0001193125-22-101773 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY CRYPTO INDUSTRY AND DIGITAL PAYMENTS ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • April 11th, 2022 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 19th day of January, 2022, 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 Crypto Industry and Digital Payments 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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GENERAL DISTRIBUTION AGREEMENT between FIDELITY COVINGTON TRUST and
General Distribution Agreement • April 11th, 2022 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 19th day of January, 2022, 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 Metaverse 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”).

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”).

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]].

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