DISCLAIMERS

The information contained herein is confidential. By accepting this information, the recipient agrees that it will use, and it will cause its directors, partners, officers, employees and representatives to use, the information only to evaluate its potential interest in the securities described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited.

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. Information provided in this document is for informational and educational purposes only. To the extent any investment information in this material is deemed to be a recommendation, it is not meant to be impartial investment advice or advice in a fiduciary capacity and is not intended to be used as a primary basis for you or your client's investment decisions. Fidelity and its representatives may have a conflict of interest in the products or services mentioned in this material because they have a financial interest in them, and receive compensation, directly or indirectly, in connection with the management, distribution, and/or servicing of these products or services, including Fidelity funds, certain third-party funds and products, and certain investment services.

The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. If any offer of securities is made, it will be made pursuant to a Confidential Private Placement Memorandum, Limited Partnership Agreement, Subscription Agreement and other documents (collectively, the “Offering Documents”) prepared by or on behalf of Fidelity Exchange Fund, LP (the “Fund”) that contain material information not contained herein and that shall, to the extent applicable, supersede, amend, and supplement the information contained herein in its entirety. Any decision to invest in the securities described herein should only be made after reviewing the 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.

None of the Fund, Fidelity Diversifying Solutions LLC (the "Investment Manager"), ("FDS"), Fidelity Funds Manager, LLC (the “General Partner”), Fidelity Distributors Company LLC (“FDC”), Fidelity Brokerage Services LLC (“FBS”) and their respective affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. The Fund, the Investment Manager, the General Partner, FDC, FBS and their respective affiliates disclaim any and all liability relating to this information, including, without limitation any express or implied representation or warranty for statements contained in and omissions from this information. The information contained herein includes estimates and projections and involves significant elements of subjective judgment and analysis. No representations are made as to the accuracy of such estimates or projections or that all assumptions relating to such estimates or projections have been considered or stated or that such projections will be realized. None of the Fund, the Investment Manager, FDC, FBS and their respective affiliates expects, or shall have any duty, to update the information contained herein.

Prior to April 2023, the Fund's investment manager was FIAM LLC, an advisor affiliate of FDS within the GIPS Firm definition.

RISK FACTORS

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, equity investments, real estate assets, use of leverage, 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, 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 the 1940 Act. Investment Risk. The performance of the Fund is likely to fluctuate. As the Fund will invest in stocks of large capitalization companies, it is thereby subject to general stock market risks. The future performance of a given security contributed to the Fund might substantially exceed that of the Fund over the same time period. There can be no assurance that the performance of the Fund will match that of any specific security, any other fund, the S&P 500, any other benchmark or the market as a whole. Although the Fund, through its securities portfolio, seeks to create a diversified portfolio that has risk characteristics that correspond to a large capitalization core strategy similar to the S&P 500, the performance of the Fund versus that of large capitalization companies (including those included in the S&P 500) may vary significantly over the short and long-term. Tax Risks. Contributions of appreciated securities to the Fund might be held to be taxable transactions, notwithstanding the opinion of tax counsel to the Fund to the contrary. No rulings have been requested or received from the Internal Revenue Service as to the tax treatment of contributions or as to any other tax matter discussed herein. Although the Investment Manager generally seeks to select and manage the investments of the Fund in a tax-sensitive manner, limited partners should expect to incur tax obligations in connection with investing in the Fund. If the Fund sells securities contributed by a then-current limited partner, substantial precontribution gain may be realized and would be allocated disproportionately to such limited partner. General Investment Risks. The value of the units issued by the Fund may not increase or may decline. General Risks of Real Estate Assets. The success of real estate assets will depend in part on many factors related to the real estate market in general, and to the specific sub-markets in which the Fund's real estate assets are held. These factors include, without limitation, changes in general economic conditions; lease defaults; decreases in property values; unanticipated property capital requirements; changes in the financial resources of issuers/borrowers; natural disasters; changes in interest rates; changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable; negative developments in the economy and/or adverse changes in real estate values generally and other factors that are beyond the control of the General Partner and the Investment Manager. Risks of Derivatives. The Fund may invest in derivatives. Derivatives are instruments and contracts whose value is linked to one or more underlying securities, financial benchmarks or indices. Because of the leverage mechanism built into derivatives, the Fund can hedge or speculate upon the price movements of a particular security, asset, benchmark or index at a fraction of the cost of investing in the underlying asset. Consequently, an adverse change in the relevant price level can result in a loss of capital that is more exaggerated than would have resulted from an investment that did not involve the use of leverage inherent in the derivative contract. Use of Leverage. Although intended to add to returns, the borrowing of funds to purchase qualifying assets will expose the Fund to the risk that the returns achieved on the qualifying assets will be lower than the cost of borrowing to purchase such assets and that leveraging the Fund to buy such assets therefore diminishes the returns achieved by the Fund as a whole. In addition, there is a risk that the availability of financing will be interrupted at some future time, requiring asset sales to repay the outstanding borrowings or a portion thereof. Availability of Suitable Investments. The pursuit of the Fund's investment strategy involves uncertainty. There can be no assurance that the Investment Manager will be able to locate and complete suitable investments or sufficiently diversify the Fund's portfolio in a manner that satisfies the Fund's objectives and that the Investment Manager believes will provide performance commensurate with the Fund's targets. Lack of Liquidity. The Fund will not be listed for trading on any exchange or be transferable without the consent of the General Partner. A limited partner's participation in the Fund requires a long-term commitment. No limited partner may redeem any of its units until after the applicable lockup period. For the avoidance of doubt, each new contribution of securities by a limited partner shall be subject to the lockup period. Other Funds and Accounts Managed by Fidelity. The Fidelity personnel responsible for making investments on behalf of the Fund are also responsible for making investments on behalf of other funds and accounts.

IMPORTANT INFORMATION

The information contained herein is confidential and intended for the recipient only. Do not distribute or reproduce these 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.

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.

Fidelity Diversifying Solutions LLC “FDS” is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser and is also registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator (“CPO”) and commodity trading advisor (“CTA”), and is a member of the National Futures Association (the “NFA”).

“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 Co.), FIAM LLC and FDS.