DISTRIBUTION AND SERVICE PLAN

Fidelity Private Credit Fund:

Class S and Class D Shares

1. This Distribution and Service Plan (the “Plan”), when effective in accordance with its terms, shall be the written Plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) for the Class S and Class D Shares (each a “Class”) of Fidelity Private Credit Fund (the “Fund”).

2. The Fund has entered into a Managing Dealer Agreement on behalf of the Fund with Fidelity Distributors Company LLC (the “Distributor”), an affiliate of the Fund’s investment adviser (the “Adviser”), under which the Distributor uses all reasonable efforts, consistent with its other business, to secure purchasers for the Fund’s Shares of beneficial interest (“Shares”). Such efforts may include, but neither are required to include nor are limited to, the following: (1) formulation and implementation of marketing and promotional activities, such as mail promotions and television, radio, newspaper, magazine and other mass media advertising; (2) preparation, printing and distribution of sales literature; (3) preparation, printing and distribution of prospectuses of the Fund and reports to recipients other than the existing shareholders of the Fund; (4) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Distributor may, from time to time, deem advisable; (5) making payments to securities dealers and others engaged in the sale of Shares or who engage in shareholder support services (“Investment Professionals”); and (6) providing training, marketing and support to such dealers with respect to the sale of Shares.

3. In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Managing Dealer Agreement and paragraph 2 hereof, each Class shall pay to the Distributor the fees listed on Appendix A (or such lesser amount as the Trustees may, from time to time, determine). The amount of the fee payable with respect to each Class listed on Appendix A will be calculated at the rate per annum of the aggregate NAV as of the beginning of the first calendar day of each applicable month, payable monthly in arrears, at the applicable annual rates indicated on Appendix A. The determination of net assets shall be computed in the manner specified in the Fund’s then current Prospectus. The Distributor may use all or any portion of the distribution fee received pursuant to the Plan to compensate Investment Professionals who have engaged in the sale of Class S or Class D Shares or in shareholder support services with respect to Class S or Class D Shares pursuant to agreements with the Distributor, or to pay any of the expenses associated with other activities authorized under paragraph 2 hereof.

4. Separate from any payments made as described in paragraph 3 hereof, Class S or Class D shall also pay to the Distributor a service fee listed on Appendix A (or such lesser amount as the Trustees, may from time to time, determine). The amount of the service fee payable with respect to each Class listed on Appendix A will be calculated at the rate per annum of the aggregate NAV as of the beginning of the first calendar day of each applicable month, payable monthly in arrears, at the applicable annual rates indicated on Appendix A. The determination of net assets shall be made in the manner specified in the Fund’s then current Prospectus for the determination of the net asset value of Class S or Class D Shares, but shall exclude assets attributable to any other class of Shares of the Fund. In accordance with such terms as the Trustees may from time to time establish, the Distributor may use all or a portion of such service fees to compensate Investment Professionals for personal service and/or the maintenance of shareholder accounts, or for other services for which “service fees” lawfully may be paid in accordance with applicable rules and regulations.

5. The Fund and/or Class S and Class D will pay a management fee to the Adviser pursuant to an advisory agreement between the Fund and the Adviser (the “Management Contract”). It is recognized that the Adviser may use its revenues, including management fees paid by the Fund and/or Class S or Class D (if any), as well as its past profits or its resources from any other source, to make payment to the Distributor with respect to any expenses incurred in connection with the distribution of Class S or Class D Shares, including the activities referred to in paragraph 2 hereof. To the extent that any payments made by the Fund and/or Class S or Class D to the Adviser, including payment of management fees (if any), should be deemed to be indirect financing of any activity primarily intended to result in the sale of Class S or Class D Shares within the meaning of Rule 12b-1, then such payments shall be deemed to be authorized by this Plan.

6. This Plan shall become effective upon approval by a vote of a majority of the Trustees of the Fund, including a majority of Trustees who are not “interested persons” of the Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan (to the extent required by the 1940 Act).

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7. This Plan shall, unless terminated as hereinafter provided, remain in effect until [    ], 20[ ], and from year to year thereafter, provided, however, that such continuance is subject to approval annually by a vote of a majority of the Trustees of the Fund, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan (to the extent required by the 1940 Act). This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the fee provided for in paragraphs 3 and 4 hereof shall be effective only upon approval by a vote of a majority of the outstanding voting securities of Class S or Class D and (b) any material amendments of this Plan shall be effective only upon approval in the manner provided in the first sentence in this paragraph 7.

8. This Plan may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of Class S or Class D, respectively.

9. During the existence of this Plan, the Fund shall require the Adviser and/or Distributor to provide the Fund, for review by the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended in connection with financing any activity primarily intended to result in the sale of Shares of Class S and Class D (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.

10. This Plan does not require the Adviser or Distributor to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of Class S or Class D Shares.

11. Consistent with the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational document, any obligation assumed by Class S or Class D pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to Class S or Class D and its assets and shall not constitute an obligation of any shareholder of the Fund or of any other class of the Fund.

12. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

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Appendix A

Class of Shares	Shareholder Servicing (As a percentage of average net assets)		Distribution Fee (As a percentage of average net assets)
Class S Shares		.25		.60
Class D Shares		.25		none

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