Report of Independent Registered
Public Accounting Firm
To the Board of Trustees of Fidelity Covington Trust and
Shareholders of Fidelity High Yield Factor ETF:
In planning and performing our audit of the financial
statements of Fidelity High Yield Factor ETF (one of the
funds constituting Fidelity Covington Trust, hereafter
referred to as the 'Fund') as of August 31, 2018 and for the
period June 12, 2018 (commencement of operations)
through August 31, 2018, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States) ('PCAOB'), we considered the Fund's
internal control over financial reporting, including controls
over safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we
do not express an opinion on the effectiveness of the Fund's
internal control over financial reporting.
The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls. A fund's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A fund's
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
fund; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of
the fund are being made only in accordance with
authorizations of management and trustees of the fund; and
(3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
fund's annual or interim financial statements will not be
prevented or detected on a timely basis.
PricewaterhouseCoopers LLP, 101 Seaport Boulevard Suite 500,
Boston, MA 02210 T: (617) 530 5000, F: (617) 530 5001,
www.pwc.com/us



Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial reporting
that might be material weaknesses under standards
established by the PCAOB. However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over
safeguarding securities that we consider to be material
weaknesses as defined above as of August 31, 2018.
This report is intended solely for the information and use
of the Board of Trustees of Fidelity Covington Trust and
the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other
than these specified parties.
Boston, Massachusetts October 23, 2018