This
example
helps
compare the cost of investing in the fund with the cost of investing in other
funds.
Let's say, hypothetically, that the annual return for shares of
the fund is 5% and that the fees and the annual operating expenses for shares of
the fund are exactly as described in the fee table. This example illustrates the
effect of fees and expenses, but is not meant to suggest actual or expected fees
and expenses or returns, all of which may vary. For every $10,000 you invested,
here's how much you would pay in total expenses if you sell all of your shares
at the end of each time period indicated:
1
year |
$
|
22
|
3
years |
$
|
68
|
5
years |
$
|
118
|
10
years |
$
|
268
|
Portfolio
Turnover
The
fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual operating expenses or in the example, affect the fund's performance.
During the most recent fiscal year, the fund's portfolio turnover rate
was 8 %
of the average value of its portfolio.
Principal
Investment Strategies
- Using
statistical sampling techniques that take into account such factors as
capitalization, industry exposures, dividend yield, price/earnings (P/E)
ratio, price/book (P/B) ratio, and earnings growth to create a portfolio of
securities listed in the index that have a similar investment profile to the
entire index.
- Normally
investing at least 80% of assets in common stocks included in the
index.
- Lending
securities to earn income for the fund.
The
fund may operate as a non-diversified fund, as defined under the Investment
Company Act of 1940 (1940 Act), to the approximate extent the index is
non-diversified. The fund may therefore operate as non-diversified solely as a
result of a change in relative market capitalization or index weighting of one
or more constituents of the index.
Principal
Investment Risks
Stock
markets and, as a result, stock market indexes, are volatile and can decline
significantly in response to adverse issuer, political, regulatory, market, or
economic developments. Different parts of the market, including different market
sectors, and different types of securities can react differently to these
developments.
- Technology
Industry Concentration.
The
technology industries can be significantly affected by obsolescence of existing
technology, short product cycles, falling prices and profits, competition from
new market entrants, and general economic conditions.
The
value of an individual security or particular type of security can be more
volatile than, and can perform differently from, the market as a whole.
Changes
in the financial condition of an issuer or counterparty (e.g., broker-dealer or
other borrower in a securities lending transaction) can increase the risk of
default by an issuer or counterparty, which can affect a security's or
instrument's value or result in delays in recovering securities and/or capital
from a counterparty.
The
value of securities of smaller issuers can be more volatile than that of larger
issuers.
- Fluctuation
of Net Asset Value and Share Price.
The
net asset value per share (NAV) of the fund will generally fluctuate with
changes in the market value of the fund's holdings. The fund's shares can be
bought and sold in the secondary market at market prices. Disruptions to
creations and redemptions, the existence of extreme market volatility or
potential lack of an active trading market for the fund's shares may result in
the fund's shares trading significantly above (at a premium) or below (at a
discount) to NAV.
In
addition, in stressed market conditions or periods of market disruption or
volatility, the market for shares may become less liquid in response to
deteriorating liquidity in the markets for the fund's underlying portfolio
holdings.
The
performance of the fund and its underlying index may vary somewhat due to
factors such as fees and expenses of the fund, transaction costs, sample
selection, regulatory restrictions, and timing differences associated with
additions to and deletions from the index. Errors in the construction or
calculation of the index may occur from time to time and may not be identified
and corrected for some period of time, which may have an adverse impact on the
fund and its shareholders.
The
fund is managed with a passive investment strategy, attempting to track the
performance of an unmanaged index of securities, regardless of the current or
projected performance of the fund's index or of the actual securities included
in the index. This differs from an actively managed fund, which typically seeks
to outperform a benchmark index. As a result, the fund's performance could be
lower than actively managed funds that may shift their portfolio assets to take
advantage of market opportunities or lessen the impact of a market decline or a
decline in the value of one or more issuers.
The
fund may be concentrated to approximately the same extent that the fund's index
concentrates in the securities of issuers in a particular industry or group of
industries.
There
can be no assurance that an active trading market will be maintained. Market
makers and Authorized Participants are not obligated to make a market in the
fund's shares or to submit purchase and redemption orders for creation units. In
addition, trading may be halted, for example, due to market conditions.
The
value of securities of medium size, less well-known issuers can perform
differently from the market as a whole and other types of stocks and can be more
volatile than that of larger issuers.
The
value of securities of smaller, less well-known issuers can perform differently
from the market as a whole and other types of stocks and can be more volatile
than that of larger issuers.
Securities
lending involves the risk that the borrower may fail to return the securities
loaned in a timely manner or at all. If the borrower defaults on its obligation
to return the securities loaned because of insolvency or other reasons, a fund
could experience delays and costs in recovering the securities loaned or in
gaining access to the collateral.
In
addition, the fund may operate as a non-diversified fund under the 1940 Act to
the approximate extent the index is non-diversified. A non-diversified fund may
invest a greater portion of its assets in securities of a smaller number of
individual issuers than a diversified fund. As a result, changes in the market
value of a single investment could cause greater fluctuations in share price
than would occur in a more diversified fund.
An
investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency .
You
could lose money by investing in the fund.
Performance
The
following information is intended to help you understand the risks of investing
in the fund.
The
information illustrates the changes in the performance of the fund's shares from
year to year and compares the performance of the fund's shares to the
performance of a securities market index over various periods of time.
The
index description appears in the "Additional Index Information" section of the
prospectus. Past
performance (before and after taxes) is not an indication of future
performance.
Visit
www.fidelity.com
for
more recent performance information.
Year-by-Year
Returns
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
|
39.68 %
|
14.59 %
|
6.88 %
|
8.92 %
|
29.22 %
|
-
3.07 %
|
37.02 %
|
44.79 %
|
22.38 %
|
-
32.07 %
|
During
the periods shown in the chart: |
Returns
|
Quarter
ended |
Highest
Quarter Return |
30.82
%
|
June
30, 2020 |
Lowest
Quarter Return |
-
22.04 %
|
June
30, 2022 |
Average
Annual Returns
After-tax
returns are calculated using the historical highest individual federal marginal
income tax rates, but do not reflect the impact of state or local taxes.
Actual
after-tax returns may differ depending on your individual circumstances.
The
after-tax returns shown are not relevant if you hold your shares in a retirement
account or in another tax-deferred arrangement, such as an employee benefit plan
(profit sharing, 401(k), or 403(b) plan). Return
After Taxes on Distributions and Sale of Fund Shares may be higher than other
returns for the same period due to a tax benefit of realizing a capital loss
upon the sale of fund shares.
For
the periods ended December 31, 2022 |
Past
1
year
|
Past
5
years
|
Past
10
years
|
Fidelity®
Nasdaq Composite Index® ETF |
|
|
|
Return
Before Taxes |
-
32.07
%
|
9.83
%
|
14.43
%
|
Return
After Taxes on Distributions |
-
32.32
%
|
9.51
%
|
14.11
%
|
Return
After Taxes on Distributions and Sale of Fund Shares
|
-
18.98 %
|
7.73
%
|
12.12
%
|
Nasdaq
Composite Index®
(reflects
no deduction for fees, expenses, or taxes) |
-
32.54
%
|
9.67
%
|
14.43
%
|
|
|
|
|
Investment
Adviser
Fidelity
Management & Research Company LLC (FMR) (the Adviser) is the fund's manager.
Geode Capital Management, LLC serves as a sub-adviser for the fund.
Portfolio
Manager(s)
Louis
Bottari (Senior Portfolio Manager) has managed the fund since 2009.
Peter
Matthew (Senior Portfolio Manager) has managed the fund since 2012.
Robert
Regan (Portfolio Manager) has managed the fund since 2016.
Payal
Gupta (Portfolio Manager) has managed the fund since 2019.
Navid
Sohrabi (Portfolio Manager) has managed the fund since 2019.
Purchase
and Sale of Shares
Shares
of the fund are listed and traded on an exchange, and individual fund shares may
only be bought and sold in the secondary market through a broker or dealer at
market price. These transactions, which do not involve the fund, are made at
market prices that may vary throughout the day, rather than at NAV. Shares of
the fund may trade at a price greater than the fund's NAV (premium) or less than
the fund's NAV (discount). An investor may incur costs attributable to the
difference between the highest price a buyer is willing to pay to purchase
shares (bid) and the lowest price a seller is willing to accept for shares (ask)
when buying or selling fund shares in the secondary market (the "bid-ask
spread"). Recent information, including information regarding the fund's NAV,
market price, premiums and discounts, and bid-ask spread, is available at
www.fidelity.com.
Tax
Information
Distributions
you receive from the fund are subject to federal income tax and generally will
be taxed as ordinary income or capital gains, and may also be subject to state
or local taxes, unless you are investing through a tax-advantaged retirement
account (in which case you may be taxed later, upon withdrawal of your
investment from such account).
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
affiliated 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
intermediary and your investment professional to recommend the fund over another
investment. Ask your investment professional or visit your intermediary's web
site for more information.
Fund
Basics
Investment
Objective
Fidelity®
Nasdaq Composite Index® ETF seeks to provide investment returns that closely
correspond to the price and yield performance of the Nasdaq Composite
Index ®
.
Principal
Investment Strategies
Geode
Capital Management, LLC (Geode) intends to use statistical sampling techniques
to attempt to replicate the returns of the index. Statistical sampling
techniques attempt to match the investment characteristics of the index and the
fund by taking into account such factors as capitalization, industry exposures,
dividend yield, P/E ratio, P/B ratio, and earnings growth. Although the fund may
not necessarily hold all of the same securities as the index, the fund generally
invests in those constituents it does hold in approximately the same proportion
as their index weightings.
Geode
invests at least 80% of the fund's assets in common stocks included in the
Nasdaq Composite Index ®
.
The index is a widely recognized, market capitalization-weighted index that is
designed to represent the performance of Nasdaq ®
securities
and includes approximately 3,000 stocks.
The
fund may operate as a non-diversified fund, as defined under the 1940 Act, to
the approximate extent the index is non-diversified. The fund may therefore
operate as non-diversified solely as a result of a change in relative market
capitalization or index weighting of one or more constituents of the index. As a
result, Geode may invest a significant percentage of the fund's assets in a
single issuer or small number of issuers.
The
fund may not track the Nasdaq Composite Index® because differences between the
index and the fund's portfolio can cause differences in performance. In
addition, expenses, transaction costs, and differences between how and when the
fund and the index are valued can cause differences in performance.
The
Adviser may lend the fund's securities to broker-dealers or other institutions
to earn income for the fund.
If
Geode's strategies do not work as intended, the fund may not achieve its
objective.
Description
of Principal Security Types
Equity
securities represent
an ownership interest, or the right to acquire an ownership interest, in an
issuer. Different types of equity securities provide different voting and
dividend rights and priority in the event of the bankruptcy of the issuer.
Equity securities in the Nasdaq Composite Index ®
include,
but are not limited to, common stocks, American Depositary Receipts, shares of
beneficial interest, and real estate investment trusts (REITs). Equity
securities not included in the Nasdaq Composite Index ®
,
but in which the fund may invest, include preferred stocks, convertible
securities, and warrants.
Principal
Investment Risks
Many
factors affect the fund's performance. Developments that disrupt global
economies and financial markets, such as pandemics and epidemics, may magnify
factors that affect a fund's performance. The fund's NAV changes daily based on
changes in market conditions and interest rates and in response to other
economic, political, or financial developments. The fund's reaction to these
developments will be affected by the types of securities in which the fund
invests, the financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the securities of
that issuer. To the extent that the Nasdaq Composite Index ®
concentrates
in the securities of a particular industry or group of industries, the fund may
similarly concentrate its investments. The fund's performance could depend
heavily on the performance of that industry or group of industries and could be
more volatile than the performance of less concentrated funds. In addition,
because the fund may operate as a non-diversified fund, it may invest a
significant percentage of assets in a single issuer, and the fund's performance
could be closely tied to that one issuer and could be more volatile than the
performance of more diversified funds. When you sell your shares they may be
worth more or less than what you paid for them, which means that you could lose
money by investing in the fund.
T
he
following factors can significantly affect the fund's performance:
Stock
Market Volatility .
The value of equity securities fluctuates in response to issuer, political,
market, and economic developments. Fluctuations, especially in foreign markets,
can be dramatic over the short as well as long term, and different parts of the
market, including different market sectors, and different types of equity
securities can react differently to these developments. For example, stocks of
companies in one sector can react differently from those in another, large cap
stocks can react differently from small cap stocks, and "growth" stocks can
react differently from "value" stocks. Issuer, political, or economic
developments can affect a single issuer, issuers within an industry or economic
sector or geographic region, or the market as a whole. Changes in the financial
condition of a single issuer can impact the market as a whole. Terrorism and
related geo-political risks have led, and may in the future lead, to increased
short-term market volatility and may have adverse long-term effects on world
economies and markets generally.
Industry
Concentration. Market
conditions, interest rates, and economic, regulatory, or financial developments
could significantly affect a single industry or group of related industries, and
the securities of companies in that industry or group of industries could react
similarly to these or other developments. In addition, from time to time, a
small number of companies may represent a large portion of a single industry or
group of related industries as a whole, and these companies can be sensitive to
adverse economic, regulatory, or financial developments.
The
technology
industries
can be significantly affected by obsolescence of existing technology, short
product cycles, falling prices and profits, competition from new market
entrants, and general economic conditions.
Issuer-Specific
Changes. Changes
in the financial condition of an issuer or counterparty ( e.g.,
broker-dealer
or other borrower in a securities lending transaction), changes in specific
economic or political conditions that affect a particular type of security or
issuer, and changes in general economic or political conditions can increase the
risk of default by an issuer or counterparty, which can affect a security's or
instrument's value or result in delays in recovering securities and/or capital
from a counterparty. The value of securities of smaller, less well-known issuers
can be more volatile than that of larger issuers.
Fluctuation
of Net Asset Value and Share Price. The
NAV of the fund's shares will generally fluctuate with changes in the market
value of the fund's holdings. The fund's shares are listed on an exchange and
can be bought and sold in the secondary market at market prices. The market
prices of shares will fluctuate in accordance with changes in NAV and supply and
demand on the listing exchange. Although a share's market price is expected to
approximate its NAV, it is possible that the market price and NAV will vary
significantly. As a result, you may sustain losses if you pay more than the
shares' NAV when you purchase shares, or receive less than the shares' NAV when
you sell shares, in the secondary market. During periods of disruptions to
creations and redemptions, the existence of extreme market volatility, or lack
of an active trading market for the fund's shares, the market price of fund
shares is more likely to differ significantly from the fund's NAV. During such
periods, you may be unable to sell your shares or may incur significant losses
if you sell your shares. There are various methods by which investors can
purchase and sell shares and various orders that may be placed. Investors should
consult their financial intermediary before purchasing or selling shares of a
fund. Disruptions at market makers, Authorized Participants or market
participants may also result in significant differences between the market price
of the fund's shares and the fund's NAV. In addition, in stressed market
conditions
or periods of market disruption or volatility, the market for shares may become
less liquid in response to deteriorating liquidity in the markets for the fund's
underlying portfolio holdings.
The
market price of shares during the trading day, like the price of any
exchange-traded security, includes a bid-ask spread charged by the exchange
specialist, market makers, or other participants that trade the particular
security. In times of severe market disruption or volatility, the bid-ask spread
can increase significantly. At those times, shares are most likely to be traded
at a discount to NAV, and the discount is likely to be greatest when the price
of shares is falling fastest, which may be the time that you most want to sell
your shares. The Adviser expects that, under normal market conditions, large
discounts or premiums to NAV will not be sustained in the long term because of
arbitrage opportunities.
Correlation
to Index. The
performance of the fund and the Nasdaq Composite Index ®
may
vary somewhat due to factors such as fees and expenses of the fund, transaction
costs, imperfect correlation between the fund's securities and those in the
index, timing differences associated with additions to and deletions from the
index, and changes in the shares outstanding of the component securities. The
fund may not be fully invested at times. The use of sampling techniques or
futures or other derivative positions may affect the fund's ability to achieve
close correlation with the index. In addition, the fund may not be able to
invest in certain securities in the index or invest in them in the exact
proportions in which they are represented in the index
due
to regulatory restrictions. Errors in the construction or calculation of the
index may occur from time to time and may not be identified and corrected for
some period of time, which may have an adverse impact on the fund and its
shareholders.
Passive
Management Risk. An
index fund is managed with a passive investment strategy, attempting to track
the performance of an unmanaged index of securities, regardless of the current
or projected performance of the fund's index or of the actual securities
included in the index. This differs from an actively managed fund, which
typically seeks to outperform a benchmark index. As a result, an index fund's
performance could be lower than actively managed funds that may shift their
portfolio assets to take advantage of market opportunities or lessen the impact
of a market decline or a decline in the value of one or more issuers. The
structure and composition of an index fund's index will affect the performance,
volatility, and risk of the index and, consequently, the performance,
volatility, and risk of the fund. The fund may be concentrated to approximately
the same extent that the fund's index concentrates in the securities of issuers
in a particular industry or group of industries.
Trading
Issues .
Although shares are listed on an exchange, there can be no assurance that an
active trading market or requirements to remain listed will be met or
maintained. Only an Authorized Participant may engage in creation or redemption
transactions directly with the fund. The fund has a limited number of
intermediaries that act as Authorized Participants. There are no obligations of
market makers to make a market in the fund's shares or of Authorized
Participants to submit purchase or redemption orders for Creation Units.
Decisions by market makers or Authorized Participants to reduce their role with
respect to market making or creation and redemption activities during times of
market stress, or a decline in the number of Authorized Participants due to
decisions to exit the business, bankruptcy, or other factors, could inhibit the
effectiveness of the arbitrage process in maintaining the relationship between
the underlying value of the fund's portfolio securities and the market price of
fund shares. To the extent no other Authorized Participants are able to step
forward to create or redeem, shares may trade at a discount to NAV and possibly
face delisting. In addition, trading of shares in the secondary market may be
halted, for example, due to activation of marketwide "circuit breakers." If
trading halts or an unanticipated early closing of the listing exchange occurs,
a shareholder may be unable to purchase or sell shares of the fund. FDC, the
distributor of the fund's shares, does not maintain a secondary market in the
shares.
If
the Nasdaq Composite Index ®
is
discontinued or the Adviser's license with the sponsor of the Nasdaq Composite
Index ®
is
terminated, the fund may seek shareholder approval to substitute a different
index or, alternatively, may liquidate the fund if the Board of Trustees deems
it to be in the best interest of shareholders.
If
the fund's shares are delisted from the listing exchange, the Adviser may seek
to list the fund shares on another market, merge the fund with another
exchange-traded fund or traditional mutual fund, or redeem the fund shares at
NAV.
Shares
of the fund, similar to shares of other issuers listed on a stock exchange, may
be sold short and are therefore subject to the risk of increased volatility and
price decreases associated with being sold short.
Mid
Cap Investing. The
value of securities of medium size, less well-known issuers can be more volatile
than that of relatively larger issuers and can react differently to issuer,
political, market, and economic developments than the market as a whole and
other types of stocks.
Small
Cap Investing .
The value of securities of smaller, less well-known issuers can be more volatile
than that of larger issuers and can react differently to issuer, political,
market, and economic developments than the market as a whole and other types of
stocks. Smaller issuers can have more limited product lines, markets, and
financial resources.
Securities
Lending Risk .
Securities lending involves the risk that the borrower may fail to return the
securities loaned in a timely manner or at all. If the borrower defaults on its
obligation to return the securities loaned because of insolvency or other
reasons, a fund could experience delays and costs in recovering the securities
loaned or in gaining access to the collateral. These delays and costs could be
greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment
in the market. The value of the collateral could decrease below the value of the
replacement investment by the time the replacement investment is
purchased.
Other
Investment Strategies
In
addition to the principal investment strategies discussed above, Geode may use
various techniques, such as buying and selling futures contracts, swaps, and
exchange traded funds, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values.
Fundamental
Investment Policies
The
following is fundamental, that is, subject to change only by shareholder
approval:
Fidelity®
Nasdaq Composite Index® ETF seeks to provide investment returns that closely
correspond to the price and yield performance of the Nasdaq Composite
Index®.
Shareholder
Notice
The
following is subject to change only upon 60 days' prior notice to
shareholders:
Fidelity®
Nasdaq Composite Index® ETF normally invests at least 80% of its assets in
common stocks included in the Nasdaq Composite Index ®
.
The
fund is open for business each day that either the listing exchange or the New
York Stock Exchange (NYSE) is open.
The
NAV is the value of a single share. Fidelity normally calculates NAV as of the
close of regular trading hours on the listing exchange or the NYSE, normally
4:00 p.m. Eastern time. The fund's assets normally are valued as of this time
for the purpose of computing NAV. The prices at which creations and redemptions
occur are based on the next calculation of NAV after a creation or redemption
order is received in an acceptable form under the authorized participant
agreement.
NAV
is not calculated and the fund will not process purchase and redemption requests
submitted on days when the fund is not open for business. The time at which
shares are priced and until which purchase and redemption orders are accepted
may be changed as permitted by the Securities and Exchange Commission
(SEC).
Shares
of the fund may be purchased through a broker in the secondary market by
individual investors at market prices which may vary throughout the day and may
differ from NAV.
To
the extent that the fund's assets are traded in other markets on days when the
fund is not open for business, the value of the fund's assets may be affected on
those days. In addition, trading in some of the fund's assets may not occur on
days when the fund is open for business.
NAV
is calculated using the values of other open-end funds, if any, in which the
fund invests (referred to as underlying funds). Shares of underlying funds are
valued at their respective NAVs. Other assets are valued primarily on the basis
of market quotations, official closing prices, or information furnished by a
pricing service. Certain short-term securities are valued on the basis of
amortized cost. If market quotations, official closing prices, or information
furnished by a pricing service are not readily available or, in the Adviser's
opinion, are deemed unreliable for a security, then that security will be fair
valued in good faith by the Adviser in accordance with applicable fair value
pricing policies. For example, if, in the Adviser's opinion, a security's value
has been materially affected by events occurring before a fund's pricing time
but after the close of the exchange or market on which the security is
principally traded, then that security will be fair valued in good faith by the
Adviser in accordance with applicable fair value pricing policies. Fair value
pricing will be used for high yield debt securities when available pricing
information is determined to be stale or for other reasons not to accurately
reflect fair value.
Fair
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.
Shareholder
Information
Additional
Information about the Purchase and Sale of Shares
As
used in this prospectus, the term "shares" generally refers to the shares
offered through this prospectus.
General
Information
Information
on Fidelity
Fidelity
Investments was established in 1946 to manage one of America's first mutual
funds. Today, Fidelity is one of the world's largest providers of financial
services.
In
addition to its fund business, the company operates one of America's leading
brokerage firms, Fidelity Brokerage Services LLC. Fidelity is also a leader in
providing tax-advantaged retirement plans for individuals investing on their own
or through their employer.
The
Depository Trust Company (DTC) is a limited trust company and securities
depository that facilitates the clearance and settlement of trades for its
participating banks and broker-dealers. DTC has executed an agreement with FDC,
the fund's distributor.
Buying
and Selling Shares in the Secondary Market
Shares
of the fund are listed and traded on an exchange, and individual fund shares may
only be bought and sold in the secondary market through a broker. The fund does
not impose any minimum investment for shares of the fund purchased on an
exchange. These transactions are made at market prices that may vary throughout
the day and may be greater than the fund's NAV (premium) or less than the fund's
NAV (discount). As a result, you may pay more than NAV when you purchase shares,
and receive less than NAV when you sell shares, in the secondary market. If you
buy or sell shares in the secondary market, you will incur customary brokerage
commissions and charges. Due to such commissions and charges, frequent trading
may detract significantly from investment returns.
The
fund is designed to offer investors an equity investment that can be bought and
sold frequently in the secondary market without impact on the fund, and such
trading activity is critical to ensuring that the market price of fund shares
remains at or close to NAV. Accordingly, the Board of Trustees has not adopted
policies and procedures designed to discourage excessive or short-term trading
by these investors.
Shares
can be purchased and redeemed directly from the fund at NAV only by Authorized
Participants in large increments called "Creation Units." The fund
accommodates frequent purchases and redemptions of Creation Units by Authorized
Participants and does not place a limit on purchases or redemptions of Creation
Units by these investors. The fund reserves the right, but does not have the
obligation, to reject any purchase or transaction at any time. In addition, the
fund reserves the right to impose restrictions on disruptive, excessive, or
short-term trading.
Precautionary
Notes
- Note
to Investment Companies. For
purposes of the 1940 Act, shares are issued by the fund, and the acquisition
of shares by investment companies is subject to the restrictions of Section
12(d)(1) of the 1940 Act. Registered investment companies are permitted to
invest in a fund beyond the limits set forth in Section 12(d)(1), subject to
certain terms and conditions, including that such investment companies enter
into an agreement with the fund.
- Note
to Authorized Participants Regarding Continuous Offering. Certain
legal risks may exist that are unique to Authorized Participants purchasing
Creation Units directly from the fund. Because new Creation Units may be
issued on an ongoing basis, at any point a "distribution," as such term is
used in the Securities Act of 1933 (the Securities Act), could be occurring.
As a broker-dealer, certain activities that you perform may, depending on the
circumstances, result in your being deemed a participant in a distribution, in
a manner which could render you a statutory underwriter and subject you to the
prospectus delivery and liability provisions of the Securities Act.
For
example, you may be deemed a statutory underwriter if you purchase Creation
Units from the fund, break them down into individual fund shares, and sell such
shares directly to customers, or if you choose to couple the creation of a
supply of new fund shares with an active selling effort involving solicitation
of secondary market demand for fund shares. A determination of whether a person
is an underwriter for purposes of the Securities Act depends upon all of the
facts and circumstances pertaining to that person's activities, and the examples
mentioned here should not be considered a complete description of all the
activities that could lead to a categorization as an underwriter.
Dealers
who are not "underwriters" but are participating in a distribution (as opposed
to engaging in ordinary secondary market transactions), and thus dealing with
shares as part of an "unsold allotment" within the meaning of Section 4(a)(3)(C)
of the Securities Act, will be unable to take advantage of the prospectus
delivery exemption provided by Section 4(a)(3) of the Securities Act.
This
is because the prospectus delivery exemption in Section 4(a)(3) of the
Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, you should note that dealers who are
not underwriters but are participating in a distribution (as opposed to engaging
in ordinary secondary market transactions) and thus dealing with the shares that
are part of an overallotment within the meaning of Section 4(a)(3)(A) of the
Securities Act would be unable to take advantage of the prospectus delivery
exemption provided by Section 4(a)(3) of the Securities Act. Firms that incur a
prospectus-delivery obligation with respect to shares of the fund are reminded
that, under Rule 153 under the Securities Act, a prospectus delivery obligation
under Section 5(b)(2) of the Securities Act owed to an exchange member in
connection with a sale on an exchange is satisfied by the fact that the
prospectus is available at the exchange upon request. The prospectus delivery
mechanism provided in Rule 153 is only available with respect to transactions on
an exchange. Certain affiliates of the fund may purchase and resell fund shares
pursuant to this prospectus.
- Note
to Secondary Market Investors.
DTC, or its nominee, is the registered owner of all outstanding shares of the
fund. The Adviser will not have any record of your ownership. Your ownership
of shares will be shown on the records of DTC and the DTC participant broker
through which you hold the shares. Your broker will provide you with account
statements, confirmations of your purchases and sales, and tax information.
Your broker will also be responsible for distributing income and capital gain
distributions and for sending you shareholder reports and other information as
may be required.
Costs
Associated with Creations and Redemptions
The
fund may impose a creation transaction fee and a redemption transaction fee to
offset transfer and other transaction costs associated with the issuance and
redemption of Creation Units of shares. Information about the procedures
regarding creation and redemption of Creation Units and the applicable
transaction fees is included in the Statement of Additional Information
(SAI).
Dividends
and Capital Gain Distributions
The
fund earns interest, dividends, and other income from its investments, and
distributes this income (less expenses) to shareholders as dividends. The fund
also realizes capital gains from its investments, and distributes these gains
(less any losses) as capital gain distributions. If you purchased your shares in
the secondary market, your broker is responsible for distributing the income and
capital gain distributions to you.
The
fund normally declares dividends and pays capital gain distributions per the
tables below:
Fund
Name |
Dividends
Paid |
Fidelity®
Nasdaq Composite Index® ETF |
March,
June, September, December |
Fund
Name |
Capital
Gains Paid |
Fidelity®
Nasdaq Composite Index® ETF |
December
|
As
with any investment, your investment in the fund could have tax consequences for
you (for non-retirement accounts).
Taxes
on Distributions
Distributions
investors receive are subject to federal income tax, and may also be subject to
state or local taxes.
For
federal tax purposes, certain distributions, including dividends and
distributions of short-term capital gains, are taxable to investors as ordinary
income, while certain distributions, including distributions of long-term
capital gains, are taxable to investors generally as capital gains. A percentage
of certain distributions of dividends may qualify for taxation at long-term
capital gains rates (provided certain holding period requirements are
met).
If
investors buy shares when a fund has realized but not yet distributed income or
capital gains, they will be "buying a dividend" by paying the full price for the
shares and then receiving a portion of the 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.
Fund
Services
Adviser
FMR.
The
Adviser is the fund's manager. The address of the Adviser is 245 Summer Street,
Boston, Massachusetts 02210.
As
of December 31, 2021, the Adviser had approximately $3.6 trillion in
discretionary assets under management, and approximately $4.5 trillion when
combined with all of its affiliates' assets under management.
As
the manager, the Adviser is responsible for handling the fund's business
affairs.
Sub-Adviser(s)
Pursuant
to an SEC exemptive order, the Adviser intends to act as a manager of managers,
meaning that the Adviser has the responsibility to oversee sub-advisers and
recommend their hiring, termination, and replacement. Subject to approval by the
Board of Trustees but without shareholder approval, the Adviser may replace or
hire unaffiliated sub-advisers or amend the terms of their existing sub-advisory
agreements, if any. In the event of approval of a new unaffiliated sub-adviser,
you will be provided with information about the new sub-adviser and sub-advisory
agreement within ninety days of appointment.
Geode
,
at 100 Summer Street, 12th Floor, Boston, Massachusetts 02110, serves as a
sub-adviser for the fund. As of April 1, 2022, Geode had approximately
$915.0 billion in discretionary assets under management.
Geode
chooses the fund's investments and places orders to buy and sell the fund's
investments.
Portfolio
Manager(s)
Louis
Bottari is Senior Portfolio Manager of Fidelity ®
Nasdaq
Composite Index ®
ETF,
which he has managed since 2009. He also manages other funds. Since joining
Geode in 2008, Mr. Bottari has worked as an assistant portfolio manager,
portfolio manager, and senior portfolio manager.
Peter
Matthew is Senior Portfolio Manager of Fidelity ®
Nasdaq
Composite Index ®
ETF,
which he has managed since 2012. He also manages other funds. Since joining
Geode in 2007, Mr. Matthew has worked as a senior operations associate,
portfolio manager assistant, assistant portfolio manager, portfolio manager, and
senior portfolio manager.
Robert
Regan is Portfolio Manager of Fidelity ®
Nasdaq
Composite Index ®
ETF,
which he has managed since 2016. He also manages other funds. Since joining
Geode in 2016, Mr. Regan has worked as a portfolio manager.
Payal
Gupta is Portfolio Manager of Fidelity ®
Nasdaq
Composite Index ®
ETF,
which she has managed since 2019. She also manages other funds. Since joining
Geode in 2019, Ms. Gupta has worked as a portfolio manager. Prior to joining
Geode, Ms. Gupta worked at State Street Global Advisors from 2005 to 2019, most
recently as senior portfolio manager.
Navid
Sohrabi is Portfolio Manager of Fidelity ®
Nasdaq
Composite Index ®
ETF,
which he has managed since 2019. He also manages other funds. Since joining
Geode in 2019, Mr. Sohrabi has worked as a portfolio manager. Prior to joining
Geode, Mr. Sohrabi worked at DWS, most recently as an index portfolio
manager.
The
SAI provides additional information about the compensation of, any other
accounts managed by, and any fund shares held by the portfolio
manager(s).
Advisory
Fee(s)
The
fund pays a management fee to the Adviser.
The
management fee is calculated and paid to the Adviser every month.
The
Adviser pays all of the other expenses of Fidelity® Nasdaq Composite Index® ETF
with limited exceptions.
The
annual management fee rate, as a percentage of the fund's average net assets, is
shown in the following table:
Fund
|
Management
Fee Rate |
Fidelity®
Nasdaq Composite Index® ETF |
0.21%
|
The
Adviser pays Geode for providing investment management services.
The
basis for the Board of Trustees approving the management contract and
sub-advisory agreement for the fund is available in the fund's semi-annual
report for the fiscal period ended May 31, 2022 and in the fund's annual report
for the fiscal period ended November 30, 2022.
From
time to time, the Adviser or its affiliates may agree to reimburse or waive
certain fund expenses while retaining the ability to be repaid if expenses fall
below the specified limit prior to the end of the fiscal year.
Reimbursement
or waiver arrangements can decrease expenses and boost performance.
FDC
distributes the fund's shares.
Intermediaries
may receive from the Adviser, FDC, and/or their affiliates compensation for
providing recordkeeping and administrative services, as well as other retirement
plan expenses, and compensation for services intended to result in the sale of
fund shares.
These
payments are described in more detail in this section and in the SAI.
Distribution
and Service Plan(s)
While
the fund will not make direct payments for distribution or shareholder support
services, the fund has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the 1940 Act with respect to its shares. The Plan
recognizes that the Adviser may use its management fee revenues, as well as its
past profits or its resources from any other source, to pay FDC for
expenses incurred in connection with providing services intended to result in
the sale of shares of the fund and/or shareholder support services. The
Adviser, directly or through FDC, may pay significant amounts to intermediaries
that provide those services. Currently, the Board of Trustees of the fund
has authorized such payments for shares of the fund.
If
payments made by the Adviser to FDC or to intermediaries under the Distribution
and Service Plan were considered to be paid out of the fund's assets on an
ongoing basis, they might increase the cost of your investment and might cost
you more than paying other types of sales charges.
No
dealer, sales representative, or any other person has been authorized to give
any information or to make any representations, other than those contained in
this prospectus and in the related SAI, in connection with the offer contained
in this prospectus. If given or made, such other information or representations
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.
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.
Appendix
Financial
Highlights are intended to help you understand the financial history of fund
shares for the past 5 years (or, if shorter, the period of operations). Certain
information reflects financial results for a single share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in shares (assuming reinvestment of all dividends and distributions).
The annual information has been audited by PricewaterhouseCoopers LLP,
independent registered public accounting firm, whose report(s), along with
fund financial statements, is included in the annual report. Annual reports are
available for free upon request.
Fidelity®
Nasdaq Composite Index® ETF |
Years
ended November 30, |
|
2022
|
|
2021
A
|
|
2020
A
|
|
2019
A
|
|
2018
A
|
Selected
Per-Share Data
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
$
|
60.49
|
$
|
47.46
|
$
|
34.09
|
$
|
28.79
|
$
|
27.05
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) B,C
|
|
.40
|
|
.34
|
|
.35
|
|
.35
|
|
.28
|
Net
realized and unrealized gain (loss) |
|
(15.43)
|
|
13.01
|
|
13.68
|
|
5.30
|
|
1.73
|
Total
from investment operations |
|
(15.03)
|
|
13.35
|
|
14.03
|
|
5.65
|
|
2.01
|
Distributions
from net investment income |
|
(.37)
|
|
(.32)
|
|
(.34)
|
|
(.35)
|
|
(.27)
|
Distributions
from net realized gain |
|
-
|
|
-
|
|
(.32)
|
|
-
|
|
-
|
Total
distributions |
|
(.37)
|
|
(.32)
|
|
(.66)
|
|
(.35)
|
|
(.27)
|
Net
asset value, end of period |
$
|
45.09
|
$
|
60.49
|
$
|
47.46
|
$
|
34.09
|
$
|
28.79
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return
D,E
|
|
(24.90)%
|
|
28.23%
|
|
41.87%
|
|
19.83%
|
|
7.42%
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
to Average Net Assets F,G,C
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
.21%
|
|
.21%
|
|
.21%
|
|
.27%
|
|
.27%
|
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) |
|
.81%
|
|
.62%
|
|
.90%
|
|
1.15%
|
|
.95%
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
$
|
3,999,432
|
$
|
4,784,708
|
$
|
3,346,121
|
$
|
2,202,470
|
$
|
1,848,322
|
Portfolio
turnover rate H,I
|
|
8%
|
|
11%
|
|
19%
|
|
6%
|
|
10%
|
A
Per
share amounts have been adjusted to reflect the impact of the 10 for 1 share
split that occurred on April 8, 2021.
B
Calculated
based on average shares outstanding during the period.
C
Net
investment income (loss) is affected by the timing of the declaration of
dividends by any underlying mutual funds or exchange-traded funds (ETFs). Net
investment income (loss) of any mutual funds or ETFs is not included in the
Fund's net investment income (loss) ratio.
D
Total
returns would have been lower if certain expenses had not been reduced during
the applicable periods shown.
E
Based
on net asset value.
F
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.
G
Expense
ratios reflect operating expenses of the class. Expenses before reductions do
not reflect amounts reimbursed, waived, or reduced through arrangements with the
investment adviser, 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.
H
Portfolio
turnover rate excludes securities received or delivered in-kind.
I
Amount
does not include the portfolio activity of any underlying mutual funds or
exchange-traded funds (ETFs).
Additional
Index Information
The
Nasdaq Composite Index ®
measures
all Nasdaq ®
domestic
and international based common type stocks listed on The Nasdaq Stock
Market ®
(Nasdaq
®
).
Oversight responsibility for the Index, including methodology, is handled by
Nasdaq. The Index is calculated and disseminated once per second during normal
Nasdaq trading hours, normally from 9:30 a.m. to 4:00 p.m. Eastern time, using
Nasdaq prices during the day and the Nasdaq Official Closing Prices for the
close. The closing value of the Index may change and be updated until 5:16 p.m.
Eastern time due to corrections to the Nasdaq Official Closing Price of the
component securities between 4:00 p.m. and 5:15 p.m. Eastern time.
The
Product(s) is not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or its
affiliates (Nasdaq, with its affiliates, are referred to as the "Corporations").
The Corporations have not passed on the legality or suitability of, or the
accuracy or adequacy of descriptions and disclosures relating to, the
Product(s). The Corporations make no representation or warranty, express or
implied to the owners of the Product(s) or any member of the public regarding
the advisability of investing in securities generally or in the Product(s)
particularly, or the ability of the Nasdaq Composite Index ®
to
track general stock market performance. The Corporations' only relationship to
the Adviser ("Licensee") is in the licensing of the Nasdaq ®
,
Nasdaq Composite Index ®
,
Nasdaq Composite ®
,
The Nasdaq Stock Market ®
,
and certain trade names of the Corporations and the use of the Nasdaq Composite
Index ®
,
which is determined, composed and calculated by Nasdaq without regard to
Licensee or the Product(s). Nasdaq has no obligation to take the needs of the
Licensee or the owners of the Product(s) into consideration in determining,
composing or calculating the Nasdaq Composite Index ®
.
The Corporations are not responsible for and have not participated in the
determination of the timing of, prices at, or quantities of the Product(s) to be
issued or in the determination or calculation of the equation by which the
Product(s) is to be converted into cash. The Corporations have no liability in
connection with the administration, marketing or trading of the
Product(s).
THE
CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF
THE NASDAQ COMPOSITE INDEX ®
;
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT(S), OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ COMPOSITE INDEX
®
;
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ COMPOSITE
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.
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
Statement of Additional Information (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 [email protected] 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(s), 811-02546
|
Fidelity
Distributors Company LLC (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,
the Fidelity Investments Logo and all other Fidelity trademarks or service marks
used herein are trademarks or service marks of FMR LLC. Any third-party marks
that are used herein are trademarks or service marks of their respective owners.
© 2023 FMR LLC. All rights reserved.
Nasdaq
Composite Index ®
,
Nasdaq ®
,
OMX, Nasdaq Composite ®
,
and The Nasdaq Stock Market ®
are
registered trademarks of Nasdaq, Inc.
1.783650.122
|
ETF-PRO-0123
|