Fidelity Portfolio Advisory Service®

CLIENT AGREEMENT

Please keep this Client Agreement for your records.

1. General Agreement. This Client Agreement (the “Agreement”) specifies the terms and conditions under which Strategic Advisers, Inc. (“Strategic Advisers”) will manage the account (the “Account”) of the client shown on the Account Application (“you”) in the Fidelity Portfolio Advisory Service® (“PAS”) program. By completing and signing the Account Application, which is incorporated into this Agreement by reference, you agree to the terms of this Agreement.

By executing the Account Application, you agree to establish a brokerage account with Fidelity Brokerage Services LLC (“FBS”), an introducing broker-dealer affiliated with Strategic Advisers. FBS will carry out instructions from Strategic Advisers with respect to the management of the Account. Strategic Advisers will provide discretionary investment management services with respect to that portion of the Account that is cash or other short-term investments or that is invested in mutual funds and, if applicable, exchange-traded products (“ETFs” and, together with mutual funds, “funds”) that make up the model portfolio used by Strategic Advisers to manage the investments in your Account. Strategic Advisers will not provide discretionary investment management services with respect to any other assets you contribute to your Account, and, by entering into this Agreement, you authorize Strategic Advisers to act as your agent to sell such assets. National Financial Services LLC (“NFS”), another broker-dealer affiliated with Strategic Advisers and FBS, will provide custodial and related recordkeeping and reporting services at no additional fee. The main address for NFS is 200 Seaport Boulevard, Boston, MA 02210. The mailing address of NFS is One Destiny Way, Mail Zone: WA1M, Westlake, TX 76262. In the case of mutual funds, your shares will be held either in your name or in the name of NFS or its agents on the records of the funds’ transfer agents. Your investments in ETFs will be held in street name by NFS (or at a securities depository on its behalf). You will receive shareholder communications relating to the funds in your Account.

During your participation in the PAS program, the Account will not be available for brokerage activities, outside of activities directed by Strategic Advisers, including, but not limited to, margin trading or trading of securities by you or any of your designated agents. Further, FBS’s responsibilities for the Account shall be limited solely to brokerage services relating to your participation in the applicable PAS program, and FBS shall not act as your investment adviser or fiduciary in connection with the PAS program or the Account. The activities for this Account will not apply or be related to any other activities or accounts that you may maintain with Strategic Advisers and its affiliates (collectively referred to as “Fidelity” or “Fidelity Investments”).

Further, by executing the Account Application, you acknowledge that a Fidelity money market fund will serve as the core position for your Account (the “Core Position”). Your Core Position is used to hold any Account assets pending investment or withdrawal, except as otherwise provided in Section 14(b) below. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund’s sponsor, have no legal obligation to provide financial support to money market funds and you should not expect that the sponsor will provide financial support to the fund at any time.

Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund’s weekly liquid assets fall below 30% of its total assets because of market conditions or other factors.

This Agreement includes and incorporates by reference the Account Application, the Fundamentals document described in Section 5 below, and any supplements, statements, disclosures and other agreements that state they incorporate by reference this Agreement (each a “Supplement”) for products or services for which you apply. For purposes of this Agreement, “we,” “us,” and “our” mean Strategic Advisers and its employees, agents, and representatives. To the extent this Agreement conflicts with any provision contained in the Account Application, the Fundamentals, or any Supplement, the provisions of this Agreement shall control. This Agreement supersedes any previous agreements made by you individually with Strategic Advisers relating to your Account, and if your Account is held jointly or in other combinations, it supersedes any previous agreements made by the same parties to this Agreement with Strategic Advisers relating to your Account to the extent the subject matter is covered in this Agreement.

2. Advisory Services. The PAS program is designed to help you invest according to asset allocation principles. Based on your individ-ual (or your Account’s) financial situation, investment objectives, risk tolerance, planned investment time horizon, and other information you have provided in your Investor Profile Questionnaire (your “IPQ information”), Strategic Advisers has proposed a long-term asset allocation as the basis for its investment management services for your Account as described in the Fundamentals. By entering into this Agreement, you authorize us to manage the assets in your Account on a discretionary basis, except for any assets you specifically authorize or direct us to sell, and subject to any limitations on our management described in the sections below.

We will allocate and, when appropriate, reallocate the assets in your Account among various funds managed by our affiliates (“Fidelity funds”) and other unaffiliated funds not managed by our affiliates (“non-Fidelity funds”) available through PAS and included in the model portfolio used by Strategic Advisers to manage your Account. We may, without your further consent, delegate any or all of

our responsibilities under the Agreement to one or more affiliated or unaffiliated advisers on such terms as we may determine. If so delegated, our rights and obligations under this Agreement will apply equally to the affiliated or unaffiliated adviser to the extent applicable, and that adviser will be deemed a third-party beneficiary of this Agreement with the ability to enforce its terms as if it were a party.

This Agreement relates to the advisory services provided by Strategic Advisers to your Account (the “Advisory Services”). Except as otherwise provided in this Agreement or in the Account Application, it does not include or otherwise apply to services provided by our non-advisory affiliates or to services provided with respect to assets not held in your Account.

3. Your IPQ Information, Portfolio Preferences, and Proposed Asset Allocation. Unless you have selected a long-term asset allocation different from that proposed by Strategic Advisers, we will manage the assets in your Account according to your IPQ Information, including any reasonable restrictions that you may wish to impose on our management of your Account and that we accept. Depending on your circumstances, Strategic Advisers may suggest a long-term asset allocation for your Account, or you may select a long-term asset allocation that you believe is most appropriate. If you have selected a long-term asset allocation different from that proposed by Strategic Advisers, you understand and acknowledge that you are directing Strategic Advisers to manage your Account according to such long-term asset allocation and that you, not Strategic Advisers, are responsible for such direction. In such circumstances, Strategic Advisers will provide discretionary management consistent with the long-term asset allocation you have selected. You should be aware that the performance of your Account will differ from the performance of an account managed according to the long-term asset allocation originally proposed by Strategic Advisers. For additional information about the long-term asset allocation you have selected, please refer to your Investment Proposal.

As discussed in the Fundamentals, the PAS program offers investment preferences for the management of your Account that differ from one another with respect to the types of funds used in the model portfolio associated with the long-term asset allocation used in managing your Account. You may select among these investment preferences based on your goals for your Account, and Strategic Advisers will not advise you on which investment preference you should select. In general, Strategic Advisers and its affiliates receive more compensation for the management of the Blended, All Fidelity and Defensive Strategy preferences. Please see the Fee Supplement to this Agreement for more information about the fee schedules applicable to each of these investment preferences.

You continue to be responsible for notifying Strategic Advisers of any changes to your personal circumstances or long-term goals. As your investment strategy is designed to be a long-term asset allocation, please note that if you change your direction as to asset allocation frequently, Strategic Advisers may terminate your participation in the PAS program. You represent that your IPQ Information is accurate and complete in all material respects, and Strategic Advisers bears no responsibility for investment management decisions or other actions taken on the basis of inaccurate, incomplete, or outdated IPQ Information you supply. You agree to notify us promptly of any change in your IPQ Information, including reasonable modifications to existing restrictions and of any change that may affect the manner in which we should allocate or invest the assets in your Account. You have the opportunity to impose reasonable restrictions on the management of your Account, subject to Strategic Advisers’ acceptance of any such restriction, possibly producing lower overall results. We do not take responsibility for the impact of any such restriction on your Account, and you acknowledge that your Account performance may vary from that of our standard investment strategies as a result of any such restriction. Our compliance with any such restrictions will be determined on the date of purchase only, based on the price and characteristics of the investment on the date of purchase, and a restriction will not be deemed breached as a result of changes in the value or status of an investment following purchase. We will provide substantially the same asset allocation to different clients with substantially the same IPQ responses.

4. Account Opening Information. To help the government fight the funding of terrorism and money-laundering activities, federal law requires that we or our affiliates verify your identity by obtaining your name, date of birth, residential address, and a govern-ment-issued identification number before opening your Account. In certain circumstances, we or our affiliates may obtain and verify this information with respect to any person(s) authorized to effect transactions in an Account. For certain entities, such as trusts, estates, corporations, partnerships, or other organizations, identifying documentation is also required. Your Account may be restricted or closed if we or our affiliates cannot verify this information for any reason.

We and our affiliates will not be responsible for any losses or damages (including, but not limited to, lost opportunities) resulting from any failure to provide or verify this information, or from any restriction placed on, or closing of, your Account. Any information you provide to us may be shared with our affiliates and third parties for the purpose of validating your identity, and may be shared for other purposes in accordance with our Privacy Policy. Any information you give to us may be subject to verification, and you authorize us and our affiliates to obtain a credit report about you at any time. On written request, you will be provided the name and address of the credit reporting agency used.

In keeping with federal and state laws, and with securities industry regulations, you agree to notify FBS in writing if any of the following occur at any time while your Account remains open, with all terms in quotes defined as being within the meaning of the Securities Act of 1933 (the “Securities Act”):

• if you, your spouse, or an immediate family member residing in the same household is, or later becomes, an employee of or oth-erwise associated with a stock exchange, a member firm of an exchange or the Financial Industry Regulatory Authority (FINRA), a municipal securities dealer, or Fidelity;

• if you are, or later become, an “affiliate” or “control person” with respect to any security held in your Account; or

• if any transactions in your Account regarding securities, the resale, transfer, delivery, or negotiation of which, must be reported under state or federal laws.

You also agree:

• if you, your spouse, or an immediate family member residing in the same household is, or later becomes, an employee of or otherwise associated with a stock exchange, a member firm of an exchange or FINRA, or a municipal securities dealer, that you, your spouse, or family member, as appropriate, has obtained, or will obtain, consent of such financial institution to open and main-tain your Account, and you authorize Fidelity upon request by such financial institution to transmit thereto or to such institution’s designee, copies of confirmations and statements, or the transactional data contained therein, with respect to your Account;

• to ensure that your Account transactions comply with all applicable laws and regulations, understanding that any transaction sub-ject to special conditions may be delayed until those conditions are met;

• to comply with all policies and procedures concerning “restricted” and “control” securities that FBS may require; and

• to comply with any insider trading policies that may apply to you as an employee or “affiliate” of the issuer of a security.

PAS is not available to foreign investors. In order to open an Account, you must: (1) be a U.S. person (including a U.S. resident alien), (2) have a valid U.S. permanent (no PO Box) mailing address (with the exception of U.S. military personnel residing outside the U.S. with Army Post Office [APO] or Fleet Post Office [FPO] addresses), and (3) have a valid U.S. taxpayer identification number. If you or another individual associated with your Account resides outside the U.S. and you have an existing relationship with Fidelity, Fidelity may at any time in its sole discretion terminate that relationship, or modify your rights to access any or all Account features, products or services. By opening and maintaining an Account with Fidelity, you acknowledge that Fidelity does not solicit offers to buy or sell securities, or any other product or service, or offer investment advice, to any person in any jurisdiction where such offer, solicitation purchase or sale would be unlawful under the laws of such jurisdiction.

Residents of Louisiana: If you are opening a joint account in Louisiana, you should be aware that Louisiana does not recognize certain types of joint account registrations. As a result, Fidelity will only establish a joint account when directed by you to do so and only when you direct Fidelity to establish such account as tenants in common. In connection with your direction to establish this type of joint account, each account owner expressly and irrevocably renounces the right to concur in the disposition or alienation of the account by the other account owner for the entire time the account is open, or the longest term allowed by applicable law.

Wisconsin Marital Property Act: Married Wisconsin residents should be aware that no provision of any marital property agreement, unilateral agreement, or court decree under Wisconsin’s Marital Property Act will adversely affect a creditor’s interest unless, prior to the time credit is granted, the creditor is furnished a copy of, or given complete information about, that agreement or decree.

5. Additional Terms in Fundamentals Brochure. This Agreement and the management of your Account are governed by the terms of the Program Fundamentals applicable to your Advisory Service (the “Fundamentals”), and as such may be amended by Strategic Advisers from time to time and that are incorporated by reference herein. You acknowledge that you have read and understand the Fundamentals applicable to your PAS Account and agree to its terms.

6. Advisory Fee and Credit Amount. You will pay us an annual advisory fee based on a percentage of the market value of assets on which the fee is calculated. Please note: All fees are subject to change. The annual advisory fee is calculated based on average daily assets in your Account as determined on the last day of the quarter and is applied on a quarterly basis, in arrears, and is due at the end of each quarter. For additional details about advisory fees applicable to your Account, please refer to the Fee Supplement to this Agreement. The annual net advisory fee covers our investment management team’s ongoing management of your Account assets, including any trading costs and commissions, including commissions associated with the purchase and sale of ETFs effected through Strategic Advisers’ affiliated broker-dealers, the communications sent to you to keep you informed about your Account, and the personal service you receive from your Fidelity representative. Your Fidelity representative is your ongoing liaison between you and the investment management team. The fee does not cover charges resulting from trades effected with or through broker-dealers other than our affiliates, or markups or markdowns by other such broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differen-tials, handling charges, electronic fund and wire transfer fees, and any other charges imposed by law or otherwise agreed to with regard to your Account. One non–Fidelity-related charge applies to sales of securities made for Accounts — an industry-wide charge mandated by the Securities and Exchange Commission and totaling a few cents per $1,000 of securities sold. The amount of this regulatory fee may vary over time, and because variations might not be immediately known to Fidelity, the amount may be estimated and assessed in advance. To the extent that such estimated amount differs from the actual amount of the regulatory fee, Fidelity may retain the excess. These charges will be reflected on your trade confirmations and/or monthly statements to the extent applicable.

Your annual gross advisory fee is reduced by a Credit Amount. The purpose of the Credit Amount is to reduce your annual advisory fee by the amount of the fees or other compensation, if any, received by Strategic Advisers or its affiliates from Fidelity and non-Fidelity funds or their affiliates for investment management or certain other services as a result of your Account’s investments in such funds. This Credit Amount is calculated daily and applied quarterly. For additional details about the Credit Amount applicable to your Account and how it is calculated, please refer to the Fee Supplement to this Agreement. The resulting amounts received with respect to the invest-ments by your Account will be added together to arrive at the total Credit Amount. The total Credit Amount will be applied against the gross advisory fee to arrive at the net advisory fee.

The net advisory fee does not include underlying fund expenses taken at the individual fund level for any funds in your Account. These are the standard expenses that all fund shareholders pay. Some of these underlying fund expenses will be paid to Strategic Advisers or its affiliates and will be reflected in the Credit Amount.

The compensation we or our affiliates receive related to your investment in Fidelity funds may exceed the compensation received from your investments in non-Fidelity funds, however the application of the Credit Amount is intended to address this point. For a description of the fees paid by a fund, please refer to the prospectus for that fund. The net advisory fee is based on the total value of assets in the Fidelity accounts that are eligible to be aggregated for fee purposes, and is prorated based on days Strategic Advisers managed your Account. Should your participation in the PAS program terminate during a calendar quarter, we will retain an amount equal to the advisory fee for the period your Account assets were managed for the quarter.

Advisory fees for your Account will be deducted from your Account on a quarterly basis by NFS, and funds selected by the investment management team will be liquidated to cover the fee. In rare circumstances, we may agree to negotiate the fee for large accounts; this may result in certain clients paying less than the standard fee. For additional information about other methods to pay your fees, please con-tact your representative. The advisory fee may be waived, in whole or in part, at our sole discretion, in connection with promotional efforts and other programs. In addition, we may waive, in whole or in part, the fee for employees, eligible family members, and eligible retirees of Fidelity Investments and as such, fee invoices will not be provided. We will notify you of any change in the advisory fees paid by you, and you will be deemed to have approved such fee changes by any subsequent purchase and sale of shares of securities in your Account, unless you object by sending written notice to us within thirty (30) days from the date of notification.

7. Execution of Transactions in ETFs. If you deposit, transfer, or contribute funds into your Account, you acknowledge that they will be managed on a discretionary basis and you authorize and direct us to sell the funds when, in our discretion, it is appropriate to do so. We will reinvest the proceeds from the sale of these funds into funds selected by the investment management team as appropriate for your Account. You authorize us to place trades with NFS if we reasonably believe that the quality of the execution of the transaction is comparable to what could be obtained through other qualified brokers or dealers. You will not be charged commissions on trans-actions, including transactions in ETFs, executed through NFS. NFS receives remuneration, compensation, or other consideration for directing orders for equity securities to particular broker-dealers or market centers for execution. Such consideration, if any, may take the form of financial credits, monetary payments, rebates, volume discounts, or reciprocal business; provided, however, that NFS does not receive any consideration in connection with directing trades for your Account to market centers for execution. The details of any credit, payment, rebate, or other form of compensation received by NFS in connection with the routing of a particular order will be provided upon your request, and an explanation of NFS’s order-routing practices will be provided to you on an annual basis and at your request.

You may elect to transfer certain funds into your Account; please see the Fundamentals applicable to your Advisory Service for additional information as to what types of funds will be accepted for transfer into your Account. Should you transfer non-eligible funds into your Account, Strategic Advisers will liquidate those funds on your behalf as soon as reasonably practical, and you acknowledge that transferring such funds into your Account acts as a direction to Strategic Advisers to sell any such funds as soon as reasonably practicable. You may be charged a redemption fee, as specified in the prospectus for each mutual fund, or any other fees applicable to the sale or to the brokerage account from which assets are being liquidated or transferred. In order for these liquidations to occur, your Account must first meet all requirements to be considered “in good order” for Strategic Advisers to manage, including meeting the minimum investment amount and holding only certain eligible funds. We will reinvest the proceeds from the sale of such non-eligible funds you contribute to your Account into eligible funds as appropriate for your Account.

In connection with ownership of non-U.S. securities, in order to comply with the rules and regulations of the non-U.S. market in which the secu-rity was issued, you authorize us to disclose your personal information, including, but not limited to, name, address, and country of citizenship and/or residence, in accordance with such rules and regulations, in order to ensure your rights and privileges as the owner of such securities.

You authorize us to effect “agency cross trades” (that is, trades in which we or any person controlling, controlled by, or under common control with us, acts as investment adviser to you, and as broker for you and for the party or parties on the other side of the trade) for your Account to the extent permitted by law. You acknowledge that (i) we or our affiliates may receive compensation from the other party to these agency cross trades; (ii) as such, we will have a potentially conflicting division of loyalties and responsibilities regarding the parties to the transaction; and (iii) you can revoke, without penalty, your authorization at any time by written notice to us, which revocation will terminate the Advisory Services. You agree that, to the extent permitted by law and applicable policies and procedures, we may effect “advisor cross trades” involving your Account, in which a security is sold from one account advised by us or our affiliates and bought for another such advised account through a book-entry transfer. We will effect such advisor cross trades when we believe it is desirable to buy for one client securities another client owns and such trades are in the best interests of all clients involved. We will only effect advisor cross trades in securities for which market quotations are readily available. Advisor cross trades will be done through a book-entry transfer, either directly or through a broker-dealer (including FBS or NFS), at the independent current market price of the security. Neither we, our affiliates, nor any broker-dealer through which these trades may be effected receives any commissions or other compensation in connection with advisor cross trades, although small administrative or transfer fees may be included in the price of the security bought or sold.

When we effect trades for your Account, we may aggregate these trades with trades for other clients when, in our judgment, aggregation is in the best interest of all clients involved. Orders are aggregated to facilitate seeking best execution, to negotiate more favorable commission rates, or to allocate equitably among clients the effects of any market fluctuations that might have otherwise occurred had these orders been placed independently. The transactions are averaged as to price and allocated as to amount according to the daily purchase and sale orders actually placed for each client Account.

8. Prospectus. All investments are subject to the terms of a relevant prospectus, including associated fees, if any. You or your stated designee will receive prospectuses when the funds are initially introduced to you and at any time a new fund is purchased for your Account. If you receive the prospectus directly, you acknowledge that it is your responsibility to read all prospectuses, including the prospectuses of any fund into which you exchange, when they are received and to notify a Fidelity representative immediately of any terms of the prospectuses that are not acceptable to you.

9. Valuation and Tax Issues. The market value of mutual funds held in your Account will be determined based on the net asset value of each such fund. In computing the market value of any ETFs held in your Account, we will value ETFs listed on a national securities exchange at the closing price, as of the valuation date, on the principal exchange or market on which such ETFs are traded. Securities that are not listed on a national securities exchange will be valued in a manner determined by us in good faith to reflect market value. You may have an economic and taxable gain or loss when securities are sold or redeemed. In the case of a tax-advantaged retirement Account, distributions may be taxable as ordinary income. You are responsible for all tax liabilities arising from transactions in your Account, for the adequacy and accuracy of any positions taken on your tax returns, for the actual filing of your tax returns, and the remittance of tax payments to taxing authorities. Tax laws and regulations change frequently and their application can vary widely based on the specific facts and circumstances involved. Please consult your own tax advisor regarding your specific tax situation. You understand that we may buy and sell shares of funds held in your Account fairly often and that each purchase and sale may be a taxable event for you. We do not offer tax advice and do not actively manage for alternative minimum taxes; state or local taxes; foreign taxes on non-U.S. investments; or estate, gift, or generation-skipping transfer taxes. Strategic Advisers does not actively apply tax-sensitive investment management strategies in its management of PAS Accounts. Please contact your tax advisor as necessary.

10. Proxy Voting, Legal Proceedings, Trade Confirmations, and Statements. In general, we do not acquire or exercise proxy voting on your behalf in connection with the Advisory Services. Unless you direct otherwise, you will receive proxy materials directly from the issuers of funds, their service providers, or NFS. We will not advise you on the voting of proxies. Any proxy voting must be exercised by you di-rectly; however, you must direct Strategic Advisers to vote any proxies with respect to shares of any fund of funds held in your Account in proportion to the votes cast by other fund shareholders. You agree that we will not advise you or act on your behalf in any legal proceed-ings, including bankruptcies or class actions, involving securities held or previously held in your Account or of the issuers of such securities.

Notwithstanding the foregoing, you may request that Strategic Advisers act as your agent for receipt of certain legally required communications, including prospectuses, annual and semiannual reports, and proxy materials, for non-Fidelity funds. You may also direct Strategic Advisers to act as your agent to vote proxies on your behalf for the funds held in your Account. For Fidelity funds, you may instruct Strategic Advisers to vote proxies of a Fidelity fund in the same proportion as the vote of all other holders of such Fidelity fund. For non-Fidelity funds you may instruct Strategic Advisers to vote proxies pursuant to the directions provided by Institutional Shareholder Services Inc. (ISS), an unaffiliated third-party proxy advisory services provider. To the extent that you elect to have Strategic Advisers act as your agent with respect to the voting of proxies, you acknowledge that Strategic Advisers is acting solely at your direction, and does not exercise discretion with respect to the voting of any proxy. For more information about ISS’s proxy voting policies, please see the ISS proxy voting guidelines summary included with your Account materials, or contact your representative.

NFS will send trade confirmations to you promptly following every securities transaction in your Account; provided, however, that NFS will not provide confirmations of automatic investments, automatic withdrawals, dividend reinvestments, or other transactions that involve your Core Position. For these activities, your regular account statement will serve in lieu of a confirmation. NFS will send Account statements detailing your holdings and transaction information on a monthly basis. You may elect to have trade confirmations and Account statements sent to your attention or that of your designee either by U.S. mail or electronically. As a convenience, NFS may make electronic versions of your trade confirmations available electronically through Fidelity.com if you have elected to receive account communications electronically.

If you live with immediate family members who also have eligible Fidelity accounts, you can “household” those accounts to potentially qualify for enhanced services and features. You may elect to have accounts householded by completing the information requested at https://www.fidelity.com/customer-service/how-to-relationship-householding. You may also elect to have your statements combined or householded by completing the information requested at https://www.fidelity.com/customer-service/how-to-combine-statements. By electing to participate in householding, you agree that Fidelity may provide the financial institutions employing any householded account holders, or with which any such account holders are otherwise associated (or such financial institutions’ designees), with your Account statements, trade confirmations, or other documents at the request of any such financial institution.

11. Risk Acknowledgment. Investments in your Account are subject to the risks associated with investing in funds and other securities and will not always be profitable. We do not guarantee the results of our Advisory Services, or that the objectives of the funds or your Account will be met. We will not offer any Advisory Services with respect to, or be responsible for, any of your assets not being managed by us as part of the PAS program. However, if during establishment of your relationship or a subsequent periodic or other review, you inform us of such assets (including those in any separate brokerage account you may otherwise have with FBS or NFS), we may consider them in connection with our determination of an appropriate asset allocation strategy, but this does not mean that our investment advisory relationship with you extends to these other assets (or that any separate brokerage account you have with FBS or NFS is an investment advisory account). Except as otherwise provided by law, we and our affiliates will not be liable for:

• Any loss resulting from following your instructions or using inaccurate, outdated, or incomplete information you provide,

• Any act or failure to act by a fund or any of its agents or any other third party, or

• Any loss in the market value of your Account, except for losses resulting from our bad faith, willful misconduct, or gross negligence.

Federal and state securities laws impose liabilities in certain circumstances on persons who act in good faith, and nothing in this Agreement waives or limits any rights you have under these laws. You understand that we may buy and sell shares of funds held in your Account fairly often and that each buy and sell in a nonretirement Account may result in tax consequences to you.

Nondeposit investment products offered through NFS, FBS, and their affiliates are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, are not obligations of any bank, and are subject to risk, including possible loss of principal.

12. Representations. Unless you are employed by us or any of our affiliates, you represent that you are independent of and unrelat-ed to us and our affiliates. You represent that you have the authority to retain us to manage your Account and to negotiate the terms of and enter into this Agreement. You agree to notify us in writing of any event that might affect your authority or the validity of this Agreement. You agree to indemnify and hold us and our affiliates harmless from and against all losses, costs (including court costs), or damages, whether direct, indirect, special, incidental, consequential, punitive, or otherwise of any kind, claims, demands, proceedings, suits and actions, and all liabilities and expenses (including legal fees) resulting from, in connection with, or arising out of any actions taken or not taken by us or our affiliates in good faith reliance on representations made by or on behalf of you in this Agreement. You acknowledge that the Advisory Services are not designed to provide tax advice of any kind. You further agree that, if you have autho-rized someone to act on your behalf with respect to your Account, any and all disclosures, required or otherwise, may be provided solely to the individual acting on your behalf as part of the scope of his or her authority.

13. Other Advisory Activities. We and our affiliates provide advisory services and manage accounts for many types of clients and also conduct a broad range of other advisory and brokerage activities. The advisory services provided to, or action taken for, any other clients or accounts, including our own accounts or the accounts of our affiliates and their related persons, may differ from the Advisory Services provided or action taken for your Account. We and our affiliates are not obligated to invest in or otherwise propose to you any investment that may be proposed, bought, or sold for any other clients or accounts, including our own accounts and those of our affiliates and their related persons.

14. Termination.

(a) Termination or Suspension of Advisory Services.

Either party may terminate this Agreement at any time by written notice to the other party. On termination, we will discontinue the management of your Account and will calculate and deduct from your Account any advisory fees due, which will be prorated based on the number of days we provided Advisory Services for your Account during the quarter. If you terminate the Agreement, you must also instruct Strategic Advisers to either (i) liquidate your Account and send the proceeds to you or another account specified by you, or (ii) transfer the assets held in your Account to another account specified by you. Upon the termination of our Advisory Services, you agree that, absent special circumstances, we will redeem any and all shares held in your Account of certain mutual funds that you would not be able to purchase directly as a retail investor and to invest proceeds from such redemption in lieu of such shares in your Core Position. We also reserve the right, and you authorize us, to close your Account (either at the time of the termination of the Agreement or at a later date). Upon notice of our intention to terminate this Agreement, we may request instructions from you as to where assets should be trans-ferred, but we reserve the right, and you authorize us, to place trading restrictions on your Account, and to charge reasonable custody fees until such time as we receive such instructions from you. If transfer instructions are not received from you within the time period we may specify in our written notice for receipt of such instructions, we reserve the right, and you authorize us, to transfer any securities and other assets remaining in your Account to an identically registered brokerage account you may have already established with FBS or any of its affiliates. As an alternative to such transfer or if there is no such identically registered brokerage account, we reserve the right, and you authorize us, to transfer any remaining securities and other assets to you in kind. Where, based on the type of securities and other assets held in your Account, we may not be able to transfer the securities and other assets in kind, we reserve the right, and you authorize us, to sell or redeem your securities and other assets and to transfer proceeds to you in lieu of securities. You may have an economic and/or taxable gain or loss when securities are redeemed or sold. As an Account owner, you are responsible for satisfying all debits on your Account, including any debit balance outstanding after all assets have been removed from an Account and any costs (such as legal fees) that we incur in collecting the debit. In certain instances, we may settle a debit balance with money from another like-registered account at Fidelity. Termination will not affect: (i) the validity of any action we have previously taken, (ii) any liabilities or obligations for transactions initiated before termination, or (iii) our right to retain fees for services rendered under this Agreement. We will have no obligation to rec-ommend or take any action with regard to assets in your Account after the termination of this Agreement (except as directed by you). We reserve the right to terminate or suspend our Advisory Services for your Account (or for any portion of your Account) and/or place other restrictions on your Account upon thirty (30) days’ written notice to you, including without limitation, where you have not provided us with information we have requested that we deem necessary, or appropriate, to manage your Account. Certain instances may arise where we may need to suspend investment management of your Account and/or restrict your Account without prior notice, including, without lim-itation, if you or another individual associated with your Account resides outside the United States or otherwise to comply with applicable law, rule, or regulation. In such instances, we will contact you with further instructions.

(b) Self-Directed Brokerage Account; Rights and Responsibilities.

Upon the suspension or termination of our Advisory Services for your Account as described above, unless you direct us otherwise, your Account will become a self-directed brokerage account with FBS over which you will have exclusive control and responsibility, subject to the terms specified below. In such event, the activities that may be conducted in your Account will be restricted, and you will be responsible for FBS’s ordinary brokerage fees and commissions, as provided in the then current fee schedule that will be provided to you at that time by FBS. Please note to the extent that your Account is converted to a self-directed brokerage account, the fee credit noted in Section 6

above will not apply to your Account. In general, the self-directed brokerage account that remains upon the suspension or termination of our Advisory Services may not be used for ongoing trading activity, other than for distributions and transfers out of the Account, and all instructions regarding the Account must be communicated to your Fidelity representative in person or by telephone; electronic orders will not be accepted. No additional deposits to your Account will be accepted other than earnings (such as dividends, interest, and capital gains) subject to automatic reinvestment. All settlement proceeds from liquidation transactions in your Account will be held in your Core Position pending distribution; provided, however, that if the suspension or termination of our Advisory Services for your Account is the result of you or another individual associated with your Account residing outside the United States in any country other than Canada, then all settlement proceeds from liquidation transactions will be held as a free credit balance (the “Free Credit Balance”) pending distribution, and will not be reinvested in your Core Position. The Free Credit Balance represents an amount payable to you on demand by Fidelity. Subject to applicable law, Fidelity may use this Free Credit Balance in connection with its business. Fidelity may, but is not required to, pay you interest on this Free Credit Balance provided that the accrued interest for a given day is at least half a cent. Interest, if paid, will be based upon a schedule set by Fidelity, which may change from time to time at Fidelity’s sole discretion. Upon complete liquidation, your Account will be closed. Please contact your Fidelity representative for additional information.

In the event that your Account becomes a self-directed brokerage account due to the suspension or termination of our Advisory Services, you agree to accept full responsibility for the content and accuracy of all authorized instructions placed in the account and for all results and consequences of these instructions. This includes investment decisions and trading orders and all instructions placed by you or any person you authorize. In such event, you agree that you will be responsible for monitoring the self-directed brokerage account and notifying FBS of any errors you notice in the account. Under such circumstances, you agree to monitor all confirmations, account statements, and other communications sent by FBS (or NFS) to you and to notify FBS immediately if: (i) you receive a confirmation of an order you did not place or any similar conflicting report; or (ii) there is any other type of discrepancy or suspicious or unexplained occurrence in the account. If either of these conditions occurs and you fail to notify FBS immediately, neither we, FBS, NFS, nor any of our other affiliates will be liable for any consequences. Notwithstanding anything to the contrary in this Agreement, FBS and its affiliates retain the right to refuse to effect any transaction in their sole discretion.

In the event that your Account becomes a self-directed brokerage account due to the suspension or termination of our Advisory Services, you acknowledge and agree that volatile markets may expose the self-directed brokerage account to increased challenges and risks, which may include the following: (i) delays in quotes, order execution, and reporting, which may cause information that ordinarily is reported in real time to be delayed, and securities prices can change significantly during such delays; (ii) it may not be possible to cancel an order previously submitted, even if you have received a confirmation that your cancelled order was received, and it is your responsibility to ensure that your order was cancelled before entering a replacement order; (iii) certain securities such as initial public offerings trading in the secondary markets and Internet and technology-related stocks may be subject to particularly high price volatility, and you should consider managing your risk with limit orders; and (iv) access to FBS may be delayed by factors such as high telephone volume or systems capacity limitations.

You acknowledge and agree that FBS routes most of its orders to NFS, an affiliate of FBS. NFS transmits customer orders for execution to various exchanges or market centers based on a number of factors. These include size of the order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing, and execution cost. Some market centers may execute orders at prices superior to the publicly quoted market. NFS’s order-routing policies are designed to result in transaction processing that is favorable to its customers. Where a customer directs the market center to which an order is routed, NFS will route the order to such market center in accordance with the customer’s instructions without regard to its general order routing practices. FBS and/or NFS may receive remuneration, compensation, or other consideration for directing customer orders for equity securities held in self-directed brokerage accounts to certain market centers for execution. Such consideration may take the form of financial credits, monetary payments, rebates, volume discounts, or reciprocal business. The details of any credit, payment, rebate, or other form of compensation received in connection with the routing of a particular order will be provided upon request, and an explanation of order-routing practices will be provided on an annual basis. NFS may execute certain self-directed brokerage account orders as principal. The offering broker, which may be NFS, may separately mark up or mark down the price of the security and may realize a trading profit or loss on the transaction. In addition, from time to time, NFS may provide aggregated trade execution data to customers and prospective customers.

You acknowledge and agree that all transactions effected through FBS will be subject to the constitution, rules, regulations, customs, and usages of the exchange, market, or clearinghouse where executed, as well as to any applicable federal or state laws, rules, or regulations (“Applicable Law”). You agree that various federal and state laws or regulations may be applicable to transactions in your self-directed brokerage account regarding the resale, transfer, delivery, or negotiation of securities, including the Securities Act and Rules 144, 144A, 145, and 701 thereunder. You agree that it is your responsibility to notify us of the status of such securities and to ensure that any transaction you effect with FBS will be in conformity with Applicable Law.

(c) Joint Accounts and Custody Accounts.

If your Account is a joint Account, then upon suspension or termination of our Advisory Services, certain additional conditions will apply. In such event, FBS will be under no obligation to question the purposes or propriety of any instructions of a joint account owner or authorized person that appears to be authentic, or to let other joint account owners know about any changes a joint account owner made to the account, unless FBS has received written notice to the contrary from an authorized person and in good order, at the address for notices provided in Section 15 below (or such other address for customer communications that will be provided to you). FBS reserves the right to require, at any time, the written consent from all joint account owners and/or authorized persons before acting on any instructions from a joint account owner or authorized person, but FBS uses this right only at its own discretion and for its own protection or the protection of its affiliates.

Laws governing ownership of property vary from state to state. You understand and agree that you are responsible for verifying that the joint registration you select is valid in your state. Generally, however, for joint tenants with rights of survivorship, in the event of the death of either tenant, the entire interest in the joint account shall be vested in the surviving joint tenant on the same terms and conditions. For tenants in common, the interest in each tenancy shall be equal unless specified, and in the event of death of either tenant the interest in their share of the tenancy shall vest in the decedent’s legal representative. State laws regulating community property vary. Consult your own legal advisor.

If your Account is a custodial account, you understand and agree that FBS will maintain an account established under the designated state Uniform Gifts to Minors Act (“UGMA”) or Uniform Transfers to Minors Act (“UTMA”) and for which you are custodian. You under-stand, represent, and warrant that the assets in the account belong to the minor and all such assets, whether or not transferred out of Fidelity UGMA/UTMA accounts, will be used by you only for the benefit of the minor. As used herein, “you” or “your” shall refer to the custodian or to the minors as the context may require.

(d) Checks from Your Account.

You are responsible for ensuring that checks issued to you representing distributions from your Account are promptly presented for payment. If a check issued to you from your Account remains uncashed and outstanding for at least six months, you authorize and instruct Fidelity to cancel the check and return the underlying proceeds to you by depositing the proceeds into your Account’s Core Position.

(e) Unclaimed Property.

Your Account balance and certain uncashed checks issued from your Account may be transferred to a state unclaimed property administrator if no activity occurs in the Account or the check remains outstanding within the time period specified by the applicable state law. Certain instances may arise where we may need to suspend investment management of your Account without prior notice. In such instances, we will contact you with further instructions.

(f) Termination of Self-Directed Brokerage Account.

Your self-directed brokerage account may be terminated by you or FBS at any time. This Agreement will remain in effect until termination is acknowledged by an authorized representative of FBS; however, you acknowledge and agree that if you authorize the closing of your self- directed brokerage account through written or verbal communication or by drawing down the balance of this account to zero, FBS may terminate this Agreement without sending written notice. You will remain responsible for all charges, debit items, or other transactions initiated or authorized by you, whether arising before or after termination of your self-directed brokerage account. FBS reserves the right to charge a service fee or close any self-directed brokerage account that fails to meet certain minimum activity or balance requirements, or charge reasonable inactivity fees or to cease paying interest on an account, and further reserves the right to close any self-directed brokerage account or remit credit balances for any reason including, but not limited to, insufficient investment activity in accordance with applicable law. FBS will notify you if any charges are imposed. Termination will result in the cancellation of your self-directed brokerage account and other features or privileges.

15. Consumer Reporting Agencies. We and our affiliates may report information about your Account to credit bureaus. Late payments, missed payments, or other defaults on your Account may be reflected in your credit report. We and our affiliates may also provide information about you and your Account, as well as the activity in your Account, to one or more consumer reporting agencies. If you believe that information we or our affiliates have provided about you, your Account, or the activity in your Account is not accurate, you may notify us at: Fidelity Investments, ATTN: Customer Data Disputes, P.O. Box 770001, Cincinnati, OH 45277-0045. In order for us to investigate any dispute that you may submit to us with respect to information that we or our affiliates have provided, please provide us with the following information: (i) your name, address, and account number; (ii) an identification of the specific information that you believe is not accurate; and (iii) an explanation of the basis for your dispute.

16. Notices. Any notice given in connection with this Agreement (other than the information specified above) will be deemed delivered if personally delivered or sent by U.S. mail, certified or registered, or overnight courier, postage prepaid with return receipt requested, and addressed to us to the attention of a Fidelity representative, P.O. Box 770001, Cincinnati, OH 45277-0017 (or to another address specified by us in writing) and, if to you, at the address specified on your Account Application (or to another address specified by you in writing).

17. Miscellaneous, Account Features, Authorization to Invest in Affiliated Funds, and Additional Representations.

(a) Miscellaneous.

This Agreement will bind and be for the benefit of the parties and their successors and permitted assigns. In addition, NFS and FBS will each be a third-party beneficiary of this Agreement and will be entitled to enforce this Agreement as if it were a party. Notice is hereby given that your telephone conversations with us or our affiliates may be monitored and/or recorded, and, by executing the Account Application, you consent to such monitoring and recording without further notice. This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940, as amended (“Advisers Act”)) without your consent. If any provision of this Agreement is or becomes inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, the provision will be deemed rescinded or modified in accordance with such law or rule. In all other respects, this Agreement will continue in full force and effect. No term or provision of this Agreement may be waived except in writing, signed by the party against whom such waiver is sought to be enforced. This Agreement, including those sections related to the fees payable for your Account, may be changed or amended, in whole or in part, by us upon 30 days’ prior written notice to you, and your failure to object in writing within 30 days shall constitute acceptance of any such amendment. Our failure to insist at any time on strict

compliance with this Agreement or with any of the terms of the Agreement or any continued course of such conduct on our part is not a waiver by us of any of our rights or privileges. This Agreement (including the Account Application, Fundamentals, and Supplements) contains the entire understanding between the parties concerning the subject matter of this Agreement. Headings are for convenience of reference only and are not part of this Agreement. Except as otherwise provided in the Account Application, this Agreement will not become effective until accepted by us at our Boston, Massachusetts, offices, and such acceptance may be evidenced by internal records maintained by us. The Account Application may be executed in counterparts, each of which will be deemed an original.

This Agreement will be governed by the internal laws of the Commonwealth of Massachusetts, but nothing in this Agreement will be construed contrary to the Advisers Act or any rule or order of the SEC under the Advisers Act or, where applicable, the provisions of either the Internal Revenue Code of 1986 (“Code”), or the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(b) Transfer of Account Features.

You hereby authorize NFS to obtain information from its affiliates, Fidelity Distributors Corporation and FBS, about the existing Fidelity account features you have indicated in your Fidelity Portfolio Advisory Service® Account Application or Fidelity Portfolio Advisory Service® Individual Retirement Account (“IRA”) Application and to establish such comparable features for your Account. You understand the features may differ in certain ways, including the imposition of fees, when implemented in your Account, versus how they operate in the existing Fidelity account(s) from which such features are being transferred.

Fidelity electronic funds transfer (“EFT”) enables you to electronically transfer money between your bank account and your Account. To use this service, at least one common name must match exactly on your PAS Account and your bank account. Once established on your Account, EFT transactions may be initiated over the phone or in writing. EFT is processed through the Automated Clearing House (“ACH”) network and your bank must be an ACH member to utilize this service. The minimum EFT transaction amount is $10; the maximum EFT transaction amount is generally $100,000, although certain daily cumulative limitations also apply. There may be a delay in setting up EFT for your Account. We and our affiliates do not charge a fee for EFT transactions, although your bank may charge transaction fees.

In the case of PAS nonretirement and IRA Accounts, you hereby authorize and request NFS or Fidelity Management Trust Company (“FMTC”) to make payment of amounts representing redemptions made by you or to secure payments of amounts to be invested by you by initiating credit or debit entries to your bank account associated with the Account feature instructions specified in your Account Application, and you authorize and request the bank to accept any such credit or debit entries initiated by NFS or FMTC to such bank account and to credit or debit, as requested, the same to such bank account, without responsibility for the correctness thereof or for the existence of any further authorization relating thereto. You hereby ratify any telephone instructions given pursuant to this authorization and agree that neither a fund nor NFS, FMTC, any of their agents, affiliates, or successors, as applicable, will be liable for loss, liability, cost, or expense for acting upon such instructions. It is understood that this authorization may be terminated by you at any time by written notification to NFS and to the bank. Any such notification shall be effective only with respect to entries after receipt of such notification and a reasonable time to act on it.

With regard to an existing IRA Personal Withdrawal Service (“IRA-PWS”) feature that you previously established with the custodian of your Fidelity IRA, FMTC, and elected to apply to a newly established PAS IRA Account, you understand and agree that the information, elections, and instructions that you previously agreed to on the IRA-PWS form accepted by us or our affiliates (subject to any subsequent instructions provided by you and accepted by us or our affiliates regarding your IRA-PWS feature), including any state or federal income tax withholding elections, will now apply to your PAS IRA-PWS feature (“PAS Account IRA-PWS”). You also understand and agree that any existing withdrawal instructions as to the specific investment positions to be liquidated to fund systematic withdrawals will not apply to the PAS Account IRA-PWS. In addition, you understand and agree that any acknowledgements, certifications, authorizations, acceptances of responsibility, indemnifications, and instructions that you agreed to as part of your previously established IRA-PWS feature will apply to your PAS Account IRA-PWS feature.

(c) Authorization to Invest in Affiliated Funds.

If your Account is a retirement Account governed by ERISA or the Code, you hereby authorize and agree that Strategic Advisers may invest the assets of your Account in no-load (we will invest in load funds if the load is waived) mutual funds for which Strategic Advisers or an affiliate serves as an adviser or subadviser for a fee, including, without limitation, the Fidelity funds, where Strategic Advisers determines, in its sole discretion, that the investment in a pooled vehicle such as a Fidelity fund is appropriate. You acknowledge and agree that Strategic Advisers or our affiliates may receive fees, as a result of purchases or sales of shares of Fidelity funds for your Account. You hereby: (i) acknowledge that Strategic Advisers has advised you that Fidelity funds are appropriate for investment by you because of, among other things, their investment goals, liquidity, and diversification; (ii) acknowledge and agree that all assets of your Account may be invested in Fidelity funds subject only to the terms of any restrictions on investments in your Account specified in your IPQ Information; (iii) represent and warrant that you have received prospectuses for the Fidelity funds that will be used in connection with your Account, which include a summary of all fees that may be paid by the Fidelity funds to Strategic Advisers or any of our affiliates; (iv) acknowledge and agree that, as discussed more fully in Section 6 of this Agreement, your annual gross advisory fee is reduced by the Credit Amount for the purpose of reducing your annual advisory fee by the amount of fees and other compensation that Strategic Advisers (and its affiliates) receives from the Fidelity funds or their affiliates as a result of your Account’s investments in such funds; (v) on the basis of the prospectuses and the disclosures set out herein, consent to, authorize, approve, and direct: (1) the investment of all or a portion of your Account assets in the Fidelity funds and redemptions therefrom, as part of Strategic Advisers’ management of your Account, consistent with the investment policies and objectives and the restrictions

described in your IPQ Information; and (2) the payment of fees by the Fidelity funds to Strategic Advisers and its affiliates. We will notify you of any changes in such fees and you hereby approve of any increases up to 25% and any reductions in such fees. Shares of the Fidelity funds may be purchased by you outside these arrangements.

(d) Additional Representations.

You represent that you have the authority to retain us to invest nonretirement, IRA, Fidelity Retirement Plan, or Non-Prototype Retirement Account assets in Fidelity and non-Fidelity funds. You also represent that the documents establishing and governing your IRA, Fidelity Retirement Plan, or Non-Prototype Retirement Plan or Account permit plan assets to be invested in shares of the Fidelity and non-Fidelity funds selected by us. You will promptly notify us in writing of any amendment to the IRA, Fidelity Retirement Plan, or Non-Prototype Retirement Plan or Account documents that affects our rights or obligations, and such amendment will be binding on us only when agreed to by us in writing.

18. Predispute Arbitration Clause

This Agreement contains a predispute arbitration clause. By signing the Account Application associated with this Agreement, the parties agree as follows:

(a) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed; however, this provision shall not constitute a waiver of any rights under the Advisers Act.

(b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

(c) The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitra-tion than in court proceedings.

(d) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.

(e) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

(f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

(g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

All controversies that may arise between you and Strategic Advisers, FBS, and/or NFS concerning your Account or any order or transaction, or the continuation, performance, interpretation, or breach of this Agreement shall be determined by arbitration through the Financial Industry Regulatory Authority (“FINRA”) or any United States securities self-regulatory organization or United States securities exchange of which any person, entity, or entities against whom the claim is made is a member, as you may designate. If you commence arbitration through a United States securities self-regulatory organization or United States securities exchange and the rules of that organization or exchange fail to be applied for any reason, then you shall commence arbitration with any other United States securities self-regulatory organization or United States securities exchange of which any person, entity, or entities against whom the claim is made is a member. If you do not notify Strategic Advisers, FBS, and/or NFS in writing of your designation within five (5) days after such failure or after you receive from Strategic Advisers, FBS, and/or NFS a written demand for arbitration, then you authorize Strategic Advisers, FBS, and/or NFS to make such designation on your behalf. The commencement of arbitration through a particular self-regulatory organization or securities exchange is not integral to the underlying agreement to arbitrate. In the event neither FINRA nor any other United States securities self-regulatory organization or United States securities exchange of which a person, entity, or entities against whom the claim is made is a member is willing to accept jurisdiction of the matter, such arbitration will be held in accordance with the rules and regulations of the American Arbitration Association under the Commercial Arbitration Rules and Mediation Procedures then in effect or, if the parties mutually agree, by another dispute resolution forum. You understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, or seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until (i) the class certification is denied, (ii) the class is decertified, or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

This predispute arbitration agreement shall survive the termination of this Agreement, pursuant to Section 14.

Portfolio Advisory Services

PAS® FEE SUPPLEMENT

This Fidelity PAS Supplement (PAS Supplement) is part of and incorporates by reference your Client Agreement. Unless otherwise defined in this PAS Supplement, defined terms have the same meaning as in your Client Agreement. In the event any provision of this PAS Supplement conflicts or is inconsistent with any provision of your Client Agreement, the provisions of this PAS Supplement will govern for Advisory Services provided to your PAS Account.

1. Annual Advisory Fee.

ANNUAL ADVISORY FEE SCHEDULE FOR FIDELITY PORTFOLIO ADVISORY SERVICE® ACCOUNT

Average Daily Assets1

Annual Gross

Advisory Fee for All

Fidelity Models

Annual Gross

Advisory Fee for Blended

Models

Annual Gross

Advisory Fee for

Defensive Strategy Models

Annual Gross

Advisory Fee for Index-Focused Models

Variable Net Advisory Fee

For accounts with assets less than $200,000 1.70% 1.48% 1.48% 1.10%

} Less Credit Amount2

=

Resulting Net Advisory Fee

For the first $200,000 1.60% 1.38% 1.38% 1.10%

For the next $100,000 or portion thereof 1.40% 1.18% 1.18% 1.00%

For the next $200,000 or portion thereof 1.30% 1.08% 1.08% 0.90%

For the next $500,000 or portion thereof 1.10% 0.88% 0.88% 0.70%

For the next $1,000,000 or portion thereof 1.00% 0.78% 0.78% 0.60%

For the portion over $2,000,000 0.85% 0.63% 0.63% 0.60%

For total assets of $3 million or more3 Flat Rate for Whole Account Based on Schedule Below

N/A

SPECIAL ANNUAL ADVISORY FEE SCHEDULE FOR FIDELITY PORTFOLIO ADVISORY SERVICE®

ACCOUNTS OF $3 MILLION OR MORE

Average Daily Assets1

Annual Gross Advisory Fee for All Fidelity

Models

Annual Gross Advisory Fee for Blended

Models

Annual Gross Advisory Fee for Defensive

Strategy Models

Annual Gross Advisory Fee

for Index-Focused Models

Variable Net Advisory Fee

$3,000,000 to $3,999,999 0.98% 0.76% 0.76% N/A

} Less Credit Amount2

=

Resulting Net Advisory Fee

$4,000,000 to $4,999,999 0.95% 0.73% 0.73% N/A

$5,000,000 to $5,999,999 0.92% 0.70% 0.70% N/A

$6,000,000 to $6,999,999 0.90% 0.68% 0.68% N/A

$7,000,000 to $7,999,999 0.88% 0.66% 0.66% N/A

$8,000,000 or more 0.85% 0.63% 0.63% N/A

1 Average daily assets of Accounts are determined on the last business day of the quarter. Certain Portfolio Advisory Services account balances may be aggregated with certain other Portfolio Advisory Services account balances in order to arrive at the reduced fee rates applicable to various marginal balances. Contact your Portfolio Advisory Services representative for details of the account aggregation policy.

2 Your gross advisory fee is reduced by a credit amount, which reflects investment management and other consideration received by Strategic Advisers or its affiliates as a result of your investment in such funds in your Account. Please refer to the “Credit Amount” section below for more detailed information.

3Accounts of $3,000,000 or more in Index-Focused Models are not subject to a Special Annual Advisory Fee Schedule.

Credit Amount. The Credit Amount is calculated daily and applied quarterly in the following manner:

For each fund in a client’s Account, an amount will be calculated equal to either: (a) the underlying investment management and other fees and compensation paid to us or our affiliates as a result of your investment in such fund if it is a Fidelity fund; or (b) the distribution fees, shareholder servicing fees, and any other fees or compensation paid to us or our affiliates as a result of your investment in such fund if it is a non-Fidelity fund.

The resulting amounts for the funds in your Account will be added together to arrive at the total Credit Amount. The total Credit Amount will be applied against the gross advisory fee to arrive at the net advisory fee.

Fidelity Portfolio Advisory Service® is a service of Strategic Advisers, Inc., a registered investment adviser and a Fidelity Investments company. This service provides discretionary money management for a fee.

Brokerage services provided by Fidelity Brokerage Services LLC. Custody and other services provided by National Financial Services LLC. Both are Fidelity Investments companies and members of NYSE and SIPC.

Fidelity Brokerage Services LLC, Member NYSE and SIPC, 900 Salem Street, Smithfield, RI 02917

© 2017 FMR LLC. All rights reserved.

418880.22.0 PAS-CLIAGL-0417 1.829144.121

FINRA BrokerCheck. As part of the Financial Industry Regulatory Authority (“FINRA”) BrokerCheck program, you have access to the FINRA BrokerCheck hotline at 800-289-9999 and the FINRA website at finra.org. You can call or email your inquiries and request a brochure that includes information detailing the BrokerCheck program.

MSRB Investor Brochure. Fidelity Brokerage Services LLC is registered with the U.S. Securities and Exchange Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”). An investor brochure may be obtained at msrb.org that describes the pro-tections that may be provided by the MSRB and how to file a complaint with an appropriate regulatory authority.

1

Fidelity® Wealth Services

CLIENT AGREEMENT

This Client Agreement supersedes all client agreements pertaining to Fidelity Private Client Group AdvisorySM, Fidelity Portfolio Advisory Service®, Fidelity® Personalized Portfolios, Fidelity® Personalized Portfolios for Trusts, Fidelity Wealth Management AdvisorySM, and BlackRock® Diversified Income Portfolio accounts transitioned to Fidelity® Wealth Services as of July 16, 2018.

Please keep a copy of this Client Agreement for your records.

1. General Agreement. This Client Agreement (the “Agreement”) specifies the terms and conditions under which Fidelity Personal and Workplace Advisors LLC (“FPWA,” and collectively with its affiliates, “Fidelity” or “Fidelity Investments,” “us” or “we”) will manage the account of the client (“you”) enrolled in the Fidelity® Wealth Services program (the “Program”). By completing a Program Account application and agreeing to the terms of service contained therein (each, whether electronic or paper, an “Account Application”) or, as applicable, by consenting to the transition of Legacy Accounts as described below, you agree to the terms of this Agreement. By completing the Account Application, you also agree to establish a brokerage account with Fidelity Brokerage Services LLC (“FBS”), an introducing broker-dealer affiliated with FPWA (a “Program Account”).

As described below, the Program offers discretionary investment management services, access to one or more Fidelity representatives, and access to financial planning services (collectively, the “Program Services”). Discretionary investment management services are provided through one or more Program Accounts. In addition to Program Accounts opened pursuant to this Agreement on or after July 16, 2018, Program Accounts also include all Fidelity Private Client Group AdvisorySM, Fidelity Portfolio Advisory Service® (“PAS”), Fidelity® Personalized Portfolios, Fidelity® Personalized Portfolios for Trusts, Fidelity Wealth Management AdvisorySM, and BlackRock® Diversified Income Portfolio accounts assigned to FPWA by its affiliate, Strategic Advisers LLC (formerly, Strategic Advisers, Inc., and hereinafter, “Strategic Advisers”), and transitioned to the Program as of July 16, 2018 (the “Legacy Accounts”).

This Agreement includes and incorporates by reference the Account Application, the Form ADV, Part 2A brochures (“Program Fundamentals”) provided by FPWA and Strategic Advisers with respect to the advisory services provided under this Agreement, and any supplements, statements, disclosures, and other agreements that state they incorporate by reference this Agreement (each a “Supplement”). To the extent that this Agreement conflicts with any provision contained in the Account Application, the Form ADV, Program Fundamentals, or any Supplement, the provisions of this Agreement shall control. This Agreement supersedes any previous agreements relating to the investment management of your Account, including agreements made with Strategic Advisers relating to your Legacy Accounts.

2. Discretionary Investment Management Services. As described below, FPWA will assess your financial information to suggest an asset allocation strategy with respect to the management of your Program Account(s), as appropriate. Based on the asset allocation, selected investment preferences, tax status of your Program Account and investment amount, such account may be invested in Fidelity mutual funds or exchange-traded products (“ETPs”), or non-Fidelity mutual funds or ETPs, individual securities, or cash (collectively, “Portfolio Investments”). ETPs can include exchange-traded funds, exchange-traded notes, unit investment trusts, closed-end funds, master limited partnerships, and certain grantor trusts. Discretionary authority is hereby delegated to FPWA, and FPWA has retained the services of its affiliate, Strategic Advisers, to provide day-to-day discretionary portfolio management services to Program Accounts, which includes the authority to determine which securities to purchase or sell, the total amount of such purchases and sales, and the brokers or dealers through which transactions are effected in Program Accounts, subject to certain Program and regulatory limitations and Strategic Advisers’ internal policies and procedures. You authorize FBS to accept trading instructions from FPWA, or its sub-advisor, Strategic Advisers.

(a) Profiling and Investment Proposal

FPWA will gather and analyze data and information that you provide concerning your goals, investment objectives, financial situation, existing investments, risk tolerance, time horizon, and personal preferences, in addition to certain other data and information (all such data and information is referred to herein as your “Profile Information”). FPWA will rely on your Profile Information to provide you with Program Services under this Agreement. You acknowledge that the information you provide to FPWA will be accurate and correct, and agree that you will promptly advise FPWA if any of the information you have provided becomes materially inaccurate.

Prior to opening a Program Account, you will receive an investment proposal (each, an “Investment Proposal”) reflective of your Profile Information and investment preferences with respect to each proposed Program Account. Clients may invest assets in a tax-advantaged account (each, a “Retirement Program Account”), a taxable account (each, a “Taxable Program Account”), a taxable account managed using tax-sensitive investment strategies as described in the Program Fundamentals (each, a “Tax-Sensitive Program Account”), or, if appropriate, a BlackRock Diversified Income Portfolio (“BDIP”) Program Account (as described below).

(b) Account Asset Allocation

Based on your Profile Information, FPWA will propose a long-term asset allocation for each of your Program Accounts (each, an “Account Asset Allocation”), as appropriate. You may select the Account Asset Allocation proposed in the Investment Proposal provided for a Program Account or a different Account Asset Allocation that meets certain parameters set by FPWA. Your Program Account will be managed and rebalanced over time to align with the selected Account Asset Allocation, as appropriate. If you select an asset allocation

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different from that proposed by FPWA, you understand and acknowledge that you are directing that your Program Account be managed according to such asset allocation and that the performance of your Program Account will likely differ from the performance of an account managed according to the Account Asset Allocation originally proposed by FPWA. The composition of Program Accounts managed using the same Account Asset Allocation may differ for a variety of reasons, including, but not limited to, the timing of client investments and withdrawals, and any client-imposed investment restrictions. While a Tax-Sensitive Program Account will be managed in accordance with the Account Asset Allocation the client selects, the underlying portfolio of securities proposed will vary from client to client, perhaps significantly, depending on the client’s individual situation.

(c) Investments in Your Program Account

As described in the Program Fundamentals, the Program offers investment preferences, with different Portfolio Investments. You may select from among these investment preferences based on your goals for your Program Account, the tax status of your Program Account, and the amount invested, and your investment preference selection will be reflected in your Investment Proposal. To the extent you select the “Increased International Option” (as defined in the Program Fundamentals) for a Tax-Sensitive Program Account, you acknowledge that you have requested that we manage your portfolio with a greater exposure to international equity securities and understand that international securities perform differently from, and are subject to different risks than, domestic securities. Please see the Program Fundamentals for additional information regarding the investment preferences, including the Increased International Option. Clients opening Taxable Program Accounts with less than $200,000 in assets and clients transitioning taxable Legacy Accounts from PAS acknowledge that such accounts will not be managed using the tax-sensitive investment strategies used to manage the Tax-Sensitive Program Accounts, will not have access to separately managed account (“SMA”) sleeves, will not have access to the Increased International Option, or have access to a Short-Term Position sleeve. Clients may elect to convert their taxable PAS Legacy Accounts to Tax-Sensitive Program Accounts; however, such conversion will result in securities transactions that may have tax consequences for the client.

Depending on your Account Asset Allocation, Profile Information and investment amount, we may propose one or more SMA investment sleeves for portions of your Tax-Sensitive Program Account. By accepting your Investment Proposal, you agree to the use of such SMAs and acknowledge that the amount allocated to any of the SMAs will be adjusted as deemed appropriate. As part of its discretionary management services, Strategic Advisers engages affiliated and unaffiliated investment advisors (“Model Providers”) to provide investment models used in managing each SMA. Strategic Advisers may utilize some, all, or none of the investment models provided when managing an SMA. You understand that there is an additional fee associated with any SMA where an unaffiliated Model Provider is utilized and agree to pay any associated fees. Please see the Fee Supplement to this Agreement (the “Fee Supplement”) for additional details. You may request the removal of any SMA sleeve by contacting a Fidelity representative.

Depending on your Profile Information and investment amount, you may elect to hold assets in a BDIP Program Account where BlackRock Investment Management, LLC (“BlackRock”) serves as the Model Provider to Strategic Advisers. Clients should understand that if they select BDIP, Strategic Advisers will provide discretionary portfolio management of their BDIP Program Account; BlackRock will have no discretionary investment authority but will provide an investment model to Strategic Advisers for its consideration. In addition, BDIP Program Accounts are not managed based on a client’s asset allocation strategy or investment preference, and tax-sensitive strategies are not utilized.

A Fidelity money market fund will serve as the core position for each of your Program Accounts (“Core Position”). Your Core Position is used to hold any Program Account assets pending investment or withdrawal, except as otherwise provided in Section 14(a) below. You could lose money in a money market fund investment. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity and its affiliates, the fund’s sponsor, have no legal obligation to provide financial support to money market funds and you should not expect that the sponsor will provide financial support to the fund at any time. Fidelity’s government and U.S. Treasury money market funds will not impose a fee upon the sale of your shares, nor temporarily suspend your ability to sell shares if the fund’s weekly liquid assets fall below 30% of its total assets because of market conditions or other factors.

National Financial Services LLC (“NFS”), another affiliated broker-dealer, will provide custodial and related recordkeeping and reporting services for your Program Account. The main address for NFS is 200 Seaport Boulevard, Boston, MA 02210. The mailing address for NFS is One Destiny Way, Mail Zone: WA1M, Westlake, TX 76262. All Portfolio Investments held in a Program Account, other than mutual fund shares, will be held in street name by NFS (or at a securities depository on its behalf). In the case of mutual funds, your shares will be held either in your name or in the name of NFS or its agents on the records of each mutual fund’s transfer agent. You will receive shareholder communications relating to Portfolio Investments in your Program Account(s). During your participation in the Program, your Program Account(s) will not be available for self-directed brokerage activities, including, but not limited to, margin trading or trading of securities by you or any of your designated agents.

(d) Reasonable Restrictions

You may impose reasonable restrictions on the management of a Program Account, subject to our acceptance of any such restriction. You acknowledge that the performance of a Program Account that imposes restrictions may vary from a Program Account without such restrictions, including having lower overall results.

3. Enrolling in the Program. To help the U.S. government fight the funding of terrorism and money-laundering activities, federal law requires that we or our affiliates verify your identity by obtaining your name, date of birth, residential address, and a government-issued identification number before opening a Program Account for you. In certain circumstances, we or our affiliates may obtain and verify this information with respect to any person(s) authorized to effect transactions in a Program Account. For certain entities, such as trusts,

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estates, corporations, partnerships, or other organizations, other identifying documentation is also required. Your Program Account(s) may be restricted or closed if we cannot verify this information for any reason. We are not responsible for any losses or damages (including, but not limited to, lost opportunities) resulting from any failure to provide or verify this information, or from any restriction placed on, or closing of, your Program Account(s). Any Profile Information you provide may be shared with our affiliates and third parties for the purpose of validating your identity, and may be shared for other purposes in accordance with our Privacy Policy. Any information you give to us may be subject to verification, and you authorize us to obtain a credit report about you at any time. On written request, you will be provided the name and address of the credit reporting agency used.

In order to enroll in the Service, you must agree to invest and maintain a minimum of $50,000 in at least one Program Account. We reserve the right to close any Program Account if the account balance falls below $50,000. As described in the Program Fundamentals, some investment preferences require higher minimum account balances. Account minimums are subject to change in our sole discretion. The Program is not available to foreign investors. In order to enroll in the Program, you must: (i) be a U.S. person (including a U.S. resident alien), (ii) reside in the U.S. and have a valid U.S. permanent (no P.O. Box) mailing address (with the exception of U.S. military personnel residing outside the U.S. with Army Post Office (APO) or Fleet Post Office (FPO) addresses), and (iii) have a valid U.S. taxpayer identification number. If you or another individual associated with your Program Account(s) resides outside the U.S. and you have an existing relationship with Fidelity, Fidelity will, in its sole discretion, either terminate that relationship or modify your rights to access any or all account features, products, or services. By enrolling in the Program, you acknowledge that Fidelity does not solicit offers to buy or sell securities, or any other product or service, or offer investment advice, to any person in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful under the laws of such jurisdiction.

Laws governing ownership of property vary from state to state. You understand and agree that you are responsible for understanding state laws applicable to any account ownership you have selected, including joint account or community property ownership, and how such laws impact the disposition of assets upon death, and for ensuring that the ownership structure you have selected is valid in your state. You are responsible for consulting your legal or tax advisor with regard to the impact to your Program Account from any state laws.

Residents of Louisiana: If you are opening a joint account in Louisiana, you should be aware that Louisiana does not recognize certain types of joint account registrations. As a result, Fidelity will establish a joint account only when directed by you to do so and only when you direct Fidelity to establish such account as tenants in common. In connection with your direction to establish this type of joint account, each account owner expressly and irrevocably renounces the right to concur in the disposition or alienation of the account by the other account owner for the entire time the account is open, or the longest term allowed by applicable law.

Wisconsin Marital Property Act: Married Wisconsin residents should be aware that no provision of any marital property agreement, unilateral agreement, or court decree under Wisconsin’s Marital Property Act will adversely affect a creditor’s interest unless, prior to the time credit is granted, the creditor is furnished a copy of, or given complete information about, that agreement or decree.

Custodial Program Accounts: You understand and agree that FBS will maintain an account established under the designated state Uniform Gifts to Minors Act (“UGMA”) or Uniform Transfers to Minors Act (“UTMA”) and for which you are custodian. You understand, represent, and warrant that assets in the account belong to the minor and all such assets, whether or not transferred out of Fidelity UGMA/UTMA accounts, will be used by you only for the benefit of the minor. As used herein, “you” or “your” shall refer to the custodian or to the minors as the context may require.

4. Personal Service. Upon enrollment in the Program, you will have access to one or more Fidelity representatives who will support our delivery of the Program Services.

5. Financial Planning Services. At your request, we can provide financial planning services to help you evaluate your ability to meet identified goals. Your plan will be based, in large part, on your Profile Information. The specifics of the financial planning services that may be provided to you (the “Financial Planning Services”) are a function of your circumstances. In general, Financial Planning Services include the following:

(i) Understanding your needs and goals related to your Program Account(s); and

(ii) Asset allocation modeling, which evaluates your ability to meet your identified goal based on your current asset allocation and may also provide suggestions for changes to your asset allocation.

Depending on the complexity of your financial situation and/or assets held in Program Accounts, we may also provide an analysis of your net worth and identify general strategies to help you evaluate financial needs such as retirement planning, college savings, wealth protection, employee benefits planning (e.g., equity compensation arrangements), tax planning, or estate planning.

You acknowledge that our Financial Planning Services do not include initial or ongoing advice regarding specific securities or other investments and that, other than with respect to your Program Accounts that are managed on a discretionary basis through the Program, you are solely responsible for deciding whether to implement any of the recommendations provided as a component of our Financial Planning Services. You further acknowledge that if you choose to implement some or all of these recommendations through Fidelity, a Fidelity entity will act as a broker-dealer or investment advisor depending on the products or services selected and that you will be subject to separate, applicable charges, fees or expenses. Please see the “Guide to Brokerage and Investment Advisory Services at Fidelity Investments” included with your Program enrollment materials or speak to a Fidelity representative for more information. You also understand and agree that Financial Planning Services are not provided on an ongoing basis and that we are not obligated to update any financial planning analysis provided or monitor your progress toward an investment goal. Any self-directed modeling, including, but not

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limited to, any “what-if” or other changes you may model on your own in any financial planning tool that is made available to you online, is not part of the Financial Planning Services.

Although Fidelity may consider the potential effect of certain estate or tax strategies, any information presented to you in conjunction with the Program, including in providing the financial planning services, about tax considerations affecting financial transactions or estate arrangements is not intended as tax or legal advice and should not be relied upon for the purpose of avoiding any tax penalties. Fidelity does not provide tax, accounting, or legal advice. You should review any planned financial transactions or arrangements that may have tax, accounting, or legal implications with your tax and legal advisors.

6. Private Wealth Management. Eligible Fidelity Private Wealth Management clients may also receive enhanced discretionary investment management and/or financial planning (“PWM Program Services”) in addition to the Program Services identified above. Eligibility, as described in the Program Fundamentals, is at the discretion of FPWA. Depending on the eligible client’s situation, PWM Program Services will include either or both of the following:

(i) With respect to discretionary investment management, a dedicated investment manager will be assigned to discuss, implement and review tailored portfolio management solutions across Program Accounts, including personalized tax-sensitive investment strategies. Based on your Profile Information, we will propose for each of your identified goals, a goal level asset allocation, and, for each of your Program Accounts, an Account Asset Allocation. You acknowledge that, if you have more than one investment account associated with any goal, including assets other than those in Program Accounts, an Account Asset Allocation proposed for a Program Account associated with a goal may be materially different from the overall asset allocation suggested for that goal.

(ii) With respect to Financial Planning Services, eligible clients will receive in-depth analyses and customized financial planning solutions, as well as access to a dedicated planning specialist.

To the degree necessary to support your participation in the Program, with your consent, your dedicated representative may coordinate with members of your family with respect to matters that may impact your PWM Program Services. In addition, your dedicated representative may coordinate with your external advisors pursuant to the terms of the Notification of Authorized Party and Consent to Share Information with Authorized Party authorization form.

7. Fidelity Personal Trust Company, FSB Services. Where FPTC acts as the trustee or co-trustee of one of your Program Accounts (“Program Trust Accounts”), in addition to the Program fees identified in Section 8 below, trust administration fees are applicable as set forth in FPTC’s separate fee schedule (“FPTC schedule”). FPTC may provide additional services, including management of certain assets not included in a Program Account, for an additional fee. You acknowledge that the Program fees are in addition to any FPTC fees incurred pursuant to the FPTC schedule, and you authorize the deduction of these fees from the Program Trust Account(s). Program Trust Accounts will not directly participate in the Financial Planning Services described herein. If Program Services are provided for the benefit of Program Trust Accounts, references to “client” throughout this document assume FPTC is trustee or co-trustee of the applicable trust. For Program Trust Accounts, you acknowledge that FPTC exercises proxy voting solely in its capacity as trustee or co-trustee and not in its capacity as investment manager. You may contact FPTC to obtain a copy of FPTC’s proxy voting policy.

8. Advisory Fees, Credit Amount, and SMA Manager Fee. You agree to pay the annual net advisory fee, charged quarterly, based on the market value of your Program Account assets. The annual net advisory fee is applied on a quarterly basis, in arrears, and is deducted from your Program Account. For additional details about advisory fees applicable to your Program Account(s), please refer to the Fee Supplement to this Agreement and the Program Fundamentals. The advisory fee you pay covers the ongoing management of your Program Account(s) assets, including any trading costs and commissions associated with the purchase and sale of Portfolio Investments effected through our affiliated broker-dealers, custody services provided by our affiliates, the communications sent to you to keep you informed about your Program Account(s), the service you receive from Fidelity representatives, and the provision of Financial Planning Services. With respect to Retirement Program Accounts, the annual net advisory fee is solely attributable to Program Services associated with such Program Accounts. Your net advisory fee is prorated based on days that your Program Account(s) received portfolio management services during each calendar quarter. Should your participation in the Program terminate during a calendar quarter, we will prorate the fee for the number of days that your Program Account assets were managed for the quarter.

Your net advisory fee is based on your annual gross advisory fee as reduced by a Credit Amount. The Credit Amount seeks to reduce your annual advisory fee by the amount of the compensation, if any, Fidelity receives from mutual funds or ETPs (or their affiliates) as a result of investments by your Program Account(s). In addition to the net advisory fee, you agree to pay an “SMA Manager Fee” based on amounts invested where a Model Provider that is unaffiliated with FPWA is utilized. Please note that any amounts invested in an SMA will be subject to the Credit Amount only to the extent that the SMA holds Portfolio Investments for which Fidelity receives compensation as described above. For additional details about the Credit Amount applicable to your Program Account(s) and SMA Manager Fees, please refer to the Fee Supplement to this Agreement

The annual advisory fee does not cover charges resulting from trades effected with or through broker-dealers other than our affiliates, or markups or markdowns by other such broker-dealers, transfer taxes, exchange fees, regulatory fees, odd-lot differentials, handling charges, electronic funds and wire transfer fees, and any other charges imposed by law or otherwise agreed to with regard to your Program Account(s). These charges will be reflected on your trade confirmations and/or monthly statements to the extent applicable.

The net advisory fee does not include underlying mutual fund or ETP expenses charged at the individual investment level for any mutual funds or ETPs in your Program Account(s). These are the standard expenses that all shareholders pay. To the extent some of these underlying mutual fund or ETP expenses will be paid to Fidelity, that amount will be reflected in the Credit Amount as described above.

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The annual gross advisory fee per Legacy Account will be evaluated during the quarterly billing cycle following the account’s transition to the Program and adjusted as applicable in accordance with the following:

(i) On a one time basis per Legacy Account, the gross advisory fee (net of any applicable discount) then applicable to such account (the “Predecessor Fee”) will be compared to the Program’s applicable gross advisory fee as identified in the Fee Supplement (the “Program Fee”) for that account, taking into consideration investment preference and account balance.

(ii) If the Predecessor Fee applicable to the Legacy Account is equal to or greater than the Program Fee, then the Program Fee will apply to the Legacy Account.

(iii) If the Predecessor Fee is less than the Program Fee that would be applicable to the Legacy Account following transition, the percentage difference between the fees will be calculated (“Percentage Difference”) and the gross advisory fee thereafter applicable to the Legacy Account under the Program will equal the Program Fee less the Percentage Difference. The Percentage Difference will remain constant throughout the life of the Legacy Account, irrespective of any changes to investment preference or account balance, and will supersede any discount previously applied in calculating the Predecessor Fee.

Fees are subject to change at our sole discretion, and we will notify you of any change in the advisory fees applicable to your Program Account(s). You will be deemed to have approved such fee changes through your continued acceptance of Program services. We may waive Program fees, in whole or in part, for employees, eligible family members, and eligible retirees of Fidelity.

9. Program Account Funding and Portfolio Management. Discretionary portfolio management services will be provided when we determine that your Program Account is “in good order,” including meeting the minimum investment amount. A client may transfer eligible and/or non-eligible securities (as defined below), in kind, in order to fund a Program Account. Transferred securities, whether eligible or ineligible, must be held free and clear of any liens, pledges, or other legal or contractual restrictions. We reserve the right to reject transferred securities that may generally be used to fund a Program Account due to internal guidelines, or state or federal regulations, or to transfer a non-eligible security back to a client’s source account at our discretion.

If you deposit, transfer, or contribute eligible mutual funds, ETPs, or individual securities into a Program Account, you acknowledge that they will be managed on a discretionary basis by Strategic Advisers once your Program Account is considered in good order. To the extent that you import shares of mutual funds into a Program Account to be managed by Strategic Advisers, you agree and acknowledge that Strategic Advisers will consider those mutual funds as part of your investment portfolio, but in general, Strategic Advisers will not assess whether there are other share classes of such funds available that may be more advantageous for you.

You may also elect to transfer non-eligible securities into a Program Account. Non-eligible securities generally include mutual funds, ETPS or individual securities that we believe, in our discretion, would not be appropriate for your managed portfolio. By transferring non-eligible securities into a Program Account, you are directing us to liquidate those securities on your behalf as soon as reasonably practicable and use the proceeds from such liquidations to purchase Portfolio Investments as appropriate for Program Account. We do not consider the potential tax consequences of these sales, or generally assess the market for such securities, when following a client’s deemed direction to sell ineligible securities.

You may be charged a redemption fee, as specified in the prospectus for each mutual fund, or any other fees applicable to the sale of transferred securities or applicable to the brokerage account from which eligible and/or non-eligible securities are being liquidated or transferred. A client may realize a taxable gain or loss when these shares are sold. In addition, when securities are purchased in Program Accounts, the client may receive taxable distributions out of the earnings that have accrued prior to such purchases (a situation referred to as buying a dividend).

If you have designated that certain assets held in a Tax-Sensitive Program Account be placed in a “Short-Term Position” sleeve, you acknowledge that such assets will not be managed on a discretionary basis and direct us to invest such assets in the Core Position to be used for your withdrawal requests. Amounts placed in the Short-Term Position sleeve are not subject to an annual gross advisory fee, and the Credit Amount calculation does not take into consideration compensation received by us in connection with Core Position investment of such assets.

In connection with ownership of non-U.S. securities, in order to comply with the rules and regulations of the non-U.S. market in which the security was issued, you authorize us to disclose your personal information, including, but not limited to, name, address, and country of citizenship and/or residence, in accordance with such rules and regulations, in order to ensure your rights and privileges as the owner of such securities.

The mutual funds that Program Accounts are invested in may have policies that restrict excessive trading. As a result, a fund may reject trade orders if it is deemed to represent excessive trading. In general, a fund may restrict future trade activity if it deems the excessive trading policy, as outlined in the fund prospectus, to have been violated (for example, a purchase and sale within a 30-day period). As a result, in order to comply with a fund’s trading policies, we may be required to suspend management of a client’s Program Account.

You authorize us to effect “agency cross trades” (that is, trades in which we act as investment advisor to you and as broker for you and for the party or parties on the other side of the trade) for your Program Account(s) to the extent permitted by law. You acknowledge that (i) Fidelity may receive compensation from the other party to these agency cross trades; (ii) as such, we will have a potentially conflicting division of loyalties and responsibilities regarding the parties to the transaction; and (iii) you can revoke, without penalty, your authorization at any time by written notice. You agree that, to the extent permitted by law and applicable policies and procedures, we may effect

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“advisory cross trades” involving a Program Account (that is, trades in which a security is sold from one account advised by us and bought for another such advised account through a book-entry transfer). We will effect such advisory cross trades when we believe it is desirable to buy for one client securities another client owns and such trades are in the best interests of all clients involved. We will effect advisory cross trades only in securities for which market quotations are readily available. Advisory cross trades will be done through a book-entry transfer, either directly or through a broker-dealer (including FBS or NFS), at the independent current market price of the security. Neither Fidelity nor any broker-dealer through which these advisory cross trades may be effected receives any commissions or other compensation in connection with these trades, although small administrative or transfer fees may be included in the price of the security bought or sold.

In certain instances, a “do-not-trade” order may be placed on your Program Account for reasons including, but not limited to, processing a trade correction, your request, or to comply with a court order or applicable law, rule, or regulation. During the time that a “do-not-trade” order is in place, discretionary Program Services will not be provided to your Program Account, and any deposits will not be invested. You acknowledge and agree that Fidelity is not responsible for any market loss experienced during the time that a “do-not-trade” order is in place.

When effecting trades for a client’s Program Account, we may aggregate these trades with trades for other clients when, in our judgement, aggregation is in the best interests of all clients involved. Orders are aggregated to facilitate seeking best execution, to negotiate more favorable commission rates, or to allocate equitably among clients the effects of any market fluctuations that might have otherwise occurred had these orders been placed independently. The transactions are averaged as to price and allocated as to amount according to the daily purchase and sale orders actually placed for each client’s Program Account.

You authorize us to place trades with NFS if we reasonably believe that the quality of the execution of the transaction is comparable to what could be obtained through other qualified brokers or dealers. You will not be charged commissions on transactions, including transactions in ETPs or individual securities, executed through NFS. NFS receives remuneration, compensation, or other consideration for directing orders for equity securities to particular broker-dealers or market centers for execution. Such consideration, if any, may take the form of financial credits, monetary payments, rebates, volume discounts, or reciprocal business.

10. Prospectus. All investments in a Program Account are subject to the terms of the relevant prospectus, including associated fees, if any. Unless you instruct us otherwise, you, or your stated designee, will be sent prospectuses when mutual funds or ETPs are initially introduced to you and at any time a new one is purchased for a Program Account. If you receive the prospectus directly, you acknowledge that it is your responsibility to read all prospectuses, including the prospectus of any mutual fund into which you exchange, when they are received, and to notify a Fidelity representative immediately of any terms of the prospectuses that are not acceptable to you.

11. Valuation. The market value of mutual funds held in a Program Account will be determined based on the net asset value of each fund as of the valuation date. In computing the market value of any individual securities or ETPs held in a Program Account, if applicable, the closing price of such securities, as reflected on a national securities exchange as of the valuation date, will be used. Securities that are not listed on a national securities exchange will be valued in a manner determined by us in good faith to reflect market value.

12. Tax Issues. You may have an economic and taxable gain or loss when securities are sold or redeemed in a Program Account. Distributions may be taxable as ordinary income. You are responsible for all tax liabilities arising from transactions in a Program Account, for the adequacy and accuracy of any positions taken on your tax returns, for the actual filing of your tax returns, and the remittance of tax payments to taxing authorities. Tax laws and regulations change frequently and their application can vary widely based on the specific facts and circumstances involved. With respect to Tax-Sensitive Program Accounts, tax-sensitive investment management strategies (including tax-loss harvesting) may be applied at our discretion, primarily with respect to determining when assets in a Tax-Sensitive Program Account should be bought or sold. We do not offer tax advice and do not actively manage for state or local taxes; foreign taxes on non-U.S. investments; or estate, gift, or generation-skipping transfer taxes. We can make no guarantees as to the effectiveness of these tax-sensitive investment management strategies and our ability to deliver better after-tax returns. Please contact your tax advisor as necessary regarding your specific tax situation.

13. Proxy Voting, Legal Proceedings, and Trade Confirmations. In general, we do not exercise proxy voting on your behalf in connection with the Program.

Unless you direct otherwise pursuant to the paragraph below, you will receive proxy materials directly from the issuers of Portfolio Investments, their service providers, or NFS. Neither FPWA nor Strategic Advisers will advise you on the voting of proxies. Any proxy voting must be exercised by you directly and you are similarly responsible for any legal proceedings, including bankruptcies or class actions, involving securities held or previously held in a Program Account or the issuers of such securities.

Notwithstanding the foregoing and except with respect to Program Accounts for trusts for which Fidelity Personal Trust Company, FSB (“FPTC”) is acting as trustee or co-trustee, you may request that Strategic Advisers act as your agent for receipt of certain legally required communications, including prospectuses, annual and semiannual reports, and proxy materials, for mutual funds and ETPs that are not managed by Fidelity Management & Research Co. (“FMRCo”) or an affiliate thereof (“Non-Fidelity Portfolio Investments”) and for individual securities held in your Program Account(s). You may also direct Strategic Advisers to act as your agent to vote proxies for the Portfolio Investments held in your Program Account(s) and agree to the following proxy voting directions: (i) for mutual funds and ETPs that are managed by FMRCo or an affiliate thereof (“Fidelity Portfolio Investments”), you instruct Strategic Advisers to vote proxies in the same proportion as the vote of all other holders of such Fidelity Portfolio Investment; and (ii) for Non-Fidelity Portfolio Investments, you instruct Strategic Advisers to vote proxies pursuant to the directions provided by Institutional Shareholder Services Inc. (“ISS”), an unaffiliated third-party proxy advisory services provider. To the extent that you elect to have Strategic Advisers act as your agent with respect to the voting

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of proxies, you acknowledge that Strategic Advisers is acting solely at your direction, and does not exercise discretion with respect to the voting of any proxy. You may contact Strategic Advisers directly to obtain a copy of its proxy voting guidelines, a copy of ISS’s summary proxy voting guidelines, and information on how investment proxies were voted.

You may elect to have trade confirmations and statements for your Program Account(s) sent to your attention or that of your designee either by U.S. mail or electronically, provided, however, that NFS will not provide confirmations of automatic investments, automatic withdrawals, dividend reinvestments, or other transactions that involve your Core Position. For these activities, your regular account statement will serve in lieu of a confirmation. NFS will send statements detailing your holdings and transaction information on a monthly basis. As a convenience, NFS may make electronic versions of your trade confirmations available electronically through Fidelity.com if you have elected to receive account communications electronically.

14. Termination.

(a) Termination of Program Services

You may terminate this Agreement at any time by written notice to FPWA. We may terminate this Agreement or suspend the Program Services for your Program Account(s) (or for any portion of a Program Account) upon thirty (30) days’ written notice to you, including, but not limited to, where you have not provided us with information we have requested in order to manage your Program Account(s), or if we determine that the Program is no longer appropriate for you. Certain instances may arise where we may need to suspend investment management of your Program Account(s) without prior notice, including, without limitation, if you or another individual associated with your Program Account(s) resides outside the United States or otherwise to comply with applicable law, rule, or regulation.

Upon termination, we will discontinue providing Program Services to you pursuant to this Agreement, and we will not take any action with regard to assets in your Program Account(s), except as directed by you. We will also request instructions from you as to whether to (i) liquidate your Program Account(s) and send the proceeds to you or another account specified by you, or (ii) transfer the assets held in the Program Account(s) to another account specified by you. You acknowledge that liquidation of securities held in a Taxable Program Account may result in significant tax consequences for you. In addition, if your Program Account(s) holds shares of certain mutual funds that you would not be able to purchase directly as a retail investor, upon termination you agree that such shares will be redeemed and proceeds invested in your Core Position. We will place trading restrictions on your Program Account(s) pending your liquidation or transfer instructions, and we reserve the right, and you authorize us, to charge reasonable custody fees until such time as we receive such instructions from you. We also reserve the right, and you authorize us, to close your Program Account(s) and distribute any remaining cash proceeds to you (either at the time of the termination of the Agreement or at a later date). You are responsible for satisfying all debits on your Program Account(s), including any debit balance outstanding after all assets have been removed from an account and any costs (such as legal fees) that we incur in collecting the debit. In certain instances, we may settle a debit balance with money from another like-registered account at Fidelity. Termination will not affect (i) the validity of any action we have previously taken, (ii) any liabilities or obligations for transactions initiated before termination, or (iii) our right to retain fees for services rendered under this Agreement.

All settlement proceeds from liquidation transactions in your Program Account(s) will be held in your Core Position pending distribution. Note that if the termination of the Program Services is the result of you or another individual associated with your Program Services residing outside of the United States in any country other than Canada, then all settlement proceeds from liquidation transactions will be held as a free credit balance (the “Free Credit Balance”) pending distribution, and will not be reinvested in your Core Position. The Free Credit Balance represents an amount payable to you on demand by Fidelity. Subject to applicable law, Fidelity may use this Free Credit Balance in connection with its business. Fidelity may, but is not required to pay you interest on this Free Credit Balance provided that the accrued interest for a given day is at least half a cent. Interest, if paid, will be based on a schedule set by Fidelity, which may change from time to time at Fidelity’s sole discretion. Upon complete liquidation, the account will be closed. Please contact a Fidelity representative for additional information.

We will calculate and deduct from your Program Account(s) any advisory and other trust administration fees, if any, due. Advisory fees will be prorated based on the number of days your Program Account(s) received investment management services during the quarter.

(b) Self-Directed Brokerage Account; Rights and Responsibilities

Upon termination of our Program Services to your Program Account(s), each Program Account will become a self-directed brokerage account with FBS over which you will have exclusive control and responsibility, subject to the terms specified below. In such event, the activities that may be conducted in your account(s) will be restricted, and you will be responsible for FBS’s ordinary brokerage fees and commissions. Please note that to the extent that a Program Account is converted to a self-directed brokerage account, the fee credit noted in Section 8 above will not apply. In general, the self-directed brokerage account that remains upon the suspension or termination of the Program Services may not be used for ongoing trading activity, other than for liquidations of positions, distributions, and transfers out of the account, and all instructions regarding the account must be communicated to a Fidelity representative in person or by telephone; electronic orders will not be accepted. No additional deposits to your Program Account(s) will be accepted other than earnings (such as dividends, interest, and capital gains) subject to automatic reinvestment.

You agree that you will be responsible for monitoring your account(s) and notifying FBS immediately of any errors or unusual activity occurring in your account, including but not limited to: (i) you receive a confirmation of an order you did not place or any similar conflicting report; or (ii) there is any other type of discrepancy or suspicious or unexplained occurrence in an account. Fidelity shall have no responsibility if you fail to notify FBS immediately of such error or activity. Notwithstanding anything to the contrary in this Agreement, FBS and its affiliates retain the right to refuse to effect any transaction in their sole discretion.

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You also acknowledge and agree that volatile markets may expose an account to increased challenges and risks, which may include the following: (i) delays in quotes, order execution, and reporting may cause information that ordinarily is reported in real time to be delayed, and securities prices can change significantly during such delays; (ii) it may not be possible to cancel an order previously submitted, even if you have received a confirmation that your canceled order was received, and it is your responsibility to ensure that your order was canceled before entering a replacement order; (iii) certain securities such as initial public offerings trading in the secondary markets and Internet and technology-related stocks may be subject to particularly high price volatility, and you should consider managing your risk with limit orders; and (iv) access to FBS may be delayed by factors such as high telephone volume or systems capacity limitations.

You acknowledge and agree that FBS routes most of its orders to its affiliate, NFS. NFS transmits customer orders for execution to various exchanges or market centers based on a number of factors. These include size of the order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing, and execution cost. Some market centers may execute orders at prices superior to the publicly quoted market. NFS’s order-routing policies are designed to result in transaction processing that is favorable to its customers. Where a customer directs the market center to which an order is routed, NFS will route the order to such market center in accordance with the customer’s instructions without regard to its general order routing practices. FBS and/or NFS may receive remuneration, compensation, or other consideration for directing customer orders for equity securities held in self-directed brokerage accounts to certain market centers for execution. Such consideration may take the form of financial credits, monetary payments, rebates, volume discounts, or reciprocal business. The details of any credit, payment, rebate or other form of compensation received in connection with the routing of a particular order will be provided upon request, and an explanation of order-routing practices will be provided on an annual basis. NFS may execute certain self-directed brokerage account orders as principal. The offering broker, which may be NFS, may separately mark up or mark down the price of the security and may realize a trading profit or loss on the transaction. In addition, from time to time, NFS may provide aggregated trade execution data to customers and prospective customers.

You acknowledge and agree that all transactions effected through FBS will be subject to the constitution, rules, regulations, customs, and usages of the exchange, market, or clearing house where executed, as well as to any applicable federal or state laws, rules, or regulations (“Applicable Law”). You agree that various federal and state laws or regulations may be applicable to transactions in your Account regarding the resale, transfer, delivery, or negotiation of securities, including the Securities Act of 1933 (“Securities Act”) and Rules 144, 144A, 145, and 701 thereunder. You agree that it is your responsibility to notify us of the status of such securities and to ensure that any transaction you effect with FBS will be in conformity with Applicable Law. You will notify FBS if you become an “affiliate” or a “control person” within the meaning of the Securities Act with respect to any security in a self-directed brokerage account. Pursuant to industry regulations, you agree that you will notify FBS if you become affiliated with or employed by a stock exchange, member firm of an exchange, the Financial Industry Regulatory Authority (“FINRA”), a municipal securities dealer, or an FBS affiliate. You also will comply with policies, procedures, and documentation requirements with respect to “restricted” and “control” securities (as such terms are contemplated under the Securities Act) as FBS may require. In order to induce FBS to effect transactions with respect to securities in a self-directed brokerage account, you represent and agree that, unless you notify FBS otherwise, such securities or transactions therein will not be subject to the laws and regulations regarding “restricted” or “control” securities. You understand and agree that if you engage in transactions that are subject to any special conditions under Applicable Law, there may be delays in the processing of the transaction pending fulfillment of such conditions. If you are an employee or “affiliate” of the issuer of any security, any transaction in such security may be governed by the issuer’s insider trading policy and you agree to comply with such policy.

You are responsible for ensuring that checks issued to you representing distributions from your account are promptly presented for payment. If a check issued to you from an account remains uncashed and outstanding for at least six months, you authorize and instruct Fidelity to cancel the check and return the underlying proceeds to you by check or by depositing the proceeds into your Core Position. Your account balance(s) and certain uncashed checks issued from your account(s) may be transferred to a state unclaimed property administrator if no activity occurs in the account or the check remains outstanding within the time period specified by the applicable state law.

Your self-directed brokerage account may be terminated by you or FBS at any time. This Agreement will remain in effect until termination is acknowledged by an authorized representative of FBS; however, you acknowledge and agree that if you authorize the closing of the self-directed brokerage account through written or oral communication or by drawing down the balance of the self-directed brokerage account to zero, FBS may terminate this Agreement without sending written notice. You will remain responsible for all charges, debit items, or other transactions initiated or authorized by you, whether arising before or after termination of the self-directed brokerage account. FBS reserves the right to charge a service fee or close any self-directed brokerage account that fails to meet certain minimum activity or balance requirements, or charge reasonable inactivity fees or to cease paying interest on the self-directed brokerage account, and further reserves the right to close any self-directed brokerage account or remit credit balances for any reason, including, but not limited to, insufficient investment activity in accordance with applicable law. FBS will notify you if any charges are imposed.

15. Risk Acknowledgement. The Program is subject to certain risks that are discussed in detail in the Program Fundamentals. You acknowledge that you have reviewed, understand, and accept these risks with respect to enrolling in the Program. We do not guarantee that (i) the results of the Program or the goals or objectives outlined as part of the Program will be met, or (ii) the objectives of the mutual funds and ETPs or your Program Account(s) will be met. In particular, you acknowledge that any projections made as part of the Program, including those made as part of Financial Planning Services, if applicable, are hypothetical in nature, are for illustrative purposes only, do not reflect actual investment results, and are not guarantees of future investment outcomes.

Except as otherwise provided by law, or resulting from our bad faith, willful misconduct, or gross negligence, we and our affiliates will not be liable for:

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• Any loss resulting from following your instructions or using inaccurate, outdated, or incomplete Profile Information,

• Any act or failure to act by FPWA, Strategic Advisers, or their respective affiliates and/or agents,

• Any act or failure to act by the issuer of a Portfolio Investment or any of their agents or any other third party, or

• Any loss in the market value of any of your Program Accounts, except for losses resulting from our bad faith, willful misconduct, or gross negligence.

Federal and state securities laws impose liabilities in certain circumstances on persons who act in good faith, and nothing in this Agreement waives or limits any rights you have under these laws.

Non-deposit investment products offered through NFS, FBS, FPTC, and their affiliates are generally not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, are not obligations of any bank, and are subject to risk, including possible loss of principal.

16. Scope of Advisory Services; Other Activities. The extent of our advisory responsibilities provided through the Program are identified in this Agreement and the Program Fundamentals and, unless otherwise agreed to in writing, we are not responsible for exercising discretionary trading authority for any assets other than your Program Account(s). In addition, we and our affiliates provide advisory services and manage accounts for many types of clients, including programs that offer similar services to this Program, and also conduct a broad range of other advisory and brokerage activities. The advisory services provided, or action taken for, any other clients or accounts, including our own accounts or the accounts of our affiliates and their related persons, may differ from the advisory services provided pursuant to this Agreement, or action taken for your Program Account(s). We and our affiliates are not obligated to invest in or otherwise recommend or suggest to you any investment that may be recommended or suggested to, or bought or sold for any other clients or accounts, including our own accounts and those of our affiliates and their related persons.

You acknowledge that Fidelity may provide a number of services to you that are not part of the Program Services or subject to this Agreement but, rather, are subject to separate terms and conditions. These services can include, but are not limited to:

• FBS and its affiliates may act in a number of non-advisory capacities in support of your relationship with Fidelity, including as a broker, dealer, custodian, or insurance agent, independent of the Program.

• FPTC may provide trustee services for your benefit, independent of the services outlined in this Agreement.

• Each Fidelity representative is a registered representative of FBS and may be a licensed insurance representative with Fidelity Insurance Agency, Inc. (“FIA”), and may assist you with products and services offered by these entities; these offerings are separate and distinct from the Program and are subject, as applicable, to separate terms, conditions and fees.

• Fidelity may provide you with information regarding one or more service professionals, including legal, tax, investment, and accounting professionals and you agree and acknowledge that we are not responsible for the actions or services provided by such service professionals.

17. Representations. Unless you are employed by us or any of our affiliates, you represent that you are independent of and unrelated to us and our affiliates. You represent that you have the authority to retain us to provide the Program and to negotiate the terms of and enter into this Agreement. You agree to notify us in writing of any event that might affect your authority or the validity of this Agreement. You agree to indemnify and hold us and our affiliates harmless from and against all losses, costs (including court costs), or damages, whether direct, indirect, special, incidental, consequential, punitive, or otherwise of any kind, as well as any claims, demands, proceedings, suits and actions, and all liabilities and expenses (including legal fees) resulting from, in connection with, or arising out of any actions taken or not taken by us or our affiliates in good faith reliance on representations made by or on behalf of you in this Agreement. If you have asked us to present Financial Planning analyses to you and another person, you consent to the sharing of information about you with such other person. You further agree that, if you have authorized someone to act on your behalf with respect to your Program Account(s), any and all disclosures, required or otherwise, may be provided solely to the individual acting on your behalf as part of the scope of his or her authority.

18. Notices. Any notice given in connection with this Agreement (other than the information specified above) will be deemed delivered if personally delivered or sent by U.S. mail, certified or registered, or overnight courier, postage prepaid with return receipt requested, and addressed to us to the attention of a Fidelity representative at Fidelity’s Portfolio Advisory Services, P.O. Box 770001, Cincinnati, OH 45277-0017 (or to another address specified by us in writing) and, if to you, at the address specified in your Plan or as otherwise specified by you in writing.

19. Consumer Reporting Agencies. We and our affiliates may report information about your Program Account(s) to credit bureaus. Late payments, missed payments, or other defaults on your Program Account(s) may be reflected in your credit report. We and our affiliates may also provide information about you and your Program Account(s), as well as the activity in your Program Account(s), to one or more consumer reporting agencies. If you believe that information we or our affiliates have provided about you, your Program Account(s), or the activity in your Program Account(s) is not accurate, you may notify us at: Fidelity Investments, Attn: Consumer Data Disputes, P.O. Box 770001, Cincinnati, OH 45277-0045. In order for us to investigate any dispute that you may submit to us with respect to information that we or our affiliates have provided, please provide us with the following information: (i) your name, address, and account number(s); (ii) an identification of the specific information that you believe is not accurate; and (iii) an explanation of the basis for your dispute.

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20. Miscellaneous, Account Features, Authorization to Invest in Affiliated Funds, and Additional Representations.

(a) Miscellaneous

(i) This Agreement will bind and be for the benefit of the parties and their successors and permitted assigns. In addition, Strategic Advisers, NFS, FBS, FPTC, and FIA will each be a third-party beneficiary of this Agreement and will be entitled to enforce this Agreement as if it were a party. Notice is hereby given that your telephone conversations with us or our affiliates may be monitored and/or recorded, and, by agreeing to the terms of this Agreement, you consent to such monitoring and recording without further notice.

(ii) This Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940, as amended (the “Advisers Act”)), without your consent, which consent may be obtained by advance written notice to you of the assignment followed by your continued participation in the Program without objection.

(iii) If any provision of this Agreement is or becomes inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, the provision will be deemed rescinded or modified in accordance with such law or rule. In all other respects, this Agreement will continue in full force and effect. No term or provision of this Agreement may be waived except in writing, signed by the party against whom such waiver is sought to be enforced.

(iv) This Agreement, including those sections related to the fees payable for your Program Services, may be changed or amended, in whole or in part, by us upon 30 days’ prior written notice to you, and your failure to object in writing within 30 days shall constitute acceptance of any such amendment. Our failure to insist at any time on strict compliance with this Agreement or with any of the terms of the Agreement or any continued course of such conduct on our part is not a waiver by us of any of our rights or privileges.

(v) We may, without your consent, delegate any or all of our responsibilities under the Agreement to one or more additional affiliated or unaffiliated investment advisors as sub-advisors on such terms as we may determine. If so delegated, our rights and obligations under this Agreement will apply equally to the affiliated or unaffiliated advisors to the extent applicable, and that sub-advisor will be deemed a third-party beneficiary of this Agreement with the ability to enforce its terms as if it were a party.

(vi) This Agreement (including any Account Application, Program Fundamentals, and Supplements) contains the entire understanding between the parties concerning the subject matter of this Agreement.

(vii) Headings are for the convenience of reference only and are not part of this Agreement.

(viii) This Agreement will be governed by the internal laws of the Commonwealth of Massachusetts, without giving effect to the choice of law provisions of that or any other jurisdiction, but nothing in this Agreement will be construed contrary to the Advisers Act or any rule or order of the Securities and Exchange Commission under the Advisers Act or, where applicable, the provisions of either the Internal Revenue Code of 1986, as amended (the “Code”), or the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The parties irrevocably consent to submit to the jurisdiction of any federal or state court sitting in the Commonwealth of Massachusetts.

(ix) This Agreement will not become effective until accepted by us at our Boston, Massachusetts, offices, and such acceptance may be evidenced by internal records maintained by us.

(b) Transfer of Account Features

You hereby authorize NFS to obtain information from its affiliates, Fidelity Distributors Corporation and FBS, about the existing Fidelity account features you have indicated in your Account Application and to establish such comparable features for your Program Account. You understand the features may differ in certain ways, including the imposition of fees, when implemented in your Program Account, versus how they operate in the existing Fidelity account(s) from which such features are being transferred.

Fidelity electronic funds transfer (“EFT”) enables you to electronically transfer money between your bank account and your Program Account. To use this service, at least one common name must match exactly on your Program Account and your bank account. Once established on your Program Account, EFT transactions may be initiated over the phone or in writing. EFT is processed through the Automated Clearing House (“ACH”) network and your bank must be an ACH member to utilize this service. The minimum EFT transaction amount is $10; the maximum EFT transaction amount is generally $100,000, although certain daily cumulative limitations also apply. There may be a delay in setting up EFT for your Program Account. We and our affiliates do not charge a fee for EFT transactions, although your bank may charge transaction fees.

You hereby authorize and request NFS or, with respect to Retirement Program Accounts, Fidelity Management Trust Company (“FMTC”), to make payment of amounts representing redemptions made by you or to secure payments of amounts to be invested by you by initiating credit or debit entries to your bank account associated with the Program Account feature instructions specified in your Account Application, and you authorize and request the bank to accept any such credit or debit entries initiated by NFS or FMTC to such bank account and to credit or debit, as requested, the same to such bank account, without responsibility for the correctness thereof or for the existence of any further authorization relating thereto. You hereby ratify any telephone instructions given pursuant to this authorization and agree that neither NFS, FMTC, any of their agents, affiliates, or successors, as applicable, will be liable for loss, liability, cost, or expense for acting upon such instructions. It is understood that this authorization may be terminated by you at any time by written notification to NFS and to the bank. Any such notification shall be effective only with respect to entries after receipt of such notification and a reasonable time to act on it.

With regard to an existing IRA Personal Withdrawal Service (“IRA-PWS”) feature that you previously established with the custodian of your Fidelity IRA, FMTC, and elected to apply to a newly established Retirement Program Account, you understand and agree that the

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information, elections, and instructions that you previously agreed to on the IRA-PWS form accepted by us or our affiliates (subject to any subsequent instructions provided by you and accepted by us or our affiliates regarding your IRA-PWS feature), including any state or federal income tax withholding elections, will now apply to your Retirement Program Account IRA-PWS (“Retirement Program Account IRA-PWS”) feature. You also understand and agree that any existing withdrawal instructions as to the specific investment positions to be liquidated to fund systematic withdrawals will not apply to the Retirement Program Account IRA-PWS. In addition, you understand and agree that any acknowledgements, certifications, authorizations, acceptances of responsibility, indemnifications, and instructions that you agreed to as part of your previously established IRA-PWS feature will apply to your Retirement Program Account IRA-PWS feature.

(c) Authorization to Invest in Affiliated Funds

If your Retirement Program Account is a retirement account governed by ERISA or the Code, you hereby authorize and agree that your Retirement Program Account will be invested in no-load (or load-waived) mutual funds or ETPs for which Strategic Advisers or another Fidelity affiliate serves as an advisor or sub-advisor for a fee, if we determine that such investment is appropriate. You acknowledge, authorize and agree: (i) Fidelity may receive fees as a result of purchases or sales of shares of Fidelity mutual funds or ETPs for your Retirement Program Account; (ii) you have been advised that Fidelity mutual funds and/or ETPs are appropriate for investment by you because of, among other things, their investment goals, liquidity, and diversification; (iii) all assets held in your Retirement Program Account may be invested in Fidelity mutual funds and/or ETPs subject only to the terms of any restrictions on investments in your Retirement Program Account specified in your Profile Information; (iv) you have received prospectuses for the Fidelity mutual funds or ETPs that will be used in connection with your Retirement Program Account, which include a summary of all fees that may be paid by the Fidelity mutual fund or ETP to Fidelity; (v) acknowledge and agree that, as discussed more fully in Section 8 of this Agreement, your annual gross advisory fee is reduced by the Credit Amount for the purpose of reducing your annual advisory fee by the amount of fees and other compensation that Fidelity receives from the Fidelity mutual funds and ETPs or their affiliates as a result of your Retirement Program Account’s investments in such mutual funds or ETPs. We will notify you of any change in fees and you hereby approve of any increases up to 25% and any reductions in such fees. Shares of the Fidelity mutual funds or ETPs may be purchased by you outside these arrangements.

(d) Additional Representations

You represent that you have the authority to instruct us to invest IRA, Fidelity Retirement Plan, or Non-Prototype Retirement Account assets in Fidelity and non-Fidelity mutual funds or ETPs. You also represent that the documents establishing and governing your IRA, Fidelity Retirement Plan, or Non-Prototype Retirement Plan permit plan assets to be invested in shares of Fidelity and non-Fidelity mutual funds or ETPs. You will promptly notify us in writing of any amendment to the IRA, Fidelity Retirement Plan, or Non-Prototype Retirement Plan documents that affects our rights or obligations in this regard, and such amendment will be binding only when agreed to by us in writing.

21. Predispute Arbitration Clause.

This Agreement contains a predispute arbitration clause. By agreeing to the terms of this Agreement, the parties agree as follows:

(a) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed; however, this provision shall not constitute a waiver of any rights under the Advisers Act.

(b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

(c) The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.

(d) The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.

(e) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

(f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

(g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

All controversies that may arise between you and FPWA, Strategic Advisers, FBS, and/or NFS concerning your Program Account(s), any order or transaction, or the continuation, performance, interpretation, or breach of this Agreement shall be determined by arbitration through FINRA or any United States securities self-regulatory organization or United States securities exchange of which any person, entity, or entities against whom the claim is made is a member, as you may designate. If you commence arbitration through a United States securities self-regulatory organization or United States securities exchange and the rules of that organization or exchange fail to be applied for any reason, then you shall commence arbitration with any other United States securities self-regulatory organization or United States securities exchange of which any person, entity, or entities against whom the claim is made is a member. If you do not notify FPWA, Strategic Advisers, FBS, and/or NFS in writing of your designation within five (5) days after such failure or after you receive from FPWA, Strategic Advisers, FBS, and/or NFS a written demand for arbitration, then you authorize FPWA, Strategic Advisers, FBS, and/or NFS to make such designation on your behalf. The commencement of arbitration through a particular self-regulatory organization or securities exchange is not integral to the underlying agreement to arbitrate. In the event neither FINRA nor any other United States securities self-regulatory organization or United States securities exchange of which a person, entity, or entities against whom the claim is made is a member is willing to accept jurisdiction of the matter, such arbitration will be held in accordance with the rules and regulations of the American Arbitration Association under the Commercial Arbitration Procedures then in effect or, if the parties mutually agree, by another dispute resolution forum. You understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

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No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

This predispute arbitration agreement shall survive the termination of this Agreement pursuant to Section 14.

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Fidelity® Wealth Services

FEE SUPPLEMENT

This Fidelity Wealth Services Fee Supplement (“Fee Supplement”) is part of and is incorporated by reference into your Client Agreement. Unless otherwise defined in this Fee Supplement, defined terms have the same meaning as in your Client Agreement.

I. Advisory Fees

ADVISORY FEE SCHEDULE FOR PROGRAM ACCOUNTS

Average Daily Assets Annual Gross Advisory Fee

If Average Daily Assets total $500,000 or less in the aggregate, then:

Less Credit Amount Equals Net Advisory Fee

For Average Daily Assets between $0 and $500,000

1.50% (up to a maximum of $6,250)

If Average Daily Assets total more than $500,000 in the aggregate, then:

For the first $500,000 in Average Daily Assets 1.25%

For the next $500,000 or portion thereof in Average Daily Assets

1.10%

For the next $1,000,000 or portion thereof in Average Daily Assets

0.90%

For the next $3,000,000 or portion thereof in Average Daily Assets

0.70%

For Average Daily Assets in excess of $5,000,000

0.50%

Average Daily Assets of Program Accounts are determined on the last business day of the quarter. Aggregation of Average Daily Assets of multiple Program Accounts may be permitted. Contact a Fidelity representative for details.

II. Legacy Accounts

As detailed in Section 8 of your Client Agreement, the Annual Gross Advisory Fee per Legacy Account will be evaluated during the quarterly billing cycle following the Legacy Account’s transition to the Program and, if appropriate, reduced by a Percentage Difference. The Annual Gross Advisory Fee thereafter applicable to the Legacy Account under the Program will equal the Program Fee less the Percentage Difference.

III. Credit Amount

The Annual Gross Advisory Fee for a Program Account is reduced by a Credit Amount. The purpose of the Credit Amount is to reduce your annual advisory fee by the amount of the fees or other compensation, if any, Fidelity receives from the underlying mutual funds or ETPs (or their affiliates) as a result of investments by your Program Account. No Credit Amount will be generated in connection with assets designated by you for allocation to the Short-Term Position sleeve of your Tax-Sensitive Program Account. In addition, individual securities held in your Program Account do not impact the calculation of the Credit Amount. This Credit Amount is applied quarterly in arrears. The total Credit Amount will be applied against the Annual Gross Advisory Fee to arrive at the Net Advisory Fee.

IV. SMA Manager Fee

In addition to the Annual Gross Advisory Fee, for amounts invested in any SMA where an Unaffiliated Model Provider is utilized, your Tax-Sensitive Program Account will be charged an additional fee (each an “SMA Manager Fee”). SMA Manager Fees cover the management costs for the individual securities management applicable to each SMA.

ANNUAL MANAGER FEE FOR ASSETS HELD IN SMAs

Fidelity Strategic Advisers U.S. Large Cap Equity SMA None

Strategic Advisers Tax-Managed U.S. Large Cap SMA None

Strategic Advisers Equity Growth SMA Not to exceed 0.35%

Strategic Advisers Equity Value SMA Not to exceed 0.35%

For each of the Strategic Advisers Equity Growth SMA and the Strategic Advisers Equity Value SMA, the Annual Manager Fee reflects a blended rate of the fees charged by the Unaffiliated Model Providers who provide stock portfolio recommendations for each SMA; to the extent an affiliated Model Provider is used, no additional fee will be added for the use of such Model Provider.

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The applicable blended rate may change on a quarterly basis as a result of (i) changes in the number of Unaffiliated Model Providers providing research for a particular SMA sleeve or (ii) changes in the asset levels assigned to a manager in a given SMA sleeve. Your Annual Manager Fee for each of these SMAs will be equal to the blended rate for the relevant calendar quarter. While the fees charged will vary among Model Providers, the total fee for each such SMA will not exceed 0.35%. Note that any amounts invested in SMAs will be subject to a Credit Amount calculation only to the extent that such SMA holds securities for which Fidelity receives compensation, as discussed above. The amount of the SMA Manager Fee charged will appear on your regular statement. You may also call a Fidelity representative for additional details on the SMA Manager Fee currently in effect.

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FINRA BrokerCheck. As part of the Financial Industry Regulatory Authority (“FINRA”) BrokerCheck program, you have access to the FINRA BrokerCheck hotline at 800-289-9999 and the FINRA website at finra.org. You can call or email your inquiries and request a brochure that includes information detailing the BrokerCheck program.

MSRB Investor Brochure. Fidelity Brokerage Services LLC is registered with the U.S. Securities and Exchange Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”). An investor brochure may be obtained at msrb.org that describes the protections that may be provided by the MSRB and how to file a complaint with an appropriate regulatory authority.

Fidelity® Wealth Services provides non-discretionary financial planning and discretionary investment management through one or more Portfolio Advisory Services accounts for a fee. Advisory services offered by Fidelity Personal and Workplace Advisors LLC (FPWA), a registered investment adviser, and Fidelity Personal Trust Company, FSB (FPTC), a federal savings bank. Nondeposit investment products and trust services offered through FPTC and its affiliates are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, are not obligations of any bank, and are subject to risk, including possible loss of principal. Discretionary portfolio management services provided by Strategic Advisers LLC (Strategic Advisers), a registered investment adviser. Brokerage services provided by Fidelity Brokerage Services LLC (FBS), and custodial and related services provided by National Financial Services LLC (NFS), each a member NYSE and SIPC. FPWA, Strategic Advisers, FPTC, FBS, and NFS are Fidelity Investments companies.

BlackRock Investment Management, LLC (BlackRock) is an independent entity which is not affiliated with any Fidelity Investments company. Strategic Advisers is the portfolio manager for BlackRock Diversified Income Portfolio Program accounts and implements trades for the accounts based on the model portfolio of investments it receives from BlackRock. Strategic Advisers may select investments for an account that differ from BlackRock’s model.

Fidelity Brokerage Services LLC, member NYSE and SIPC, 900 Salem Street, Smithfield RI 02917

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