Fidelity UCITS ICAV - Sub-Fund Closure

This document is important and requires your immediate attention.  If you are in doubt as to the action you should take, you should seek advice from your Fidelity Relationship Manager. 

If you have sold or transferred any of your Shares in Fidelity UCITS ICAV (the “ICAV”), please pass this document at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. 

Unless otherwise defined herein, all other capitalised terms used herein shall bear the same meaning as capitalised terms used in the currently effective prospectus of the Fund and supplements for the Sub-Funds (as defined below), as amended, supplemented or otherwise modified from time to time (together, the “Prospectus”). A copy of the Prospectus is available upon request during normal business hours at the registered office of the Fund.

Please note that the Central Bank of Ireland (the “Central Bank”) has not reviewed this notice.  The Directors accept full responsibility for the accuracy of the information contained in this notice and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement misleading. 

10 January 2025

Dear Shareholder,

Sub-Fund Closure

Purpose 

The Directors of the ICAV are writing to confirm that, in accordance with the provisions of the current Instrument of Incorporation of the ICAV and the Prospectus, it has been decided that it is in the best interests of all Shareholders to close (the “Proposed Closure”) the following sub-funds (each, a “Sub-Fund”):

· Fidelity Clean Energy UCITS ETF

· Fidelity Cloud Computing UCITS ETF

· Fidelity Digital Health UCITS ETF

· Fidelity Electric Vehicles & Future Transportation UCITS ETF

· Fidelity Metaverse UCITS ETF

Background 

Pursuant to the Instrument of Incorporation, the Directors may in their absolute discretion close a Sub-Fund if its Net Asset Value (the “NAV”) amounts to less than €50 million. The closure of a Sub-Fund by the Directors is subject to the giving of at least one month’s notice to Shareholders.

As at the date hereof, the NAV of each Sub-Fund was significantly less than €50 million. As such, the Directors are of the opinion that each Sub-Fund is at a size where it is no longer economically viable to run. It is therefore determined that it is in the best interests of the relevant Shareholders to close each Sub-Fund.

Effective Date of the Proposed Closure

The Proposed Closure will take effect on 12 February 2025 (the “Closure Date”).

Next steps

Each Sub-Fund will continue to be managed in accordance with its investment objective, policy and restrictions as set out in the Prospectus as closely as practicable until the Closure Date.

The listing of the share classes of the Sub-Funds on the Listing Stock Exchanges will be cancelled on 4 February 2025 (the “Last Exchange Trading Date”).

If you wish to remain invested in a Sub-Fund until the Closure Date no action is required from you. If you wish to redeem from a Sub-Fund prior to the Closure Date, then the following shall apply:

(a)    Primary markets

Redemption requests for shares in the Sub-Funds (the “Shares”) may be made in the usual manner in accordance with the Prospectus prior to the last trading date on the primary markets (the “Last Dealing Date”). The usual redemption costs apply. Only shareholders who qualify as authorised participants may redeem Shares on the primary market and redemption proceeds will be paid within the usual timescales outlined in the Prospectus.

The Last Dealing Date on the primary market is 5 February 2025. From the day after the Last Dealing Date to the Closure Date, no further redemptions will be accepted.

(b)    Secondary markets

Investors in the secondary market who wish to avoid having their Shares compulsorily redeemed should consider selling their Shares on a Listing Stock Exchange on or before the Last Exchange Trading Date.  With effect as of the close of business on the Last Exchange Trading Date, the right of the Sub-Funds to be traded on the Listing Stock Exchange will be cancelled.

The ICAV does not charge any redemption fee for the sale of Shares on the secondary market. However, shareholders should note that orders on the secondary market may incur other costs over which the ICAV has no control.

On the Closure Date, all outstanding Shares in the Sub-Funds will be compulsorily redeemed, without any redemption fee. The proceeds from the compulsory redemption for a given Sub-Fund will be calculated based on the NAV of that Sub-Fund as at the Closure Date. Distribution of proceeds with respect to the redemptions on the Closure Date to Shareholders in proportion to each of their holdings of Shares in the Fund as at the Closure Date will be completed after the Closure Date. It is expected that the proceeds will be paid within 3 Business Days and in any case within 10 Business Days of the Closure Date.

If all Shareholders in a Sub-Fund redeem their holdings in full before the Closure Date, the Closure Date may be brought forward to the Dealing Day on which the last redemptions are accepted. Thereafter the ICAV will commence the process to terminate the relevant Sub-Fund(s).

Costs and Expenses

Extraordinary costs (e.g., legal fees and deregistration fees) relating to the Proposed Closure, will be borne by the Manager. Normal operating costs and transaction costs in relation to the liquidation of the underlying assets will continue to be borne by the Sub-Funds.

While it is anticipated that all costs and expenses have been included in the NAV, it may be possible that a residual balance remains within a Sub-Fund on the Closure Date. Under this circumstance, a further payment may be made to those Shareholders who hold Shares at the Closure Date.

Should you have any questions relating to this matter, you should contact your professional advisor or FIL-ETFCapMarkets@fil.com.

Yours sincerely,

Carla Sload

Director

For and on behalf of

Fidelity UCITS ICAV