Fidelity Direct Lending Fund 10-Q 2024 Q2 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission File Number 814-01645

Fidelity Private Credit Company LLC

(Exact name of Registrant as specified in its Charter)

Delaware	87-2722334
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
245 Summer Street Boston, Massachusetts	02210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 563-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Units

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of units of Registrant’s Common Units, outstanding as of August 5, 2024 was 70,814,816

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (unaudited) and December 31, 2023	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited)	2
	Consolidated Statements of Changes in Net Assets for three and six months ended June 30, 2024 and 2023 (unaudited)	3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	4
	Consolidated Schedules of Investments as of June 30, 2024 (unaudited) and December 31, 2023	5
	Notes to Consolidated Financial Statements (unaudited)	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	57
PART II.	OTHER INFORMATION	58
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
Signatures		61

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are current expectations, estimates and projections of Fidelity Private Credit Company LLC (the “Fund,” “we,” “us” or “our”) and/or Fidelity Diversifying Solutions LLC (“FDS” or the “Adviser”) about the Fund, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. “Fund,” “we,” “us” or “our” refers to Fidelity Direct Lending Fund, LP, a Delaware limited partnership for periods prior to consummation of the BDC Conversion (as defined below), refers to Fidelity Private Credit Central Fund LLC, a Delaware limited liability company for periods following the BDC Conversion. “BDC Conversion” refers to the conversion by operation of law of Fidelity Direct Lending, LP to Fidelity Private Credit Central Fund LLC by the filing of a Certificate of Conversion to a limited liability company on January 31, 2023, and the Fund’s subsequent election to be regulated as a BDC. On March 11, 2024, the Fund was renamed Fidelity Private Credit Company LLC. Forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

our ability to raise capital;

•

geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict in Ukraine and Israel;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financing arrangements and investments;

•

changes in the general interest rate environment;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with the Adviser and its affiliates;

•

the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

the use of borrowed money to finance a portion of our investments;

•

the ability of the Adviser to identify suitable investments and to monitor and administer our investments;

•

the ability of the Adviser and its affiliates to attract and retain highly talented professionals;

•

our ability to maintain our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

•

the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•

the effect of changes in tax laws and regulations and interpretations thereof; and

•

the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Fidelity Private Credit Company LLC

Consolidated Statements of Assets and Liabilities

	June 30, 2024		December 31, 2023
	(unaudited)
Assets
Investments at fair value
Non-controlled / non-affiliate investments (amortized cost $1,434,751,723 and $1,371,453,021)	$	1,438,312,194	$	1,379,664,900
Cash		19,604,702		46,194,052
Deferred financing costs		6,191,235		7,352,890
Receivables from sales and paydowns of investments		31,902		—
Interest receivable		11,290,928		9,137,528
Prepaid expenses		29,238		73,097
Total Assets		1,475,460,199		1,442,422,467
Liabilities
Debt		743,000,000		743,000,000
Due to custodian		108,893		1,087,223
Payable for purchases of securities		—		130,378
Distribution payable		—		5,881,549
Interest payable		16,118,579		15,890,115
Management fee payable		732,979		699,223
Due to affiliates		146,574		139,974
Other accounts payable and accrued liabilities		1,293,713		502,237
Total Liabilities		761,400,738		767,330,699
Commitments and Contingencies (Note 7)
Net Assets
Paid-in-capital in excess of par value		699,660,001		666,533,716
Total distributable earnings (loss)		14,399,460		8,558,052
Total Net Assets	$	714,059,461	$	675,091,768
Total Liabilities and Net Assets	$	1,475,460,199	$	1,442,422,467
Net Asset Value per unit (70,252,784 and 66,969,593 units issued and outstanding as of June 30, 2024 and December 31, 2023 respectively)	$	10.16	$	10.08

The accompanying notes are an integral part of these consolidated financial statements

1

Fidelity Private Credit Company LLC

Consolidated Statements of Operations

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
From non-controlled / non-affiliate investments
Interest income	$	43,944,953		$	35,463,049		$	86,918,962		$	64,437,681
Dividend income		190,009			—			361,547			—
Other income		826,878			126,217			1,229,597			126,217
From non-controlled / affiliate investments
Dividend income		—			4,401			—			4,401
Total Investment Income		44,961,840			35,593,667			88,510,106			64,568,299
Expenses
Interest expense		16,766,371			13,095,464			33,585,896			23,135,917
Management fees		2,182,902			476,849			4,348,753			476,849
Administration fees		436,500			102,912			869,599			119,718
Custodian fees		556			846			1,334			1,149
Board of Directors’ fees		70,983			25,792			146,700			25,792
Professional fees		278,749			112,835			399,117			181,741
Other general and administrative expenses		341,880			139,367			551,845			204,286
Total Expenses Before Reductions		20,077,941			13,954,065			39,903,244			24,145,452
Expense support		(216,925	)		(98,388	)		(216,925	)		(98,388	)
Investment income before income tax expense		19,861,016			13,855,677			39,686,319			24,047,064
Net Expenses		19,861,016			13,855,677			39,686,319			24,047,064
Net Investment Income (Loss)		25,100,824			21,737,990			48,823,787			40,521,235
Net Realized and Unrealized Gains (Losses) on Investments
Realized gain (loss) on non-controlled / non-affiliate investments		—			—			(1,036	)		—
Net change in unrealized appreciation (depreciation) on non-controlled / non-affiliate investments (net of increase in deferred taxes of $1,079,996 and $0)		1,253,035			(1,534,243	)		(5,731,404	)		(3,408,301	)
Total Unrealized Gain/Loss		1,253,035			(1,534,243	)		(5,731,404	)		(3,408,301	)
Net Realized and Unrealized Gains (Losses) on Investments		1,253,035			(1,534,243	)		(5,732,440	)		(3,408,301	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	26,353,859		$	20,203,747		$	43,091,347		$	37,112,934

The accompanying notes are an integral part of these consolidated financial statements

2

Fidelity Private Credit Company LLC

Consolidated Statements of Changes in Net Assets

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	25,100,824		$	21,737,990		$	48,823,787		$	40,521,235
Net realized gain (loss) on investments		—			—			(1,036	)		—
Net change in unrealized appreciation (depreciation) on investments		1,253,035			(1,534,243	)		(5,731,404	)		(3,408,301	)
Net Increase (Decrease) in Net Assets Resulting from Operations		26,353,859			20,203,747			43,091,347			37,112,934
Capital Activity
Capital contributions		10,000,000			60,617,189			20,000,000			126,717,202
Distributions to Unit Holders		(24,588,971	)		(14,878,190	)		(37,249,939	)		(32,391,400	)
Reinvestment of distributions		8,713,438			14,262,010			13,126,285			31,775,220
Net Increase (Decrease) in Net Assets Resulting from Capital Activity		(5,875,533	)		60,001,009			(4,123,654	)		126,101,022
Total Increase (Decrease) in Net Assets		20,478,326			80,204,756			38,967,693			163,213,956
Net assets, beginning of period		693,581,135			545,580,259			675,091,768			462,571,059
Net Assets, End of Period	$	714,059,461		$	625,785,015		$	714,059,461		$	625,785,015

The accompanying notes are an integral part of these consolidated financial statements

3

Fidelity Private Credit Company LLC

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	43,091,347		$	37,112,934
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Payments for purchases of investments		(154,138,126	)		(484,257,864	)
Proceeds from sales of investments and principal repayments		141,540,773			4,575,752
Net proceeds (payments) for money market funds		—			(1,353,796	)
Net proceeds (payments) from sales (purchases) of mutual funds		(44,674,462	)		—
Net realized (gain) loss on investments		1,036			—
Net change in unrealized (appreciation) depreciation on investments		4,651,408			3,408,301
Payment-in-kind interest capitalized		(1,110,937	)		—
Net accretion of discount and amortization of premium		(4,916,986	)		(1,580,387	)
Amortization of deferred financing costs		1,161,655			852,571
Changes in operating assets and liabilities
(Increase) decrease in receivables from sales and paydowns of investments		(31,902	)		(457,540	)
(Increase) decrease in interest receivable		(2,153,400	)		(2,899,042	)
(Increase) decrease in prepaid expenses		43,859			—
Increase (decrease) in due to custodian		(978,330	)		—
Increase (decrease) in payable for purchases of securities		(130,378	)		—
Increase (decrease) in interest payable		228,464			8,073,823
Increase (decrease) in management fee payable		33,756			476,849
Increase (decrease) in due to affiliates		6,600			91,175
Increase (decrease) in other accounts payable and accrued liabilities		791,476			188,943
Net Cash Provided by (Used in) Operating Activities		(16,584,147	)		(435,768,281	)
Cash Flows from Financing Activities:
Payment of financing costs		—			(4,599,022	)
Capital contributions		20,000,000			126,717,202
Capital distributions		(30,005,203	)		(616,180	)
Proceeds from borrowings		—			310,000,003
Repayment of borrowings		—			(62,846,018	)
Net Cash Provided by (Used in) Financing Activities		(10,005,203	)		368,655,985
Net change in cash		(26,589,350	)		(67,112,296	)
Cash as of the beginning of the period		46,194,052			102,825,803
Cash as of the end of the period	$	19,604,702		$	35,713,507
Supplemental information and non-cash financing activities
Non-cash distributions	$	13,126,285		$	31,775,220
Reinvestment of distributions	$	(13,126,285	)	$	(31,775,220	)
Non-cash purchases of payment-in-kind securities	$	1,110,937		$	—
Non-cash interest income from payment-in-kind securities	$	(1,110,937	)	$	—
Cash paid for interest expense	$	32,195,777		$	13,512,118

The accompanying notes are an integral part of these consolidated financial statements

4

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Investments -- non-controlled/ non-affiliate
First Lien Debt
Aerospace & Defense
Cadence - Southwick, Inc. (h)(k)	Term Loan	SOFR	+	5.00%	10.44%	5/3/2029		8,310,648	$	8,096,118		$	8,260,784
Cadence - Southwick, Inc. (f)(h)	Revolving Credit Facility	SOFR	+	5.00%	10.42%	5/3/2028		1,859,444		1,770,990			1,834,184
										9,867,108			10,094,968		1.42%
Air Freight & Logistics
Echo Global Logistics Inc (j)(k)	Term Loan	SOFR	+	4.75%	10.19%	11/23/2028		15,327,000		14,893,928			15,327,000
R1 Holdings Merger Sub, LLC (h)(k)	Term Loan	SOFR	+	6.25%	11.59%	12/29/2028		21,802,975		21,272,173			21,759,369
R1 Holdings Merger Sub, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	6.25%	11.57%	12/29/2028		2,487,009		2,377,045			2,473,039
R1 Holdings Merger Sub, LLC (f)(h)	Revolving Credit Facility	SOFR	+	6.25%	11.59%	12/29/2028		330,317		206,256			319,457
STG Logistics Inc (i)(k)	Term Loan	SOFR	+	6.00%	11.48%	3/24/2028		41,552,000		41,082,040			32,452,112
										79,831,442			72,330,977		10.13%
Application Software
ACP Avenu Buyer, LLC (h)(k)	Term Loan	SOFR	+	5.25%	10.55%	10/2/2029		18,656,250		18,188,875			18,656,250
ACP Avenu Buyer, LLC (f)(h)	Revolving Credit Facility	SOFR	+	5.25%	10.57%	10/2/2029		800,625		642,639			800,625
ACP Avenu Buyer, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	5.25%	10.58%	10/2/2029		1,929,714		1,848,640			1,929,714
ACP Falcon Buyer, Inc. (h)(k)	Term Loan	SOFR	+	5.50%	10.80%	8/1/2029		23,657,563		23,025,528			23,657,563
ACP Falcon Buyer, Inc. (f)(h)	Revolving Credit Facility		-		-	8/1/2029		-		(166,000	)		-
Atlas AU Bidco Pty Ltd / Atlas US Finco, Inc. (h)(k)	Term Loan	SOFR	+	7.25%	12.58%	12/9/2029		31,471,935		30,672,012			31,314,576
Atlas AU Bidco Pty Ltd / Atlas US Finco, Inc. (f)(h)	Revolving Credit Facility		-		-	12/9/2028		-		(75,805	)		(16,949	)
Finastra USA Inc (f)(h)(l)	Revolving Credit Facility	SOFR	+	7.25%	12.58%	9/13/2029		825,871		689,396			825,871
Lightspeed Solutions, LLC (i)(k)	Term Loan	SOFR	+	6.50% (2.17% PIK)	11.85%	3/1/2028		20,099,587		19,799,046			19,576,997
Lightspeed Solutions, LLC (i)(k)	Delayed Draw Term Loan	SOFR	+	6.50% (2.17% PIK)	11.85%	3/1/2028		1,325,338		1,323,614			1,290,879
Prism Parent Co Inc. (f)(i)	Delayed Draw Term Loan		-		-	9/16/2028		-		(65,722	)		-
Prism Parent Co Inc. (i)(k)	Term Loan	SOFR	+	5.00%	10.34%	9/16/2028		31,281,712		30,801,516			31,281,712
										126,683,739			129,317,238		18.11%

The accompanying notes are an integral part of these consolidated financial statements

5

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Automotive Parts & Equipment
American Trailer Rental Group, LLC (h)(k)	Term Loan	SOFR	+	5.50%	10.98%	6/1/2027		15,600,000	$	15,311,456		$	14,913,600
American Trailer Rental Group, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	5.50%	10.98%	6/1/2027		14,748,975		14,748,975			14,100,020
American Trailer Rental Group, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	5.75%	11.19%	6/1/2027		19,293,375		18,874,724			18,560,227
Arrowhead Holdco Company (i)(k)	Term Loan	SOFR	+	5.25% (2.75% PIK)	10.75%	8/31/2028		25,289,064		24,883,407			20,863,478
Arrowhead Holdco Company (i)(k)	Delayed Draw Term Loan	SOFR	+	5.25% (2.75% PIK)	10.75%	8/31/2028		2,309,504		2,309,504			1,905,341
										76,128,066			70,342,666		9.85%
Building Products
Copperweld Group, Inc. (h)(k)	Term Loan	SOFR	+	6.00%	11.60%	3/31/2026		37,936,376		37,022,685			37,557,012
Copperweld Group, Inc. (f)(h)	Revolving Credit Facility	SOFR	+	6.00%	11.60%	3/31/2026		3,553,299		3,436,482			3,502,538
										40,459,167			41,059,550		5.75%
Commodity Chemicals
Soteria Flexibles Corporation (f)(h)	Delayed Draw Term Loan		-		-	8/15/2029		-		(78,175	)		(58,297	)
Soteria Flexibles Corporation (h)(k)	Term Loan	SOFR	+	5.50%	10.83%	8/15/2029		15,342,494		14,999,934			15,219,754
Soteria Flexibles Corporation (f)(h)	Revolving Credit Facility		-		-	8/15/2029		-		(126,591	)		(47,259	)
										14,795,168			15,114,198		2.11%
Data Processing & Outsourced Services
VRC Companies LLC (h)(k)	Term Loan	SOFR	+	5.75%	11.08%	6/29/2027		34,472,127		34,127,604			34,472,127
										34,127,604			34,472,127		4.83%
Diversified Support Services
EverSmith Brands Intermediate Holding Company (h)(k)	Term Loan	SOFR	+	5.00%	10.33%	6/17/2030		529,412		521,507			521,471
EverSmith Brands Intermediate Holding Company (f)(h)	Delayed Draw Term Loan		-		-	6/17/2030		-		(2,740	)		(2,757	)
EverSmith Brands Intermediate Holding Company (f)(h)	Revolving Credit Facility		-		-	6/17/2030		-		(1,535	)		(1,544	)
Hobbs & Associates, LLC (h)(k)	Term Loan	SOFR	+	6.25%	11.58%	4/11/2029		21,931,709		21,371,648			21,931,709
Hobbs & Associates, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.25%	11.58%	4/11/2029		24,819,759		24,193,859			24,819,759
Hobbs & Associates, LLC (h)(k)	Term Loan	SOFR	+	6.25%	11.58%	4/11/2029		3,103,711		3,035,250			3,103,711
Hobbs & Associates, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.25%	11.58%	4/11/2029		8,709,701		8,520,691			8,709,701
Hobbs & Associates, LLC (h)(k)	Term Loan	SOFR	+	5.00%	10.33%	4/11/2029		1,330,000		1,317,204			1,322,020
Hobbs & Associates, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	5.00%	10.33%	4/11/2029		1,022,222		999,917			1,000,222
MRI Acquisitions, Inc (h)(k)	Term Loan	SOFR	+	6.25%	11.73%	12/30/2025		34,637,786		34,274,397			33,875,755
MRI Acquisitions, Inc (f)(h)	Revolving Credit Facility	SOFR	+	6.25%	11.73%	12/30/2025		666,667		642,299			611,667
Ruppert Landscape, LLC (i)(k)	Term Loan	SOFR	+	5.75%	11.25%	12/1/2028		23,995,843		23,427,106			23,995,843
Ruppert Landscape, LLC (i)(k)	Delayed Draw Term Loan	SOFR	+	5.75%	11.23%	12/1/2028		6,264,174		6,086,828			6,264,174
Ruppert Landscape, LLC (f)(i)	Revolving Credit Facility	SOFR	+	5.75%	11.24%	12/1/2028		1,134,058		1,035,008			1,134,058
										125,421,439			127,285,789		17.83%

The accompanying notes are an integral part of these consolidated financial statements

6

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Electrical Components & Equipment
CMI Buyer, Inc. (h)(k)	Term Loan	SOFR	+	6.75%	12.08%	10/20/2028		4,314,196	$	4,362,561		$	4,427,986
										4,362,561			4,427,986		0.62%
Electronic Components
AEP Passion Intermediate Holdings, Inc. (h)(k)	Term Loan	SOFR	+	6.50%	12.04%	10/5/2027		24,504,468		23,944,664			23,891,856
AEP Passion Intermediate Holdings, Inc. (f)(h)	Delayed Draw Term Loan	SOFR	+	6.50%	11.97%	10/5/2027		1,356,659		1,283,576			1,271,305
AEP Passion Intermediate Holdings, Inc. (f)(h)	Revolving Credit Facility	SOFR	+	6.50%	11.98%	10/5/2027		1,391,577		1,353,975			1,348,890
EDS Buyer, LLC (h)(k)	Term Loan	SOFR	+	5.75%	11.09%	1/10/2029		912,593		895,062			894,341
EDS Buyer, LLC (f)(h)	Revolving Credit Facility		-		-	1/10/2029		-		(1,616	)		(1,702	)
										27,475,661			27,404,690		3.85%
Environmental & Facilities Services
Pavement Partners Interco, LLC (h)(k)	Term Loan	SOFR	+	6.75%	12.22%	2/7/2028		39,946,608		39,010,711			39,946,608
Pavement Partners Interco, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.75%	12.22%	2/7/2028		5,721,105		5,584,031			5,721,105
Pavement Partners Interco, LLC (f)(h)	Revolving Credit Facility	SOFR	+	6.75%	12.22%	2/7/2028		2,355,528		2,271,014			2,355,528
Pavement Partners Interco, LLC (h)(k)	Term Loan	SOFR	+	6.75%	12.08%	2/7/2028		1,000,000		970,053			970,000
										47,835,809			48,993,241		6.86%
Food Distributors
Midas Foods International LLC (h)	Term Loan	SOFR	+	6.00%	11.33%	4/30/2029		327,869		321,476			321,312
Midas Foods International LLC (f)(h)	Delayed Draw Term Loan		-		-	4/30/2029		-		(9,516	)		(9,836	)
Midas Foods International LLC (f)(h)	Revolving Credit Facility		-		-	4/30/2029		-		(3,171	)		(3,279	)
										308,789			308,197		0.04%
Health Care Facilities
Infusion Services Management, LLC (h)(k)	Term Loan	SOFR	+	6.50%	11.85%	7/7/2028		18,908,267		18,418,843			18,908,267
Infusion Services Management, LLC (f)(h)	Delayed Draw Term Loan		-		-	7/7/2028		-		(130,433	)		-
Infusion Services Management, LLC (f)(h)	Revolving Credit Facility		-		-	7/7/2028		-		(31,144	)		-
										18,257,266			18,908,267		2.65%
Health Care Services
AB Centers Acquisition Corporation (i)(k)	Term Loan	SOFR	+	6.00%	11.44%	9/6/2028		36,334,199		35,517,015			36,334,199
AB Centers Acquisition Corporation (f)(i)	Revolving Credit Facility		-		-	9/6/2028		-		(65,891	)		-
BeBright MSO, LLC (h)(k)	Term Loan	SOFR	+	5.75%	11.10%	6/3/2030		9,662,764		9,567,001			9,566,137
BeBright MSO, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	5.75%	11.09%	6/3/2030		599,091		522,726			521,789
BeBright MSO, LLC (f)(h)	Revolving Credit Facility		-		-	6/3/2030		-		(19,085	)		(19,326	)
CareRing Health, LLC (i)	Delayed Draw Term Loan	SOFR	+	6.00%	11.35%	5/4/2028		6,599,322		6,580,938			6,473,935
CareRing Health, LLC (i)(k)	Term Loan	SOFR	+	6.00%	11.35%	5/4/2028		28,386,207		27,905,142			27,846,869
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc. (h)(k)	Term Loan	SOFR	+	6.50%	11.78%	1/3/2029		38,221,188		37,447,377			38,221,188
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc. (h)(k)	Delayed Draw Term Loan	SOFR	+	6.50%	11.77%	1/3/2029		9,000,000		8,819,242			9,000,000

The accompanying notes are an integral part of these consolidated financial statements

7

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc. (f)(h)	Revolving Credit Facility		-		-	1/3/2029		-	$	(51,573	)	$	-
Houseworks Holdings, LLC (h)(k)	Term Loan	SOFR	+	6.50%	12.01%	12/16/2028		6,648,750		6,487,447			6,648,750
Houseworks Holdings, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.50%	12.01%	12/16/2028		24,933,467		24,342,223			24,933,467
Houseworks Holdings, LLC (f)(h)	Revolving Credit Facility		-		-	12/16/2028		-		(129,505	)		-
Houseworks Holdings, LLC (h)(k)	Term Loan	SOFR	+	6.50%	12.01%	12/16/2028		43,854,714		42,741,180			43,854,714
Integrated Oncology Network LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.00%	11.45%	6/24/2025		3,128,608		3,128,608			3,075,422
Integrated Oncology Network LLC (f)(h)	Revolving Credit Facility		-		-	6/24/2025		-		-			(9,706	)
Integrated Oncology Network LLC (h)(k)	Term Loan	SOFR	+	6.00%	11.45%	6/24/2025		13,755,081		13,652,340			13,521,245
The Smilist DSO, LLC (h)(k)	Term Loan	SOFR	+	6.00%	11.33%	4/4/2029		21,248,125		20,787,088			20,993,148
The Smilist DSO, LLC (f)(h)	Revolving Credit Facility		-		-	4/4/2029		-		(24,634	)		(13,783	)
The Smilist DSO, LLC (f)(h)	Delayed Draw Term Loan		-		-	4/4/2029		-		(49,284	)		(55,130	)
The Smilist DSO, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	6.00%	11.33%	4/4/2029		5,042,123		4,926,214			4,973,210
Tiger Healthcare Buyer, LLC (f)(h)	Delayed Draw Term Loan		-		-	2/27/2030		-		(1,329	)		(3,125	)
Tiger Healthcare Buyer, LLC (h)(k)	Term Loan	SOFR	+	6.00%	11.33%	2/27/2030		2,493,750		2,439,882			2,431,406
Tiger Healthcare Buyer, LLC (f)(h)	Revolving Credit Facility		-		-	2/27/2030		-		(47,831	)		(56,250	)
VIP Medical US Buyer, LLC (h)(k)	Term Loan	SOFR	+	5.75%	11.19%	12/12/2028		33,869,225		33,326,855			33,598,271
VIP Medical US Buyer, LLC (f)(h)	Revolving Credit Facility	SOFR	+	5.75%	11.19%	12/12/2028		3,500,000		3,386,703			3,440,000
VIP Medical US Buyer, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	5.75%	11.19%	12/12/2028		4,490,000		4,339,429			4,410,080
										285,528,278			289,686,510		40.57%
Health Care Supplies
C2DX, Inc (h)(k)	Term Loan	SOFR	+	5.25%	10.59%	3/19/2030		524,110		516,516			521,490
C2DX, Inc (f)(h)	Revolving Credit Facility	SOFR	+	5.25%	10.59%	3/19/2030		15,254		13,311			14,576
C2DX, Inc (f)(h)	Delayed Draw Term Loan		-		-	3/19/2030		-		(4,852	)		(1,695	)
										524,975			534,371		0.07%
Human Resource & Employment Services
Future Care Associates LLC (h)(k)	Term Loan	SOFR	+	5.25%	10.73%	12/30/2028		29,550,000		28,943,085			28,959,000
Future Care Associates LLC (h)	Delayed Draw Term Loan	SOFR	+	5.25%	10.73%	12/30/2028		24,840,000		24,344,308			24,343,200
Future Care Associates LLC (f)(h)	Revolving Credit Facility		-		-	12/30/2028		-		(95,458	)		(100,000	)
										53,191,935			53,202,200		7.46%
Industrial Machinery & Supplies & Components
Astro Acquisition LLC (h)(k)	Term Loan	SOFR	+	5.50%	10.83%	12/13/2027		48,875,000		48,432,825			48,631,250
Astro Acquisition LLC (f)(h)	Revolving Credit Facility		-		-	12/13/2027		-		-			(31,250	)

The accompanying notes are an integral part of these consolidated financial statements

8

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Double E Company, LLC (h)(k)	Term Loan	SOFR	+	6.75% (2.75% PIK)	12.19%	6/21/2028		15,759,507	$	15,616,011		$	13,789,568
Double E Company, LLC (f)(h)	Revolving Credit Facility	SOFR	+	6.75%	12.19%	6/21/2028		1,779,736		1,779,736			1,482,379
Endurance PT Technology Buyer Corporation (h)(k)	Term Loan	SOFR	+	5.25%	10.59%	2/28/2030		4,245,671		4,164,155			4,213,828
Endurance PT Technology Buyer Corporation (f)(h)	Revolving Credit Facility		-		-	2/28/2030		-		(58,253	)		(23,105	)
Endurance PT Technology Buyer Corporation (h)(k)	Term Loan	SOFR	+	5.25%	10.59%	2/28/2030		1,000,000		982,518			982,500
Lake Air Products, LLC (h)(k)	Term Loan	SOFR	+	6.75%	12.23%	1/9/2029		38,569,232		37,779,679			38,337,817
Lake Air Products, LLC (f)(h)	Revolving Credit Facility		-		-	1/9/2029		-		(114,162	)		(36,000	)
MoboTrex, LLC (h)(k)	Term Loan	SOFR	+	5.50%	10.84%	6/7/2030		545,455		534,630			534,545
MoboTrex, LLC (f)(h)	Delayed Draw Term Loan		-		-	6/7/2030		-		(3,113	)		(3,147	)
MoboTrex, LLC (f)(h)	Revolving Credit Facility		-		-	6/7/2030		-		(2,075	)		(2,098	)
										109,111,951			107,876,287		15.10%
Insurance Brokers
Alera Group, Inc. (i)(k)	Term Loan	SOFR	+	6.50%	11.94%	9/30/2028		4,912,500		4,836,928			4,912,500
Alera Group, Inc. (i)(k)	Delayed Draw Term Loan	SOFR	+	6.50%	11.94%	9/30/2028		9,854,375		9,706,316			9,854,375
										14,543,244			14,766,875		2.07%
Life Sciences Tools & Services
WCI-BXC Purchaser, LLC (f)(i)	Revolving Credit Facility		-		-	11/6/2029		-		(132,692	)		-
WCI-BXC Purchaser, LLC (i)(k)	Term Loan	SOFR	+	6.25%	11.59%	11/6/2030		23,338,714		22,791,335			23,338,714
										22,658,643			23,338,714		3.27%
Packaged Foods & Meats
CCI Prime, LLC (h)(k)	Term Loan	SOFR	+	6.00%	11.33%	10/18/2029		973,635		951,341			960,004
CCI Prime, LLC (f)(h)	Delayed Draw Term Loan		-		-	10/18/2029		-		(9,525	)		(6,012	)
CCI Prime, LLC (f)(h)	Revolving Credit Facility		-		-	10/18/2029		-		(77,495	)		(49,000	)
										864,321			904,992		0.12%
Paper & Plastic Packaging Products & Materials
Bron Buyer, LLC (h)(k)	Term Loan	SOFR	+	6.75%	12.18%	1/13/2029		32,587,500		31,919,913			32,587,500
Bron Buyer, LLC (f)(h)	Delayed Draw Term Loan		-		-	1/13/2029		-		(95,282	)		-
Bron Buyer, LLC (f)(h)	Revolving Credit Facility		-		-	1/13/2029		-		(95,198	)		-
										31,729,433			32,587,500		4.56%
Pharmaceuticals
Alcami Corporation (h)(k)	Term Loan	SOFR	+	7.00%	12.49%	12/21/2028		44,505,137		42,598,868			44,505,137
Alcami Corporation (h)(k)	Delayed Draw Term Loan	SOFR	+	7.00%	12.49%	12/21/2028		4,001,644		3,838,398			4,001,644
Alcami Corporation (f)(h)	Revolving Credit Facility		-		-	12/21/2028		-		(290,534	)		-
										46,146,732			48,506,781		6.79%

The accompanying notes are an integral part of these consolidated financial statements

9

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Soft Drinks & Non-alcoholic Beverages
Refresh Buyer LLC (f)(i)	Revolving Credit Facility	SOFR	+	4.50%	9.83%	12/23/2027		460,123	$	460,123		$	374,233
Refresh Buyer LLC (i)(k)	Term Loan	SOFR	+	4.50%	9.83%	12/23/2028		14,392,638		14,269,833			13,989,644
Refresh Buyer LLC (i)(k)	Delayed Draw Term Loan	SOFR	+	4.50%	9.83%	12/23/2028		2,169,939		2,169,939			2,109,180
Refresh Buyer LLC (i)(k)	Term Loan	SOFR	+	5.50%	10.83%	12/23/2028		34,505,590		33,958,323			34,436,579
Refresh Buyer LLC (i)(k)	Delayed Draw Term Loan	SOFR	+	5.50%	10.83%	12/23/2028		4,944,099		4,869,021			4,934,211
										55,727,239			55,843,847		7.82%
Specialized Consumer Services
Cop Foundations Acquisitions Inc. (h)(k)	Term Loan	SOFR	+	5.00%	10.34%	5/6/2029		1,904,762		1,872,203			1,871,429
Cop Foundations Acquisitions Inc. (f)(h)	Delayed Draw Term Loan		-		-	5/6/2029		-		(20,217	)		(41,667	)
Cop Foundations Acquisitions Inc. (f)(h)	Revolving Credit Facility		-		-	5/6/2029		-		(10,106	)		(10,417	)
Mustang Prospects Purchaser LLC (i)(k)	Term Loan	SOFR	+	5.00%	10.33%	6/13/2031		16,104,607		15,944,328			15,943,561
Mustang Prospects Purchaser LLC (f)(i)	Delayed Draw Term Loan		-		-	6/13/2031		-		(18,817	)		(37,893	)
Mustang Prospects Purchaser LLC (f)(i)	Revolving Credit Facility		-		-	6/13/2031		-		(23,521	)		(23,683	)
Quick Roofing Acquisition, LLC (h)(k)	Term Loan	SOFR	+	5.75%	11.18%	12/22/2029		8,155,738		7,964,569			8,155,738
Quick Roofing Acquisition, LLC (f)(h)	Revolving Credit Facility		-		-	12/22/2029		-		(194,386	)		-
Quick Roofing Acquisition, LLC (f)(h)	Delayed Draw Term Loan		-		-	12/22/2029		-		(68,133	)		-
SCP WQS Buyer, LLC (h)(k)	Term Loan	SOFR	+	5.75%	11.08%	10/2/2028		4,339,894		4,253,513			4,339,894
SCP WQS Buyer, LLC (f)(h)	Delayed Draw Term Loan	SOFR	+	5.75%	11.08%	10/2/2028		2,083,491		1,945,325			2,083,491
SCP WQS Buyer, LLC (f)(h)	Revolving Credit Facility	SOFR	+	5.75%	11.08%	10/2/2028		560,000		492,648			560,000
USW Buyer, LLC (h)(k)	Term Loan	SOFR	+	6.25%	11.68%	11/3/2028		15,760,000		15,511,172			15,003,520
USW Buyer, LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.25%	11.68%	11/3/2028		14,892,125		14,665,569			14,177,303
USW Buyer, LLC (f)(h)	Revolving Credit Facility	SOFR	+	6.25%	11.68%	11/3/2028		3,030,000		2,956,038			2,790,000
										65,270,185			64,811,276		9.07%
Trading Companies & Distributors
All States AG Parts LLC (h)(k)	Term Loan	SOFR	+	6.00%	11.60%	9/1/2026		24,622,831		24,224,148			24,253,488
Belt Power Holdings LLC (h)(k)	Term Loan	SOFR	+	6.00%	11.48%	8/22/2028		29,223,077		28,780,097			29,164,631
Belt Power Holdings LLC (h)(k)	Delayed Draw Term Loan	SOFR	+	6.00%	11.48%	8/22/2028		6,779,829		6,705,544			6,766,269
Belt Power Holdings LLC (f)(h)	Revolving Credit Facility		-		-	8/22/2028		-		(48,749	)		(6,838	)
										59,661,040			60,177,550		8.43%
Total First Lien Debt										1,350,511,795			1,352,296,797		189.38%

The accompanying notes are an integral part of these consolidated financial statements

10

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)		Fair Value (e)		Percentage of Net Assets
Second Lien Debt
Air Freight & Logistics
Echo Global Logistics Inc (j)(k)	Term Loan	SOFR	+	8.00%	13.44%	11/23/2029		10,000,000	$	9,695,107	$	10,000,000
										9,695,107		10,000,000	1.40%
Total Second Lien Debt										9,695,107		10,000,000	1.40%
Equity
Air Freight & Logistics
REP RO Coinvest IV-A, L.P. (l)(n)	Equity Units							800,000		800,000		624,000
										800,000		624,000	0.09%
Building Products
Copperweld Investor, LLC (n)	Class A Common Units							600,000		1,500,000		1,026,000
										1,500,000		1,026,000	0.14%
Diversified Support Services
Air Control Concepts Holdings, L.P (l)(n)	Class A-1 Units							67,430		674,296		2,325,646
KLC Fund 1022-CI-A LP (l)(n)	Equity Interest									750,000		769,950
										1,424,296		3,095,596	0.44%
Electronic Components
APCT Parent, L.P. (n)	Class A Units							1,500		1,500,000		1,122,660
										1,500,000		1,122,660	0.16%
Food Distributors
MFI Group Holdings LLC (n)	Class A Units							16		16,393		16,393
										16,393		16,393	0.00%
Health Care Services
Personal Care (ITC) Holdings, LLC (n)	Class A Units							187,961		1,879,621		2,340,114
Tiger Healthcare Holdings, LLC (n)	Class A Interest							97,500		125,000		109,200
VIP Medical Holdings (n)	Class A Units							1,000,000		10		10
VIP Medical Holdings (n)	Series A Preferred Units							1,000,000		1,000,000		1,120,000
										3,004,631		3,569,324	0.51%
Human Resource & Employment Services
FCA Partners LLC (l)(n)	Common Units							839,085		4		8
FCA Partners LLC (l)(n)	Class A Preferred Units							839,085		839,085		520,233
										839,089		520,241	0.07%

The accompanying notes are an integral part of these consolidated financial statements

11

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

June 30, 2024

(unaudited)

Investments (a)	Type	Reference Rate and Spread (b)	Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)		Fair Value (e)		Percentage of Net Assets
Industrial Machinery & Supplies & Components
Double E Equity, L.P. (l)(n)	Class A Common Units					1,000	$	1,000,000	$	158,800
Double E Equity, L.P. (l)(n)	Class A Preferred Units					18		17,500		18,143
Endurance PT Technology Holdings LLC (n)	Common Units					177		17,722		30,652
Endurance PT Technology Holdings LLC (n)	Preferred Units					159		159,499		163,206
Lake Air Products Aggregator LLC (l)(n)	Common Units					1,000,000		1,000,000		1,180,000
MoboTrex Ultimate Holdings, LLC (n)	Class A-2 Units					34,965		34,965		34,965
								2,229,686		1,585,766	0.21%
Life Sciences Tools & Services
WCI-BXC Investment Holdings LP (l)(n)	Equity Interest							608,645		608,108
								608,645		608,108	0.09%
Packaged Foods & Meats
CCI Prime Holdings, LLC (n)	Series A Preferred Units					92		92,025		95,414
								92,025		95,414	0.01%
Paper & Plastic Packaging Products & Materials
Bron Holdings, LLC (n)	Class A Units					1,000		1,000,000		1,171,080
								1,000,000		1,171,080	0.16%
Specialized Consumer Services
Cop Foundations Investment, LLC (n)	Class A Units					119,048		119,048		123,810
Mustang Prospects Holdco, LLC (n)	Class A Units					950		949,737		1,067,495
Mustang Prospects Holdco, LLC (n)	Class B Units					949,765		9		579,357
Quick Roofing Topco, LLC (n)	Class A Interest					327,869		327,869		445,902
USW Holdings, LLC (n)	Class A-1 Units					627		651,026		461,883
								2,047,689		2,678,447	0.37%
Trading Companies & Distributors
Belt Power Parent, LLC (n)	Class A Units					1,000,000		1,000,000		1,420,000
								1,000,000		1,420,000	0.20%
Total Equity								16,062,454		17,533,029	2.45%
Money Market Mutual Funds
Mutual Funds
State Street Institutional Treasury Plus Money Market Fund - 5.17% (g)(m)	Investor Class Units					7,815,755		7,815,755		7,815,756
State Street Institutional U.S. Government Money Market Fund - 5.00% (g)(m)	Administration Class Units					50,666,612		50,666,612		50,666,612
								58,482,367		58,482,368	8.19%
Total Money Market Mutual Funds								58,482,367		58,482,368	8.19%
Total Investments -- non-controlled/ non-affiliate								1,434,751,723		1,438,312,194	201.42%
Total Investment Portfolio							$	1,434,751,723	$	1,438,312,194	201.42%

(a)

All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted.

The accompanying notes are an integral part of these consolidated financial statements

12

(b)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to Secured Overnight Funds Rate (SOFR) which resets monthly, quarterly, or semi-annually. For each loan, the Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2024.

(c)

The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments.

(d)

All debt investments are shown at amortized cost. All equity investments are shown at identified cost.

(e)

Unless otherwise indicated, investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Fair Value Committee (see Note 2 and Note 6), pursuant to the Fund’s valuation policy.

(f)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. Negative fair value is the result of the unfunded commitment being valued below par and/or the capitalized discount on the loan. The unfunded loan commitment may be subject to a commitment termination date and may expire prior to the maturity date stated. See Notes to Financial Statements for more information on the Fund's unfunded commitments.

(g)

These investments were not valued using unobservable inputs and are not considered Level 3 investments.

(h)

The interest rate floor on these investments as of June 30, 2024 was 1.00%.

(i)

The interest rate floor on these investments as of June 30, 2024 was 0.75%.

(j)

The interest rate floor on these investments as of June 30, 2024 was 0.50%.

(k)

Security or portion of the security is pledged as collateral for Fidelity Direct Lending Fund I JSPV LLC Facility.

(l)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of June 30, 2024, non-qualifying assets amounted to $7,030,759 which represents 0.5% of total assets as calculated in accordance with regulatory requirements.

(m)

The rate quoted is the annualized seven-day yield of the fund at period end.

(n)

Restricted securities (including private placements) – Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $17,533,029 or 2.5% of net assets.

Additional information on each restricted holding is as follows:

Investment	Type	Acquisition Date	Acquisition Cost ($)
Air Control Concepts Holdings, L.P	Class A-1 Units	4/11/2023		674,296
APCT Parent, L.P.	Class A Units	2/14/2023		1,500,000
Belt Power Parent, LLC	Class A Units	8/22/2022		1,000,000
Bron Holdings, LLC	Class A Units	1/13/2023		1,000,000
CCI Prime Holdings, LLC	Series A Preferred Units	10/18/2023		92,025
Cop Foundations Investment, LLC	Class A Units	5/6/2024		119,048
Copperweld Investor, LLC	Class A Common Units	12/15/2022		1,500,000
Double E Equity, L.P.	Class A Preferred Units	5/7/2024		17,500
Double E Equity, L.P.	Class A Common Units	6/21/2022		1,000,000
Endurance PT Technology Holdings LLC	Common Units	2/29/2024		16,304
Endurance PT Technology Holdings LLC	Preferred Units	2/29/2024		146,739
FCA Partners LLC	Common Units	4/17/2023		1
FCA Partners LLC	Class A Preferred Units	4/17/2023		500,000
KLC Fund 1022-CI-A LP	Equity Interest	12/1/2022		750,000
Lake Air Products Aggregator LLC	Common Units	1/9/2023		1,000,000
MFI Group Holdings LLC	Class A Units	4/30/2024		16,393
MoboTrex Ultimate Holdings, LLC	Class A-2 Units	6/7/2024		34,965
Mustang Prospects Holdco, LLC	Class B Units	12/15/2022 - 05/31/2023		9
Mustang Prospects Holdco, LLC	Class A Units	12/15/2022 - 05/31/2023		949,737
Personal Care (ITC) Holdings, LLC	Class A Units	02/14/2023 - 10/18/2023		1,879,621
Quick Roofing Topco, LLC	Class A Interest	12/22/2023		327,869
REP RO Coinvest IV-A, L.P.	Equity Units	12/29/2022		800,000
Tiger Healthcare Holdings, LLC	Class A Interest	2/27/2024		125,000
USW Holdings, LLC	Class A-1 Units	11/03/2022 - 12/05/2023		651,026
VIP Medical Holdings	Class A Units	12/12/2022		10
VIP Medical Holdings	Series A Preferred Units	12/12/2022		1,000,000
WCI-BXC Investment Holdings LP	Equity Interest	11/6/2023		608,108

The accompanying notes are an integral part of these consolidated financial statements

13

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Investments -- non-controlled/ non-affiliate
First Lien Debt
Aerospace & Defense
Cadence - Southwick, Inc. (i)(l)	Term Loan	SOFR	+	6.75%	12.24%	5/3/2029		8,352,515	$	8,121,298		$	8,344,163
Cadence - Southwick, Inc. (f)(i)	Revolving Credit Facility	SOFR	+	6.75%	12.26%	5/3/2028		911,475		821,881			908,057
										8,943,179			9,252,220		1.37%
Air Freight & Logistics
Echo Global Logistics Inc (k)(l)	Term Loan	SOFR	+	4.75%	10.20%	11/23/2028		15,405,000		14,932,105			15,405,000
Omni Intermediate Holdings, LLC (i)(l)	Term Loan	SOFR	+	5.00%	10.54%	12/30/2026		27,278,848		27,021,061			26,090,236
Omni Intermediate Holdings, LLC (f)(i)	Delayed Draw Term Loan		-		-	12/30/2026		-		(5,973	)		(204,969	)
R1 Holdings Merger Sub, LLC (i)(l)	Term Loan	SOFR	+	6.25%	11.72%	12/29/2028		21,913,650		21,336,855			21,913,650
R1 Holdings Merger Sub, LLC (f)(i)	Delayed Draw Term Loan	SOFR	+	6.25%	11.65%	12/29/2028		2,499,489		2,378,571			2,499,489
R1 Holdings Merger Sub, LLC (f)(i)	Revolving Credit Facility	SOFR	+	6.25%	11.72%	12/29/2028		330,317		193,025			330,317
STG Logistics Inc (j)(l)	Term Loan	SOFR	+	6.00%	11.50%	3/24/2028		41,764,000		41,242,895			39,049,340
										107,098,539			105,083,063		15.56%
Application Software
ACP Avenu Buyer, LLC (i)(l)	Term Loan	SOFR	+	6.25%	11.64%	10/2/2029		18,750,000		18,249,051			18,506,250
ACP Avenu Buyer, LLC (f)(i)	Revolving Credit Facility		-		-	10/2/2029		-		(172,529	)		(84,964	)
ACP Avenu Buyer, LLC (f)(i)	Delayed Draw Term Loan		-		-	10/2/2029		-		(62,244	)		(61,286	)
ACP Falcon Buyer, Inc. (i)(l)	Term Loan	SOFR	+	6.50%	11.85%	8/1/2029		23,776,445		23,097,577			23,443,575
ACP Falcon Buyer, Inc. (f)(i)	Revolving Credit Facility		-		-	8/1/2029		-		(181,779	)		(91,000	)
Atlas AU Bidco Pty Ltd / Atlas US Finco, Inc. (i)(l)	Term Loan	SOFR	+	7.25%	12.61%	12/9/2029		31,471,935		30,623,051			31,471,935
Atlas AU Bidco Pty Ltd / Atlas US Finco, Inc. (f)(i)	Revolving Credit Facility		-		-	12/9/2028		-		(84,134	)		-
Finastra USA Inc (f)(i)	Revolving Credit Facility	SOFR	+	7.25%	12.61%	9/13/2029		2,064,677		1,915,754			2,002,271
Lightspeed Solutions, LLC (j)(l)	Term Loan	SOFR	+	6.50%	11.86%	3/1/2028		19,703,272		19,371,185			19,112,174
Lightspeed Solutions, LLC (f)(j)	Delayed Draw Term Loan	SOFR	+	6.50%	11.86%	3/1/2028		1,056,774		1,049,486			873,242
Prism Parent Co Inc. (f)(j)	Delayed Draw Term Loan		-		-	9/19/2028		-		(73,315	)		(92,593	)
Prism Parent Co Inc. (j)(l)	Term Loan	SOFR	+	5.75%	11.11%	9/19/2028		31,440,907		30,914,795			31,126,498
										124,646,898			126,206,102		18.70%

The accompanying notes are an integral part of these consolidated financial statements

14

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Automotive Parts & Equipment
American Trailer Rental Group, LLC (i)(l)	Term Loan	SOFR	+	5.50%	11.00%	6/1/2027		15,680,000	$	15,349,375		$	15,272,320
American Trailer Rental Group, LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	5.50%	11.00%	6/1/2027		14,820,975		14,820,975			14,435,630
American Trailer Rental Group, LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	5.75%	11.21%	6/1/2027		19,390,875		18,911,599			19,022,448
Arrowhead Holdco Company (j)(l)	Term Loan	SOFR	+	4.50%	10.05%	8/31/2028		24,859,459		24,416,572			20,881,946
Arrowhead Holdco Company (j)(l)	Delayed Draw Term Loan	SOFR	+	4.50%	10.05%	8/31/2028		2,270,270		2,270,270			1,907,027
										75,768,791			71,519,371		10.59%
Building Products
Copperweld Group, Inc. (i)(l)	Term Loan	SOFR	+	6.00%	11.61%	3/31/2026		38,131,371		36,986,198			37,940,714
Copperweld Group, Inc. (f)(i)	Revolving Credit Facility	SOFR	+	6.00%	11.64%	3/31/2026		3,553,299		3,406,502			3,527,919
										40,392,700			41,468,633		6.14%
Commodity Chemicals
Soteria Flexibles Corporation (f)(i)	Delayed Draw Term Loan		-		-	8/15/2029		-		(85,507	)		(102,019	)
Soteria Flexibles Corporation (i)(l)	Term Loan	SOFR	+	5.75%	11.10%	8/15/2029		15,419,786		15,051,614			15,203,909
Soteria Flexibles Corporation (f)(i)	Revolving Credit Facility		-		-	8/15/2029		-		(138,562	)		(82,704	)
										14,827,545			15,019,186		2.22%
Data Processing & Outsourced Services
VRC Companies LLC (i)(l)	Term Loan	SOFR	+	5.75%	11.12%	6/29/2027		15,647,699		15,254,879			15,569,461
VRC Companies LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	5.75%	11.13%	6/29/2027		18,999,428		18,999,428			18,904,431
										34,254,307			34,473,892		5.11%

The accompanying notes are an integral part of these consolidated financial statements

15

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Diversified Support Services
Hobbs & Associates Inc (i)(l)	Term Loan	SOFR	+	6.50%	12.00%	4/11/2029		3,119,347	$	3,045,403		$	3,119,347
Hobbs & Associates Inc (f)(i)	Delayed Draw Term Loan	SOFR	+	6.50%	11.86%	4/11/2029		5,399,050		5,256,037			5,399,050
Hobbs & Associates, LLC (i)(l)	Term Loan	SOFR	+	6.50%	11.95%	4/11/2029		22,042,475		21,437,483			22,042,475
Hobbs & Associates, LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	6.50%	11.95%	4/11/2029		24,944,996		24,268,892			24,944,996
MRI Acquisitions, Inc (i)(l)	Term Loan	SOFR	+	6.25%	11.75%	12/30/2025		35,372,250		34,891,502			34,381,827
MRI Acquisitions, Inc (f)(i)	Delayed Draw Term Loan		-		-	12/30/2025		-		(64,302	)		(280,000	)
MRI Acquisitions, Inc (f)(i)	Revolving Credit Facility	SOFR	+	6.25%	11.81%	12/30/2025		333,333		301,041			263,333
Ruppert Landscape, LLC (j)(l)	Term Loan	SOFR	+	6.00%	11.68%	12/1/2028		24,117,629		23,498,168			23,779,982
Ruppert Landscape, LLC (j)(l)	Delayed Draw Term Loan	SOFR	+	6.00%	11.50%	12/1/2028		6,295,652		6,102,579			6,207,513
Ruppert Landscape, LLC (f)(j)	Revolving Credit Facility	SOFR	+	6.00%	11.45%	12/1/2028		1,795,652		1,686,226			1,734,783
										120,423,029			121,593,306		18.02%
Electronic Components
AEP Passion Intermediate Holdings, Inc. (i)(l)	Term Loan	SOFR	+	6.50%	12.04%	10/5/2027		24,628,856		23,999,113			24,259,423
AEP Passion Intermediate Holdings, Inc. (f)(i)	Delayed Draw Term Loan	SOFR	+	6.50%	11.96%	10/5/2027		76,451		(7,271	)		25,233
AEP Passion Intermediate Holdings, Inc. (f)(i)	Revolving Credit Facility	SOFR	+	6.50%	11.96%	10/5/2027		1,152,533		1,110,166			1,126,921
										25,102,008			25,411,577		3.76%
Environmental & Facilities Services
Pavement Partners Interco, LLC (i)(l)	Term Loan	SOFR	+	6.75%	12.27%	2/7/2028		40,148,869		39,108,632			39,827,678
Pavement Partners Interco, LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	6.75%	12.42%	2/7/2028		5,750,000		5,597,693			5,704,000
Pavement Partners Interco, LLC (f)(i)	Revolving Credit Facility		-		-	2/7/2028		-		(95,425	)		(30,151	)
USA Water Intermediate Holdings, LLC (i)(l)	Term Loan	SOFR	+	6.25%	11.71%	1/27/2028		32,967,000		32,261,269			32,967,000
USA Water Intermediate Holdings, LLC (f)(i)	Delayed Draw Term Loan	SOFR	+	6.25%	11.71%	1/27/2028		420,000		297,016			420,000
USA Water Intermediate Holdings, LLC (f)(i)	Revolving Credit Facility		-		-	1/27/2028		-		(92,001	)		-
										77,077,184			78,888,527		11.68%

The accompanying notes are an integral part of these consolidated financial statements

16

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Health Care Facilities
Infusion Services Management, LLC (i)(l)	Term Loan	SOFR	+	6.50%	11.98%	7/7/2028		18,995,691	$	18,466,912		$	18,805,734
Infusion Services Management, LLC (f)(i)	Delayed Draw Term Loan		-		-	7/7/2028		-		(192,891	)		(70,950	)
Infusion Services Management, LLC (f)(i)	Revolving Credit Facility	SOFR	+	6.50%	12.00%	7/7/2028		1,541,085		1,498,067			1,525,597
										19,772,088			20,260,381		3.01%
Health Care Services
AB Centers Acquisition Corporation (j)(l)	Term Loan	SOFR	+	6.00%	11.46%	9/6/2028		36,518,637		35,623,834			36,518,637
AB Centers Acquisition Corporation (f)(j)	Revolving Credit Facility		-		-	9/6/2028		-		(73,582	)		-
CareRing Health, LLC (f)(j)	Delayed Draw Term Loan	SOFR	+	6.00%	11.39%	5/4/2028		1,931,034		1,931,034			1,622,069
CareRing Health, LLC (j)(l)	Term Loan	SOFR	+	6.00%	11.50%	5/4/2028		28,531,034		27,999,174			27,732,166
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc. (i)(l)	Term Loan	SOFR	+	6.50%	11.97%	1/3/2029		38,414,713		37,573,679			38,184,224
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc. (i)(l)	Delayed Draw Term Loan	SOFR	+	6.50%	11.95%	1/3/2029		9,045,455		8,849,116			8,991,182
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc. (f)(i)	Revolving Credit Facility		-		-	1/3/2029		-		(57,165	)		(16,364	)
Houseworks Holdings, LLC (i)(l)	Term Loan	SOFR	+	6.50%	11.93%	12/16/2028		6,682,500		6,507,190			6,642,405
Houseworks Holdings, LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	6.50%	11.93%	12/16/2028		24,812,500		24,169,910			24,663,625
Houseworks Holdings, LLC (f)(i)	Revolving Credit Facility		-		-	12/16/2028		-		(143,241	)		(33,541	)
Houseworks Holdings, LLC (i)(l)	Term Loan	SOFR	+	6.50%	11.93%	12/16/2028		44,076,764		42,867,173			43,812,303
Integrated Oncology Network LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	6.00%	11.54%	6/24/2025		3,144,529		3,144,528			3,069,060
Integrated Oncology Network LLC (i)	Revolving Credit Facility	SOFR	+	6.00%	11.54%	6/24/2025		571,498		571,498			557,782
Integrated Oncology Network LLC (i)(l)	Term Loan	SOFR	+	6.00%	11.54%	6/24/2025		13,825,190		13,673,813			13,493,385
VIP Medical US Buyer, LLC (i)(l)	Term Loan	SOFR	+	5.50%	10.96%	12/12/2028		34,041,150		33,450,118			33,700,739
VIP Medical US Buyer, LLC (f)(i)	Revolving Credit Facility	SOFR	+	5.50%	10.96%	12/12/2028		3,500,000		3,375,676			3,425,000
VIP Medical US Buyer, LLC (f)(i)	Delayed Draw Term Loan	SOFR	+	5.50%	10.96%	12/12/2028		2,000,000		1,833,944			1,900,000
										241,296,699			244,262,672		36.18%

The accompanying notes are an integral part of these consolidated financial statements

17

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Human Resource & Employment Services
Future Care Associates LLC (i)(l)	Term Loan	SOFR	+	6.75%	12.25%	1/27/2029		29,700,000	$	29,041,010		$	29,492,100
Future Care Associates LLC (f)(i)	Delayed Draw Term Loan	SOFR	+	6.75%	12.25%	1/27/2029		15,920,000		15,378,863			15,745,560
Future Care Associates LLC (f)(i)	Revolving Credit Facility		-		-	1/27/2029		-		(105,831	)		(35,000	)
										44,314,042			45,202,660		6.69%
Industrial Machinery & Supplies & Components
Astro Acquisition LLC (i)(l)	Term Loan	SOFR	+	5.50%	11.11%	12/13/2027		49,000,000		48,504,537			49,000,000
Astro Acquisition LLC (f)(i)	Revolving Credit Facility	SOFR	+	5.50%	11.15%	12/13/2027		1,598,317		1,598,317			1,598,317
Double E Company, LLC (i)(l)	Term Loan	SOFR	+	6.00%	11.50%	6/21/2028		15,621,145		15,463,147			14,059,031
Double E Company, LLC (f)(i)	Revolving Credit Facility	SOFR	+	6.00%	11.46%	6/21/2028		2,264,317		2,264,317			2,026,432
Double E Company, LLC (f)(i)	Delayed Draw Term Loan		-		-	6/21/2028		-		-			(176,211	)
Lake Air Products, LLC (i)(l)	Term Loan	SOFR	+	6.75%	12.25%	1/9/2029		39,064,800		38,201,576			38,361,634
Lake Air Products, LLC (f)(i)	Revolving Credit Facility		-		-	1/9/2029		-		(126,495	)		(108,000	)
										105,905,399			104,761,203		15.51%
Insurance Brokers
Alera Group, Inc. (j)(l)	Term Loan	SOFR	+	6.50%	11.96%	9/30/2028		4,937,500		4,854,962			4,937,500
Alera Group, Inc. (f)(j)(l)	Delayed Draw Term Loan	SOFR	+	6.50%	11.96%	9/30/2028		8,629,375		8,467,546			8,629,375
										13,322,508			13,566,875		2.01%
Life Sciences Tools & Services
WCI-BXC Purchaser, LLC (f)(j)	Revolving Credit Facility		-		-	11/6/2029		-		(144,695	)		(89,038	)
WCI-BXC Purchaser, LLC (j)(l)	Term Loan	SOFR	+	6.25%	11.64%	11/6/2030		23,455,994		22,877,896			23,104,155
										22,733,201			23,015,117		3.41%
Packaged Foods & Meats
CCI Prime, LLC (i)(l)	Term Loan	SOFR	+	6.00%	11.35%	10/18/2029		978,528		954,649			955,043
CCI Prime, LLC (f)(i)	Delayed Draw Term Loan		-		-	10/18/2029		-		(10,383	)		(10,307	)
CCI Prime, LLC (f)(i)	Revolving Credit Facility		-		-	10/18/2029		-		(84,575	)		(84,000	)
										859,691			860,736		0.13%

The accompanying notes are an integral part of these consolidated financial statements

18

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)			Fair Value (e)			Percentage of Net Assets
Paper & Plastic Packaging Products & Materials
Bron Buyer, LLC (i)(l)	Term Loan	SOFR	+	6.75%	12.20%	1/13/2029		32,752,500	$	32,028,332		$	32,424,975
Bron Buyer, LLC (f)(i)	Delayed Draw Term Loan		-		-	1/13/2029		-		(105,472	)		(100,000	)
Bron Buyer, LLC (f)(i)	Revolving Credit Facility		-		-	1/13/2029		-		(105,402	)		(50,000	)
										31,817,458			32,274,975		4.78%
Pharmaceuticals
Alcami Corporation (i)(l)	Term Loan	SOFR	+	7.00%	12.46%	12/21/2028		44,617,808		42,556,331			44,617,808
Alcami Corporation (f)(i)	Delayed Draw Term Loan		-		-	12/21/2028		-		(202,282	)		-
Alcami Corporation (f)(i)	Revolving Credit Facility		-		-	12/21/2028		-		(321,903	)		-
										42,032,146			44,617,808		6.61%
Soft Drinks & Non-alcoholic Beverages
Refresh Buyer LLC (f)(j)	Revolving Credit Facility	SOFR	+	4.25%	4.25%	12/23/2027		184,049		184,049			15,337
Refresh Buyer LLC (j)(l)	Term Loan	SOFR	+	4.25%	9.60%	12/23/2028		14,466,258		14,332,162			13,670,613
Refresh Buyer LLC (j)(l)	Delayed Draw Term Loan	SOFR	+	4.25%	9.60%	12/23/2028		2,180,982		2,180,982			2,061,028
Refresh Buyer LLC (j)(l)	Term Loan	SOFR	+	5.25%	10.60%	12/23/2028		34,680,745		34,084,357			34,091,173
Refresh Buyer LLC (j)(l)	Delayed Draw Term Loan	SOFR	+	5.25%	10.60%	12/23/2028		4,968,944		4,887,128			4,884,472
										55,668,678			54,722,623		8.11%
Specialized Consumer Services
Quick Roofing Acquisition, LLC (i)(l)	Term Loan	SOFR	+	5.75%	11.21%	12/22/2029		8,196,721		7,992,453			7,991,803
Quick Roofing Acquisition, LLC (f)(i)	Revolving Credit Facility		-		-	12/22/2029		-		(211,554	)		(212,500	)
Quick Roofing Acquisition, LLC (f)(i)	Delayed Draw Term Loan		-		-	12/22/2029		-		(74,059	)		(74,385	)
SCP WQS Buyer, LLC (i)(l)	Term Loan	SOFR	+	5.75%	11.10%	10/2/2028		4,361,702		4,267,200			4,283,191
SCP WQS Buyer, LLC (f)(i)	Delayed Draw Term Loan	SOFR	+	5.75%	11.10%	10/2/2028		1,274,696		1,121,593			1,146,207
SCP WQS Buyer, LLC (f)(i)	Revolving Credit Facility		-		-	10/2/2028		-		(74,943	)		(63,000	)
Senske Lawn and Tree Care, LLC (j)(l)	Term Loan	SOFR	+	5.25%	10.60%	12/15/2028		13,167,000		12,880,946			13,087,998
Senske Lawn and Tree Care, LLC (j)(l)	Delayed Draw Term Loan	SOFR	+	5.25%	10.60%	12/15/2028		4,466,250		4,369,751			4,439,453
Senske Lawn and Tree Care, LLC (f)(j)	Revolving Credit Facility	SOFR	+	5.25%	10.61%	12/15/2028		1,000,000		922,205			977,500
Senske Lawn and Tree Care, LLC (j)(l)	Delayed Draw Term Loan	SOFR	+	5.25%	10.60%	12/15/2028		4,470,000		4,373,807			4,443,180
USW Buyer, LLC (i)(l)	Term Loan	SOFR	+	6.25%	11.82%	11/3/2028		15,840,000		15,568,610			15,491,520
USW Buyer, LLC (i)(l)	Delayed Draw Term Loan	SOFR	+	6.25%	11.83%	11/3/2028		14,967,125		14,720,012			14,637,848
USW Buyer, LLC (f)(i)	Revolving Credit Facility	SOFR	+	6.25%	11.73%	11/3/2028		2,000,000		1,918,567			1,890,000
										67,774,588			68,038,815		10.07%

The accompanying notes are an integral part of these consolidated financial statements

19

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)			Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)		Fair Value (e)		Percentage of Net Assets
Trading Companies & Distributors
All States AG Parts LLC (i)(l)	Term Loan	SOFR	+	6.00%	11.61%	9/1/2026		24,748,915	$	24,269,886	$	23,932,201
Belt Power Holdings LLC (i)(l)	Term Loan	SOFR	+	5.50%	11.00%	8/22/2028		29,371,795		28,885,850		29,254,308
Belt Power Holdings LLC (f)(i)	Delayed Draw Term Loan	SOFR	+	5.50%	11.00%	8/22/2028		4,271,453		4,211,625		4,244,248
Belt Power Holdings LLC (f)(i)	Revolving Credit Facility	SOFR	+	5.50%	11.00%	8/22/2028		1,391,453		1,337,536		1,377,778
										58,704,897		58,808,535	8.71%
Total First Lien Debt										1,332,735,575		1,339,308,277	198.37%
Second Lien Debt
Air Freight & Logistics
Echo Global Logistics Inc (k)(l)	Term Loan	SOFR	+	8.00%	13.48%	11/23/2029		10,000,000		9,676,838		10,000,000
										9,676,838		10,000,000	1.48%
Total Second Lien Debt										9,676,838		10,000,000	1.48%
Equity
Air Freight & Logistics
REP RO Coinvest IV-A, L.P. (m)(o)	Equity Units							800,000		800,000		856,000
										800,000		856,000	0.13%
Building Products
Copperweld Investor, LLC (o)	Class A Common Units							600,000		1,500,000		1,314,000
										1,500,000		1,314,000	0.19%
Diversified Support Services
Air Control Concepts Holdings, L.P (m)(o)	Class A-1 Units							67,430		674,296		1,345,220
KLC Fund 1022-CI-A LP (m)(o)	Equity Interest									750,000		528,150
										1,424,296		1,873,370	0.28%

The accompanying notes are an integral part of these consolidated financial statements

20

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)	Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)		Fair Value (e)		Percentage of Net Assets
Electronic Components
APCT Parent, L.P. (o)	Class A Units					1,500	$	1,500,000	$	1,589,760
								1,500,000		1,589,760	0.24%
Health Care Services
Personal Care (ITC) Holdings, LLC (o)	Class A Units					187,961		1,879,621		2,217,940
VIP Medical Holdings (o)	Class A Units					1,000,000		10		160,000
VIP Medical Holdings (o)	Series A Preferred Units					1,000,000		1,000,000		1,130,000
								2,879,631		3,507,940	0.52%
Human Resource & Employment Services
FCA Partners LLC (m)(o)	Common Units					500,000		1		5
FCA Partners LLC (m)(o)	Class A Preferred Units					500,000		500,000		270,000
								500,001		270,005	0.04%
Industrial Machinery & Supplies & Components
Double E Equity, L.P. (m)(o)	Class A Common Units					1,000		1,000,000		451,360
Lake Air Products Aggregator LLC (m)(o)	Common Units					1,000,000		1,000,000		1,200,000
								2,000,000		1,651,360	0.25%
Life Sciences Tools & Services
WCI-BXC Investment Holdings LP (m)(o)	Equity Interest							608,108		614,189
								608,108		614,189	0.09%
Packaged Foods & Meats
CCI Prime Holdings, LLC (o)	Series A Preferred Units					92		92,025		93,684
								92,025		93,684	0.01%
Paper & Plastic Packaging Products & Materials
Bron Holdings, LLC (o)	Class A Units					1,000		1,000,000		1,188,410
								1,000,000		1,188,410	0.18%

The accompanying notes are an integral part of these consolidated financial statements

21

Fidelity Private Credit Company LLC

Consolidated Schedule of Investments

December 31, 2023

Investments (a)	Type	Reference Rate and Spread (b)	Interest Rate (b)	Maturity Date	Par Amount/ Units (c)		Cost (d)		Fair Value (e)		Percentage of Net Assets
Specialized Consumer Services
Mustang Prospects Holdco, LLC (o)	Class A Units					950	$	949,737	$	1,026,238
Mustang Prospects Holdco, LLC (o)	Class B Units					949,765		9		436,892
Quick Roofing Topco, LLC (m)(o)	Class A Interest					327,869		327,869		327,869
USW Holdings, LLC (o)	Class A-1 Units					627		651,026		519,000
								1,928,641		2,309,999	0.34%
Trading Companies & Distributors
Belt Power Parent, LLC (o)	Class A Units					1,000,000		1,000,000		1,280,000
								1,000,000		1,280,000	0.19%
Total Equity								15,232,702		16,548,717	2.46%
Money Market Mutual Funds
Mutual Funds
State Street Institutional Treasury Plus Money Market Fund - Investor Class, 5.23% (h)(n)	Mutual Fund					13,807,906		13,807,906		13,807,906
								13,807,906		13,807,906	2.05%
Total Money Market Mutual Funds								13,807,906		13,807,906	2.05%
Total Investments -- non-controlled/ non-affiliate							$	1,371,453,021	$	1,379,664,900	204.36%

(a)

All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted.

(b)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to Secured Overnight Funds Rate (SOFR) which resets daily, monthly, quarterly or semi-annually. For each loan, the Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023.

(c)

The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments.

(d)

All debt investments are shown at amortized cost. All equity investments are shown at identified cost.

(e)

Unless otherwise indicated, these investments were valued using unobservable inputs and are considered Level 3 investments.

(f)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See Notes to Consolidated Financial Statements for more information on the Fund's unfunded commitments.

(g)

Tickmark not used.

(h)

These investments were not valued using unobservable inputs and are not considered Level 3 investments.

(i)

The interest rate floor on these investments as of December 31, 2023 was 1.00%.

(j)

The interest rate floor on these investments as of December 31, 2023 was 0.75%.

(k)

The interest rate floor on these investments as of December 31, 2023 was 0.50%.

(l)

Security or portion of the security is pledged as collateral for Fidelity Direct Lending Fund I JSPV LLC Facility.

(m)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of December 31, 2023, non-qualifying assets represented 0.4% of total assets as calculated in accordance with regulatory requirements.

(n)

The rate quoted is the annualized seven-day yield of the Fund at period end.

(o)

Restricted securities (including private placements) – Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $16,548,717 or 2.5% of net assets.

The accompanying notes are an integral part of these consolidated financial statements

22

Additional information on each restricted holding is as follows:

Investment	Type	Acquisition Date	Acquisition Cost ($)
Air Control Concepts Holdings, L.P	Class A-1 Units	4/11/2023		674,296
APCT Parent, L.P.	Class A Units	2/14/2023		1,500,000
Belt Power Parent, LLC	Class A Units	8/22/2022		1,000,000
Bron Holdings, LLC	Class A Units	1/13/2023		1,000,000
CCI Prime Holdings, LLC	Series A Preferred Units	10/18/2023		92,025
Copperweld Investor, LLC	Class A Common Units	12/15/2022		1,500,000
Double E Equity, L.P.	Class A Common Units	6/21/2022		1,000,000
FCA Partners LLC	Common Units	4/17/2023		1
FCA Partners LLC	Class A Preferred Units	4/17/2023		500,000
KLC Fund 1022-CI-A LP	Equity Interest	12/1/2022		750,000
Lake Air Products Aggregator LLC	Common Units	1/9/2023		1,000,000
Mustang Prospects Holdco, LLC	Class A Units	12/15/2022 - 05/31/2023		949,737
Mustang Prospects Holdco, LLC	Class B Units	12/15/2022 - 05/31/2023		9
Personal Care (ITC) Holdings, LLC	Class A Units	02/14/2023 - 10/18/2023		1,879,621
Quick Roofing Topco, LLC	Class A Interest	12/22/2023		327,869
REP RO Coinvest IV-A, L.P.	Equity Units	12/29/2022		800,000
USW Holdings, LLC	Class A-1 Units	11/03/2022 - 12/05/2023		651,026
VIP Medical Holdings	Class A Units	12/12/2022		10
VIP Medical Holdings	Series A Preferred Units	12/12/2022		1,000,000
WCI-BXC Investment Holdings LP	Equity Interest	11/6/2023		608,108

The accompanying notes are an integral part of these consolidated financial statements

23

Fidelity Private Credit Company LLC

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Organization

Fidelity Private Credit Company LLC (formerly Fidelity Private Credit Central Fund LLC) (the “Fund”) is a non-diversified, closed-end management investment company. The Fund was formed on September 16, 2021, as a Delaware limited partnership named Fidelity Direct Lending Fund L.P. and elected, on January 31, 2023, to amend its legal structure to a Delaware limited liability company, adopt a fiscal year end of December 31 and was renamed Fidelity Private Credit Central Fund LLC. On March 11, 2024, the Fund was renamed Fidelity Private Credit Company LLC. The Fund has entered into an Investment Advisory Agreement with Fidelity Diversifying Solutions LLC (“FDS” or the “Adviser”), a Delaware limited liability company. FDS is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and is an affiliate of FMR LLC (“FMR”) and its subsidiaries. Prior to May 10, 2023, FIAM LLC was the Adviser. Prior to January 31, 2023, FIAM Institutional Funds Manager, LLC (“FIAMIFM”), a Delaware limited liability company and a wholly owned subsidiary of FIAM Holdings Corp., was the general partner of the Fund (“General Partner”).

Effective January 31, 2023, the General Partner and the Limited Partners became unit holders of the Fund (“Unit Holder”) and the interests in the Limited Partnership were converted into Common Units of the Fund. Within these Consolidated Financial Statements and Notes to Consolidated Financial Statements, all references to Unit Holder and net assets prior to January 31, 2023 are referring to Partners and Partners’ Capital, respectively.

On June 1, 2023, the Fund elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund intends to elect to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for its taxable year ending December 31, 2023 and subsequent taxable years.

The Fund’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Fund seeks to achieve its investment objective by investing primarily in directly originated loans to private companies but also in liquid credit investments, like broadly syndicated loans, and other select private credit investments. The Fund generally seeks to invest in loans that carry variable (i.e., “floating”) interest rates. Under normal circumstances, the Fund will invest at least 80% of its total assets in private credit investments. Specific private investments may include: (a) directly originated first lien loans, senior secured revolving lines of credit, term loans and delayed draw term loans, (b) directly originated second lien, last out senior, secured or unsecured mezzanine term loans and delayed draw term loans, (c) club deals (investments generally comprised of a small group of lenders), and broadly syndicated leveraged loans (investments generally arranged or underwritten by investment banks or other intermediaries), and (d) other debt (collectively referred to as “Private Credit”). The Adviser may also invest to a lesser degree in equity linked instruments (may include debt with warrants, preferred equity investments, or equity co-investments). The Adviser and/or affiliates may lead and structure the transaction as sole-lender, as the agent of a club credit facility (a group of similar direct lenders that invest in the same tranches), or may participate as a non-agent investor in a large club or syndicated transactions. In order to provide liquidity for unit repurchases, the Fund intends to maintain an allocation to syndicated loans and other liquid investments.

Note 2. Significant Accounting Policies

The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 and pursuant to Regulation S-X. The functional currency is the U.S. Dollar and these consolidated financial statements have been prepared in that currency. These consolidated financial statements reflect all adjustments considered necessary for the fair presentation of consolidated financial statements for the period presented. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Fund’s consolidated financial position or the consolidated results of operations as previously reported.

24

Consolidation

The Fund will generally consolidate any wholly-owned, or substantially wholly-owned, subsidiary when the design and purpose of the subsidiary is to act as an extension of the Fund’s investment operations and to facilitate the execution of the Fund’s investment strategy. Accordingly, as of June 30, 2024 and December 31, 2023, the Fund consolidated the financial position and results of its wholly-owned subsidiaries in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Fund is an investment company, portfolio investments held by the Fund are not consolidated into the consolidated financial statements. The portfolio investments held by the Fund (including investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts may ultimately differ from those estimates and the differences could be material.

Income Taxes

The Fund was formerly classified as a partnership for U.S. federal income tax purposes. While the Fund was classified as a partnership no provisions for income taxes were recorded in the consolidated financial statements since the Fund was not subject to income tax. Tax obligations relating to the Fund’s activities were the responsibility of the Unit Holders.

Effective June 6, 2023, the Fund elected to be classified as a corporation for U.S. federal income tax purposes and the Fund intends to elect to be treated as a RIC under the Code for its taxable period starting June 6, 2023 and ended December 31, 2023 and all periods thereafter. So long as the Fund maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its Unit Holders as dividends. Rather, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund’s investors and would not be reflected in the consolidated financial statements of the Fund.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

The Fund estimates tax liabilities for certain of the Fund’s investments held through wholly-owned subsidiaries taxed as corporations which may be subject to federal and state taxes. The tax liability may differ materially depending on conditions when these investments earn income or are disposed. The estimated tax liability of $1,079,996 and $0 as of June 30, 2024, and December 31, 2023, respectively, is included in Other accounts payable and accrued liabilities in the consolidated statements of assets and liabilities. For the three and six months ended June 30, 2024, an increase in estimated tax liability of $1,079,996 is included in Net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations. For the three and six months ended June 30, 2023, there was no estimated tax liability.

The Fund files a U.S. federal income tax return, in addition to state and local tax returns as required. The Fund’s U.S. federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

To qualify for and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Fund must distribute to its Unit Holders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

In addition, based on the excise tax distribution requirements, the Fund will be subject to a 4% nondeductible U.S. federal excise tax on undistributed income unless the Fund distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax is considered to have been distributed.

25

For the three and six months ended June 30, 2024 and 2023, the Fund incurred no U.S. federal income taxes, including excise taxes. For all periods prior to June 6, 2023, the Fund was treated as a partnership for tax purposes and was not subject to U.S. federal income tax.

Deferred Financing Costs

The Fund records costs related to issuance of revolving credit facilities as deferred financing costs on the consolidated statements of assets and liabilities. These costs are deferred and amortized using the straight-line method through interest expense on the consolidated statements of operations over the life of the related credit facility.

Investment Valuation

The Fund values its investments, upon which its NAV is based, in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.

Pursuant to Rule 2a-5, the Fund’s Board of Directors (the “Board”) has designated the Adviser as the valuation designee responsible for valuing all of the Fund’s investments, including making fair valuation determinations as needed. The Adviser has established a fair value committee (the “Fair Value Committee”) to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund’s investments in good faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.

In accordance with the Adviser’s policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures, engages in oversight activities with respect to third-party pricing sources used and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment.

Investments that are not publicly traded or whose current market prices or quotations are not readily available are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser’s Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Fund’s loan investments the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.

The Fund has engaged an independent valuation firm to prepare month-end valuation recommendations for investments for which market quotations are not readily available as of the last calendar day of each month. The independent valuation firm undertakes a full analysis of the investments and provides estimated fair values for such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations. The Adviser’s Fair Value Committee reviews and approves each valuation recommendation and confirms it has been calculated in accordance with the Board-approved policies and procedures. The Fair Value Committee manages the Fund’s fair valuation practices and maintains the fair valuation policies and procedures. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Fund investments, at any time.

Investment Transactions

For financial reporting purposes, the Fund’s investment holdings and net assets include trades executed through the end of the last business day of the period. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method and is recorded within net realized gain (loss) on the consolidated statements of operations.

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Interest Income

Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Commitment fees, loan origination fees, original issue discount (“OID”) and market discount or premium are capitalized into the cost of the investment to which it applies and accreted into interest income. For the Fund’s investments in revolving credit facilities and delayed draw term loans, the cost basis of the investment is adjusted for any market discount or OID on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not fully funded may result in a negative cost and fair value until funded. Upon prepayment of a loan or debt instrument, any prepayment premium and any unamortized discount or premium are recognized through interest income.

Dividend Income

Dividend income earned on the Fund’s equity and mutual fund investments is recorded on the accrual basis to the extent that such amounts are payable and are expected to be collected. Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for mutual funds.

Fee Income

The Fund earns certain fees in connection with its direct lending underwriting activities. These fees are in addition to interest payments earned and may include amendment fees, consent fees and syndication fees. Certain fees such as structuring fees and syndication fees are recorded as other income when earned. Administrative agent fees received by the Fund are recorded as other income when received.

Non-Accrual Policy

Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured. As of June 30, 2024 and December 31, 2023, no loans in the portfolio were on non-accrual status.

Cash

Cash represents deposits maintained with the Fund’s custodian bank. At times, deposits may be in excess of federally insured limits. The Fund has not experienced any losses and does not believe it is exposed to any significant credit risk on such deposits.

Expenses

Expenses are recorded on the accrual basis. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Foreign Currency

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation/(depreciation) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is included in realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the consolidated statements of operations.

27

New Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, the amendments enhance required disclosures of segment information for public entities on an annual and interim basis. The ASU allows for early adoption with updates applied retrospectively. Management is currently evaluating the impact on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Effective for annual periods beginning after December 15, 2024 for public business entities (PBEs), and December 15, 2025 for entities other than PBEs, the amendment requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation for PBEs and income taxes paid for all entities. The ASU allows for early adoption and management can elect to apply the amendments on a prospective or retrospective basis. Management is currently evaluating the impact on the consolidated financial statements.

Note 3. Unit Holder Transactions

Effective January 31, 2023, the Fund has the authority to issue an unlimited number of units. Units have no par value. For the three and six months ended June 30, 2024, three months ended June 30, 2023, and for the period January 31, 2023 through June 30, 2023, unit transaction activity is as follows:

	For the three months ended June 30, 2024		For the three months ended June 30, 2023		For the six months ended June 30, 2024		For the period January 31, 2023 through June 30, 2023
	Units		Units		Units		Units
Units issued - initial conversion to unitized LLC		—		—		—		53,784,131
Units issued - contributions during the period		986,466		6,060,198		1,978,529		6,060,198
Distributions reinvested		869,416		1,438,475		1,304,662		2,710,207
Net increase (decrease)		1,855,882		7,498,673		3,283,191		62,554,536

As of the dates indicated, we had aggregate Capital Commitments and undrawn Capital Commitments from investors as follows:

	June 30, 2024
	Capital Commitments		Unfunded Capital Commitments		% Unfunded Capital Commitments
Common Units	$	790,010,000	$	176,611,957		22.4	%
Total	$	790,010,000	$	176,611,957		22.4	%

	December 31, 2023
	Capital Commitments		Unfunded Capital Commitments		% Unfunded Capital Commitments
Common Units	$	790,010,000	$	196,611,957		24.9	%
Total	$	790,010,000	$	196,611,957		24.9	%

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The following tables summarize the total Units issued and proceeds related to capital drawdowns during the six months ended June 30, 2024 and 2023:

Unit Issue Date	Units Issued		Proceeds Received
For the Six Months Ended June 30, 2024
January 2, 2024		992,063	$	10,000,000
June 24, 2024		986,466		10,000,000
Total capital drawdowns		1,978,529	$	20,000,000
For the Six Months Ended June 30, 2023
January 11, 2023	—*		$	36,100,014
January 23, 2023	—*			30,000,000
April 4, 2023		5,555,657		55,001,004
May 30, 2023		504,541		5,000,004
Total capital drawdowns		6,060,198	$	126,101,022

*Capital investment occurred prior to unitization of the Fund.

The following tables summarize distributions declared for the six months ended June 30, 2024 and 2023:

Month	Distribution per unit		Gross Distributions		Reinvestment of Distributions
February 2024	$	0.10	$	6,728,204	$	2,338,075
March 2024		0.09		5,932,764		2,074,772
April 2024		0.11		7,250,072		2,549,529
May 2024		0.12		8,443,898		2,989,728
June 2024		0.12		8,895,001		3,174,181
	$	0.54	$	37,249,939	$	13,126,285

Month	Distribution per unit			Gross Distributions		Reinvestment of Distributions
January 2023	$	—	*	$	4,917,124	$	4,917,124
February 2023		0.11			5,887,204		5,887,204
March 2023		0.12			6,708,882		6,708,882
April 2023		0.12			6,893,872		6,753,294
May 2023		0.13			7,984,318		7,508,716
June 2023		—			—		—
	$	0.48		$	32,391,400	$	31,775,220

*Capital distribution occurred prior to unitization of the Fund.

The Private Offering

Prior to the BDC Conversion, the Fund entered into separate subscription agreements (each, a “Subscription Agreement”) with investors who were admitted as limited partners. Following the BDC Conversion, the Fund continues to enter into separate Subscription Agreements with a number of investors who will be admitted as Unit Holders providing for the private placement of the Fund’s Units. Each subscriber makes a capital commitment (“Capital Commitment”) to purchase Units of the Fund pursuant to the Subscription Agreement. Subscribers are required to make capital contributions (“Capital Contributions”) to purchase Units of the Fund each time the Fund delivers a drawdown notice.

The first closing date occurred on December 9, 2021, on which initial capital was contributed by investors. Additional closings are expected to occur from time to time as determined by the Fund (each, a “Subsequent Closing”). Capital Commitments will be drawn in such amounts and proportions as will be required by the Fund in its sole discretion, provided however, the Fund expects drawdowns to generally be made pro rata in accordance with each Unit Holder’s unfunded Capital Commitments.

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In connection with each drawdown, Unit Holders will receive a number of Units corresponding to the Capital Contribution, with such Units issued at a per-share price that will be determined prior to the issuance of such Units and in accordance with the 1940 Act, subject to a determination by the Board (including any committee thereof) or the officers of the Fund that such offer price is not below the Fund’s then current net asset value per Unit of the Fund (“NAV”) as required pursuant to the 1940 Act. Capital Commitments will generally be drawn from Unit Holders by the Fund as needed, upon 10 business days’ prior written notice, in such amounts as will be required by the Fund in its sole discretion.

Effective March 11, 2024, the Board approved the Fund entering into the First Amended and Restated Limited Liability Company Agreement which made eligible to invest any “accredited investor” (as enumerated in Rule 502 under Regulation D of the Securities Act) who have committed to a strategic relationship with Fidelity. In addition, the Board approved the Fund entering into a Placement Agent Agreement with Fidelity Distributors Company LLC, with respect to the private placement of its Units as described in Note 4. Expenses and Transactions with Affiliates.

Additionally, the Fund intends to commence drawdowns of capital commitments of investors who make capital commitments after March 1, 2024 only after the Fund has drawn down the capital commitments of investors admitted prior to March 1, 2024 by 90%.

Distribution Reinvestment Plan

The Fund has adopted an “opt out” distribution reinvestment plan (“DRIP”), which became effective upon the filing of the election to be regulated as a BDC. As a result of adopting the plan, if the Board authorizes, and the Fund declares, a cash dividend or distribution, Unit Holders will have their cash dividends or distributions automatically reinvested in additional Units, rather than receiving cash, unless they “opt out.” Unit Holders who make an affirmative election to “opt out” will receive their distributions in cash. Units issued pursuant to the DRIP will not reduce a Unit Holder’s Capital Commitments to the Fund.

The Fund may terminate the DRIP upon notice in writing to each participant at least 30 days prior to any record date for the payment of any distribution by the Fund.

Repurchase Program

The Fund has implemented a share repurchase program under which, subject to market conditions and the approval of the Board, the Fund may repurchase Units on a quarterly basis pursuant to written tenders by Unit Holders. The Fund currently expects to make quarterly tender offers of up to 10% per year beginning in 2025. However, the Fund may begin making tender offers sooner in its discretion. With respect to any such repurchase offer, Unit Holders tendering Units must do so by a date specified in the notice describing the terms of the repurchase offer. No Unit Holder or other person holding Units acquired from a Unit Holder has the right to require the Fund to repurchase any Units.

There is no minimum portion of a Unit Holder’s Units which must be repurchased in any repurchase offer. The Fund has no obligation to repurchase Units at any time; any such repurchases will only be made at such times, in such amounts and on such terms as may be determined by the Fund, in its sole discretion. In determining whether the Fund should offer to repurchase Units, the Fund will consider the timing of such an offer, as well as a variety of operational, business and economic factors. In determining whether to accept a recommendation to conduct a repurchase offer at any such time, the Fund will consider the following factors, among others:

•

whether any Unit Holders have requested to tender Units to the Fund;

•

the liquidity of the Fund’s assets (including fees and costs associated with redeeming or otherwise withdrawing from investment funds);

•

the investment plans and working capital and reserve requirements of the Fund;

•

the relative economies of scale of the tenders with respect to the size of the Fund;

•

the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;

•

any anticipated tax consequences to the Fund of any proposed repurchases of Units; and

•

the recommendations of the Adviser.

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The Fund will repurchase Units from Unit Holders pursuant to written tenders on terms and conditions that the Adviser determines are fair to the Fund and to all Unit Holders. Notice will be provided to Unit Holders describing the terms of the offer, containing information Unit Holders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate.

Units that have not been outstanding for at least two years will be repurchased at 98% of such net asset value (the “Early Repurchase Deduction”). The Early Repurchase Deduction may be waived at the Fund’s discretion. The Fund does not impose any charges in connection with repurchases of Units.

If a repurchase offer is oversubscribed by Unit Holders who tender Units, the Fund will repurchase a pro rata portion by value of the Units tendered by each Unit Holder, extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law. The Fund also has the right to repurchase all of a Unit Holder’s Units at any time if the aggregate value of such Unit Holder’s Units is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund.

For the six months ended June 30, 2024 and 2023, the Fund did not repurchase any Units from Unit Holders.

Note 4. Expenses and Transactions with Affiliates

Prior to May 10, 2023 the Fund was party to an investment advisory agreement with FIAM, pursuant to which FIAM managed the Fund’s investment program and related activities and in a manner that is consistent with applicable laws, rules and regulations.

Investment Advisory Agreement

Effective May 10, 2023, the Fund entered into an Advisory Agreement with FDS. As compensation for advisory services, commencing on June 9, 2023, the Fund will pay 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 and six months ended June 30, 2024, management fees were $2,182,902 and $4,348,753, respectively. For the three and six months ended June 30, 2023, management fees were $476,849 and $476,849, respectively.

As of June 30, 2024 and December 31, 2023, $732,979 and $699,223, respectively, was payable to the Adviser for management fees in management fee payable on the consolidated statements of assets and liabilities.

Administration Agreement

Prior to May 10, 2023, administration fees were based on the level of net assets of the Fund and were paid on a monthly basis as follows:

Net Assets less than $50 million	2.00 basis points
Net Assets between $50 million – $200 million	1.50 basis points
Net Assets between $200 million – $1 billion	1.05 basis points
Net Assets greater than $1 billion	0.50 basis points

Effective May 10, 2023, the Fund entered into an Administration Agreement with FDS. Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services necessary for the Fund 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 shall pay 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.

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From time to time, FDS (in its capacity as the Adviser and Administrator) or its affiliates may pay third-party providers of goods or services. The Fund will reimburse FDS (in its capacity as the Adviser or Administrator) or such affiliates thereof for any such amounts paid on our behalf. From time to time, FDS (in its capacity as the Adviser and 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 six months ended June 30, 2024, the Fund recorded $436,500 and $869,599, respectively, in administration fees on the consolidated statements of operations. For the three and six months ended June 30, 2023, the Fund recorded $102,912 and $119,718, respectively, in administration fees on the consolidated statements of operations.

As of June 30, 2024 and December 31, 2023, $146,574 and $139,974, respectively, was unpaid and included in due to affiliates in the consolidated statements of assets and liabilities.

Transfer Agent Agreement

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 will receive an asset-based fee with respect to Units. The Fund will pay a fee for transfer agent services equal to 0.00833% (0.10% on an annualized basis) of 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 June 30, 2024, the Fund recorded $174,643 in transfer agent fees, which are included in other general and administrative expenses in the consolidated statements of operations. No transfer agency fees were incurred by the Fund in prior periods, as the fee was effective as of April 1, 2024.

Expense Support and Conditional Reimbursement Agreement

The Fund 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, will be obligated to advance all of the Fund’s Other Operating Expenses to the effect that such expenses do not exceed 0.50% (on an annualized basis) of the Fund’s average net assets (referred to as a “Required Expense Payment”). Any Required Expense Payment must 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. “Other Operating Expenses” means 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 may elect to pay, at such times as the Adviser determines, certain expenses on the Fund’s behalf, provided that no portion of the payment will be 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 Voluntary Expense Payment that the Adviser has committed to pay must 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 has 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”) will be made only if and to the extent that: (i) it is 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 does 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 may 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 shall automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

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The Adviser will look only to the assets of the Fund for its performance under the Expense Support Agreement and for any claims for payment. No directors, officers, employees, agents, or Members of the Fund will be personally liable for performance by the Fund under the Expense Support Agreement.

This Expense Support Agreement shall continue in force until November 30, 2024. This Expense Support Agreement shall renew automatically for successive one-year terms, unless either the Fund or the Adviser determines to terminate it after the Initial Term and so notifies the other party.

As of May 10, 2023, the Adviser has voluntarily agreed to waive its right to receive any Reimbursement Payment for any Excess Operating Funds incurred in any month prior to revocation. Any such amounts shall not be considered unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Expense Support Agreement. This voluntary arrangement can be terminated at any time, upon thirty days’ prior written notice to the Fund.

For the three and six months ended June 30, 2024, $216,925 was recognized and recorded in expense support on the consolidated statements of operations. For the three and six months ended June 30, 2023, $98,388 was recognized and recorded in expense support on the consolidated statements of operations.

As of June 30, 2024 and December 31, 2023, there were no receivables from affiliates included on the consolidated statements of assets and liabilities.

Administrative Agent Expense Allocation Agreement

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, if applicable.

Affiliated Investments

There were no affiliated holdings at June 30, 2024. The table below presents the Fund's affiliated investments for the six months ended June 30, 2023.

	Fair Value as of December 31, 2022		Gross Additions		Gross Reductions			Change in Unrealized Appreciation (Depreciation)		Realized Gains (Losses)		Fair Value as of June 30, 2023		Dividend and Interest Income
Non-controlled/ Affiliate Investments
Fidelity Investments Money Market Government Portfolio Class I	$	—	$	28,823,556	$	(27,469,760	)	$	—	$	—	$	1,353,796	$	4,401
Total	$	—	$	28,823,556	$	(27,469,760	)	$	—	$	—	$	1,353,796	$	4,401

Affiliated Unit Holder Investments

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	June 30, 2024 % Net Assets			December 31, 2023 % Net Assets
Fidelity Capital and Income Fund		50	%		52	%
Fidelity Advisor Floating Rate High Income Fund		15	%		14	%

Investment companies managed by an affiliate, in aggregate, were owners of record of 100% of the units as of June 30, 2024 and December 31, 2023.

33

Placement Agent Agreement

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.

Co-investment Relief

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. Pursuant to such order, the Fund’s Board may establish Board-Established Criteria clearly defining co-investment opportunities in which the Fund will have the opportunity to participate with other public or private affiliated funds that target similar assets. If an investment falls within the Board-Established Criteria, the Adviser must offer an opportunity for the Fund to participate. 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, but the Adviser will be required to report such investment and the rationale for its determination for the Fund to not participate in the investment to the Board at the next quarterly Board meeting.

Note 5. Investments

The composition of the Fund’s investment portfolio at cost and fair value was as follows:

	June 30, 2024							December 31, 2023
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
Total First Lien Debt	$	1,350,511,795	$	1,352,296,797		94.0	%	$	1,332,735,575	$	1,339,308,277		97.1	%
Total Second Lien Debt		9,695,107		10,000,000		0.7	%		9,676,838		10,000,000		0.7	%
Total Equity		16,062,454		17,533,029		1.2	%		15,232,702		16,548,717		1.2	%
Total Mutual Funds		58,482,367		58,482,368		4.1	%		13,807,906		13,807,906		1.0	%
Total Investment Portfolio	$	1,434,751,723	$	1,438,312,194		100.0	%	$	1,371,453,021	$	1,379,664,900		100.0	%

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The industry composition of investments at fair value was as follows:

	June 30, 2024			December 31, 2023
Health Care Services		20.3	%		18.0	%
Diversified Support Services		9.1	%		8.9	%
Application Software		9.0	%		9.1	%
Industrial Machinery & Supplies & Components		7.6	%		7.7	%
Air Freight & Logistics		5.8	%		8.4	%
Automotive Parts & Equipment		4.9	%		5.2	%
Specialized Consumer Services		4.7	%		5.1	%
Trading Companies & Distributors		4.3	%		4.4	%
Mutual Funds		4.1	%		1.0	%
Soft Drinks & Non-Alcoholic Beverages		3.9	%		4.0	%
Human Resource & Employment Services		3.7	%		3.3	%
Environmental & Facilities Services		3.4	%		5.7	%
Pharmaceuticals		3.4	%		3.2	%
Building Products		2.9	%		3.1	%
Data Processing & Outsourced Services		2.4	%		2.5	%
Paper & Plastic Packaging Products & Materials		2.3	%		2.4	%
Electronic Components		2.0	%		2.0	%
Life Sciences Tools & Services		1.7	%		1.7	%
Health Care Facilities		1.3	%		1.5	%
Commodity Chemicals		1.1	%		1.1	%
Insurance Brokers		1.0	%		1.0	%
Aerospace & Defense		0.7	%		0.6	%
Electrical Components & Equipment		0.3	%		0.0	%
Packaged Foods & Meats		0.1	%		0.1	%
Health Care Supplies		0.0	%		0.0	%
Food Distributors		0.0	%		0.0	%
Total		100.0	%		100.0	%

The geographic composition of investments at fair value was as follows:

	June 30, 2024								December 31, 2023
	Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets			Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	1,407,014,567		97.8	%		197.0	%	$	1,348,192,965		97.7	%		199.7	%
Australia		31,297,627		2.2	%		4.4	%		31,471,935		2.3	%		4.7	%
Total	$	1,438,312,194		100.0	%		201.4	%	$	1,379,664,900		100.0	%		204.4	%

As of June 30, 2024 and December 31, 2023, on a fair value basis, 100% of debt investments bore interest at a floating rate and 0% of debt investments bore interest at a fixed rate. As of June 30, 2024 and December 31, 2023, there were no investments on non-accrual status.

Note 6. Fair Value Measurements

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 unadjusted quoted prices in active markets for identical investments

Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 unobservable inputs (including the Fund’s own assumptions based on the best information available)

35

The following is a summary of the inputs used, as of June 30, 2024 and December 31, 2023, involving the Fund’s assets carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities.

	June 30, 2024
	Level 1		Level 2		Level 3		Total
Total First Lien Debt	$	—	$	—	$	1,352,296,797	$	1,352,296,797
Total Second Lien Debt		—		—		10,000,000		10,000,000
Total Equity		—		—		17,533,029		17,533,029
Total Mutual Funds		58,482,368		—		—		58,482,368
Total Investment Portfolio	$	58,482,368	$	—	$	1,379,829,826	$	1,438,312,194

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Total First Lien Debt	$	—	$	—	$	1,339,308,277	$	1,339,308,277
Total Second Lien Debt		—		—		10,000,000		10,000,000
Total Equity		—		—		16,548,717		16,548,717
Total Mutual Funds		13,807,906		—		—		13,807,906
Total Investment Portfolio	$	13,807,906	$	—	$	1,365,856,994	$	1,379,664,900

The following is a reconciliation of investments for which Level 3 inputs were used in determining value as of June 30, 2024 and 2023:

	Six Months Ended June 30, 2024
	First Lien Debt			Second Lien Debt			Equity		Total Investments
Fair value, beginning of period	$	1,339,308,277		$	10,000,000		$	16,548,717	$	1,365,856,994
Purchases of investments		153,308,911			—			829,215		154,138,126
Purchases from increase in investments due to Payment-in-kind		1,110,937			—			—		1,110,937
Proceeds from principal repayments and sales of investments		(141,540,773	)		—			—		(141,540,773	)
Accretion of discount/ amortization of premium		4,898,717			18,269			—		4,916,986
Net realized gain (loss)		(1,036	)		—			—		(1,036	)
Net change in unrealized appreciation (depreciation)		(4,788,236	)		(18,269	)		155,097		(4,651,408	)
Fair value, end of period	$	1,352,296,797		$	10,000,000		$	17,533,029	$	1,379,829,826
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2024	$	(4,788,236	)	$	(18,269	)	$	155,097	$	(4,651,408	)

	Six Months Ended June 30, 2023
	First Lien Debt			Second Lien Debt			Equity			Total Investments
Fair value, beginning of period	$	680,308,932		$	9,632,000		$	7,300,018		$	697,240,950
Purchases of investments		478,004,998			—			6,252,866			484,257,864
Proceeds from principal repayments and sales of investments		(4,575,752	)		—			—			(4,575,752	)
Accretion of discount/ amortization of premium		1,564,100			16,287			—			1,580,387
Transfers into Level 3		40,500,480			—			—			40,500,480
Net change in unrealized appreciation (depreciation)		(3,376,180	)		(17,287	)		(14,834	)		(3,408,301	)
Fair value, end of period	$	1,192,426,578		$	9,631,000		$	13,538,050		$	1,215,595,628
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023	$	(3,376,180	)	$	(17,287	)	$	(14,834	)	$	(3,408,301	)

The information used in the above reconciliations represents period to date activity for any investments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any security or instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases may include securities received through corporate actions or exchanges.

36

The following provides information on Level 3 securities held by the Fund that were valued at June 30, 2024 and December 31, 2023 based on unobservable inputs.

	June 30, 2024
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low			High			Weighted Average			Impact to Valuation from an Increase in Input*
First Lien Debt	$	1,352,296,797	Market approach	Transaction price	$	98.00		$	99.25		$	98.93		Increase
			Market comparable	Enterprise value/EBITDA multiple (EV/EBITDA)		9.80			9.80			9.80		Increase
			Discounted cash flow	Yield		8.2	%		16.4	%		10.9	%	Decrease
Second Lien Debt		10,000,000	Discounted cash flow	Yield		11.4	%		11.4	%		11.4	%	Decrease
Equities		17,533,029	Market approach	Transaction price	$	1.00		$	1.00		$	1.00		Increase
			Market comparable	Enterprise value/EBITDA multiple (EV/EBITDA)		3.80			17.00			10.60		Increase
Total	$	1,379,829,826

	December 31, 2023
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low			High			Weighted Average			Impact to Valuation from an Increase in Input*
First Lien Debt	$	1,339,308,277	Market approach	Transaction price	$	97.50		$	97.50		$	97.50		Increase
			Discounted cash flow	Yield		8.2	%		13.9	%		11.0	%	Decrease
Second Lien Debt		10,000,000	Discounted cash flow	Yield		11.4	%		11.4	%		11.4	%	Decrease
Equities		16,548,717	Market comparable	Enterprise value / EBITDA multiple (EV/EBITDA)		6.5		17.5				10.5		Increase
			Market approach	Transaction price	$	1.00		$	1.00		$	1.00		Increase
Total	$	1,365,856,994

* Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding input as of period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at period end.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Financial Instruments Not Carried at Fair Value

Debt

The carrying value of the Fund’s debt, which would be categorized as Level 3 within the fair value hierarchy, as of June 30, 2024, and December 31, 2023, approximates the fair value.

37

Note 7. Commitments and Contingencies

In the normal course of business, the Fund enters into contracts that provide a variety of general indemnifications. Any exposure to the Fund under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.

Commitments

In the normal course of business, the Fund may become party to financial instruments with off-balance sheet risk to fund investments that have unfunded commitments associated with such instruments. These financial instruments may include commitments to extend credit on the unused portions of the Fund’s commitments pursuant to the terms of certain of the Fund’s investments in revolving credit facilities, delayed draw and other loan financing agreements in connection with the Fund’s investments in direct lending instruments. The unfunded commitments are carried at fair value with the unrealized appreciation or depreciation on the unfunded portion being included in fair value for each such position disclosed on the schedule of investments, and changes in those fair values are recorded in the change in net unrealized appreciation (depreciation) on investments on the consolidated statements of operations. The following tables detail the unfunded loan commitments at June 30, 2024 and December 31, 2023:

As of June 30, 2024

Investments - non-controlled/ non-affiliate	Commitment Type	Commitment Expiration Date	Unfunded Commitment ($)
First and Second Lien Debt
AB Centers Acquisition Corporation	Revolving Credit Facility	9/6/2028		3,103,450
ACP Avenu Buyer, LLC	Revolving Credit Facility	10/2/2029		5,735,089
ACP Avenu Buyer, LLC	Delayed Draw Term Loan	10/2/2029		2,784,571
ACP Falcon Buyer, Inc.	Revolving Credit Facility	8/1/2029		6,500,000
AEP Passion Intermediate Holdings, Inc.	Delayed Draw Term Loan	10/5/2027		2,057,484
AEP Passion Intermediate Holdings, Inc.	Revolving Credit Facility	10/5/2027		315,879
Alcami Corporation	Revolving Credit Facility	12/21/2028		7,342,466
Astro Acquisition LLC	Revolving Credit Facility	12/13/2027		6,125,000
Atlas AU Bidco Pty Ltd / Atlas US Finco, Inc.	Revolving Credit Facility	12/9/2028		3,389,831
BeBright MSO, LLC	Delayed Draw Term Loan	6/3/2030		7,131,120
BeBright MSO, LLC	Revolving Credit Facility	6/3/2030		1,932,553
Belt Power Holdings LLC	Revolving Credit Facility	8/22/2028		3,418,803
Bron Buyer, LLC	Delayed Draw Term Loan	1/13/2029		10,000,000
Bron Buyer, LLC	Revolving Credit Facility	1/13/2029		5,000,000
C2DX, Inc	Delayed Draw Term Loan	3/19/2030		338,983
C2DX, Inc	Revolving Credit Facility	3/19/2030		120,339
Cadence - Southwick, Inc.	Revolving Credit Facility	5/3/2028		2,350,618
CCI Prime, LLC	Revolving Credit Facility	10/18/2029		3,500,000
CCI Prime, LLC	Delayed Draw Term Loan	10/18/2029		429,448
Cop Foundations Acquisitions Inc.	Delayed Draw Term Loan	5/6/2029		2,380,952
Cop Foundations Acquisitions Inc.	Revolving Credit Facility	5/6/2029		595,238
Copperweld Group, Inc.	Revolving Credit Facility	3/31/2026		1,522,843
Double E Company, LLC	Revolving Credit Facility	6/21/2028		599,119
EDS Buyer, LLC	Revolving Credit Facility	1/10/2029		85,106
Endurance PT Technology Buyer Corporation	Revolving Credit Facility	2/28/2030		3,080,645
EverSmith Brands Intermediate Holding Company	Delayed Draw Term Loan	6/17/2030		367,647
EverSmith Brands Intermediate Holding Company	Revolving Credit Facility	6/17/2030		102,941
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc.	Revolving Credit Facility	1/3/2029		2,727,273
Finastra USA Inc	Revolving Credit Facility	9/13/2029		6,974,881
Future Care Associates LLC	Revolving Credit Facility	12/30/2028		5,000,000
Hobbs & Associates, LLC	Delayed Draw Term Loan	4/11/2029		2,644,444
Houseworks Holdings, LLC	Revolving Credit Facility	12/16/2028		5,344,195
Infusion Services Management, LLC	Delayed Draw Term Loan	7/7/2028		7,094,986
Infusion Services Management, LLC	Revolving Credit Facility	7/7/2028		1,540,988

38

As of June 30, 2024 continued:

Investments - non-controlled/ non-affiliate	Commitment Type	Commitment Expiration Date	Unfunded Commitment ($)
First and Second Lien Debt
Integrated Oncology Network LLC	Revolving Credit Facility	6/24/2025		570,927
Lake Air Products, LLC	Revolving Credit Facility	1/9/2029		6,000,000
Midas Foods International LLC	Delayed Draw Term Loan	4/30/2029		491,803
Midas Foods International LLC	Revolving Credit Facility	4/30/2029		163,934
MoboTrex, LLC	Delayed Draw Term Loan	6/7/2030		314,685
MoboTrex, LLC	Revolving Credit Facility	6/7/2030		104,895
MRI Acquisitions, Inc	Revolving Credit Facility	12/30/2025		1,833,333
Mustang Prospects Purchaser LLC	Delayed Draw Term Loan	6/13/2031		3,789,319
Mustang Prospects Purchaser LLC	Revolving Credit Facility	6/13/2031		2,368,325
Pavement Partners Interco, LLC	Revolving Credit Facility	2/7/2028		1,413,317
Prism Parent Co Inc.	Delayed Draw Term Loan	9/16/2028		9,259,259
Quick Roofing Acquisition, LLC	Revolving Credit Facility	12/22/2029		8,500,000
Quick Roofing Acquisition, LLC	Delayed Draw Term Loan	12/22/2029		2,975,410
R1 Holdings Merger Sub, LLC	Revolving Credit Facility	12/29/2028		5,099,548
R1 Holdings Merger Sub, LLC	Delayed Draw Term Loan	12/29/2028		4,498,100
Refresh Buyer LLC	Revolving Credit Facility	12/23/2027		2,607,362
Ruppert Landscape, LLC	Revolving Credit Facility	12/1/2028		3,213,768
SCP WQS Buyer, LLC	Delayed Draw Term Loan	10/2/2028		5,047,796
SCP WQS Buyer, LLC	Revolving Credit Facility	10/2/2028		2,940,000
Soteria Flexibles Corporation	Delayed Draw Term Loan	8/15/2029		7,287,090
Soteria Flexibles Corporation	Revolving Credit Facility	8/15/2029		5,907,407
The Smilist DSO, LLC	Delayed Draw Term Loan	4/4/2029		4,594,189
The Smilist DSO, LLC	Revolving Credit Facility	4/4/2029		1,148,547
The Smilist DSO, LLC	Delayed Draw Term Loan	4/4/2029		700,614
Tiger Healthcare Buyer, LLC	Revolving Credit Facility	2/27/2030		2,250,000
Tiger Healthcare Buyer, LLC	Delayed Draw Term Loan	2/27/2030		125,000
USW Buyer, LLC	Revolving Credit Facility	11/3/2028		1,970,000
VIP Medical US Buyer, LLC	Delayed Draw Term Loan	12/12/2028		5,500,000
VIP Medical US Buyer, LLC	Revolving Credit Facility	12/12/2028		4,000,000
WCI-BXC Purchaser, LLC	Revolving Credit Facility	11/6/2029		5,935,897
Total Unfunded Commitments			$	212,247,417

39

As of December 31, 2023

Investments - non-controlled/ non-affiliate	Commitment Type	Commitment Expiration Date	Unfunded Commitment ($)
First and Second Lien Debt
AB Centers Acquisition Corporation	Revolving Credit Facility	9/6/2028		3,103,448
ACP Avenu Buyer, LLC	Revolving Credit Facility	10/2/2029		6,535,714
ACP Avenu Buyer, LLC	Delayed Draw Term Loan	10/2/2029		4,714,286
ACP Falcon Buyer, Inc.	Revolving Credit Facility	8/1/2029		6,500,000
AEP Passion Intermediate Holdings, Inc.	Delayed Draw Term Loan	10/5/2027		3,338,076
AEP Passion Intermediate Holdings, Inc.	Revolving Credit Facility	10/5/2027		554,923
Alcami Corporation	Delayed Draw Term Loan	12/21/2028		4,589,041
Alcami Corporation	Revolving Credit Facility	12/21/2028		7,342,466
Alera Group, Inc.	Delayed Draw Term Loan	9/30/2028		1,275,000
Astro Acquisition LLC	Revolving Credit Facility	12/13/2027		4,651,683
Atlas AU Bidco Pty Ltd / Atlas US Finco, Inc.	Revolving Credit Facility	12/9/2028		3,389,831
Belt Power Holdings LLC	Delayed Draw Term Loan	8/22/2028		2,529,915
Belt Power Holdings LLC	Revolving Credit Facility	8/22/2028		2,027,350
Bron Buyer, LLC	Delayed Draw Term Loan	1/13/2029		10,000,000
Bron Buyer, LLC	Revolving Credit Facility	1/13/2029		5,000,000
Cadence - Southwick, Inc.	Revolving Credit Facility	5/3/2028		2,506,557
CareRing Health, LLC	Delayed Draw Term Loan	5/4/2028		9,103,448
CCI Prime, LLC	Delayed Draw Term Loan	10/18/2029		429,448
CCI Prime, LLC	Revolving Credit Facility	10/18/2029		3,500,000
Copperweld Group, Inc.	Revolving Credit Facility	3/31/2026		1,522,843
Double E Company, LLC	Revolving Credit Facility	6/21/2028		114,537
Double E Company, LLC	Delayed Draw Term Loan	6/21/2028		1,762,115
Fertility (ITC) Investment Holdco, LLC / Fertility (ITC) Buyer, Inc.	Revolving Credit Facility	1/3/2029		2,727,273
Finastra USA Inc	Revolving Credit Facility	9/13/2029		5,736,075
Future Care Associates LLC	Delayed Draw Term Loan	1/27/2029		9,000,000
Future Care Associates LLC	Revolving Credit Facility	1/27/2029		5,000,000
Hobbs & Associates Inc	Delayed Draw Term Loan	4/11/2029		3,346,066
Houseworks Holdings, LLC	Revolving Credit Facility	12/16/2028		5,590,163
Infusion Services Management, LLC	Delayed Draw Term Loan	7/7/2028		7,094,986
Infusion Services Management, LLC	Revolving Credit Facility	7/7/2028		7,695
Lake Air Products, LLC	Revolving Credit Facility	1/9/2029		6,000,000
Lightspeed Solutions, LLC	Delayed Draw Term Loan	3/1/2028		5,060,976
MRI Acquisitions, Inc	Delayed Draw Term Loan	12/30/2025		10,000,000
MRI Acquisitions, Inc	Revolving Credit Facility	12/30/2025		2,166,667
Omni Intermediate Holdings, LLC	Delayed Draw Term Loan	12/30/2026		4,455,850
Pavement Partners Interco, LLC	Revolving Credit Facility	2/7/2028		3,768,844
Prism Parent Co Inc.	Delayed Draw Term Loan	9/19/2028		9,259,259
Quick Roofing Acquisition, LLC	Revolving Credit Facility	12/22/2029		8,500,000
Quick Roofing Acquisition, LLC	Delayed Draw Term Loan	12/22/2029		2,975,410
R1 Holdings Merger Sub, LLC	Delayed Draw Term Loan	12/29/2028		4,498,100
R1 Holdings Merger Sub, LLC	Revolving Credit Facility	12/29/2028		5,099,548
Refresh Buyer LLC	Revolving Credit Facility	12/23/2027		2,883,436
Ruppert Landscape, LLC	Revolving Credit Facility	12/1/2028		2,552,174
SCP WQS Buyer, LLC	Delayed Draw Term Loan	10/2/2028		5,863,602
SCP WQS Buyer, LLC	Revolving Credit Facility	10/2/2028		3,500,000
Senske Lawn and Tree Care, LLC	Revolving Credit Facility	12/15/2028		2,750,000
Soteria Flexibles Corporation	Delayed Draw Term Loan	8/15/2029		7,287,090
Soteria Flexibles Corporation	Revolving Credit Facility	8/15/2029		5,907,407
USA Water Intermediate Holdings, LLC	Delayed Draw Term Loan	1/27/2028		5,580,000
USA Water Intermediate Holdings, LLC	Revolving Credit Facility	1/27/2028		4,500,000
USW Buyer, LLC	Revolving Credit Facility	11/3/2028		3,000,000
VIP Medical US Buyer, LLC	Revolving Credit Facility	12/12/2028		4,000,000
VIP Medical US Buyer, LLC	Delayed Draw Term Loan	12/12/2028		8,000,000
WCI-BXC Purchaser, LLC	Revolving Credit Facility	11/6/2029		5,935,897
Total Unfunded Commitments			$	246,537,199

40

Note 8. Borrowings

In accordance with the 1940 Act, with certain limitations, the Fund is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2024 and December 31, 2023, the Fund’s asset coverage was 196% and 191% respectively.

The Fund’s average outstanding debt and weighted average interest rate paid for the three and six months ended June 30, 2024 were $743,000,000 and 8.15% and $743,000,000 and 8.17%, respectively. The Fund’s average outstanding debt and weighted average interest rate paid for the three and six months ended June 30, 2023 were $598,191,981 and 8.12% and $546,232,861 and 7.90%, respectively.

The Fund’s outstanding borrowings at June 30, 2024 and December 31, 2023 were as follows:

	June 30, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value
Fidelity Direct Lending Fund I JSPV LLC Facility	$	950,000,000	$	743,000,000	$	743,000,000
Total	$	950,000,000	$	743,000,000	$	743,000,000

	December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value
Fidelity Direct Lending Fund I JSPV LLC Facility	$	950,000,000	$	743,000,000	$	743,000,000
Total	$	950,000,000	$	743,000,000	$	743,000,000

For the three and six months ended June 30, 2024 and 2023, the components of interest expense were as follows:

	Three Months Ended June 30
	2024		2023
Borrowing interest expense	$	15,932,449	$	12,385,219
Facility unused fees		253,094		253,600
Amortization of financing costs		580,828		456,645
Total Interest Expense	$	16,766,371	$	13,095,464

	Six Months Ended June 30,
	2024		2023
Borrowing interest expense	$	31,912,366	$	21,823,638
Facility unused fees		511,875		459,708
Amortization of financing costs		1,161,655		852,571
Total Interest Expense	$	33,585,896	$	23,135,917

Fidelity Direct Lending Fund I JSPV LLC

On August 25, 2022, Fidelity Direct Lending Fund I JSPV LLC (the “SPV”) entered into a senior secured revolving credit facility (the “Fidelity Direct Lending Fund I JSPV LLC Facility”) with JPMorgan Chase Bank, NA (“JPM”). JPM serves as administrative agent, Citibank, N.A. serves as collateral agent and securities intermediary, and Virtus Group, LP serves as collateral administrator under the Fidelity Direct Lending Fund I JSPV LLC Facility.

In connection with the Fidelity Direct Lending Fund I JSPV LLC Facility, the SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Fidelity Direct Lending Fund I JSPV LLC Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, the lender under the Fidelity Direct Lending Fund I JSPV LLC Facility may declare the outstanding advances and all other obligations under the Fidelity Direct Lending Fund I JSPV LLC Facility immediately due and payable.

41

The initial commitment amount under the Fidelity Direct Lending Fund I JSPV LLC Facility was $500 million. On January 24, 2023 and June 6, 2023 this was increased to $750 million and $950 million, respectively. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by the SPV and to make advances under delayed draw term loans where the SPV is a lender. The revolving period ends on August 25, 2025, and the facility will mature on February 25, 2027.

Advances under the Fidelity Direct Lending Fund I JSPV LLC Facility currently bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which is Term SOFR in the case of U.S. dollar advances), plus an applicable margin of 2.85% per annum except for borrowings denominated in British pounds, for which the applicable margin is 2.97% per annum. The SPV, currently pays a commitment fee of 0.525% per annum of the unused facility amount, based on the average daily unused amount of the financing commitments, subject to minimum utilization amounts.

The SPV had $743,000,000 and $743,000,000 outstanding on the Fidelity Direct Lending Fund I JSPV, LLC Facility as of June 30, 2024 and December 31, 2023, respectively.

Short-Term Borrowings

In order to finance certain investment transactions, the Fund may, from time to time, enter into reverse repurchase agreements, whereby the Fund sells to Macquarie Bank Limited an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon purchase price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short-Term Financing Transaction”). The net purchase price that the Fund must pay to repurchase an investment includes the original purchase amount paid to the Fund by Macquarie Bank Limited to purchase an investment, a financing fee equivalent to 7.25% to 7.88% of the original purchase amount per annum and the value of cash interest payments received by Macquarie Bank Limited on the investment. Securities sold under this arrangement are presented in the Consolidated Schedule of Investments.

For the three and six months ended June 30, 2024, there were no short-term borrowings. For the three and six months ended June 30, 2023, there were short-term borrowings which bore interest at an average applicable interest rate of 7.75% and 7.76% per annum, respectively. As of June 30, 2024 and December 31, 2023, the Fund had no outstanding short-term borrowings.

In accordance with ASC 860, Transfers and Servicing, the Short-Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Fund’s consolidated statements of assets and liabilities as an asset, and the Fund records a liability to reflect its repurchase obligation, which is reported as debt on the Fund’s consolidated statements of assets and liabilities. The repurchase obligation is secured by the respective investment that is the subject of the reverse repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Fund’s consolidated statements of operations within interest expense.

42

Note 9. Financial Highlights

The financial highlights for the periods ended June 30, 2024 and June 30, 2023 are as follows:

	Six Months Ended June 30, 2024			Period from January 31, 2023 through June 30, 2023 A
Per Unit Activity
Net asset value per unit, beginning of period	$	10.08		$	9.93
Net investment income (loss) B		0.71			0.58
Net realized and unrealized gain (loss) B		(0.09	)		(0.04	)
Net increase (decrease) in net assets resulting from operations		0.62			0.54
Distributions B		(0.54	)		(0.47	)
Net asset value per unit, end of period	$	10.16		$	10.00

	Six Months Ended June 30,
	2024			2023
Ratios to average net assets
Net investment income (loss) C		14.11	%		14.33	%
Expenses, before reductions C		11.53	%		8.54	%
Expenses, after reductions C		11.47	%		8.51	%
Portfolio turnover C,D		20.96	%		0.90	%
Total return E		6.35	%		6.63	%
Supplemental Data:
Expenses, before reductions, excluding interest expense C		1.83	%		0.36	%
Expenses, after reductions, excluding interest expense C		1.75	%		0.32	%

A.

Prior to January 31, 2023, the Fund was not unitized.

B.

Calculated based on weighted average units outstanding during the period.

C.

Annualized.

D.

The portfolio turnover rate is calculated based on the lesser of purchases or sales of securities year to date divided by the weighted average fair value of the portfolio securities, excluding short-term securities.

E.

Total returns of less than 1 year are not annualized. Total Return was not calculated for periods prior to the date that the Fund elected to be regulated as a BDC.

Note 10. Subsequent Events

In preparation of these consolidated financial statements, management has evaluated the events and transactions subsequent to June 30, 2024, through the date when the consolidated financial statements were issued, and determined that there are no subsequent events or transactions that would require adjustments to or disclosures in the Fund’s consolidated financial statements.

43

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” This discussion contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks and uncertainties. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

The Fund was formed on September 16, 2021 as a Delaware limited partnership and converted to a Delaware limited liability company effective January 31, 2023. The Fund elected to be regulated as a business development company on June 1, 2023 and intends to elect to be treated as a RIC for U.S. federal income tax purposes. As such, the Fund is required to comply with various regulatory requirements, such as the requirement to invest at least 70% of the Fund’s assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of the Fund’s taxable income and tax-exempt interest. The Fund is externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, determining the value of Fund investments, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as an investment adviser with the SEC.

An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay FDS for investment and management services pursuant to the terms of the Advisory Agreement and the Administration Agreement.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Fund will achieve these objectives primarily through directly originated loans to private companies but also liquid credit investments, like broadly syndicated loans, and other select Private Credit investments. Under normal circumstances, the Fund will invest at least 80% of its total assets in Private Credit investments. If the Fund changes its 80% test, the Fund will provide Unit Holders with at least 60 days’ prior notice of such change. The Adviser may also invest to a lesser degree in equity linked instruments (which may include debt with warrants, preferred equity investments, or equity co-investments). Most of our investments will be in private U.S. operating companies, but (subject to compliance with BDCs’ requirement to invest at least 70% of its assets in private U.S. companies) we may also invest to a lesser degree in non-U.S. companies. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other affiliated funds. From time to time, we may co-invest with other affiliated funds.

Key Components of Our Results of Operations

Investments

The Fund focuses primarily on directly originated loans to private companies but will also invest in liquid credit investments, such as broadly syndicated loans. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

The Fund generates revenues in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments bear interest predominantly at a floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In some cases, our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

44

Expenses

The Adviser and/or its affiliates paid, directly or through reimbursement of the Fund, for all costs and expenses incurred in connection with the organization of the Fund, including, without limitation, the following: (i) the offering and sale of the Units of the Fund, (ii) the BDC Conversion and the organization of the Fund, (iii) the election to be treated as a BDC under the 1940 Act, and (iv) the negotiation, execution and delivery of the LLC Agreement, the Advisory Agreement, Administration Agreement (if any), and any related or similar documents, including, without limitation, any related legal and accounting fees and expenses, printing costs, travel and out-of-pocket expenses and filing fees.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not specifically assumed by the Fund under the Administration Agreement.

From time to time, FDS (in its capacity as the Adviser and Administrator) or its affiliates may pay third-party providers of goods or services. We will reimburse FDS (in its capacity as the Adviser or Administrator) or such affiliates thereof for any such amounts paid on our behalf. From time to time, FDS (in its capacity as the Adviser and 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.

Expense Support and Conditional Reimbursement Agreement

The Fund 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, will be obligated to advance all of the Fund’s Other Operating Expenses to the effect that such expenses do not exceed 0.50% (on an annualized basis) of the Fund’s average net assets (referred to as a “Required Expense Payment”). Any Required Expense Payment must 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. “Other Operating Expenses” means 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. For additional information, see “Item 1. Consolidated Financial Statements – Notes to Consolidated Financial Statements – Note 4. Expenses and Transactions with Affiliates.”

Portfolio and Investment Activity

For the six months ended June 30, 2024, we acquired $180.7 million aggregate principal amount of investments (including $26.6 million of unfunded commitments).

For the six months ended June 30, 2023, we acquired $148.4 million aggregate principal amount of investments (including $18.1 million of unfunded commitments).

45

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

	Six Months Ended June 30,
	2024			2023
Investments:
Total investments, beginning of period	$	1,371,453,021		$	1,092,578,092
New investments purchased		154,138,126			130,324,551
Payment-in-kind interest capitalized		1,110,937			—
Net purchases (sales) of mutual funds		44,674,462			—
Net accretion of discount on investments		4,916,986			382,929
Net realized gain (loss) on investments		(1,036	)		—
Investments sold or repaid		(141,540,773	)		(3,004,286	)
Total Investments, End of Period	$	1,434,751,723		$	1,220,281,286
Number of portfolio companies		54			50
Weighted average yield on debt and income producing investments, at amortized cost(1)		11.48	%		13.30	%
Weighted average yield on debt and income producing investments, at fair value(2)		11.45	%		13.34	%
Percentage of debt investments bearing a floating rate, at fair value		100	%		100	%
Percentage of debt investments bearing a fixed rate, at fair value		0	%		0	%

(1) Computed as the sum of, (a) the weighted average amortized cost multiplied by (b) the annual interest rate, for each investment. The weighted average amortized cost of an investment is computed by dividing the amortized cost by the sum of total amortized cost of debt investments.

(2) Computed as the sum of, (a) the weighted average fair value multiplied by (b) the annual interest rate, for each investment. The weighted average fair value of an investment is computed by dividing the fair value by the sum of total fair value of debt investments.

Our investments consisted of the following:

	June 30, 2024							December 31, 2023
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
Total First Lien Debt	$	1,350,511,795	$	1,352,296,797		94.0	%	$	1,332,735,575	$	1,339,308,277		97.1	%
Total Second Lien Debt		9,695,107		10,000,000		0.7	%		9,676,838		10,000,000		0.7	%
Total Equity		16,062,454		17,533,029		1.2	%		15,232,702		16,548,717		1.2	%
Total Mutual Funds		58,482,367		58,482,368		4.1	%		13,807,906		13,807,906		1.0	%
Total Investment Portfolio	$	1,434,751,723	$	1,438,312,194		100.0	%	$	1,371,453,021	$	1,379,664,900		100.0	%

As of June 30, 2024 and December 31, 2023, there were no investments on non-accrual status.

46

The industry composition of investments at fair value was as follows:

	June 30, 2024			December 31, 2023
Health Care Services		20.3	%		18.0	%
Diversified Support Services		9.1	%		8.9	%
Application Software		9.0	%		9.1	%
Industrial Machinery & Supplies & Components		7.6	%		7.7	%
Air Freight & Logistics		5.8	%		8.4	%
Automotive Parts & Equipment		4.9	%		5.2	%
Specialized Consumer Services		4.7	%		5.1	%
Trading Companies & Distributors		4.3	%		4.4	%
Mutual Funds		4.1	%		1.0	%
Soft Drinks & Non-Alcoholic Beverages		3.9	%		4.0	%
Human Resource & Employment Services		3.7	%		3.3	%
Environmental & Facilities Services		3.4	%		5.7	%
Pharmaceuticals		3.4	%		3.2	%
Building Products		2.9	%		3.1	%
Data Processing & Outsourced Services		2.4	%		2.5	%
Paper & Plastic Packaging Products & Materials		2.3	%		2.4	%
Electronic Components		2.0	%		2.0	%
Life Sciences Tools & Services		1.7	%		1.7	%
Health Care Facilities		1.3	%		1.5	%
Commodity Chemicals		1.1	%		1.1	%
Insurance Brokers		1.0	%		1.0	%
Aerospace & Defense		0.7	%		0.6	%
Electrical Components & Equipment		0.3	%		0.0	%
Packaged Foods & Meats		0.1	%		0.1	%
Health Care Supplies		0.0	%		0.0	%
Food Distributors		0.0	%		0.0	%
Total		100.0	%		100.0	%

The geographic composition of investments at fair value was as follows:

	June 30, 2024								December 31, 2023
	Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets			Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	1,407,014,567		97.8	%		197.0	%	$	1,348,192,965		97.7	%		199.7	%
Australia		31,297,627		2.2	%		4.4	%		31,471,935		2.3	%		4.7	%
Total	$	1,438,312,194		100.0	%		201.4	%	$	1,379,664,900		100.0	%		204.4	%

The Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. The Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•

periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

comparisons to other companies in the portfolio company’s industry; and

•

review of monthly or quarterly financial statements and financial projections for portfolio companies.

47

As part of the monitoring process, the Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, the Adviser rates the credit risk of all debt investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

1 – The portfolio investment is performing above our underwriting expectations.

2 – The portfolio investment is performing as expected at the time of underwriting. As a general rule, new investments are initially rated a 2.

3 – The portfolio investment is operating below our underwriting expectations and requires closer monitoring. The company may be out of compliance with financial covenants, however, principal or interest payments are generally not past due.

4 – The portfolio investment is performing materially below our underwriting expectations and returns on our investment are likely to be impaired. Principal or interest payments may be past due, however, full recovery of principal and interest payments are expected.

5 – The portfolio investment is performing significantly below expectations and the risk of the investment has increased substantially. The company is in payment default and the principal and interest payments are not expected to be repaid in full.

The following table shows the composition of our debt portfolio on the 1 to 5 rating scale as of June 30, 2024 and December 31, 2023.

Rating	June 30, 2024		December 31, 2023
1		—		—
2	$	1,291,803,919	$	1,326,519,304
3		70,492,878		22,788,973
4		—		—
5		—		—
Total	$	1,362,296,797	$	1,349,308,277

Results of Operations

The following table represents the operating results:

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023			2024			2023
Total investment income	$	44,961,840	$	35,593,667		$	88,510,106		$	64,568,299
Net expenses		19,861,016		13,855,677			39,686,319			24,047,064
Net investment income		25,100,824		21,737,990			48,823,787			40,521,235
Net realized gain (loss)		—		—			(1,036	)		—
Net change in unrealized appreciation (depreciation)		1,253,035		(1,534,243	)		(5,731,404	)		(3,408,301	)
Net increase (decrease) in net assets resulting from operations	$	26,353,859	$	20,203,747		$	43,091,347		$	37,112,934

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest income	$	43,944,953	$	35,463,049	$	86,918,962	$	64,437,681
Other income		826,878		126,217		1,229,597		126,217
Dividend income		190,009		4,401		361,547		4,401
Total Investment Income	$	44,961,840	$	35,593,667	$	88,510,106	$	64,568,299

48

For the three and six months ended June 30, 2024, total investment income was $45.0 million and $88.5 million, respectively, driven by the combination of our deployment of capital and the performance of the investment portfolio. The size of our investment portfolio at fair value was $1.4 billion at June 30, 2024 and our weighted average yield on debt and income producing investments, at fair value, was 11.45%. For the three and six months ended June 30, 2023, total investment income was $35.6 million and $64.6 million, respectively, primarily driven by our deployment of capital and the increased balance of our investments. The size of our investment portfolio at fair value was $1.2 billion at June 30, 2023 and our weighted average yield on debt and income producing investments, at fair value, was 13.34%.

The interest rate environment was stable during the quarter as evidenced by SOFR remaining within a tight range around 5.30%. During this same timeframe spreads in the lower and core middle market, our primary area of focus, modestly compressed 50 to 100 bps from levels seen roughly a year ago. While we consider higher interest rates when determining appropriate capital structures of our borrowers, additional interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow of certain borrowers which could impact their ability to service their debt. Additionally, if higher interest rates occur concurrently during a slowdown in growth or period of economic weakness, our borrowers’ and potentially our portfolio performance may be negatively impacted. Alternatively, if interest rates decline, our investment income on the existing investment portfolio could be negatively impacted.

Expenses

Expenses were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Interest expense	$	16,766,371		$	13,095,464		$	33,585,896		$	23,135,917
Management fees		2,182,902			476,849			4,348,753			476,849
Administration fees		436,500			102,912			869,599			119,718
Custodian fees		556			846			1,334			1,149
Board of Directors’ fees		70,983			25,792			146,700			25,792
Professional fees		278,749			112,835			399,117			181,741
Other general and administrative expenses		341,880			139,367			551,845			204,286
Total Expenses Before Reductions		20,077,941			13,954,065			39,903,244			24,145,452
Expense support		(216,925	)		(98,388	)		(216,925	)		(98,388	)
Net Expenses	$	19,861,016		$	13,855,677		$	39,686,319		$	24,047,064

Interest Expense

Total interest expense (including unused fees and amortization of deferred financing costs) for three and six months ended June 30, 2024 was $16.8 million and $33.6 million, respectively. The average principal balance outstanding for the three and six months ended June 30, 2024 was $743.0 million and $743.0 million, respectively. The increase in interest expense was primarily driven by greater borrowings under our credit facility. Total interest expense (including unused fees and amortization of deferred financing costs) for three and six months ended June 30, 2023 was $13.1 million and $23.1 million, respectively. The average principal balance outstanding for the three and six months ended June 30, 2023 was $598.2 million and $546.2 million, respectively. The increase in interest expense was primarily driven by greater borrowings under our credit facility.

Management Fees

For the three and six months ended June 30, 2024, management fees were $2.2 million and $4.3 million, respectively. For the three and six months ended June 30, 2023, management fees were $0.5 million and $0.5 million, respectively. Management fees, which went into effect on June 9, 2023, are payable monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund throughout the month. Prior to June 9, 2023, the Fund did not incur a management fee.

Other Expenses

For the three and six months ended June 30, 2024, total other expenses were $1.1 million and $2.0 million, respectively. For the three and six months ended June 30, 2023, total other expenses were $0.4 million and $0.5 million, respectively. Total other expenses over the periods were primarily driven by an increase in other general and administrative expenses driven by the larger portfolio and associated costs with managing the Fund.

49

Income Taxes, Including Excise Taxes

We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify annually for the tax treatment applicable to RICs. The election to be treated as a RIC will apply to the period from June 6, 2023 through December 31, 2023 and in subsequent years. For all periods prior to June 6, 2023, the Fund was treated as a partnership for tax purposes and was not subject to U.S. federal income tax. To qualify for tax treatment as a RIC, we must, among other things, distribute to our Unit Holders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our Unit Holders, which generally relieve us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual required distributable amount of income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

The Fund estimates tax liabilities for certain of the Fund’s investments held through wholly-owned subsidiaries taxed as corporations which may be subject to federal and state taxes. The tax liability may differ materially depending on conditions when these investments earn income or are disposed. The estimated tax liability of $1,079,996 and $0 as of June 30, 2024, and December 31, 2023, respectively, is included in Other accounts payable and accrued liabilities in the consolidated statements of assets and liabilities. For the three and six months ended June 30, 2024, an increase in estimated tax liability of $1,079,996 is included in Net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations. For the three and six months ended June 30, 2023, there was no estimated tax liability.

For the three and six months ended June 30, 2024 and 2023, the Fund incurred no U.S. federal income taxes, including excise taxes. For all period prior to June 6, 2023, the Fund was treated as a partnership for tax purposes and was not subject to U.S. federal income tax.

Realized Gain (Loss)

Realized gain (loss) was comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024			2023
Realized gain (loss) on investments	$	—	$	—	$	(1,036	)	$	—
Net Realized Gain (Loss) on Investments	$	—	$	—	$	(1,036	)	$	—

For the three months ended June 30, 2024, the Fund did not generate any realized gain (loss) on investments. For the six months ended June 30, 2024, the Fund generated net realized loss on investments of $1.0 thousand from the sale of two investments. However, this net realized loss was offset by income earned. For the three and six months ended June 30, 2023, the Fund did not generate any realized gain (loss) on investments.

Net Change in Unrealized Appreciation (Depreciation)

Net change in unrealized appreciation (depreciation) was comprised of the following:

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023			2024			2023
Net change in unrealized appreciation (depreciation) on investments	$	1,253,035	$	(1,534,243	)	$	(5,731,404	)	$	(3,408,301	)
Net change in unrealized appreciation (depreciation) on investments	$	1,253,035	$	(1,534,243	)	$	(5,731,404	)	$	(3,408,301	)

For the three months ended June 30, 2024, the fair value of our debt investments increased due to the financial performance of our portfolio companies, net of an increase in deferred taxes of $1,079,996. During the six months ended June 30, 2024, the improved financial performance of our portfolio companies was offset predominantly due to softness in the performance of a small number of portfolio companies. For the three and six months ended June 30, 2023, the fair value of our debt investments decreased driven by spread widening in the credit markets driven in part by rising rates and inflation.

50

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of our continuous offering of Units, proceeds from net borrowings on our credit facilities, income earned and repayments on principal on our debt investments. The primary uses of our cash are for (i) originating and purchasing debt and other investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our units and (v) funding repurchases under our unit repurchase program.

As of June 30, 2024 and December 31, 2023, we had one asset-based leverage facility.

In order to finance certain investment transactions, the Fund may, from time to time, enter into short-term borrowing arrangements. Such short-term borrowing arrangements include reverse repurchase agreements, whereby the Fund sells to Macquarie Bank Limited an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon purchase price at a future date, generally not to exceed 180-days from the date it was sold.

The Fund may, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt and other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, 2024 and December 31, 2023, we had an aggregate amount of $743.0 million and $743.0 million of debt outstanding and our asset coverage ratio was 196% and 191%, respectively.

Cash as of June 30, 2024, taken together with our $207.0 million of available capacity under our credit facilities (subject to borrowing base availability), proceeds from new or amended financing arrangements and proceeds from calling capital from uncalled commitments is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the use of existing and future financing arrangements.

Although we have secured financing, any disruption in the financial markets or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we could have obtained previously. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of June 30, 2024, we had $19.6 million in cash and $58.5 million in short-term liquid investments. During the six months ended June 30, 2024, cash used in operating activities was $16.6 million, primarily as a result of funding portfolio investments. Cash used in financing activities was $10.0 million during the period, primarily as a result of distributions to investors, which was offset by capital called from investors.

During the six months ended June 30, 2023, cash used in operating activities was $435.8 million, primarily as a result of funding portfolio investments. Cash provided by financing activities was $368.7 million during the period, primarily as a result of calling capital from investors and net borrowings.

Equity

Prior to the BDC Conversion, the Fund operated as a private limited partnership. As a private limited partnership, the Fund entered into separate subscription agreements (each, a “Subscription Agreement”) with investors who were admitted as Limited Partners. An affiliate of the Fund, FIAM Institutional Funds Manager, LLC, served as the general partner of the Fund and had a capital commitment of $10,000 which was fully funded prior to the BDC Conversion. In connection with the BDC Conversion, existing investors were admitted as members of the Fund. Capital Commitments of investors pursuant to subscription agreements entered into prior to the BDC Conversion continue to be outstanding capital commitments to the Fund. Existing capital accounts of Limited Partners were converted to corresponding Units of the Fund. Following the BDC Conversion, the Fund continues to enter into separate subscription agreements with a number of investors who will be admitted as Unit Holders providing for the private placement of the Fund’s Units. Each subscriber makes a Capital Commitment to purchase Units of the Fund pursuant to the subscription agreement. Subscribers are required to make Capital Contributions to purchase Units of the Fund each time the

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Fund delivers a drawdown notice. Capital Commitments will generally be drawn from investors by the Fund as needed, upon 10 Business Days’ prior written notice, in such amounts as will be required by the Fund in its sole discretion.

Effective March 11, 2024, the Board approved the Fund entering into the First Amended and Restated Limited Liability Company Agreement which made eligible to invest any “accredited investor” (as enumerated in Rule 502 under Regulation D of the Securities Act) who have committed to a strategic relationship with Fidelity. In addition, the Board approved the Fund entering into a Placement Agent Agreement with Fidelity Distributors Company LLC, with respect to the private placement of its Units.

Additionally, the Fund intends to commence drawdowns of capital commitments of investors who make capital commitments after March 1, 2024 only after the Fund has drawn down the capital commitments of investors admitted prior to March 1, 2024 by 90%.

Investment companies managed by an affiliate, in aggregate, were owners of record of 100% of the total units as of June 30, 2024 and December 31, 2023.

Effective January 31, 2023, the Fund has the authority to issue an unlimited number of units. A Unit Holder shall have no liability in excess of its obligation to pay the purchase price for its units.

As of the dates indicated, we had aggregate Capital Commitments and unfunded Capital Commitments from investors as follows:

	June 30, 2024
	Capital Commitments		Unfunded Capital Commitments		% Unfunded Capital Commitments
Common Units	$	790,010,000	$	176,611,957		22.4	%
Total	$	790,010,000	$	176,611,957		22.4	%

	December 31, 2023
	Capital Commitments		Unfunded Capital Commitments		% Unfunded Capital Commitments
Common Units	$	790,010,000	$	196,611,957		24.9	%
Total	$	790,010,000	$	196,611,957		24.9	%

The following table summarizes total units issued and proceeds related to capital drawdowns:

Unit Issue Date	Units Issued		Proceeds Received
For the Six Months Ended June 30, 2024
January 2, 2024		992,063	$	10,000,000
June 24, 2024		986,466		10,000,000
Total capital drawdowns		1,978,529	$	20,000,000
For the Six Months Ended June 30, 2023
January 11, 2023	—*		$	36,100,014
January 23, 2023	—*			30,000,000
April 4, 2023		5,555,657		55,001,004
May 30, 2023		504,541		5,000,004
Total capital drawdowns		6,060,198	$	126,101,022

*Capital investment occurred prior to unitization of the Fund.

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Distributions

The following tables summarize distributions declared for the three and six months ended June 30, 2024 and 2023:

Month	Distribution per unit		Gross Distributions		Reinvestment of Distributions
February 2024	$	0.10	$	6,728,204	$	2,338,075
March 2024		0.09		5,932,764		2,074,772
April 2024		0.11		7,250,072		2,549,529
May 2024		0.12		8,443,898		2,989,728
June 2024		0.12		8,895,001		3,174,181
	$	0.54	$	37,249,939	$	13,126,285

Month	Distribution per unit			Gross Distributions		Reinvestment of Distributions
January 2023	$	—	*	$	4,917,124	$	4,917,124
February 2023		0.11			5,887,204		5,887,204
March 2023		0.12			6,708,882		6,708,882
April 2023		0.12			6,893,872		6,753,294
May 2023		0.13			7,984,318		7,508,716
June 2023		—			—		—
	$	0.48		$	32,391,400	$	31,775,220

*Capital distribution occurred prior to unitization of the Fund.

Unit Repurchase Program

Unit Holders tendering Units must do so by a date specified in the notice describing the terms of the repurchase offer. No Unit Holder has the right to require the Fund to repurchase any Units. The Fund has no obligation to repurchase units at any time; any such repurchases will only be made at such times, in such amounts and on such terms as may be determined by the Fund, in its sole discretion.

During six months ended June 30, 2024 and 2023, there were no repurchases of Units.

Borrowings

The Fund’s average outstanding debt and weighted average interest rate paid for the six months ended June 30, 2024 were $743.0 million and 8.17%, respectively. The Fund’s average outstanding debt and weighted average interest rate paid for the six months ended June 30, 2023 were $546.2 million and 7.90%, respectively. Our outstanding debt obligations were as follows:

	June 30, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value
Fidelity Direct Lending Fund I JSPV LLC Facility	$	950,000,000	$	743,000,000	$	743,000,000
Total	$	950,000,000	$	743,000,000	$	743,000,000

	December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value
Fidelity Direct Lending Fund I JSPV LLC Facility	$	950,000,000	$	743,000,000	$	743,000,000
Total	$	950,000,000	$	743,000,000	$	743,000,000

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The following table shows the contractual maturities of our debt obligations as of June 30, 2024 and December 31, 2023:

	Payments Due by Period
	Total		Less than 1 year		1 — 3 Years		3 — 5 years		More than 5 years
Fidelity Direct Lending Fund I JSPV LLC Facility	$	743,000,000	$	—	$	743,000,000	$	—	$	—
Total Debt Obligations	$	743,000,000	$	—	$	743,000,000	$	—	$	—

	Payments Due by Period
	Total		Less than 1 year		1 — 3 Years		3 — 5 years		More than 5 years
Fidelity Direct Lending Fund I JSPV LLC Facility	$	743,000,000	$	—	$	—	$	743,000,000	$	—
Total Debt Obligations	$	743,000,000	$	—	$	—	$	743,000,000	$	—

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities.

Our investment portfolio contains and is expected to continue to contain debt investments in the form of lines of credit, revolving credit facilities and delayed draw commitments which require us to provide funding when requested by portfolio companies in accordance with the underlying loan agreements. As of June 30, 2024 and December 31, 2023, we had unfunded commitments to borrowers in the aggregate principal amount of $212.2 million and $246.5 million, respectively.

From time to time, we may become party to certain legal proceedings in the ordinary course of business. At June 30, 2024, we are not aware of any pending or threatened litigation.

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Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

the Advisory Agreement;

•

the Administration Agreement;

•

the Transfer Agent Agreement;

•

the Expense Support Agreement;

•

Administrative Agent Expense Allocation Agreement;

•

Affiliated investments;

•

Affiliated Unit Holder Investments;

•

Placement Agent Agreement; and

•

Co-Investment Relief

In addition to the aforementioned agreements, we, our Adviser, and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements – Notes to Consolidated Financial Statements – Note 4. Expenses and Transactions with Affiliates.”

Recent Developments

See “Item 1. Consolidated Financial Statements – Notes to Consolidated Financial Statements – Note 10. Subsequent Events” for a summary of recent developments.

Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.

Fair Value Measurements

The Fund values its investments, upon which its NAV is based, in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.

Pursuant to Rule 2a-5, the Board has designated the Adviser as the valuation designee responsible for valuing all of the Fund’s investments, including making fair valuation determinations as needed. The Adviser has established a Fair Value Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund’s investments in good faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.

In accordance with the Adviser’s policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures, engages in oversight activities with respect to third-party pricing sources used and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment.

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Investments that are not publicly traded or whose current market prices or quotations are not readily available are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser’s Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Fund’s loan investments the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.

The Fund has engaged an independent valuation firm to prepare month-end valuation recommendations for investments for which market quotations are not readily available as of the last calendar day of each month. The independent valuation firm undertakes a full analysis of the investments and provides estimated fair values for such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations. The Adviser’s Fair Value Committee reviews and approves each valuation recommendation and confirms it has been calculated in accordance with the Board-approved policies and procedures. The Fair Value Committee manages the Fund’s fair valuation practices and maintains the fair valuation policies and procedures. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Fund investments, at any time.

Our accounting policy regarding the fair value of our investments is critical because the determination of fair value involves subjective judgments and requires the use of estimates. Due to the inherent uncertainty of determining fair value measurements, the fair values of our investments may differ from the amounts that we ultimately realize or collect from sales or maturities of our investments, and the differences could be material.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser, based on, among other things, input from independent third-party valuation firms engaged to review our investments. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we are required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on our investments to be different than the unrealized appreciation (depreciation) reflected in the valuations currently recorded.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates, including changes due to inflation. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure Unit Holders that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2024, 100% of our debt investments at fair value were at floating rates. Based on our consolidated statements of assets and liabilities as of June 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure):

	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	41,721,598		$	22,290,000		$	19,431,598
Up 200 basis points		27,814,399			14,860,000			12,954,399
Up 100 basis points		13,907,199			7,430,000			6,477,199
Down 100 basis points		(13,907,199	)		(7,430,000	)		(6,477,199	)
Down 200 basis points		(27,814,399	)		(14,860,000	)		(12,954,399	)
Down 300 basis points		(41,721,598	)		(22,290,000	)		(19,431,598	)

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our President and Treasurer (principal executive officer) and Chief Financial Officer (principal financial officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Fund is not currently subject to any material legal proceedings, nor, to the Fund’s knowledge, is any material legal proceeding threatened against the Fund. From time to time, the Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Fund’s rights under loans to or other contracts with the Fund’s portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Fund does not expect that these proceedings will have a material effect upon the Fund’s financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 22, 2024.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Capital Drawdowns

Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Form 10-Q that were not registered under the Securities Act.

Dividend Reinvestment Plan

During the six months ended June 30, 2024, the Fund issued 1,304,662 Common Units in connection with reinvestment of distributions. These issuances were not subject to the registration requirements of the Securities Act. The aggregate value of the shares of the Fund’s Common Units issued for reinvestment of distributions was approximately $13.1 million.

Unit Repurchases

The Fund has adopted a unit repurchase program. The Fund has no obligation to repurchase units at any time; any such repurchases will only be made at such times, in such amounts and on such terms as may be determined by the Fund, in its sole discretion.

During the six months ended June 30, 2024, there were no repurchases of Common Units.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description
3.1	First Amended and Restated Limited Liability Company Agreement of the Fund.(1)
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

(1) Previously filed as Exhibit 3.1 to the Fund’s Current Report on Form 8-K, filed on March 15, 2024.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIDELITY PRIVATE CREDIT COMPANY LLC
Date: August 9, 2024	By:	/s/ Heather Bonner
	Name:	Heather Bonner
	Title:	President and Treasurer (Principal Executive Officer)

	FIDELITY PRIVATE CREDIT COMPANY LLC
Date: August 9, 2024	By:	/s/ John J. Burke III
	Name:	John J. Burke III
	Title:	Chief Financial Officer (Principal Financial Officer)

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