0001379491-20-002480 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY COVINGTON TRUST: FIDELITY BLUE CHIP VALUE ETF and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • May 27th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 11th day of March, 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 Blue Chip Value 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
General Distribution Agreement • May 27th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 15th 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 U.S. Multifactor 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 • May 27th, 2020 • Fidelity Covington Trust • Massachusetts

AGREEMENT made this 31st day of January, 2020, among Fidelity Covington Trust, a Massachusetts business trust (the “Trust”), on behalf of Fidelity U.S. Multifactor 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”).

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