0001379491-20-000306 Sample Contracts

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and
Sub-Advisory Agreement • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY SMALL-MID FACTOR ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Small-Mid Factor 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.

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY COVINGTON TRUST and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Small-Mid Factor 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”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and FIDELITY COVINGTON TRUST ON BEHALF OF
Sub-Advisory Agreement • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity Small-Mid Factor 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”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 29th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Fidelity Covington Trust, a Massachusetts business trust (the "Trust"), on behalf of Fidelity Core Dividend ETF, Fidelity Dividend ETF For Rising Rates, Fidelity Low Volatility Factor ETF, Fidelity Momentum Factor ETF, Fidelity Quality Factor ETF, and Fidelity Value Factor ETF (each a "Fund" and collectively the "Funds"),each Fund, is a series portfolio of the Trust, Fidelity Management & Research Company LLC, a Delaware limited liability company ("Manager" or "Adviser"), and Geode Capital Management, LLC, a Delaware limited liability company ("Subadviser").

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