Exhibit (a)(1)(iii)
Letter of Transmittal
Regarding Shares in Fidelity Private Credit Fund
Tendered Pursuant to the Offer to Purchase
Dated August 3, 2026
The Offer and withdrawal rights will expire on August 31, 2026
and this Letter of Transmittal must be received by the
Fund’s Transfer Agent by 4:00 p.m.,
Eastern Time, on August 31, 2026, unless the Offer is extended.
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
The undersigned hereby tenders to Fidelity Private Credit Fund, a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”) and is organized as a Delaware statutory trust (the “Fund”), the shares of beneficial interest in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated August 3, 2026 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the “Offer”). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the shares of beneficial interest in the Fund or portion thereof tendered pursuant to the Offer.
The undersigned hereby warrants that he or she has full authority to sell the shares of beneficial interest in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial shares of interest in the Fund or portions thereof tendered hereby.
If the Fund accepts for purchase the shares tendered hereby, the purchase price will be paid in cash to the undersigned. The cash payment(s) of the purchase price for the shares of beneficial interest in the Fund or portion thereof of the undersigned, as described in Section 6 “Purchases and Payment” of the Offer to Purchase, shall be wired to the account from which your subscription Funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 “Withdrawal Rights” of the Offer to Purchase, this tender is irrevocable.
VALUATION DATE: September 30, 2026
TENDER OFFER EXPIRATION DATE: 4:00 p.m. (Eastern Time), August 31, 2026
PARTS 1, 2, 3, AND 4 MUST BE COMPLETED AND IN GOOD ORDER IN ORDER TO PROCESS
YOUR REQUEST
If You Invest In The Fund Through A Financial Intermediary Through Whom You Expect To Have Your Tender Offer Request Submitted, Please Allow For Additional Processing Time As The Letter of Transmittal Must Ultimately Be Received By The Fund’s Transfer Agent, No Later Than 4:00 p.m. (Eastern Time) On The Expiration Date.
PLEASE CONTACT YOUR FINANCIAL ADVISOR FOR ASSISTANCE COMPLETING THIS FORM.
PART 1 – NAME (AS IT APPEARS ON YOUR FIDELITY PRIVATE CREDIT FUND STATEMENT) AND CONTACT INFORMATION
| Fund Name: | ||
| Fund Account #: | ||
| Fidelity Account #: | ||
| Account Name/Registration: | ||
| Social Security Number: | ||
| Email Address: | ||
| Financial Intermediary Firm Name: | ||
| Financial Intermediary Account #: | ||
| Financial Advisor Name: | ||
| Financial Advisor Telephone #: | ||
PART 2 – REQUESTED TENDER AMOUNT
Please select repurchase type by checking one of the boxes below. If you are requesting a partial repurchase, please provide a number of Shares.
| ☐ | Full Repurchase |
| ☐ | Partial Repurchase* of Class S Shares (__________________________ Shares) |
| ☐ | Partial Repurchase* of Class D Shares (__________________________ Shares) |
| ☐ | Partial Repurchase* of Class I Shares (__________________________ Shares) |
| ☐ | Check this box if Repurchase is related to death, disability, or divorce (talk with your financial advisor) |
| * | If the requested partial repurchase would put the account balance below the required minimum balance, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise by checking the following box: |
| ☐ | Change request to Full Repurchase if amount requested to be repurchased would need to be reduced to maintain minimum account balance |
Reason for Requested Tender (Optional):_____________________________________________________
PART 3 – COST BASIS SELECTION (Select only one)
U.S. federal income tax information reporting rules generally apply to certain transactions in our shares. Where they apply, the “cost basis” calculated for the shares involved will be reported to the Internal Revenue Service (“IRS”) and to you. Generally these rules apply to our shares, including those purchased through our distribution reinvestment plan. You should consult your own tax advisor regarding the consequences of these rules and your cost basis reporting options.
Indicate below the cost basis method you would like us to apply.
IMPORTANT: If an option is not selected, your cost basis will be calculated using the average cost.
| ☐ | FIFO (First – In / First Out) |
| ☐ | LIFO (Last – In / First Out) |
| ☐ | High Cost |
| ☐ | Low Cost |
| ☐ | Specific Lots |
If you have selected “Specific Lots,” please identify the lots below:
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Date of Purchase:
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Amount of Purchase:
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Date of Purchase: |
Amount of Purchase:
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Date of Purchase: |
Amount of Purchase:
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PART 4 – PAYMENT
Payments will be directed back to the account from which your subscription funds were debited. Contact your financial intermediary or account manager if you have any questions.
PART 5 – SIGNATURE(S)
The undersigned subscriber acknowledges that this request is subject to all the terms and conditions set forth in the Fund’s Prospectus and the Offer to Purchase dated August 3, 2026 (the “Offer to Purchase”) and all capitalized terms used herein have the meaning as defined in the Fund’s Prospectus. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering shareholder.
Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.
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| Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||||||
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| Signature | Print Name of Authorized Signatory (and Title if applicable) | Date | ||||||