Fidelity Credit Opportunities Fund II, LP

DISCLAIMERS

Fund I is closed to new investors as of 2/1/21.

This information is not intended to be an offer or solicitation to buy or sell any securities or services and is not investment advice. Were any offer of securities made, it would be made pursuant to a Private Placement Memorandum, Limited Partnership Agreement, Subscription Agreement (collectively, the "Offering Documents"),  and other documents Fund II prepared by or on behalf of the relevant issuer. Any decision to invest in such a securities offering should only be made after reviewing the associated Offering Documents, conducting such investigations as the investor deems necessary or appropriate and consulting the investor's own legal, accounting, tax, and other advisors in order to make an independent determination of the suitability and consequences of an investment in the securities.

The securities described herein will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Fund will not be registered under the Investment Company Act of 1940, as amended. The securities described herein will not be approved or disapproved by any federal, state or foreign securities commission or any other regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the information contained herein. Any representation to the contrary is a criminal offense.

RISK FACTORS

Like all investments, an investment in the Fund involves the risk of loss. Investment products such as the Fund are designed only for sophisticated investors who are able to sustain the loss of their investment. Accordingly, such investment products are not suitable for all investors. The Fund is not subject to the same or similar regulatory requirements as mutual funds or other more regulated collective investment vehicles.

Investors should review the offering documents, including the description of risk factors contained in the Fund’s Confidential Private Placement Memorandum (the “Memorandum”), prior to making a decision to invest in the securities described herein. An investment in the Fund involves a high degree of risk and is suitable only for those investors willing to risk losing some or all of their principal investment and who have the experience and ability to evaluate the risks and merits of an investment in the Fund. The Memorandum will include more complete descriptions of the risks described below as well as additional risks relating to, among other things, debt investments, market, credit and interest rate risk, conflicts of interest and regulatory and tax matters. Any decision to invest in the securities described herein should only be made after reviewing such Memorandum, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the Fund. The Fund’s performance can be volatile. The Investment Manager has total trading authority over the Fund and the use of a single adviser applying generally similar trading programs could mean lack of diversification and, consequentially, higher risk. The Fund's fees and expenses may offset the Fund's trading profits. Accredited Investor and Qualified Purchaser Status. Each limited partner in the Fund must represent in writing, among other things, that such limited partner is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and a “qualified purchaser” as that term is defined in Section 2(A)(51) of the 1940 Act or a “knowledgeable employee” as that term is defined in Rule 3c-5(A)(4)(I) of Investment Company Act of 1940, as amended (the “1940 Act”). • Operating History; Loss of Capital. No guarantee or representation is made that the Fund will achieve its investment objective or that limited partners will not lose all or substantially all of their investment in the Fund. The past performance of the Investment Manager or its affiliates is no guarantee of the future performance of the Fund. There is no assurance that the Fund will be profitable. The success of the Fund will in a large part depend on its ability to identify and make profitable investments. Identifying and making profitable investments is difficult and involves a high degree of risk, competition and uncertainty, and the availability of such investments is subject to general market conditions. There is no assurance that the Fund will be able to successfully implement its investment strategy or attain profitability. The Fund’s profitability is dependent upon many factors beyond its control. • Fund Investments Generally; Risk of Partial or Total Loss of Capital. A fundamental premise of a strategy primarily focused on stressed, distressed or restructured investments is the acceptance of illiquidity and a higher degree of risk than is inherent in traditional public stock or bond investments, in expectation of higher returns. An investment in the Fund therefore involves a substantial degree of risk, and the purchase of Interests should be considered only by investors able to bear the risk of loss of all or a substantial portion of their investment. The success of the Fund depends on the identification by, and the availability of suitable investment opportunities to, the Investment Manager. Sourcing suitable investment opportunities will be subject to market conditions and other factors outside the control of the General Partner and the Investment Manager. • Investments in Distressed Securities. The Fund’s investments will involve a high degree of risk, including risks associated with investing in “below investment grade” securities and obligations of domestic and non-U.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence or other problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Some of these securities may not be publicly traded, and it therefore may be difficult to obtain information as to the true condition of such issuers or to buy or sell these securities. Additionally, in certain periods, there may be little or no liquidity in markets for these securities. The public market prices of distressed securities may be subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and ask prices of such securities may be greater than normally expected. • Availability of Suitable Investments. There can be no assurance that the Investment Manager will be able to locate and complete suitable investments that satisfy the Fund’s objectives and that the Investment Manager believes will provide performance commensurate with the Fund’s targets. If the Investment Manager does not locate suitable and compelling investment opportunities in which to deploy all of the Fund’s capital, the Fund may not invest fully its available capital which may result in an adverse effect on performance results. • Restricted Securities; Long-Term Investment; No Right to Withdraw; Illiquidity. The interests in the Fund are restricted securities under the Securities Act of 1933, as amended, for which no public or private market presently exists or is ever intended to exist. Transfers of the interests are subject to restrictions of U.S. federal and state securities laws and to the restrictions set forth in the Partnership Agreements and as such, it may be difficult or impossible to transfer the Interests to any transferees. Furthermore, limited partners cannot withdraw capital from the Fund. Accordingly, an investment in the Fund requires a long-term commitment, with no certainty of return, and should be made only if you can assume the risks of an illiquid investment and can maintain sufficient capital to meet future drawdowns of capital. • Use of Leverage. While the General Partner does not intend to use leverage as a primary source of capital as a means for the Fund to seek to achieve its investment objective, the General Partner may determine in its sole discretion to use leverage in connection with the Fund’s portfolio through loans from affiliated or unaffiliated lenders in anticipation of the receipt of capital contributions from the partners or any particular limited partner. In the event that the Fund utilizes leverage, fluctuations in the market value of the Fund portfolio will have a significant effect in relation to the Fund’s capital and the risk of loss and the possibility of gain will each be increased. • Other Funds and Accounts Managed by Fidelity. The Investment Manager’s personnel responsible for making investments on behalf of the Fund have substantial responsibilities in connection with the management of other investment funds, accounts, and investment vehicles.

Important Information

The information contained herein is confidential and intended for the recipient only. Do not distribute or reproduce this materials. This material contains statements that are "forward-looking statements," which are based on certain assumptions of future events. Fidelity Diversifying Solutions LLC ("FDS") does not assume any duty to update any forward-looking statement. Actual events may differ from those assumed. There can be no assurance that forward-looking statements, including any projected returns, will materialize or that actual market conditions and/or performance results will not be materially different or worse than those presented.

Certain data and other information in these materials has been supplied by outside sources and are believed to be reliable and current. Fidelity cannot verify the accuracy of information from outside sources, and potential investors should be aware that such information is subject to change without notice.

Certain statements made herein reflect the subjective views and opinions of Fidelity and its personnel. Such statements cannot be independently verified and are subject to change. Do not distribute or reproduce this document.

Past performance is no guarantee of future results. An investment may be risky and may not be suitable for an investor's goals, objectives and risk tolerance. Investors should be aware that an investment's value may be volatile and any investment involves the risk that you may lose money.

FDS is a registered investment adviser and an indirect, wholly owned subsidiary of FMR LLC.

“Fidelity Investments” and/or “Fidelity” refers collectively to FMR LLC, a U.S. company, and its subsidiaries, including but not limited to Fidelity Management & Research Company LLC (FMR), and FDS.

Third-party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or its affiliated companies.

The Fund may be offered by Fidelity Distributors Company LLC or Fidelity Brokerage Service LLC, Member NYSE, SIPC, each a non-exclusive financial intermediary that is affiliated with FDS, under common control with FDS, and compensated for such services.

Fidelity Diversifying Solutions LLC (“FDS”) and FIAM LLC are registered investment advisers, and FDS is a commodity pool operator and commodity trading adviser. Both are indirect, wholly owned subsidiaries of FMR LLC. FDS is a registered CPO and CTA.