Fidelity Charitable Program Guidelines

PROGRAM GUIDELINES

TABLE OF CONTENTS

In General 1

Donors, Account Holders, and Authorized Persons 1

Giving Account Privileges 2

Opening a Giving Account 4

Contributions 4

Grants 7

Investments 11

Legacy 12

Fees and Expenses 13

Miscellaneous 14

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FIDELITY CHARITABLE

PROGRAM GUIDELINES

These Fidelity Charitable

Program Guidelines (“Terms and Conditions”) set forth the

terms and conditions that apply to the donor-advised fund program of the Fidelity

Investments

Charitable Gift Fund (“Fidelity Charitable

”), including opening a donor-

advised fund (“Giving Account

”) at Fidelity Charitable (each a “Giving Account

”),

contributions to Fidelity Charitable, and Giving Account privileges, including grant

recommendations, investment recommendations, Giving Account authorization, and

successor options.

All activities of Fidelity Charitable, and participation in the donor-advised fund program,

are subject to the Fidelity Charitable Declaration of Trust (“Declaration of Trust”) and

these Terms and Conditions. Fidelity Charitable is governed by an independent Board of

Trustees (“Trustees”), who are responsible for all aspects of its operations. The Trustees

reserve the right to modify the program and these Terms and Conditions at any time.

IN GENERAL

Fidelity Charitable, an independent, section 501(c)(3) public charity that administers

donor-advised funds, was organized, and operates exclusively, for charitable purposes.

Fidelity Charitable is recognized by the Internal Revenue Service (IRS) as a tax-exempt

charitable organization classiﬁed as a public charity, as described in sections 501(c)(3),

509(a)(1), and 170(b)(1)(A)(vi) of the Internal Revenue Code (“the Code”) of 1986, as

amended. Fidelity Charitable is governed by the Trustees under the Declaration of Trust,

and all activities of Fidelity Charitable are subject to the Trustees’ discretion, directly or

through ofﬁcers or other agents, pursuant to the Declaration of Trust and these Terms

and Conditions.

Fidelity Charitable Account Holders may make irrevocable charitable contributions to

Fidelity Charitable and may recommend grants to Eligible Grant Recipients.

Account Holders may also recommend that their contributions be allocated to one or a

combination of investment pools, each of which is managed by Strategic Advisers LLC

(“Strategic Advisers”), a Fidelity Investments

company that provides investment advisory

services to Fidelity Charitable.

DONORS, ACCOUNT HOLDERS, AND AUTHORIZED PERSONS

Donor. A Donor is any person who makes a contribution that is accepted by Fidelity

Charitable to be held in a Giving Account. Donors are generally also Account Holders; see

“Account Holder” and “Third-Party Contributions” below.

Account Holder. An Account Holder is a person with advisory privileges with respect to a

Giving Account to make grant and investment recommendations. An Account Holder may

be an individual, corporation or other business entity, irrevocable trust, or family limited

partnership. Tax-exempt organizations, including charities exempt under Section 501(c)(3)

of the Code, are not eligible to be Account Holders. There may be no more than four

Account Holders with respect to any Giving Account. Each Account Holder will have full

and equal privileges, as set forth below.

➤ Organizational Account Holder. An Organizational Account Holder is any person that is

not an individual and is not a business entity, and may include non-business trusts,

estates, partnerships, LLCs, and LLPs.

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➤ Corporate Account Holder. A Corporate Account Holder is any business entity, and may

include business corporations, LLCs, LLPs, partnerships, and trusts.

Primary Account Holder. The Primary Account Holder is the Account Holder to whom

Giving Account statements, conﬁrmations, and other communications are sent. Otherwise,

the Primary Account Holder has no privileges different from any other Account Holder.

Authorized Person. An Authorized Person is an individual designated by an Account

Holder authorized to exercise any or all of the advisory privileges with respect to a Giving

Account. Any Account Holder may remove any Authorized Person at any time. When used

below in connection with descriptions of advisory privileges, these Terms and Conditions

assume that an Authorized Person has been designated to exercise that advisory privilege

with respect to the Giving Account. With respect to Account Holders that are entities,

including corporations, LLCs, and trusts, the entity shall designate one or more “Giving

Account Contacts” to act on behalf of the entity.

Fidelity Charitable approval. Each person named as an Account Holder, Authorized

Person, Giving Account Contact, or Successor is subject to review and approval by Fidelity

Charitable. Fidelity Charitable reserves the right to decline, to approve, or to withdraw

and revoke any such designation at any time in its sole discretion.

GIVING ACCOUNT PRIVILEGES

Account Holder. Each Account Holder has the following advisory privileges with respect

to the Giving Account, in each case:

➤ Naming the Giving Account. Any Account Holder may name or change the name of the

Giving Account as set forth herein.

➤ Adding, modifying, or removing an Account Holder. Any Account Holder may at any

time add an Account Holder (up to the limit on the number of Account Holders set

forth above) and may modify any other Account Holder’s contact information. Any

Account Holder being added or removed must provide written consent to their

addition or removal.

➤ Adding or removing a Successor. Any Account Holder may at any time add or remove

any Successor Account Holder or Successor Charitable Organization.

➤ Designating, modifying, or removing an Authorized Person. Any Account Holder may at

any time add or remove any Authorized Person on the Giving Account and may

authorize or remove authorization for that Authorized Person to exercise any of the

General Giving Account privileges set forth below.

➤ Additional recommendation privileges. Any Account Holder may exercise any or all the

General Giving Account privileges set forth below.

➤ General. Only Account Holders may exercise the privileges set forth herein. In addition,

Fidelity Charitable will not accept any advisory privilege recommendations (such as

naming Account Holders or Authorized Persons, recommending grants, or naming

Successors) through testamentary instruments or other form of instruction not received

by Fidelity Charitable during the Account Holder’s lifetime and accepted by Fidelity

Charitable.

Authorized Person. An Authorized Person may exercise only the speciﬁc General Giving

Account privileges that they have been authorized to exercise by an Account Holder.

Fidelity Charitable reserves the right to review and approve at any time any designation

of Authorized Person and any designation of authorized Giving Account privileges.

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➤ Firm-wide Giving Account access. With an Account Holder’s permission, Fidelity

Charitable will provide Giving Account access to associates at the ﬁrm of the Autho-

rized Person, each of whom may exercise the speciﬁc General Giving Account privi-

leges that they have been authorized to exercise by an Account Holder.

➤ Termination of privileges. All account privileges of an Authorized Person will terminate

at the earliest of death of the Authorized Person, when they are revoked by an Account

Holder, or when they are revoked by Fidelity Charitable.

Miscellaneous

➤ Minors. Minors may be named as Account Holders (but not Primary Account Holders)

on a Giving Account only where the minor’s legal guardian (1) is the Primary Account

Holder on the same Giving Account and (2) authorizes all transactions initiated by the

minor, until the legal guardian establishes that the minor has reached the age of

majority in the minor’s state of residence.

➤ Organizational Giving Account. An Organizational Giving Account is a Giving Account

for which an Organizational Account Holder is the Primary Account Holder.

➤ Corporate Giving Account. A Corporate Giving Account is a Giving Account for which a

Corporate Account Holder is the Primary Account Holder.

➤ Organizational Giving Accounts and Corporate Giving Accounts must name an individ-

ual (for example, an ofﬁcer or trustee) authorized to act on behalf of the organization as

the Primary Giving Account Contact. The Primary Giving Account Contact may name

one or more individuals as an additional Giving Account Contact, each of whom is

granted full authority to take action with respect to the Organizational Giving Account

or Corporate Giving Account at Fidelity Charitable in the name of and on behalf of the

organization or corporation. All Giving Account correspondence for an Organizational

Giving Account (with the exception of conﬁrmations related to contributions made by

third-party contributors) will be sent to the Primary Giving Account Contact at the

Primary Giving Account Contact’s address of record.

General Giving Account privileges. An Account Holder holds all the privileges set forth

below. An Authorized Person holds only the privileges speciﬁcally designated by an

Account Holder.

➤ View privileges. Each Account Holder and each Authorized Person shall have the

privilege to view, but not necessarily modify, all Giving Account information, including

contribution and grant history, statements, and other Giving Account information.

➤ Grant recommendation privileges. An Account Holder or Authorized Person with grant

recommendation privileges is able to recommend grants of any size to Eligible Grant

Recipients, and to complete any paperwork and to make any certiﬁcations in connec-

tion with the grant recommendation.

➤ Investment recommendation privileges. An Account Holder or Authorized Person with

investment recommendation privileges is able to make any investment recommenda-

tions that are available to the Giving Account, and to complete any paperwork and to

make any certiﬁcations in connection with the investment recommendation.

➤ Termination of Giving Account privileges. Fidelity Charitable reserves the right, at any

time and in its sole discretion, to decline to permit an individual to make contributions

or to exercise any or all advisory privileges with respect to a Giving Account.

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OPENING A GIVING ACCOUNT

Donor Application. An eligible Account Holder may apply to establish a Giving Account

by completing a Donor Application and submitting it to Fidelity Charitable. Individual

Account Holders may complete and submit an application online at www.ﬁdelitycharitable

.org, or may submit a completed application by mail or by fax. Any entities seeking to

establish an Organizational Giving Account must submit a completed Donor Application

by mail or by fax, together with the minimum initial contribution. Fidelity Charitable will

review each Donor Application and, if approved, will create a Giving Account. Once the

Giving Account is established, Account Holders may make additional contributions at any

time, subject to approval by the Trustees.

Minimum initial contribution. Fidelity Charitable may set minimum amounts for any initial

contribution for any type of Giving Account.

CONTRIBUTIONS

General. All contributions are subject to review and approval, and once accepted all

contributions are irrevocable. The Trustees reserve the right, in their sole discretion and

for any reason, not to accept any contribution. Although Fidelity Charitable may have

received and/or taken possession of a contribution, it is not accepted until deemed so by

the Trustees. Fidelity Charitable performs the requisite due diligence on contributions and

may choose to decline a contribution upon completion of its due diligence. If Fidelity

Charitable determines that it will not accept a contribution, the property will be returned

to the Donor as soon as feasible. Once Fidelity Charitable accepts a contribution, it is

irrevocable and is owned and controlled by the Trustees, and the Trustees have exclusive

legal control over all contributed assets, including the timing and manner of sale of any

contributed property.

Types of contributions

➤ Cash equivalents. Cash equivalents must be in U.S. dollars and delivered by check,

electronic funds transfer (“EFT”), or wire. Checks should be made payable to the

Fidelity Investments Charitable Gift Fund. Please also indicate the name and/or number

of the Giving Account in the memo ﬁeld.

➤ Publicly traded securities. Stocks (including certain restricted and lock-up stock),

mutual fund shares, and bonds traded on an established market. Certain securities that

are not readily marketable, including without limitation control shares, large blocks, and

thinly traded stock, must be considered as complex assets.

➤ Complex assets. Non-publicly traded assets, such as shares and interests in privately held

companies, certain cryptocurrency, and certain oil and gas interests, may be accepted but

require a case-by-case analysis by the Fidelity Charitable Complex Assets Group.

Prospective Donors should contact the Fidelity Charitable Complex Assets Group with

respect to any prospective contribution of complex assets.

➤ Contributions generally not accepted. Fidelity Charitable will generally not accept

contributions of the types of property set forth below. Prospective Donors should

contact Fidelity Charitable prior to attempting to make any contribution of any of the

following:

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• Currency or certain cash-like monetary instruments, including bank drafts, traveler’s

checks, or money orders

• Artwork

• Real estate (other than shares of a publicly traded real estate investment trust)

Third-party contributions. Fidelity Charitable does not encourage and does not generally

accept contributions from third parties (persons who are not Account Holders of the

Giving Account to which the contribution is made).

➤ Circumstances in which third-party contributions will generally be accepted include

contributions from members of the Account Holder’s immediate family, contributions

from a family trust or estate of a person related to an Account Holder, or in limited

other circumstances approved by Fidelity Charitable.

➤ Each third-party contribution must meet the criteria outlined in these Terms and

Conditions and must be accompanied by a Contribution Form signed by the third-party

contributor to facilitate review by Fidelity Charitable prior to acceptance, and to ensure

allocation to the appropriate Giving Account and proper conﬁrmation to the third party

for tax-reporting purposes.

➤ With respect to each third-party contribution, the third-party contributor will have no

Giving Account privileges (including without limitation privileges with respect to grants

or investments), and the third-party contributor may not receive anything in exchange

for or in consideration of their contribution.

➤ No person not expressly authorized by Fidelity Charitable—including without limitation

Account Holders and Authorized Persons—may solicit third-party contributions to

Fidelity Charitable on behalf of a speciﬁc charitable organization, including Fidelity

Charitable, or represent to any third-party contributor what grant recommendations will

be made, or that any such grant recommendation will be approved by Fidelity

Charitable.

Costs associated with contributions. To the extent that an Account Holder or third party

makes a contribution that results in Fidelity Charitable incurring additional costs, Fidelity

Charitable may allocate such costs to the Giving Account for which the contribution is

intended. Such additional costs include, but are not limited to: (1) tax consequences

(including “unrelated business income tax”) to Fidelity Charitable in connection with

contributions of certain forms of property, including partnerships or pass-through entities;

(2) other costs connected with reviewing, receiving, holding, and selling contributed property;

and (3) other fees and charges, such as a fee charged by a bank for insufﬁcient funds.

Contribution processing. Once a contribution of property has been accepted by Fidelity

Charitable, under guidance of the Trustees regarding timing and manner of sale, Fidelity

Charitable generally seeks to sell contributed property promptly, and will allocate the net

proceeds to the Giving Account. Net proceeds are deﬁned as gross proceeds less any

costs incurred by Fidelity Charitable to complete the receipt and subsequent sale of

contributed property. Fidelity Charitable will determine and allocate such costs in its sole

discretion based on the information available to it. Fidelity Charitable reserves the right to

set aside all or a portion of a contribution to cover potential costs to Fidelity Charitable

related to that contribution until the amount of such costs are determined.

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Tax Forms

➤ Conﬁrmations and acknowledgments. Fidelity Charitable will send conﬁrmation of

each contribution to the Donor making the contribution. Conﬁrmations should be read

carefully. Any error must be reported within 60 days of receipt to Fidelity Charitable.

• Fidelity Charitable will send notiﬁcation of third-party contributions to Primary

Account Holders (and Primary Giving Account Contacts, in the case of Organizational

Giving Accounts); however, such notiﬁcation is not a tax receipt, and under federal

income tax rules, Account Holders generally are not entitled to claim a deduction for

charitable contributions made by third parties.

• If Fidelity Charitable accepts a contribution of non-publicly traded assets, Fidelity

Charitable will acknowledge receipt of the assets, but will not provide or agree to any

valuation of such assets. Any Donor considering a contribution of non-publicly traded

assets should consult their tax advisor to ensure compliance with IRS requirements,

which may include obtaining a qualiﬁed independent appraisal, and reporting such

valuation to the IRS on IRS Form 8283. When required under IRS rules, Fidelity

Charitable will provide an IRS Form 8283 describing and acknowledging receipt of the

property, but without agreeing to any valuation. Donors are responsible for ensuring

that the information they ﬁle with their tax returns, including the information on Form

8283, is complete and accurate. For additional information regarding taxpayer ﬁling

and substantiation requirements, Donors should consult their tax advisor.

• Contribution conﬁrmations serve as Donors’ receipts. Because the IRS requires

taxpayers to substantiate the deductions they claim as charitable contributions,

Donors should keep copies of contribution conﬁrmations provided by Fidelity

Charitable with their tax records for the year in which the contribution was made.

Donors are responsible for the value they claim as a deduction on their tax returns.

(Any fair market value reﬂected on Fidelity Charitable contribution conﬁrmations or

statements is provided as a courtesy.) Before claiming any tax deduction, Donors

should consult their tax advisor.

Donors, Account Holders, Authorized Persons, and other persons have no interest

in contributions after they are accepted and cannot control the liquidation of

contributions. After Fidelity Charitable accepts a contribution, the Trustees of Fidelity

Charitable have exclusive ownership and control over the contributed property and

may sell any contributed property in the manner and at a time selected at Fidelity

Charitable’s sole discretion. Contributions to Fidelity Charitable cannot be subject to

any restriction or condition, including, without limitation, as follows:

➤ That the Donor, Account Holder, Authorized Person, or any other person reserves

a right to confer, advise, control, or direct the sale or other disposition of any

contributed property.

➤ That Fidelity Charitable retains the contributed property for any length of time

prior to sale or other disposition, including that the contributed property not be

sold immediately.

➤ That the contributed property be sold or disposed of in any particular manner

or sequence.

The Donor hereby agrees and acknowledges that, in the event that a Donor, Account

Holder, Authorized Person, or any other person attempts to communicate a condition

or restriction with respect to the sale or other disposition of any contributed property,

or purports to advise Fidelity Charitable regarding any aspect of the sale or other

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disposition of any contributed property, including the timing and manner of such sale

or other disposition, such communication is of no effect, is not legally enforceable, and

may be disregarded by Fidelity Charitable in its sole discretion without further

communication, notice, or acknowledgment.

GRANTS

General. Account Holders and certain Authorized Persons have grant recommendation

privileges and may recommend grants to Eligible Grant Recipients. Eligible Grant Recipi-

ents generally include the full range of charitable organizations, including qualiﬁed reli-

gious, educational, hospital or medical research, governmental, and publicly supported

charitable organizations. Grant recommendations are not binding and are subject to review

and approval by the Trustees in their sole discretion. The Trustees have adopted proce-

dures and safeguards with respect to grantmaking to ensure that funds are used exclusively

in furtherance of charitable purposes and in accordance with policies set by the Trustees.

Eligible Grant Recipients. Grants can be made only to Eligible Grant Recipients.

Regulatory. An Eligible Grant Recipient must be either (1) exempt from tax under Section

501(c)(3) of the Code and classiﬁed as a public charity under Section 509(a)(1), (a)(2), or

(a)(3) of the Code (except certain supporting organizations); (2) classiﬁed as a private

operating foundation under Section 4942(j)(3) of the Code; or (3) a governmental unit

described in Section 170(c)(1) of the Code. In addition, an Eligible Grant Recipient must be

in good standing under both applicable federal and state laws.

➤ Supporting organizations. Supporting organizations deﬁned as Type I under Code §

509(a)(3)(B)(i), Type II under Code § 509(a)(3)(B)(ii), or functionally-integrated Type III

under Code § 509(a)(3)(B)(iii) and Treas. Reg. § 1.509(a)(4) are generally Eligible Grant

Recipients. Certain supporting organizations described in Section 4966(d)(4)

(“disqualiﬁed supporting organization”), including non-functionally-integrated Type III

supporting organizations and any supporting organization that supports an

organization controlled directly or indirectly by a Donor or Account Holder, are not

Eligible Grant Recipients. In addition, supporting organizations of any type that support

a foreign (non-U.S.) organization are generally not Eligible Grant Recipients.

➤ Private operating foundations. Private operating foundations that meet the support

test under Section 4942(j)(3)(B)(iii) of the Code may be Eligible Grant Recipients. No

other private foundation shall be an Eligible Grant Recipient.

➤ Governmental units. Governmental units described in Section 170(c)(1) of the Code may

be Eligible Grant Recipients; however, governmental instrumentalities and government-

related organizations that do not qualify as units of government described in Section

170(c)(1) are not Eligible Grant Recipients.

Additional requirements. In addition to the requirements set forth under Regulatory

above, Eligible Grant Recipients must meet additional requirements set by the Trustees.

These requirements include, but are not limited to, the following:

➤ Compliance with law. The organization must be operated exclusively for charitable

purposes. The organization will not be considered to be operated exclusively for

charitable purposes if directly or indirectly:

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• the organization operates in violation of law, including without limitation engaging,

supporting, or inciting terrorism, money laundering, violations of civil rights,

embezzlement, fraud, or other activities in violation of federal or state law or public

policy;

• the organization participates in, or intervenes in (including the publishing or

distributing of statements), any political campaign on behalf of (or in opposition to)

any candidate for public ofﬁce;

• a substantial part of the organization’s activities is carrying on propaganda or

otherwise attempting to inﬂuence legislation; or

• Fidelity Charitable has been informed that the organization is currently being

investigated by governmental authorities regarding potential breaches of

applicable law.

➤ Compliance with Fidelity Charitable policies. In addition to the foregoing, Fidelity

Charitable follows additional requirements set by the Trustees to ensure that Eligible

Grant Recipients serve broad, public charitable functions and operate in a manner to

ensure compliance with applicable law, regulations, and policies. These requirements

include:

• Governance. The organization must be governed and operated in a manner to enable

it to serve exclusively charitable (and not private) purposes. This requirement

includes, but is not limited to, the requirement that the organization’s governing

board may not be composed entirely of related parties and should include no fewer

than three individuals with ﬁduciary voting authority.

• Public support. The organization generally must demonstrate that it serves exclusively

charitable (and not private) purposes through being broadly supported, meeting the

test of either Code § 509(a)(1) or § 509(a)(2). For purposes of assessing support,

Fidelity Charitable will take into consideration the separate Giving Accounts that may

have supported the organization.

• Insufﬁcient charitable activity. Fidelity Charitable may decline to approve grant

recommendations to an organization that does not demonstrate that it is carrying on

charitable activity.

• Excessive fundraising expenses. Fidelity Charitable may decline to approve grant

recommendations to an organization that pays or incurs excessive fundraising

expenses relative to its level of charitable activity, under standards approved by the

Trustees.

• Compliance with Fidelity Charitable policies, procedures, and grant requirements.

Fidelity Charitable may decline to approve grant recommendations to organizations

that, in the sole discretion of Fidelity Charitable, do not comply with Fidelity

Charitable policies, procedures, and grant requirements.

• Fair and reasonable dealings with Fidelity Charitable. Fidelity Charitable may decline

to approve grant recommendations to organizations that, in the sole discretion of

Fidelity Charitable, have not engaged in fair and reasonable dealings with Fidelity

Charitable.

• Any other reason determined in the sole discretion of the Trustees. Fidelity Charitable

may decline to approve grant recommendations to organizations for any other reason

in the sole discretion of the Trustees.

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➤ Non-U.S. charities. Fidelity Charitable does not generally make grants to non-U.S.

charitable organizations (organizations not formed under the laws of the United States

and its territories). Donors in the Private Donor Group or Corporate Giving Accounts

should contact their relationship manager for more information. Fidelity Charitable may,

however, make grants to U.S. public charities that carry on or provide funding for

charitable activities outside the United States. As with all grant recommendations,

these grants are subject to review and approval by the Trustees in their sole discretion.

The Trustees have adopted procedures and safeguards with respect to grantmaking to

ensure that funds are used exclusively in furtherance of charitable purposes. With

respect to grant recommendations to U.S. public charities that undertake to fund

non-U.S. charitable activities, Fidelity Charitable must verify the U.S. public charity. Such

grant recommendations are subject to the policies of the recipient U.S. public charity,

including any additional fees and grant minimums that may apply.

Impermissible grants. Fidelity Charitable approves grants only if they are to be used

exclusively in furtherance of charitable purposes of an Eligible Grant Recipient. In accor-

dance with this policy, Fidelity Charitable reserves the right to perform additional due

diligence and to decline to make a recommended grant to a charitable organization,

including, without limitation, where Fidelity Charitable is unable to determine in its sole

discretion:

➤ that the organization is not an Eligible Grant Recipient;

➤ that the grant will not confer a more than incidental beneﬁt on an Account Holder,

Authorized Person, or other third party;

➤ that the grant will not be used for lobbying, for political contributions, or to support

political campaign activities;

➤ that the grant will not be used for improper purposes;

➤ that the Account Holder, Authorized Person, and related persons do not control the

organization; and

➤ that the grant is in all other ways consistent with Fidelity Charitable policies.

Remedial actions. In situations in which Fidelity Charitable determines that a grant that

was made did not meet Fidelity Charitable’s grantmaking standards, Fidelity Charitable

may take remedial actions, which may include, but are not limited to, requiring that the

grant be returned to Fidelity Charitable or that the Account Holder make an additional

nondeductible contribution. In situations involving failure by an organization, Account

Holder, or Authorized Person to comply with these requirements, Fidelity Charitable may,

in its sole discretion, determine that the organization shall no longer be an Eligible Grant

Recipient, and may limit or revoke any or all recommendation privileges of any Account

Holder or Authorized Person.

Special purpose designation. An Account Holder or Authorized Person may recommend

that a grant transmittal include a non-binding designation regarding the grant (a “special

purpose”), such as the charitable purpose, program, or project of the recipient charitable

organization that the Donor wishes to support; such a special purpose designation does

not constitute a restriction placed by Fidelity Charitable upon the grant. Fidelity Charita-

ble will review the grant recommendation, including the special purpose, and, if approved,

will convey to the charitable organization the recommended special purpose. Fidelity

Charitable reserves the right to modify the special purpose as Fidelity Charitable deems

necessary, for clarity, conformity with Fidelity Charitable policies, or for any other reason

in the sole discretion of Fidelity Charitable.

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Donor acknowledgment and anonymous grants. When recommending a grant, an

Account Holder may generally choose to be identiﬁed by name and address, and Giving

Account name (e.g., “The Smith Family Charitable Fund”) to the recipient charity; to be

identiﬁed only by the name of the Giving Account; or to remain anonymous and not be

identiﬁed, in which case the grant will be identiﬁed as recommended by a Fidelity Charita-

ble Account Holder who wishes to remain anonymous. Fidelity Charitable may in its sole

discretion choose to limit anonymity.

Number of grants. Fidelity Charitable allows an unlimited number of grants from a Giving

Account.

Minimum grant amount. Fidelity Charitable will consider grant recommendations of $50

or more or for the balance of the Giving Account, whichever is less.

Minimum grant requirements. Fidelity Charitable has two requirements regarding grant

activity: one for the aggregate of its donor-advised funds, and the other speciﬁc to each

Giving Account.

➤ Aggregate. Fidelity Charitable policy requires that, in the aggregate, it will make grants

each year of greater than 5% of average net assets on a ﬁscal ﬁve-year rolling basis. If

this requirement is not met in a ﬁscal year, Fidelity Charitable will ask for grant

recommendations from Giving Accounts that have not had grant activity of at least 5%

of the Giving Account’s average net assets over the same ﬁve-year period. If Account

Holders on these Giving Accounts do not make grant recommendations within 60 days,

Fidelity Charitable will make grants of the required amounts in its sole discretion.

➤ Each Giving Account. Fidelity Charitable requires active grantmaking in every Giving

Account. If no grants have been distributed from a Giving Account for one year, Fidelity

Charitable will make every effort to contact the Account Holder to encourage grant

recommendations from the Giving Account. After two years in which no grants have

been distributed from a Giving Account, Fidelity Charitable will make grants from the

Giving Account in an amount determined by the Trustees to Eligible Grant Recipients

approved by the Trustees of Fidelity Charitable. In situations in which, in the sole

discretion of Fidelity Charitable, a Giving Account has remained inactive in grantmaking

for an excessive period of time, Fidelity Charitable may in its sole discretion revoke and

terminate any recommendation privileges with respect to a Giving Account.

Timing of grant review and distribution. Fidelity Charitable seeks to review grant

recommendations and, if approved, to issue grants promptly. Certain grants and certain

grant recipients may require additional due diligence. Fidelity Charitable shall not be liable

to any person for the timing of any grant review and distribution.

The Trustees of Fidelity Charitable have exclusive ownership and control over all

contributed property and all earnings thereon, and may determine in their sole

discretion whether an organization shall be an Eligible Grant Recipient, and whether to

approve any grant recommendation. Donors, Account Holders, and Authorized Persons

have no legally enforceable right that Fidelity Charitable make any recommended grant

to any particular organization, and Donors, Account Holders, and Authorized Persons

hereby acknowledge that Fidelity Charitable may decline any grant recommendation.

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INVESTMENTS

In general. Donors, Account Holders, and Authorized Persons may recommend how funds

in a Giving Account should be invested in accordance with investment options approved

by the Trustees. All investment allocation recommendations are subject to review and

approval by the Trustees, and the Trustees reserve the right in their sole discretion to alter

the investment allocation of any Giving Account.

Investment pools. If no investment recommendation has been made with respect to a

Giving Account at the time of its creation, funds in the Giving Account will be invested in

the Asset Allocation 20% Equity Pool. Thereafter, each Donor is asked at the time of any

subsequent contribution how the proceeds should be invested, and an Account Holder or

Authorized Person making a grant recommendation is asked at the time of making the

grant recommendation from which investments the grant should be drawn. If no invest-

ment recommendation is made, the proceeds will be proportionately allocated to, or

drawn from, the Giving Account’s current investment allocation. In addition, Account

Holders and Authorized Persons who have been granted investment recommendation

privileges may from time to time recommend how existing funds in the Giving Account

should be reallocated among approved investment options. Fidelity Charitable’s invest-

ment pools, and any Giving Account’s position in investment pools, are a notional account-

ing of Fidelity Charitable’s own investments, and do not constitute securities. A notional

net asset value (“NAV”) is determined once a day after market close for each investment

pool, and all purchases and redemptions on any day are made at that NAV.

Charitable Investment Advisor Program (“CIAP”). A Giving Account must meet the

minimum balance in CIAP assets associated with a particular investment option to be

eligible to nominate a qualiﬁed registered investment advisor to manage some of the

assets in a Giving Account on behalf of Fidelity Charitable under investment guidelines set

by the Trustees. Further details are provided in the Charitable Investment Advisor Program

Policies and Guidelines: https://www.ﬁdelitycharitable.org/content/dam/fc-public/docs

/programs/ciap-investment-policies-and-guidelines.pdf.

Charitable DonorFlex Program

. Account Holders with more than $5,000,000 in a

Giving Account are eligible to participate in the Charitable DonorFlex Program

wherein they will have the privilege of recommending that their Giving Account be

invested in eligible mutual funds and exchange-traded funds (ETFs), U.S. Treasury bonds,

and certain approved alternative investments under investment guidelines set by the

Trustees. Further details are provided in the Charitable DonorFlex Program Overview:

https://www.ﬁdelitycharitable.org/content/dam/fc-public/docs/programs/charitable

-donorﬂex-program-overview.pdf.

The Trustees of Fidelity Charitable have exclusive ownership and control over all

contributed property and all earnings thereon, and may determine in their sole discre-

tion how funds it holds shall be invested, including, without limitation, the deﬁnition

and composition of investment pools, permissible investments, diversiﬁcation require-

ments, and investment programs. Donors, Account Holders, and Authorized Persons

may not reserve, and have no legally enforceable right that Fidelity Charitable make

any recommended investment, and may not reserve or exercise any right to confer,

advise, control, or otherwise direct investments by Fidelity Charitable of contributed

property and all earnings thereon.

[ 12 ]

LEGACY

In general. Individual Account Holders will be asked to recommend at least one Successor

for the Giving Account. The Successor(s) can be an individual to assume Giving Account

privileges and/or Eligible Grant Recipients to receive any remaining balance in the Giving

Account after the death of the last remaining Account Holder. Because Successor plans

are implemented at the death of the last remaining Account Holder, Successor options are

not available for Organizational Giving Accounts, including Corporate Giving Accounts, as

the Account Holder is generally a legal entity with perpetual existence and is not an

individual. If no Successor has been recommended by an Account Holder, then upon the

death of the last remaining Account Holder, any remaining balance will become part of the

unrestricted funds of Fidelity Charitable.

Successor Account Holder. An Account Holder may name one or more individuals as a

Successor Account Holder. Fidelity Charitable will create a new Giving Account in the

name of each Successor to hold the percentage of charitable assets allocated to that

Successor from the deceased Account Holder’s Giving Account.

➤ The Successor Account Holder must be available and willing to carry out the advisory

privileges of the Giving Account.

➤ The Successor Account Holder must be a person eligible to establish a Giving Account,

and shall become an Account Holder, all as set forth herein.

➤ Fidelity Charitable will attempt to contact a named Successor at the address on ﬁle

with Fidelity Charitable. If no nominated Successor responds to the notiﬁcation within

90 days, the Giving Account will be terminated, and the balance will become part of the

unrestricted funds of Fidelity Charitable.

Successor Charitable Organization. An Account Holder may name one or more charitable

organizations to receive any remaining balance in the Giving Account at the time of the

death of the last Account Holder (each a “Successor Charitable Organization”), provided

the organization(s) continues to be an Eligible Grant Recipient at that time. If the organiza-

tion is no longer an Eligible Grant Recipient, the portion of the Giving Account designated

for that organization will be distributed proportionately among any other qualiﬁed

Successors, or, if no other Successor is named, will become part of unrestricted funds of

Fidelity Charitable.

Endowed Giving Program. Giving Accounts with balances of at least $100,000 are eligible

to participate in the Endowed Giving Program, pursuant to which an Account Holder may

recommend grants be made to Eligible Grant Recipients over a period of time not less

than ﬁve years following the Account Holder’s death. All amounts in the Endowed Giving

Program will be invested at the discretion of the Trustees in one or more of Fidelity

Charitable’s investment pools. If, at the time of the Account Holder’s death, the balance in

the Giving Account is below $100,000, Fidelity Charitable reserves the right to make a

one-time, lump-sum proportional grant to each Eligible Grant Recipient identiﬁed in the

Endowed Giving Program. If, at any time after the Account Holder’s death, none of the

identiﬁed organizations is an Eligible Grant Recipient, the Giving Account will be termi-

nated, and the balance will become part of the unrestricted funds of Fidelity Charitable.

[ 13 ]

FEES AND EXPENSES

Minimums.

There is no minimum initial contribution to Fidelity Charitable for the establish-

ment of a Giving Account for individuals. For Organizational Giving Accounts (other than

Corporate Giving Accounts), the minimum initial contribution is $25,000. For Corporate

Giving Accounts, the minimum initial contribution is $100,000. Please note: The Trustees

reserve the right to establish other initial contribution requirements in their sole discretion.

General operating expenses

➤

Each individual Giving Account is assessed an annual administrative fee of 0.60% of average

Giving Account assets or $100, whichever is greater.

➤

Each Organizational Giving Account is assessed an annual administrative fee of 0.60% of

average Giving Account assets or $500, whichever is greater.

➤

Each Corporate Giving Account is assessed an annual administrative fee of $10,000, plus

0.60% of average Giving Account assets or $500, whichever is greater. Additional fees may

apply for additional programs, services, or investment options.

➤

For Giving Account balances invested in investment pools, the administrative fee of 0.60% is

charged to the investment pool on a daily basis and affects the net asset value of the Giving

Account pool holdings. Giving Accounts for which the 0.60% administrative fee is less than

$100 for a given ﬁscal year will be assessed the difference between $100 and that 0.60% fee.

Such assessments take place at the end of the ﬁscal year and are prorated for Giving Accounts

funded during the ﬁscal year.

➤

With respect to property allocable to a Giving Account not invested in Fidelity Charitable’s

investment pools, including contributions not yet sold by Fidelity Charitable and Giving

Accounts invested in CIAP or DonorFlex, Fidelity Charitable will charge the administrative fee

directly to the Giving Account.

➤

Giving Accounts with assets in excess of $500,000 are eligible for a reduced fee and receive a

quarterly credit for the difference between that fee and the 0.60% administrative fee initially

charged (if greater than $10). Giving Accounts with zero balances as of the end of a given

quarter will be ineligible for that quarter’s tier price credits.

Selling Expenses of Contributed Property. Fidelity Charitable will assess to a Giving

Account all selling expenses incurred in connection with Fidelity Charitable’s sales of

contributed property.

Investment Expenses. Each Giving Account shall be assessed investment expenses

allocable to investments held in that Giving Account. With respect to Fidelity Charitable’s

investment pools, each investment pool invests in mutual funds that are subject to varying

operating and management expenses and are not assessed separately to Giving Accounts.

Investment expenses incurred with respect to investments in the CIAP or DonorFlex shall

separately bear those expenses.

[ 14 ]

MISCELLANEOUS

endorses, sponsors, or is afﬁliated with any non-Fidelity Charitable website, entity, service,

or product. Account Holders wishing to describe the charitable purpose of their individual

Giving Account and/or the programs and services of Fidelity Charitable should state that

the Giving Account is a donor-advised fund at Fidelity Charitable, an independent public

charity, and submit such reference to Fidelity Charitable for review and written approval

by an authorized representative. Account Holders, other individuals, or entities may not

use any Fidelity Charitable service mark without the express written consent of an

authorized representative of Fidelity Charitable.

Conﬁdentiality. Each Account Holder and Authorized Person will have access to view the

Giving Account. After the last remaining Account Holder’s death, Fidelity Charitable will

share the Account Holder’s history with any Authorized Person or, if unavailable, with the

Account Holder’s executor, administrator, or Trustee.

Amendment. These Terms and Conditions may be amended at any time upon posting to

Fidelity Charitable’s website (www.ﬁdelitycharitable.org), and as amended shall be

effective with respect to all Giving Accounts, Account Holders, Authorized Persons, and

any other person.

Conﬂict of terms. In the event of any inconsistency between the terms of these Terms and

Conditions and the Declaration of Trust, the terms of the Declaration of Trust will govern

the rights and obligations of Fidelity Charitable and Donors, Account Holders, Authorized

Persons, and any other person.

Limitation of liability. Fidelity Charitable will indemnify the Trustees against any liability to

the fullest extent allowed by law and may purchase insurance policies on behalf of Fidelity

Charitable and its Trustees. Fidelity Charitable will also indemnify and hold harmless its

investment advisers, administrative and recordkeeping service providers, their agents, and

nominees from any claims, losses, liabilities, or expenses (including reasonable counsel

fees and expenses), except those that may arise from gross negligence or willful miscon-

duct in the performance of their duties.

Agreement to arbitrate. Any Account Holder, Authorized Person, Successor, or grant

recipient (“Third Party”) and Fidelity Charitable agree that any dispute, claim, or contro-

versy arising out of or relating in any way to these Terms and Conditions or any contribu-

tion to, or grant from a Giving Account with Fidelity Charitable (a “Claim”) will be deter-

mined by binding arbitration, except that either Third Party or Fidelity Charitable can seek

to have a Claim resolved in small claims court if all the requirements of the small claims

court are satisﬁed, including any limitations on jurisdiction and the amount at issue in the

dispute, and the Notice of Claim and Informal Resolution requirements, as deﬁned below,

have been met. Any such small claims action must take place either in Third Party’s county

of residence or in Boston, Massachusetts.

➤ Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a

neutral arbitrator instead of a judge and/or jury, allows for more limited discovery than

in court, and is subject to very limited review by courts. Arbitrators can award the same

damages and relief that a court can award. Each Third Party agrees that the U.S.

Federal Arbitration Act governs the interpretation and enforcement of this arbitration

provision, and that the Third Party and Fidelity Charitable are each waiving the right to

a trial by jury or to participate in a class action. This arbitration provision shall survive

termination of these Terms and Conditions.

[ 15 ]

➤ Notice of Claim. If a Third Party intends to seek arbitration or a small claims action, the

Third Party must ﬁrst send to Fidelity Charitable, by certiﬁed mail, a written Notice of

the Third Party’s Claim (“Notice of Claim”). The Notice of Claim to Fidelity Charitable

should be sent in care of our registered agent. The Notice of Claim should include both

the mailing address and email address the Third Party would like Fidelity Charitable to

use to contact the Third Party. If Fidelity Charitable intends to seek arbitration or a

small claims action, it will send, by certiﬁed mail, a written Notice of Claim to the Third

Party’s address on ﬁle. A Notice of Claim, whether sent by a Third Party or by Fidelity

Charitable, must (1) describe the nature and basis of the claim or dispute; and (2) set

forth the speciﬁc amount of damages or other relief sought (“Demand”).

➤ Informal Resolution. Each Third Party and Fidelity Charitable agree that good-faith

informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually

beneﬁcial outcome. Each Third Party and Fidelity Charitable therefore agree that,

before either a Third Party or Fidelity Charitable commences an arbitration or small

claims action against the other, we will personally meet and confer, via telephone or

videoconference, in a good-faith effort to resolve informally any Claim. If the Third

Party is represented by counsel, that Third Party’s counsel may participate in the confer-

ence, but the Third Party shall also fully participate in the conference. The statute of

limitations and any ﬁling fee deadlines shall be tolled while the parties engage in the

informal dispute resolution process required by this paragraph.

➤ Arbitration Proceedings. If the parties do not reach an agreement to resolve the Claim

within 60 days after the Notice of Claim is received, the Third Party or Fidelity Charita-

ble may commence an arbitration proceeding with the American Arbitration Associa-

tion (“AAA”) after the expiration of this 60-day period. Any Third Party may download

or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling

800-778-7879. The arbitration will be conducted by the AAA before a single AAA

arbitrator under the AAA’s rules, which are available at www.adr.org or by calling

800-778-7879, except as modiﬁed by these Terms and Conditions. The arbitrator is

bound by these Terms and Conditions. The arbitrator shall decide all issues relating to

the scope and enforceability of this arbitration provision. The parties agree that a

preliminary conference shall be conducted in each arbitration proceeding, and the Third

Party and a Fidelity Charitable representative shall appear at the preliminary confer-

ence. If either party fails to appear at the preliminary conference, the arbitrator shall

summarily determine the merits of the case in favor of the appearing party. If both

parties fail to appear at the preliminary conference, the arbitrator shall summarily

dismiss the arbitration without prejudice in favor of either party. Unless Fidelity Charita-

ble and the Third Party agree otherwise, any arbitration hearings will take place virtually

or in the county (or parish) of either the Third Party’s residence or of the mailing

address the Third Party provided in the Notice of Claim, or in Boston, Massachusetts.

The arbitrator shall issue a reasoned written decision sufﬁcient to explain the essential

ﬁndings and conclusions on which the award is based. The award shall be binding only

among the parties and shall have no preclusive effect in any other arbitration or other

proceeding involving a different party. Fidelity Charitable will not seek to recover its

attorneys’ fees and costs in arbitration.

Entire Agreement. These Terms and Conditions set forth the entire agreement with

Fidelity Charitable. These Terms and Conditions fully supersede any prior agreements or

understandings. Account Holders acknowledge that neither they nor anyone acting on the

Account Holder’s behalf has relied on any representations, promises, or agreements of any

kind made to them in connection with the decision to make a contribution and/or open a

Giving Account with Fidelity Charitable, except for those set forth in these Terms and

Conditions.

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[ 17 ]

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Financial information about the Fidelity Investments Charitable Gift Fund can be obtained by writing to the Fidelity

Investments Charitable Gift Fund at 200 Seaport Boulevard, Mail Zone NM43A, Boston, MA 02210. In addition,

several states where the Fidelity Investments Charitable Gift Fund is required to ﬁle ﬁnancial information each year

also require the following disclosures: Colorado: Colorado residents may obtain copies of registration and ﬁnancial

documents from the Secretary of State’s ofﬁce, (303) 894-2200, https://www.coloradosos.gov/. Florida: Registration

No. CH233. A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED

FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE WITHIN THE STATE. REGISTRATION

DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE. 1-800-HELP-FLA.

https://www.fdacs.gov/Consumer-Resources/Charities. Georgia: A full and fair description of the programs and

activities of the Fidelity Investments Charitable Gift Fund and its ﬁnancial statements are available upon request

at the address indicated above. Maryland: A copy of the current ﬁnancial statement of Fidelity Investments

Charitable Gift Fund is available by writing the address indicated above or by calling the phone number indicated

above. Documents and information submitted under the Maryland Solicitations Act are also available, for the cost

of postage and copies, from the Maryland Secretary of State, State House, Annapolis MD 21401, (410) 974-5534.

Michigan: MICS No.10757. Mississippi: The ofﬁcial registration and ﬁnancial information of Fidelity Investments

Charitable Gift Fund may be obtained from the Mississippi Secretary of State’s ofﬁce by calling 1-888-236-6167.

Registration by the Secretary of State does not imply endorsement by the Secretary of State. New Jersey:

Information ﬁled with the Attorney General concerning this charitable solicitation and percentage of contributions

received by the charity during the last reporting period that were dedicated to the charitable purpose may be

obtained from the Attorney General of the State of New Jersey by calling (973) 504-6215 and is available on the

internet at http://www.state.nj.us/lps/ca/charfrm.htm. Registration with the Attorney General does not imply

endorsement. New York: A clear description of the programs and activities of Fidelity Investments Charitable

Gift Fund can be obtained by writing to the address listed above. Information on charitable organizations can be

found by calling the New York state ofﬁce of the attorney general at (212) 416-8401 or by navigating to the attorney

general’s website http://www.charitiesnys.com. North Carolina: Financial information about this organization

and a copy of its license are available from the State Solicitation Licensing Branch at 1-888-830-4989 (within

North Carolina) or (919) 814-5280 (outside of North Carolina). The license is not an endorsement by the State.

Pennsylvania: The ofﬁcial registration and ﬁnancial information of Fidelity Investments Charitable Gift Fund may

be obtained from the Pennsylvania Department of State by calling toll free, within Pennsylvania, 1 (800) 732-0999.

Registration does not imply endorsement. Virginia: Financial statements are available from the Department of

Agriculture and Consumer Services. Washington: The notice of solicitation required by the Charitable Solicitation

Act is on ﬁle with the Washington Secretary of State, and information relating to ﬁnancial affairs of the Fidelity

Investments Charitable Gift Fund is available from the Secretary of State at www.sos.wa.gov/charities and the

toll-free number for Washington residents: 1-800-332-4483. West Virginia: West Virginia residents may obtain a

summary of the registration and ﬁnancial documents from the Secretary of State, State Capitol, Charleston, West

Virginia 25305. Registration does not imply endorsement.

Registration in the above states does not imply endorsement, approval, or recommendation of the Fidelity

Investments Charitable Gift Fund by the states.

The third-party marks appearing herein are the property of their respective owners.

Fidelity Charitable

is the brand name for the Fidelity Investments

Charitable Gift Fund an independent public

charity with a donor-advised fund program. Various Fidelity companies provide services to Fidelity Charitable.

Fidelity Charitable and Fidelity are registered service marks, and the Fidelity Charitable logo is a service mark, of

FMR LLC, used by Fidelity Charitable under license. Giving Account is a registered service mark of the Fidelity

Investments Charitable Gift Fund.

CGF-PC-04/24

560246.29.0

1.886315.135