Common use of Representations of the Manager Clause in Contracts

Representations of the Manager. The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware; (ii) Manager is duly registered as an “investment adviser” under the Investment Advisers Act of 1940 (“Advisers Act”); (iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vi) Manager will comply with Fidelity's SEC exemptive order to operate passively managed ETFs with respect to any of Manager's obligations therein not expressly delegated to the Subadviser thereunder or hereunder, including Manager's obligations set forth in Appendix B hereto; and (vii) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.

Representations of the Manager. The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company corporation established pursuant to the laws of the State Commonwealth of DelawareMassachusetts; (ii) Manager is duly registered as an “investment adviser” under the Investment Advisers Act of 1940 (“Advisers Act”); (iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vi) Manager will comply with Fidelity's SEC exemptive order to operate passively managed ETFs with respect to any of Manager's obligations therein not expressly delegated to the Subadviser thereunder or hereunder, including Manager's obligations set forth in Appendix B hereto; and (vii) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.

Representations of the Manager. The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware; (ii) Manager is duly registered as an “"investment adviser” " under the Investment Advisers Act of 1940 (“"Advisers Act”"); (iii) Manager has been duly appointed by the Trustees and Shareholders of the each Fund to provide investment services to the Fund Funds as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s 's powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vi) Manager will comply with Fidelity's SEC exemptive order to operate passively managed ETFs with respect to any of Manager's obligations therein not expressly delegated to the Subadviser thereunder or hereunder, including Manager's obligations set forth in Appendix B hereto; and (vii) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.

Representations of the Manager. The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company corporation established pursuant to the laws of the State Commonwealth of DelawareMassachusetts; (ii) Manager is duly registered as an “"investment adviser” " under the Investment Advisers Act of 1940 (“"Advisers Act”"); (iii) Manager has been duly appointed by the Trustees and Shareholders of the each Fund to provide investment services to the Fund Funds as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s 's powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vi) Manager will comply with Fidelity's SEC exemptive order to operate passively managed ETFs with respect to any of Manager's obligations therein not expressly delegated to the Subadviser thereunder or hereunder, including Manager's obligations set forth in Appendix B hereto; and (vii) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.