Investing involves risk, including risk of loss.

Diversification does not ensure a profit or guarantee against loss.

Fidelity has prepared the information available on this page for, and only intends to provide it to, qualified investors. Do not distribute or reproduce this information.

As with all your investments through Fidelity, and in connection with your evaluation of the security, you must make your own determination whether an investment in any particular security or securities is consistent with your investment objectives, risk tolerance, and financial situation. Fidelity is not recommending or endorsing this investment by making it available to its customers.

Alternative investments are investment products other than the traditional investments of stocks, bond, mutual funds, or ETFs. Examples of alternative investments are limited partnerships, limited liability companies, hedge funds, private equity, private debt, commodities, real estate, and promissory notes. Each customer is responsible for reviewing the terms of all offering, disclosure documents and agreements associated with any Alternative Investment and determining the appropriateness of any Alternative Investment chosen. Some of the risks associated with alternative investments are:

Alternative investments may be relatively illiquid, and there is no guarantee on the timing or amount of any dividends or distributions.

• It may be difficult to determine the current market value of the asset.
• There may be limited historical risk and return data.
• A high degree of investment analysis may be required before buying.
• Costs of purchase and sale may be relatively high.

Investments in Private Market Alternatives are speculative, may involve a high degree of risk and volatility, and are 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 program. Such investments will generally not be freely redeemable, transferable, listed on any exchange and it is not anticipated that they will be tradable.

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, 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.

The Fund 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 Fund 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 ("Investment Manager"), Fidelity Venture Growth Fund II GP LLC (the "General Partner"), Fidelity Distributors Company ("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 representations or warranties 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, the General Partner, FDC, FBS, and their respective affiliates expects, or shall have any duty, to update the information contained herein.

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 Investment Company Act of 1940, as amended (the “1940 Act”), or “knowledgeable employee” as that term is defined in Rule 3c-5(a)(4) of the 1940 Act.

RISK FACTORS

Investors should review the offering documents, including the description of risk factors contained in the Fund’s Confidential Private Placement Memorandum (as supplemented from time to time, the “Memorandum”), prior to making a decision to invest in the Fund. Investing in the Fund entails numerous risks. No guarantee or representation is made that the Fund will achieve its investment objective or that Investors will not suffer losses. An investment in the Fund involves a high degree of risk and is suitable only for sophisticated investors who are able to sustain the loss of 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, among other things, a discussion of additional risks, conflicts of interest, and regulatory and tax matters. The Fund’s performance can be volatile. The Investment Manager has total investment and disposition authority over the Fund and the use of a single adviser applying a generally similar investment strategy could mean lack of diversification and, consequentially, higher risk. The Fund’s fees and expenses may exceed any profits from the Fund’s investments.

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 large part depend on the Investment Manager’s 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. Even if a portfolio company has an initial public offering (“IPO”) or other exit transaction that is generally considered successful, there is no assurance that the Fund will make a profit on its investment in that company if the Fund invested at a higher valuation than the valuation of the company at the time that the Fund disposes of its investment in the company. While the Investment Manager will ultimately determine in its discretion when to sell (or distribute in kind) securities following a portfolio company’s IPO, it is generally anticipated that, subject to market conditions, the Fund will seek to dispose of its shares of a company reasonably soon after the expiration of any applicable post-IPO lock-up period.

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.

Venture Growth Investments Generally. A fundamental premise of venture growth (as described in the Memorandum) investing is the acceptance of illiquidity and a higher degree of risk than is generally inherent in public stock or bond investments, with the possibility of higher returns. The Fund’s investment portfolio will consist primarily of equity and equity-related investments in private companies. The disposition of a portfolio investment by the Fund will typically not occur for a number of years from the date of the initial investment in the applicable portfolio company and is typically dependent on the applicable portfolio company achieving an IPO or other liquidity event such as being acquired by another company. Prolonged periods of limited IPO or merger and acquisition activity, which can result from any number of factors, would likely extend the Fund’s holding period for its investments. The securities in which the Fund will invest are expected to take various forms, including, but not limited to, common stock, preferred stock, warrants, convertible securities, equity options and other equity or hybrid equity securities and will, in certain cases, be among the most junior in a portfolio company’s structure, and thus subject to the greatest risk of loss. An investment in the Fund therefore involves a substantial degree of risk, and the purchase of interests in the Fund should be considered only by investors able to bear the risk of loss of all or a substantial portion of their investment.

Mid/Late-Stage Private Companies. The Fund generally will make investments in mid-to-late-stage private companies that involve a high degree of business and financial risk. Such portfolio companies may have shorter operating histories on which to judge future performance and may have negative cash flow. Investments in mid- or late-stage private companies are often made at substantial valuations. There can be no assurance that such businesses will be able to achieve their growth plans in a manner that justifies such valuations or that results in increased valuations to enable the Fund to achieve a profit on its investment. Additionally, the Fund’s portfolio companies will face strong competition and may need substantial additional capital to support or to achieve a competitive position. The sectors that the Fund intends to target for investment, including but not limited to artificial intelligence, consumer internet, fintech (financial technology), and aerospace and defense, are subject to sector-specific risks. Events that have a negative impact on a particular sector that the Fund targets for investment could adversely affect the Fund’s investments in portfolio companies in that sector and returns to limited partners.

Minority Investor Risk. The Fund (individually and in the aggregate with any other funds and accounts managed by the Investment Manager and its affiliates) generally will have non-controlling, minority positions in the Fund’s portfolio companies. The Fund’s minority investments in portfolio companies will subject the Fund to actions taken by the holders of a majority in interest of such companies that may not be aligned with the Fund’s goals. The Fund likely will not be able to control or influence its portfolio companies in any meaningful way. As a result, the Fund will be reliant on the management and boards of directors of such companies, which will consist of persons that are not affiliated with the Fund and whose interests may conflict with the Fund’s interests. The Fund could therefore be adversely affected by actions taken by management or holders of a majority in interest of the portfolio companies in which the Fund invests.

Restricted Securities; Long-Term Investment; No Right to Withdraw; Illiquidity. The interests in the Fund are restricted securities under the Securities Act 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. Furthermore, limited partners generally 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 a prospective investor 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’s portfolio could have a significant effect in relation to the Fund’s capital.

Dependence on Investment Team. The Fund will depend on the diligence, skill, experience and network of business contacts of the Fund’s Investment Team. The loss of key members of the Investment Team would limit the Fund’s ability to achieve its investment objective. The Fund will be the second vehicle for which the Fund’s Investment Team (and in particular the Fund’s portfolio manager) makes the investment and disposition decisions, which also requires decisions regarding portfolio construction, allocation of capital and consideration of follow-on investments in existing portfolio companies that the Investment Team did not need to make with respect to prior Fidelity private company investments other than in respect of Fidelity Venture Capital Fund I LP.

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 other investment funds and accounts managed by Fidelity. The Fund will typically invest in portfolio companies alongside other funds and accounts managed by Fidelity. As a result of investment opportunities being made available to such other funds and accounts, the Fund may not get its full desired share of any particular investment opportunity and, in some cases, the Fund may only get a small portion of its desired share of an investment opportunity.

IMPORTANT INFORMATION

Information provided in, and presentation of, this document is for informational and educational purposes only and are not a recommendation to take any particular action, or any action at all, nor an offer or solicitation to buy or sell any securities or services presented. It is not investment advice. Fidelity does not provide legal or tax advice.

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

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.

Fidelity Diversifying Solutions LLC ("FDS") is an SEC registered investment adviser, a registered commodity pool operator and a registered commodity trading advisor. FDS is a wholly owned subsidiaries 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.