0001379491-19-004980 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY STOCKS FOR INFLATION ETF and FMR CO., INC.
Management Contract • November 27th, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 18th day of September, 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 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
General Distribution Agreement • November 27th, 2019 • Fidelity Covington Trust • Massachusetts

Agreement made this 18th day of September, 2019, 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”).

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 • November 27th, 2019 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 18th day of September, 2019, 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”).

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 27th, 2019 • 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.

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 27th, 2019 • 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.

SIXTH AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • November 27th, 2019 • Fidelity Covington Trust • Massachusetts

This Sixth Amendment (“Amendment”) to the Sub-Administration Agreement entered into by and between State Street Bank and Trust Company (the “Sub-Administrator”) and Fidelity Service Company, Inc. (the “Administrator”) dated and effective as of October 11, 2013 (as amended, modified, or supplemented from time to time, the “Agreement”) is hereby entered into as of February 26, 2019 (the “Amendment Effective Date”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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Transfer Agency and Service Agreement • November 27th, 2019 • Fidelity Covington Trust
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