As filed with the Securities and Exchange Commission
on July 6, 2023
Registration No. 333-269345
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ______
[X] Post-Effective Amendment No. _2_
Fidelity Covington Trust
(Exact Name of Registrant as Specified in Charter)
Registrant’s Telephone Number: 617-563-7000
245 Summer Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)
Margaret Carey, Secretary
245 Summer Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
EXPLANATORY NOTE
This Post-Effective Amendment is being filed solely to file as an exhibit the final opinions of Dechert LLP supporting the tax consequences of the reorganizations (Exhibit 12 to Item 16) of this Registration Statement on Form N-14.
PART C. OTHER INFORMATION
Item 15. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, “disabling conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 16. Exhibits
(15) | Not applicable. |
(16) | Power of Attorney, dated December 1, 2022, is filed herein as Exhibit 16. |
(17) | Not applicable. |
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of the prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each Post-Effective Amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 6th day of July 2023.
Fidelity Covington Trust | ||
By | /s/ Stacie Smith | |
Stacie Smith, President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Signature) | (Title) | (Date) | |
| |||
/s/ Stacie Smith | President and Treasurer | July 6, 2023 | |
Stacie M. Smith | (Principal Executive Officer) | ||
/s/ John J. Burke III | Chief Financial Officer | July 6, 2023 | |
John J. Burke III | (Principal Financial Officer) | ||
/s/ Thomas P. Bostick | * | Trustee | July 6, 2023 |
Thomas P. Bostick | |||
/s/ Dennis J. Dirks | * | Trustee | July 6, 2023 |
Dennis J. Dirks | |||
/s/ Donald F. Donahue | * | Trustee | July 6, 2023 |
Donald F. Donahue | |||
/s/ Bettina Doulton | * | Trustee | July 6, 2023 |
Bettina Doulton | |||
/s/ Vicki L. Fuller | * | Trustee | July 6, 2023 |
Vicki L. Fuller | |||
/s/ Patricia L. Kampling | * | Trustee | July 6, 2023 |
Patricia L. Kampling | |||
/s/ Thomas Kennedy | * | Trustee | July 6, 2023 |
Thomas Kennedy | |||
/s/ Robert A. Lawrence | * | Trustee | July 6, 2023 |
Robert A. Lawrence | |||
/s/ Oscar Munoz | * | Trustee | July 6, 2023 |
Oscar Munoz | |||
/s/ David M. Thomas | * | Trustee | July 6, 2023 |
David M. Thomas | |||
/s/ Susan Tomasky | * | Trustee | July 6, 2023 |
Susan Tomasky |
/s/ Michael E. Wiley | * | Trustee | July 6, 2023 |
Michael E. Wiley | |||
* | By: | /s/ Megan C. Johnson |
Megan C. Johnson, pursuant to a power of attorney dated December 1, 2022, and filed herewith. |