Note 4. Expenses and Transactions with Affiliates

Investment Advisory Agreement

Prior to the Reorganization, the Acquired Fund operated under an Investment Advisory Agreement with FDS, dated May 10, 2023 (the “Prior Advisory Agreement”), pursuant to which FDS provided investment advisory services to the Acquired Fund. As compensation for such services, the Acquired Fund paid an advisory fee (the “Management Fee”) monthly in arrears at an annual rate of 1.25% of the Acquired Fund’s average daily net assets throughout the month.

The Reorganization did not result in a change to the nature or scope of the investment advisory and management services provided by FDS. The Prior Advisory Agreement terminated automatically at the effective time of the Merger pursuant to the Merger Agreement. The Fund is party to its own Investment Advisory Agreement with FDS, effective March 18, 2026 (the “Advisory Agreement”), under which FDS provides investment advisory and management services to the Fund. Under the Advisory Agreement, which has governed the Management Fee since the Merger, the Management Fee is calculated based on the Fund’s net assets as of the beginning of the first business day of each month, rather than on average daily net assets throughout the month as under the Prior Advisory Agreement, at the same annual rate of 1.25%, payable monthly in arrears.

For the three and nine months ended September 30, 2026, management fees were approximately $2.5 million and $7.5 million, respectively. For the three and nine months ended September 30, 2025, management fees were approximately $2.5 million and $7.4 million, respectively. As of September 30, 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.

Administration Agreement

Prior to the Reorganization, the Acquired Fund operated under an Administration Agreement with FDS, dated May 10, 2023 (the “Prior Administration Agreement”). As compensation for the services of and expenses borne by FDS in its capacity as the Acquired Fund’s Administrator, the Acquired Fund paid an administration fee to FDS monthly in arrears at an annual rate of 0.25% of the average daily net assets throughout the month.

The Reorganization did not result in a change to the nature or scope of the administrative services provided by FDS. The Prior Administration Agreement terminated automatically at the effective time of the Merger pursuant to the Merger Agreement. The Fund is party to its own Administration Agreement with FDS, effective March 18, 2026 (the “Administration Agreement”). Under the Administration Agreement, FDS continues to provide, or oversee the performance of, administrative and compliance services necessary for the Fund’s operations, including 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. Under the Administration Agreement, which has governed administrative services since the Merger, the annual administration fee rate is unchanged at 0.25%; however, the fee under the Administration Agreement is now calculated based on the Fund’s month-end net asset value rather than average daily net assets throughout the month as under the Prior Administration Agreement, and is payable monthly in arrears.

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 and nine months ended September 30, 2026, the Fund incurred approximately $0.5 million and $1.5 million, respectively, in expenses under the Administration Agreement, which were recorded as administration fees on the consolidated statements of operations. For the three and nine months ended September 30, 2025, the Fund incurred approximately $0.5 million and $1.5 million respectively, in expenses under the Administration Agreement, which were recorded as administration fees on the consolidated statements of operations.

Transfer Agent Agreement

Prior to the Reorganization, the Acquired Fund operated under a transfer agent agreement, effective April 1, 2024, with Fidelity Investments Institutional Operations Company LLC (“FIIOC”), an affiliate of the Adviser, pursuant to which FIIOC served as the Acquired Fund’s transfer agent, distribution paying agent and registrar and received an asset-based fee with respect to Units.

The Reorganization did not result in a change to the nature or scope of the transfer agency services provided by FIIOC. In connection with the Reorganization, the Fund became a party to the transfer agent agreement effective March 18, 2026. Under the agreement, FIIOC continues to serve as the Fund’s transfer agent, distribution paying agent and registrar. 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 each month. Such fees are payable monthly in arrears.

For the three and nine months ended September 30, 2026, the Fund recorded approximately $0.2 million and $0.6 million, respectively, in transfer agent fees, which are included in other general and administrative expenses on the consolidated statements of operations. For the three and nine months ended September 30, 2025, the Fund recorded approximately $0.2 million and $0.6 million, respectively, in transfer agent fees, which are included in other general and administrative expenses on the consolidated statements of operations.

Expense Limitation Agreement

Prior to the Reorganization, effective January 1, 2025, which automatically renewed on January 1, 2026, the Acquired Fund operated under an expense limitation agreement with the Adviser pursuant to which the Adviser agreed to reimburse certain Fund expenses in excess of specified limits. The Reorganization did not result in a substantive change to the expense limitation arrangements between the Fund and the Adviser. In connection with the Reorganization, the Fund became a party to the expense limitation agreement (the “Expense Limitation Agreement”) effective March 18, 2026, and in continuation under this agreement, 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 Unit Holders of the Fund; (i) all other expenses incidental to holding meetings of the Fund’s Unit Holders, 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.

The Expense Limitation Agreement will continue in force until November 30, 2026 (the “Initial Term”) and shall renew automatically for successive one-year terms after the Initial Term. The Adviser may not terminate this Expense Limitation Agreement before a term’s expiration date without the approval of the Fund’s Board. This Expense Limitation Agreement may be terminated without the payment of any penalty, by the Fund’s Board at any time.

In addition, the Adviser has contractually agreed to reimburse the Fund to the extent that total expenses as a percentage of its average net assets, including management fee and Other Operating Expenses exceed 0.00% (the “Expense Cap”) with respect to such expenses incurred prior to the effective date of the Reorganization. The Expense Cap excludes interest and other expenses with respect to borrowings by the Fund, certain taxes, such non-recurring and/or extraordinary expenses, if any, as well as non-operating expenses such as Rule 12b-1 fees, if any.

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 and nine months ended September 30, 2026, and 2025, there was no recoupment of reimbursed expenses by the Adviser.

For the three and nine months ended September 30, 2026, approximately $0.1 million and $0.8 million, respectively, was recognized and recorded in expense support on the consolidated statements of operations. For the three and nine months ended September 30, 2025, approximately $0.3 million and $0.7 million, respectively, was recognized and recorded in expense support on the consolidated statements of operations.

Administrative Agent Expense Allocation Agreement

Fidelity Direct Lending LLC (“FDL”), an affiliate of the Fund, acted as administrative agent for certain of the Acquired Fund’s loan investments prior to the Reorganization. The Reorganization did not result in any change to the administrative agent, the services provided by FDL, or the economic terms of the arrangement. FDL continues to act as administrative agent for the Fund in connection with 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.

Affiliated Investments

There were no affiliated holdings as of December 31, 2025.

Affiliated Unit Holder Investments

FIAMIFM, the former general partner of the Acquired Fund, owned 1,644 Units and 1,699 Units of net assets as of September 30, 2026 and December 31, 2025, respectively.

Affiliates, in aggregate, were owners of record of 100% of the Units as of each period presented.

Placement Agent Agreement

Prior to the Reorganization, the Acquired Fund operated under a placement agent agreement with Fidelity Distributors Company LLC (“FDC”), an affiliate of the Adviser, pursuant to which FDC acted as placement agent in connection with the Fund's private placement offering of Units.

The Reorganization did not result in any change to the placement agent, the services provided by FDC, or the economic terms of the arrangement. FDC continues to act as placement agent for the Fund in connection with the private placement offering of Units.

Co-Investment Relief

The Adviser has 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.