0001379491-19-004558 Sample Contracts

FORM OF MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY STOCKS FOR INFLATION ETF and FMR CO., INC.
Management Contract • October 22nd, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this [____], 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 Stocks for Inflation 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 • October 22nd, 2019 • Fidelity Covington Trust • Massachusetts

Agreement made this [____], 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 Stocks for Inflation ETF, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COVINGTON TRUST ON BEHALF OF FIDELITY STOCKS FOR INFLATION ETF
Sub-Advisory Agreement • October 22nd, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this [____], among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity Stocks for Inflation 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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