0001379491-18-000023 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY INTERNATIONAL VALUE FACTOR ETF
Management Contract • January 5th, 2018 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 25th day of October, 2017, 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 International Value 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 between FIDELITY COVINGTON TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • January 5th, 2018 • Fidelity Covington Trust

Agreement made this 25th day of October, 2017, 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 International Value 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”).

SUB-ADVISORY AGREEMENT between FMR CO., INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COVINGTON TRUST ON BEHALF OF FIDELITY INTERNATIONAL VALUE FACTOR ETF
Sub-Advisory Agreement • January 5th, 2018 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 25th day of October, 2017, among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity International Value 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”).

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