Effective May 10, 2023, the Fund entered into an Investment Advisory Agreement with FDS. As compensation for advisory services, commencing on June 9, 2023, the Fund pays an advisory fee (the “Management Fee”) to FDS monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund throughout the month.

For the three months ended March 31, 2026 and 2025, management fees were approximately $2.5 million and $2.4 million, respectively. As of March 31, 2026 and December 31, 2025, approximately $0.8 million, as of each period presented, was payable to the Adviser for management fees in management fee payable on the consolidated statements of assets and liabilities.

Effective May 10, 2023, the Fund entered into an Administration Agreement with FDS (in its capacity as both the Adviser and Administrator). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services necessary for the Fund’s operations, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Fund’s other service providers), preparing reports to Unit Holders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of the Board, managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services.

As compensation for the services of and expenses borne by FDS in its capacity as Administrator, commencing on June 9, 2023, the Fund pays an administration fee to FDS monthly in arrears at an annual rate of 0.25% of the average daily net assets of the Fund throughout the month.

From time to time, FDS or its affiliates may pay third-party providers of goods or services. The Fund will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Fund’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our Unit Holders, subject to the cap on organization and offering expenses.

Costs and expenses of FDS in its capacity as both the Administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator.

For the three months ended March 31, 2026 and 2025, the Fund incurred $0.5 million, for each period presented, in expenses under the Administration Agreement, which were recorded as administration fees on the consolidated statements of operations.

On March 11, 2024, the Fund entered into a Transfer Agent Agreement with Fidelity Investments Institutional Operations Company LLC (“FIIOC”), an affiliate of the Adviser, effective April 1, 2024. In accordance with the Transfer Agent Agreement, FIIOC is the Fund’s transfer agent, distribution paying agent and registrar. FIIOC receives an asset-based fee with respect to Units. The Fund pays a fee for transfer agent services equal to 0.00833% (0.10% on an annualized basis) of the Fund’s net assets as of the end of the last business day of the month. Such fees are payable in arrears.

For the three months ended March 31, 2026 and 2025, the Fund recorded $0.2 million, for each period presented, in transfer agent fees, which are included in other general and administrative expenses on the consolidated statements of operations.

On January 1, 2025, the Fund entered into an Amended and Restated Expense Limitation Agreement (the “Expense Limitation Agreement”) with the Adviser. The Adviser agrees to pay on a monthly basis Other Operating Expenses of the Fund on the Fund’s behalf (each such payment, an “Expense Payment”) such that Other Operating Expenses of the Fund do not exceed 0.50% (on annualized basis) of the Fund’s average net assets (“Expense Limitation”). “Other Operating Expenses” means the Fund’s professional fees (including accounting, legal, and auditing fees), custodian and transfer agent fees, third party valuation agent fees, insurance costs, director fees, administration fee, and other related costs or expenses, but excluding the following: (a) management fees and any incentive fees, if applicable; (b) portfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses, fees and expenses associated with the Fund’s securities lending program, and dividend expenses related to short sales); (c) interest, financing and structuring costs and other related expenses for borrowings and line(s) of credit; (d) taxes; (e) the Fund’s proportional share of expenses related to co-investments; (f) acquired fund fees and expenses (including fees and expenses associated with a wholly owned subsidiary); (g) Rule 12b-1 fees, if any; (h) expenses of printing and mailing proxy materials to shareholders of the Fund; (i) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (j) such non-recurring and/or extraordinary as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Fund’s directors and officers with respect thereto.

The Adviser’s obligation to make an Expense Payment shall automatically become a liability of the Adviser and the Fund’s right to receive an Expense Payment shall be an asset of the Fund on the last calendar day of the applicable month. Any Expense Payment shall be paid by the Adviser to the Fund in any combination of cash or other immediately available funds and/or offset against amounts due from the Fund to the Adviser or its affiliates no later than forty-five (45) days after such obligation was incurred.

In consideration of the Adviser’s agreement to make Expense Payments, at any time during a fiscal year and, to the extent that expenses fall below the Expense Limitation, the Adviser reserves the right to recoup through the end of the fiscal year any expenses that were reimbursed during the fiscal year up to, but not in excess of, the Expense Limitation (an “Adviser Reimbursement”). For the three months ended March 31, 2026, and 2025, there was no recoupment of reimbursed expenses by the Adviser.

This Expense Limitation Agreement renewed as of January 1, 2026 and shall renew automatically for successive one-year terms. The Adviser may not terminate this Expense Limitation Agreement before a term’s expiration date without the approval of the Fund’s Board.

Prior to the Expense Limitation Agreement, the Fund had entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. Pursuant to the Expense Support Agreement for the first twelve months commencing upon the Fund’s election to be regulated as a BDC under the 1940 Act, which occurred on June 1, 2023, the Adviser was obligated to advance all of the Fund’s Other Operating Expenses to the effect that such expenses did not exceed 0.50% (on an annualized basis) of the Fund’s average net assets (referred to as a “Required Expense Payment”). “Other Operating Expenses” meant the Fund’s professional fees (including accounting, legal, and auditing fees), custodian and transfer agent fees and third party valuation agent fees, insurance costs, director fees, administration fees, and other general and administrative expenses.

Upon the termination of Adviser’s obligation to make Required Expense Payments, the Adviser had an option to elect to pay, at such times as the Adviser determined, certain expenses on the Fund’s behalf, provided that no portion of the payment was used to pay any interest expense or Unit Holder servicing fees of the Fund (referred to as a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). Any Expense Payments that the Adviser committed to pay had to be paid by the Adviser to the Fund in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Fund to the Adviser or its affiliates.

In consideration of the Adviser’s agreement to make Expense Payments, the Fund had agreed to repay the Adviser in the amount of any Expense Payment subject to the limitation that a repayment to the Adviser (an “Adviser Reimbursement”) were only made if and to the extent that: (i) it was payable not more than three years from the date on which the applicable Expense Payment was made by the Adviser; and (ii) the Adviser Reimbursement did not cause the Fund’s total annual operating expenses (on an annualized basis and net of any Advisor Reimbursements received by the Fund during such fiscal year) during the applicable quarter to exceed the Expense Limitation (as applicable). The Adviser had an option to waive its right to receive all or a portion of any Adviser Reimbursement in any particular calendar month. The Fund’s obligation to make an Adviser Reimbursement automatically became a liability of the Fund on the last business day of the applicable calendar month, except to the extent the Adviser had waived its right to receive such payment for the applicable month. The Adviser voluntarily agreed to waive its right to receive any Reimbursement Payment for any Excess Operating Funds incurred in any month through December 31, 2024, the effective end day of terms of the Expense Support Agreement, and any such amounts were not considered unreimbursed Expense Payments reimbursable in future periods.

For the three months ended March 31, 2026 and 2025, approximately $0.4 million and $0.1 million, respectively, was recognized and recorded in expense support on the consolidated statements of operations.

Fidelity Direct Lending LLC (“FDL”), an affiliate of the Fund, acts as administrative agent for certain of the Fund’s loan investments. As an administrative agent, FDL is responsible for performing loan administrative services on behalf of borrowers and lenders and is entitled to fees for those services. FDL does not retain fees from portfolio companies for providing services with respect to loans in which the Fund has invested. Pursuant to the Amended and Restated Administrative Agent Expense Allocation Agreement (the “Agent Allocation Agreement”), all fees earned and expenses incurred by FDL are transferred pro rata to the Fund and other affiliated funds based on the amounts the funds invested or committed, provided that those expenses shall not exceed the fees received by the Fund by FDL. Any income received or expense incurred is included in other income or other general and administrative expenses, respectively, on the consolidated statements of operations.

FIAM Institutional Funds Manager, LLC (“FIAMIFM”), as the former General Partner, owned 1,731.84 Units and 1,699.30 Units of net assets as of March 31, 2026 and December 31, 2025, respectively.

The following investment companies managed by an affiliate were each owners of record of 10% or more of the total net assets:


Affiliated Investment Company	March 31, 2026 % Net Assets			December 31, 2025 % Net Assets
Fidelity Capital and Income Fund		45	%		45	%
Fidelity Advisor Floating Rate High Income Fund		16	%		16	%

Investment companies managed by an affiliate, in aggregate, were owners of record of 100% of the Units as of each period presented.

The Fund has entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with Fidelity Distributors Company LLC (“FDC”), an affiliate of the Adviser. FDC will act as a non-exclusive placement agent for the Fund in connection with the private placement offering of units of interest.

The Fund and the Adviser have received an exemptive order from the SEC that permits the Fund, among other things, to co-invest with certain other persons in negotiated transactions, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. The Fund may determine to participate or not to participate, depending on whether the Adviser determines that the investment is appropriate for the Fund (e.g., based on investment strategy). The co-investment would generally be allocated to the Fund and the other affiliated funds that target similar assets in accordance with the Adviser’s allocation policies and procedures. If the Adviser determines that such investment is not appropriate for the Fund, the investment will not be allocated to the Fund.