Fidelity Covington Trust

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

June 3, 2021

Cynthia Lo Bessette, Esq.
Fidelity Investments
cynthia.lo.bessette@fmr.com

Re: Fidelity Covington Trust
       Request for Exemptive Relief from Exchange Act Rule 14e-5

Dear Ms. Lo Bessette:

We are responding to your letter requesting exemptive relief dated June 2, 2021 and addressed to Ted Yu and Daniel Duchovny. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. Our grant of exemptive relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;
   
• any purchases of a portfolio security by a dealer-manager during a tender offer will be effected as adjustments to a basket of securities in the ordinary course of business as a result of a change in the composition of the Fund’s portfolio; and
   
• except for the relief specifically granted herein, any broker-dealer acting as a dealer-manager of a tender offer will comply with Exchange Act Rule 14e-5.

This exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.