0000945908-24-000183 Sample Contracts

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”).

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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...
Side Letter 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.

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...
Fidelity Covington Trust • June 28th, 2024

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.

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”).

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