0000945908-01-500005 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY REAL ESTATE HIGH INCOME FUND II and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 26th, 2001 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of December, 2000, by and between Fidelity Covington Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Real Estate High Income Fund II (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY COVINGTON TRUST ON BEHALF OF FIDELITY REAL ESTATE HIGH INCOME FUND II
Sub-Advisory Agreement • April 26th, 2001 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 1st day of December, 2000, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Covington Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Real Estate High Income Fund II (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 26th, 2001 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 1st day of January, 2001, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

FORM OF RESEARCH AGREEMENT between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • April 26th, 2001 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this ___ day of ________, 200_, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

FORM OF AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
General Distribution Agreement • April 26th, 2001 • Fidelity Covington Trust
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