0001193125-22-239052 Sample Contracts

Fidelity Private Credit Fund Subscription Agreement – PI 1 Your Investment
Fidelity Private Credit Fund • September 6th, 2022

If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of shares of Fidelity Private Credit Fund experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 8 above, they are asked to promptly notify Fidelity Private Credit Fund and the Broker in writing. The Broker may notify Fidelity Private Credit Fund if an investor participating in the Distribution Reinvestment Plan can no longer make the representations or warranties set forth in Section 8 above, and Fidelity Private Credit Fund may rely on such notification to terminate such investor’s participation in the Distribution Reinvestment Plan.

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ADMINISTRATION AGREEMENT BETWEEN FIDELITY PRIVATE CREDIT FUND AND FIDELITY DIVERSIFYING SOLUTIONS LLC
Administration Agreement • September 6th, 2022 • Fidelity Private Credit Fund • Massachusetts

This Agreement (“Agreement”) is made as of [ ], 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 “Administrator”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 6th, 2022 • Fidelity Private Credit Fund • Massachusetts

This Investment Advisory Agreement, dated and effective as of [ ], 2022, is made by and between Fidelity Private Credit Fund, a Delaware statutory trust (herein referred to as the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

MANAGING DEALER AGREEMENT
Managing Dealer Agreement • September 6th, 2022 • 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”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • September 6th, 2022 • Fidelity Private Credit Fund • Massachusetts

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ] day of [ ], 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”).

FEE WAIVER AGREEMENT Fidelity Private Credit Fund Boston, Massachusetts 02210
Fee Waiver Agreement • September 6th, 2022 • Fidelity Private Credit Fund

This Fee Waiver Agreement, dated [ ], 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”).

FORM OF SELECTED INTERMEDIARY AGREEMENT
Form of Selected Intermediary Agreement • September 6th, 2022 • Fidelity Private Credit Fund • Massachusetts

Fidelity Distributors Company LLC, as the managing dealer (“Managing Dealer”) for Fidelity Private Credit Fund (the “Fund”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of common shares of beneficial interest, $0.01 par value per share, of the Fund (“Common Shares”) subject to the following terms:

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