SCHEDULE 13D

Amendment No. 12
Fidelity Private Credit Fund
Common Shares of Beneficial Ownership
Cusip # None

Date of Event Which Requires Filing of This Statement;
August 28, 2024

Cusip # None
Item 1:	Reporting Person - FMR LLC
Item 2: (a)  [ ]
        (b)  [ ]
Item 4:	WC
Item 6:	Delaware
Item 7:	1,720,584.868
Item 8:	None
Item 9:	1,720,584.868
Item 10: None
Item 11: 1,720,584.868
Item 13: 6.914%
Item 14: HC


Cusip # None
Item 1:	Reporting Person - Abigail P. Johnson
Item 4:	AF
Item 6:	United States of America
Item 7:	None
Item 8:	None
Item 9:	1,720,584.868
Item 10: None
Item 11: 1,720,584.868
Item 13: 6.914%
Item 14: IN

This statement constitutes Amendment No. 12 ("Amendment No. 12") to the
Schedule 13D originally filed with the Securities and Exchange Commission on
March 23, 2023 (the "Original Schedule 13D"), which Original Schedule
13D was amended by Amendment No. 1 on April 26, 2023,
and was amended by Amendment No. 2 on May 26, 2023,
and was amended by Amendment No. 3 on July 13, 2023,
and was amended by Amendment No. 4 on July 28, 2023,
and was amended by Amendment No. 5 on August 28, 2023,
and was amended by Amendment No. 6 on September 28, 2023,
and was amended by Amendment No. 7 on October 27, 2023,
and was amended by Amendment No. 8 on November 29, 2023,
and was amended by Amendment No. 9 on January 3, 2024,
and was amended by Amendment No. 10 on March 1, 2024,
and was amended by Amendment No. 11 on May 30, 2024
and relates to the Common Shares of Beneficial Ownership,
of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"),
which has its principal executive offices at
245 Summer Street, Boston, MA, 02210 (the "Company").


Except as specifically amended by this Amendment No. 12, the
Schedule 13D is unchanged.

Item 5.	Interest in Securities of Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) The information contained on the cover page of this Schedule 13D
is incorporated herein by reference. As of the date hereof, FMR Reporters
directly own 1,720,584.868 issued and outstanding Common Shares of
Beneficial Ownership representing 6.914% of the total amount of Common
Shares of Beneficial Ownership and have the sole power to vote and dispose
of such shares.*
(c)No transactions in Common Shares were effected during the past 60
days by the FMR Reporters.
(d)To the best knowledge of the FMR Reporters, no person other than the
FMR Reporters have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities
beneficially owned by the FMR Reporters identified in this Item 5.
(e) Not applicable.

*FMR Reporters hold Class I, Class S, and Class D Commons Shares.
These share classes are not considered distinct classes for purposes of
Section 13 of the Securities Exchange Act of 1934, as amended, as the
price and voting rights do not differentiate between the three classes.
Therefore, this Schedule 13D refers to the shares as Common Shares of
Beneficial Ownership.



SIGNATURE

	After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.

RULE 13d-1(k)(1) AGREEMENT

The undersigned persons, on August 28, 2024, agree and consent to the joint
filing on their behalf of this Schedule 13D in connection with their
beneficial ownership of the Common Shares of Beneficial Ownership of Fidelity
Private Credit Fund at August 28, 2024.

FMR LLC

By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023,
by and on behalf of FMR LLC and its direct and indirect subsidiaries*

Abigail P. Johnson

By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 26, 2023,
by and on behalf of Abigail P. Johnson**

* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 10, 2023, accession number:
0000315066-23-000003.

** This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 31, 2023, accession number:
0000315066-23-000038.