Fidelity Covington Trust 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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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and
Sub-Advisory Agreement • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the “Sub-Advisor”).

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").

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY FUNDAMENTAL DEVELOPED INTERNATIONAL ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • November 13th, 2024 • Fidelity Covington Trust

AGREEMENT made this 3rd day of June, 2024, 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 Fundamental Developed International 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.

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COVINGTON TRUST and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Small-Mid Factor ETF, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Exhibit 5 MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY REAL ESTATE HIGH INCOME FUND II and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 16th day of May, 1996, by and between Fidelity Covington Trust, a Massachusetts...
Management Contract • April 29th, 1998 • Fidelity Covington Trust

Exhibit 5 MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY REAL ESTATE HIGH INCOME FUND II and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 16th day of May, 1996, 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. 1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Invest

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").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COVINGTON TRUST and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • November 13th, 2024 • Fidelity Covington Trust

AGREEMENT made this 3rd day of June, 2024, 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 Fundamental Global ex-U.S. ETF, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

Exhibit 6(a) GENERAL DISTRIBUTION AGREEMENT between FIDELITY COVINGTON TRUST and FIDELITY DISTRIBUTORS CORPORATION Agreement made this 16th day of May, 1996, between Fidelity Covington Trust, a Massachusetts business trust having its principal place...
General Distribution Agreement • April 29th, 1998 • Fidelity Covington Trust

Exhibit 6(a) GENERAL DISTRIBUTION AGREEMENT between FIDELITY COVINGTON TRUST and FIDELITY DISTRIBUTORS CORPORATION Agreement made this 16th day of May, 1996, 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 Real Estate High Income Fund II, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors"). In consideration of the mutual promises and undertakings herein contained, the parties agree as follows: 1. Sale of Shares - The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the

Exhibit 8(d) FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT AGREEMENT dated as of _________, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN...
Repo Custodian Agreement • April 29th, 1998 • Fidelity Covington Trust • New York

Exhibit 8(d) FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT AGREEMENT dated as of _________, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund"). WITNESSETH WHEREAS, each of the Funds has entered into a master repurchase agreement dated

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and
Sub-Advisory Agreement • April 11th, 2022 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 19th day of January, 2022, among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity Crypto Industry and Digital Payments 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 MANAGEMENT CONTRACT
Management Contract • August 9th, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of February, 2019, 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 MSCI Health Care Index ETF (hereinafter called the “Fund”), and FMR. Co., Inc., a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and
Sub-Advisory Agreement • June 28th, 2024 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the “Sub-Advisor”).

Exhibit 8(h) FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _____________ TABLE OF CONTENTS Page ARTICLE I - APPOINTMENT OF CUSTODIAN 2 ARTICLE II - POWERS AND DUTIES OF CUSTODIAN 2 Section...
Joint Trading Account Custody Agreement • April 29th, 1998 • Fidelity Covington Trust • New York

Exhibit 8(h) FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _____________ TABLE OF CONTENTS Page ARTICLE I - APPOINTMENT OF CUSTODIAN 2 ARTICLE II - POWERS AND DUTIES OF CUSTODIAN 2 Section 2.01. Establishment of Accounts 2 Section 2.02. Receipt of Funds 2 Section 2.03. Repurchase Transactions 2 Section 2.04. Other Transfers 4 Section 2.05. Custodian's Books and Records 5 Section 2.06. Reports by Independent Certified Public Accountants 5 Section 2.07. Securities System 6 Section 2.08. Collections 6 Section 2.09. Notices, Consents, Etc. 6 Section 2.10. Notice of Custodian's Inability to Perform 7 ARTICLE III - PROPER INSTRUCTIONS AND RELATED MATTERS 7 Section 3.01. Proper Instructions; Special Instruction 7 Section 3.02. Authorized Persons 8 Section 3.03. Investment Limitations 8 Section 3.04. Persons Having Access to Assets of the Funds 8 Section 3.05. Actions of Custodian Based on Proper Instructions and Special Instructio

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • June 28th, 2024 • Fidelity Covington Trust • Massachusetts

This Authorized Participant Agreement (the “Agreement”) is entered into between Fidelity Distributors Company LLC (the “Distributor”) and [________________________________________] (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company (the “Transfer Agent”). The Distributor, the Participant and the Transfer Agent acknowledge and agree that Fidelity Covington Trust, Fidelity Merrimack Street Trust, Fidelity Commonwealth Trust and Fidelity Greenwood Street Trust, (collectively the “Trusts”) and each series thereof structured as an exchange-traded fund (each, a “Fund,” and collectively, the “Funds”) shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement to the extent specified herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund (together with the Statement of Additional Information (“SAI”) incorporated therein, the “Prospectus”).

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • February 27th, 2002 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 1st day of August, 2001, 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").

SECOND AMENDED and RESTATED INVESTMENT SUB-ADVISORY AND ETF SERVICES AGREEMENT AMONG FIDELITY MANAGEMENT & RESEARCH COMPANY LLC, BLACKROCK FUND ADVISORS AND FIDELITY COVINGTON TRUST
Investment Sub-Advisory and Etf Services Agreement • January 25th, 2021 • Fidelity Covington Trust • Massachusetts

SECOND AMENDED and RESTATED AGREEMENT as of this 1st day of January, 2020, among Fidelity Covington Trust (“Trust”), a Massachusetts business trust, on behalf of the individual series listed on Schedule C (the “Funds”), Fidelity Management & Research Company LLC (“Adviser”), a Delaware limited liability company, and BlackRock Fund Advisors (“Sub-Adviser”), a California corporation.

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 ETF...
Custodian Agreement • June 28th, 2024 • 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.

FORM OF FIDELITY COVINGTON TRUST PARTICIPATION AGREEMENT
Participation Agreement • November 7th, 2014 • Fidelity Covington Trust

This Participation Agreement (the "Agreement") is made as of the date set forth below between Fidelity Covington Trust (the "Trust") on behalf of each series of the Trust listed on Annex A hereto (as may be amended from time to time by the 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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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and
Sub-Advisory Agreement • November 23rd, 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").

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, 2013...
Transfer Agency and Service Agreement • June 28th, 2024 • Fidelity Covington Trust

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.

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 19th, 2018 • 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: 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...
Custodian Agreement • November 24th, 2023 • 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.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • November 13th, 2024 • Fidelity Covington Trust • Massachusetts

THIS AGREEMENT is made as of the 23rd day of October, 2024, by and between BROWN BROTHERS HARRIMAN & CO. (“the “Transfer Agent”) and each of the Investment Companies Listed on Appendix A hereto, as the same may be amended from time to time (each a “Trust” and collectively the “Trusts”).

October 11, 2013 State Street Bank and Trust Company Boston, MA 02111
Custodian Agreement • November 7th, 2014 • Fidelity Covington Trust

Re: Custodian Agreement (as amended and in effect from time to time, the "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").

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 11th, 2022 • Fidelity Covington Trust • Massachusetts

THIS AGREEMENT, is made this [Day] of [Month], 20__, by and [between/among] [the/each] trust identified on Schedule A, (each, an “Acquiring Trust”), on behalf of itself and its respective series identified on Schedule A[, severally and not jointly] (each, an “Acquiring Fund”), and [the/each] trust identified on Schedule B (each, an “Underlying Trust”), on behalf of itself and its respective series identified on Schedule B[, severally and not jointly] (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”) ”)[, and shall be effective [January 19, 2022]].

FORM OF AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
General Distribution Agreement • April 24th, 2002 • Fidelity Covington Trust
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Custodian Agreement • November 25th, 2020 • 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.

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Transfer Agency and Service Agreement • September 8th, 2016 • Fidelity Covington Trust
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, 2013...
Transfer Agency and Service Agreement • November 24th, 2023 • Fidelity Covington Trust

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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