Common use of Compensation; Allocation of Costs and Expenses Clause in Contracts

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the Fund’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, as well as the actual cost of goods and services used for the Fund and obtained by the Administrator from entities not affiliated with the Fund. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund performed by it on behalf of the Fund; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30, 2024 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: the Fund’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the Fund’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the Fund’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Fund’s rights; the management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Fund; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; U.S. federal, state and local taxes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software), including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Fund’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Fund’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund in connection with administering the Fund’s business, including payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund expenses as set forth herein or otherwise and that the Fund shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Fund. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC AGL US DL Management LLC, the Company’s investment adviser (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30[•], 2024 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, settling, clearing, monitoring, holding or holding disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investmentsinvestments and dues and expenses incurred in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial feesfees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal federal, state and state local registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares shares and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and other utilities) and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rentto, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For the avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income MS Capital Partners Adviser LLC Inc., the Company’s investment adviser (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30January 31, 2024 2023 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, settling, clearing, monitoring, holding or holding disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investmentsinvestments and dues and expenses incurred in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial feesfees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal federal, state and state local registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares units and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders unitholders (including printing and mailing costs), the costs of any shareholdersunitholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead the compensation paid to the Company’s Chief Financial Officer and other Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rentto, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that ; rather the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany and their respective staffs, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser Star Mountain Fund Management LLC (in such capacity, the “AdviserAdvisor”) pursuant to that certain Investment Advisory Agreement, dated as of September 301, 2024 2019 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the AdviserAdvisor. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) stock and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the AdviserAdvisor, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser Advisor in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares common stock and other securities; U.S. federal, state and local taxes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund Company and any internal audit staff, to the extent internal audit performs a role in the FundCompany’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b3(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income MS Capital Partners Adviser LLC Inc., the Company’s investment adviser (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30November 4, 2024 2021 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, settling, clearing, monitoring, holding or holding disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investmentsinvestments and dues and expenses incurred in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial feesfees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal federal, state and state local registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares units and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇1940 Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders unitholders (including printing and mailing costs), the costs of any shareholdersunitholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead the compensation paid to the Company’s Chief Financial Officer and other Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rentto, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income MS Capital Partners Adviser LLC Inc., the Company’s investment adviser (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30December 1, 2024 2023 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: : (i) the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; ; (ii) the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest securities; (“Shares”iii) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); ; (iv) out-of-pocket expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; ; (v) the base management fee and any incentive fees payable under the Investment Advisory Agreement; ; (vi) certain costs and expenses relating to distributions paid by the Fund; Company; (vii) administration fees payable under this Agreement and any sub-administration agreements, including related expenses; ; (viii) arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and ; (ix) the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; ; (x) amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, settling, clearing, monitoring, holding or holding disposing of prospective or actual investments; ; (xi) the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; investments and dues and expenses incurred in connection with membership in industry or trade organizations; (xii) fees and expenses payable under any dealer manager agreements; (xiii) escrow agent, distribution agent, transfer agent and custodial fees; fees and expenses; (xiv) costs of derivatives and hedging; ; (xv) commissions and other compensation payable to brokers or dealers; federal ; (xvi) federal, state and state local registration fees; ; (xvii) any stock exchange listing fees and fees payable to rating agencies; ; (xviii) the cost of effecting any sales and repurchases of the FundCompany’s Shares units and other securities; , including servicing fees; (xix) U.S. federal, state and local taxes; ; (xx) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (xxi) independent trustee director fees and expenses; ; (xxii) costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; ; (xxiii) the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders unitholders (including printing and mailing costs), the costs of any shareholdersunitholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; ; (xxiv) the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; ; (xxv) fees and expenses associated with marketing efforts; (xxvi) the FundCompany’s fidelity bond; ; (xxvii) any necessary insurance premiums; ; (xxviii) extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); ; (xxix) direct fees and expenses associated with independent audits, agency, consulting and legal costs; ; (xxx) costs of winding up; ; (xxxi) and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead the compensation paid to the Company’s Chief Financial Officer and other Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rentto, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, Agreement as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income MS Capital Partners Adviser LLC Inc., the Company’s investment adviser (in such capacity, the “Adviser”) ), pursuant to that certain Investment Advisory Agreement, dated as of September 30October 19, 2024 2021 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) units and any other securitiessecurities offerings; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, expenses incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, holding, settling, clearing, monitoring, holding or holding disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; and dues and expenses incurred in connection with membership in industry or trade organizations; distribution payment agent, transfer agent and custodial feesfees and expenses; costs of derivatives and hedging; commissions federal, state and other compensation payable to brokers or dealers; federal and state local registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇1940 Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders unitholders (including printing and mailing costs), the costs of any shareholdersunitholders’ meetings and the compensation costs and expenses of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of overhead business and other reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rentto, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income the Company’s investment adviser, MS Capital Partners Adviser LLC Inc. (in such capacity, the “Adviser”) ), pursuant to that certain Investment Advisory Agreement, dated as of September 30, 2024 the investment advisory agreement (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) stock, preferred stock and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; U.S. federal, state and local taxes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Fund’s any fidelity bondbond required by applicable law; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund)Company, provided, that the Company will not bear such expenses to the extent, but only to the extent, that the relevant conduct is not indemnifiable under applicable law, including, if applicable, ERISA; direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for of the provision of the services provided by of the Administrator under this AgreementAdministrator, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, Administrator for the Fund’s allocable portion of certain costs and expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, as well as the actual cost of goods providing personnel and services used for the Fund and obtained by the Administrator from entities not affiliated with the Fundfacilities hereunder. The Administrator may also shall waive its right to be reimbursed for in the administrative services necessary for event that any such reimbursements would cause any distributions to the prudent operation Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Fund performed by it Company, the Administrator will be paid an additional amount based on behalf of the Fund; services provided, however, which shall not exceed the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to Company receives from the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) portfolio companies for providing this assistance. The Fund shall Company will bear all costs and expenses that are incurred in its operation, administration operation and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC the Company’s investment adviser (in such capacity, the “AdviserAdvisor”) ), pursuant to that certain Investment Advisory Agreement, dated as of September 30October [ ], 2024 (as in effect from time to time, the “Investment Advisory Agreement”), 2016 by and between the Fund Company and the AdviserAdvisor. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the Fund’s (a) initial organization costs and incurred prior to the commencement of the Company’s operations up to a maximum of $1.5 million; (b) operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings commencement of the FundCompany’s common shares of beneficial interest operations; (“Shares”c) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party independent valuation servicesfirm); out-of-pocket (d) fees and expenses, including travel expenses, incurred by the Adviser, or members of its investment team, Advisor or payable to third parties, parties in performing due diligence on prospective portfolio companies and companies, monitoring actual portfolio companies the Company’s investments and, if necessary, enforcing the FundCompany’s rights; (e) interest payable on debt, if any, incurred to finance the Company’s investments; (f) costs of effecting sales and repurchases of the Company’s common stock and other securities; (g) the base management fee and any incentive fee; (h) distributions on the Company’s common stock; (i) transfer agent and custody fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Fund; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and (j) the allocated costs incurred by the Adviser Administrator in providing managerial assistance to those portfolio companies that request it; (k) other expenses incurred by the Advisor, the Administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services; (l) amounts payable to third parties relating to, or associated with, evaluating, making or holding and disposing of investments; the costs associated with subscriptions to data service, research-related subscriptions (m) brokerage fees and expenses and quotation equipment and services used in making or holding investmentscommissions; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; (n) federal and state registration fees; (o) any stock exchange listing fees and fees payable to rating agenciesfees; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; U.S. federal, state and local (p) taxes; (q) independent trustee director fees and expenses; (r) costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and applicable U.S. federal and state securities laws; (s) the costs of preparing financial any reports, proxy statements and maintaining books and recordsor other notices to the Company’s stockholders, including printing costs; (t) costs of preparing tax returnsholding stockholder meetings; (u) the Company’s fidelity bond; (v) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (w) litigation, indemnification and other non-recurring or extraordinary expenses; (x) direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit and legal costs; (y) fees and expenses associated with marketing efforts; (z) dues, fees and charges of any trade association of which the Company is a member; and (aa) all other expenses reasonably incurred by the Company or the Administrator in connection with administering the Company’s business, such as the allocable portion of overhead under this Agreement, including rent and the Company’s allocable portion of the costs and expenses of its chief compliance with officer, chief financial officer and their respective staffs, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended. To the extent the Administrator outsources any of its functions, and attestation and costs of filing reports or other documents the Company will pay the fees associated with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software), including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices such functions on a direct basis without profit to the Fund’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Fund’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund in connection with administering the Fund’s business, including payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund expenses as set forth herein or otherwise and that the Fund shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Fund. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund under this AgreementAdministrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the Fund’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, as well as the actual cost of goods and services used for the Fund and obtained by the Administrator from entities not affiliated with the Fund. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund performed by it on behalf of the Fund; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30June 27, 2024 2025 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: the Fund’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the Fund’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the Fund’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Fund’s rights; the management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Fund; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; U.S. federal, state and local taxes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software), including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the Fund’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Fund’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund in connection with administering the Fund’s business, including payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund expenses as set forth herein or otherwise and that the Fund shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Fund. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, estimates, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser Overland Advisors, LLC (in such capacity, the “AdviserAdvisor”) pursuant to that certain Investment Advisory Agreement, dated as of September 30January 5, 2024 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the AdviserAdvisor. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) stock and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the AdviserAdvisor, or members of its investment team, or payable to third parties, performing due diligence on and review of prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser Advisor in providing managerial assistance to those portfolio companies that request it; brokerage fees and amounts payable to third parties relating to, or associated with, evaluating, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; the fees and expenses relating to the development, licensing, implementation, installation, servicing and maintenance of, and consulting with respect to computer software, technology and information technology systems used in connection with the management of the Company’s investments including, without limitation, costs and expenses of technology service providers and related software, hardware and subscription-based services utilized in connection with the Company’s investment and operational activities, including but not limited to, the origination and monitoring of investments; expenses related to the maintenance of registered offices and corporate licensing of the Company; costs incurred in connection with trademarks or other intellectual property of the Company; interest payable on debt and other borrowing costs, if any, incurred to finance the Company’s investments; transfer agent and custodial feesfees and expenses; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares common stock and other securities; U.S. federal, state and local taxes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including but not limited to registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related mattersmatters and costs of technology licensing and maintenance of the website for the benefit of shareholders and any shareholder portal (including any database or other forum hosted on a website designated by the Company) or due diligence platform; the cost of holding Board meetings (including, without limitation, legal, travel, lodging and meal expenses of the Board); board fees for the Board; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s fidelity bond; trustees and officers’ errors and omissions liability insurance and any other necessary insurance premiums; other non-recurring or extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); costs associated with obtaining an order for SEC co-investment exemptive relief; direct fees and expenses associated with of administration and operation, including long distance telephone, staff, independent audits, agency, consulting and legal costs; fees and expenses associated with marketing efforts (including, but not limited to, reasonable out-of-pocket expenses incurred by the Advisor and its affiliates in attending meetings with shareholders and/or prospective shareholders); dues, fees and charges of any trade association of which the Company is a member; other expenses related to the purchase, monitoring, syndication of co-investments, sale, settlement, custody or transmittal of the Company’s assets (directly or through financing alternative investment subsidiaries and/or trading subsidiaries); costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the FundCompany’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. Any sub-administrator will separately be compensated for performing sub-administrative services under the sub-administration agreement and the cost of such compensation, and any other costs or expenses under such agreement, will be in addition to the cost of any services borne by the Company under the Administration Agreement. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for of the provision of the services provided by of the Administrator under this AgreementAdministrator, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, Administrator for the Fund’s allocable portion of certain costs and expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund and obtained by the Administrator from entities not affiliated with will be paid an additional amount based on the Fund. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund performed by it on behalf of the Fund; provided, howeverwhich shall not exceed the amount the Company receives from the portfolio companies for providing such assistance. In addition to the reimbursements set forth above, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund shall Company will bear all costs and expenses that are incurred in its operation, administration operations and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC the Company’s investment adviser (in such capacity, the “AdviserAdvisor”) ), pursuant to that certain the Investment Advisory and Management Agreement, dated as of September 30December 31, 2024 2024, by and between the Company and the Advisor or any successor agreement (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: (i) “organization and offering expenses” of the Fund’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs Company associated with any public or private offerings of the FundCompany’s common shares equity securities, as provided for in Conduct Rule 2310(a)(12) of beneficial interest the Financial Industrial Regulatory Authority; (“Shares”ii) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party independent valuation firms or pricing services); out-of-pocket (iii) fees and expenses, including travel expenses, incurred by the Adviser, or members of its investment team, Advisor or payable to third parties, including agents, consultants or other advisors, in performing due diligence on prospective portfolio companies and companies, monitoring actual portfolio companies the Company’s investments (including the cost of consultants hired to develop technology systems designed to monitor the Company’s investments) and, if necessary, enforcing the FundCompany’s rights; (iv) costs and expenses related to the formation and maintenance of entities or special purpose vehicles to hold assets for tax, financing or other purposes; (v) expenses related to consummated and unconsummated portfolio investments including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (vi) debt servicing (including interest, fees and expenses related to the Company’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; (vii) offerings of the Company’s common units (“Common Units”) and the Company’s other securities; (viii) costs of effecting sales and repurchases of the Company’s Common Units and other securities, if any; (ix) the base management fee and any incentive fees fee payable under pursuant to the Investment Advisory Agreement; certain costs (x) dividends and other distributions on the Company’s Common Units; (xi) fees payable, if any, under any distribution manager, intermediary manager or selected intermediary agreements; (xii) fees and expenses relating to distributions paid by incurred in connection with the Fundservices of representatives, depositories, paying agents, transfer agents, escrow agents, dividend agents, trustees, rating agencies and custodians; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and (xiii) the allocated costs incurred by the Adviser Administrator in providing managerial assistance to those portfolio companies that request it; (xiv) other expenses incurred by the Advisor, the Administrator, any Sub-Administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services and payments to the Administrator that will be based upon the Company’s allocable portion of the Administrator’s overhead; (xv) amounts payable to third parties parties, including representatives, depositories, paying agents, agents, consultants or other advisors, relating to, or associated with, evaluating, making or holding investments; the and disposing of investments (excluding payments to third-party vendors for financial information services and costs associated with subscriptions to data service, research-related subscriptions meeting potential sponsors); (xvi) fees and expenses associated with marketing efforts associated with the offer and quotation equipment sale of the Company’s securities (including attendance at investment conferences and services used in making or holding investmentssimilar events); transfer agent (xvii) brokerage fees and custodial feescommissions; costs of hedging; commissions (xviii) non-U.S., federal, state and other compensation payable to brokers or dealers; federal and state local registration fees; any stock exchange listing fees (xix) all costs of registration and fees payable qualifying the Company’s securities pursuant to rating agencies; the cost of effecting any sales rules and repurchases regulations of the Fund’s Shares and SEC or any other securitiesregulatory authority, including those contemplated by the AIFM Directive or any national private placement regime in any jurisdiction; U.S. (xx) federal, state and local taxes; (xxi) independent trustee director fees and expenses; (xxii) costs of preparing financial statements associated with the Company’s reporting and maintaining books compliance obligations under the Investment Company Act, applicable U.S. federal and recordsstate securities laws, costs of preparing tax returns, costs of including compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amendedamended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and attestation and the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (xxiii) costs of preparing and filing reports or other documents with required by governmental bodies (including the SEC (or other regulatory bodiesSEC) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software), including registration and listing feesagency administering the securities laws of a state, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; (xxiv) costs associated with individual or group members, including the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders (members, including printing costs and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the (xxv) costs of specialty holding Board of Directors meetings and custom software expense meetings of members, and the compensation of professionals responsible for monitoring risk, compliance and overall investmentsthe foregoing; (xxvi) the FundCompany’s fidelity bond; (xxvii) outside legal expenses; (xxviii) accounting expenses (including costs and fees of the Company’s independent accounting firm and fees, disbursements and expenses related to the audit of the Company and the preparation of the Company’s tax information); (xxix) directors and officers/errors and omissions liability insurance, and any necessary other insurance premiums; (xxx) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses expenses; (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund); xxxi) direct fees costs and expenses associated with independent auditsof administration and operation, agencyincluding printing, consulting mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, audit and legal costs; (xxxii) dues, fees and charges of any trade association of which the Company is a member; (xxxiii) costs of hedging, including the use of derivatives by the Company; (xxxiv) costs associated with investor relations efforts; (xxxv) proxy voting expenses; (xxxvi) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (xxxvii) fees, costs and expenses of winding upup and liquidating the Company’s assets; (xxxviii) costs of preparing financial statements and maintaining books and records; and (xxxix) all other expenses reasonably incurred by either the Company, the Administrator or the Fund any Sub-Administrator in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon such as the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, including rent (if office space is provided by the fees and expenses associated with performing compliance functions, Administrator) and the FundCompany’s allocable portion of the costs costs, expenses, compensation and benefits of compensation paid toits chief compliance officer, or distributions received bychief financial officer, its Chief Financial Officergeneral counsel, Chief Compliance Officer, any of secretary and their respective staffs (but not including, for the avoidance of doubt, costs and expenses attributable to the Advisor’s investment professionals acting in such capacity to provide investment advisory and management services pursuant to the Investment Advisory Agreement), operations staff who provide services to the Fund Company, and any internal audit staff, to the extent internal audit performs a role in the FundCompany’s internal control assessmentsassessment required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The presence To the extent the Administrator outsources any of an item in or its absence from the foregoing list, on the one hand, and the list of Fund expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to timefunctions, the Administrator or its affiliates may Company will pay amounts or bear costs properly constituting Fund expenses as set forth herein or otherwise and that the Fund shall reimburse fees associated with such functions on a direct basis without profit to the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Fund. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund under this AgreementAdministrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income the Company’s investment adviser, MS Capital Partners Adviser LLC Inc. (in such capacity, the “Adviser”) ), pursuant to that certain Investment Advisory Agreement, dated as of September 30, 2024 the investment advisory agreement (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, settling, clearing, monitoring or holding or disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; escrow agent, distribution agent, transfer agent and custodial feesfees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal federal, state and state local registration fees; any stock exchange listing fees and fees payable to rating agencies; costs incurred in connection with the cost formation or maintenance of effecting any sales and repurchases of entities or vehicles to hold the FundCompany’s Shares and assets for tax or other securitiespurposes; U.S. federal, state and local taxes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇1940 Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders unitholders (including printing and mailing costs), the costs of any shareholdersunitholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Fund’s any fidelity bondbond required by applicable law; fees and expenses associated with marketing efforts; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund)Company, provided, that the Company will not bear such expenses to the extent, but only to the extent, that the relevant conduct is not indemnifiable under applicable law, including, if applicable, ERISA; direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. Notwithstanding the foregoing, to the extent the assets of the Company are treated as “plan assets” subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”), the Company shall not bear the expenses of any overhead costs of the Administrator or any other cost or expense not permitted under Title I of ERISA or Section 4975 of the Code. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for of the provision of the services provided by of the Administrator under this AgreementAdministrator, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, Administrator for the Fund’s allocable portion of certain costs and expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the Fund, as well as the actual cost of goods providing personnel and services used for the Fund and obtained by the Administrator from entities not affiliated with the Fundfacilities hereunder. The Administrator may also shall waive its right to be reimbursed for in the administrative services necessary for event that any such reimbursements would cause any distributions to the prudent operation Company’s stockholders to constitute a return of capital. If requested to perform significant managerial assistance to portfolio companies of the Fund performed by it Company, the Administrator will be paid an additional amount based on behalf of the Fund; services provided, howeverwhich shall not exceed the amount the Company receives from the portfolio companies for providing this assistance. In addition to the reimbursements set forth above, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund shall Company will bear all costs and expenses that are incurred in its operation, administration operations and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC the Company’s investment adviser (in such capacity, the “AdviserAdvisor”) ), pursuant to that certain the Second Amended and Restated Investment Advisory and Management Agreement, dated as of September 30August 27, 2024 2024, by and between the Company and the Advisor or any successor agreement (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: (i) “organization and offering expenses” of the Fund’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs Company associated with any public or private offerings this offering, as provided for in Conduct Rule 2310(a)(12) of the Fund’s common shares of beneficial interest Financial Industrial Regulatory Authority; (“Shares”ii) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party independent valuation firms or pricing services); out-of-pocket (iii) fees and expenses, including travel expenses, incurred by the Adviser, or members of its investment team, Advisor or payable to third parties, including agents, consultants or other advisors, in performing due diligence on prospective portfolio companies and companies, monitoring actual portfolio companies the Company’s investments (including the cost of consultants hired to develop technology systems designed to monitor the Company’s investments) and, if necessary, enforcing the FundCompany’s rights; (iv) costs and expenses related to the management fee formation and maintenance of entities or special purpose vehicles to hold assets for tax, financing or other purposes; (v) expenses related to consummated and unconsummated portfolio investments including, without limitation any reverse termination fees and any incentive liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (vi) debt servicing (including interest, fees and expenses related to the Company’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; (vii) offerings of the Company’s common stock (“Common Stock”) and the Company’s other securities; (viii) costs of effecting sales and repurchases of the Company’s Common Stock and other securities, if any; (ix) the Base Management Fee and any Incentive Fee (each as defined in the Investment Advisory Agreement); (x) dividends and other distributions on the Company’s Common Stock; (xi) fees payable, if any, under any distribution manager, intermediary manager or selected intermediary agreements; (xii) fees payable under the Company’s Distribution and Stockholder Servicing Plan adopted pursuant to Rule 12b-1 under the Investment Advisory Agreement; certain costs Company Act (the “Distribution and Stockholder Servicing Plan”) (xiii) fees and expenses relating to distributions paid by incurred in connection with the Fundservices of representatives, depositories, paying agents, transfer agents, escrow agents, dividend agents, trustees, rating agencies and custodians; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and (xiv) the allocated costs incurred by the Adviser Administrator in providing managerial assistance to those portfolio companies that request it; (xv) other expenses incurred by the Advisor, the Administrator, any Sub-Administrator or the Company in connection with administering its business, including payments made to third-party providers of goods or services and payments to the Administrator that will be based upon the Company’s allocable portion of overhead; (xvi) amounts payable to third parties parties, including representatives, depositories, paying agents, agents, consultants or other advisors, relating to, or associated with, evaluating, making or holding investments; the and disposing of investments (excluding payments to third-party vendors for financial information services and costs associated with subscriptions to data service, research-related subscriptions meeting potential sponsors); (xvii) fees and expenses associated with marketing efforts associated with the offer and quotation equipment sale of the Company’s securities (including attendance at investment conferences and services used similar events); (xviii) brokerage fees and commissions; (xix) federal, state and local registration fees, including those contemplated by the AIFM Directive or any national private placement regime in making or holding investmentsany jurisdiction; transfer agent and custodial fees; (xx) all costs of hedging; commissions registration and other compensation payable qualifying the Company’s securities pursuant to brokers or dealers; federal the rules and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases regulations of the Fund’s Shares and SEC or any other securitiesregulatory authority, including those contemplated by the AIFM Directive or any national private placement regime in any jurisdiction; U.S. (xxi) federal, state and local taxes; (xxii) independent trustee director fees and expenses; (xxiii) costs of preparing financial statements associated with the Company’s reporting and maintaining books compliance obligations under the Investment Company Act, applicable U.S. federal and recordsstate securities laws, costs of preparing tax returns, costs of including compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amendedamended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and attestation and the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); (xxiv) costs of preparing and filing reports or other documents with required by governmental bodies (including the SEC (or other regulatory bodiesSEC) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software), including registration and listing feesagency administering the securities laws of a state, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; (xxv) costs associated with individual or group stockholders, including the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders (stockholders, including printing costs and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the (xxvi) costs of specialty holding Board of Directors meetings and custom software expense stockholder meetings, and the compensation of professionals responsible for monitoring risk, compliance and overall investmentsthe foregoing; (xxvii) the FundCompany’s fidelity bond; (xxviii) outside legal expenses; (xxix) accounting expenses (including costs and fees of the Company’s independent accounting firm and fees, disbursements and expenses related to the audit of the Company and the preparation of the Company’s tax information); (xxx) directors and officers/errors and omissions liability insurance, and any necessary other insurance premiums; (xxxi) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses expenses; (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund); xxxii) direct fees costs and expenses associated with independent auditsof administration and operation, agencyincluding printing, consulting mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, audit and legal costs; (xxxiii) dues, fees and charges of any trade association of which the Company is a member; (xxxiv) costs of hedging, including the use of derivatives by the Company; (xxxv) costs associated with investor relations efforts; (xxxvi) proxy voting expenses; (xxxvii) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (xxxiii) fees, costs and expenses of winding upup and liquidating the Company’s assets; (xix) costs of preparing financial statements and maintaining books and records; and (xl) all other expenses reasonably incurred by either the Company, the Administrator or the Fund any Sub-Administrator in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon such as the Fund’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, including the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs costs, expenses, compensation and benefits of compensation paid toits chief compliance officer, or distributions received bychief financial officer, its Chief Financial Officergeneral counsel, Chief Compliance Officer, any of secretary and their respective staffs (but not including, for the avoidance of doubt, costs and expenses attributable to the Advisor’s investment professionals acting in such capacity to provide investment advisory and management services pursuant to the Investment Advisory Agreement), operations staff who provide services to the Fund Company, and any internal audit staff, to the extent internal audit performs a role in the FundCompany’s internal control assessmentsassessment required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; provided however, that any payments made by the Company for activities primarily intended to result in the sale of Common Stock will be paid pursuant to the Distribution and Stockholder Servicing Plan. The presence To the extent the Administrator outsources any of an item in or its absence from the foregoing list, on the one hand, and the list of Fund expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to timefunctions, the Administrator or its affiliates may Company will pay amounts or bear costs properly constituting Fund expenses as set forth herein or otherwise and that the Fund shall reimburse fees associated with such functions on a direct basis without profit to the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Fund. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund under this AgreementAdministrator.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for of the provision of the services provided by of the Administrator under this AgreementAdministrator, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Corporation shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, Administrator for the Fund’s allocable portion of certain costs and expenses incurred by the Administrator in performing its obligations under this Agreement, including the Fund’s allocable portion and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCorporation, as well as the actual cost of goods and services used for the Fund and obtained by the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from entities not affiliated with the Fundportfolio companies for providing this assistance. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund performed by it on behalf of the Fund; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Corporation shall bear all costs and expenses that are incurred in its operation, administration operation and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC the Corporation's investment adviser (in such capacity, the “"Adviser”") pursuant to that certain Investment Advisory Agreement, dated as of September 306, 2024 (as in effect from time to time, the “Investment Advisory Agreement”)2023, by and between the Fund Corporation and the Adviser, as amended from time to time (the "Advisory Agreement"), or another related agreement, written arrangement or set of policies; provided that the Corporation has commenced operations. For purposes of this Agreement, the date on which the Corporation has "commenced operations" shall be the date on which the Corporation has first called capital commitments of any subscribers of the Corporation who are not "affiliated persons" (as defined in the Investment Company Act) of the Adviser. Costs and expenses to be borne by the Fund include, but are not limited to, Corporation include those relating to: the Fund’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings : (a) organizational expenses of the Fund’s common shares of beneficial interest Corporation; (“Shares”b) and other securities; calculating individual asset values and the Fund’s net asset value (of the Corporation, including the cost and expenses of any third-party independent valuation services); out-of-pocket expenses, including travel expenses, firm or service; (c) fees and expenses incurred by the Adviser, or members of its investment team, or Adviser and payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation's investments, performing due diligence on prospective portfolio companies companies, and monitoring actual portfolio companies and, if necessary, in respect of enforcing the Fund’s rights; the management fee Corporation's rights with respect to investments in existing portfolio companies, or otherwise relating to, or associated with, evaluating and any incentive making investments, which fees payable under the Investment Advisory Agreement; certain costs and expenses relating include, among other items, due diligence reports, appraisal reports, research and market data services (including an allocable portion of any research or other service that may be deemed to distributions paid be bundled for the benefit of the Corporation), any studies commissioned by the Fund; Adviser and travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments, debt service and all other costs of borrowings or other financing arrangements (including fees and other expenses), and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation; (f) investment advisory and management fees and incentive fees; (g) administration fees and expenses payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts ; (h) fees payable to third parties parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making or holding investments; the investments in portfolio companies, including costs associated with subscriptions to data servicemeeting financial sponsors; (i) fees incurred by the Corporation for escrow agent, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent, dividend agent and custodial fees; costs of hedging; commissions fees and other compensation payable to brokers or dealers; expenses; (j) U.S. federal and state registration and franchise fees; ; (k) all costs of registration and listing of the Corporation's securities on any stock securities exchange, including in connection with any quotation or listing of the Corporation's securities on a national securities exchange listing fees and (including through an initial public offering) or a sale of all or substantially all of the Corporation's assets to, or a merger or other liquidity transaction with, an entity in which the Corporation's shareholders receive shares of a publicly traded company which continues to be managed by the Adviser or an affiliate thereof; (l) fees payable to rating agencies; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; ; (m) U.S. federal, state and local taxes; ; (n) independent trustee directors' fees and expenses; ; (o) costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; (p) costs associated with individual or group stockholders, including the costs of any stockholders' meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; (q) costs of preparing financial statements and maintaining books and records, ; (r) costs of preparing tax returnsand filing reports or other documents with the Securities and Exchange Commission, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies, and other reporting and compliance costs, and the costs associated with reporting and compliance obligations under the Investment Company Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing; (s) costs associated with compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended; (t) the Corporation's allocable portion of any fidelity bond, directors' and officers' errors and omissions liability insurance policies, and attestation and any other insurance premiums; (u) direct costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software), including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review administration, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs; (v) proxy voting expenses; (w) costs of effecting sales and any repurchases of shares of the foregoing; the costs of any reports, proxy statements or Corporation's common stock and other notices to the Fund’s shareholders securities; (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Fund’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Fund); direct x) fees and expenses associated with independent auditsmarketing efforts (including attendance at investment conferences and similar events), agency, consulting design and legal costs; website expenses; (y) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (z) commissions and other compensation payable to brokers or dealers; (aa) costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); (bb) indemnification payments; (cc) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with the business of the Corporation and the amount of any judgment or settlement paid in connection therewith; (dd) extraordinary expenses or liabilities incurred by the Corporation outside of the ordinary course of its business; (ee) costs of derivatives and hedging; (ff) certain costs and expenses relating to distributions paid on the shares of the Corporation's common stock; (gg) all fees, costs and expenses, if any, incurred by or on behalf of the Corporation in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; (hh) costs and expenses (including travel) in connection with the diligence and oversight of the Corporation's service providers; (ii) fees, costs and expenses of winding upup and liquidating the Corporation's assets; (jj) costs associated with technology integration between the Corporation's systems and those of the Corporation's participating intermediaries; (kk) all travel and related expenses of the Corporation's and Adviser's directors, officers, managers, agents and employees incurred in connection with attending meetings of the Board or holders of our securities or performing other business activities that relate to the Corporation; (ll) dues, fees and charges of any trade association of which the Corporation is a member; (mm) costs associated with events and trainings of the Board (including travel); (nn) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Corporation's assets for tax or other purposes; and (oo) any and all other expenses incurred by either the Corporation or the Administrator or the Fund in connection with administering the Fund’s Corporation's business, including payments made under this Agreement for administrative services that will be based upon the Fund’s Corporation's allocable portion (subject to the review and approval of the Corporation's independent directors) of the Administrator's overhead and other expenses incurred by in performing its obligations under the Administrator in carrying out its administrative services under this Administration Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, including rent and the Fund’s allocable portion of the costs of compensation paid tothe compensation, or distributions received bybenefits and related administrative expenses (including travel expenses) of the Corporation's officers who provide operational, its Chief Financial Officeradministrative, Chief Compliance Officerlegal, any of compliance, finance and accounting services to the Corporation, including the Corporation's chief compliance officer and chief financial officer, their respective staff staffs and other professionals employed by an affiliate of the Administrator who provide services to the Fund Corporation and any internal audit staffassist with the preparation, coordination, and administration of the foregoing or provide other "back-office" or "middle-office" financial or operational services to the extent internal audit performs a role in Corporation. Notwithstanding anything to the Fund’s internal control assessmentscontrary contained herein, the Corporation shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Corporation expenses set forth in Section 2(b) 2 of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Corporation for such expense under either agreementthis Agreement or the Advisory Agreement. To the extent the Administrator outsources any of its functions, the Corporation shall pay the fees associated with such functions on a direct basis without profit to the Administrator. For the avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund expenses as set forth herein or otherwise and that Corporation shall be responsible for the Fund shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by set forth in the Administrator or its affiliates on behalf foregoing clauses (a) through (oo) incurred subsequent to the formation of the Fund. The Administrator shall have Corporation, including during periods prior to the right to elect to waive all or a portion of date on which the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund under this AgreementCorporation commenced operations.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided; rather, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany and their respective staffs, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC K▇▇▇▇▇▇ ▇▇▇▇▇ Capital Holdings LLC, a Delaware limited liability company registered with the SEC (in such capacity, the “AdviserAdvisor”) pursuant to that certain Investment Advisory Agreement, dated as of September 30January 5, 2024 2023 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the AdviserAdvisor. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) and other securitiessecurities (including underwriting, placement agent and similar fees and commissions); calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the AdviserAdvisor, or members of its investment team, or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company, in monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies or otherwise related to, or associated with, evaluating and monitoring actual portfolio companies making investments and, if necessary, enforcing the FundCompany’s rights; expenses related to unsuccessful portfolio acquisition efforts; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other costs of borrowings or other financing arrangementsstaff, independent auditors, third-party investor hosting and similar platforms and service providers, and outside legal costs; and the allocated costs incurred by the Adviser Advisor in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial feesfees and expenses; costs of hedging; debt service and other costs of borrowings or other financing arrangements; interest payable on debt, if any, incurred to finance the Company’s investments and other fees and expenses related to the Company’s borrowings; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares common shares and other securities; all costs of registration and listing the Company’s common shares of beneficial interest on any securities exchange; U.S. federal, state and local taxes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs associated with individual or group shareholders; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s allocable portion of fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of liquidation, dissolution or winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its by the Company’s Chief Financial Officer, Chief Compliance Officer, any of Officer and their respective staff staffs who provide services to the Fund Company and any internal audit staff, to the extent internal audit performs a role in the FundCompany’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b3(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC AGL US DL Management LLC, the Company’s investment adviser (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30October 11, 2024 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; arrangement, debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making sourcing, evaluating, making, settling, clearing, monitoring, holding or holding disposing of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investmentsinvestments and dues and expenses incurred in connection with membership in industry or trade organizations; fees and expenses payable under any dealer manager agreements; escrow agent, distribution agent, transfer agent and custodial feesfees and expenses; costs of derivatives and hedging; commissions and other compensation payable to brokers or dealers; federal federal, state and state local registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares shares and other securities, including servicing fees; U.S. federal, state and local taxes; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; independent trustee fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; fees and expenses associated with marketing efforts; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and other utilities) and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rentto, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For the avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30[●], 2024 2020 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) stock and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares common stock and other securities; U.S. federal, state and local taxes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead and other expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the FundCompany’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund Company and any internal audit staff, to the extent internal audit performs a role in the FundCompany’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in [Section 2(b) )] of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income MS Capital Partners Adviser LLC Inc. (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 30[·], 2024 2019 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) stock and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the FundCompany’s Shares common stock and other securities; U.S. federal, state and local taxes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead the compensation paid to the Company’s Chief Financial Officer and other Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, notwithstanding that the Fund Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the FundCompany’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the FundCompany’s allocable portion of the cost of the Chief Financial Officer and Chief Compliance Officer of the FundCompany, as well as the actual cost of goods and services used for the Fund Company and obtained by the Administrator from entities not affiliated with the FundCompany. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Fund Company performed by it on behalf of the FundCompany; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Fund Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income MS Capital Partners Adviser LLC Inc. (in such capacity, the “Adviser”) pursuant to that certain Investment Advisory Agreement, dated as of September 3024, 2024 2020 (as in effect from time to time, the “Investment Advisory Agreement”), by and between the Fund Company and the Adviser. Costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the FundCompany’s initial organization costs and operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the FundCompany’s common shares of beneficial interest (“Shares”) stock, preferred stock and other securities; calculating individual asset values and the FundCompany’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the FundCompany’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the FundCompany; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings borrowings, senior securities or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Fund’s Shares and other securities; U.S. federal, state and local taxes; independent trustee director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs (including fees incurred with any compliance services and trade order management software)costs, including registration and listing fees, and the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices to the FundCompany’s shareholders stockholders (including printing and mailing costs), the costs of any shareholdersstockholders’ meetings and the compensation costs and expenses of investor relations personnel responsible preparations for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the FundCompany’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the FundCompany); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Fund Company in connection with administering the FundCompany’s business, including payments under this Agreement for administrative services that will be based upon the FundCompany’s allocable portion of overhead the compensation paid to the Company’s Chief Financial Officer and other Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to rent, the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs of compensation paid to, or distributions received by, its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Fund and any internal audit staff, to the extent internal audit performs a role in the Fund’s internal control assessments. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Fund Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Fund Company for such expense under either agreement. For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Fund Company expenses as set forth herein or otherwise and that the Fund Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the FundCompany. The Administrator shall have the right to elect to waive all or a portion of the reimbursement of such costs and expenses as Administrator is entitled to be paid by the Fund Company under this Agreement.