Prospectus January 29, 2021 - Fund/Ticker Fidelity Nasdaq Composite Index ETF
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Fund/Ticker Fidelity® Nasdaq Composite Index® ETF/ ONEQ (Effective January 29, 2021, the fund’s name changed from Fidelity® Nasdaq Composite Index® Tracking Stock to Fidelity® Nasdaq Composite Index® ETF.) Shares of Fidelity® Nasdaq Composite Index® ETF are listed and traded on The Nasdaq Stock Market®. Prospectus January 29, 2021 These securities have not been approved or disapproved by the Securities and Ex- change Commission, and the Securities and Exchange Commission has not deter- mined if this prospectus is accurate or complete. Any representation to the con- 245 Summer Street, Boston, MA 02210 trary is a criminal offense.
Contents
Fund Summary 3 Fidelity® Nasdaq Composite
Index® ETF
Fund Basics 9 Investment Details
14 Valuing Shares
Shareholder Information 16 Additional Information about the
Purchase and Sale of Shares
18 Dividends and Capital Gain
Distributions
18 Tax Consequences
Fund Services 20 Fund Management
21 Fund Distribution
22 Other Service Providers
Appendix 23 Financial Highlights
25 Additional Index Information
Prospectus 2Fund Summary
Fund:
Fidelity® Nasdaq Composite Index® ETF
Investment Objective Fee Table
The fund seeks to provide investment The following table describes the fees
returns that closely correspond to the and expenses that may be incurred
price and yield performance of the when you buy, hold, and sell shares of
Nasdaq Composite Index®. the fund. You may pay other fees, such as
brokerage commissions and other fees to
Fidelity® Nasdaq Composite Index® ETF
financial intermediaries, which are not
is an exchange-traded fund.
reflected in the table or example below.
Shareholder fees
(fees paid directly from your investment) None
Annual Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
Management fee 0.21%
Distribution and/or Service (12b-1) fees None
Other expenses 0.00%
Total annual operating expenses 0.21%
This example helps compare the cost fee table. This example illustrates the
of investing in the fund with the cost of effect of fees and expenses, but is not
investing in other funds. meant to suggest actual or expected fees
and expenses or returns, all of which
Let’s say, hypothetically, that the annual
may vary. For every $10,000 you invested,
return for shares of the fund is 5% and
here’s how much you would pay in total
that your shareholder fees and the
expenses if you sell all of your shares at
annual operating expenses for shares of
the end of each time period indicated:
the fund are exactly as described in the
1 year $22
3 years $68
5 years $118
10 years $268
Portfolio Turnover securities (or “turns over” its portfolio).
The fund pays transaction costs, such A higher portfolio turnover rate may indi-
as commissions, when it buys and sells cate higher transaction costs and may
3 ProspectusFund Summary – continued
result in higher taxes when fund shares political, regulatory, market, or economic
are held in a taxable account. These developments. Different parts of the mar-
costs, which are not reflected in annual ket, including different market sectors,
operating expenses or in the example, and different types of securities can react
affect the fund’s performance. During the differently to these developments.
most recent fiscal year, the fund’s portfo-
• Technology Industry
lio turnover rate was 19% of the average
Concentration. The technology
value of its portfolio.
industries can be significantly affected by
obsolescence of existing technology, short
Principal Investment product cycles, falling prices and profits,
Strategies competition from new market entrants,
• Using statistical sampling techniques and general economic conditions.
that take into account such factors as • Issuer-Specific Changes. The value
capitalization, industry exposures, divi- of an individual security or particular
dend yield, price/earnings (P/E) ratio, type of security can be more volatile
price/book (P/B) ratio, and earnings than, and can perform differently from,
growth to create a portfolio of securities the market as a whole. Changes in the
listed in the index that have a similar financial condition of an issuer or coun-
investment profile to the entire index. terparty (e.g., broker-dealer or other bor-
• Investing at least 80% of assets in com- rower in a securities lending transaction)
mon stocks included in the index. can increase the risk of default by an
issuer or counterparty, which can affect a
• Lending securities to earn income for security’s or instrument’s value or result
the fund. in delays in recovering securities and/or
The fund may operate as a non- capital from a counterparty. The value of
diversified fund, as defined under the securities of smaller issuers can be more
Investment Company Act of 1940 (1940 volatile than that of larger issuers.
Act), to the approximate extent the • Fluctuation of Net Asset Value
index is non-diversified. The fund may and Share Price. The net asset
therefore operate as non-diversified value per share (NAV) of the fund will
solely as a result of a change in relative generally fluctuate with changes in the
market capitalization or index weighting market value of the fund’s holdings. The
of one or more constituents of the index. fund’s shares can be bought and sold in
the secondary market at market prices.
Principal Investment Disruptions to creations and redemp-
Risks tions, the existence of extreme market
volatility or potential lack of an active
• Stock Market Volatility. Stock
trading market for the fund’s shares
markets and, as a result, stock market
may result in the fund’s shares trading
indexes, are volatile and can decline sig-
significantly above (at a premium) or
nificantly in response to adverse issuer,
below (at a discount) to NAV. In addition,
Prospectus 4in stressed market conditions or periods • Trading Issues. There can be no
of market disruption or volatility, the assurance that an active trading market
market for shares may become less liquid will be maintained. Market makers and
in response to deteriorating liquidity in Authorized Participants are not obligated
the markets for the fund’s underlying to make a market in the fund’s shares
portfolio holdings. or to submit purchase and redemption
• Correlation to Index. The perfor- orders for creation units. In addition,
mance of the fund and its underlying trading may be halted, for example, due
index may vary somewhat due to factors to market conditions.
such as fees and expenses of the fund, • Mid Cap Investing. The value of
transaction costs, sample selection, securities of medium size, less well-
regulatory restrictions, and timing dif- known issuers can perform differently
ferences associated with additions to from the market as a whole and other
and deletions from the index. Errors in types of stocks and can be more volatile
the construction or calculation of the than that of larger issuers.
index may occur from time to time and
may not be identified and corrected for • Small Cap Investing. The value of
some period of time, which may have securities of smaller, less well-known
an adverse impact on the fund and its issuers can perform differently from the
shareholders. market as a whole and other types of
stocks and can be more volatile than that
• Passive Management Risk. The of larger issuers.
fund is managed with a passive invest-
ment strategy, attempting to track the • Securities Lending Risk. Securities
performance of an unmanaged index lending involves the risk that the bor-
of securities, regardless of the current rower may fail to return the securities
or projected performance of the fund’s loaned in a timely manner or at all. If
index or of the actual securities included the borrower defaults on its obligation to
in the index. This differs from an actively return the securities loaned because of
managed fund, which typically seeks insolvency or other reasons, a fund could
to outperform a benchmark index. As a experience delays and costs in recovering
result, the fund’s performance could be the securities loaned or in gaining access
lower than actively managed funds that to the collateral.
may shift their portfolio assets to take In addition, the fund may operate as a
advantage of market opportunities or non-diversified fund under the 1940 Act
lessen the impact of a market decline to the approximate extent the index is
or a decline in the value of one or more non-diversified. A non-diversified fund
issuers. The fund may be concentrated to may invest a greater portion of its assets
approximately the same extent that the in securities of a smaller number of indi-
fund’s index concentrates in the securi- vidual issuers than a diversified fund. As
ties of issuers in a particular industry or a result, changes in the market value of
group of industries. a single investment could cause greater
5 ProspectusFund Summary – continued
fluctuations in share price than would illustrates the changes in the perfor-
occur in a more diversified fund. mance of the fund’s shares from year to
year and compares the performance of
An investment in the fund is not a deposit
the fund’s shares to the performance of
of a bank and is not insured or guaran-
a securities market index over various
teed by the Federal Deposit Insurance
periods of time. The index descrip-
Corporation or any other government
tion appears in the “Additional Index
agency. You could lose money by investing
Information” section of the prospectus.
in the fund.
Past performance (before and after
taxes) is not an indication of future
Performance performance.
The following information is intended Visit www.fidelity.com for more recent
to help you understand the risks of performance information.
investing in the fund. The information
Year-by-Year Returns
Calendar Years 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
-0.96% 17.23% 39.68% 14.59% 6.88% 8.92% 29.22% -3.07% 37.02% 44.79%
Percentage (%)
50
40
30
20
10
0
-10
During the periods shown in the chart: Returns Quarter ended
Highest Quarter Return 30.82% June 30, 2020
Lowest Quarter Return –17.23% December 31, 2018
Average Annual Returns or in another tax-deferred arrangement,
After-tax returns are calculated using the such as an employee benefit plan (profit
historical highest individual federal mar- sharing, 401(k), or 403(b) plan). Return
ginal income tax rates, but do not reflect After Taxes on Distributions and Sale of
the impact of state or local taxes. Actual Fund Shares may be higher than other
after-tax returns may differ depending on returns for the same period due to a tax
your individual circumstances. The after- benefit of realizing a capital loss upon the
tax returns shown are not relevant if you sale of fund shares.
hold your shares in a retirement account
Prospectus 6Past 1 Past 5 Past 10
For the periods ended December 31, 2020 year years years
Fidelity® Nasdaq Composite Index® ETF
Return Before Taxes 44.79% 22.04% 18.32%
Return After Taxes on Distributions 44.23% 21.63% 17.99%
Return After Taxes on Distributions and Sale of Fund Shares 26.43% 17.94% 15.62%
®
Nasdaq Composite Index
(reflects no deduction for fees, expenses, or taxes) 44.92% 22.12% 18.46%
Investment Adviser dealer at market price. These transac-
tions, which do not involve the fund, are
Fidelity Management & Research made at market prices that may vary
Company LLC (FMR) (the Adviser) throughout the day, rather than at NAV.
is the fund’s manager. Geode Capital Shares of the fund may trade at a price
Management, LLC (Geode) serves as a greater than the fund’s NAV (premium)
sub-adviser for the fund. or less than the fund’s NAV (discount).
An investor may incur costs attributable
Portfolio Manager(s) to the difference between the highest
Deane Gyllenhaal (senior portfolio price a buyer is willing to pay to pur-
manager) has managed the fund since chase shares (bid) and the lowest price
September 2014. a seller is willing to accept for shares
(ask) when buying or selling fund shares
Louis Bottari (senior portfolio manager) in the secondary market (the “bid-ask
has managed the fund since January spread”). Recent information, including
2009. information regarding the fund’s NAV,
Peter Matthew (portfolio manager) has market price, premiums and discounts,
managed the fund since August 2012. and bid-ask spread, is available at www.
fidelity.com.
Robert Regan (portfolio manager) has
managed the fund since December 2016. Tax Information
Payal Gupta (portfolio manager) has Distributions you receive from the
managed the fund since June 2019. fund are subject to federal income tax
and generally will be taxed as ordinary
Purchase and Sale of income or capital gains, and may also be
Shares subject to state or local taxes, unless you
are investing through a tax-advantaged
Shares of the fund are listed and traded
retirement account (in which case you
on an exchange, and individual fund
may be taxed later, upon withdrawal of
shares may only be bought and sold in the
your investment from such account).
secondary market through a broker or
7 ProspectusFund Summary – continued Payments to Broker-Dealers and Other Financial Intermediaries The fund, the Adviser, Fidelity Distributors Company LLC (FDC), and/ or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affili- ated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi- ary and your investment professional to recommend the fund over another invest- ment. Ask your investment professional or visit your intermediary’s web site for more information. Prospectus 8
Fund Basics
Investment Details percentage of the fund’s assets in a single
issuer or small number of issuers.
Investment Objective
The fund may not track the Nasdaq
Fidelity® Nasdaq Composite Composite Index® because differences
Index® ETF seeks to provide invest- between the index and the fund’s portfo-
ment returns that closely correspond to lio can cause differences in performance.
the price and yield performance of the In addition, expenses, transaction costs,
Nasdaq Composite Index®. and differences between how and when
Principal Investment Strategies the fund and the index are valued can
cause differences in performance.
Geode intends to use statistical sampling
techniques to attempt to replicate the Geode may lend the fund’s securities to
returns of the index. Statistical sampling broker-dealers or other institutions to
techniques attempt to match the invest- earn income for the fund.
ment characteristics of the index and the
If Geode’s strategies do not work as
fund by taking into account such factors
intended, the fund may not achieve its
as capitalization, industry exposures,
objective.
dividend yield, P/E ratio, P/B ratio, and
earnings growth. Although the fund may Description of Principal Security
not necessarily hold all of the same secu- Types
rities as the index, the fund generally Equity securities represent an owner-
invests in those constituents it does hold ship interest, or the right to acquire an
in approximately the same proportion as ownership interest, in an issuer. Different
their index weightings. types of equity securities provide differ-
Geode invests at least 80% of the fund’s ent voting and dividend rights and prior-
assets in common stocks included in the ity in the event of the bankruptcy of the
Nasdaq Composite Index®. The index is issuer. Equity securities in the Nasdaq
a widely recognized, market capitaliza- Composite Index® include, but are not
tion-weighted index that is designed to limited to, common stocks, American
represent the performance of Nasdaq® Depositary Receipts, shares of beneficial
securities and includes approximately interest, and Real Estate Investment
3,000 stocks. Trusts (REITs). Equity securities not
included in the Nasdaq Composite
The fund may operate as a non-diversi- Index®, but in which the fund may invest,
fied fund, as defined under the 1940 Act, include preferred stocks, convertible
to the approximate extent the index is securities, and warrants.
non-diversified. The fund may therefore
operate as non-diversified solely as a Principal Investment Risks
result of a change in relative market Many factors affect the fund’s perfor-
capitalization or index weighting of one mance. Developments that disrupt global
or more constituents of the index. As a economies and financial markets, such as
result, Geode may invest a significant pandemics and epidemics, may magnify
9 ProspectusFund Basics – continued
factors that affect a fund’s performance. different market sectors, and differ-
The fund’s NAV changes daily based ent types of equity securities can react
on changes in market conditions and differently to these developments. For
interest rates and in response to other example, stocks of companies in one
economic, political, or financial develop- sector can react differently from those
ments. The fund’s reaction to these devel- in another, large cap stocks can react
opments will be affected by the types differently from small cap stocks, and
of securities in which the fund invests, “growth” stocks can react differently
the financial condition, industry and from “value” stocks. Issuer, political, or
economic sector, and geographic location economic developments can affect a
of an issuer, and the fund’s level of invest- single issuer, issuers within an industry
ment in the securities of that issuer. To or economic sector or geographic region,
the extent that the Nasdaq Composite or the market as a whole. Changes in the
Index® concentrates in the securities of financial condition of a single issuer can
a particular industry or group of indus- impact the market as a whole. Terrorism
tries, the fund may similarly concentrate and related geo-political risks have led,
its investments. The fund’s performance and may in the future lead, to increased
could depend heavily on the performance short-term market volatility and may
of that industry or group of industries have adverse long-term effects on world
and could be more volatile than the per- economies and markets generally.
formance of less concentrated funds. In
Industry Concentration. Market
addition, because the fund may operate
conditions, interest rates, and economic,
as a non-diversified fund, it may invest
regulatory, or financial developments
a significant percentage of assets in a
could significantly affect a single industry
single issuer, and the fund’s performance
or group of related industries, and the
could be closely tied to that one issuer
securities of companies in that indus-
and could be more volatile than the per-
try or group of industries could react
formance of more diversified funds. When
similarly to these or other developments.
you sell your shares they may be worth
In addition, from time to time, a small
more or less than what you paid for them,
number of companies may represent
which means that you could lose money
a large portion of a single industry or
by investing in the fund.
group of related industries as a whole,
The following factors can significantly and these companies can be sensitive to
affect the fund’s performance: adverse economic, regulatory, or financial
developments.
Stock Market Volatility. The value of
equity securities fluctuates in response The technology industries can be
to issuer, political, market, and economic significantly affected by obsolescence of
developments. Fluctuations, especially existing technology, short product cycles,
in foreign markets, can be dramatic falling prices and profits, competition
over the short as well as long term, and from new market entrants, and general
different parts of the market, including economic conditions.
Prospectus 10Issuer-Specific Changes. Changes in may incur significant losses if you sell
the financial condition of an issuer or your shares. There are various methods
counterparty (e.g., broker-dealer or other by which investors can purchase and sell
borrower in a securities lending transac- shares and various orders that may be
tion), changes in specific economic or placed. Investors should consult their
political conditions that affect a particu- financial intermediary before purchasing
lar type of security or issuer, and changes or selling shares of a fund. Disruptions at
in general economic or political condi- market makers, Authorized Participants
tions can increase the risk of default by or market participants may also result
an issuer or counterparty, which can in significant differences between the
affect a security’s or instrument’s value or market price of the fund’s shares and
result in delays in recovering securities the fund’s NAV. In addition, in stressed
and/or capital from a counterparty. The market conditions or periods of mar-
value of securities of smaller, less well- ket disruption or volatility, the market
known issuers can be more volatile than for shares may become less liquid in
that of larger issuers. response to deteriorating liquidity in
the markets for the fund’s underlying
Fluctuation of Net Asset Value and portfolio holdings.
Share Price. The NAV of the fund’s
shares will generally fluctuate with The market price of shares during
changes in the market value of the fund’s the trading day, like the price of any
holdings. The fund’s shares are listed exchange-traded security, includes a
on an exchange and can be bought and bid-ask spread charged by the exchange
sold in the secondary market at market specialist, market makers, or other
prices. The market prices of shares will participants that trade the particular
fluctuate in accordance with changes in security. In times of severe market
NAV and supply and demand on the list- disruption or volatility, the bid-ask spread
ing exchange. Although a share’s market can increase significantly. At those times,
price is expected to approximate its NAV, shares are most likely to be traded at
it is possible that the market price and a discount to NAV, and the discount
NAV will vary significantly. As a result, is likely to be greatest when the price
you may sustain losses if you pay more of shares is falling fastest, which may
than the shares’ NAV when you purchase be the time that you most want to sell
shares, or receive less than the shares’ your shares. The Adviser expects that,
NAV when you sell shares, in the second- under normal market conditions, large
ary market. During periods of disrup- discounts or premiums to NAV will not
tions to creations and redemptions, the be sustained in the long term because of
existence of extreme market volatility, or arbitrage opportunities.
lack of an active trading market for the Correlation to Index. The performance
fund’s shares, the market price of fund of the fund and the Nasdaq Composite
shares is more likely to differ significantly Index® may vary somewhat due to factors
from the fund’s NAV. During such periods, such as fees and expenses of the fund,
you may be unable to sell your shares or
11 ProspectusFund Basics – continued
transaction costs, imperfect correlation may be concentrated to approximately
between the fund’s securities and those the same extent that the fund’s index
in the index, timing differences associ- concentrates in the securities of issu-
ated with additions to and deletions from ers in a particular industry or group of
the index, and changes in the shares industries.
outstanding of the component securities.
Trading Issues. Although shares are
The fund may not be fully invested at
listed on an exchange, there can be
times. The use of sampling techniques or
no assurance that an active trading
futures or other derivative positions may
market or requirements to remain
affect the fund’s ability to achieve close
listed will be met or maintained. Only
correlation with the index. In addition,
an Authorized Participant may engage
the fund may not be able to invest in
in creation or redemption transactions
certain securities in the index or invest
directly with the fund. The fund has a
in them in the exact proportions in which
limited number of intermediaries that
they are represented in the index due to
act as Authorized Participants. There
regulatory restrictions. Errors in the con-
are no obligations of market makers to
struction or calculation of the index may
make a market in the fund’s shares or of
occur from time to time and may not be
Authorized Participants to submit pur-
identified and corrected for some period
chase or redemption orders for Creation
of time, which may have an adverse
Units. Decisions by market makers or
impact on the fund and its shareholders.
Authorized Participants to reduce their
Passive Management Risk. An index role with respect to market making or
fund is managed with a passive invest- creation and redemption activities during
ment strategy, attempting to track the times of market stress, or a decline in the
performance of an unmanaged index number of Authorized Participants due to
of securities, regardless of the current decisions to exit the business, bank-
or projected performance of the fund’s ruptcy, or other factors, could inhibit the
index or of the actual securities included effectiveness of the arbitrage process in
in the index. This differs from an actively maintaining the relationship between the
managed fund, which typically seeks underlying value of the fund’s portfolio
to outperform a benchmark index. As a securities and the market price of fund
result, an index fund’s performance could shares. To the extent no other Authorized
be lower than actively managed funds Participants are able to step forward
that may shift their portfolio assets to to create or redeem, shares may trade
take advantage of market opportunities at a discount to NAV and possibly face
or lessen the impact of a market decline delisting. In addition, trading of shares in
or a decline in the value of one or more the secondary market may be halted, for
issuers. The structure and composition of example, due to activation of marketwide
an index fund’s index will affect the per- “circuit breakers.” If trading halts or an
formance, volatility, and risk of the index unanticipated early closing of the listing
and, consequently, the performance, exchange occurs, a shareholder may be
volatility, and risk of the fund. The fund unable to purchase or sell shares of the
Prospectus 12fund. FDC, the distributor of the fund’s Securities Lending Risk. Securities
shares, does not maintain a secondary lending involves the risk that the bor-
market in the shares. rower may fail to return the securities
If the Nasdaq Composite Index® is loaned in a timely manner or at all. If
discontinued or the Adviser’s license with the borrower defaults on its obligation to
the sponsor of the Nasdaq Composite return the securities loaned because of
Index® is terminated, the fund may seek insolvency or other reasons, a fund could
shareholder approval to substitute a experience delays and costs in recovering
different index or, alternatively, may liq- the securities loaned or in gaining access
uidate the fund if the Board of Trustees to the collateral. These delays and costs
deems it to be in the best interest of could be greater for foreign securi-
shareholders. ties. If a fund is not able to recover the
securities loaned, the fund may sell the
If the fund’s shares are delisted from the collateral and purchase a replacement
listing exchange, the Adviser may seek to investment in the market. The value of
list the fund shares on another market, the collateral could decrease below the
merge the fund with another exchange- value of the replacement investment by
traded fund or traditional mutual fund, the time the replacement investment is
or redeem the fund shares at NAV. purchased.
Shares of the fund, similar to shares of Other Investment Strategies
other issuers listed on a stock exchange,
In addition to the principal investment
may be sold short and are therefore sub-
strategies discussed above, Geode may
ject to the risk of increased volatility and
use various techniques, such as buying
price decreases associated with being
and selling futures contracts, swaps, and
sold short.
exchange traded funds, to increase or
Mid Cap Investing. The value of secu- decrease the fund’s exposure to changing
rities of medium size, less well-known security prices or other factors that affect
issuers can be more volatile than that of security values.
relatively larger issuers and can react dif-
Fundamental Investment
ferently to issuer, political, market, and
Policies
economic developments than the market
as a whole and other types of stocks. The following is fundamental, that is,
subject to change only by shareholder
Small Cap Investing. The value of approval:
securities of smaller, less well-known
issuers can be more volatile than that of Fidelity® Nasdaq Composite
larger issuers and can react differently Index® ETF seeks to provide invest-
to issuer, political, market, and economic ment returns that closely correspond to
developments than the market as a the price and yield performance of the
whole and other types of stocks. Smaller Nasdaq Composite Index®.
issuers can have more limited product
lines, markets, and financial resources.
13 ProspectusFund Basics – continued
Shareholder Notice prices which may vary throughout the
The following is subject to change day and may differ from NAV.
only upon 60 days’ prior notice to To the extent that the fund’s assets are
shareholders: traded in other markets on days when the
Fidelity® Nasdaq Composite fund is not open for business, the value
Index® ETF normally invests at least of the fund’s assets may be affected on
80% of its assets in common stocks those days. In addition, trading in some
included in the Nasdaq Composite of the fund’s assets may not occur on days
Index®. when the fund is open for business.
NAV is calculated using the values of
Valuing Shares other open-end funds, if any, in which the
The fund is open for business each day fund invests (referred to as underlying
that either the listing exchange or the funds). Shares of underlying funds are
New York Stock Exchange (NYSE) is valued at their respective NAVs. Other
open. assets are valued primarily on the basis of
market quotations, official closing prices,
The NAV is the value of a single share. or information furnished by a pricing
Fidelity normally calculates NAV as of service. Certain short-term securities are
the close of regular trading hours on the valued on the basis of amortized cost. If
listing exchange or the NYSE, normally market quotations, official closing prices,
4:00 p.m. Eastern time. The fund’s assets or information furnished by a pricing
normally are valued as of this time for the service are not readily available or, in the
purpose of computing NAV. The prices at Adviser’s opinion, are deemed unreliable
which creations and redemptions occur for a security, then that security will be
are based on the next calculation of NAV fair valued in good faith by the Adviser
after a creation or redemption order is in accordance with applicable fair value
received in an acceptable form under the pricing policies. For example, if, in the
authorized participant agreement. Adviser’s opinion, a security’s value has
NAV is not calculated and the fund will been materially affected by events occur-
not process purchase and redemption ring before a fund’s pricing time but after
requests submitted on days when the the close of the exchange or market on
fund is not open for business. The time at which the security is principally traded,
which shares are priced and until which then that security will be fair valued in
purchase and redemption orders are good faith by the Adviser in accordance
accepted may be changed as permit- with applicable fair value pricing policies.
ted by the Securities and Exchange Fair value pricing will be used for high
Commission (SEC). yield debt securities when available pric-
ing information is determined to be stale
Shares of the fund may be purchased or for other reasons not to accurately
through a broker in the secondary reflect fair value.
market by individual investors at market
Prospectus 14Fair value pricing is based on subjective
judgments and it is possible that the fair
value of a security may differ materially
from the value that would be realized if
the security were sold.
15 ProspectusShareholder Information
Additional Information or less than the fund’s NAV (discount).
As a result, you may pay more than NAV
about the Purchase
when you purchase shares, and receive
and Sale of Shares less than NAV when you sell shares, in
As used in this prospectus, the term the secondary market. If you buy or sell
“shares” generally refers to the shares shares in the secondary market, you will
offered through this prospectus. incur customary brokerage commissions
and charges. Due to such commissions
General Information and charges, frequent trading may
Information on Fidelity
detract significantly from investment
Fidelity Investments was established in returns.
1946 to manage one of America’s first
The fund is designed to offer investors an
mutual funds. Today, Fidelity is one of
equity investment that can be bought and
the world’s largest providers of financial
sold frequently in the secondary market
services.
without impact on the fund, and such
In addition to its fund business, the trading activity is critical to ensuring that
company operates one of America’s lead- the market price of fund shares remains
ing brokerage firms, Fidelity Brokerage at or close to NAV. Accordingly, the Board
Services LLC. Fidelity is also a leader of Trustees has not adopted policies
in providing tax-advantaged retirement and procedures designed to discourage
plans for individuals investing on their excessive or short-term trading by these
own or through their employer. investors.
The Depository Trust Company (DTC) is Shares can be purchased and redeemed
a limited trust company and securities directly from the fund at NAV only by
depository that facilitates the clearance Authorized Participants in large incre-
and settlement of trades for its partici- ments called “Creation Units.” The fund
pating banks and broker-dealers. DTC accommodates frequent purchases
has executed an agreement with FDC, and redemptions of Creation Units by
the fund’s distributor. Authorized Participants and does not
place a limit on purchases or redemp-
Buying and Selling Shares in
tions of Creation Units by these investors.
the Secondary Market
The fund reserves the right, but does
Shares of the fund are listed and traded not have the obligation, to reject any
on an exchange, and individual fund purchase or transaction at any time. In
shares may only be bought and sold in addition, the fund reserves the right to
the secondary market through a broker. impose restrictions on disruptive, exces-
The fund does not impose any minimum sive, or short-term trading.
investment for shares of the fund pur-
chased on an exchange. These transac- Precautionary Notes
tions are made at market prices that • Note to Investment Companies.
may vary throughout the day and may be For purposes of the 1940 Act, shares are
greater than the fund’s NAV (premium) issued by the fund, and the acquisition of
Prospectus 16shares by investment companies is sub- mentioned here should not be considered
ject to the restrictions of Section 12(d) a complete description of all the activi-
(1) of the 1940 Act. Registered invest- ties that could lead to a categorization as
ment companies are permitted to invest an underwriter.
in a fund beyond the limits set forth in
Dealers who are not “underwriters” but
Section 12(d)(1), subject to certain
are participating in a distribution (as
terms and conditions, including that
opposed to engaging in ordinary second-
such investment companies enter into an
ary market transactions), and thus
agreement with the fund.
dealing with shares as part of an “unsold
• Note to Authorized Participants allotment” within the meaning of Section
Regarding Continuous Offering. 4(a)(3)(C) of the Securities Act, will be
Certain legal risks may exist that are unable to take advantage of the pro-
unique to Authorized Participants pur- spectus delivery exemption provided by
chasing Creation Units directly from the Section 4(a)(3) of the Securities Act.
fund. Because new Creation Units may be
This is because the prospectus delivery
issued on an ongoing basis, at any point
exemption in Section 4(a)(3) of the
a “distribution,” as such term is used in
Securities Act is not available in respect
the Securities Act of 1933 (the Securities
of such transactions as a result of Section
Act), could be occurring. As a broker-
24(d) of the 1940 Act. As a result, you
dealer, certain activities that you perform
should note that dealers who are not
may, depending on the circumstances,
underwriters but are participating in a
result in your being deemed a participant
distribution (as opposed to engaging in
in a distribution, in a manner which
ordinary secondary market transactions)
could render you a statutory under-
and thus dealing with the shares that
writer and subject you to the prospectus
are part of an overallotment within the
delivery and liability provisions of the
meaning of Section 4(a)(3)(A) of the
Securities Act.
Securities Act would be unable to take
For example, you may be deemed a advantage of the prospectus delivery
statutory underwriter if you purchase exemption provided by Section 4(a)
Creation Units from the fund, break them (3) of the Securities Act. Firms that
down into individual fund shares, and incur a prospectus-delivery obligation
sell such shares directly to customers, with respect to shares of the fund are
or if you choose to couple the creation reminded that, under Rule 153 under
of a supply of new fund shares with an the Securities Act, a prospectus delivery
active selling effort involving solicitation obligation under Section 5(b)(2) of
of secondary market demand for fund the Securities Act owed to an exchange
shares. A determination of whether a member in connection with a sale on an
person is an underwriter for purposes of exchange is satisfied by the fact that the
the Securities Act depends upon all of prospectus is available at the exchange
the facts and circumstances pertaining to upon request. The prospectus delivery
that person’s activities, and the examples mechanism provided in Rule 153 is only
17 ProspectusShareholder Information – continued
available with respect to transactions investments, and distributes these gains
on an exchange. Certain affiliates of the (less any losses) as capital gain distribu-
fund may purchase and resell fund shares tions. If you purchased your shares in
pursuant to this prospectus. the secondary market, your broker is
responsible for distributing the income
• Note to Secondary Market
and capital gain distributions to you.
Investors. DTC, or its nominee, is the
registered owner of all outstanding The fund normally pays dividends, if any,
shares of the fund. The Adviser will not quarterly in March, June, September, and
have any record of your ownership. Your December and capital gain distributions
ownership of shares will be shown on the in December.
records of DTC and the DTC participant
broker through which you hold the Tax Consequences
shares. Your broker will provide you with
account statements, confirmations of As with any investment, your investment
your purchases and sales, and tax infor- in the fund could have tax consequences
mation. Your broker will also be respon- for you. If you are not investing through a
sible for distributing income and capital tax-advantaged retirement account, you
gain distributions and for sending you should consider these tax consequences.
shareholder reports and other informa- Taxes on Distributions
tion as may be required. Distributions investors receive are sub-
Costs Associated with ject to federal income tax, and may also
Creations and Redemptions be subject to state or local taxes.
The fund may impose a creation transac- For federal tax purposes, certain distribu-
tion fee and a redemption transaction fee tions, including dividends and distribu-
to offset transfer and other transaction tions of short-term capital gains, are
costs associated with the issuance and taxable to investors as ordinary income,
redemption of Creation Units of shares. while certain distributions, including
Information about the procedures regard- distributions of long-term capital gains,
ing creation and redemption of Creation are taxable to investors generally as
Units and the applicable transaction fees capital gains. A percentage of certain
is included in the statement of additional distributions of dividends may qualify for
information (SAI). taxation at long-term capital gains rates
(provided certain holding period require-
Dividends and Capital ments are met).
Gain Distributions If investors buy shares when a fund has
The fund earns dividends, interest, and realized but not yet distributed income
other income from its investments, and or capital gains, they will be “buying a
distributes this income (less expenses) dividend” by paying the full price for the
to shareholders as dividends. The fund shares and then receiving a portion of
also realizes capital gains from its
Prospectus 18the price back in the form of a taxable
distribution.
Any taxable distributions investors
receive will normally be taxable to them
when they receive them.
Taxes on Transactions
Purchases and sales of shares, as well as
purchases and redemptions of Creation
Units, may result in a capital gain or loss
for federal tax purposes.
19 ProspectusFund Services
Fund Management As of December 31, 2019, Geode had
approximately $554 billion in discretion-
Adviser ary assets under management.
FMR. The Adviser is the fund’s man-
Portfolio Manager(s)
ager. The address of the Adviser is 245
Summer Street, Boston, Massachusetts Deane Gyllenhaal is senior portfolio man-
02210. ager of the fund, which he has managed
since September 2014. He also manages
As of January 1, 2020, the Adviser had other funds. Since joining Geode in 2014,
approximately $2.6 trillion in discretion- Mr. Gyllenhaal has worked as a senior
ary assets under management, and as of portfolio manager.
December 31, 2019, approximately $3.2
trillion when combined with all of its Louis Bottari is senior portfolio manager
affiliates’ assets under management. of the fund, which he has managed since
January 2009. He also manages other
As the manager, the Adviser is respon- funds. Since joining Geode in 2008,
sible for handling the fund’s business Mr. Bottari has worked as an assistant
affairs. portfolio manager, portfolio manager, and
Sub-Adviser(s) senior portfolio manager.
Pursuant to an SEC exemptive order, Peter Matthew is portfolio manager of
the Adviser intends to act as a manager the fund, which he has managed since
of managers, meaning that the Adviser August 2012. He also manages other
has the responsibility to oversee sub- funds. Since joining Geode in 2007,
advisers and recommend their hiring, Mr. Matthew has worked as a senior
termination, and replacement. Subject operations associate, portfolio manager
to approval by the Board of Trustees assistant, assistant portfolio manager,
but without shareholder approval, the and portfolio manager.
Adviser may replace or hire unaffiliated
Robert Regan is portfolio manager of
sub-advisers or amend the terms of
the fund, which he has managed since
their existing sub-advisory agreements,
December 2016. He also manages other
if any. In the event of approval of a new
funds. Since joining Geode in 2016, Mr.
unaffiliated sub-adviser, you will be
Regan has worked as a portfolio manager.
provided with information about the new
Prior to joining Geode, Mr. Regan was
sub-adviser and sub-advisory agreement
senior implementation portfolio manager
within ninety days of appointment.
at State Street Global Advisors from 2008
Geode, at 100 Summer Street, 12th to 2016.
Floor, Boston, Massachusetts 02110,
Payal Gupta is portfolio manager of the
serves as a sub-adviser for the fund.
fund, which she has managed since June
Geode chooses the fund’s investments
2019. She also manages other funds.
and places orders to buy and sell the
Since joining Geode in 2019, Ms. Gupta
fund’s investments.
has worked as a portfolio manager. Prior
to joining Geode, Ms. Gupta worked at
Prospectus 20State Street Global Advisors from 2005 compensation for providing recordkeep-
to 2019, most recently as senior portfolio ing and administrative services, as well
manager. as other retirement plan expenses, and
compensation for services intended to
The SAI provides additional information
result in the sale of fund shares. These
about the compensation of, any other
payments are described in more detail in
accounts managed by, and any fund
this section and in the SAI.
shares held by the portfolio manager(s).
Distribution and Service Plan(s)
Advisory Fee(s)
The fund pays a management fee to While the fund will not make direct
the Adviser. The management fee is payments for distribution or shareholder
calculated and paid to the Adviser support services, the fund has adopted a
every month. The Adviser pays all of the Distribution and Service Plan pursuant
other expenses of the fund with limited to Rule 12b-1 under the 1940 Act with
exceptions. respect to its shares. The Plan recognizes
that the Adviser may use its management
The fund’s annual management fee rate fee revenues, as well as its past profits or
is 0.21% of its average net assets. its resources from any other source, to
The Adviser pays Geode for providing pay FDC for expenses incurred in con-
investment management services. nection with providing services intended
to result in the sale of shares of the fund
The basis for the Board of Trustees and/or shareholder support services. The
approving the management contract and Adviser, directly or through FDC, may pay
sub-advisory agreement for the fund is significant amounts to intermediaries
available in the fund’s semi-annual report that provide those services. Currently,
for the fiscal period ended May 31, 2020. the Board of Trustees of the fund has
From time to time, the Adviser or its authorized such payments for shares of
affiliates may agree to reimburse or waive the fund.
certain fund expenses while retaining the If payments made by the Adviser to
ability to be repaid if expenses fall below FDC or to intermediaries under the
the specified limit prior to the end of the Distribution and Service Plan were con-
fiscal year. sidered to be paid out of the fund’s assets
Reimbursement or waiver arrange- on an ongoing basis, they might increase
ments can decrease expenses and boost the cost of your investment and might
performance. cost you more than paying other types of
sales charges.
Fund Distribution No dealer, sales representative, or any
FDC distributes the fund’s shares. other person has been authorized to give
any information or to make any repre-
Intermediaries may receive from the sentations, other than those contained
Adviser, FDC, and/or their affiliates in this prospectus and in the related SAI,
21 ProspectusFund Services – continued in connection with the offer contained in this prospectus. If given or made, such other information or representa- tions must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer. Other Service Providers State Street Bank and Trust Company serves as the fund’s transfer agent and custodian, and is located at One Heritage Drive, Floor 1, North Quincy, Massachusetts, 02171 and 1 Lincoln Street, Boston, Massachusetts, 02111, respectively. Prospectus 22
Appendix
Financial Highlights lost) on an investment in shares (assum-
ing reinvestment of all dividends and dis-
Financial Highlights are intended to tributions). The annual information has
help you understand the financial history been audited by PricewaterhouseCoopers
of fund shares for the past 5 years (or, LLP, independent registered public
if shorter, the period of operations). accounting firm, whose report, along with
Certain information reflects financial fund financial statements, is included
results for a single share. The total in the annual report. Annual reports are
returns in the table represent the rate available for free upon request.
that an investor would have earned (or
Fidelity Nasdaq Composite Index ETF
Years ended November 30, 2020 2019 2018 2017 2016
Selected Per–Share Data������������������
Net asset value, beginning of period������������ $340.94 $287.90 $270.47 $209.73 $201.07
Income from Investment Operations������������
Net investment income (loss) A���������������� 3.45 3.53 2.76 2.40 2.43
Net realized and unrealized gain (loss)���� 136.80 52.98 17.36 60.58 8.56
Total from investment operations������������ 140.25 56.51 20.12 62.98 10.99
Distributions from net investment income ���� (3.42) (3.47) (2.69) (2.24) (2.33)
Distributions from net realized gain�������������� (3.14) – – – –
Total distributions���������������������������������� (6.56) (3.47) (2.69) (2.24) (2.33)
Net asset value, end of period�������������������� $474.63 $340.94 $287.90 $270.47 $209.73
Total Return B, C ������������������������������������������� 41.87% 19.83% 7.42% 30.21% 5.56%
Ratios to Average Net As-
sets D, E �������������������������������������������������������������
Expenses before reductions�������������������� .21% .27% .27% .31% .32%
Expenses net of fee waivers, if any���������� .21% .21% .21% .21% .21%
Expenses net of all reductions ���������������� .21% .21% .21% .21% .21%
Net investment income (loss) ���������������� .90% 1.15% .95% .99% 1.25%
Supplemental Data ����������������������������
Net assets, end of period (000 omitted)�� $3,346,121 $2,202,470 $1,848,322 $1,479,445 $755,017
Portfolio turnover rate F, G��������������������������������� 19% 6% 10% 12% 6%
A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the
applicable periods shown.
C Based on net asset value.
D Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are
not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share
of these expenses. For additional expense information related to investments in Fidelity
Central Funds, please refer to the “Investments in Fidelity Central Funds” note found in the
Notes to Financial Statements section of the most recent Annual or Semi-Annual report.
23 ProspectusAppendix – continued
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not
reflect amounts reimbursed, waived, or reduced through arrangements with the investment
advisor, brokerage services, or other offset arrangements, if applicable, and do not
represent the amount paid by the class during periods when reimbursements, waivers or
reductions occur.
F Portfolio turnover rate excludes securities received or delivered in-kind.
G Amount does not include the portfolio activity of any underlying mutual funds or
exchange-traded funds (ETFs).
Prospectus 24Additional Index only relationship to Nasdaq, Inc.
(“Licensee”) is in the licensing of the
Information
Nasdaq®, Nasdaq Composite Index®,
The Nasdaq Composite Nasdaq Composite®, The Nasdaq Stock
Index®measures all Nasdaq® domes- Market®, the Nasdaq Composite® trade-
tic and international based common marks, and certain trade names of the
type stocks listed on The Nasdaq Stock Corporations and the use of the Nasdaq
Market® (Nasdaq®). Oversight responsi- Composite Index®, which is determined,
bility for the Index, including methodol- composed and calculated by NASDAQ
ogy, is handled by Nasdaq. The Index is without regard to Licensee or the
calculated and disseminated once per Product(s). NASDAQ has no obligation
second during normal Nasdaq trading to take the needs of the Licensee or the
hours, normally from 9:30 a.m. to 4:00 owners of the Product(s) into consider-
p.m. Eastern time, using Nasdaq prices ation in determining, composing or calcu-
during the day and the Nasdaq Official lating the Nasdaq Composite Index®. The
Closing Prices for the close. The closing Corporations are not responsible for and
value of the Index may change and be have not participated in the determina-
updated until 5:16 p.m. Eastern time tion of the timing of, prices at, or quanti-
due to corrections to the Nasdaq Official ties of the Product(s) to be issued or in
Closing Price of the component securities the determination or calculation of the
between 4:00 p.m. and 5:15 p.m. Eastern equation by which the Product(s) is to
time. be converted into cash. The Corporations
have no liability in connection with the
FMR has entered into a license agree-
administration, marketing or trading of
ment with Nasdaq to use the Index.
the Product(s).
The Product(s) is not sponsored,
THE CORPORATIONS DO NOT
endorsed, sold or promoted by NASDAQ,
GUARANTEE THE ACCURACY AND/OR
Inc. or its affiliates (NASDAQ, with
UNINTERRUPTED CALCULATION OF
its affiliates, are referred to as the
THE INDEX OR ANY DATA INCLUDED
“Corporations”). The Corporations have
THEREIN. THE CORPORATIONS MAKE
not passed on the legality or suitabil-
NO WARRANTY, EXPRESS OR IMPLIED,
ity of, or the accuracy or adequacy of
AS TO RESULTS TO BE OBTAINED BY
descriptions and disclosures relating
LICENSEE, OWNERS OF SHARES OF
to, the Product(s). The Corporations
THE FUND, OR ANY OTHER PERSON
make no representation or warranty,
OR ENTITY FROM THE USE OF THE
express or implied to the owners of the
INDEX OR ANY DATA INCLUDED
Product(s) or any member of the public
THEREIN. THE CORPORATIONS
regarding the advisability of investing in
MAKE NO EXPRESS OR IMPLIED
securities generally or in the Product(s)
WARRANTIES, AND EXPRESSLY
particularly, or the ability of the Nasdaq
DISCLAIM ALL WARRANTIES OF
Composite Index® to track general stock
MERCHANTABILITY OR FITNESS
market performance. The Corporations’
FOR A PARTICULAR PURPOSE OR
25 ProspectusAppendix – continued USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Additional information regarding the index is available on www.nasdaq.com. Prospectus 26
Notes
Notes
Notes
Notes
Notes
You can obtain additional information about the fund. A description of the fund’s policies and procedures for disclosing its holdings is available in its SAI and on Fidelity’s web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund’s annual and semi-annual reports also include additional information. The fund’s annual report includes a discussion of the fund’s holdings and recent market conditions and the fund’s investment strategies that affected performance. For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-FIDELITY. In addition, you may visit Fidelity’s web site at www.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information. The SAI, the fund’s annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC’s web site (http:/ /www. sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund’s SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC’s Public Reference Room. Investment Company Act of 1940, File Number, 811-02546 FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300. Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2021 FMR LLC. All rights reserved. Nasdaq Composite Index®, Nasdaq®, OMX, Nasdaq Composite®, and The Nasdaq Stock Market® are registered trademarks of Nasdaq, Inc. Any third-party marks that may appear above are the marks of their respective owners. 1.783650.120ETF-PRO-0121
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