Fidelity Diversifying Solutions LLC (“FDS”) is an investment management firm primarily providing
discretionary advisory and sub-advisory services. FDS has been in business since 2022. FDS is a Fidelity
Investments company, and is wholly owned by FMR LLC. FDS is part of the Fidelity Asset Management
Solutions (FAMS) business unit which, together with its affiliates, FIAM LLC and Fidelity Institutional Asset
Management Trust Company, provides a broad array of investment solutions with its Global Institutional
Solutions (GIS), Global Asset Allocation (GAA), and institutional equity, fixed income, high income, and
alternative asset management teams.
FDS employs a broad range of investment strategies across various asset classes depending on the type
of client and their investment objectives and mandate. FDS also offers customized investment strategies
and solutions. FDS offers advice on a diverse set of investable assets depending on the investment
strategy, including a variety of investment securities and asset types inclusive of but not limited to fixed
income , high income, equities, exchange-traded funds (“ETFs”), mutual funds, private fund investments,
commodities, futures, options, swaps, other derivatives, real assets, leveraged loans, private credit
instruments, money market funds and other cash-equivalent instruments (collectively, “Investments”) on a
discretionary basis. FDS's clients are generally open-end investment companies (also referred to as
“mutual funds”), exchange-traded funds, and closed-end investment companies registered under the
Investment Company Act of 1940 (the “1940 Act”), as well as business development companies (“BDCs”),
real estate investment trusts and private (unregistered) funds, other collective investment vehicles
(collectively, the “Funds” and each a “Fund”) and to various institutional clients in separately managed
accounts and other arrangements (all collectively, “Clients” and each, a “Client”).
FDS acts as investment adviser under the terms of its management contract with each Client and has
overall responsibility for directing the Investments of each Client in accordance with its investment objective,
policies, and restrictions as provided in its registration statement filed with the SEC, offering memorandum
(or similar disclosure document), limited partnership agreement, investment management agreement or
other governing document (“Governing Documents”). Such advisory services provided to certain 1940 Act
registered and/or regulated Funds, such as mutual funds, BDCs, closed-end investment companies
(“Registered Funds”, each a “Registered Fund”), are subject to the supervision of each such Fund’s Board
of Trustees. Generally, FDS and its affiliates provide all necessary office facilities and personnel for
servicing the Funds' Investments and pays the salaries and fees of all officers of the Funds, members of
the Boards of Trustees who are “interested persons” of the Funds, FDS or its affiliates, and of all personnel
of the Funds, FDS or its affiliates who perform services relating to research, statistical, and investment
activities. With respect to the Funds, FDS provides investment advice to each Fund and not to the investors
of such Funds individually.
Certain of the Funds have issued multiple classes of units, shares or interests of which certain classes are
subject to different investment terms, including those applicable to fees, transparency and liquidity. Details
concerning applicable terms are set forth in the respective Funds' Governing Documents and side letters.
From time-to-time, FDS and/or Private Funds advised by FDS enter into agreements (often referred to in
the industry as “side letters”) with certain investors in such private funds, including its Affiliates, which may
grant terms which differ from those outlined in the private funds' governing documents. These terms may
include (i) different subscription notice periods or minimum investment amounts; (ii) the waiver or reduction
of management fees and/or incentive fees or incentive profit allocations; (iii) fee sharing arrangements, (iv)
differing redemption or withdrawal terms; (v) commitments to permit future investments in the private fund
by certain investors when the private fund is otherwise closed to new or additional investments; (vi) waiver
of confidentiality; (vii) consent to transfer of interests in the private funds; (viii) capital call limitations, and
(ix) undertakings designed to protect an investor from violating an applicable statute or administrative
regulation. Private funds and FDS have agreed and may in the future agree to provide certain investors
with supplemental information, reports and due diligence that may not be made available to all investors.
FDS sub-advises Funds or accounts for affiliated and unaffiliated advisers. Further, FDS may also serve as
an adviser or subadviser to various accounts for which FDS’ affiliates, FIL Limited, FIL’s subsidiaries or
affiliates (“FIL”) have contracted to provide investment advisory services. These accounts may include
collective investment vehicles authorized in jurisdictions outside the United States. Additionally, each of
FMR LLC, the ultimate parent company of FDS, and FIL Limited have contracted on an arms-length basis
for the provision of compliance monitoring and reporting services in their respective jurisdictions. As such,
certain individuals supporting compliance and operations functions will have access to information
concerning securities recommendations for each others' clients. Subsidiaries of FIL Limited also distribute
investment strategies advised by FDS and its affiliates outside of the U.S. FDS disclaims that it is a related
person of FIL.
In addition, FDS or its affiliates, subject to the supervision of the Board of Trustees of each relevant
Registered Fund, provides the management and administrative services necessary for the operation of the
Registered Funds. Additionally, FDS or its affiliates provide management and administrative services to
certain privately offered unregistered investment funds and institutional client accounts. Examples of the
services include, as applicable, providing facilities for maintaining each client’s operations; supervising the
Funds, or otherwise facilitating, on behalf of our Clients, relations with custodians, transfer and valuation
agents, loan servicing agents, pricing vendors, accountants, underwriters, distributors, solicitors, and other
persons dealing with clients; at the direction of the Funds or otherwise for other clients, preparing all general
shareholder communications and conducting shareholder relations; maintaining each Fund’s, if applicable,
records, registration and notice filing status of each client’s shares under applicable law, respectively;
developing management and shareholder services for each Fund, if applicable; and furnishing reports,
evaluations and analyses.
FDS is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity trading
advisor (“CTA”) and commodity pool operator (“CPO”). FDS is also a member of the National Futures
Association (the “NFA”). FDS filed a notice of claim for exemption pursuant to CFTC Rule 4.7 on March 24,
2022. Rule 4.7 exempts a CTA and a CPO that files a notice of claim for exemption from having to provide
a CFTC-mandated Disclosure Document to certain highly accredited clients known as Qualified Eligible
Participants (“QEPs”) who consent to their accounts being Rule 4.7-exempt QEP accounts.
Accordingly, FDS is exempt from the requirement to provide a CFTC Disclosure Document with respect to
its Rule 4.7-exempt QEP accounts. In addition, certain FDS supervised persons are registered with the
NFA as “associated persons” of FDS, if necessary or appropriate to perform their responsibilities.
From time to time, a manager, analyst or other employee of FDS or its affiliates will express views regarding
a particular company, security, asset, 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
FDS or its affiliates or any other person in their organizations. Any such views are subject to change at any
time based upon market or other conditions, and FDS and its affiliates disclaim 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 FDS or its affiliates are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of an account.
FDS or its affiliates generally have authority to determine which Investments to purchase or sell, the total
amount of such purchases and sales, and the brokers or dealers through which transactions are effected
as well as the hold period of each Investment. However, with respect to each discretionary account, FDS’s
and its affiliates’ authority is subject to certain limits, including applicable investment objectives, policies,
and restrictions. These limitations are based on a variety of factors, such as regulatory constraints, as well
as policies imposed by a Client’s Governing Documents or its governing body (e.g., board of trustees,
general partner, and/or investment committee) and may cause differences in an account’s holdings, risk
profile, commission rates, timing of trades and overall execution. With respect to certain of FDS’s collective
investment vehicle clients (e.g., investment companies, private funds), many of the applicable investment
policies and limitations are set out in each client’s Governing Documents, as well as certain regulatory
filings, when and if required. With regard to accounts or collective investment products governed by the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the client is responsible for a
plan’s compliance with requirements concerning Investments in “employer securities,” “employer real
property,” “qualifying employer securities” or “qualifying employer real property” (as such terms are defined
in Section 407 of ERISA) (collectively, “restricted securities”) and for identifying certain financial
intermediaries or parties in interest that could result in prohibited transactions under ERISA, including, but
not limited to, broker-dealers affiliated with such plan. The client is also responsible for informing FDS in
writing of any restrictions on account Investments (including identifying such restricted securities or parties
in interest to the plan) required in order for that plan to comply with ERISA. In the absence of such
information or notification from a client, FDS takes no responsibility to limit Investments in such restricted
securities or monitor transactions with client-affiliated financial intermediaries or other parties in interest to
the plan to the extent such restrictions are necessary to avoid a non-exempt prohibited transaction under
ERISA.
FDS does not generally provide claims filing services seeking recovery as a potential class member of a
securities class action or enter into securities litigation on behalf of its separate account clients. For FDS’s
collective investment products, FDS handles such activities according to its policies and procedures. These
policies and procedures provide for, among other things, the handling of certain events, such as dissolution
of a collective investment product prior to receipt of certain class action proceeds, and the disposition of de
minimis amounts and/or proceeds.
Upon request, FDS may provide pricing information to a client about assets held in that client’s account that
have been subject to a valuation. However, FDS does not provide pricing services.
In addition to discretionary advisory services, FDS and its affiliates may provide various forms of non-
discretionary services to Clients that include affiliated entities. Such services may include, but are not limited
to: (i) research services; (ii) investment recommendations and advisory services; (iii) advice on allocation
and use of third-party quantitative strategies in investment portfolios; (iv) providing various forms of strategy,
portfolio and Investment analysis, and recommending, on a non-discretionary basis, investment allocations
into the relevant Private Funds or other fund vehicles or into underlying assets; (v) performing qualitative
and quantitative due diligence on Investments and recommending asset allocations to those Investments;
(vi) monitoring services and pricing verifications; (vii) licenses to use its proprietary algorithms; and (viii)
certain shareholder services, including (1) additional reporting and guidance to shareholders of the relevant
Client portfolio; and (2) answering shareholder questions and providing updates regarding performance
and risk with respect to the relevant Client portfolios, as well as other investor relations functions.
Regulatory Assets Under Management:
As of December 31, 2023, FDS managed $2,602,048,037 of client assets on a discretionary basis. As of
December 31, 2023, FDS did not have any non-discretionary regulatory assets under management.