**EXECUTION VERSION **

CUSTODIAN AGREEMENT** **

Dated as of January 1, 2007

Between

Each of the Investment Companies

Listed on Appendix “A” Attached Hereto

and

STATE STREET BANK AND TRUST COMPANY

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**TABLE OF CONTENTS **

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ARTICLE I		APPOINTMENT OF CUSTODIAN			1

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DISTRIBUTION REINVESTMENT PLAN

Effective: July 23, 2026

This Distribution Reinvestment Plan (the “Plan”) is adopted by Fidelity Private Credit Company II LLC (the “Fund”).

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GLOBAL CUSTODY AGREEMENT

AGREEMENT, dated as of April 9, 2026 between each of the funds listed in Schedule A (each, a "Customer") and The Bank of New York Mellon Trust Company, National Association ("Custodian").

ARTICLE IDEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1.

"1940 Act" shall mean the Investment Company Act of 1940, as amended.

2.

"Authorized Person" shall be any person, whether or not an officer or employee of Customer, duly authorized by Customer to give Oral Instructions or Written Instructions with respect to one or more Accounts (as defmed below), such persons to be designated in a Certificate of Authorized Persons which contains a specimen signature of such person.

3.

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DIVIDEND REINVESTMENT PLAN

OF

CIFC DIRECT LENDING EVERGREEN FUND

CIFC Direct Lending Evergreen Fund, a Delaware statutory trust (the “Fund”), has adopted the following plan (the “Plan”), to be administered by the Fund or such other administrator as the Fund may appoint (the “Plan Administrator”), with respect to dividends and other distributions declared by the Board of Trustees of the Fund (the “Board”) on its common shares of beneficial interest (the “Common Shares”):

1.

Unless a shareholder specifically elects to receive cash as set forth below, all net investment income dividends and all capital gains distributions hereafter declared by the Board shall be payable in shares of the Common Shares, and no action shall be required on such shareholder’s part to receive a distribution in Common Shares.

2.

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AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT BETWEEN

CIFC DIRECT LENDING EVERGREEN FUND LP

AND

CIFC Private Credit Management LLC

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of February 9, 2026, by and between CIFC Direct Lending Evergreen Fund LP, a Delaware limited partnership (such limited partnership and any successor entity, the “Fund”), and CIFC Private Credit Management LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a Delaware limited partnership that may in the future convert by operation of law to a Delaware statutory trust and elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (such election, together with any accompanying restructuring of the Fund, the “BDC Conversion”);

WHEREAS, the Fund and the Adviser entered into that certain Investment Advisory Agreement dated as of January 10, 2025 (the “Original Investment Advisory Agreement”); and

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ADMINISTRATION AGREEMENT

This Agreement (“Agreement”) is made by and between CIFC Direct Lending Evergreen Fund LP, a Delaware limited partnership (the “Company”), and CIFC Private Credit Management LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H:

WHEREAS, the Company is a Delaware limited partnership that may in the future convert by operation of law to a Delaware statutory trust and elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (such election, together with any accompanying restructuring, the “BDC Conversion”);

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

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EXECUTION VERSION

SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

(CIFC DIRECT LENDING EVERGREEN FUND SB SPV, LLC)

THIS SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of June 1, 2026 (this “Amendment”), is entered into by and among CIFC DIRECT LENDING EVERGREEN FUND SB SPV, LLC, as the Borrower (the “Borrower”), CIFC PRIVATE CREDIT MANAGEMENT LLC, as the Servicer (the “Servicer”), the Lenders identified on the signature pages hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as the Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S

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CIFC DIRECT LENDING EVERGREEN FUND

A Delaware Statutory Trust

CONFIDENTIAL SUBSCRIPTION DOCUMENTS

Investment Adviser:

CIFC Private Credit Management LLC

1 SE 3rd Ave, Suite 1660

Miami, Florida 33131

U.S.A.

NO SECURITIES OF CIFC DIRECT LENDING EVERGREEN FUND HAVE BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OF ANY OTHER JURISDICTION, NOR HAS THE SEC OR ANY SUCH SECURITIES REGULATORY AUTHORITY PASSED UPON THE ADEQUACY OR ACCURACY OF THESE SUBSCRIPTION DOCUMENTS (“SUBSCRIPTION DOCUMENTS”) OR ANY OF THE ATTACHMENTS HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

For Internal Use only:

Subscription Amount:____________

Subscription Date:_______________

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CIFC DIRECT LENDING EVERGREEN FUND

SUBSCRIPTION INSTRUCTIONS

Please find the Subscription Agreement (with two copies of the Subscriber Signature Page) that are enclosed with or attached to these Subscription Instructions.

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CIFC Direct Lending Evergreen Fund

MULTIPLE CLASS PLAN

May 29, 2026

This Multiple Class Plan (this “Plan”) is adopted pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended (the “1940 Act”), by CIFC Direct Lending Evergreen Fund, a Delaware statutory trust (the “Fund”).

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end management investment company that has elected to be regulated as a business development company;

WHEREAS, the Fund relies on exemptive relief from the Securities and Exchange Commission that permits it to issue multiple classes of shares, and one of the conditions of this relief is that the Fund must comply with the provisions of Rule 18f-3 under the 1940 Act as though such rule applied to business development companies;

WHEREAS, the common shares of beneficial interest of the Fund (the “Shares”) are divided into one or more separate classes;

WHEREAS, the Fund desires to adopt this Plan in order that the Fund may issue multiple classes of Shares (each, a “Class”); and

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