0001379491-21-004893 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY MAGELLAN ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • November 26th, 2021 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 18th day of November, 2020, 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 Magellan ETF (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and
Sub-Advisory Agreement • November 26th, 2021 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 31st day of January, 2020, among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity U.S. Multifactor ETF, a series portfolio of the Trust (the “Fund”), Fidelity Management & Research Company LLC, a Delaware limited liability company (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and
Sub-Advisory Agreement • November 26th, 2021 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Fidelity Covington Trust, a Massachusetts business trust (the "Trust"), on behalf of Fidelity Core Dividend ETF, Fidelity Dividend ETF For Rising Rates, Fidelity Low Volatility Factor ETF, Fidelity Momentum Factor ETF, Fidelity Quality Factor ETF, and Fidelity Value Factor ETF (each a "Fund" and collectively the "Funds"),each Fund, is a series portfolio of the Trust, Fidelity Management & Research Company LLC, a Delaware limited liability company ("Manager" or "Adviser"), and Geode Capital Management, LLC, a Delaware limited liability company ("Subadviser").

Custodian Agreement made as of the 1st day of January, 2007 between each of the Investment Companies listed on Appendix “A” thereto, (each a “Fund” and collectively the “Funds”) and State Street Bank and Trust Company (the “Custodian”), and the Side...
Custodian Agreement • November 26th, 2021 • Fidelity Covington Trust

This letter and the enclosed (i) Appendix “A” to the Custodian Agreement (“Appendix A”) and (ii) Schedule A to the Side Letter Agreement (“Schedule A”), are being delivered to the Custodian pursuant to Section 9.06 of the Custodian Agreement and Section 5 of the Side Letter Agreement, respectively.

Re: Transfer Agency and Service Agreement between each of the Investment Companies listed on Appendix “A” thereto, (each a “Trust” and collectively the “Trusts”) and State Street Bank and Trust Company (the “Transfer Agent”) made as of October 11,...
Fidelity Covington Trust • November 26th, 2021

This letter and the enclosed Appendix “A” to the Transfer Agent Agreement (“Appendix A”) are being delivered to the Transfer Agent to amend the Transfer Agent Agreement.

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