0001379491-19-000719 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • February 20th, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 14th day of November, 2018, 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 “Trust”), on behalf of Fidelity Targeted Emerging Markets Factor ETF (hereinafter called the “Fund”), and FMR Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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GENERAL DISTRIBUTION AGREEMENT
General Distribution Agreement • February 20th, 2019 • Fidelity Covington Trust • Massachusetts

Agreement made this 14th day of November, 2018, between Fidelity Covington Trust, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (“Issuer”), with respect to shares of Fidelity Targeted International Factor ETF, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • February 20th, 2019 • Fidelity Covington Trust • Massachusetts

This Authorized Participant Agreement (the “Agreement”) is entered into between Fidelity Distributors Corporation (the “Distributor”) and

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COVINGTON TRUST ON BEHALF OF FIDELITY TARGETED EMERGING MARKETS FACTOR ETF
Form Of • February 20th, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this [_______], among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity Targeted Emerging Markets Factor ETF, a series portfolio of the Trust (the “Fund”), FMR Co., Inc., a Massachusetts corporation (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

FIDELITY MERRIMACK STREET TRUST, FIDELITY COVINGTON TRUST and FIDELITY COMMONWEALTH TRUST PARTICIPATION AGREEMENT
Participation Agreement • February 20th, 2019 • Fidelity Covington Trust

This Participation Agreement (the “Agreement”) is made as of the date set forth below between Fidelity Merrimack Street Trust, Fidelity Covington Trust and Fidelity Commonwealth Trust (each a “Trust” and collectively, the “Trusts”) on behalf of each series of each Trust listed on Annex A hereto (as may be amended from time to time by the respective Trust), and _____________________________ (the “________________”), on behalf of each of its series listed on Annex B hereto, as may be amended from time to time by the ______________________ (each, an “Investing Fund”).

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