0001193125-22-272606 Sample Contracts

Fidelity Private Credit Fund Subscription Agreement – PI 1 Your Investment
Fidelity Private Credit Fund • October 28th, 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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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 28th, 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”).

ESCROW AGREEMENT
Escrow Agreement • October 28th, 2022 • Fidelity Private Credit Fund • Massachusetts

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of September 23, 2022, is entered into by and among Fidelity Private Credit Fund, a Delaware statutory trust (the “Company”), Fidelity Distributors Company LLC, a Delaware limited liability company, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

FIDELITY PRIVATE CREDIT FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • October 28th, 2022 • Fidelity Private Credit Fund

This Subscription Agreement is entered into this 16th day of September, 2022 by and between Fidelity Private Credit Fund, a Delaware statutory trust (the “Company”), and FMR Capital, Inc. (the “Subscriber”);

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