Fidelity Real Estate Debt Opportunities Fund II, LP

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 acting as a placement agent for a potential future vintage of 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. 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.

The private funds described in this material are not currently available for investment. Were any offer of securities made, it would be made pursuant to a Private Placement Memorandum, Limited Partnership Agreement, Subscription Agreement, and other documents of Fidelity Real Estate Debt Opportunities Fund II LP and, as applicable, Fidelity Real Estate Debt Opportunities Feeder Fund II LP (collectively, the "Offering Documents") 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.

None of the Fund, Fidelity Diversifying Solutions LLC (“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, FDS LLC, FMR, 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, FDS, FMR, the General Partner, FDC, FBS and their respective affiliates expects, or shall have any duty, to update the information contained herein.

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.

Certain information contained in this Presentation has been obtained from third-party sources. While such information is believed to be reliable for the purposes used herein, Fidelity has not independently verified such information and Fidelity makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. Certain economic and market conditions contained herein have been obtained from published sources and/or prepared by third parties and in certain cases have not been updated through the date hereof. All information contained herein is subject to revision and the information set forth herein does not purport to be complete.

Certain information contained in this Presentation constitutes “forward-looking statements” that can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of any Fidelity investment may differ materially from those reflected or contemplated in such forward-looking statements.

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, private real estate loans, commercial mortgage-backed securities, 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 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, and a “qualified purchaser” as that term is defined in Section 2(A)(51) of the Investment Company Act of 1940 (“1940 Act”) or a “knowledgeable employee” as that term is defined in Rule 3c-5(A)(4)(I) of the 1940 Act.

Investment Risk and General Real Estate Risks. Investing in the real estate sector, including real estate debt instruments, involves significant inherent risks (such as default risk and risks relating to real estate market conditions) that, if realized, could result in little or no return on the Fund’s investments or a loss of capital invested. An investment in the Fund 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. Real estate investments generally will be subject to the risks incident to the ownership and operation of real estate and real estate-related assets and/or risks incident to the making of non-recourse mortgage loans secured by real estate, including risks associated with both the domestic and international general economic climates; local real estate conditions; risks due to dependence on cash flow; risks and operating problems arising out of the absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); seizure under eminent domain; the financial condition of tenants, buyers and sellers of properties; changes in availability of debt financing; energy and supply shortages; changes in the tax, real estate, environmental and zoning laws and regulations; various uninsured or uninsurable risks; natural disasters; and the ability of the Fund or third-party borrowers to manage the real properties.

Investments in Commercial Mortgage-Backed Securities (“CMBS”). The Fund may invest in CMBS issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or private issuers such as banks, insurance companies, and savings and loans. The value of these securities also may change because of changes in the market’s perception of the creditworthiness of the U.S. federal agency or private institution that issued them. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax policies; fluctuations in interest rates; unavailability of real estate financing; risks of default; exposure abrupt or erratic price movements; or lack of liquidity.

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 Investment Manager 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 Investment Manager may determine in its discretion to use leverage in connection with the Fund’s portfolio through a line of credit, margin, and other debt from affiliated or unaffiliated lenders in anticipation of the receipt of capital contributions or in order to increase the amount of capital available for investments. 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.

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 that satisfy the Fund’s objectives and that the Investment Manager believes will provide performance commensurate with the Fund’s targets.

No Operating History; Loss of Capital. The Fund has no operating history upon which prospective Limited Partners can evaluate performance. 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.

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 funds, accounts and investment vehicles.

IMPORTANT INFORMATION

Please read this information carefully. Speak with your relationship manager if you have any questions. 

Past performance is no guarantee of future results. Investors should be aware that an investment's value may be volatile and any investment involves the risk that you may lose money. 

“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”), FIAM LLC, and Fidelity Diversifying Solutions LLC (“FDS”).

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

Certain data and other information in this presentation have 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. Fidelity has prepared this presentation for, and only intends to provide it to, institutional, sophisticated, and/or qualified investors in one-on-one or comparable presentations. 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 report.

These materials contain statements that are “forward-looking statements,” which are based on certain assumptions of future events. Fidelity 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. Listing them does not suggest a recommendation or endorsement by Fidelity Investments.

Professional Designations 
The Chartered Financial Analyst (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 4,000 hours of qualifying work experience completed in a minimum of 36 months, among other requirements. CFA® is a trademark owned by CFA Institute.

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.