0000950170-23-009135 Sample Contracts

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • March 22nd, 2023 • Fidelity Private Credit Fund

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 23rd day of September, 2022, by and between Fidelity Private Credit Fund, a Delaware statutory trust (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

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MANAGING DEALER AGREEMENT
Managing Dealer Agreement • March 22nd, 2023 • Fidelity Private Credit Fund • Massachusetts

This Managing Dealer Agreement (this “Agreement”) is entered into by and between Fidelity Private Credit Fund, a Delaware statutory trust (the “Fund”), and Fidelity Distributors Company LLC (the “Managing Dealer”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN FIDELITY PRIVATE CREDIT FUND AND FIDELITY DIVERSIFYING SOLUTIONS LLC
Administration Agreement • March 22nd, 2023 • Fidelity Private Credit Fund • Massachusetts

This Agreement (“Agreement”) is made as of February 1, 2023 by and between Fidelity Private Credit Fund, a Delaware statutory trust (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Administrator”).

AMENDMENT to the EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • March 22nd, 2023 • Fidelity Private Credit Fund

This Amendment is made as of March 13, 2023 to the Expense Support and Conditional Reimbursement Agreement dated September 23, 2022 (“Agreement”), by and between Fidelity Private Credit Fund, a Delaware statutory trust (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

Fidelity Private Credit FundSubscription Agreement – FI Investment Amount $
Subscription Agreement • March 22nd, 2023 • Fidelity Private Credit Fund

$2,500 minimum initial investment $2,500 minimum initial investment $25,000 minimum initial investment for qualifying investors (otherwise $1,000,000 minimum initial investment).1

FEE WAIVER AGREEMENT Fidelity Private Credit Fund Boston, Massachusetts 02210
Fee Waiver Agreement • March 22nd, 2023 • Fidelity Private Credit Fund

This Fee Waiver Agreement, dated September 23, 2022 (the “Agreement”), is entered into by and between Fidelity Private Credit Fund (the “Fund”), a Delaware statutory trust that is organized as a non-diversified closed-end management investment company that will elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (“1940 Act”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (“FDS”).

Fidelity Private Credit FundSubscription Agreement – PI
Subscription Agreement • March 22nd, 2023 • Fidelity Private Credit Fund
DISTRIBUTION AND SERVICE PLAN Fidelity Private Credit Fund Class I Shares
Distribution and Service Plan • March 22nd, 2023 • Fidelity Private Credit Fund
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