Strategic” or “Strategic Advisers”), as a Senior Investment Manager of tax-sensitive client portfolios in 2008. In this capacity, Ms. Reigel also serves as a member of the Investment Committee (“IC”) for Fidelity® Personalized Portfolios and Fidelity® Personalized Portfolios for Trusts, which sets the overall asset allocation and portfolio construction parameters for the service. Prior to joining Fidelity in 2008, she worked as a Senior Portfolio Manager for State Street Global Advisors (“SSgA”), managing a variety of institutional portfolios, including active multisector fixed income portfolios, passive high-yield portfolios, and active quantitative domestic equity portfolios. Before working at SSgA, she managed active and passive quantitative domestic equity portfolios at Advanced Investment Technology, Inc., in Clearwater, Florida, and the Florida State Board of Administration in Tallahassee, Florida. Ms. Reigel has a BS in mathematics and an MBA in finance, magna cum laude and Phi Beta Kappa, from Florida State University. Ms. Reigel is a Chartered Financial Analyst (CFA®) charterholder.1

DISCIPLINARY INFORMATIONThere are no material disclosable legal or disciplinary events that are material to your evaluation of Ms. Reigel or her integrity.

OTHER BUSINESS ACTIVITIESMs. Reigel is not actively engaged in any other investment-related business or occupation.

ADDITIONAL COMPENSATIONMs. Reigel does not receive any economic benefit or compensation for providing advisory services to any party that is not a client of Strategic Advisers.

SUPERVISIONPaul Quistberg is the Head of Research at Strategic Advisers, responsible for the oversight of the fundamental and quantitative research teams in addition to part of the Investment Management Team involved in the Fidelity® Strategic Disciplines program. In this role, Mr. Quistberg is responsible for ensuring that the members of the Investment Management Team conduct appropriate due diligence in the selection and ongoing oversight of registered investment advisers employed in the management of Fidelity® Strategic Disciplines accounts. This includes, among other things, a review of advisers’ investment capabilities, historical performance, compliance program, and policies and procedures.

Additionally, the Portfolio Management and Investment Research Teams will actively monitor risk management and exposures, trading (including best execution), performance management and attribution, adherence to the investment mandate, and the application of client restrictions in Fidelity® Strategic Disciplines accounts. Mr. Quistberg is responsible for ensuring that the Investment Management Team members he supervises adhere to Strategic Advisers’ investment policies and procedures.

Mr. Quistberg may be contacted at 617-563-4757.

REQUIREMENTS FOR STATE-REGISTERED ADVISERSStrategic Advisers, Inc., is not registered with any state securities authority.

1 The CFA designation is offered by the CFA Institute. To obtain the CFA charter, candidates must pass three exams demonstrating their competence, integrity, and extensive knowledge in accounting, ethical and professional standards, economics, portfolio man-agement, and security analysis, and must also have at least three years of qualifying work experience, among other requirements.

Fidelity® Strategic Disciplines is a service of Strategic Advisers, Inc., a registered investment adviser and a Fidelity Investments company. This service provides discretionary money management for a fee.

Brokerage services provided by Fidelity Brokerage Services LLC. Custody and other services provided by National Financial Services LLC. Both are Fidelity Investments companies and members of NYSE and SIPC.

Fidelity Brokerage Services LLC, Member NYSE and SIPC, 900 Salem Street, Smithfield, RI 02917

606499.7.0 1.941530.105

FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. 245 Summer Street Boston, MA 02210 617-563-7000 www.fidelity.com March 28, 2017 This brochure provides information about the qualifications and business practices of Fidelity Investments Money Management, Inc. (“FIMM”). Throughout this brochure and related materials, FIMM may refer to itself as a “registered investment adviser” or “being registered.” These statements do not in any way imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact 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 FIMM also is available on the SEC’s website at www.adviserinfo.sec.gov.

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MATERIAL CHANGES What follows is a discussion only of the material changes made since the annual update of this brochure was filed on March 28, 2016

· Updates have been made to the “Brokerage Practices” section to reflect changes to the fixed

income trade allocation policy.

· In the “Methods of Analysis, Investment Strategies and Risk of Loss” section, additional disclosure has been included concerning regulatory and other investment limits and the impacts thereof.

· In the “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” section, FIMM has enhanced the disclosure concerning conflicts of interest relating to securities in which FIMM, its affiliates or certain other persons have an interest.

· Additional disclosure has been added to the “Brokerage Practices - Other Considerations and Brokerage Arrangements - Transactions Among Clients” section, including a description of the conditions under which FIMM or its affiliates will engage in certain advisory cross transactions.

· The “Voting Client Securities” section has been updated to describe FIMM’s approach to voting proxies for shareholder proposals concerning environmental and social issues.

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TABLE OF CONTENTS

ADVISORY BUSINESS ................................................................................................................................ 4

FEES AND COMPENSATION ...................................................................................................................... 5

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................................................... 6

TYPES OF CLIENTS .................................................................................................................................... 7

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....................................... 7

DISCIPLINARY INFORMATION ................................................................................................................. 10

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS.......................................................... 10

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING .................................................................................................................................................... 16

BROKERAGE PRACTICES ........................................................................................................................ 17

REVIEW OF ACCOUNTS ........................................................................................................................... 23

CLIENT REFERRALS AND OTHER COMPENSATION ............................................................................ 23

CUSTODY ................................................................................................................................................... 23

INVESTMENT DISCRETION ...................................................................................................................... 24

VOTING CLIENT SECURITIES .................................................................................................................. 24

FINANCIAL INFORMATION ....................................................................................................................... 27

REQUIREMENTS FOR STATE-REGISTERED ADVISERS ...................................................................... 27

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ADVISORY BUSINESS

Fidelity Investments Money Management, Inc. (“FIMM”), a wholly-owned subsidiary of FMR LLC, provides investment supervisory services, including sub-advisory services, to institutional accounts, principally open-end investment companies (also referred to as “mutual funds”) and exchange-traded funds (“ETFs”) registered under the Investment Company Act of 1940 (the “1940 Act”). FIMM has been registered with the Securities and Exchange Commission (“SEC”) since 1989. FIMM or its affiliates provide all necessary office facilities and personnel for servicing the funds' investments, and pay the salaries and fees of all officers of the funds, of all members of the Boards of Trustees who are “interested persons” of the funds, or FIMM or its affiliates, and of all personnel of the funds, FIMM or its affiliates who perform services relating to research, statistical and investment activities. As part of its non-discretionary advisory services, FIMM or its affiliates provide investment research services, which may include written research notes and ratings and portfolio modeling services. FIMM may provide this research to other affiliates and unaffiliated investment managers and financial institutions. In addition, FIMM or its affiliates, subject to the supervision of the Board of Trustees of each fund in the Fidelity family of mutual funds and ETFs (the “Fidelity Funds” or the “Fidelity group of funds”), provide the management and administrative services necessary for the operation of the Fidelity group of funds. These services include: providing facilities for maintaining each fund’s organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the funds; at the direction of the funds, preparing all general shareholder communications and conducting shareholder relations; at the direction of the funds, maintaining each fund’s records and the registration and notice filing status of each fund’s shares under federal and state law; developing management and shareholder services for each fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Board of Trustees of each fund in the Fidelity group of funds. Though FIMM may advise the mutual funds and other institutional accounts it manages regarding certain commodity interests, FIMM is not registered as a commodity pool operator or commodity trading adviser with the U.S. Commodity Futures Trading Commission. FIMM may, to the extent permitted by its advisory contracts, delegate investment discretion over all or a portion of the portfolio to one or more sub-advisers, including FIMM’s affiliates and various subsidiaries and affiliates of FIL Limited (“FIL”). If FIMM or its affiliates engages FIL or another unaffiliated entity to sub-advise a FIMM fund or account, or a portion of a FIMM fund or account, the sub-adviser’s policies and procedures, including trade allocation and conflicts of interest, may apply to that fund or account, subject to applicable law. FIMM has limited access to investment research on a substantially delayed basis from various subsidiaries and affiliates of FIL, which are investment advisers registered with the SEC operating principally in the United Kingdom, Japan and Hong Kong or Participating Affiliates (as defined below) of such registered advisers. Certain of FIL’s subsidiaries and affiliates, which are companies not registered with the SEC (each, a “Participating Affiliate”), may have access to information (such as through employees who work for both a FIL registered adviser and the unregistered FIL subsidiary or affiliate) concerning securities recommendations for the registered adviser’s U.S. clients. FIMM disclaims that it is a related person of FIL. In the course of FIMM’s providing its investment advisory services, a portfolio manager, analyst or other employee of FIMM or its affiliates may, from time to time, express views regarding a particular company, issuer, security, industry or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of FIMM or its affiliates or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and FIMM disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for an account managed by FIMM or its affiliates are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any such account.

FIMM or its affiliates generally have authority to determine which securities to purchase or sell and the total amount of such purchases and sales. However, with respect to each discretionary account, FIMM’s and its affiliates’ authority is subject to certain limitations, including the applicable investment objectives,

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policies and restrictions. These limitations may be based on a variety of factors, including regulatory constraints and policies formally imposed by a client or its governing body (e.g., Board of Trustees) through, for example, a management agreement. With respect to FIMM’s registered investment company clients, many of the applicable investment policies and limitations are set forth in each client’s registration statement filed with the SEC. As of December 31, 2016, FIMM managed $689,295,757,334 of client assets on a discretionary basis. As of December 31, 2016, FIMM did not manage any client assets on a non-discretionary basis.

FEES AND COMPENSATION The management fee arrangements with most of FIMM’s and its affiliates’ mutual fund clients generally consist of one or more of the following elements: a group fee rate, an individual fund fee rate, and a performance adjustment rate. The group fee rate is based on the assets of all of the registered investment companies for which Fidelity Management & Research Company (“FMR”) serves as advisor, and the rate decreases as total assets for these registered investment companies increase and vice versa. An individual fund fee rate is the portion of a fund’s rate that takes into account the relative costs of executing that individual fund’s investment strategy. The performance adjustment rate is the rate at which an individual fund’s overall fee rate (i.e., the combined group fee rate and individual fund fee rate) adjusts based on whether the fund out- or underperforms its benchmark. FIMM generally does not manage funds or accounts with performance-based fees, and not all of its mutual fund clients will have group fee rates or performance adjustment rates (e.g., clients that have flat fees or all-inclusive fee arrangements). A generic fee schedule describing these arrangements is provided below: Fee Schedule*

Group Fee + Individual Fund Fee +/- Performance Adjustment (if any) = Management Fee * See individual fund’s or account’s registration statement or offering document for fee schedules specific to the fund or account The fees of bond and money market (also referred to as “fixed income”) funds generally are fixed fees based on assets or a combination of a group fee rate and an individual fund fee rate, or fees that vary both with assets and fund income. The specific rate charged to any particular fund may vary based on the application of the individual fund fee rate, group fee rate, and performance adjustment fee, if any. The fee applicable to any fund, along with its fee schedule, is disclosed in that fund’s registration statement or offering document. FIMM or its affiliates generally pay the organizational and promotional expenses of mutual funds comprising the Fidelity group of funds. The majority of FIMM’s clients in the Fidelity group of funds pay all of their other operating expenses. However, certain of FIMM’s clients have “all-inclusive fee” arrangements or other expense limitation agreements, pursuant to which FIMM or its affiliates pay certain of the mutual fund’s operating expenses. FIMM may provide non-discretionary advisory services, primarily in the form of research services, to other affiliated and unaffiliated investment managers or financial institutions. With respect to such services, fees, paid in arrears, are negotiable and generally relate to the amount of assets benefiting from the research or other advisory services. In the case of investment companies registered under the 1940 Act, both the advisory contract with the fund’s adviser and the sub-advisory agreement between FIMM and the adviser, if applicable, are subject

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to approval by the Board of Trustees, including trustees who are not interested persons (as defined in the 1940 Act) (“Independent Trustees”), of each mutual fund. The fees for providing these services are negotiated on an individual basis and may vary significantly among clients. When serving as a sub-adviser to investment companies managed by FMR, FIMM’s basic fee schedule for discretionary mutual fund portfolio management generally consists of a percentage of the management fee (typically 50%) payable by each portfolio to FMR. Compensation to FIMM or its affiliates is deducted from a registered investment company’s assets and is payable on a monthly basis in arrears or on such other terms as FIMM and/or its affiliates, and the particular client, may from time to time agree. When FIMM is serving as a sub-adviser to investment companies managed by FMR, FMR pays FIMM. Any investment advisory agreement concerning a registered investment company will terminate within two years of the effective date of the investment advisory agreement unless renewed by the investment company in a manner permitted by Section 15 of the 1940 Act. Any such agreement shall also terminate upon assignment or upon sixty (60) days’ advance written notice by any party to the agreement or by the investment company concerned. For FIMM clients that are not registered investment companies, compensation to FIMM is deducted from that client’s assets in arrears generally on a monthly basis or at such other time as agreed between FIMM and/or its affiliates and the particular client. When FIMM is serving as a sub-adviser to clients that are not registered investment companies, the adviser to those clients may pay FIMM directly. FIMM and/or its affiliates and the particular client may also agree to other terms of compensation from time to time. FIMM or its affiliates may, from time to time, voluntarily or contractually agree to reimburse certain of its mutual fund clients for management fees and other expenses above a specified limit. FIMM or its affiliates retain the ability to be repaid by such clients if expenses fall below the specified limit prior to the end of the client fiscal year. Reimbursement arrangements can decrease a fund’s expenses and enhance its performance. Voluntary reimbursement arrangements may be discontinued by FIMM or its affiliates at any time. In addition to any management fee payable to FIMM or its affiliates, fees payable to the transfer agent and pricing and bookkeeping agent, and costs associated with securities lending, most funds in the Fidelity group of funds or classes thereof, as applicable, pay all fund expenses that are not assumed by those parties. Most funds pay for the typesetting, printing, and mailing of their proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and Independent Trustees. Most funds’ management contracts further provide that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of these funds’ transfer agent agreements, the transfer agent bears these costs. Other expenses paid by a fund generally include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws and making necessary filings under state securities laws. A fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation. For information regarding FIMM’s and its affiliates’ brokerage arrangements, see “Brokerage Practices” on page 17.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT As described in “Fees and Compensation” on page 5, certain equity funds in the Fidelity group of funds have management fees that include a performance adjustment component; FIMM generally does not manage funds or accounts with performance-based fees. The management of multiple funds and accounts (including proprietary accounts of FIMM or one or more of its affiliates) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time

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and investment ideas across multiple funds and accounts. Potential conflicts of interest may also arise if the funds’ or accounts’ orders do not get fully executed due to being aggregated with those of other funds or accounts managed by FIMM or an affiliate. The portfolio manager also may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. For example, the portfolio manager may manage other funds or accounts that engage in short sales, and could sell short a security for a fund or account where other funds or accounts may trade or hold the shorted security. Although FIMM or its affiliates monitor such transactions to attempt to ensure equitable treatment of both the fund or account and a fund or account that engages in short sales, there can be no assurance that the price of a security held by the fund or account would not be impacted as a result. Also, securities selected for a particular fund or account may outperform the securities selected for other funds or accounts managed by the same portfolio manager. Portfolio managers may be permitted to invest in the funds or accounts they manage, even if a fund or account is closed to new investors. FIMM has adopted policies and procedures and maintains a compliance program designed to help manage such potential conflicts, which include trade allocation policies approved by the Fidelity Funds’ Boards of Trustees. These policies and procedures seek to ensure that FIMM is not favoring one fund or account over another, and that trading for all funds and accounts is conducted in a fair and equitable manner. There can be no assurance, however, that all conflicts have been addressed in all situations. For more information regarding conflicts of interests relating to the management of multiple funds and accounts, see “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” on page 16.

TYPES OF CLIENTS FIMM’s clients are generally mutual funds or other institutional accounts. FIMM generally serves as sub-adviser to fixed income mutual funds and institutional accounts, and fixed income portions of mutual funds and institutional accounts, managed by FMR or its affiliates. FIMM may also serve as adviser to registered fixed income mutual funds and may provide investment advisory services to investment companies, mutual funds or other institutional accounts as sub-adviser for affiliated and unaffiliated investment managers. FIMM also may serve as an adviser or sub-adviser to various accounts for which FIMM’s affiliates or FIL, FIL’s subsidiaries or affiliates have contracted to provide investment advisory services. These accounts include, among others, unit and investment trusts, collective investment trusts, and investment companies authorized in jurisdictions outside the United States and Canada. FIMM may provide investment supervisory services on behalf of clients of affiliated or unaffiliated advisers following similar investment strategies that FIMM uses for another client. FIMM will generally accept only investment company clients or similar foreign mutual fund clients on a fully discretionary basis (subject to whatever limitations have been set forth by the client’s or fund’s investment objectives, policies and restrictions, and as may be imposed by law). To the extent other accounts would be considered, an initial amount of $5,000,000 would generally be required.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS FIMM may use a variety of methods of security analysis to select investments in managing client assets, including fundamental analysis (i.e., evaluating each issuer’s financial condition, industry position, and the market and economic conditions impacting their profitability); quantitative analysis (i.e., mathematical and statistical modeling); technical analysis (i.e., statistical analysis of market activity); and cyclical analysis (i.e., evaluating issuers based in part on their sensitivity to business cycles). FIMM may also use general macro-economic analysis as a component of its security analysis methods, and FIMM may also use extensive corporate and issuer visits and interviews with company management teams as a source of information. In addition, to relying on public financial statement information, FIMM may use offering

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statements of various municipalities as a source of information, as well as information and analysis relating to foreign sovereigns and currency markets. FIMM may use a wide variety of investment strategies in managing client assets according to client investment objectives, including, but not limited to, investing in: U.S. and non-U.S. issuers; bonds and other debt securities of all types and repurchase agreements for those securities; compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of investments; investments across different asset classes, market sectors, maturities, and countries and regions; FMR’s or its affiliates’ central funds (specialized investment vehicles used by Fidelity Funds to invest in particular security types or investment disciplines, or for cash management); margin transactions; and option writing, including covered options, uncovered options or spreading strategies. Margin may be required in connection with certain client futures and options transactions or in connection with short sales. FIMM does not engage in the purchase of securities on margin, except it may do so in connection with clearance and settlement of securities transactions. The extent to which any of these strategies is used on behalf of any one client is based on that client’s investment objective, policies and restrictions. FIMM may engage in cleared and non-cleared swap transactions and swaptions, including interest rate, total return and credit default swaps; written covered call options; futures transactions, currency spot and forward trading and other currency related derivatives. In addition, FIMM may engage in securities lending to parties such as broker-dealers or other institutions. FIMM has established policies for its clients reasonably designed to ensure that lending opportunities are apportioned appropriately among them over time. When supply/demand is insufficient to satisfy all eligible clients, lending opportunities are generally apportioned based on the client’s security position size as a percentage of the client’s net assets in that particular security. The strategies presented above pose risks, and many factors affect each fund's or account's performance. Strategies that pursue fixed-income investments will see values fluctuate in response to changes in interest rates. 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. Non-diversified funds and accounts that invest in a smaller number of individual issuers can be more sensitive to these changes. Nearly all funds or accounts are subject to volatility in non-U.S. markets, either through direct exposure or indirect effects on U.S. markets from events abroad, including fluctuations in foreign currency exchange rates and, in the case of less-developed markets, currency illiquidity. Those funds and accounts with investments in 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. Trading, settlement, and custodial practices (including those involving securities settlement where fund or account assets may be released prior to receipt of payment) in non-U.S. markets may be less developed than those in U.S. markets and may result in increased investment or valuation risks, increased counterparty exposure, or substantial delays (including those arising from failed trades or the insolvency of, or breach of duty by a broker-dealer, securities depository, subcustodian, clearinghouse or other party). Additionally, funds or accounts that pursue debt investments are subject to risks of prepayment or default, and funds 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 or emerging markets funds’ exposure to a particular country or region) may be significantly impacted by events affecting those industries or markets. Strategies that lead funds or accounts to invest in other funds bear all the risks inherent in the underlying funds in which those funds invest, and strategies that pursue leverage 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, funds and accounts may be subject to operational risks, which can include risks 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 securities exchange outages.

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Ultimately, a fund's or account’s share price and/or net asset value changes daily based on changes in market conditions, foreign currency exchange rates and interest rates and in response to other economic, political, or financial developments. A fund's or account’s reaction to these events will be affected by the types of securities in which the fund or account invests; the financial condition, industry and economic sector, and geographic location of an issuer; and the fund's or account’s level of investment in the securities of that issuer. A fund’s or account’s investment in such securities involves risk of loss that clients of the fund or account would, and should, be prepared to bear. When a shareholder sells or redeems shares in the fund, the shares may be worth more or less than what the shareholder paid for them, which means that the shareholder could lose money by investing in the fund. Similarly, an account owner could lose money due to a decline in the account’s net asset value. Due to regulatory and issuer-specific limits that apply to the ownership of securities of certain issuers, FIMM and its affiliates may limit investments in the securities of such issuers. Similar limitations may apply to futures and other derivatives, such as options. In addition, FIMM and/or its affiliates may from time-to-time determine that, because of regulatory requirements that may apply to FIMM and/or its affiliates 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 may be 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, FIMM and its affiliates. For investment risk management and other purposes, FIMM and its affiliates also generally apply internal aggregate limits on the amount of a particular issuer’s securities that may be owned by all such accounts. In connection with the foregoing limits and thresholds, FIMM may limit or exclude funds’ or clients’ accounts investment in a particular issuer, future, derivative and/or other instrument (or limit the exercise of voting or other rights) and investment flexibility may be restricted. In addition, to the extent that funds or client accounts already own securities that directly or indirectly contribute to such an ownership threshold being exceeded, FIMM may sell securities held in such accounts in order to bring account-level and/or aggregate ownership below the relevant threshold. In the event that any such sales result in realized losses for client accounts, those funds or client accounts may bear such losses depending on the particular circumstances. With respect to FIMM’s mutual fund, ETF, and other institutional account clients, more detailed information relating to the methods and strategies and their associated risks are set forth in that fund’s or account’s prospectus or registration statement filed with the SEC or other applicable offering document(s). With the increased use of technologies to conduct business, FIMM and its affiliates are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may 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; or causing operational disruption. Cyber attacks may 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 FIMM, its affiliates, or any other service providers (including, but not limited to, accountants, custodians, transfer agents and financial intermediaries used by a fund or account) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate NAV, 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 a fund or account invests, counterparties with which a fund or 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.

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DISCIPLINARY INFORMATION On March 5, 2008 the SEC issued a settlement order which contained the following findings, which FMR and an advisory affiliate (“Fidelity”) neither admitted nor denied: (1) Fidelity failed to reasonably supervise its employees’ receipt of travel, entertainment and gifts from brokers; (2) Fidelity failed to seek best execution for its clients’ securities transactions; (3) Fidelity failed to disclose the material conflict of interest arising from the receipt by certain employees of travel, entertainment and gifts from brokers; (4) Fidelity made materially false and misleading statements and omissions about its selection of brokers; and (5) Fidelity failed to keep certain communications with brokers concerning the placing or execution of orders to purchase or sell securities. Pursuant to the settlement order, Fidelity agreed to (1) cease and desist from certain conduct, (2) a censure, (3) payment of an $8,000,000 fine to the United States Treasury, and (4) compliance with various undertakings relating to the engagement of an independent compliance consultant.

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Broker-Dealers FIMM has relationships or arrangements with the following broker-dealers: Fidelity Distributors Corporation (“FDC”), a wholly-owned subsidiary of FMR LLC, acts as principal underwriter and general distribution agent of the registered investment companies advised by FMR. FDC is a registered broker-dealer under the Securities Exchange Act of 1934 (“Exchange Act”). Fidelity Brokerage Services LLC (“FBS”), a wholly-owned subsidiary of Fidelity Global Brokerage Group, Inc., 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 administered by affiliates. Pursuant to referral agreements and for compensation, representatives of FBS may refer customers to various services offered by FBS’s related persons. In addition, FBS is the distributor of insurance products, including variable annuities, which are issued by FIMM’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company (“EFILI”). FBS may provide shareholder services to certain of FIMM’s or FIMM’s affiliates’ clients. Fidelity Global Brokerage Group, Inc., a wholly-owned subsidiary of FMR LLC, wholly-owns two broker-dealers: Fidelity Brokerage Services LLC and National Financial Services LLC and also has an equity interest in eBX LLC (“eBX”), a holding company and a registered broker-dealer under the Exchange Act, which was formed for the purpose of developing, owning and operating an alternative trading system, the “Level ATS.” Transactions for clients of FIMM or other entities for which FIMM serves as adviser or sub-adviser or provides discretionary trading services, as well as clients of FIMM’s affiliates, may be executed through the Level ATS. FIMM disclaims that it is a related person of eBX. Fidelity Clearing Canada ULC (“FCC”) is engaged in the institutional brokerage business and provides clearing and execution services for other brokers. FCC is a wholly-owned indirect subsidiary of 483 Bay Street Holdings LP, which is a joint venture between Fidelity Canada Investors LLC and FIL Limited. Certain owners of Fidelity Canada Investors LLC are also employees of FMR LLC. National Financial Services LLC (“NFS”) is engaged in the institutional brokerage business and provides clearing and execution services for other brokers. NFS is a wholly-owned subsidiary of Fidelity Global Brokerage Group, Inc., a holding company that provides administrative services to NFS. Fidelity Capital Markets (“FCM”), a division of NFS, may execute transactions for FIMM’s or FIMM’s affiliates investment company and other clients. Additionally, NFS operates CrossStream, an alternative trading system that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. NFS charges a commission to both sides of each trade executed in CrossStream. CrossStream may be

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used to execute transactions for FIMM’s or FIMM’s affiliates’ investment company and other advisory clients. NFS is a registered broker-dealer under the Exchange Act, and NFS is also registered as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”). NFS may serve as a clearing agent for client transactions that FIMM places with certain broker-dealers. NFS may provide transfer agent or sub-transfer agent services and custodial services to certain of FIMM’s or FIMM’s affiliates’ clients. Luminex Trading & Analytics LLC (“LTA”), a registered broker-dealer and alternative trading system, was formed for the purpose of establishing and operating an electronic execution utility (the “LTA ATS”) that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. FMR LLC is the majority owner of LTA. LTA charges a commission to both sides of each trade executed in the LTA ATS. The LTA ATS may be used to execute transactions for FIMM’s or FIMM’s affiliates’ investment company and other advisory clients. NFS serves as a clearing agent for transactions executed in the LTA ATS. FIMM is authorized to place portfolio transactions with FCM and use CrossStream and LTA ATS, alternative trading systems operated by NFS and LTA, respectively, if it reasonably believes the quality of the transaction is comparable to what it would be with other qualified broker-dealers. In addition, FIMM may place client trades with broker-dealers that use NFS or FCC as a clearing agent. In all cases, transactions executed by affiliated brokers on behalf of investment company clients are effected in accordance with Rule 17e-1 under the 1940 Act, and procedures approved by the Trustees of FIMM’s or FIMM’s affiliates’ clients in the Fidelity group of funds. FCM and LTA may cross transactions on an agency basis between clients of FIMM or its affiliates, including investment company clients, non-investment company clients, and other non-advisory clients (agency cross transactions) as permitted by applicable rules and regulations. Such transactions will be executed, to the extent required by law, in accordance with (i) Rule 206(3)-2 under the Advisers Act, requiring written consent, confirmations of transactions and annual reporting, and (ii) procedures adopted by the Board of Trustees of FIMM’s or FIMM’s affiliates clients in the Fidelity group of funds pursuant to Rule 17e-1 under the 1940 Act. Fidelity Investments Institutional Services Company, Inc. (“FIISC”) primarily markets Fidelity mutual funds and other products advised by FMR or an affiliate thereof to third party financial intermediaries and certain institutional investors. FIISC is a registered broker-dealer under the Exchange Act. The potential conflicts of interest that may arise from dealings with affiliated brokers are governed by various policies adopted by the Fidelity Funds Boards of Trustees. For example, Section 10(f) of the 1940 Act is intended to prevent affiliated underwriters from “dumping” undesirable securities on funds or otherwise using fund purchases to benefit the underwriting syndicate. In accordance with Rule 10f-3, the Fidelity Funds Boards of Trustees have adopted procedures by which the funds may purchase securities in offerings for which FCM acts as a principal underwriter, provided that certain conditions are satisfied. FIMM or its affiliates report quarterly to the Board any purchases by the funds in such offerings. Additionally, Section 17(a) prevents affiliated brokers on their own behalf from selling securities to or buying securities from the funds, except to the extent allowed by law, in order to prevent those affiliated brokers from taking advantage of the funds. The Fidelity Funds Boards of Trustees have adopted policies and procedures preventing affiliated brokers from engaging in such transactions, except to the extent allowed by law. Furthermore, Section 17(e) prevents affiliated brokers from charging excessive fees for transactions on behalf of the funds. Under Rule 17e-1, affiliated brokers may receive a “usual and customary brokerage commission” in connection with transactions effected on a securities exchange, and the Rule 17e-1 procedures adopted by the Fidelity Funds Boards of Trustees ensure that the fees do not exceed the usual and customary requirements.

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Investment Companies FIMM provides portfolio management services for a number of investment companies, including investment companies in the Fidelity group of funds. FIMM disclaims that it is a related person of the investment companies for which it provides investment management services. Other Investment Advisers FIMM has relationships or arrangements with the following investment advisers: Fidelity Management & Research Company (“FMR”) is a wholly-owned subsidiary of FMR LLC and is a registered investment adviser under the Advisers Act. FMR principally provides portfolio management services as an adviser or a sub-adviser to registered investment companies. FMR may also provide portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMR Co., Inc. (“FMRC”) is a wholly-owned subsidiary of FMR and a registered investment adviser under the Advisers Act. FMRC may provide portfolio management services as an adviser or sub-adviser to certain of FMR's clients and Fidelity Funds. FMRC may also provide portfolio management services as an adviser or a sub-adviser to clients of other affiliated and unaffiliated advisers. FMR Investment Management (UK) Limited (“FMRIM (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. FMRIM (UK) provides investment advisory and portfolio management services as a sub-adviser to certain of FMR’s clients, including investment companies in the Fidelity group of funds, and may also provide trading services to FMR and its affiliates. FMRIM (UK) may provide portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. FMRIM (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 FMR, 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 and Futures Commission to advise on securities, provide asset management services, and conduct equity trading services. FMR (Hong Kong) provides investment advisory or portfolio management services as a sub-adviser with respect to certain clients of FMR, including investment companies in the Fidelity group of funds, and also provides trading services to FIMM or its affiliates. FMR (Hong Kong) provides portfolio management services as an adviser or sub-adviser to clients of other affiliated and unaffiliated advisers. Fidelity SelectCo, LLC (“SelectCo”) is a wholly-owned subsidiary of FMR LLC and a registered investment adviser under the Advisers Act. SelectCo provides portfolio management services as an adviser to certain of FMR’s clients and Fidelity Funds. Strategic Advisers, Inc. (“SAI”) is a wholly-owned subsidiary of FMR LLC and is a registered investment adviser under the Advisers Act. SAI provides discretionary and non-discretionary investment management services and acts as the investment manager to registered investment companies and various retail accounts, including separately managed accounts. FIMM, or its affiliates, may provide portfolio management services as a sub-adviser to certain of SAI’s customers.

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FIAM LLC (“FIAM”) is a wholly-owned subsidiary of FIAM Holdings Corp., which in turn is wholly-owned by FMR LLC, and provides investment management services, including sub-advisory services to FMR or its affiliates. FIAM is a registered investment adviser under the Advisers Act. FIAM is also registered with the Central Bank of Ireland. Fidelity (Canada) Asset Management ULC (“FCAM”) is a wholly-owned indirect subsidiary of 483 Bay Street Holdings LP, which is a joint venture between Fidelity Canada Investors LLC and FIL Limited. FCAM is registered as a portfolio manager and a commodity trading manager with the Ontario Securities Commission. FCAM also maintains a branch office in Montreal, Quebec that is registered with the Autorité des marchés financiers as a portfolio manager. Certain employees of FCAM may from time to time provide certain research and investment management services for FIAM, which FIAM may also provide to its clients. FCAM has been deemed to be a "Participating Affiliate" of FIAM as described below. Certain owners of Fidelity Canada Investors LLC are also employees of FMR LLC. Ballyrock Investment Advisors LLC (“Ballyrock”) is a wholly-owned subsidiary of FMR LLC, and is registered as an investment adviser under the Advisers Act. Ballyrock provides investment advisory services to various types of institutional accounts, with a focus on investments in high yield debt securities, including bank loans. FIMM may provide portfolio management services as a sub-adviser to clients of Ballyrock. Impresa Management LLC (“Impresa”) is owned by trusts, the trustees of which are individuals, certain of whom are employees of FMR LLC. Impresa is a registered investment adviser under the Advisers Act and may serve as investment adviser to (i) certain limited liability companies and limited partnerships that are employees’ securities companies as defined under Section 2(a)(13) of the 1940 Act (the “Employee Entities”); and (ii) certain collective investment entities in which the Employee Entities invest (the “Second Tier Entities”). Impresa acts as the manager or general partner of the Employee Entities and as the general partner to various entities that in turn act as general partner to the Second Tier Entities. Impresa Management may also provide investment advisory services as an adviser or subadviser to other affiliated or unaffiliated entities. Impresa may place orders in public securities with FIMM’s affiliates’ trading personnel for execution. Fidelity Investments Canada ULC (“FIC”) is an indirect, wholly-owned subsidiary of 483A Bay Street Holdings LP, which is a joint venture between Fidelity Canada Investors LLC and FIL Limited. FIC, a registered investment fund manager and mutual fund dealer in all provinces and territories of Canada, provides management and administrative services to Canadian mutual funds, pooled funds and institutional accounts. FIMM or its affiliates may serve as sub-adviser for accounts managed or distributed by FIC or its affiliates. Certain owners of Fidelity Canada Investors LLC are also employees of FMR LLC. FIL Limited (“FIL”), a Bermuda company, was incorporated in 1969 and serves as investment manager and adviser to non-U.S. funds and institutional accounts. FIMM disclaims that it is a related person of FIL. FIL Investments (Japan) Limited (“FIJ”) is an indirect wholly-owned subsidiary of FIL and is registered as an investment adviser under the Advisers Act. FIJ may provide research, investment advisory and discretionary investment management services to FMR’s or its affiliates’ clients with respect to Japan and other Asian countries and issuers, and may serve as sub-adviser (generally through a delegation from FIL Investment Advisors) for certain of FMR’s clients. FIJ may recommend to its clients, or invest in on behalf of its clients, securities that are the subject of recommendations to, or discretionary trading on behalf of, FMR’s or its affiliates’ clients. FIMM disclaims that it is a related person of FIJ. FIL Investment Advisors (“FIA”) is a wholly-owned subsidiary of FIL and is registered as an investment adviser under the Advisers Act. FIA may provide research, investment advisory and discretionary investment management services to FMR’s or its affiliates’ clients with respect to companies outside the United States, and may serve as sub-adviser for certain of FMR’s or its affiliates’ clients. FIA may recommend to its clients, or invest in on behalf of its clients, securities that are the subject of

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recommendations to, or discretionary trading on behalf of, FMR’s or its affiliates’ clients. FIMM disclaims that it is a related person of FIA. FIL Investment Advisors (UK) Limited (“FIA (UK)”) is an indirect, wholly-owned subsidiary of FIL and is registered as an investment adviser under the Advisers Act. FIA (UK) may provide research, investment advisory and discretionary investment management services to certain of FMR’s or its affiliates’ clients with respect to companies outside the United States and serves as sub-adviser (generally through a delegation from FIA) for certain of FMR’s or its affiliates’ clients. FIA (UK) may recommend to its clients, or invest in on behalf of its clients, securities that are the subject of recommendations to, or discretionary trading on behalf of, FMR’s or its affiliates’ clients. FIMM disclaims that it is a related person of FIA (UK). FIL Investment Management (Singapore) Limited (“FI(S)L”) is an indirect wholly-owned subsidiary of FIL and is a “Participating Affiliate” of FIA. FI(S)L may, under the supervision and review of FIA and in accordance with FIA’s applicable investment guidelines and compliance policies, determine the securities to be purchased and sold for a limited number of FIA’s clients. FI(S)L may recommend to its clients, or invest in on behalf of its clients, securities that are the subject of recommendations to, or discretionary trading on behalf of, FMR’s or its affiliates’ clients. FIMM disclaims that it is a related person of FI(S)L. FIMM or its affiliates may provide certain investment management personnel to or use the investment management personnel of certain of the foregoing investment advisors under personnel sharing arrangements or other inter-company agreements. In addition, FIMM or its affiliates may provide certain administrative services to certain of the foregoing investment advisors, including, but not limited to, securities and derivatives trade execution, investment compliance and proxy voting. Banking or Thrift Institutions FIMM or its affiliates have relationships or arrangements with the following banking and trust institutions: Fidelity Management Trust Company (“FMTC”), a 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 IRAs through which individuals may invest in mutual funds managed by FMRC or its affiliates, and discretionary investment management services to institutional clients and acts as trustee and investment manager of collective investment trusts. FMTC is a wholly-owned subsidiary of FMR LLC. Fidelity Personal Trust Company, FSB (“FPTC”) is a federal savings bank limited to trust powers. FPTC is an indirect, wholly-owned subsidiary of FMR LLC. FPTC provides Trustee or Co-Trustee, agent for trustee, custody, recordkeeping, and investment management services to various trust accounts. Fidelity Institutional Asset Management Trust Company (“FIAM TC”), a non-depository 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 collective investment trusts. FIAM TC is a wholly-owned subsidiary of FIAM Holdings Corp., which in turn is wholly-owned by FMR LLC. FIMM or its affiliates may provide certain investment management personnel to certain of the foregoing banking and trust institutions under personnel sharing arrangements or other inter-company agreements. In addition, FIMM or its affiliates may provide certain administrative services to certain of the foregoing banking and trust institutions, including, but not limited to, securities and derivatives trade execution, investment compliance and proxy voting.

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Insurance Companies or Agencies FIMM has relationships or arrangements with the following insurance companies and agency: Fidelity Investments Life Insurance Company (“FILI”), a wholly-owned subsidiary of FMR LLC, is engaged in the distribution and issuance of life insurance and annuity products that may offer shares of investment companies managed by FMR or its affiliates. Empire Fidelity Investments Life Insurance Company (“EFILI”), a wholly-owned subsidiary of FILI, is engaged in the distribution and issuance of life insurance and annuity products that may offer shares of investment companies managed by FMR or its affiliates to residents of New York. Fidelity Insurance Agency, Inc., 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. 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 FMR and its affiliates, which FMR and its affiliates may use for their U.S. clients. FCAM is a wholly-owned subsidiary of 483 Bay Street Holdings LP, which is a joint venture between FIL Limited and Fidelity Canada Investors LLC. FCAM is registered as a portfolio manager and a commodity trading manager with the Ontario Securities Commission. FCAM also maintains a branch office in Montreal, Quebec that is registered with the Autorité des marchés financiers as a portfolio manager. Certain employees of FCAM may from time to time provide certain research and investment management services for FIAM, which FIAM may also provide to its clients. Neither FCAM nor FBS India is registered as an investment adviser under the Advisers Act and each is deemed to be a “Participating Affiliate” (as this term has been used by the SEC’s Division of Investment Management in various no-action letters granting relief from the Advisers Act’s registration requirements for certain affiliates of registered investment advisers). FCAM is a Participating Affiliate of FIAM. FBS India is a Participating Affiliate of FMR. FIAM and FMR deem their respective Participating Affiliates and certain of their employees as associated persons within the meaning of Section 202(a)(17) of the Advisers Act, because FCAM and FBS India may, through such employees, contribute to the research process of the advisers who have deemed them to be Participating Affiliates, and may have access to information concerning which securities are being recommended to those advisers’ U.S. clients prior to the effective dissemination of such recommendations. FCAM may also provide certain affiliates of FIAM, including FMR and its affiliates, with certain research relating to securities that are the subject of research it also provides to FIAM, and FBS India may also provide certain affiliates of FMR with certain research relating to securities that are the subject of research it provides to FMR. As Participating Affiliates of the respective advisers, each of FCAM and 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 the advisers’ U.S. clients. FIAM and FMR each maintain a list of the employees of their respective Participating Affiliates whom it has deemed associated persons, which it will make available to current and prospective U.S. clients upon request.

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CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING FIMM may purchase or sell for the accounts of clients securities in which FIMM’s or its affiliates’ in-house accounts (including institutional accounts), affiliates, directors, officers or employees have a position. This situation results, in part, from the breadth of securities purchased by FIMM’s or its affiliates’ varied clients and from FIMM’s and its affiliates’ personnel being permitted to invest in securities for their personal accounts. The potential conflicts of interest involved in such transactions are governed by FIMM’s Code of Ethics for Personal Investing (“Code”), which has been adopted and approved by the Board of Trustees of FIMM’s or its affiliates’ investment company clients in the Fidelity group of funds in accordance with Rule 17j-1 under the 1940 Act and which incorporates the Adviser’s Code of Ethics (“Adviser’s Code”) adopted in accordance with Rule 204A-1 under the Advisers Act. The Code applies to all officers, directors, and employees of FIMM (“Advisory Personnel”) and requires that they place the interests of FIMM’s clients above their own. The Code establishes securities transactions requirements for all Advisory Personnel and their covered persons, including their spouses. More specifically, the Code: (i) requires Advisory Personnel and their covered persons to move their covered accounts to Fidelity Brokerage Services LLC unless an exception has been granted; (ii) requires pre-clearance of transactions in covered securities; (iii) requires reporting of transactions in covered securities on a quarterly basis; (iv) requires reporting of accounts and holdings of covered securities on an annual basis; (v) generally prohibits purchases or sales by portfolio managers of securities which are traded in client accounts within seven days before or after the trade; (vi) prohibits purchases of securities in initial public offerings unless an exception has been approved; (vii) prohibits investments in limited offerings without prior approval; and (viii) requires disgorgement of profits from short-term transactions unless an exception has been approved. Violation of the Code’s requirements may also result in the imposition of remedial action. In addition, the Adviser’s Code, as incorporated in the Code: (1) describes the fiduciary duty Advisory Personnel have to FIMM’s clients; (2) requires Advisory Personnel of FIMM to comply with federal securities laws; (3) requires Advisory Personnel of FIMM to report, and for FIMM to review, such Advisory Personnel’s’ and their covered persons’ mutual fund share transactions and holdings periodically (money market funds excepted) for funds advised by FIMM or an affiliate and certain other funds specified in the Code; (4) requires Advisory Personnel of FIMM to report any violations of the Code to FMR’s Ethics Office; and (5) requires FIMM to provide each Advisory Personnel with a copy of the Code and any amendments, and requires Advisory Personnel to acknowledge their receipt and understanding of the Code. FIMM will provide a copy of its Adviser’s Code, as integrated into the Code, to any client or prospective client upon request. The purchase or sale of securities for the accounts of clients may be restricted in connection with distributions of securities where FIMM, its affiliates or their clients are proposing to act as selling shareholders in the distribution. Any such activity is evaluated in accordance with Regulation M under the Exchange Act, the 1940 Act and other applicable rules and regulations and may result in restrictions on the ability of client accounts to purchase or sell in the distribution and/or in the secondary market. FCM, a division of NFS, an affiliated broker-dealer of FIMM, may be a selling agent or principal underwriter in underwritings of municipal, equity or other securities which FIMM recommends to clients. The Trustees of FIMM’s or its affiliates’ mutual fund clients in the Fidelity group of funds evaluate any such activity by FIMM in accordance with Rule 10f-3 under the 1940 Act and procedures adopted pursuant to Rule 10f-3. Conflicts of interest may arise where a portfolio manager considers investing a client account in securities of an issuer in which FIMM, its affiliates or their (or their fund clients’) respective directors, officers or employees already hold a significant position for their own account, including positions held indirectly through certain funds or accounts managed by FIMM or one of its affiliated advisers. Such investments are evaluated in accordance with the 1940 Act, as well as other applicable laws and regulations, and

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there may be instances where FIMM or its affiliates’ client accounts, including accounts sub-advised by third parties, are prohibited from participating in offerings of such securities (including initial public offerings and other offerings occurring before or after an issuer’s initial public offering) or acquiring such securities in the secondary market. FIMM has adopted policies and procedures and maintains a compliance program designed to help manage such actual and potential conflicts of interest. Conflicts of interest may arise if the funds’ orders do not get fully executed due to being aggregated with those of other accounts managed by FIMM or an affiliate, including FIMM’s or its affiliates’ in-house accounts. FIMM has adopted policies and procedures (for example, trade allocation procedures) and maintains a compliance program designed to help manage these actual and potential conflicts. There can be no assurance, however, that all conflicts have been addressed in all situations. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund’s Code. From time to time, in connection with its business, FIMM may obtain material non-public information that is usually not available to other investors or the general public. In compliance with applicable laws, FIMM has adopted a comprehensive set of policies and procedures that prohibit the use of material non-public information by investment professionals or any other employees. FIMM also has procedures addressing the use of third party paid research consultants. In addition, FIMM has implemented a Business Entertainment and Workplace Gifts Policy intended to set standards for business entertainment and gifts and help employees make sound decisions with respect to these activities and ensure that the interests of FIMM’s clients come first. Similarly, to ensure compliance with applicable “pay to play” laws, FIMM has implemented a Political Contributions and Activity Policy which requires all employees to pre-clear any political contributions and activity. FIMM also has a 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 Selection of Brokers and Dealers to Effect Client Transactions FIMM or its affiliates generally have authority to select brokers (whether acting as a broker or a dealer) to place or execute clients’ portfolio securities transactions. FIMM or its affiliates may be responsible for the placement of portfolio securities transactions for certain client accounts for which an affiliate or related person has investment discretion. In selecting a broker or dealer for a specific securities transaction, FIMM or its affiliates evaluate a variety of criteria and use good faith judgment in seeking to obtain execution of portfolio securities transactions at commissions or costs that are reasonable in relation to the brokerage and research services provided. In selecting securities brokers, including affiliates of FIMM, to execute client portfolio securities transactions, FIMM or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FIMM’s or its affiliates’ overall responsibilities with respect to the fund and other investment accounts, including any instructions from the client’s portfolio manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FIMM or its affiliates may choose to execute an order by using an electronic trading platform or by calling one or more brokers or dealers. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity provided by individual brokers; the reliability of

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a broker; the broker’s overall trading relationship with FIMM or its affiliates; the trader’s assessment of whether and how closely the broker likely will follow the trader’s instructions to the broker; the degree of anonymity that a particular broker can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the broker or dealer; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable. The trading desks through which FIMM or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of clients based on the quality of execution without any consideration of Research and Brokerage Services (as defined below) the broker or dealer may provide. The administration of Research and Brokerage Services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. If FIMM grants investment management authority to a sub-adviser, that sub-adviser will be authorized to provide the services described in the sub-advisory agreement. Furthermore, the sub-adviser’s trading and associated policies, which may differ from FMR’s policies, may apply to that fund or account, subject to applicable law. Identification and Resolution of Errors As an investment adviser, FIMM maintains policies and procedures that address the identification and correction of errors consistent with applicable standards of care and clients’ investment management agreements. To the extent that an error occurs, FIMM’s policy is to identify and resolve the error as promptly as possible. FIMM will address and resolve errors on a case by case basis, in its discretion, based on each error’s facts and circumstances. FIMM is not obligated to follow any single method of resolving errors. An incident is any occurrence or event that interrupts normal investment-related activities or that may deviate from applicable law, the terms of an investment management agreement, or applicable internal or external policies or procedures. Incidents can occur at FIMM or at one of FIMM’s service providers, and can be identified by any of the same. The determination of whether an incident constitutes an error is made by FIMM in its sole discretion based on the relevant facts and circumstances of each incident considered in light of the applicable standard of care. Errors may include, without limitation: (i) purchases or sales that exceed the amount of securities intended to trade for a fund or account; (ii) the purchase (or sale) of a security when it should have been sold (or purchased); (iii) the purchase or sale of a security not intended for the fund or account, and/or contrary to investment guidelines or restrictions; and (iv) incorrect allocations of trades. Situations that generally would be considered by FIMM to be incidents but not errors include, without limitation, (i) failure by a portfolio manager to provide timely notification of an incorrect purchase of a security although the security purchased was appropriate for the fund or account; (ii) passive or active breach of an internal or account-level limit; and (iii) failure to update a portfolio manager in a timely manner regarding an increase in shares outstanding or additional room to buy for a security that had been at an aggregate limit. Additionally, incidents involving fund monitoring or aggregate monitoring compliance violations may or may not be deemed by FIMM to be errors depending on the facts and circumstances. For example, an active breach of a client mandate or regulatory limit (e.g., due to an acquisition of additional securities for an account) may be deemed to be an error and may be compensable depending on the particular circumstances, but a passive breach of such a limit (e.g., due to a reduction in the issuer’s outstanding securities) would not be considered an error and would not be compensable. Active breaches of issuer or regulatory limits, including poison pill limits, may be deemed to be errors and may be compensable depending on the circumstances, but passive breaches generally will not. Further, a passive breach of an aggregate limit on holdings of a security established internally by FIMM and its affiliates, and instances where all available aggregate capacity on a security is not fully utilized, generally are not considered

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errors and are not compensable, but an active breach of an internal aggregate limit may be deemed to be an error and compensable depending on the particular circumstances. To the extent that client accounts already own securities that directly or indirectly contribute to certain ownership thresholds being exceeded, FIMM may sell securities held in such accounts in order to bring account-level and/or aggregate ownership below the relevant threshold. If any such sales result in losses for client accounts, those client accounts may bear such losses depending on the particular circumstances. FIMM is responsible for notifying, when appropriate, the affected client of an error. FIMM generally will not notify clients about incidents deemed not to be errors and non-compensable errors, unless otherwise agreed with particular clients. All errors requiring reimbursement to a Fidelity affiliated mutual fund or ETF of $100,000 or more must be reported to the Compliance Committee (or other applicable Committee) of the fund’s Board of Trustees at its next scheduled meeting. When FIMM determines that reimbursement is appropriate, the account will be compensated as determined in good faith by FIMM. Resolution of errors may include, but is not limited to, permitting client accounts to retain gains or reimbursing client accounts for losses resulting from the error. The calculation of the amount of any loss will depend on the facts and circumstances of the error, and the methodology used by FIMM may vary. Unless prohibited by applicable regulation or a specific agreement with the client, FIMM will net a client’s gains and losses from the error or a series of related errors with the same root cause and compensate the client for the net loss. In general, compensation is expected to be limited to direct monetary losses and will not include any amounts that FIMM deems to be speculative or uncertain, nor will it cover investment losses not caused by the error. FIMM may elect to establish an error account for the resolution of errors which could be used depending on the facts and circumstances. Investment Research Products and Brokerage Services Furnished by Research Providers and Brokers FIMM or its affiliates may execute portfolio securities transactions with brokers that provide products and services that assist them in fulfilling their investment management responsibilities ("Research and Brokerage Services") in accordance with applicable law. Research and Brokerage Services that FIMM or its affiliates may have received during the last fiscal year include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. In addition to receiving these Research and Brokerage Services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts, corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FIMM or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these Research and Brokerage Services supplement FIMM’s or its affiliates’ own research activities in providing investment advice to their clients. In addition, Research and Brokerage Services may include, when permissible under applicable law, those that assist in the execution, clearing and settlement of securities transactions as well as other incidental functions (including, but not limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades). Although FIMM or its affiliates do not use client commissions to pay for products or services that do not qualify as Research and Brokerage Services, they may use commission dollars to obtain certain products or services that are not used exclusively in FIMM’s or its affiliates’ investment decision-making process (“mixed-use products or services”). In those circumstances, FIMM or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use product or service, and will pay for that portion of the mixed-use product or service that does not qualify as Research and Brokerage Services with their own resources (referred to as “hard dollars”).

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To the extent permitted by applicable law, brokers who execute client transactions may receive compensation in recognition of their Research and Brokerage Services that is in excess of the amount of compensation that other brokers might have charged. In connection with the allocation of client brokerage, FIMM or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the Research and Brokerage Services provided to FIMM or its affiliates, viewed in terms of the particular transaction for the client or FIMM’s or its affiliates’ overall responsibilities to that client or other clients for which FIMM or its affiliates have investment discretion; however, each Research and Brokerage Service received in connection with a client’s brokerage may not benefit the client. While FIMM or its affiliates may take into account the Research and Brokerage Services provided by a broker or dealer in determining whether compensation paid is reasonable, neither FIMM, its affiliates, nor their respective clients incur an obligation to any broker, dealer, or third-party to pay any Research and Brokerage Services (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these Research and Brokerage Services assist FIMM or its affiliates in terms of their overall investment responsibilities to a client or any other client accounts for which FIMM or its affiliates have investment discretion. Certain client accounts may use brokerage commissions to acquire Research and Brokerage Services that may also benefit other client accounts managed by FIMM or its affiliates. FIMM’s or its affiliates’ expenses likely would be increased if they attempted to generate these additional Research and Brokerage Services through their own efforts or if they paid for these Research and Brokerage Services with their own resources. To minimize the potential for conflicts of interest, the trading desks through which FIMM or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of clients based on the quality of execution without any consideration of Research and Brokerage Services the broker or dealer may provide. The administration of Research and Brokerage Services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the Research and Brokerage Services that FIMM or its affiliates receive are furnished by brokers on their own initiative, either in connection with a particular transaction or as part of their overall services. Some of these Research and Brokerage Services may be provided at no additional cost to FIMM or its affiliates or have no explicit cost associated with them. In addition, FIMM or its affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services. FIMM or its affiliates have arrangements with certain third-party research providers and brokers through whom FIMM or its affiliates effect client trades, whereby FIMM or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FIMM or its affiliates may still cause the client to pay more for execution than the lowest commission rate available from the broker providing research products and services to FIMM or its affiliates, or that may be available from another broker. FIMM or its affiliates view hard dollar payments for research products and services as likely to reduce the client’s total commission costs even though it is expected that in such hard dollar arrangements the commissions available for recapture and used to pay client expenses, as described below, will decrease. FIMM’s or its affiliates’ potential determination to pay for research products and services separately is wholly voluntary on FIMM’s or its affiliates’ part and may be extended to additional brokers or discontinued with any broker participating in this arrangement. Other Considerations and Brokerage Arrangements

Transactions with Certain Brokers FIMM or its affiliates may place trades with certain brokers including NFS and LTA, with whom they are under common control or otherwise affiliated, provided FIMM or its affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified brokerage firms, and that such transactions be executed in accordance with applicable rules under the 1940 Act and procedures adopted by the Board of Trustees or Directors (as applicable) of FMR’s clients in the Fidelity

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group of funds and subject to other applicable law. Where FIMM has engaged a sub-adviser for a fund or other client account, the sub-adviser may, subject to applicable regulatory limitations, also place portfolio transactions with FIMM’s affiliated broker-dealers. In addition, FIMM or its affiliates may place client trades with brokers that use NFS or FCC as a clearing agent.

Transactions Among Clients FIMM or its affiliates may execute transactions between mutual funds and other accounts they manage (either on an advisory or sub-advisory basis), as well as with certain other clients managed by their affiliates. Such transactions for clients in the Fidelity group of funds will be executed in accordance with applicable rules under the 1940 Act and the Advisers Act and procedures adopted by the Board of Trustees or Directors (as applicable) of FIMM’s or FIMM’s affiliates clients in the Fidelity group of funds. FIMM or its affiliates may also execute transactions between non-mutual fund clients, and such transactions will be executed in accordance with applicable rules under the Advisers Act and procedures adopted thereunder. When FIMM or its affiliates engage in adviser cross transactions, where FIMM or its affiliates directly effect an agency transaction between advisory clients without involving a broker, FIMM or its affiliates will receive no compensation (other than its advisory fee), directly or indirectly, for the agency transaction.

Non-U.S. Securities Transactions To facilitate trade settlement and related activities in non-U.S. securities transactions, FIMM or its affiliates may effect spot foreign currency transactions with foreign currency dealers. In certain circumstances, due to local law and regulation, logistical or operational challenges, or the process for settling securities transactions in certain markets (e.g., short settlement periods), spot currency transactions may be effected on behalf of clients by parties other than FIMM or its affiliates, including clients’ custodian banks (working through sub-custodians or agents in the relevant non-U.S. jurisdiction) or broker-dealers that executed the related securities transaction. Trade Allocation Policies

Bunched Trades It is generally FIMM’s or its affiliates’ practice, when appropriate, to combine or "bunch" orders of various accounts, including those of its clients, its affiliates’ clients, and, in certain instances, proprietary accounts for order entry and execution. Bunched orders may be executed through one or more brokers. The allotment of trades among brokers is based on a variety of factors, which may include price, order size, the time of order, the security and market activity. A bunched trade executed with a particular broker is generally allocated pro-rata among the accounts that are participating in the bunched trade until any account has been filled. After any account has been filled, the trade is allocated pro-rata among any remaining accounts. Each broker’s execution of a bunched order may be at a price different than another broker’s bunched order execution price for the same security.

Allocation of Trades FIMM and its affiliates have established allocation policies for their various accounts (including proprietary accounts) and securities types (e.g., equity, fixed income and high income) to ensure allocations are appropriate given clients’ differing investment objectives and other considerations. These policies also apply to initial and secondary offerings. When, in FIMM’s or its affiliates’ opinion, the supply/demand is insufficient under the circumstances to satisfy all outstanding orders, across all securities types the amount executed generally is distributed among participating accounts based on account net asset size (for purchases) and security position size (for sales), or otherwise according to the allocation policies. With limited exceptions, the trading systems contain rules that allocate trades on an automated basis in accordance with these policies. Generally, any exceptions to FIMM’s and its affiliates’ policies (i.e., special allocations) must be approved by senior trading and compliance personnel and documented.

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FIMM’s and its affiliates’ trade allocation policies identify circumstances under which it is appropriate to modify or deviate from the general allocation criteria and describe the alternate procedures. For allocations based on net assets, the trade allocation policies for each of equity, fixed income, and high income define the method of calculating net assets to be used depending on particular circumstances or needs. The high income and fixed income allocation policies define net assets generally by reference to each account’s assets managed by the high income or fixed income divisions, respectively, and by reference to certain security and account types, such as high income or investment grade securities and accounts. For example, both the high income and fixed income trade allocation policies provide that 100% of a high income account’s net assets may be taken into account when allocating high income securities, but only 1% of an investment grade bond account’s or equity account’s net assets may be taken into account when allocating high income securities to those accounts along with the high income accounts. The high income trade allocation policy also defines net assets similarly for bank loan and real estate accounts when acquiring bank loan and real estate securities, respectively. Additionally, under the fixed income allocation policy, when defining what constitutes net assets for separately managed account (SMA) clients when trading alongside other client accounts, SMAs that follow similar investment strategies may have their assets grouped into an omnibus trading account, where that omnibus trading account is treated as a single portfolio for allocation purposes. The equity trade allocation policy defines net assets generally by reference to each account’s overall net assets. The equity trade allocation policy allows for certain specialized accounts, such as international, real estate investment, convertible securities, or other accounts to receive an increased allocation by increasing the weighting of an account’s net assets by a factor of two or four where the securities correlate closely to the investment objective or focus of the account. Short sale and “buy to cover” transactions generally are subject to the same general allocation criteria as non-short sale transactions, and thus could experience significant delays in execution, which could materially impact the performance of accounts whose strategies rely on short sales. Alternate allocation methods other than net asset size (for purchases) and security position size (for sales) may be employed under certain circumstances. The equity trade allocation policy provides for the execution of program trades and short sales notwithstanding the existence of active orders for individual securities on the trading desk, provided that consideration is given to whether the program trade or short sale might have a material effect on these active orders. The policy also allows for accounts designed to have proportionately identical portfolios (e.g., one portfolio modeled on another portfolio) to receive proportional allocations when allocations on net assets or holdings size would yield a non-proportional result. The fixed income trade allocation policy allows for several alternate allocation methods, in some cases only where the portfolio managers of all accounts involved in the allocation agree to the use of the alternate method(s). These alternate methods include pro rata allocations based on the size of the accounts’ orders; rotating investment opportunities among accounts that trade consistently on specific trading desks (e.g., taxable bond desks or money market desks); bunching securities or other investments that may be deemed to be fungible and then allocating the bunched orders on a series basis so as to keep like-securities or other investments grouped together; and/or providing a priority allocation for trades the execution of which are contingent on the execution of other trades. The fixed income trade allocation policy also provides for increased or priority allocations for accounts specializing in a particular type of security or other investment. These include priority allocations for certain accounts for repurchase agreements; increased allocations of municipal securities to single state municipal money market and municipal bond accounts for obligations that are tax-exempt within their state; and a priority allocation of U.S. Treasury money market securities to Treasury-only money market accounts. All of the trade allocation policies generally provide for minimum allocations based on market-defined minimum denominations, or otherwise may allow increased or decreased allocations (i) to avoid a de minimis allocation, (ii) to round to a trading round lot, or (iii) in the case of the high income trade allocation policy, to complete a sale of all holdings in order to avoid residual holdings in an amount less than a basic unit of trading. Trade allocations may also be impacted by various regulatory requirements depending on where the trade is executed and what types of accounts are included in the trade. In such circumstances, some accounts may need to be prioritized over others when supply/demand is insufficient (e.g., client accounts receive priority of allocation over proprietary accounts). Accounts for which all the assets are those of FIMM or its affiliates and are not otherwise used to seed new investment products or to meet

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potential claims of insurance policyholders are generally considered to be proprietary accounts. Accounts owned or managed for the benefit of individual employees of FIMM or its affiliates or officers or trustees of various investment products are generally considered client accounts, subject to applicable law.

REVIEW OF ACCOUNTS Portfolio management assignments are made based on several factors, including the relevant experience and ability of the managers, the complexity of the funds’ mandate and structure, and similarities among funds assigned to a manager. Each portfolio manager regularly reviews the holdings in the funds or accounts for which he or she is responsible. Portfolio managers may draw on a large research and trading staff of FIMM or its affiliates for support. FIMM’s and its affiliates’ investment activities are organized on a group basis, with portfolio managers of similar accounts forming these groups. There are various groups directly related to portfolio management and other groups comprising FIMM's or its affiliates’ fundamental research departments, each of which has a Chief Investment Officer and Managing Director of Research, respectively. Each Chief Investment Officer regularly receives detailed analysis of the funds in their oversight groups, and conducts periodic fund reviews with each manager. In addition, FMR’s Asset Management Compliance group monitors the funds’ and accounts’ trading activity for compliance with applicable regulations. The Trustees of each investment company client review at least annually the activities of FIMM’s responsible portfolio managers, and review on a regular basis the performance of the Fidelity Funds. FMR’s Treasurer’s Office continuously monitors the operations of the Fidelity Funds. FIMM may also provide investment advisory services on a discretionary or non-discretionary basis to other entities, or clients of other entities, related or unrelated to FIMM. These entities, or their clients, may similarly review the activities of FIMM’s portfolio managers and other investment professionals. Members of the Board of Trustees of each of FIMM’s or its affiliates’ investment company clients in the Fidelity group of funds are supplied periodic reports providing, among other items, comparative performance data, sales and redemptions of shares information, and certain brokerage commission reports. FIMM generally supplies similar data in its capacity as a sub-adviser. Reports to other non-investment company clients may be prepared as requested by such clients. In limited circumstances in response to client inquiries, FIMM or its affiliates may provide research related information with respect to securities held in the relevant client’s portfolio, in some instances on a delayed basis.

CLIENT REFERRALS AND OTHER COMPENSATION FIMM does not have client referral arrangements.

CUSTODY FIMM may be deemed to have custody of client assets because certain of its related persons may have the legal capacity to access collective fund clients’ accounts (even though an independent, qualified custodian has been appointed by such clients to serve as custodian). Such clients will receive account statements from the qualified custodian that has been appointed to serve as custodian with respect to the clients’ accounts. Clients who receive these statements should review them carefully.

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INVESTMENT DISCRETION FIMM’s discretionary authority to manage accounts on behalf of its clients, and any limitations that may be imposed on such authority, are described in “Advisory Business” on page 4.

FIMM and its affiliates exercise discretionary authority on behalf of their mutual fund and ETF clients pursuant to management contracts and sub-advisory agreements (together, the “Advisory Contracts”). The Advisory Contracts are entered into in accordance with Section 15 of the 1940 Act, and approved and renewed by each fund’s Board of Trustees, including the Independent Trustees. In approving the Advisory Contracts, the Board of Trustees authorizes by resolution FIMM’s and its affiliates’ ability to exercise discretionary authority, and the Advisory Contracts contain the terms and limitations, if any, with regard to the authority granted.

In considering whether to approve or renew the Advisory Contracts for a fund, the Board of Trustees considers all factors it believes relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by FIMM or its affiliates from its relationship with the fund; (iv) “fallout benefits,” if any, FIMM or its affiliates receive as a result of their relationship with the fund; and (v) the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

With respect to FIMM’s or its affiliates’ non-registered investment company clients, FIMM or its affiliates provide advisory services pursuant to management or sub-advisory agreements, the terms of which are negotiated with such clients. As with FIMM’s or its affiliates’ mutual fund and ETF clients, the management and/or sub-advisory agreements contain the terms and limitations, if any, with regard to the authority granted.

VOTING CLIENT SECURITIES When authorized by clients, FIMM or its affiliates generally cast votes on behalf of client accounts by proxy at shareholder meetings of issuers in which FIMM or its affiliates invest client assets. The Boards of Trustees of the Fidelity Funds have established formal written proxy voting guidelines (the “Guidelines”) that are designed to ensure that proxies on behalf of the Fidelity Funds are voted in a manner consistent with the best interests of shareholders. FMR has also adopted these Guidelines as part of its proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. FIMM or its affiliates vote on behalf of the Fidelity Funds in accordance with the Guidelines that have been approved by the Boards of Trustees of the Fidelity Funds. The power to vote or direct the voting of shares owned directly by the Fidelity Funds resides with each Fund’s Board of Trustees, who have delegated to FIMM’s or an affiliate the responsibility of carrying out the voting of shares owned by the Fidelity Funds in accordance with the Guidelines. FMR’s Investment Proxy Research Group (“IPR”) casts the votes on behalf of the Fidelity Funds. Generally, FMR retains the authority granted by the Board of Trustees of the Fidelity Funds to vote proxies under these Guidelines when acting on behalf of the Fidelity Funds; however, where FIMM or its affiliates are granted authority to vote such proxies when acting as advisers or sub-advisers to the Fidelity Funds, they do so in accordance with the Guidelines and FMR’s proxy voting policies and procedures. Except as set forth in the Guidelines, FIMM or its affiliates will generally vote on proposals based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the portfolio company or to maximize long-term shareholder value. For proposals not covered by the Guidelines or that involve other special circumstances, FIMM evaluates them on a case-by-case basis with input from the appropriate FIMM analyst or portfolio manager with

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review by an attorney within FIMM's General Counsel's office, senior management of Fidelity Asset Management, and a member of senior management within IPR. If there is a significant pattern of these proposals or other special circumstances, FIMM will refer them to the appropriate Fidelity Fund Board Committee. Proposals Relating to Director Elections FIMM or its affiliates generally will withhold authority for the election of all directors or directors on responsible committees if: a poison pill or other anti-takeover provision was adopted or extended without shareholder approval; options were repriced without shareholder approval; the board is not composed of a majority of independent directors; the director attended less than 75% of the aggregate number of board and committee meetings during the company’s prior fiscal year; the company has not adequately addressed concerns communicated by FIMM in the process of discussing executive compensation. FIMM and its affiliates will generally support proposals calling for directors to be elected by a majority of votes cast, provided that the proposal allows for plurality voting standard in the case of contested elections. FIMM and its affiliates may consider voting against such shareholder proposals where a company has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election. In uncontested elections, FIMM and its affiliates will generally vote in favor of incumbent and nominee directors except where a director has failed to exercise reasonable judgment. FIMM and its affiliates will generally withhold authority on the election of all directors or directors on responsible committees if the directors acted contrary to certain aspects of the Guidelines during the period. FIMM and its affiliates believe that strong management creates long-term shareholder value and we generally support management of companies in which the Fidelity Funds’ and other clients’ assets are invested. In contested elections, FIMM and its affiliates will vote on a case-by-case basis, taking into account factors such as management’s track record and strategic plan for enhancing shareholder value; the long-term performance of the target company compared to its industry peers; the qualifications of the shareholder’s and management’s nominees; and other factors. Ultimately, FIMM and its affiliates will vote for the outcome they believe has the best prospects for maximizing shareholder value over the long term. Proposals Relating to Executive Compensation FIMM or its affiliates generally will vote for proposals to ratify executive compensation unless such compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account: (i) the actions taken by the board or compensation committee in the previous year, including whether the company repriced or exchanged outstanding stock options without shareholder approval; adopted or extended a Golden Parachute without shareholder approval; or adequately addressed concerns communicated by FIMM in the process of discussing executive compensation; (ii) the alignment of executive compensation and company performance relative to peers; and (iii) the structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed. Proposals Relating to Equity Compensation Plans The Guidelines generally oppose plans or amendments to plans that: have option exercise prices less than 100% of fair market value on the date of grant; include an evergreen provision; provide for the acceleration of vesting of equity awards even though an actual change in control may not occur; give the ability to reprice outstanding stock options without shareholder approval; or cause excessive dilution to

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shareholders by considering the average three-year burn rate, based on the company’s market capitalization. Large-capitalization companies are those included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap Index; small-capitalization companies are those not included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap Index that are not micro-capitalization companies; and micro-capitalization companies are those with a market capitalization under US $300 million. Proposals Relating to Changes in Corporate Control The Guidelines generally oppose measures that are designed to prevent or obstruct corporate takeovers. Such measures include: fair price amendments, classified boards, “blank check” preferred stock, executive “golden parachutes,” shareholders rights plans (“poison pills”), supermajority provisions, restricting shareholders’ right to call special meetings or to set board size, and any other provision that eliminates or limits shareholder rights. Proposals Relating to Shareholder Rights The Guidelines generally: (i) support simple majority voting, (ii) oppose cumulative voting, (iii) support confidential voting, and (iv) oppose new classes of stock with differential voting rights. Proposals Relating to Environmental and Social Issues FIMM or its affiliates generally will vote in a manner consistent with management’s recommendation on shareholder proposals concerning environmental or social issues, as they believe that management and the board are in the best position to determine how to address these matters. In certain cases, however, FIMM or its affiliates may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, where they believe that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. For example, FIMM or its affiliates may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. FIMM or its affiliates also may support proposals on issues such as equal employment, and board and workforce diversity. Conflicts of Interest The Guidelines have been designed so that proxies are voted in the best interests of FIMM’s and its affiliates’ clients, and to resolve potential conflicts of interest. Potential conflicts generally may arise in connection with business arrangements of FIMM or its affiliates. For example, FIMM’s affiliates may manage or administer employee benefit plans, or provide brokerage, underwriting, insurance, or banking services to a company whose management is soliciting proxies. FIMM or its affiliates may also have business or personal relationships with participants in proxy contests, corporate directors or candidates for directorships. FIMM or its affiliates vote shares in a manner consistent with the Guidelines and without regard to any other relationship, business or otherwise, that FIMM or its affiliates may have with companies in which FIMM or its affiliates invest client assets. IPR, which is part of FIMM’s Investment Operations department, is charged with administering the Guidelines as agent to facilitate the voting of proxies relating to portfolio securities held by the Fidelity Funds. IPR votes proxies without regard to any other Fidelity companies’ relationship, business or otherwise, 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 fund shareholders. Fidelity employees, including IPR, are instructed to avoid situations that could present even the appearance of a conflict. In the event of a conflict of interest, Fidelity employees are required to follow the escalation process included in Fidelity's corporate policy on conflicts of interest. A complete set of the Guidelines, as well as information on how the Fidelity Funds’ proxies were voted, may be obtained on www.fidelity.com.

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If FIMM has engaged a sub-adviser, that sub-adviser may vote proxies according to its own proxy voting guidelines and policies, which may differ from the Guidelines, for those Fidelity Funds (or portions thereof) for which the sub-adviser has been granted such authority.

FINANCIAL INFORMATION FIMM does not solicit prepayment of client fees. Furthermore, there are no financial conditions that are reasonably likely to impair FIMM’s ability to meet any of its contractual commitments to its clients.

REQUIREMENTS FOR STATE-REGISTERED ADVISERS FIMM is not registered with any state securities authority.

ERIC GOLDENFidelity Investments One Spartan Way Merrimack, NH 03054 603-791-5201

FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. 245 Summer Street Boston, MA 02210 617-563-7000

June 29, 2016

This brochure supplement provides information about Eric Golden that supplements the Fidelity Investments Money Management, Inc. (“FIMM”) brochure. You should have received a copy of that brochure. Please contact FIMM’s Compliance Officer if you did not receive FIMM’s brochure or if you have any questions about the contents of this supplement.

EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCEEric Golden born in 1982, is the managing director and portfolio manager of personal bond management in the Fixed Income division. In this role, he serves as a portfolio manager and provides investment leadership for separately managed retail accounts. Prior to assuming his current position in January 2015, Eric held various other roles in FMRCo’s Fixed Income division, including that of research analyst from 2009 to 2014, associate research analyst from 2008 to 2009 and research associate from 2005 to 2008. He has been in the investments industry since joining Fidelity full time in 2005.

Mr. Golden earned his bachelor of science degree in corporate finance and accounting (with a minor in information technology) from Bentley College. He is a Chartered Financial Analyst (CFA) charterholder1 as well as a member of the National Federation of Municipal Analysts.

DISCIPLINARY INFORMATIONThere are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Mr. Golden or his integrity.

OTHER BUSINESS ACTIVITIESMr. Golden is not actively engaged in any other investment-related business or occupation.

ADDITIONAL COMPENSATIONMr. Golden does not receive any additional compensation for providing advisory services to any party who is not a client of FMRC.

SUPERVISIONChristine Thompson, Chief Investment Officer, Bonds, is responsible for supervising Mr. Golden’s advisory activities on behalf of FIMM and can be reached at 603-791-7806. Ms. Thompson meets regularly with Mr. Golden to evaluate the performance of each of his accounts and to review the strategies employed since the last review period. Multiple data sources are available to Ms. Thompson to facilitate her ongoing monitoring of Mr. Golden’s portfolio management decisions and account performance.

In addition, on behalf of FIMM, Fidelity Management & Research Company (“FMR”), an affiliate of FIMM, monitors the accounts’ trading activity for compliance with applicable regulations.

* The CFA designation is offered by the CFA Institute. To obtain the CFA charter, candidates must pass three examsdemonstrating their competence, integrity and extensive knowledge in accounting, ethical and professional standards,economics, portfolio management and security analysis, and must also have at least three years of qualifying workexperience, among other requirements.

ITEM 1. COVER PAGE

Breckinridge Capital Advisors, Inc. Firm Brochure

Part 2A

125 HIGH STREET SUITE 431

BOSTON, MA 02110 WWW.BRECKINRIDGE.COM

MARCH 16, 2018

This brochure provides information about the qualifications and business practices of Breckinridge Capital Advisors, Inc. (“Breckinridge”). If you have any questions about the contents of this brochure, please contact us at 617-443-0779. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Breckinridge is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information about which you determine to hire or retain an adviser. Additional information about Breckinridge is also available on the SEC’s website at: www.adviserinfo.sec.gov.

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ITEM 2. MATERIAL CHANGES Since our last Brochure update in March 2017, we have added a Treasury strategy to our investment offerings. The strategy will be available to clients in March 2018. A discussion of the new strategy, including investment objectives and risks can be found in the Investment Strategies and the Risk Considerations and Definitions sections of this Brochure. In addition, David Madigan, chief investment officer, has announced his retirement to be effective September 30, 2018. Upon his retirement, Mr. Madigan will no longer be a member of our portfolio management team and our investment committee. Laura Lake, director of investment strategy, will be promoted to the position of CIO, effective October 1. Ms. Lake also will assume the investment committee chair role. For more information about this upcoming transition and Ms. Lake’s professional background, please contact our consultant relations team (cr@breckinridge.com).

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ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE ...................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ............................................................................................................................ 2 ITEM 3. TABLE OF CONTENTS ........................................................................................................................... 3 ITEM 4. ADVISORY BUSINESS ........................................................................................................................... 4

Client Customizations ............................................................................................................................... 4 Wrap Programs ......................................................................................................................................... 5

ITEM 5. FEES AND COMPENSATION ............................................................................................................ 5 Termination and Assignment ................................................................................................................... 6

ITEM 6. PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT .................................................. 6 ITEM 7. TYPES OF CLIENTS .......................................................................................................................... 6 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ..................................... 7

Investment Strategies ............................................................................................................................... 7 Methods of Analysis .................................................................................................................................. 8 Risk Considerations and Definitions ........................................................................................................ 9

ITEM 9. DISCIPLINARY INFORMATION ....................................................................................................... 12 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .................................................... 12 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ................................................................................................................................................... 12 ITEM 12. BROKERAGE PRACTICES ............................................................................................................ 13

Broker Selection ...................................................................................................................................... 13 Trade Allocation ...................................................................................................................................... 14 Cross Transactions ................................................................................................................................. 15 Client Transferred Securities .................................................................................................................. 15 Trade Errors ............................................................................................................................................. 16

ITEM 13. REVIEW OF ACCOUNTS ............................................................................................................... 16 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION .................................................................... 16 ITEM 15. CUSTODY ..................................................................................................................................... 16 ITEM 16. INVESTMENT DISCRETION .......................................................................................................... 17 ITEM 17. VOTING CLIENT SECURITIES ....................................................................................................... 17

Class Actions and Other Legal Proceedings .......................................................................................... 18 ITEM 18. FINANCIAL INFORMATION ........................................................................................................... 18

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ITEM 4. ADVISORY BUSINESS Founded in 1993, Breckinridge Capital Advisors, Inc. (“Breckinridge”) is a Boston-based investment advisor specializing in the management of investment-grade fixed income bond portfolios. Breckinridge has always espoused the benefits of a customized separate account structure and has focused exclusively on managing fixed income portfolios as separate accounts since inception. Working through a network of investment consultants and advisors, we serve a variety of clients ranging from high net worth individuals to large institutions. As a Benefit Corporation and B Corp, Breckinridge is driven by the responsibility to create positive, long-term impact for our clients and all stakeholders. We view sustainability as a key strategic priority. As a B Corp, we believe our business can and should be a force for good, and this philosophy permeates all that we do. Our commitment to sustainability is reflected in our investment decisions, daily business activities and community outreach. Through a wide range of corporate sustainability initiatives, we strive to contribute to addressing important social and environmental issues. Clients are commonly referred to our firm by other investment advisors and consultants (collectively, “Advisors”), or directly sourced from institutions. Advisors are not affiliated with Breckinridge and are expected to conduct their own due diligence of our firm. Advisors will offer all or some of Breckinridge’s investment strategies to their clients. Some Advisors have entered into an advisory agreement with Breckinridge, while others require Breckinridge to enter into agreements with the end client directly. In either agreement scenario, the Advisor typically remains Breckinridge’s primary point of contact for client related communications and updates. Clients who have accessed our investment advisory services directly may have designated authorized individuals to act on their behalf. Any such arrangements will have been provided in either the investment management agreement or in separate written documentation. Throughout this Brochure, our references to clients include Advisors, the end clients, and those clients who access our services directly. When clients access our services through an Advisor, Breckinridge will not be provided with sufficient information from Advisors to perform a suitability assessment of Breckinridge’s services for their accounts. Breckinridge relies on the Advisors who, within their fiduciary duty, must determine not only the suitability of Breckinridge’s services for the client, but also the suitability of Breckinridge. This also includes any assessment of whether a particular wrap platform is appropriate for the client. Breckinridge is primarily owned by Peter Coffin, the firm’s founder and President. As of December 31, 2017, Breckinridge managed $33.4 billion in assets on behalf of 15,029 clients; two of those clients with assets totaling $175 million represented non-discretionary assets.

Client Customizations Breckinridge has always espoused the benefits of a customized separate account structure. Therefore, we accept customizations, including reasonable investment restrictions, and changes to customizations with prior approval by our portfolio management team. Clients may submit, in writing, their customization requests to our consultant relations or client services teams who will send the requests to the portfolio managers’ review. Once approved, the customizations will become effective at the agreed upon date between the client and Breckinridge.

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Depending on the complexity of the customization, the time required for review and approval will vary. As a matter of policy, Breckinridge will not change an account customization or incept an account until all customizations have been reviewed and approved. Please refer to the Investment Process section of this Brochure for more information on how we manage account customizations.

Wrap Programs Breckinridge serves as a portfolio manager on various wrap programs that are sponsored by unaffiliated financial intermediaries such as broker dealers (“Sponsor”). For its investment advisory services, Breckinridge receives directly from each Sponsor – and not from any client whose account(s) we manage through the program – a portion of the all-inclusive, wrap fee that each client pays the Sponsor. Each Sponsor’s program allows its clients to receive, in exchange for a unitary, all-inclusive wrap fee, discretionary portfolio management services from portfolio managers participating in the program, assistance in choosing participating managers, trade execution and custodial services, periodic performance and other reports, and certain other related services provided by the Sponsor and its affiliates. Under each program, any brokerage commissions or other transactions fees (collectively, “transaction costs”) on client trades effected through the Sponsor, the Sponsor’s affiliates, or client directed broker arrangement, are included in the all-inclusive fee that each client pays the Sponsor. Regardless of these directed arrangements, Breckinridge has the authority to trade with other broker dealers, and Breckinridge will exercise such authority in our pursuit of best execution. When we effect transactions with broker dealers outside of any Sponsor or client directed arrangement, the associated transaction costs are incurred by the client in addition to the wrap fee. Please see the Brokerage Practices section for additional information.

ITEM 5. FEES AND COMPENSATION The maximum fee Breckinridge assesses for management of a client account is 35 basis points. Breckinridge retains full discretion to negotiate fees in consideration of asset levels, service requirements, and any other factor that Breckinridge deems relevant. Some client assets are aggregated for billing purposes. Clients with multiple accounts managed by Breckinridge or clients who access Breckinridge through Advisors may be offered blended/stepped fee schedules. Unless other arrangements are agreed upon, fees will be payable quarterly, in arrears. Breckinridge will either deduct fees directly from client custodial accounts, or send an invoice to the client or Advisor directly. Client fee schedules and the way fees will be paid are explained in the advisory agreement. All holdings in client accounts are priced monthly. When Breckinridge is responsible for calculating the fee for client accounts, we do not charge fees on cash. However, we may earn fees on cash from clients who calculate their own fees as some clients include cash in the asset values used for billing purposes. Clients are responsible for verifying that the fee has been properly calculated.

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In addition to Breckinridge’s advisory fees, clients bear trading costs, taxes, and any fees or expenses associated with custodial accounts, wire and electronic fund transfers, or services provided by other third-party investment advisors or managers selected by the client. Breckinridge acts as sub-adviser to certain mutual funds in which Breckinridge clients may be investors. Breckinridge may not be aware that such clients are also fund shareholders as this information is not routinely provided or readily available to us. Outside of a sub-advisory fee, Breckinridge receives no other compensation from these funds. To the extent that client accounts are invested in unaffiliated mutual funds, these funds pay a separate layer of management, commissions, trading, and administrative expenses, which are exclusive and in addition to Breckinridge’s advisory fee. Breckinridge does not receive any portion of the fees and expenses from unaffiliated funds.

Termination and Assignment Advisory agreements with clients cannot be assigned without the approval of the client. Clients may terminate an advisory agreement within five business days after execution without penalty. Otherwise, the contract may be terminated upon thirty days prior written notice. Fees paid in advance for the current quarter will be pro-rated on a daily basis and any unused portion returned to the client. Fees paid in arrears for the current quarter will be pro-rated on a daily basis and billed to the client.

ITEM 6. PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT Breckinridge does not have any performance fee arrangements. However, Breckinridge provides investment advisory services to clients in different strategies, with client specific customizations and varying fee schedules. As such, Breckinridge’s portfolio managers and traders must allocate their time across multiple client accounts, which can create a conflict of interest. To manage this conflict, Breckinridge utilizes a team-based approach to portfolio management and proprietary systems to assist with the management of client accounts. Our proprietary systems allow the portfolio management team and traders to continuously monitor client portfolios and complete allocations across multiple client accounts, without any regard to fee schedules, but in a manner that is consistent with internal policy and client mandate. . Please see the section on Brokerage Practices for more information on our investment and allocation processes.

ITEM 7. TYPES OF CLIENTS Breckinridge provides portfolio management services to individuals, high net worth individuals, trusts, estates, charitable organizations, foundations, corporations, investment companies registered under the Investment Company Act of 1940, private investment funds, Taft-Hartley plans, public funds, and other institutional investors. Private investment funds for which Breckinridge acts as investment adviser are not registered under the Investment Company Act, and can invest in similar securities as other advisory clients. Breckinridge is not the general partner to any such fund and does not receive placement fees with respect to investments in those funds.

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ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Investment Strategies Breckinridge offers municipal, government credit and sustainable bond strategies. Unless otherwise indicated, the minimum investment for strategies is $500,000. Minimum investment amounts are subject to Breckinridge’s discretion. Tax-Efficient Strategies Breckinridge’s tax efficient strategies seek to maximize after-tax income and preserve capital by investing primarily tax-exempt municipal bonds. Tactical allocations to taxable municipal, high-quality corporate, Treasury and government agency bonds may also be considered based on a client’s tax rate. Breckinridge offers several tax-efficient strategies across the maturity spectrum that can be customized by benchmark, maturity, duration, credit quality, tax status and state. Over 30 state preference options are available for clients with state-tax liabilities. Treasury Strategies Breckinridge’s treasury strategies seek to maximize risk-adjusted returns and to preserve capital by investing in U.S. treasury securities. Breckinridge offers several treasury strategies across the maturity spectrum that can be customized by benchmark, maturity and duration. Government Credit Strategies Breckinridge’s government credit strategies seek to maximize risk-adjusted returns and to preserve capital by investing in corporate, taxable municipal, supranational, treasury and government agency issuers. Breckinridge offers several government credit strategies across the maturity spectrum that can be customized by benchmark, sector, maturity, duration, and credit quality. Core Government Credit Strategies Breckinridge’s core government credit strategies seek to maximize risk-adjusted returns by primarily investing in municipal bonds, corporate bonds, asset-backed securities, mortgage-backed securities, government agency and government sponsored enterprise securities, treasury bonds, and supranational bonds. Breckinridge offers several core government credit strategies across the maturity spectrum that can be customized by benchmark, sector, maturity, duration, and credit quality. Subject to Breckinridge’s discretion, the minimum investment for these strategies is $10,000,000. Sustainable Strategies Breckinridge’s sustainable strategies are designed for investors who are interested in emphasizing environmental, social and governance (ESG) performance. Breckinridge offers tax efficient, government credit and core government credit sustainable strategies that can be customized as described in each strategy’s respective section above. Breckinridge attempts to achieve each strategy’s investment objectives by selectively investing in those eligible issuers with above-average ESG profiles and/or bonds that fund essential environmental, social or economic development

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projects. Values-based customizations, such as environmental or religious based themes, are also available.

Methods of Analysis Investment Philosophy Grounded in our mandate to preserve capital, Breckinridge seeks to incrementally improve risk-adjusted returns with rigorous bottom-up credit research, opportunistic trading, and the seasoned judgment of our portfolio management team. Investment Process Breckinridge's investment process is collaborative and client portfolios are team managed. Client restrictions or customizations are hard coded into our proprietary portfolio management and trading system to support accurate and timely implementation, monitoring and compliance. Outlook and strategy is determined by our investment committee, which is composed of a cross section of investment professionals. They meet monthly to determine the firm’s macroeconomic, interest rate and sector outlooks, and to formulate positioning. Various fundamental factors such as Federal Reserve and fiscal policy, economic data, market conditions and liquidity, are assessed in conjunction with a review of our credit analysts’ sector outlooks. Additionally, the committee evaluates relative value among sectors, and reviews spread history and sector/security attribution. Based on this top-down analysis, the committee sets portfolio duration targets, yield curve positioning/maturity distribution and sector risk exposures for each strategy. Rules and targets are adjusted accordingly in our integrated portfolio management and trading system for implementation, and outlook and strategy updates are communicated firm-wide. Breckinridge’s research team is responsible for coverage of specific fixed income sectors. Analysts use proprietary credit frameworks, ESG factors, and quantitative and qualitative data to generate internal ratings, and if applicable, a sustainability rating. Research analysts also review new and secondary issues to identify potential purchases. Breckinridge’s ratings and research reports are viewable by both the portfolio management team and the traders. Portfolio managers implement the strategy and targets in the portfolios in conjunction with client's objectives and parameters. Breckinridge's portfolio management system enables both customization and compliance with each client's investment guidelines. Portfolios are monitored on an ongoing basis by the portfolio management team, who determine purchases, sales and possible swaps through the assimilation of credit analysts’ views and ratings, and traders’ input on valuation. Once these determinations are made, portfolio managers define the appropriate parameters for traders. The traders use the criteria to seek bonds that fit the specifications. Traders are able to use analysts’ internal ratings to enhance the assessment of a security’s fair value. Our traders continually assess opportunities in both the primary and secondary markets for suitability and value, monitor spread relationships, credits and maturities and take action when relative-value opportunities are identified.

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Risk Considerations and Definitions Clients should be aware of the risks associated with a particular strategy when making investment decisions. All investments involve risk of loss that clients should be prepared to bear. Risks will vary based on the investment strategy and the specific securities held. As described in the Investment Philosophy and Investment Process sections of this Brochure, Breckinridge strives to meet its mandate of preserving capital and providing reliable income to its clients by carefully managing and analyzing risks. Using a proprietary system, the portfolio managers continually run filters and tests to monitor client portfolios from a variety of standpoints such as duration and maturity. The portfolio managers also run daily reports to identify variances from investment committee targets and client investment guidelines. The table below highlights the material risks associated with each investment strategy. Risks for the sustainable tax-efficient, sustainable government credit, and sustainable core government credit strategies are the same as those listed below. Each risk is discussed in more detail after the table. Investment Strategies

Risks Tax Efficient Treasury Government Credit

Core Government Credit

144A Securities Risk x Asset Backed Securities Risk x Call Risk x x x Corporate Debt Risk x x Credit Default Risk x x x Duration Risk x x x x ESG Risk x x x Event Risk x x x Government Securities Risk x x x Interest Rate Risk x x x x Issuer Risk x x x Liquidity Risk x Market Risk x x x x Mortgage Backed Securities Risk x Municipal Bond Risk x x x Prepayment Risk x x x Reinvestment Risk x x x x Sector Risk x x State/Region Risk x x x Tax Liability Risk x x x Valuation Risk x x x

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144A Securities Risk: 144A securities are unregistered securities that are available to qualified institutional investors only. Due to the restrictions and limits on trading these securities, there is greater risk associated with these securities than those registered with the SEC. Public information on the issuers of 144A securities may be limited as they are not required to provide the same level of disclosures as the issuers of publicly traded securities. Asset Backed Securities Risk: Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities. Further, some asset backed securities may not have the benefit of any security interest in the related assets. There is also the possibility that recoveries in the underlying collateral may not be available to support the payments on these securities. Downturns in the economy could cause the value of asset backed securities to fall, thus, negatively impacting account performance. Call Risk: Some bonds give the issuer the option to redeem the bond before its maturity date. If an issuer exercises this option during a time of declining interest rates, the proceeds from the bond may have to be reinvested in an investment offering a lower yield, and may not benefit from an increase in value as a result of declining rates. Callable bonds also are subject to increased price fluctuations during periods of market illiquidity or rising interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond. Corporate Debt Risk: The rate of interest on a corporate debt security may be fixed, floating, variable, may vary inversely with respect to a reference rate. Corporate debt securities are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation. They also may be subject to price volatility due to interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of a corporate debt security can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. A company default can reduce income and capital value of a corporate debt security. Moreover, market expectations regarding economic conditions and the likely number of corporate defaults may impact the value of these securities.

Credit Default Risk: The risk of loss of principal due to the borrower’s failure to repay the loan or risk of liquidity from the decline in the borrower’s financial strength. Duration Risk: The risk associated with the sensitivity of a bond’s price to a change in interest rates. The higher a bond’s (or portfolio’s) duration, the greater its sensitivity to interest rate changes.

ESG Risk: Breckinridge integrates environmental, social and governance (“ESG”) criteria in its research processes. Breckinridge believes that the assessment of ESG risk can improve credit assessments. However, there is no guarantee that integrating ESG analysis will provide improved risk-adjusted returns over any specific time period. Additionally, investment strategies that exclude securities based solely on ESG criteria may not provide better risk-adjusted returns than those strategies that do not have such restrictions.

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Event Risk: The possibility that an unforeseen event will negatively affect a company or industry, and thus, increase the volatility of a bond. Government Securities Risk: Not all U.S. government securities are backed by the full faith and credit of the U.S. government. It is possible that the U.S. government would not provide financial support to certain of its agencies or instrumentalities if it is not required to do so by law. If a U.S. government agency or instrumentality defaults and the U.S. government does not stand behind the obligation, returns could be negatively impacted. The U.S. government guarantees payment of principal and timely payment of interest on certain U.S. government securities.

Interest Rate Risk: Prices of fixed income securities tend to move inversely with changes in interest rates. As interest rates rise, bond prices typically fall and vice versa. The longer the effective maturity and duration of a strategy’s portfolio, the more the performance of the investment is likely to react to interest rates. Issuer Risk: Prices of securities may decline for a number of reasons which directly relate to the issuer. These reasons include management performance, financial leverage and reduced demand for the issuer’s goods or services. Liquidity Risk: The risk that exists when a bond’s limited marketability prevents it from being bought or sold quickly enough to avoid or minimize a loss. Market Risk: Prices of securities may become more volatile due to general market conditions that are not specifically related to a particular company, such as adverse economic conditions or outlooks, adverse investor sentiment, changes in the outlook for corporate earnings, or changes in interest rates.

Mortgage Backed Securities Risk: Mortgage backed securities are affected by interest rate changes and the possibility of prepayment of the underlying mortgage loans. In addition, these securities are subject to the risk that underlying borrowers will be unable to meet their obligations.

Municipal Bond Risk: Investments in municipal bonds are affected by the municipal market as a whole and the various factors in the particular cities, states or regions in which the strategy invests. Issues such as legislative changes, litigation, business and political conditions relating to a particular municipal project, municipality, state or territory, and fiscal challenges can impact the value of municipal bonds. These matters may also impact the ability of the issuer to make payments. Also, the amount of public information available about municipal bonds is generally less than that for corporate equities or bonds. Additionally, supply and demand imbalances in the municipal bond market can cause deterioration in liquidity and lack of price transparency.

Prepayment Risk: Similar to call risk, this risk is associated with the early unscheduled repayment of principal on a fixed income security. When principal is returned early, future interest payments will not be paid. The proceeds from the repayment may be reinvested in securities at a lower, prevailing rate. This risk is especially common with mortgage-backed securities.

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Reinvestment Risk: The risk that future cash flows, either coupons or the final return of principal, will need to be reinvested in lower-yielding securities.

Sector/Region Risk: The risk that the strategy’s concentration in the bonds of companies in a specific sector or industry will cause the strategy to be more exposed to the price movements of companies in and developments affecting that sector State Risk: Portfolios with state or region specific customizations will be more sensitive to the events that affect that state’s economy and stability. Portfolios with a higher the concentration of bonds to a state or region in a portfolio may have higher credit risk exposure, especially if the percentage of assets dedicated to the state is invested in fewer issuers.

Tax Liability Risk: The risk that the distributions of municipal securities become taxable to the investor due to noncompliant conduct by the municipal bond issuer or changes to federal and state laws. These adverse actions would likely negatively impact the prices of the securities.

Valuation Risk: The lack of an active trading market and/or volatile market conditions can make it difficult to obtain an accurate price for a fixed income security. There are uncertainties associated with pricing a security without a reliable market quotation, and the resulting value may be very different than the value of what the security would have been if readily available market quotations had been available.

ITEM 9. DISCIPLINARY INFORMATION Breckinridge and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s evaluation of the company or its personnel.

ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Breckinridge and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest.

ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Breckinridge has adopted a Code of Ethics (the “Code”) for all employees. It sets forth the highest standards of ethical conduct and fiduciary duties owed to our clients. The Code includes, among other things, policies and procedures relating to personal trading. All employees must acknowledge the terms of the Code, as a stand-alone document or as part of the firm’s compliance manual, initially upon hire and at least annually thereafter. The Code is designed to assure that personal securities transactions, activities and interests of Breckinridge’s employees will not interfere with: (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest in

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their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based on the determination that these would materially not interfere with the best interests of Breckinridge’s clients. As a general rule, Breckinridge prohibits employees from investing in securities that would be eligible for client portfolios. However, Breckinridge anticipates that, in limited circumstances, it will permit an employee to invest in securities that may be recommended for (or is currently held in) client accounts. Such personal transactions, as well as other personal trading activity, must satisfy the Code and applicable laws. The Code requires preclearance on certain transactions, at least quarterly reports on such transactions, and a list of investment accounts and holdings on an annual basis. Nonetheless, allowing employees to invest in the same securities as clients creates a possibility that employees may benefit from market activity by a client in a security held by an employee. Employee trading is monitored regularly. A copy of Breckinridge’s Code is available to any client or prospective client upon request.

ITEM 12. BROKERAGE PRACTICES

Broker Selection In selecting broker dealers, Breckinridge’s guiding principle is to seek the best overall execution for each client on each trade. Breckinridge considers a number of factors, including, without limitation, the actual handling of the order, the ability of the dealer to settle the trade promptly and accurately, Breckinridge’s past experience with similar trades and other factors that may be unique to a particular order. In recognition of the value of these qualitative factors, Breckinridge may cause clients to pay markups or markdowns that are higher than the lowest cost that might otherwise be available for any given trade. Furthermore, Breckinridge may select a dealer that has client accounts or affiliates with client accounts managed by Breckinridge. Since Breckinridge has a business interest in these client relationships, there may be an incentive for Breckinridge to select these dealers over those without such client accounts when placing orders for client portfolios. Typically, the dealers’ trading and client service teams are separate; thus, there is usually little to no overlap between the teams who manage the client accounts and the teams who are responsible for executing trades. Regardless, Breckinridge conducts periodic reviews of its trade execution and trading partners to ensure we are meeting our best execution. Breckinridge also has a general prohibition on traders consulting with our marketing and consultant relations teams on broker selection. Generally, a client may not direct Breckinridge to utilize a specific broker dealer to execute some or all transactions for the client’s account; however, the client will be required to choose their own custodian. The client is responsible for negotiating the terms and arrangements for the account with that custodian. As a result, Breckinridge will be unable to influence the transaction costs charged by the custodian to settle Breckinridge trades for clients. Notwithstanding the above, if a client insists that Breckinridge direct trading to a specific broker or dealer, the client should be aware that they may pay higher transaction costs or execution prices as

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Breckinridge will not have authority to obtain volume discounts or narrower spreads. Consequently, clients with directed broker dealer arrangements may not receive best execution. Breckinridge will use, if we deem appropriate, bid wanted platforms when soliciting bids for bonds being sold. Using a bid wanted platform expands the number of broker dealers alerted and responding to our bid wanted and helps to ensure that we will receive an acceptable bid. When Breckinridge trades similar securities around the same time for multiple client accounts, it will use best efforts to aggregate trade orders for clients in order to seek better execution and transaction costs. The combining of orders may allow Breckinridge to achieve lower transaction costs and more effective execution for orders than would be the case if each individual client order were placed separately with one or several dealers. Clients may also be able to achieve lower trade execution prices as a result of this practice. Research and Soft Dollar Benefits Breckinridge receives sell-side research from broker dealers, including market indices, that is not available to the general public. Breckinridge does not direct trades to obtain this research and has a policy to not enter into any soft dollar arrangements. To the extent that Breckinridge receives this research, the research will be used to facilitate the management of all client accounts.

Trade Allocation When a portfolio review determines trades are necessary, the identified portfolios are added to a list, known as Inquiry. This list, maintained electronically in our trading system, is used by our traders to identify the bonds required to satisfy the investment needs of the portfolios on the list. Each portfolio on Inquiry is assigned an investment schedule based on several portfolio characteristics not limited to strategy and state preference. Accounts are prioritized by their alignment to their investment schedule. Once trade orders are executed, the portfolio managers and traders use a rules-based system (coded with each account’s restrictions, limitations, etc.) to allocate the bonds to participating portfolios. Portfolios that are not eligible for the allocation are removed from the list of participating accounts. To the extent that the number of bonds is insufficient to allocate to all participating portfolios, portfolio managers and traders will endeavor to allocate bonds to the accounts that are furthest away from meeting their investment schedule. Portfolio managers have discretion to change the priority of the allocation order in light of client specific customizations and directives, minimum trade sizes, suitability of the bond for the portfolio, and other such factors. When prioritization order changes, a client account that is more closely in-line with its investment schedule could receive an allocation before an account that is less in-line with its schedule. Inquiry is updated as trades and allocations are completed. Newly funded accounts are placed on Inquiry and invested in accordance with the same allocation process described in this section. That is, allocations generally will be given to accounts on Inquiry first. Depending on the account size, funding (e.g., cash, securities), and client customizations, a new account may take up to 90 days to become fully invested.

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Cross Transactions When Breckinridge has identified buy and sell orders in the same or similar security at the same time, Breckinridge will consider cross trades between client accounts. Breckinridge has a general prohibition on executing cross trades in IRAs and accounts subject to ERISA or the Investment Company Act of 1940. The usage of cross trades creates a conflict as Breckinridge is advising clients on both sides of the transaction. Breckinridge only executes cross trades when all the following conditions are met:

• A good faith determination has been made that the trades are beneficial to both parties. • The trades adhere to applicable client contractual restrictions and limitations, investment

objectives and guidelines for those client accounts involved in the cross. • The trades adhere to applicable trade allocation guidelines. • The trades are consistent with applicable federal and securities laws. • Transaction prices reflect fair market value, and are based on prices provided by independent

third party services. • The trades are processed through broker-dealers not affiliated with Breckinridge.

To determine the price at which Breckinridge will effect cross trades, we will apply a concession (i.e., discount) on the market price. The concession is determined by size and maturity. Since market prices are based on block transactions ($1 million or more in size), the concession is adjusted to reflect odd-lot sizes (below $1 million). Concessions also are adjusted for maturity as it is typical for concessions to increase or decrease with the length of the bond’s maturity. The shorter the maturity, the less of a concession placed on the market price. Concessions are reviewed by our portfolio management team on a monthly basis and adjusted as necessary. Breckinridge does not pay or receive any additional compensation, commission, or fee for engaging in cross trades, but the broker dealer may charge routine fees to effect the transactions. These fees are deducted from the proceeds of the respective selling client accounts after the trades have been allocated.

Client Transferred Securities Often, clients will fund accounts with securities. As a general rule, Breckinridge will not accept securities in which we do not typically invest or trade. Prior to accepting any security transfers, Breckinridge’s portfolio management team will review the securities, and approve those we will accept. The portfolio management team will determine whether to liquidate or to hold the transferred securities. Should a client ask Breckinridge to execute transactions in securities in which we typically do not invest or trade, Breckinridge will consider such requests on a case-by-case basis. If Breckinridge agrees to execute the transactions, clients should be aware that Breckinridge will treat such transactions as nondiscretionary trades and will not evaluate the execution quality. They are completed as a courtesy to the client, and the client will bear all associated costs. Depending on the type of security that is being transferred into the account, Breckinridge may use the broker or dealer

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affiliate of the client’s custodian to execute the trades. New assets will not be considered managed by Breckinridge until such trades are completed. If Breckinridge executes over-the-counter securities transactions on an agency basis at the client’s request, clients may incur two transaction costs for a single trade: a commission paid to the executing broker-dealer plus any mark-up or mark-down charged by the market-making broker-dealer, which is included in the offer or bid price of the securities purchased or sold.

Trade Errors Breckinridge strives to resolve trade errors as soon as reasonably practicable. Under no circumstances will a client bear the cost of an error caused by Breckinridge. It is Breckinridge’s intention to make effected client accounts whole when a trade error caused by us results in losses in client accounts. As such, trade error corrections that result in a gain to the client account is retained by the client, and those resulting in a loss to the client account is reimbursed by Breckinridge. In cases where a trade error had no impact to any client account, we will move the trade to an error account where we will bear any losses incurred from the error and retain any gains to offset future error amounts.

ITEM 13. REVIEW OF ACCOUNTS All accounts are continually monitored, via our portfolio management system, for compliance with rules, targets (e.g., yield curve positioning, sector exposures and asset type weightings), and tolerances set by the investment committee and by clients. Our portfolio management team is responsible for reviewing client accounts and addressing violation notifications generated by the portfolio management system. Client accounts are reconciled at least monthly with custodial account records. Unless other reporting terms are agreed upon, clients receive quarterly reports, produced by Breckinridge, that include portfolio holdings, market values, and overall portfolio structure (e.g., ratings, maturity, duration). All client reporting is provided via a secured online portal, Clients may opt to receive paper copies of their reports in lieu of electronic copies with written notification to Breckinridge.

ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION Breckinridge does not directly or indirectly compensate any person for client referrals.

ITEM 15. CUSTODY All client assets are held by unaffiliated qualified custodians appointed by the client or their Advisor. Breckinridge has the ability to debit advisory fees from certain client accounts. For this reason, Breckinridge is considered to have custody of client assets. Account custodians send statements directly to the account owners on at least a quarterly basis. Clients should carefully review these statements and should compare these statements to any account information provided by

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Breckinridge. Clients who do not receive at least quarterly statements from their custodian should promptly contact their adviser, custodian, or Breckinridge. Absent an existing custodial relationship, Breckinridge may assist a client in developing a relationship with a custodian with whom Breckinridge has an existing relationship. While there is no direct link with the investment advice given, economic benefits may be received which would not be received if Breckinridge did not place client assets at the selected custodian. These benefits include: receipt of duplicate client confirmations and bundled duplicate statements; access to trading desks serving institutional managers exclusively; ability to have investment advisory fees deducted directly from client accounts; receipt of compliance publications; ability to view account balances and activity online; etc. The benefits received may or may not depend upon the amount of assets custodied. To the extent that Breckinridge receives these benefits, the benefits may be used to facilitate the management of not only the client accounts responsible for generating the benefits, but all client accounts. In no case does Breckinridge receive any additional fees (outside of the agreed upon advisory fee) from the client or the custodian for this assistance.

ITEM 16. INVESTMENT DISCRETION Breckinridge has been granted the authority by a majority of its clients to determine, without specific consent, the securities to be bought or sold, the amounts of those securities, and the broker dealers utilized to effect those trades. Such discretion and any limitations to such discretion are received prior to the inception of the client account. Discretion is typically detailed in the advisory agreement or other written documentation. Clients may also amend such restrictions/limitations to their accounts at any time with appropriate notification to and approval by Breckinridge.

ITEM 17. VOTING CLIENT SECURITIES Breckinridge will accept authority to vote proxies on behalf of clients. Our policy is to vote client proxies in the best interest of our clients. Breckinridge will consider both the short and long-term implications of the proposal to be voted on when considering the optimal vote. Breckinridge will vote proxies for only those fixed income securities that we purchased into the client account, and we will not vote any proxy ballots received after a client has terminated their relationship with Breckinridge. Since Breckinridge is solely focused on providing investment advisory services, it is unlikely that a material conflict of interest will arise in connection with proxy voting. Nevertheless, if Breckinridge determines that there is a material conflict of interest in voting a proxy (e.g., an employee of Breckinridge may personally benefit if the proxy is voted in a certain direction), Breckinridge will engage a competent third party, at our expense, who will determine the vote that will be in the best interest of clients. As an added protection, the third party’s decision is binding. As a matter of policy, Breckinridge will not reveal or disclose how it has voted (or intends to vote) on a particular proxy matter to unrelated third parties such as solicitors. All employees are prohibited from accepting any remuneration in the solicitation of proxies. A copy of our proxy policy and procedures is available, free of charge, upon request.

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Class Actions and Other Legal Proceedings Breckinridge will not act or advise on any class action claims or legal proceedings pertaining to securities held or formerly held in accounts of clients or former clients.

ITEM 18. FINANCIAL INFORMATION Breckinridge has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts.

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Breckinridge Capital Advisors, Inc.

Part 2B of Form ADV The Brochure Supplement

125 High Street Oliver Street Tower, 4th Floor

Boston MA 02110 617-443-0779

www.breckinridge.com

March 2017

This brochure supplement provides information about Breckinridge’s portfolio management team. It supplements Breckinridge’s brochure, which you should have received. Please contact Breckinridge’s Chief Compliance Officer if you have not received Breckinridge’s brochure, or if you have any questions about this supplement.

Additional information about each portfolio manager is available on the SEC’s website at www.adviserinfo.sec.gov.

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Peter B. Coffin President Year of Birth: 1959

Educational Background and Business Experience Before founding Breckinridge in 1993, Mr. Coffin was a senior vice president and portfolio manager at Massachusetts Financial Services (MFS). Mr. Coffin managed municipal bond portfolios and served on the MFS Fixed Income Policy Committee, where he shared oversight of the firm’s fixed income strategies. He began his career as an analyst, first on the Bond and Money Market group of the Connecticut National Bank, and then in Aetna’s Bond Investment division. Mr. Coffin is a member of Breckinridge’s Executive Committee and Board of Directors. He received a BA with honors in classical studies from Hamilton College in 1982. Disciplinary Information None Other Business Activities Mr. Coffin serves as a member of the Hamilton College Board of Trustees and the Investment Advisory Group for the Sustainability Accounting Standards Board (SASB). He also is Chair of the Board of The Trustees of Reservations and President of the Frontier Nursing University Foundation. Additional Compensation None Supervision All client portfolios are managed on a team basis. The co-heads of portfolio management, Matthew Buscone and Jeffrey Glenn, have oversight of the team and their activities. Mr. Buscone and Mr. Glenn can be reached directly by calling the telephone number on the cover of this brochure supplement.

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David J. Madigan Chief Investment Officer Year of Birth: 1959 Educational Background and Business Experience Mr. Madigan has been with Breckinridge since 2003. Prior to joining Breckinridge, Mr. Madigan was an executive vice president at Thomson Financial where he developed and produced global fixed income research products. He also has held positions as chief municipal strategist at Merrill Lynch & Co., Inc. and as a private bank asset manager at both Bankers Trust and Prudential Financial Inc. Mr. Madigan is a member of Breckinridge’s Executive Committee and heads the firm’s Investment Committee. He holds a BA in accounting from the University of Notre Dame and an MBA in finance and marketing from the University of Chicago. Disciplinary Information None Other Business Activities Mr. Madigan serves as an elected member of the Duxbury, Massachusetts Board of Selectman. Mr. Madigan has waived the Selectman’s stipend. Additional Compensation None Supervision All client portfolios are managed on a team basis. The co-heads of portfolio management, Matthew Buscone and Jeffrey Glenn, have oversight of the team and their activities. Mr. Buscone and Mr. Glenn can be reached directly by calling the telephone number on the cover of this brochure supplement.

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Matthew Buscone Co-Head of Portfolio Management Year of Birth: 1970 Educational Background and Business Experience Mr. Buscone joined Breckinridge in 2002 as a trader and transitioned to portfolio management in 2008. Mr. Buscone has held positions as a trader at Mellon Private Asset Management and a portfolio manager at David L. Babson & Co. He is a member of Breckinridge’s Executive Committee and Investment Committee. Mr. Buscone is a graduate of Bryant College, where he earned a BA in economics. Disciplinary Information None Other Business Activities None Additional Compensation None Supervision All client portfolios are managed on a team basis. Mr. Buscone reports to Breckinridge’s Chief Investment Officer, David Madigan, who can be reached directly by calling the telephone number on the cover of this brochure supplement.

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Jeffrey M. Glenn, CFA Portfolio Manager Year of Birth: 1974 Educational Background and Business Experience Mr. Glenn joined Breckinridge in 2012 as a trader. In 2015, Mr. Glenn transitioned to the portfolio management team. Prior to Breckinridge, he was employed at Brandes Investment Partners for ten years, most recently as a portfolio manager/analyst. Mr. Glenn also has worked at Bank One Capital Markets as an associate director and Old Republic Asset Management as an investment analyst. He holds a BA in economics from Union College.

Disciplinary Information None

Other Business Activities None

Additional Compensation None

Supervision All client portfolios are managed on a team basis. Mr. Glenn reports to Breckinridge’s Chief Investment Officer, David Madigan, who can be reached directly by calling the telephone number on the cover of this brochure supplement. The Chartered Financial Analyst (CFA) designation is an international professional certification issued by the CFA Institute (formerly AIMR) to qualified candidates who complete a series of three examinations. To become a candidate for a CFA charter, candidates must meet one of the following requirements: 1) Undergraduate degree and four years of professional experience involving investment decision-making, or; 2) Four years qualified work experience (full time, but not necessarily investment related). Candidates may become a CFA Charterholder if they successfully pass three course exams, Levels 1, 2, and 3. The CFA Institute has stated that the average candidate may need approximately 250 hours of study for each of the three levels. The CFA curriculum includes these topic areas: Ethical and Professional Standards; Quantitative Methods (such as the time value of money, and statistical inference); Economics; Financial Reporting and Analysis; Corporate Finance; Analysis of Investments (stocks, bonds, derivatives, venture capital, real estate, etc.); Portfolio Management and Analysis (asset allocation, portfolio risk, performance measurement, etc.). CFA Charterholders are also obligated to adhere to a strict Code of Ethics and Standards governing their professional conduct. More information on the CFA charter is available at www.cfainstitute.org.

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Sara E. Chanda Portfolio Manager Year of Birth: 1970 Educational Background and Business Experience Ms. Chanda joined Breckinridge in 2010 as a trader and transitioned to portfolio management in 2013. Ms. Chanda began her career at State Street Bank & Trust Co., and has held the positions of trader at Eaton Vance and Fidelity Investments. She holds a BS in business administration from Providence College and an MBA from Boston University. Disciplinary Information None Other Business Activities None Additional Compensation None Supervision All client portfolios are managed on a team basis. The co-heads of portfolio management, Matthew Buscone and Jeffrey Glenn, have oversight of the team and their activities. Mr. Buscone and Mr. Glenn can be reached directly by calling the telephone number on the cover of this brochure supplement.

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Khurram Gillani

Portfolio Manager Year of Birth: 1979 Educational Background and Business Experience Mr. Gillani joined Breckinridge in 2012 as a credit analyst before transitioning to portfolio management in 2016. Prior to Breckinridge, Mr. Gillani was a municipal credit intern at C.W. Henderson & Associates. He is a graduate of the University of Maryland, where he earned a BS in physics and astronomy. Mr. Gillani also holds an MS in astrophysics from the University of Illinois and an MBA from the University of Chicago.

Disciplinary Information

None

Other Business Activities

None

Additional Compensation

None

Supervision

All client portfolios are managed on a team basis. The co-heads of portfolio management, Matthew Buscone and Jeffrey Glenn, have oversight of the team and its activities. Mr. Buscone and Mr. Glenn can be reached directly by calling the telephone number on the cover of this brochure supplement.

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Eric B. Haase, CFA Portfolio Manager Year of Birth: 1982 Educational Background and Business Experience Mr. Haase joined Breckinridge in January 2016 as a portfolio analyst, and was promoted to portfolio manager in May 2016. Before joining Breckinridge, Mr. Haase spent ten years with SCS Financial, LLC, where he started as a trader and transitioned to a portfolio manager. He holds a BBA in finance from the University of Massachusetts.

Disciplinary Information

None

Other Business Activities

None

Additional Compensation

None

Supervision

All client portfolios are managed on a team basis. The co-heads of portfolio management, Matthew Buscone and Jeffrey Glenn, have oversight of the team and their activities. Mr. Buscone and Mr. Glenn can be reached directly by calling the telephone number on the cover of this brochure supplement. The Chartered Financial Analyst (CFA) designation is an international professional certification issued by the CFA Institute (formerly AIMR) to qualified candidates who complete a series of three examinations. To become a candidate for a CFA charter, candidates must meet one of the following requirements: 1) Undergraduate degree and four years of professional experience involving investment decision-making, or; 2) Four years qualified work experience (full time, but not necessarily investment related). Candidates may become a CFA Charterholder if they successfully pass three course exams, Levels 1, 2, and 3. The CFA Institute has stated that the average candidate may need approximately 250 hours of study for each of the three levels. The CFA curriculum includes these topic areas: Ethical and Professional Standards; Quantitative Methods (such as the time value of money, and statistical inference); Economics; Financial Reporting and Analysis; Corporate Finance; Analysis of Investments (stocks, bonds, derivatives, venture capital, real estate, etc.); Portfolio Management and Analysis (asset allocation, portfolio risk, performance measurement, etc.). CFA Charterholders are also obligated to adhere to a strict Code of Ethics and Standards governing their professional conduct. More information on the CFA charter is available at www.cfainstitute.org.

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Ji Young Jung, CFA Portfolio Manager Year of Birth: 1984 Educational Background and Business Experience Ms. Jung joined Breckinridge in 2010 as a research analyst and transitioned to portfolio management in 2012. Before joining Breckinridge, Ms. Jung was a credit analyst for Assured Guaranty and Financial Security Assurance. She holds a BA in political science from Yale University.

Disciplinary Information None

Other Business Activities None

Additional Compensation None

Supervision All client portfolios are managed on a team-basis. The co-heads of portfolio management, Matthew Buscone and Jeffrey Glenn, have oversight of the team and their activities. Mr. Buscone and Mr. Glenn can be reached directly by calling the telephone number on the cover of this brochure supplement. The Chartered Financial Analyst (CFA) designation is an international professional certification issued by the CFA Institute (formerly AIMR) to qualified candidates who complete a series of three examinations. To become a candidate for a CFA charter, candidates must meet one of the following requirements: 1) Undergraduate degree and four years of professional experience involving investment decision-making, or; 2) Four years qualified work experience (full time, but not necessarily investment related). Candidates may become a CFA Charterholder if they successfully pass three course exams, Levels 1, 2, and 3. The CFA Institute has stated that the average candidate may need approximately 250 hours of study for each of the three levels. The CFA curriculum includes these topic areas: Ethical and Professional Standards; Quantitative Methods (such as the time value of money, and statistical inference); Economics; Financial Reporting and Analysis; Corporate Finance; Analysis of Investments (stocks, bonds, derivatives, venture capital, real estate, etc.); Portfolio Management and Analysis (asset allocation, portfolio risk, performance measurement, etc.). CFA Charterholders are also obligated to adhere to a strict Code of Ethics and Standards governing their professional conduct. More information on the CFA charter is available at www.cfainstitute.org.

Breckinridge Capital Advisors 125 High Street, Oliver Street Tower, 4th Floor Boston, Massachusetts 02110 Tel 617-443-0779 Fax 617-443-0778 www.breckinridge.com

PRIVACY NOTICE Breckinridge Capital Advisors, Inc. (“we”) respects the privacy of our client relationships and is committed to maintaining the highest standards of confidentiality. In that regard, we are providing this Privacy Notice to all of our clients who obtain financial products and services from us in accordance with Title V of the Gramm-Leach-Bliley Act of 1999 and its implementing regulations.

Collection and Use of Your Personal Information We collect and use non-public personal information (“Information”) such as name, address, birth date, social security number, assets, account transactions and income. This Information comes primarily from account applications, financial statements or other forms you or your agent submits to us. We also receive your Information through oral, written or electronic communication. We use this information to administer your accounts, process transactions, and provide services to your accounts.

Sharing of Your Information In the normal course of business, we may share your Information with parties that represent you, such as custodians, financial consultants or other non-affiliated third parties at your consent or direction. Non-affiliated third party disclosure may also include companies under contract with us to perform services for us or on our behalf: vendors providing data processing or computer software maintenance. We may disclose your Information with government agencies and regulators, as in the course of regulatory review and as necessary to protect our rights or property. Outside of these exceptions, we do not share your Information with non-affiliated third parties. If your relationship with us ends or becomes inactive, we continue to treat your Information that we have collected in accordance with this Privacy Notice.

Information Security Procedures We restrict access to your Information to only those employees who need to know that information to provide our financial services to you. We maintain physical, electronic, and procedural safeguards that comply with federal and certain state standards to guard your Information from unauthorized disclosure. Our employees, when working with your Information, must protect the integrity and the confidential nature of your Information. Our employees are bound by our Code of Ethics and other policies to access customer information only for legitimate business purposes and to keep your Information confidential.

Updating the Privacy Policy Under the Fixing America’s Surface Transportation Act (the “FAST” Act), investment advisers are not required to send annual Privacy Notices to prospective and current clients if the adviser (i) only shares nonpublic personal information with nonaffiliated third-parties in a manner that does not require an opt-out right be provided to customers; and (ii) has not changed its policies and procedures with regard to disclosing nonpublic personal information since it last provided a Privacy Notice to clients.

As required by Regulation S-P, Breckinridge provides an initial Privacy Notice to clients (or to their financial intermediaries) who establishes an advisory relationship with us. Breckinridge will not provide annual privacy notices unless there has been a change to its privacy policies and practices since the notice was last provided to clients. In the future, if it is necessary to disclose your Information that is not consistent with this policy, we will provide you with advance notice of the proposed change so that you will have the opportunity to opt out of such disclosure.

If you have questions or require further information, please contact our Compliance Department at 617-443-0779.

Program Fundamentals:

Fidelity® Strategic Disciplines

Fidelity Personal and Workplace Advisors LLC

245 Summer Street, V2A

Boston, MA 02210

1-800-544-3455

March 29, 2018 (with an effective date of July 16, 2018)

This wrap fee program brochure provides information about the qualifications and business practices of Fidelity Personal and Workplace Advisors LLC (“FPWA”), a Fidelity Investments company, as well as information about Fidelity® Strategic Disciplines.

Throughout this brochure and related materials, FPWA may refer 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 contact us at 1-800-544-3455. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority.

Additional information about FPWA is available on the SEC’s website at www.adviserinfo.sec.gov.

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TA B L E O F C O N T E N T S

SERVICES, FEES, AND COMPENSATION 3

ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 8

PORTFOLIO MANAGER SELECTION AND EVALUATION 10

CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 11

CLIENT CONTACT WITH PORTFOLIO MANAGERS 11

ADDITIONAL INFORMATION 12

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S E R V I C E S , F E E S , A N D C O M P E N S AT I O N

ADVISORY SERVICES

Fidelity Personal and Workplace Advisors LLC (“FPWA” or sometimes referred to as “we” or “us” throughout this document) is a registered investment adviser and an indirect, wholly owned subsidiary of FMR LLC (collectively with FPWA and its affiliates, “Fidelity Investments” or ““Fidelity”). FPWA is a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, and a registered investment adviser under the Advisers Act. FPWA was formed in 2017 and, as of July 16, 2018, will offer Fidelity® Strategic Disciplines (the “Program”). In addition, as of July 16, 2018, FPWA will succeed its affiliate, Strategic Advisers LLC (“Strategic Advisers”), as the sponsor offering the Program and, simultaneously, modify certain aspects of the Program previously offered by Strategic Advisers (see Predecessor Service).

As described below, Fidelity Strategic Disciplines is a separately managed account program in which you hire FPWA and authorize us to retain one or more investment advisors (“sub-advisors”) on your behalf to implement a selected investment strategy (“Program Services”). The Program offers five investment strategies: the Breckinridge Intermediate Municipal Strategy, the Fidelity® Intermediate Municipal Strategy, the Fidelity® Core Bond Strategy (each a “Bond Strategy” and, collectively, the “Bond Strategies”), the Fidelity® Tax-Managed U.S. Equity Index Strategy, and the Fidelity® Equity-Income Strategy (each an “Equity Strategy” and, collectively, the “Equity Strategies”). Discretionary investment management is provided through one or more accounts (each a “Program Account”).

Investment Management Services

As part of the Program’s investment management services, we will help you to identify your investment objectives, risk tolerance, planned investment time horizon, other assets, and other information we deem necessary to understand your situation (“Profile Information”). Based on your Profile Information, we will assist you in choosing an appropriate investment strategy. Clients are able to select from the following investment strategies:

The Breckinridge Intermediate Municipal Strategy offers clients a separately managed portfolio of individual municipal bonds. The portfolio may be invested in investment-grade municipal bonds or pre-refunded and escrowed-to-maturity municipal bonds, regardless of credit rating. A state-preference option is available for eligible clients. This strategy seeks to limit risk to principal while generating federal tax-exempt interest income. With the state-preference option, state tax-exempt interest income is emphasized over national diversification. Breckinridge Capital Advisors, Inc., (“Breckinridge”), an unaffiliated registered investment adviser, is the sub-advisor for the Breckinridge Intermediate Municipal Strategy.

The Fidelity Intermediate Municipal Strategy offers clients a separately managed portfolio of individual municipal bonds. The portfolio may be invested in investment-grade municipal bonds or pre-refunded and escrowed-to-maturity municipal bonds, regardless of credit rating. A state-preference option is available for eligible clients. This strategy seeks to generate federal tax-exempt interest income while limiting risk to principal. With the state-preference option, state tax-exempt interest income is emphasized over national diversification. Fidelity Investments Money Management, Inc. (“FIMM”), an affiliate of FPWA, is the sub-advisor for the Fidelity Intermediate Municipal Strategy.

The Fidelity Core Bond Strategy offers clients a separately managed portfolio of individual bonds. The portfolio may be invested in investment-grade bonds, including government-related bonds, corporate bonds, mortgage bonds, asset-backed bonds, and taxable municipal bonds, as well as pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. FIMM is the sub-advisor for the Fidelity Core Bond Strategy.

The Fidelity Tax-Managed U.S. Equity Index Strategy offers clients a separately managed portfolio of equity securities that seeks to approximate the pre-tax return and risk characteristics of the S&P 500® Index, while enhancing after-tax returns through the use of tax-sensitive investment management techniques. This investment strategy will initially consist of a portfolio of approximately 200–300 securities

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selected from the universe of securities that comprise the S&P 500® Index. The strategy seeks to enhance after-tax returns of Program Accounts through methods including, but not limited to, proactive tax-loss harvesting and deferring the realization of capital gains. This strategy may result in a “drift” from the S&P 500® Index and/or wash sales from trading activity in non-managed accounts. Strategic Advisers is the sub-advisor for the Fidelity Tax-Managed U.S. Equity Index Strategy.

The Fidelity Equity-Income Strategy offers clients a separately managed portfolio of equity securities that seeks capital appreciation over a full market cycle, and seeks to provide dividend income greater than that of the S&P 500® Index. The strategy seeks to invest primarily in stocks of reasonably priced firms that have been paying a dividend, or are expected to pay a dividend, in the near/medium term. Strategic Advisers is the sub-advisor for the Fidelity Equity-Income Strategy and has retained FMR Co., Inc. (“FMRC”), its affiliate, to provide an investment model to be used by Strategic Advisers in rendering investment advisory services to accounts enrolled in the strategy. FMRC provides Strategic Advisers with a model portfolio (the “Model Portfolio”) and will provide periodic updates to the Model Portfolio. Strategic Advisers provides oversight of the Model Portfolio, and has discretionary management authority for, and is responsible for trading within, your Program Account.

Please see the respective sub-advisor Program Brochure for additional information regarding its discretionary management investment process or contact a Fidelity representative for details.

Investment Restrictions

A client is entitled to impose reasonable restrictions on the management of a Program Account. Any proposed restriction is subject to our, as well as the sub-advisor’s, review and approval. Such a restriction may include prohibitions with respect to the purchase of a particular individual security, industry or sub–asset class (e.g., international equity securities). If a restriction is accepted, assets will be invested in a manner that is appropriate given the restriction. This may result in the purchase of an exchange-traded product (“ETP”) to obtain exposure to a given strategy while implementing a restriction. Program Accounts with imposed management restrictions may experience different performance from Program Accounts without restrictions, possibly producing lower overall results. Program Account restrictions should be requested through a Fidelity representative.

Assistance from a Fidelity Representative

Clients may receive services from a dedicated representative or a team of representatives. Fidelity assigns representatives based on a variety of factors, including Program Account investment levels and complexity of financial situation. Program Services may be provided in-person, via telephone or digitally.

Predecessor Service

As of July 16, 2018, Strategic Advisers will assign the contracts for certain Fidelity investment management programs, including Fidelity Strategic Disciplines (the “Predecessor Service”), to its affiliate, FPWA and Program clients enrolled in the Predecessor Service as of that date will be transitioned to this Program. Clients in the Predecessor Service (“Legacy Clients”) will continue to receive the investment management services provided to them through the Predecessor Service and the fee schedule remains the same. Legacy Clients will be subject to the Program’s terms and conditions, and will be deemed to have directed the retention of the respective sub-advisor for the client’s selected investment strategy. As described above, Strategic Advisers, FIMM and Breckinridge will be the respective sub-advisor for certain of the investment strategies offered through the Program.

Responsibility of Clients

We rely on client information to provide the Program Services. It is the client’s responsibility to advise us of changes to their goals, time horizon, tax situation, risk tolerance, and personal financial situation that may affect the Program Services, including, if appropriate, to change an applicable investment strategy. If a

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client has multiple relationships with Fidelity, a client must update personal, financial, and other important information independently for each respective service or account.

FEES AND COMPENSATION

Advisory Fees—Gross and Net of Fee Credit

The Program charges an annual Gross Advisory Fee that includes the ongoing discretionary management of Program Account(s). The Gross Advisory fee is inclusive of any fees paid by FPWA to a Sub-Advisor in consideration of the applicable Sub-Advisor’s discretionary investment management services provided to Program Accounts.

The Gross Advisory Fee does not include (i) underlying mutual fund and or ETP expenses (which may include exchange-traded funds, exchange-traded notes, unit investment trusts, closed-end funds, master limited partnerships, and certain grantor trusts) charged at the individual fund level for any such investments in a Program Account or (ii) certain charges resulting from trades effected with or through broker-dealers other than affiliates of FPWA, or mark-ups or mark-downs by broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, electronic fund and wire transfer fees, or any other charges imposed by law or otherwise agreed to with regard to a Program Account. Fund expenses, which vary by fund and class, are expenses that all mutual fund and ETP shareholders pay. Details of mutual fund or ETP expenses can be found in each mutual fund or ETP’s respective prospectus. These expenses are not separately itemized or billed; rather, the published returns of mutual funds and ETPs are shown net of their expenses. Some of these underlying mutual fund and ETP expenses are paid to FPWA or its affiliates and will be included in a Credit Amount as described below.

The annual Gross Advisory Fee applied to a Program Account is reduced by a Credit Amount. The purpose of the Credit Amount is to reduce the annual advisory fee by the amount of compensation, if any, FPWA or its affiliates receive from the underlying mutual funds or ETPs (or their affiliates) as a result of investments by a Program Account, as detailed below. This Credit Amount is calculated daily and applied quarterly in arrears.

To the extent applicable, a Credit Amount will be calculated for each mutual fund or ETP held in a Program Account, as follows, and then added together to arrive at the total Credit Amount:

• For Fidelity funds and ETPs, the Credit Amount will equal the underlying investment management and any other fees or compensation FPWA or its affiliates receive from these funds and ETPs as a result of investments by the Program Account.

• For Non-Fidelity funds and ETPs, the Credit Amount will equal the distribution fees, shareholder servicing fees, and any other fees or compensation FPWA or its affiliates receive from these funds and ETPs or their affiliates as a result of investments by the Program Account.

Please note that individual securities held in a Program Account do not impact the calculation of the Credit Amount.

Net Advisory Fee = Gross Advisory Fee – Credit Amount

Please see the chart below for the annual advisory fee that may be charged to your Account. Please note that all fees are subject to change.

ANNUAL ADVISORY FEE SCHEDULE Breckinridge Intermediate Municipal Strategy, Fidelity Intermediate Municipal Strategy,

Fidelity Core Bond StrategyAverage Daily Assets* Annual Gross Advisory Fee

Up to $3,000,000 0.40%

For amounts greater than $3,000,000 0.35%

* Aggregation of Average Daily Assets of multiple Program Accounts by Bond Strategy may be permitted. Contact a Fidelity representative for details.

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ANNUAL ADVISORY FEE SCHEDULE Fidelity® Tax-Managed U.S.

Equity Index Strategy Fidelity® Equity-Income Strategy

Average Daily Assets* Annual Gross Advisory Fee Annual Gross Advisory Fee

Up to $200,000 0.65% 0.90%

For the next $100,000 0.50% 0.70%

For the next $200,000 0.35% 0.50%

For the next $500,000 0.30% 0.45%

For the next $1,000,000 0.26% 0.40%

For the next $1,000,000 0.23% 0.35%

For amounts greater than $3,000,000 0.20% 0.30%

* Aggregation of Average Daily Assets of multiple Program Accounts by Equity Strategy may be permitted. Contact a Fidelity representative for details.

Cash balances in a Program Account will be invested in the core Fidelity money market fund, the cash sweep vehicle for your Program Account. Any such cash or cash investments in your Program Account will result in a negative yield to the extent the quarterly advisory fee exceeds the rates of return for the core Fidelity money market fund. Please ask your Fidelity representative about the performance of the core Fidelity money market fund.

Fund Sales Loads, Redemption and Transaction Fees

Generally, clients will not pay any sales loads or transaction fees on the funds purchased in a Program Account. In order to protect the interests of long-term shareholders, certain funds may impose redemption or other administrative fees if shares are not held for a minimum time period. Fidelity may, at its sole discretion, choose to pay any such redemption fees on behalf of Program clients, but are under no obligation to do so. In addition, clients are responsible for any short-term trading fees or other charges that result from the sale of existing investments (if any) to fund a client’s initial investment in a Program Account (whether such sale is inside or outside a Program Account) and any subsequent withdrawals that the client initiates.

Billing

The Net Advisory Fee will be deducted, pro rata, from a client’s Program Account(s) or another Fidelity account identified by a client for this purpose, in arrears on a quarterly basis. Certain assets in a Program Account may be liquidated to pay the fees; this liquidation may generate a taxable gain or loss.

Availability of Separate or Similar Services

Clients should understand the brokerage and investment advisory services offered by Fidelity to determine which services are appropriate for them. A client may be able to invest directly in the securities available through the Program through a Fidelity brokerage account or a brokerage account at another firm, without incurring the advisory fee charged by the Program. Also, the investment strategies available through the Program, while designed by Fidelity for the Program, may be similar to a mutual fund or other products offered and/or managed by FPWA, or by FPWA’s affiliated or unaffiliated entities, and the operating expenses of such a mutual fund or product may be lower or higher than the Program’s fees. Clients may also be able to obtain similar discretionary investment management from other firms for the same or lower fees. However, certain investment products used by the Program may not be available for purchase outside of the Program; and, investments may be subject to sales loads or transaction and redemption charges that are generally waived as part of the Program.

Factors that bear upon the cost of the Program in relation to the cost of the same or similar services purchased separately include, among other things, the type and size of the Program Account, the historical and expected size or number of trades for the Program Account, the amount of brokerage trades

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effected through Fidelity affiliated broker-dealers (the charges for which are included in the Gross Advisory Fee) as compared with the brokerage trades effected through other broker-dealers (the charges for which are not included in the annual advisory fee), and the number and range of supplementary advisory and other services provided to the Program Account. Clients should consider the value of these advisory services when making such comparisons.

Clients may be eligible for certain benefits offered by FPWA’s affiliates based, in whole or in part, on the amount a client invests in Program Accounts; however, such benefits are offered outside of the Program and do not constitute Program Services.

Additional Fee Information

All fees are subject to change. In rare circumstances, FPWA may agree to negotiate the advisory fee for certain accounts. FPWA also may agree to waive fees, in whole or in part, in its sole discretion, including but not limited to (i) in connection with promotional efforts and other programs, including but not limited to situations designed to facilitate transitions between advisory programs; or (ii) for certain current and former employees of Fidelity. This will result in certain clients paying less than the standard fee. In certain circumstances, Fidelity may manage certain other accounts in a manner substantially similar to a Program Account under arrangements that may include negotiated terms and conditions that depart from the standard service offering.

The advisory fee also does not cover a charge that applies to sales of securities made for Program Accounts—an industry-wide assessment mandated by the SEC totaling a few cents per $1,000 of securities sold. Please note that the amount of this regulatory fee may vary over time, and, because variations may not be immediately known to Fidelity, the amount may be estimated and assessed in advance. To the extent that such estimated amount differs from the actual amount of the regulatory fee, Fidelity may retain the excess. These charges will be reflected on your monthly statements and/or trade confirmations.

Information about Representative Compensation and Fidelity’s Compensation

Fidelity representatives who support the Program are associated with FPWA and Fidelity Brokerage Services LLC (“FBS”). Separate and apart from the Program, these Fidelity representatives, or other Fidelity representatives, may provide you with investment education, research, and guidance offered by FBS. When providing services for FBS, these Fidelity representatives are acting solely as representatives of FBS and Program fees are not related to those additional services provided through FBS.

Fidelity representatives receive a percentage of their total annual compensation as base pay—a predetermined and fixed annual salary. Base pay varies between Fidelity representatives based on experience, position, and seniority. In addition to base pay, Fidelity representatives are also eligible to receive variable compensation. Fidelity representatives may participate in sales contests and may earn additional rewards based on sales criteria, including, but not limited to, the number of solicitations for advisory services they make, gross sales of Program Accounts, or retention of assets in the Program and similar programs.

Depending on the specific situation, the compensation received by Fidelity representatives in connection with the Program could be greater than the compensation received by Fidelity representatives if a client participated in another Fidelity advisory program or maintained a brokerage account. In such cases, Fidelity representatives would have a financial incentive to recommend the Program over other programs or services. Fidelity addresses these conflicts of interest by disclosing them to you and by supervising our representatives. It is important to note that in determining a Fidelity representative’s compensation, Fidelity considers whether the Fidelity representative provides guidance about appropriate products and services based upon customer needs. Fidelity takes this approach to client relationships very seriously, and reviews representative interactions in order to help ensure this standard is met.

For information about how Fidelity compensates its representatives in connection with the sale of the Program and other products, please see the “Introduction to Representatives’ Compensation” disclosure document (available on Fidelity.com and included with your Program enrollment materials), or contact a Fidelity representative.

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A C C O U N T R E Q U I R E M E N T S A N D T Y P E S O F C L I E N T S

The Program is generally available to individuals, trusts and certain corporate entities. In order to participate in the Program, a client must be a U.S. person (including a U.S. resident alien), reside in the United States, have a valid U.S. permanent mailing address, and have a valid U.S. taxpayer identification number. The Program is not available to non-U.S. trusts, foreign investors, and persons who are not U.S. residents. FPWA may, in its sole discretion, decline to permit participation in the Program for any reason. Please contact a Fidelity representative for additional information on the limitations of the Program.

Each investment strategy in the Program has a per-account investment minimum (“Strategy Minimum”). Additionally, investment strategies may be available to Program Accounts that are either tax-advantaged accounts (e.g., Traditional, Roth, SEP and SIMPLE Individual Retirement Accounts, collectively “retirement accounts”) or taxable accounts, or both.

The Strategy Minimum is $500,000 for each Bond Strategy and $200,000 for each Equity Strategy. The Breckinridge Intermediate Municipal Strategy, Fidelity Intermediate Municipal Strategy, and Fidelity Tax-Managed U.S. Equity Index Strategy are each available only for taxable accounts, while the Fidelity Core Bond Strategy and Fidelity Equity-Income Strategy are both available to both taxable and retirement accounts.

FPWA may, in its sole discretion, elect to change a Strategy Minimum. Please note that if a Program Account balance falls below the applicable Strategy Minimum stated above, it may affect the sub-advisor’s ability to manage the Program Account according to the selected investment strategy. Fidelity may elect, in its sole discretion, to terminate the client’s participation in the Program, including for failing to maintain the respective Strategy Minimum.

Certain limitations apply to the management of a retirement Program Account holding defined benefit plan assets. Generally, only single participant defined benefit plan assets will be managed (except in the case of a retirement Program Account holding defined benefit plan assets where the plan benefits only the owner of the business sponsoring the plan and his or her spouse), and it will be treated as if it were a defined contribution plan. Plan specific provisions and any plan-related documents will not be considered in the discretionary management of these assets.

To enroll in the Program, a client must agree to the Program Client Agreement, which details the terms and conditions under which the client appoints FPWA to provide the Program Services. As part of the Program Client Agreement, clients will delegate discretionary authority to FPWA and direct FPWA to hire a sub-advisor to implement the selected strategy for the client’s Program Account. The Program Client Agreement will also permit sub-advisors to provide day-to-day investment management for the clients’ Program Account(s), which includes the authority to determine which securities to purchase or sell, the total amount of such purchases and sales, and the brokers or dealers through which transactions are effected in Program Accounts, subject to certain Program and regulatory limitations and a sub-advisors’ internal policies and procedures. The Program Client Agreement also directs that the client establish a brokerage account with FBS, a registered broker-dealer, affiliate of FPWA and a member of NYSE and SIPC. During a client’s participation in the Program, the client’s Program Account(s) will not be available for brokerage activities including, but not limited to, margin trading or trading of securities. Another affiliate of FPWA, National Financial Services LLC (“NFS”), a registered broker-dealer and a member of NYSE and SIPC, has custody of client assets and will perform certain account services, including the implementation of discretionary management instructions, as well as custodial and related services. FPWA, FBS, and NFS personnel may share premises and may have common supervision.

OPENING AND FUNDING A PROGRAM ACCOUNT

Bond Strategies. You may initially fund your Bond Strategy Program Account with cash and/or eligible securities, which include Fidelity money market funds, individual bonds, and investment-grade municipal bonds, as well as pre-refunded and escrowed-to-maturity bonds, regardless of credit rating. All other security types are considered non-eligible for funding purposes. Please note for the Breckinridge

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Intermediate Municipal Strategy, eligible bonds are limited to individual investment-grade municipal bonds, as well as pre-refunded and escrowed-to-maturity bonds, regardless of credit rating.

Equity Strategies. For Equity Strategies, you may fund your Program Account with cash and/or eligible securities, which will generally include the following:

• Cash

• Fidelity money market funds

• Common stocks and REITs listed in the S&P 500®, Russell 3000®, and Dow Jones U.S. Total Stock Market indexes

• American depository receipts (“ADRs”) in the S&P ADR Index

For the Fidelity Tax-Managed U.S. Equity Index Strategy, you may also fund your Account with specific ETPs identified by the sub-advisor. This may result in the sub-advisor continuing to hold and manage such ETPs depending on the concentration and tax impact of selling. Please contact your Fidelity representative for information regarding eligible ETPs.

Fidelity will determine, in its sole discretion, which securities will be eligible to fund a Program Account. At times, Fidelity may not accept individual securities that may generally be used to fund a Program Account due to internal guidelines or regulations (state or federal). If a client elects to transfer non-eligible securities into a Program Account, Fidelity will liquidate those securities as soon as reasonably practicable, and the transfer of such securities into a Program Account is deemed a directive by the client to sell any such securities upon transfer. Fidelity does not consider the potential tax consequences of these sales when following a client’s deemed direction to sell such securities. Fidelity also reserves the right to transfer a non-eligible security back to the client’s source account based on certain circumstances.

Sales of eligible and non-eligible transferred securities will be subject to redemption and other applicable fees, including commissions on sales of securities; however, under certain circumstances, the Program may voluntarily assume the costs of certain commissions. A client may realize a taxable gain or loss when these shares are sold. In addition, when securities are purchased in Program Accounts, the client may receive taxable distributions out of the earnings that have accrued prior to such purchases (a situation referred to as buying a dividend).

Once the account funding process is complete, discretionary investment management will begin. Investment typically occurs within 10 business days of fully funding an Equity Strategy Program Account. For Bond Strategies, it may take a substantial period of time to invest your Program Account in municipal bonds (under normal circumstances and market conditions, accounts are typically invested within 90 days of the day on which you initially fund or make a subsequent contribution to your Program Account, although your specific circumstances may vary).

If a client transfers assets from another Fidelity investment advisory program account into a Program Account, a “do-not-trade” order will be placed on the account from which the client is transferring assets during the processing of the asset transfer. For the period when a do-not-trade order is on such an account, management of the source account will be suspended, and the investment manager for such other program will not monitor the source account for potential buys and sells of securities, and any deposits during the do-not-trade period will not be invested.

Additional deposits of cash or securities can be made at any time. Discretionary management of additional deposits will occur as soon as reasonably practicable but may be delayed for reasons, including time needed to liquidate securities or special handling instructions. In general, we will begin charging advisory fees on additional deposits once assets have been received into the Program Accounts and have been deemed in good order for management purposes.

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WITHDRAWALS AND PROGRAM TERMINATION/ACCOUNT CLOSURE

At any time, a client can request a withdrawal from a Program Account, elect to close a Program Account, or elect to terminate participation in the Program and close their Program Accounts. All closure instructions must be processed through a Fidelity representative. FPWA reserves the right to terminate a client’s Program Services (or limit the client’s rights to access any or all account features, products, or services) for any reason, including (i) if any authorized person on a Program Account resides outside the U.S.; (ii) if the balance of a client’s Program Account(s) falls below the minimum investment level required for the Program, or; (iii) if the Program is deemed no longer appropriate for a client.

Should either party terminate the investment advisory relationship, the Program Fee will be prorated from the beginning of the last quarter to the termination date, which is defined as the date when the Program Account is no longer managed on a discretionary basis.

Clients will be required to provide instructions regarding which of the following methods should be used in event of withdrawals or Program Account closing:

• Assets liquidated and a check sent with the proceeds;

• Assets transferred in kind into another account; or

• Assets liquidated and proceeds wired or transferred electronically via electronic funds transfer to a bank account or other account.

Generally, partial and full withdrawals may take up to 10 business days to process. If instructions are not provided within 30 days of a partial withdrawal request, Fidelity will re-invest the cash or securities into the client’s discretionarily managed Program Account. Note that liquidation of assets in taxable accounts may have adverse tax consequences.

Please note that for Bond Strategy Program Accounts, in certain situations, partial withdrawal requests via liquidation and closing your account may take longer to fully process, as the respective sub-advisor may need additional time to sell your bonds at a desirable price. Please note that with regard to trades in municipal bonds, the municipal market is fragmented and some issues are thinly traded and may have extended settlement periods, which could affect the amount of time it takes to redeem both cash and in-kind withdrawals. There can be no assurance as to how long it might take to obtain a desirable price for your municipal bonds or whether a desirable price can be obtained.

Depending on the size of your Program Account, some municipal bonds may be purchased for your Program Account in positions that are smaller than marketable round lots (sometimes called “odd lots”). If you have an odd-lot bond position, it may be more difficult to sell than a round lot, and the sale price may be substantially lower than the price you paid or the price at which the position previously was valued.

With respect to taxable Program Accounts, a client may elect to have all dividends, interest, and capital gains on eligible holdings set aside for automatic distribution by completing and submitting an Earnings Automatic Withdrawal Plan form. Please note that upon providing these instructions to Fidelity, the amounts awaiting distribution will not be subject to Fidelity’s discretionary authority.

P O R T F O L I O M A N A G E R S E L E C T I O N A N D E VA L U AT I O N

FPWA is the investment advisor for the Program to which you delegate discretion and direct to hire a specific sub-advisor to implement the selected strategy. The sub-advisor (not FPWA) will be responsible for investment selection, portfolio construction, and execution of transactions for Program Accounts.

Prior to identifying a sub-advisor to implement a specific investment strategy, we will review the sub-advisor’s qualifications for managing assets. In doing so, a variety of factors can be considered, including, but not limited to, investment approach, portfolio characteristics, total assets under management, experience, and trading and operational capabilities. Each sub-advisor will also be periodically reviewed

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to evaluate management of Program Accounts invested in the respective strategy. We will use the same process to select and review affiliated and unaffiliated sub-advisors. We may engage an affiliate as a service provider to perform all, or a portion, of such review of sub-advisors and/or Program Accounts.

If we decide, in our sole discretion, that circumstances make a change of sub-advisor necessary or appropriate, you authorize FPWA to remove or replace your sub-advisor. The replacement sub-advisor may be an affiliate or independent of FPWA. We will notify you at or before the time of any change in your sub-advisor. Your continued acceptance of Program services will constitute your approval and agreement of any replacement sub-advisor.

Please note that because FPWA has hired Strategic Advisers and FIMM as sub-advisors for certain strategies, and Strategic Advisers has hired FMRC to provide the Model Portfolio for the Fidelity® Equity-Income Strategy, Fidelity will retain greater compensation than it would if unaffiliated sub-advisors and/or model providers were used. Please see the Strategic Advisers brochure for more information regarding the review and selection of FMRC.

For Program Accounts other than those in the Fidelity Tax-Managed U.S. Equity Index Strategy, clients will be provided with information about the performance of their Program Accounts on a pre-tax basis. Pre-tax Program Account performance is calculated based on industry standards. In addition, clients will typically receive performance information comparing their Program Accounts with the performance of relevant industry standard indexes.

Clients in the Fidelity Tax-Managed U.S. Equity Index Strategy will also be provided with performance information on an after-tax basis. After-tax Program Account performance is based on the pre-tax performance of the Program Account, and on an evaluation of the potential tax consequences of trading activity, dividends, income, and distributions in the Program Account. This after-tax performance information is based on information provided by the client about the client’s tax situation, the tax basis information related to the securities in the Program Account, and certain assumptions about the potential tax consequences of trading activity in the Program Account. Detailed information about the calculations and assumptions used in calculating after-tax performance of a Program Account are provided in each client’s quarterly performance report or can be obtained by contacting a Fidelity representative.

While performance information is reviewed by FPWA, performance information is not reviewed or approved by a third party.

C L I E N T I N F O R M AT I O N P R O V I D E D T O P O R T F O L I O M A N A G E R S

Through FPWA, sub-advisors have ongoing access to the relevant Program Account information, including Profile Information. The discretionary portfolio management services will be impacted by incomplete or inaccurate information. If changes to a client’s personal, financial, or tax situation occur, the client should promptly contact a Fidelity representative.

C L I E N T C O N TA C T W I T H P O R T F O L I O M A N A G E R S

Clients should contact a Fidelity representative regarding questions about their Program Accounts, to update their Profile Information, or to provide an update about their personal situations or any other information that may affect how clients’ Program Accounts are managed. A Fidelity representative will act as a liaison between a client and the relevant sub-advisor and will help ensure appropriate management of the client’s Program Account(s). While sub-advisors may provide clients with information about the management of Program Accounts from time to time, typically sub-advisors do not meet or communicate directly with Program clients.

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A D D I T I O N A L I N F O R M AT I O N

MATERIAL RISKS

Risks Associated with Investment Strategies. The discretionary investment management strategies implemented for clients in the Program, including conservative investments, involve risk of loss. Investments in a Program Account are not a deposit of a bank and are not insured or guaranteed by the FDIC or any other government agency. A client may lose money by investing in mutual funds, ETPs, SMAs, and/or individual securities. A client may lose money by investing in the Program.

Many factors affect each investment’s or Program Account’s performance and potential for loss. Strategies that pursue investments in equities will be subject to stock market volatility, and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Strategies that pursue fixed-income investments (such as bond or money market funds) will see values fluctuate in response to changes in interest rates, and to inflation and prepayment risks, as well as to default risks for both issuers and counterparties. These strategies are also 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. In addition, investments in certain bond structures may be less liquid than other investments, and therefore may be more difficult to trade effectively.

Money Market Fund Risk. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund’s sponsor, have no legal obligation to provide financial support to money market funds and you should not expect that the sponsor will provide financial support to the fund at any time.

Fidelity, the sponsor of Fidelity’s money market funds, has no legal obligation to provide financial support to a Fidelity money market fund, and a client should not expect that Fidelity will provide financial support to a Fidelity money market fund at any time. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund’s weekly liquid assets fall below 30% of its total assets because of market conditions or other factors.

Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, FPWA and its affiliates are susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may 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; or causing operational disruption. Cyber attacks may 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 FPWA and its affiliates, or any of their service providers (including, but not limited to, accountants, custodians, transfer agents, and financial intermediaries used by a fund or account) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate the net asset value (“NAV”), 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 a fund or account invests, counterparties with which a fund or 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.

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Risks of bond investments. Because of the fragmented and thinly traded nature of the bond market, and because of client-specific factors, two clients who invest in bonds the same amount on the same date may have entirely different individual securities in their portfolios. The bond market can be significantly affected by tax, legislative, interest rate or political changes, and by the financial condition of the issuers. Tax code changes could impact the bond market. Tax laws are subject to change, and the preferential tax treatment that may apply to bond interest income may be removed or phased out for investors at certain income levels.

Risks of equity investments. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. Value and growth stocks can perform differently from other types of stocks. For example, certain growth stocks can be more volatile than the market, and certain value stocks can continue to be undervalued by the market for long periods of time. In addition, stock investments may be subject to risk related to market capitalization as well as company-specific risk. Foreign securities are subject to interest rate, currency exchange rate, economic, regulatory, and political risks, all of which may be greater in emerging markets.

Investing in Mutual Funds and ETPs. A Program Account bears all the risks of the investment strategies employed by the mutual funds and ETPs held in the Program Account, including the risk that a mutual fund or ETP will not meet its investment objectives. ETPs may trade at a premium or discount to their NAV and may also be affected by the market fluctuations of their underlying investments. They may also have unique risks depending on their structure and underlying investments. For the specific risks associated with a mutual fund or ETP, please see its prospectus.

Legislative and Regulatory Risk. Investments in your Account may be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations can impact the securities markets as a whole, specific industries, individual issuers of securities, and Strategic Advisers’ determinations with respect to the expected rate of return, value, or creditworthiness of a particular security. The impact of these changes may not be fully known for some time.

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. Incidents arising from operational failures, including those resulting from the mistakes of third parties, may not be compensable by FPWA to you. FPWA 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. The determination of whether an incident constitutes an error is made by FPWA or its affiliates, in their sole discretion. In the event that FPWA or its affiliates make an error that has a financial impact on a Program Account, FPWA or its affiliates will generally return the Program Account to the position it would have held had no error occurred. FPWA will evaluate each situation independently. This corrective action may result in financial or other restitution to the Program Account, or inadvertent gains being reversed out of the Program Account. Clients may not be reimbursed for certain errors where the loss is less than $10 per Program Account; in such cases, we have instituted procedures designed to prevent Fidelity from receiving economic benefits from limiting the correction of such errors.

Please see the relevant sub-advisor’s Form ADV brochure for more information.

DISCIPLINARY INFORMATION

FPWA has no material disclosable legal or disciplinary events associated with its management personnel for its advisory services.

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OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS

FPWA is a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC. FMR LLC is 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, FPWA and its customers may have material business relationships with any of the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of FPWA serve as officers and/or employees of affiliated companies that are engaged in various aspects of the financial services industry.

FPWA is not registered as a broker-dealer, 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 FPWA are registered representatives and management persons of FBS, a registered broker-dealer, affiliate of FPWA and a member of NYSE and SIPC. In addition, FPWA has entered into an intercompany agreement with FBS pursuant to which FBS provides to FPWA various operational, administrative, analytical and technical services, and the personnel necessary for the performance of such services.

From time to time, FPWA or its clients may have a material business relationship with the following affiliated companies:

Investment Companies and Investment Advisers

• Strategic Advisers is a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, and is a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). Strategic Advisers provides discretionary and nondiscretionary advisory services and acts as the investment manager to registered investment companies (the “Strategic Advisers Funds”) that invest in affiliated and unaffiliated funds and as sub-advisor to various retail accounts, including separately managed accounts. Strategic Advisers acts as sub-advisor to FPWA in providing discretionary portfolio management of certain Program Accounts, and assists FPWA in evaluating other sub-advisors.

• Fidelity Management & Research Company (“FMRCo”) is a wholly owned subsidiary of FMR LLC, and is a registered investment adviser under the Advisers Act. FMRCo principally provides portfolio management services as an investment advisor or a sub-advisor to registered investment companies. FMRCo provides portfolio management services as investment advisor or sub-advisor to clients of other affiliated and unaffiliated advisors.

• FMRC is a wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC and is a registered investment adviser under the Advisers Act. FMRC may provide portfolio management services as a sub-advisor to certain affiliated investment companies. FMRC provides sub-advisory services and/or model portfolio recommendations to FPWA’s affiliates, and may also provide portfolio management services as an investment advisor or a sub-advisor to customers of other affiliated and unaffiliated advisors.

• FIMM is a wholly owned subsidiary of FMR LLC and a registered investment adviser under the Advisers Act. FIMM provides sub-advisory services and/or model portfolio recommendations to FPWA and its affiliates, and provides portfolio management services as a sub-advisor to certain Fidelity clients, including investment companies in the Fidelity Group of funds, or as an investment advisor.

• FIAM LLC (“FIAM”) is a wholly owned subsidiary of FIAM Holdings Corp., which in turn is wholly owned by FMR LLC and provides investment management services, including sub-advisory services to Strategic Advisers or its affiliates. FIAM is a registered investment adviser under the Advisers Act. FIAM is also registered with the Central Bank of Ireland.

• Fidelity SelectCo, LLC (“SelectCo”) is a wholly owned subsidiary of FMR LLC and is a registered investment adviser under the Advisers Act. SelectCo may provide portfolio management services as an advisor to certain affiliated investment companies.

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• FMR Investment Management (UK) Limited (“FMRIM(UK)”), an indirect, wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, 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. FMRIM(UK) provides investment advisory and portfolio management services as a sub-advisor to certain of Strategic Advisers’ clients, including investment companies in the Fidelity group of funds. FMRIM(UK) may provide portfolio management services as an investment advisor or sub-advisor to clients of other affiliated and unaffiliated advisors. FMRIM(UK) is also registered with the Central Bank of Ireland. Strategic Advisers has sub-advisory agreements with FMRIM(UK) for certain of the Strategic Advisers Funds.

• Fidelity Management & Research (Japan) Limited (“FMR (Japan)”), a direct wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, 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) may supply investment research and investment advisory information and may provide discretionary investment management services to certain clients of Strategic Advisers, including investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisors. Strategic Advisers has sub-advisory agreements with FMR (Japan) for certain of the Strategic Advisers Funds.

• Fidelity Management & Research (Hong Kong) Limited (“FMR (Hong Kong)”) is a wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, 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) may provide investment advisory or portfolio management services as a sub-advisor to certain of Strategic Advisers’ clients, including investment companies in the Fidelity group of funds, and for clients of other affiliated and unaffiliated advisors. Strategic Advisers has sub-advisory agreements with FMR (Hong Kong) for certain of the Strategic Advisers Funds.

Broker-Dealers

• Fidelity Distributors Corporation (“FDC”), a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., which in turn is wholly owned by FMR LLC, acts as principal underwriter and general distribution agent of the registered investment companies advised by FMRCo. FDC is a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”).

• National Financial Services LLC (“NFS”) is engaged in the institutional brokerage business and provides clearing and execution services for other brokers. NFS is a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., which in turn is wholly owned by FMR LLC. Fidelity Global Brokerage Group, Inc. is a holding company that provides administrative services to NFS. Fidelity Capital Markets (“FCM”), a division of NFS, may execute transactions for investment company and other Fidelity 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 charges a commission to both sides of each trade executed in CrossStream. Using CrossStream, FCM crosses trades for client accounts, and it charges a commission on its trades to both of its brokerage customers. CrossStream may be used to execute transactions for investment company and other Fidelity clients. NFS is a registered broker-dealer under the Exchange Act, and NFS is also registered as an investment adviser under the Advisers Act. NFS may serve as a clearing agent for client transactions that are placed with certain broker-dealers. NFS may provide transfer agent or subtransfer agent services to certain clients. NFS provides transaction processing services in conjunction with the implementation of a sub-advisor’s discretionary portfolio management instructions. NFS also provides custodial, recordkeeping, and reporting services to clients.

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In all cases, transactions executed by affiliated brokers on behalf of investment company clients are effected in accordance with Rule 17e-1 under the Investment Company Act of 1940 and procedures approved by the Boards of Trustees of the funds. The Board of Trustees of each fund in the Fidelity group of funds has approved FCM effecting fund portfolio transactions and retaining compensation in connection with such transactions pursuant to Section 11(a) of the Exchange Act.

• FBS, a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., 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 FMRCo, to individuals and institutions, including retirement plans administered by affiliates. Pursuant to referral agreements and for compensation, representatives of FBS may refer customers to various services offered by FBS’s related persons, including FPWA. In addition, along with Fidelity Insurance Agency, Inc. (“FIA”), FBS is the distributor of insurance products, including variable annuities, which are issued by FMRCo’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company® (“EFILI”). FBS may provide shareholder services to certain of FMRCo’s or FMRCo’s affiliates’ clients. FBS is the introducing broker for Program Accounts and places trades for execution with its clearing broker, NFS.

• Luminex Trading & Analytics LLC (“LTA”), a registered broker-dealer and alternative trading system, operates an electronic execution utility (the “LTA ATS”) that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. FMR LLC is the majority owner of LTA. LTA charges a commission to both sides of each trade executed in the LTA ATS. The LTA ATS may be used to execute transactions for FPWA’s or FPWA’s affiliates’ investment company and other advisory clients. NFS serves as the clearing agent for transactions executed in the LTA ATS.

Banking Institutions

• Fidelity Management Trust Company (“FMTC”), a trust company organized and operating under the laws of the Commonwealth of Massachusetts, provides nondiscretionary trustee and custodial services to employee benefit plans and individual retirement accounts through which individuals may invest in mutual funds managed by FMRCo or its affiliates, and discretionary investment management services to institutional clients. FMTC is a wholly owned subsidiary of FMR LLC.

• Fidelity Personal Trust Company, FSB (“FPTC”), is a federal savings bank that offers fiduciary services to its customers that include trustee or cotrustee, custody, income and principal accounting, investment management services, and recordkeeping and administration. FPTC is a wholly owned subsidiary of Fidelity Thrift Holding Company, Inc., which in turn is a wholly owned subsidiary of FMR LLC.

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 may offer shares of investment companies managed by FPWA’s affiliates.

• EFILI is a wholly owned subsidiary of FILI, and is engaged in the distribution and issuance of life insurance and annuity products that may offer shares of investment companies managed by FPWA’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.

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CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING

FPWA has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to all officers, directors, employees, and other supervised persons of FPWA and requires that they place the interests of FPWA’s 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:

(i) Standards of general business conduct reflecting the investment advisers’ fiduciary obligations

(ii) Compliance with applicable federal securities laws

(iii) Employees and their covered persons to move their covered accounts to FBS unless an exception has been granted

(iv) Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information

(v) Prohibition of purchasing of securities in initial public offerings unless an exception has been approved

(vi) Reporting of Code of Ethics violations

(vii) Distribution of the Code of Ethics to all supervised persons, documented through acknowledgements 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, including (i) preclearing of transactions in covered securities; (ii) prohibiting investments in limited offerings without prior approval; (iii) reporting of transactions in covered securities on a quarterly basis; (iv) reporting of accounts and holdings of covered securities on an annual basis; and (v) disgorgement of profits from short-term transactions unless an exception has been approved. Violation of the Code of Ethics requirements may 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 FPWA. A copy of the Code of Ethics will be provided upon request.

FPWA’s related persons may buy or sell for themselves securities that they also recommend to clients. The potential 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 ensure that Fidelity personnel 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 its business, supervised persons may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, FPWA has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals or any other employees and that limit the transactions that FPWA can implement for Program Accounts.

In addition, Fidelity has implemented a policy on Business Entertainment and Workplace Gifts intended to set standards for business entertainment and gifts, to help employees make sound decisions with respect to these activities, and to ensure that the interests of FPWA’s clients come first. Similarly, to ensure compliance with applicable “pay to play” laws, Fidelity has adopted a Political Contributions and Activity policy that requires all employees to preclear any political contributions and activities.

The servicing and distribution fees that FBS or NFS receives from a fund or ETP and/or its affiliate are in addition to the advisory fees the client pays FPWA. With respect to certain of these funds or ETPs, FBS or NFS generally receives a percentage annually of the average daily net assets of non-Fidelity funds or

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ETPs in a client’s Program Account(s); however, any such amounts received by FBS or NFS will be offset against a client’s Gross Advisory Fee by a corresponding Credit Amount equal to the amount of revenue received as a result of the client’s investments in these funds or ETPs. The servicing and distribution fees that FBS receives are taken into consideration when determining the net advisory fee applied to the client’s Program Account(s). Each Fidelity fund pays investment management fees and other fees to FMRCo, Strategic Advisers, or their affiliates. In addition, affiliates of FPWA are compensated for providing distribution, transfer agency, shareholder servicing, and custodial and other services to certain Fidelity and non-Fidelity funds or ETPs. The compensation received by FPWA and its affiliates from investments in Fidelity funds or ETPs will generally exceed, prior to the application of the Credit Amount (described above), the compensation from investments in non-Fidelity funds or ETPs. See the section entitled “Fees and Compensation” for additional information.

FPWA seeks to address this potential conflict through the application of the Credit Amount noted above, and through the application of selection criteria and personnel compensation arrangements that do not differentiate between Fidelity and non-Fidelity funds or ETPs.

REVIEW OF ACCOUNTS

We will contact Program clients at least annually to evaluate whether there have been any changes to their personal financial situation that may affect the client’s Profile Information or the Program Services. If we fail to hear from a client during this process, we will update each such client’s age, goal horizon, and all other date-relative elements of the client’s Profile Information. We may also consider updated account balances of the client’s Program Accounts and other Fidelity accounts, as well as updated balances of certain outside accounts a client may have provided, but will otherwise assume that the client’s Profile Information has not changed. In some cases, the changes to the date-relative elements of a client’s Profile Information and/or account balances may cause us to update a client’s Investment Proposal. In these instances, we will notify the client of the resulting change to their Investment Proposal.

Clients will receive prompt confirmations from NFS for any transactions in their Program Accounts; however, with respect to automatic investments, automatic withdrawals, dividend reinvestments, and transactions that involve the core Fidelity money market fund, a client’s account statement serves in lieu of a confirmation. In addition, clients receive monthly statements from NFS that detail all holdings and transaction information, including trades, additions, withdrawals, shifts in investment allocations, advisory fees, and estimated gain/loss and tax basis information. Monthly statements and confirmations may also be available online at Fidelity.com and by enrolling in the electronic delivery program. Clients will not pay a different fee based on their decision to receive electronic monthly statements or trade confirmations. You should carefully review all statements and other communications received from FBS and NFS.

Clients may also receive quarterly reviews or similar reports that detail the performance of a client’s Program Account(s) and summarize the market activity during the quarter. Industry standards are applied when calculating performance information. FPWA may also make available account performance information on a password-protected website.

CLIENT REFERRALS AND OTHER COMPENSATION

Certain affiliates of FPWA are compensated for providing distribution, transfer agency, servicing, and custodial services to certain Fidelity and non-Fidelity investment options (certain of these fees are also used to calculate the Credit Amount described above in the section entitled “Fees and Compensation”). These affiliates include Strategic Advisers as the investment advisor for the Strategic Advisers Funds; FMRCo and subsidiaries as the investment advisor for the Fidelity funds; FDC as the underwriter of the Fidelity funds; and Fidelity Investments Institutional Operations Company, Inc., as transfer agent for the Fidelity funds, servicing agent for non-Fidelity funds, and recordkeeper of certain workplace savings plans. In addition, one or more broker-dealer affiliates of the Fidelity funds may execute portfolio transactions for the funds. FMRCo may 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 mutual funds’ portfolio security transactions.

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The compensation that FPWA and its affiliates receive as a result of a client’s investment in Fidelity-managed investments may exceed the compensation received from a client’s investments in non-Fidelity investment options; although the Credit Amount calculation may reduce this disparity, the Credit Amount does not eliminate this differential in all cases. The fees and expenses for the various services that FPWA or its affiliates provide to the funds are disclosed in each Fidelity fund prospectus. These fees and expenses are paid by the Fidelity funds and are ultimately borne by the funds’ shareholders.

Client referrals are provided by affiliated entities, including FBS, or other affiliates, pursuant to referral agreements where applicable. Payments may be made to affiliates for services that facilitate delivery of FPWA’s services. As noted above in “Information About Representative Compensation,” some Fidelity representatives receive economic incentives in addition to their normal compensation for distributing and supporting Program Accounts. Additionally, FPWA may refer clients to other independent investment advisors in connection with a referral program in which such independent investment advisors participate for a fee payable to FPWA.

FINANCIAL INFORMATION

FPWA does not solicit prepayment of client fees.

FPWA is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

Keep in mind that investing involves risk. The value of your investment will fluctuate over time and you may gain or lose money. Fidelity® Strategic Disciplines provides discretionary investment management for a fee. Fidelity® Strategic Disciplines includes the Breckinridge Intermediate Municipal Strategy, the Fidelity® Equity-Income Strategy, the Fidelity® Tax-Managed U.S. Equity Index Strategy, the Fidelity® Intermediate Municipal Strategy, and the Fidelity® Core Bond Strategy. Advisory services offered by Fidelity Personal and Workplace Advisors LLC (FPWA), a registered investment adviser. Brokerage services provided by Fidelity Brokerage Services LLC (FBS), and custodial and related services provided by National Financial Services LLC (NFS), each a member NYSE and SIPC. FPWA, FBS, and NFS are Fidelity Investments companies.Fidelity does not provide legal or tax advice, and the information provided is general in nature and should not be considered legal or tax advice. Consult an attorney, tax professional, or other advisor regarding your specific legal or tax situation.Indexes are unmanaged. It is not possible to invest directly in an index.Dow Jones U.S. Total Stock Market Index: A float-adjusted market capitalization–weighted index of all equity securities of U.S.-headquartered companies with readily available price data. Russell 3000® Index: A market capitalization–weighted index designed to measure the performance of the 3,000 largest companies in the U.S. equity market.S&P 500® Index: A registered service mark of The McGraw-Hill Companies, Inc., the index has been licensed for use by Fidelity Distributors Corporation and its affiliates. It is a market capitalization–weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.S&P ADR Index: A market capitalization–weighted index of those companies from the S&P Global 1200 that offer Level II or Level III American Depository Receipts, or global or ordinary shares that trade on a major U.S. exchange.Fidelity, Fidelity Investments, CrossStream, and the Fidelity Investments and pyramid design logo are registered service marks of FMR LLC.Fidelity Brokerage Services LLC, Member NYSE and SIPC, 900 Salem Street, Smithfield, RI 02917 © 2018 FMR LLC. All rights reserved. 03/18833877.1.0 1.9887734.100

FOR MORE INFORMATION, PLEASE CALL US TOLL FREE AT

1 - 8 0 0 - 5 4 4 - 3 4 5 5

Monday through Fr iday, 8 a.m. to 7 p.m. Eastern t ime

Fidelity® Strategic Disciplines

Program Fundamentals

Fidelity® Tax-Managed U.S. Equity StrategyFidelity® Equity-Income Strategy

Strategic Advisers LLC

245 Summer Street, V5D

Boston, MA 02210

617-563-7000

March 29, 2018 (with an effective date of July 16, 2018)

This brochure provides information about the qualifications and business practices of Strategic Advisers LLC (“Strategic Advisers”), a Fidelity Investments company, as well as information about Fidelity® Strategic Disciplines.

Throughout this brochure and related materials, Strategic Advisers may refer 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 contact us at 800-544-3455. 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 Strategic Advisers is available on the SEC’s website at www.adviserinfo.sec.gov.

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TA B L E O F C O N T E N T S

ADVISORY BUSINESS 3

FEES AND COMPENSATION 3

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 3

TYPES OF CLIENTS 4

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 4

DISCIPLINARY INFORMATION 10

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 10

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT

TRANSACTIONS AND PERSONAL TRADING 13

BROKERAGE PRACTICES 15

REVIEW OF ACCOUNTS 17

CLIENT REFERRALS AND OTHER COMPENSATION 17

CUSTODY 18

INVESTMENT DISCRETION 18

VOTING CLIENT SECURITIES 19

FINANCIAL INFORMATION 19

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A D V I S O R Y B U S I N E S S

Strategic Advisers LLC (“Strategic Advisers”) is a registered investment adviser and an indirect, wholly owned subsidiary of FMR LLC (collectively with Strategic Advisers and its affiliates, “Fidelity Investments,” “Fidelity,” “us” or “we”). Strategic Advisers was formed in 1977 and, as of July 2018, will serve as a sub-advisor to its affiliate, Fidelity Personal and Workplace Advisors LLC (“FPWA”), in connection with various investment advisory programs offered by FPWA, including Fidelity® Strategic Disciplines (the “Program”). As such, Strategic Advisers will make the day-to-day trading decisions with respect to Program accounts for which it serves as sub-advisor and will receive a portion of the fees clients pay to FPWA in connection with the Program. Important information regarding FPWA and the Program can be found in FPWA’s Fidelity Strategic Disciplines Program Fundamentals (“FPWA Program Fundamentals”).

Strategic Advisers provides a variety of investment management services including providing discretionary portfolio management services to retail and institutional clients and providing non-discretionary advisory services, including developing and maintaining asset allocation and portfolio modeling methodologies for use by its affiliates. This brochure provides information only about Strategic Advisers’ role with respect to the Program. For additional services that Strategic Advisers provides, please see Strategic Advisers’ relevant Form ADV Part 2A brochures.

As described in the FPWA Program Fundamentals, the Program currently offers five investment strategies to clients, two of which are sub-advised by Strategic Advisers: the Fidelity® Tax-Managed U.S. Equity Strategy (the “Tax-Managed Equity Strategy”) and the Fidelity® Equity-Income Strategy (the “Equity-Income Strategy”). Strategic Advisers provides day-to-day discretionary portfolio management to accounts in the Program managed using the Tax-Managed Equity Strategy or the Equity-Income Strategy (“Program Accounts”). Prior to enrolling in the Program, FPWA will determine whether the relevant strategy is appropriate for a client based on a review of the client’s investor profile and any other relevant information that the client provides to FPWA. Subject to the imposition of reasonable restrictions, Strategic Advisers will apply its proprietary methodology to manage a client’s Program Account to align with the selected strategy. Strategic Advisers is responsible for portfolio management, trading, and supervision of Program Accounts.

As of December 29, 2017, Strategic Advisers’ total assets under management were $324,851,600,000 on a discretionary basis, and $15,556,800,000 on a non-discretionary basis.

F E E S A N D C O M P E N S AT I O N

Clients of the Program do not pay Strategic Advisers for the services it provides under the Program. Instead, as compensation for its discretionary portfolio management services provided to Program Accounts, Strategic Advisers receives a portion of the advisory fee paid to FPWA by Program clients. Strategic Advisers and its affiliates may receive compensation with respect to the mutual funds and exchange-traded products (“ETPs”) that may be held in a client’s Program Account. However, the Program’s gross advisory fee is reduced by a credit amount equal to the amount of compensation, if any, Strategic Advisers and its affiliates receive with respect to these mutual funds and ETPs as a result of investments by a client’s Program Account. Please see the FPWA Program Fundamentals for information about Program fees and the application of the credit amount.

P E R F O R M A N C E - B A S E D F E E S A N D S I D E - B Y- S I D E M A N A G E M E N T

Strategic Advisers does not currently charge performance-based management fees for any of its advisory services and, therefore, does not engage in side-by-side management.

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T Y P E S O F C L I E N T S

Strategic Advisers provides discretionary portfolio management services for clients’ Program Accounts. Please see the FPWA Program Fundamentals for information about the types of clients eligible for the Program.

M E T H O D S O F A N A LY S I S , I N V E S T M E N T S T R AT E G I E S A N D R I S K O F L O S S

This section contains information about how Strategic Advisers provides discretionary portfolio management services to Program Accounts.

About the Tax-Managed Equity Strategy

The Tax-Managed Equity Strategy offers clients a separately managed portfolio of equity securities that seeks to approximate the pre-tax return and risk characteristics of the S&P 500® Index while enhancing after-tax returns through the use of tax-sensitive investment management strategies. Tax-Managed Equity Strategy Program Accounts will initially consist of a portfolio of approximately 200–300 securities selected from the universe of securities that comprise the S&P 500® Index. The number of securities used by Strategic Advisers within this strategy will vary over time and may be materially higher or lower than Strategic Advisers’ estimate. Strategic Advisers will trade holdings in Tax-Managed Equity Strategy Program Accounts within the universe of securities that comprise the S&P 500® Index in an attempt to enhance after-tax returns through tax-sensitive investment management (described below). Note that this trading may result in a “drift” from the S&P 500® Index and/or wash sales from trading activity in non-managed accounts. Securities selected for a Tax-Managed Equity Strategy Program Account may be individually tailored based on a client’s existing holdings and unique financial situation, as well as tax attributes of the assets in the Tax-Managed Equity Strategy Program Account.

About the Equity-Income Strategy

The Equity-Income Strategy offers clients a separately managed portfolio of equity securities and seeks the potential for capital appreciation over a full market cycle, as well as to produce dividend income greater than that of the S&P 500® Index. The strategy seeks to invest primarily in stocks of reasonably priced firms that have been paying, or are expected to pay, a dividend in the near/medium term. Equity-Income Strategy Program Accounts will consist primarily of income producing equity securities, which tends to lead to investments in large-cap stocks, and also may include American Depository Receipts (“ADRs”) and real estate investment trusts. Equity-Income Strategy Program Accounts will initially consist of a portfolio of approximately 85–100 securities, although the number of securities will vary over time and may be materially higher or lower than this estimate.

Strategic Advisers has retained FMR Co., Inc. (“FMRC”), its affiliate, to provide an investment model to be used by Strategic Advisers in rendering discretionary investment advisory services to Equity-Income Strategy Program Accounts. FMRC provides Strategic Advisers with a model portfolio (the “Model Portfolio”) and provides periodic updates to the Model Portfolio. Strategic Advisers provides oversight of the Model Portfolio and has discretionary management authority for, and is responsible for trading within, Equity-Income Strategy Program Accounts. FMRC will generally use fundamental and quantitative analysis to select stocks for the Model Portfolio. Strategic Advisers has designed investment guidelines for the Model Portfolio delivered by FMRC. These guidelines may change from time to time. Strategic Advisers may select investments for Equity-Income Strategy Program Accounts that differ from FMRC’s Model Portfolio, but may also implement FMRC’s Model Portfolio without change. The Model Portfolio provided by FMRC to Strategic Advisers will not be based on the circumstances of, or otherwise tailored to, any individual client, and should not be considered investment advice to any client with an Equity-Income Strategy Program Account. FMRC is not acting as investment adviser or portfolio manager with respect to Equity-Income Strategy Program Accounts. Investment advisory services provided to clients

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of this strategy are furnished solely by Strategic Advisers. FMRC may provide a similar model portfolio or manage accounts using a similar investment strategy for its other clients and may provide the model to such accounts or clients prior to providing it to Strategic Advisers. At any time, Strategic Advisers may determine to no longer receive the Model Portfolio from FMRC, in which case Strategic Advisers may engage another investment firm to provide a model portfolio or may invest Equity-Income Strategy Program Accounts without recommendations from a model portfolio provider.

About Tax-Sensitive Investment Management Strategies

For Tax-Managed Equity Strategy Program Accounts, Strategic Advisers employs multiple tax management techniques to seek to generate tax alpha within the stated investment objective. These tax management techniques will be used proactively to seek to enhance after-tax returns. For taxable Equity-Income Strategy Program Accounts, Strategic Advisers may also implement tax management techniques, on a limited basis, consistent with the strategy, although tax management is not a primary goal of the strategy. The fact that the Equity-Income Strategy is based on the Model Portfolio will limit the degree to which tax management techniques can be implemented. The potential federal income tax consequences of holding, buying, and selling securities are considered as part of the investment services. Please note that Strategic Advisers does not take direction from clients on when to take gains or losses from a client’s Program Account. Over the long run, this extra level of management is intended to contribute to helping clients reach their investment goals. However, Strategic Advisers may implement trades in accounts that trigger significant tax consequences as they seek to manage the accounts consistently with long-term strategy investment objectives. Strategic Advisers cannot guarantee the effectiveness of its tax-sensitive investment management techniques in serving to reduce or minimize a client’s overall tax liability or the tax results of a given transaction. Prior to making trading decisions to buy, hold, or sell securities for a Tax-Managed Equity Strategy Program Account or a taxable Equity-Income Strategy Program Account, Strategic Advisers considers the following:

Ability to harvest tax losses. Individual stock positions may experience price declines, possibly below a client’s adjusted tax basis in the security (as determined by the tax basis information on record for the client’s Program Account). In such instances, losses may be realized in the client’s Program Account for tax purposes. In cases where a position is sold to realize a capital loss for tax purposes, the position usually will be replaced with similar investments in order to maintain consistent market exposure. In harvesting tax losses, Strategic Advisers does not attempt to harvest every tax loss that occurs in the client’s Program Account.

Opportunity to avoid and/or postpone capital gain realizations. As applicable, each specific lot of securities in a client’s Program Account — a block of shares bought at a particular time at a particular price — is reviewed and the potential federal income tax burden associated with selling that lot is weighed against the potential investment merits of the sale, such as performance potential, added diversification, and support of risk-management strategies. Once it decides to sell an eligible security, Strategic Advisers will attempt to sell the lot(s) that will generate the lowest overall federal income tax burden (or generate a loss for tax purposes) using the tax basis and holding period information on record.

About Strategic Advisers’ Model Provider Selection Process

Prior to selecting a FMRC to provide the Model Portfolio with respect to the Equity-Income Strategy, Strategic Advisers performed a comprehensive review of the FMRC and its investment style and approach. Strategic Advisers’ review included, among other things, assessing information about the FMRC and its investment strategy. In selecting FMRC, Strategic Advisers considered a variety of factors, including, but not limited to, investment approach, portfolio characteristics, and FMRC’s total assets. Strategic Advisers evaluated information from both quantitative and qualitative analyses, including, but not limited to FMRC’s investment strategy, security coverage, experience, growth of assets under management, stability of management, governance program and trading and operational capabilities.

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Strategic Advisers will evaluate FMRC’s adherence to the investment guidelines not less than semiannually based on the factors described above. Strategic Advisers, in its sole discretion, may replace FMRC without prior notice to clients if, for example, Strategic Advisers determines that FMRC is not adhering to the investment guidelines for the Equity-Income Strategy.

Additionally, the Model Portfolio provided by FMRC may reflect trading decisions previously made by FMRC for its discretionary client accounts. As a result, Equity-Income Strategy Program Accounts may receive prices that are more favorable or less favorable than the prices obtained by FMRC discretionary client accounts, particularly with respect to thinly traded securities. Aggregate holding limits and other investment limits applicable to such prior trading decisions, and collectively to the discretionary accounts of FMRC, Strategic Advisers, and their affiliates generally, may result in investment opportunities not being included in the Model Portfolio.

Please note that because Strategic Advisers has hired FMRC to provide the Model Portfolio with respect to the Equity-Income Strategy, and FMRC is an affiliate of Strategic Advisers, Fidelity will receive greater compensation than it would if Strategic Advisers hired an unaffiliated firm to provide a model portfolio for the Equity-Income Strategy.

Investment Restrictions

A client is entitled to impose reasonable restrictions on the management of a Program Account. Any proposed restriction is subject to our review and approval. Such a restriction may include prohibitions such as with respect to the purchase of a particular individual security, industry or sub–asset class, provided such restriction is not inconsistent with the Program’s stated investment strategy or philosophy, or is not fundamentally inconsistent with the nature or operation of the Program. If a restriction is accepted, assets will be invested in a manner that is appropriate given the restriction. This may result in the purchase of an ETP to obtain exposure to a given strategy while implementing a restriction. ETPs can include exchange-traded funds, exchange-traded notes, unit investment trusts, closed-end funds, master limited partnerships, and certain grantor trusts. Program Accounts with imposed management restrictions may experience different performance from Program Accounts without restrictions, possibly producing lower overall results. Program Account restrictions should be requested through a Fidelity representative.

Additional Information about Strategic Advisers’ Investment Practices

Clients can generally fund their Program Accounts with Fidelity money market funds, certain stocks and ADRs and, for Tax-Managed Equity Strategy Program Accounts, certain ETPs. Please see the FPWA Program Fundamentals for more information about eligible securities. Should a client elect to transfer eligible securities into a Program Account, those securities will be reviewed and evaluated by Strategic Advisers for possible incorporation into the client’s Program Account, but there can be no guarantee that any or all eligible securities transferred into a Program Account will be incorporated into the client’s Program Account. Strategic Advisers retains discretion to sell such eligible securities at any time and without prior notice to the client, and, by enrolling in the Program, clients acknowledge that Strategic Advisers may sell any such eligible securities at any time if they determine it is appropriate to do so, without prior notice to the client. For taxable Program Accounts, clients may realize a taxable gain or loss when those securities are sold, which may affect the performance/return of the Program Account. With respect to retirement Program Accounts enrolled in the Equity-Income Strategy, Strategic Advisers generally does not consider the potential tax consequences of these sales. In the event that a client funds a Program Account with eligible securities, Strategic Advisers may in its discretion sell any such securities to other clients of the Program or to other clients of Strategic Advisers, in accordance with its fiduciary duties and subject to best execution. In addition, for Equity-Income Strategy Program Accounts, should a client transfer into a Program Account eligible securities that are not included in the Model Portfolio, or that are part of the Model Portfolio but do not align with the allocations therein, Strategic Advisers will generally liquidate those securities in whole or in part on as soon as reasonably practicable.

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From time to time, Strategic Advisers and/or its affiliates may determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due 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 may be impractical or undesirable. The foregoing limits and thresholds may apply at the Program Account level or in the aggregate across all accounts (or certain subsets of accounts) managed, sponsored, or owned by, or otherwise attributable to Strategic Advisers and its affiliates. For investment risk management and other purposes, Strategic Advisers and its affiliates also generally apply internal aggregate limits on the amount of a particular issuer’s securities that may be owned by all such accounts. In such instances, the adviser may limit or exclude a client’s investment in a particular issuer, which may include investment in related derivative instruments, and investment flexibility may be restricted.

Material Investment Risks

In general, all the strategies managed by Strategic Advisers in the Program are subject to the list of investment risks discussed below.

Risk of Loss. The discretionary investment management strategies implemented by Strategic Advisers for clients in the Program involve risk of loss. Investments in a Program Account are not a deposit of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. A client may lose money by investing in mutual funds, ETPs, and individual securities. A client may lose money by investing in the Program.

Many factors affect each investment’s or Program Account’s performance. Each of the strategies is ultimately affected by impacts to the individual issuers, such as changes in an issuer’s financial condition, or changes in tax, regulatory, market, or economic developments. Non-diversified 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 in 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. Additionally, 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) may be significantly impacted by events affecting those industries or markets. A strategy that invests in funds bears all the risks inherent in the underlying investments in which those funds invest. Additionally, investments and accounts may be subject to operational risks, which can include risks 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.

In addition, investments in the mutual funds, ETPs, and individual securities in a Program Account may be subject to the following risks:

Stock Investments. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. Value and growth stocks can perform differently from other types of stocks. Growth stocks can be more volatile. Value stocks can continue to be undervalued by the market for long periods of time. In addition, stock investments may be subject to risk related to market capitalization as well as company-specific risk.

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, Strategic Advisers’ quantitative investment strategies rely on algorithmic processes, and therefore may be subject to the risks described below under the heading “Operational Risks.” The Tax-Managed Equity Strategy relies on a quantitative model that is designed

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to replicate the overall return and risk characteristics of the S&P 500® Index. To the extent that the quantitative model fails to adequately match the risk and return profile of the index, a Tax-Managed Equity Program Account may perform differently; it may underperform, or it may outperform the S&P 500® Index on a pre-tax basis. In addition, to the extent that the components of the index perform in a highly correlated fashion, the Tax-Managed Equity Strategy may be less effective at harvesting the tax losses on which the after-tax portion of the strategy relies.

Fundamental Investing. Funds or securities selected using fundamental analysis (i.e., evaluating an issuer’s financial condition and/or industry position, valuation, as well as forecasting market and economic conditions) can perform differently from the market when the fundamental model fails to accurately forecast return and risk. Therefore, a Program Account may underperform or outperform the index on a pre-tax basis. To the extent that securities become more correlated, a strategy may be less effective in achieving outperformance.

Foreign Exposure. Foreign securities are subject to interest rate, currency exchange rate, economic, regulatory, and political risks, all of which may be greater in emerging markets. These risks are particularly significant for funds that focus on a single country or region or emerging markets. Foreign markets may 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.

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.

Model Overlay Risks. The Equity-Income Strategy relies on Strategic Advisers’ ability to purchase the investments in FMRC’s Model Portfolio. This may not be possible due to liquidity constraints or aggregate holdings limitations, among other reasons. Equity-Income Strategy Program Accounts may perform differently from the model portfolio.

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 insured or guaranteed by the FDIC or any other government agency. Fidelity, the sponsor of Fidelity’s money market funds, has no legal obligation to provide financial support to a Fidelity money market fund, and a client should not expect that Fidelity will provide financial support to a Fidelity money market fund at any time. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of shares, nor temporarily suspend an investor’s ability to sell shares, if a fund’s weekly liquid assets fall below 30% of its total assets because of market conditions or other factors.

ETPs. An ETP is a security that trades on an exchange and may seek to track an index, commodity, or a basket of assets. ETPs can be actively or passively managed. The performance of a passively managed ETP may not correlate to 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 their underlying securities. ETPs that use derivatives, leverage, or complex investment strategies are subject to additional risks. Share trading may be halted or the security may cease to trade on an exchange. Trading volume and liquidity may vary and may affect the ability to buy or sell shares, or may cause the market price of shares to experience significant premiums or discounts relative to 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 may vary significantly. ETPs may also have unique risks depending on their structure and underlying investments.

Risks and Limitations Associated with Tax-Sensitive Investment Management Techniques. Strategic Advisers applies tax-sensitive investment management techniques on a limited basis, at its discretion. Strategic Advisers does not actively manage for state or local taxes; foreign taxes on non-U.S. investments; or estate, gift, or generation-skipping transfer taxes. In harvesting tax losses, Strategic

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Advisers does not attempt to harvest every tax loss that occurs in a Program Account. It is important to understand that in a given year, due to investment decisions or market conditions, a client may receive varying levels of taxable distributions within a Program Account. Strategic Advisers relies on information a client provides in an effort to provide tax-sensitive investment management and does not offer tax advice. Strategic Advisers cannot guarantee the effectiveness of its tax-sensitive investment management techniques in serving to reduce or minimize a client’s overall tax liability or the tax results of a given transaction.

Legislative and Regulatory Risk. Investments in a Program Account may be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations can impact the securities markets as a whole, specific industries, individual issuers of securities, and Strategic Advisers’ determinations with respect to the expected rate of return, value, tax treatment, or creditworthiness of a particular security. The impact of these changes may not be fully known for some time.

Cybersecurity Risks. With the increased use of technologies such as the internet to conduct business, Strategic Advisers and its affiliates are susceptible to operational, information security, and related risks. 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; or causing operational disruption. Cyber attacks may 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 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 a fund or account invests, counterparties with which a fund or 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. Algorithms may be used by Strategic Advisers in support of its discretionary portfolio management process and contribute to operational risks. There is a risk that the algorithms and data input into the algorithms could have errors, omissions, imperfections and malfunctions. Any decisions made in reliance upon incorrect data expose Program Accounts to potential risks. Issues in the algorithm are often extremely difficult to detect and may go undetected for long periods of time; some may never be detected. These risks are mitigated by testing and human oversight of the algorithms and their output. We believe that the oversight, testing and monitoring performed on our algorithms and their output will enable us to identify and address issues that a prudent person managing a similar service would identify and address. However, there is no assurance that the algorithms will always work as intended. In general, we will not assess each Program Account individually, nor will we override the outcome of the algorithm with respect to any particular Program Account.

Incidents arising from operational failures, including those resulting from the mistakes of third parties, may not be compensable by Strategic Advisers to a client. Strategic Advisers 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. The determination of whether an incident constitutes an error is made by Strategic Advisers or its affiliates, in their sole discretion. In the event that Strategic Advisers or its affiliates make an error that has a financial impact on a Program Account, Strategic Advisers or its affiliates will generally return the Program Account to the position it would have held had no error occurred. Strategic Advisers will evaluate each situation independently. This corrective action may result in financial or other restitution to a Program Account, or inadvertent gains

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being reversed out of a Program Account. Under certain circumstances, clients will not be reimbursed for errors where the loss is less than $10 per Program Account; in such cases, we have instituted procedures designed to prevent Fidelity from receiving economic benefits from limiting the correction of such errors.

D I S C I P L I N A R Y I N F O R M AT I O N

Strategic Advisers has no material disclosable legal or disciplinary events associated with its management personnel for its advisory services.

O T H E R F I N A N C I A L I N D U S T R Y A C T I V I T I E S A N D A F F I L I AT I O N S

Strategic Advisers is a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC. FMR LLC is 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, Strategic Advisers and its customers may have material business relationships with any of the subsidiaries and affiliates of FMR LLC. In addition, the principal officers of Strategic Advisers may serve as officers and/or employees of affiliated companies that are engaged in various aspects of the financial services industry.

Strategic Advisers is not registered as a broker-dealer, 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 Strategic Advisers are registered representatives of Fidelity Brokerage Services LLC (“FBS”) and/or Fidelity Investments Institutional Services Company, Inc. (“FIISC”), Strategic Advisers affiliates and registered broker-dealers.

From time to time, Strategic Advisers or its clients may have a material relationship with the following affiliated companies:

Investment Companies and Investment Advisers

• FPWA is a wholly owned subsidiary of Fidelity Advisory Holdings LLC, which in turn is wholly owned by FMR LLC, and a registered investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”). FPWA provides non-discretionary investment management services and serves as the sponsor to investment advisory programs, including the Program. Strategic Advisers acts as sub-advisor to FPWA in providing discretionary portfolio management of Program Accounts, and assists FPWA in evaluating other sub-advisors.

• Fidelity Management & Research Company (“FMRCo”) is a wholly owned subsidiary of FMR LLC and a registered investment adviser under the Advisers Act. FMRCo principally provides portfolio management services as an adviser or a sub-advisor to registered investment companies. FMRCo may also provide portfolio management services as an adviser or sub-advisor to clients of other affiliated and unaffiliated advisers. Strategic Advisers pays FMRCo an administrative fee for handling the business affairs of the investment companies Strategic Advisers advises. In addition, it is expected that Strategic Advisers may share employees from time to time with FMRCo.

• Fidelity Investments Money Management, Inc. (“FIMM”) is a wholly owned subsidiary of FMR LLC and a registered investment adviser under the Advisers Act. FIMM provides portfolio management services as a sub-advisor to certain of our clients, including investment companies in the Fidelity group of funds, or as an adviser. In addition, it is expected that Strategic Advisers may share employees from time to time with FIMM.

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• FMRC is a wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, and a registered investment adviser under the Advisers Act. FMRC may provide portfolio management services as a sub-advisor to certain affiliated investment companies. FMRC provides sub-advisory services and/or model portfolio recommendations for Strategic Advisers’ clients, and may also provide portfolio management services as an adviser or a sub-advisor to customers of other affiliated and unaffiliated advisers. FMRC acts as model provider to Strategic Advisers with respect to Equity Income Program Accounts. In addition, it is expected that Strategic Advisers may share employees from time to time with FMRC.

• FIAM LLC (“FIAM”) is a wholly owned subsidiary of FIAM Holdings Corp., which in turn is wholly owned by FMR LLC, and a registered investment adviser under the Advisers Act. FIAM provides investment management services, including sub-advisory services, to Strategic Advisers or its affiliates. FIAM is also registered with the Central Bank of Ireland. In addition, it is expected that Strategic Advisers may share employees from time to time with FIAM.

• Fidelity SelectCo, LLC (“SelectCo”) is a wholly owned subsidiary of FMR LLC and a registered investment adviser under the Advisers Act. SelectCo may provide portfolio management services as an adviser or sub-advisor to certain affiliated investment companies.

• FMR Investment Management (UK) Limited (“FMRIM(UK)”), an indirect, wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, 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. FMRIM(UK) provides investment advisory and portfolio management services as a sub-advisor to certain of Strategic Advisers’ clients, including investment companies in the Fidelity group of funds. FMRIM(UK) may provide portfolio management services as an adviser or sub-advisor to clients of other affiliated and unaffiliated advisers. FMRIM(UK) is also registered with the Central Bank of Ireland. Strategic Advisers has sub-advisory agreements with FMRIM(UK) for certain of Strategic Advisers’ funds.

• Fidelity Management & Research (Japan) Limited (“FMR (Japan)”), a wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, 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) may supply investment research and investment advisory information and may provide discretionary investment management services to certain clients of Strategic Advisers, including investment companies in the Fidelity group of funds, and to clients of other affiliated and unaffiliated advisers. Strategic Advisers has sub-advisory agreements with FMR (Japan) for certain of Strategic Advisers’ funds.

• Fidelity Management & Research (Hong Kong) Limited (“FMR (Hong Kong)”) , a wholly owned subsidiary of FMRCo, which in turn is wholly owned by FMR LLC, 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) may provide investment advisory or portfolio management services as a sub-advisor with respect to certain clients of Strategic Advisers’ clients, including investment companies in the Fidelity group of funds, and for clients of other affiliated and unaffiliated advisers. Strategic Advisers has sub-advisory agreements with FMR (Hong Kong) for certain of Strategic Advisers’ funds.

Broker-Dealers

• Fidelity Distributors Corporation (“FDC”), a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., which in turn is wholly owned by FMR LLC, acts as principal underwriter and general distribution agent of the registered investment companies advised by FMRCo. FDC is a registered broker-dealer under the Securities Exchange Act of 1934 (“Exchange Act”).

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• National Financial Services LLC (“NFS”) is engaged in the institutional brokerage business and provides clearing and execution services for other brokers. NFS is a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., which in turn is wholly owned by FMR LLC. Fidelity Global Brokerage Group, Inc. is a holding company that provides administrative services to NFS. Fidelity Capital Markets (“FCM”), a division of NFS, may execute transactions for Strategic Advisers’ investment company 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 charges a commission to both sides of each trade executed in CrossStream. Using CrossStream, FCM crosses trades for client accounts, and it charges a commission on its trades to both of its brokerage customers. CrossStream may be used to execute transactions for investment company and other Fidelity clients. NFS is a registered broker-dealer under the Exchange Act, a member of NYSE and SIPC, and a registered investment adviser under the Advisers Act. NFS may serve as a clearing agent for client transactions that we place with certain broker-dealers. NFS may provide transfer agent or subtransfer agent services to certain of our or our affiliates’ clients. NFS provides transaction processing services in conjunction with the implementation of our discretionary portfolio management instructions. NFS also provides custodial, recordkeeping, and reporting services to clients.

In all cases, transactions executed by affiliated brokers on behalf of investment company clients are effected in accordance with Rule 17e-1 under the Investment Company Act of 1940 and procedures approved by the Boards of Trustees of the funds. The Board of Trustees of each fund in the Fidelity group of funds has approved FCM effecting fund portfolio transactions and retaining compensation in connection with such transactions pursuant to Section 11(a) of the Exchange Act.

• Luminex Trading & Analytics LLC (“LTA”), a registered broker-dealer and alternative trading system, operates an electronic execution utility (the “LTA ATS”) that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. FMR LLC is the majority owner of LTA. LTA charges a commission to both sides of each trade executed in the LTA ATS. The LTA ATS may be used to execute transactions for Strategic Advisers’ or Strategic Advisers’ affiliates’ investment company and other advisory clients. NFS serves as the clearing agent for transactions executed in the LTA ATS.

• FBS, a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., 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 FMRCo, to individuals and institutions, including retirement plans administered by affiliates. Pursuant to referral agreements and for compensation, representatives of FBS may refer customers to various services offered by FBS’s related persons, including Strategic Advisers. In addition, along with Fidelity Insurance Agency, Inc. (“FIA”), FBS distributes insurance products, including variable annuities, which are issued by FMRCo’s related persons, Fidelity Investments Life Insurance Company (“FILI”) and Empire Fidelity Investments Life Insurance Company® (“EFILI”). FBS may provide shareholder services to certain of FMRCo’s or FMRCo’s affiliates’ clients. FBS is the introducing broker for Program Accounts and places trades for execution with its clearing broker, NFS.

• FIISC, a wholly owned subsidiary of Fidelity Global Brokerage Group, Inc., which in turn is wholly owned by FMR LLC, primarily markets Fidelity mutual funds and other products advised by FMRCo or an affiliate thereof to third-party financial intermediaries and certain institutional investors. FIISC is a registered broker-dealer under the Exchange Act.

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 may offer shares of investment companies managed by Strategic Advisers or its affiliates.

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• EFILI is a wholly owned subsidiary of FILI, which in turn is wholly owned by FMR LLC, and is engaged in the distribution and issuance of life insurance and annuity products that may offer shares of investment companies managed by Strategic Advisers or its 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 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 through which individuals may invest in mutual funds managed by FMRCo or its affiliates, and discretionary investment management services to institutional clients. FMTC is a wholly owned subsidiary of FMR LLC.

• Fidelity Personal Trust Company, FSB (“FPTC”), a federally chartered savings bank, offers fiduciary services to its customers that include trustee or co-trustee services, custody, income and principal accounting, investment management services, and recordkeeping and administration. FPTC is a wholly owned subsidiary of Fidelity Thrift Holding Company, Inc., which in turn is wholly owned by FMR LLC.

Limited Partnerships and Limited Liability Company Investments

Strategic Advisers may provide discretionary investment management to partnerships and limited liability companies designed to facilitate acquisitions by mutual funds offered by Strategic Advisers. These funds are privately offered consistent with stated investment objectives. Strategic Advisers does not intend to engage in borrowing, lending, purchasing securities on margin, short selling, or trading in commodities.

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 direct or indirect subsidiaries. Certain employees of FBS India (“FBS India Associated Employees”) may from time to time provide certain research services for Strategic Advisers, which Strategic Advisers may use for its customers. FBS India is not registered as an investment adviser under the Advisers Act, and is deemed to be a “Participating Affiliate” of Strategic Advisers (as this term has been used by the U.S. Securities and Exchange Commission’s (“SEC”) 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). Strategic Advisers deems FBS India and each of the FBS India Associated Employees as “associated persons” of Strategic Advisers 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 Strategic Advisers’ research process and may have access to information concerning securities that are being selected for clients prior to the effective implementation of such selections. As a Participating Affiliate of Strategic Advisers, 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 Strategic Advisers’ customers. Strategic Advisers maintains a list of FBS India Associated Employees whom FBS India has deemed “associated persons,” which Strategic Advisers will make available to its current U.S. clients upon request.

C O D E O F E T H I C S , PA R T I C I PAT I O N O R I N T E R E S T I N C L I E N T T R A N S A C T I O N S A N D P E R S O N A L T R A D I N G

Strategic Advisers has adopted a Code of Ethics for Personal Trading (the “Code of Ethics”). The Code of Ethics applies to all officers, directors, employees and other supervised persons of Strategic Advisers and requires that they place the interests of Strategic Advisers’ clients above their own. The Code of

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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:

(i) Standards of general business conduct reflecting the investment advisers’ fiduciary obligations

(ii) Compliance with applicable federal securities laws

(iii) Employees and their covered persons to move their covered accounts to FBS unless an exception has been granted

(iv) Reporting and review of personal securities transactions and holdings for persons with access to certain nonpublic information

(v) Prohibition of purchasing of securities in initial public offerings unless an exception has been approved

(vi) Reporting of Code of Ethics violations

(vii) 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, including (i) preclearing of transactions in covered securities; (ii) prohibiting investments in limited offerings without prior approval; (iii) reporting of transactions in covered securities on a quarterly basis; (iv) reporting of accounts and holdings of covered securities on an annual basis; and (v) disgorgement of profits from short-term transactions unless an exception has been approved. Violation of the Code of Ethics requirements may 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 Strategic Advisers. A copy of the Code of Ethics will be provided upon request.

Strategic Advisers and its related persons may buy or sell for themselves securities that they also recommend to clients. The potential 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 ensure that Fidelity personnel 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, supervised persons may obtain material nonpublic information that is usually not available to other investors or the general public. In compliance with applicable laws, Strategic Advisers has adopted a comprehensive set of policies and procedures that prohibit the use of material nonpublic information by investment professionals or any other employees and that limit the transactions that Strategic Advisers can implement for Program Accounts.

In addition, Fidelity has implemented a policy on Business Entertainment and Workplace Gifts intended to set standards for business entertainment and gifts, to help employees make sound decisions with respect to these activities, and to ensure that the interests of Strategic Advisers’ clients come first. Similarly, to ensure compliance with applicable “pay to play” laws, Fidelity has adopted a Political Contributions and Activity policy that requires all employees to preclear any political contributions and activities.

The servicing and distribution fees that FBS or NFS receives from a mutual fund or ETP and/or its affiliate are in addition to the advisory fees the client pays FPWA. With respect to certain of these mutual funds or ETPs, FBS or NFS generally receives a percentage annually of the average daily net assets of non-Fidelity mutual funds or ETPs in a client’s Program Account(s); however, any such amounts received by FBS or NFS will be offset against a client’s gross advisory fee by a corresponding credit amount equal to the amount of revenue received as a result of the client’s investments in these mutual funds or ETPs. The servicing and distribution fees that FBS receives are taken into consideration when determining the net advisory fee applied to the client’s Program Account(s). Each Fidelity mutual fund and ETP pays investment management fees and other fees to FMRCo, Strategic Advisers, or their affiliates. In addition, affiliates of Strategic Advisers are compensated for providing distribution, transfer agency, shareholder servicing, and

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custodial and other services to certain Fidelity and non-Fidelity funds or ETPs. The compensation received by Strategic Advisers and its affiliates from investments in Fidelity funds or ETPs will generally exceed, prior to the application of the credit amount (described above), the compensation from investments in non-Fidelity funds or ETPs. Please see the FPWA Program Fundamentals for additional information about advisory fees and related credit amounts.

This potential conflict is addressed through the application of selection criteria and personnel compensation arrangements that do not differentiate between Fidelity and non-Fidelity mutual funds or ETPs. Strategic Advisers’ investment professionals are compensated partially based on account performance, and are not compensated based on the amount of Fidelity or non-Fidelity mutual funds or ETPs used in the Program.

B R O K E R A G E P R A C T I C E S

Transactions in Program Accounts

Strategic Advisers has discretionary authority to purchase and sell various securities. FMRC does not have discretion with respect to any client Program Accounts. When Strategic Advisers trades in a Program Account, clients will receive notification that a change has been made via a transaction confirmation. Clients will receive prompt confirmations from NFS for any transactions in their Program Account; however, with respect to automatic investments, automatic withdrawals, dividend reinvestments, and transactions that involve the core Fidelity money market fund, a client’s account statement serves in lieu of a confirmation. In addition, clients will receive monthly statements from NFS that will detail all holdings and transaction information, including trades, additions, withdrawals, shifts in investment allocations, advisory fees, and estimated gain/loss and tax basis information. Monthly statements and confirmations may also be available online at Fidelity.com and by enrolling in the electronic delivery program. Clients should carefully review all statements and other communications received from FBS and NFS.

For the Program, all commissions are waived for transactions executed through affiliates of Strategic Advisers. However, the advisory fee charged for the Program does not cover the charges resulting from trades effected with or through broker-dealers other than affiliates of Strategic Advisers or cover mark-ups or mark-downs by broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, electronic fund and wire transfer fees, or any other charges imposed by law or otherwise agreed to with regard to Program Accounts. One non-Fidelity-related charge applies to sales of securities made for Program Accounts — an industry-wide charge mandated by the SEC and totaling a few cents per $1,000 of securities sold. The amount of this regulatory fee may vary over time, and because variations might not be immediately known to Fidelity, the amount may be estimated and assessed in advance. To the extent that such estimated amount differs from the actual amount of the regulatory fee, Fidelity may retain the excess. These charges will be reflected on transaction confirmations and/or monthly statements.

Trading through Affiliates

Strategic Advisers is authorized to place portfolio transactions with affiliated registered broker-dealers or transfer agents. Strategic Advisers will arrange for the execution of transactions through affiliated broker-dealers if Strategic Advisers reasonably believes that the quality of the execution of the transaction is comparable to what could be obtained through other qualified broker-dealers. In determining the ability of a broker-dealer to obtain best execution, Strategic Advisers will consider a number of factors, including the broker-dealer’s execution capabilities, reputation, and access to the markets for the securities being traded.

In general, Strategic Advisers or its delegate will place trades with NFS through FCM with respect to the execution of trades for ETPs and individual securities in a Program Account. Strategic Advisers may allocate up to 100% of a client’s order to FCM, subject to Strategic Advisers’ obligation to strive for best execution. Strategic Advisers reasonably believes that the quality of the execution of transactions is comparable to or more favorable than what could be obtained through other qualified broker-dealer firms. To that effect

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and in order to continuously ensure the quality of the execution, Strategic Advisers receives equity quality reporting from FCM, monitoring the quality of the execution of transactions allocated to FCM.

Clients will not be charged commissions on transactions executed through FCM. NFS transmits orders received for execution through FCM 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.

Strategic Advisers believes that FCM’s order-routing policies, taking into consideration all the factors listed above, are designed to result in transaction processing that is favorable to its customers. Where Strategic Advisers directs the market center to which an order is routed, FBS or FCM will route the order to such market center in accordance with Strategic Advisers’ instructions without regard to its general order-routing practices. FBS and/or FCM receives remuneration, compensation, or other consideration for directing some customers’ orders for equity securities to certain market centers for execution. Such consideration may take the form of financial credits, monetary payments, rebates, volume discounts, or reciprocal business; provided, however, that neither FBS nor FCM receives any consideration in connection with directing equity trades for Program Accounts to market centers for execution. 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, Fidelity may provide aggregated trade execution data to customers and prospective customers.

In general, to comply with applicable law, Strategic Advisers will not conduct any brokerage transactions on a principal basis with any affiliate or affiliated broker-dealer. However, a broker-dealer affiliated with Strategic Advisers, including NFS, may act as principal with respect to a client’s transactions in other accounts maintained with Fidelity over which Strategic Advisers has no discretionary management authority to the extent permitted by law and subject to applicable restrictions.

Trade Aggregation and Allocation

When effecting trades of individual securities for Program Accounts, Strategic Advisers may aggregate these trades with trades for other clients when, in Strategic Advisers’ judgment, as applicable, aggregation is in the best interest of all clients involved. Orders are aggregated to facilitate seeking best execution, to negotiate more favorable commission rates, or to allocate equitably among clients the effects of any market fluctuations that might have otherwise occurred had these orders been placed independently. The transactions are averaged as to price and allocated as to amount according to the purchase and sale orders actually placed for each client account.

With respect to trade allocation, Strategic Advisers’ policy is to treat each of its clients’ accounts in a fair and equitable manner when allocating orders for the purchase and sale of securities. Strategic Advisers has adopted a trade allocation policy designed to achieve fairness and not to purposefully disadvantage comparable client accounts over time when allocation purchases and sales. All allocations among a client’s Program Account and/or funds of funds managed by Strategic Advisers will be made in a manner consistent with Strategic Advisers’ fiduciary duties, taking into account all relevant factors.

Cross Trades

Strategic Advisers may effect agency “cross trades” (that is, trades in which Strategic Advisers, or any person controlling, controlled by, or under common control with Strategic Advisers, acts as investment adviser to a client, and as broker for that client and for the party or parties on the other side of the trade) for Program Accounts to the extent permitted by law. Such transactions will be executed in accordance with Section 206(3) of the Advisers Act, requiring written consent, confirmations of transactions, annual reporting, and compliance procedures. In addition, to the extent permitted by law and applicable policies and procedures, Strategic Advisers may effect cross trades involving Program Accounts, in which a security

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is purchased in or sold from one account advised by us (or our affiliate), and sold or purchased from another account advised by us (or our affiliate) through a book-entry transfer, when Strategic Advisers believes such trades are in the best interest of all clients involved. Cross trades will be done either directly or through a broker-dealer (including FBS or NFS), based on one or more third-party pricing services and/or actual market bids.

Soft Dollars

Strategic Advisers does not have a soft dollar program.

Client-Directed Brokerage Activities

During a client’s participation in the Program, Program Accounts will not be available for brokerage activities outside of the activities directed by Strategic Advisers, including, but not limited to, margin trading or trading of securities by a client or any of its designated agents. The activities for Program Accounts will not apply or be related to any other activities or accounts that a client may maintain with Fidelity.

R E V I E W O F A C C O U N T S

Ongoing Review and Adjustments of Program Accounts

On a daily basis, Strategic Advisers will evaluate a Program Account with respect to a variety of factors to determine whether the account may benefit from trading that day. Common reasons clients may experience trading in their Program Accounts include changes in the model or index, market fluctuations, tax management opportunities, and client requested activities such as cash deposits or withdrawals. Please note that Strategic Advisers uses the prior night’s closing prices in determining whether a Program Account requires trading on a given day, and in general does not attempt to conduct ongoing intraday Program Account evaluations, nor attempt to time intra-day price fluctuations in its decisions to buy or sell securities. Strategic Advisers does not anticipate that each Program Account will be traded each day.

Each of the securities purchased in a Program Account will appear on a client’s account statement. Securities selected for Program Accounts 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 a Program Account. A client can expect that the securities that compose his or her Program Account may vary, perhaps significantly, from the securities purchased for another client’s Program Account managed using the same strategy.

In certain instances, a “do-not-trade” order may be placed on a Program Account for reasons including, but not limited to, processing a trade correction, client request, or to comply with a court order. For the period when a do-not-trade order is on a Program Account, Strategic Advisers will suspend management of the Program Account and will not monitor the Program Account for potential buys and sells of securities. Additionally, any deposits to a Program Account during a do-not-trade period will not be invested. Strategic Advisers is not held responsible for any market loss experienced as a result of a do-not-trade order.

Clients may receive periodic performance summaries or similar reports that detail the performance of a client’s Program Account(s) and summarize the market activity during the quarter. Industry standards are applied when calculating performance information. FPWA also makes available account performance information on a password-protected website.

C L I E N T R E F E R R A L S A N D O T H E R C O M P E N S AT I O N

FMRCo and its affiliates and subsidiaries are compensated for providing services to one or more of the funds in which Strategic Advisers’ clients may invest. These include FMRCo and subsidiaries as the investment adviser for the Fidelity funds; FDC as the underwriter of the Fidelity funds; and FIISC as transfer

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agent for the Fidelity funds, servicing agent for non-Fidelity funds, and recordkeeper of certain workplace savings plans. In addition, one or more broker-dealer affiliates of the Fidelity funds may execute portfolio transactions for the funds. FMRCo may 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 mutual funds’ portfolio security transactions.

As noted above, Strategic Advisers is authorized to place portfolio transactions with affiliated registered broker-dealers or transfer agents. For additional information on these practices, please see the section entitled “Brokerage Practices.”

For Program Accounts, the group of mutual funds and ETPs eligible for consideration in proposed portfolios is currently limited to funds available through Fidelity’s mutual fund supermarket, FundsNetwork®. FundsNetwork is a registered service mark of FMR LLC and a service of FBS. Mutual funds participating in Fidelity’s mutual fund supermarket that Strategic Advisers may invest its clients’ accounts in pay remuneration to affiliates of Strategic Advisers for providing shareholder services; however, any such revenue received by affiliates of Strategic Advisers is subject to the credit amount mechanism. Please see the FPWA Program Fundamentals for additional information about advisory fees and related credit amounts.

In connection with clients’ investments, certain personnel of Strategic Advisers may receive other economic incentives in addition to their normal compensation. In addition, our affiliates are compensated for providing distribution, transfer agency, servicing, and custodial services to certain Fidelity and non-Fidelity investment options (certain of these fees are also used to calculate the credit amount, where applicable). The compensation that Strategic Advisers and its affiliates receive as a result of a client’s investment in Fidelity-managed investments may exceed the compensation received from a client’s investments in non-Fidelity investment options; although the credit amount calculation may reduce this disparity, the credit amount does not eliminate this differential in all cases. The fees and expenses for the various services that Strategic Advisers or its affiliates provide to the funds are disclosed in each Fidelity fund prospectus. These fees and expenses are paid by the Fidelity funds and are ultimately borne by each fund’s shareholders.

Client referrals are provided by affiliated entities, including FBS, or other affiliates, pursuant to referral agreements where applicable. Payments may be made to affiliates for services that facilitate delivery of Strategic Advisers’ services.

C U S T O D Y

Strategic Advisers does not maintain custody for Program clients’ assets in connection with the discretionary portfolio management services it provides to Program Accounts. In order to participate in the Program, clients must establish and maintain a brokerage account with FBS, a registered broker-dealer and an affiliate of FPWA and Strategic Advisers. NFS, an affiliate of FBS, FPWA, and Strategic Advisers, has custody of client assets and will perform certain account services, including the implementation of trading instructions, as well as custodial and related services. FPWA, Strategic Advisers, FBS, and NFS personnel may share premises and may have common supervision. Clients should carefully review all statements and other communications received from FBS and NFS.

I N V E S T M E N T D I S C R E T I O N

Strategic Advisers’ portfolio management services for Program Accounts include the discretionary authority to determine which securities to purchase or sell, the total amount of such purchases and sales, and the brokers or dealers through which transactions are effected in Program Accounts. Such discretionary authority is subject to certain limits, including the Program’s investment objectives and policies, regulatory constraints, and those investment restrictions we may agree to impose based on a client’s request in accordance with applicable laws.

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V O T I N G C L I E N T S E C U R I T I E S

Strategic Advisers does not generally acquire authority for, or exercise, proxy voting on a client’s behalf in connection with managing Program Accounts. Unless a client directs Strategic Advisers otherwise pursuant to the paragraph below, the client will receive proxy materials directly from the issuer of the security (or its service provider). Strategic Advisers will not advise clients on the voting of proxies. Clients must exercise any proxy voting directly.

Notwithstanding the information above, a client may request that Strategic Advisers act as agent for receipt of certain legally required communications, including prospectuses, annual and semiannual reports, proxy materials for mutual funds and ETPs that are not managed by FMRCo or an affiliate thereof, and other individual securities. A client may also direct Strategic Advisers to act as agent to vote proxies on the client’s behalf for the funds and other securities held in Program Accounts. For Fidelity funds, clients may instruct Strategic Advisers to vote proxies of a Fidelity fund in the same proportion as the vote of all other holders of such Fidelity fund. For non-Fidelity funds and other securities, clients may instruct Strategic Advisers to vote proxies pursuant to the directions provided by Institutional Shareholder Services, Inc. (“ISS”), an unaffiliated third-party proxy advisory services provider.

Please note that, unlike general proxy votes, Strategic Advisers generally treats certain voluntary corporate actions as subject to the exercise of its discretion as an investment manager. Accordingly, Strategic Advisers will make decisions with respect to voluntary corporate actions directly as part of the investment management services it provides to Program Accounts. However, clients retain the right to make elections with respect to voluntary corporate actions if they so choose; if a client would like to make an election with respect to a security subject to a voluntary corporate action, the client may contact us to transfer the security out of the client’s Program Account.

In connection with this election, clients must acknowledge that Strategic Advisers is acting solely at the client’s direction, and does not exercise discretion with respect to the voting of any proxy. Clients may see more information about ISS’s proxy voting policies in the summary of ISS’s proxy voting guidelines included in the application materials, or by contacting a Fidelity representative. Clients may contact Strategic Advisers directly to obtain a copy of its proxy voting guidelines, a copy of ISS’s summary proxy voting guidelines, and information on how investment proxies were voted.

F I N A N C I A L I N F O R M AT I O N

Clients of the Program do not pay Strategic Advisers for the services it provides under the Program. Strategic Advisers does not solicit prepayment of client fees. Strategic Advisers is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

Keep in mind that investing involves risk. The value of your investment will fluctuate over time and you may gain or lose money. Diversification and asset allocation do not ensure a profit or guarantee against loss. Fidelity® Strategic Disciplines provides discretionary investment management for a fee. Fidelity® Strategic Disciplines includes the Fidelity® Equity-Income Strategy and the Fidelity® Tax-Managed U.S. Equity Index Strategy. Advisory services offered by Fidelity Personal and Workplace Advisors LLC (FPWA), a registered investment advisor. Brokerage services provided by Fidelity Brokerage Services LLC (FBS), and custodial and related services provided by National Financial Services LLC (NFS), each a member NYSE and SIPC. FPWA, FBS, and NFS are Fidelity Investments companies.Fidelity does not provide legal or tax advice, and the information provided is general in nature and should not be considered legal or tax advice. Consult an attorney, tax professional, or other advisor regarding your specific legal or tax situation.S&P 500® Index: A market capitalization–weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.Indexes are unmanaged. It is not possible to invest directly in an index.Fidelity, Fidelity Investments, the Fidelity Investments and pyramid design logo, FundsNetwork, and CrossStream are registered service marks of FMR LLC.Fidelity Brokerage Services LLC, Member NYSE and SIPC, 900 Salem Street, Smithfield, RI 02917© 2018 FMR LLC. All rights reserved.835689.1.0 1.9887735.100

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