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 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 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 Agreementand providing personnel and facilities hereunder, including the Fund’s allocable portion of the cost of the Chief Financial Officer costs and Chief Compliance Officer of the Fund, as well as the actual cost of goods and services used for the Fund and obtained expenses charged by any sub-administrator that may be retained by the Administrator from entities not affiliated with the Fund. The Administrator may also be reimbursed for the administrative to provide services necessary for the prudent operation of to the Fund performed by it or 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 principlesbehalf. (b) The Fund shall will bear all costs and expenses that are incurred in its operation, administration administration, and in the execution of its transactions and are not specifically assumed by Stone Point Credit Income Adviser LLC the Fund’s investment adviser, Benefit Street Partners L.L.C. (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”)2024, by and between the Fund and the AdviserAdviser (the “Advisory Agreement”). Costs and expenses to be borne by the Fund include, but are not limited to, those relating to: : (i) organization expenses and offering expenses, including third-party due diligence fees related to an offering; (ii) costs and expenses incurred in contracting with third parties on behalf of the Fund; (iii) the actual cost of goods and services used by the Fund and obtained from non-affiliated persons; (iv) administrative services expenses, including all costs and expenses incurred by the Adviser or its affiliates in fulfilling its duties hereunder, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services; provided, however, that no reimbursement shall be made for costs of such employees of the Adviser or its affiliates to the extent that such employees perform services related to the acquisition of investments; (v) expenses of organizing, amending, revising, converting, modifying or terminating the Fund or its declaration of trust or bylaws, or any of its subsidiaries; (vi) expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Fund, news and quotation subscriptions, and market or industry research expenses; (vii) the cost of calculating the Fund’s initial organization costs net asset value; (viii) the cost of effecting sales and operating costs incurred prior to the filing repurchases of its election to be regulated as a BDC; the costs associated with any public or private offerings shares of the Fund’s common shares of beneficial interest (“Shares”) stock and other securities; calculating individual asset values ; (ix) management and incentive fees payable pursuant to this Agreement; (x) expenses of managing and operating investments owned by the Fund’s net asset value , whether payable to an affiliate of the Fund or a non-affiliated person; (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 xi) fees payable to third parties, performing due diligence on prospective portfolio companies including agents, consultants and monitoring actual portfolio companies other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); (xii) expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses; (xiii) rating agency expenses; (xiv) expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person; (xv) distributions on 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; shares; (xvi) 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 Agreement; (xvii) the allocated costs incurred by the Adviser Administrator 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; ; (xviii) transfer agent and custodial fees; costs of hedging; commissions ; (xix) fees and other compensation payable to brokers or dealers; expenses associated with marketing efforts (including attendance at investment conferences and similar events); (xx) accounting, audit and tax preparation expenses; (xxi) federal and state registration fees; ; (xxii) any stock exchange listing fees fees; (xxiii) federal, state, local, and fees payable other taxes; (xxiv) costs and expenses incurred in relation to rating agencies; compliance with applicable laws and regulations and the cost of effecting any sales operation and repurchases administration of the Fund’s Shares and other securities; U.S. federal, state and local taxes; Fund generally; (xxv) independent trustee Trustees’ (as defined below) fees and expenses; , including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xxvi) brokerage commissions; (xxvii) costs of preparing financial statements government filings, including periodic and maintaining books and records, costs of preparing tax returns, costs of compliance current reports with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC SEC; (or other regulatory bodiesxxviii) 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; , trustees and officers/errors and omissions liability insurance, and any necessary other insurance premiums; extraordinary ; (xxix) indemnification payments; (xxx) expenses (such as litigation or indemnification payments or amounts payable pursuant relating to any agreement to provide indemnification entered into by the development and maintenance of the Fund); ’s website, if any, and other operations and technology costs; (xxxi) direct fees costs and expenses associated with of administration, including printing, mailing, copying, telephone, fees of independent audits, agency, consulting accountants and outside legal costs; costs of winding up; and and (xxxii) all other expenses incurred by either the Fund or the Administrator or the Fund in connection with administering the Fund’s business, including including, but not limited to, payments under this Agreement for administrative services that will be based upon the Fund’s allocable portion of the Administrator’s overhead and other expenses incurred by the Administrator in carrying out performing its administrative services obligations under this Agreement, including, but not limited to including rent, the fees and expenses associated with performing compliance functions, travel and the Fund’s allocable portion of the costs cost 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 listchief compliance officer and chief financial officer and their respective staffs, on the one handincluding operations and tax professionals, and the list of Fund expenses set forth administrative staff providing support services 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 respect 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 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 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.

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 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 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 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, estimates, 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 that are not specifically assumed by Stone Point Credit Income the Adviser LLC (in such capacity, the “Adviser”) pursuant to that certain the 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 operational and operating costs incurred prior to the filing of its election to be regulated as a BDCorganizational costs; 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 base management fee and any incentive fees payable under the Investment Advisory Agreement; calculating individual asset values and the Fund’s net asset value, including the cost and expenses of any third-party valuation services; fees and expenses payable to third parties relating to evaluating, negotiating, making and disposing of investments, including the Adviser’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews and risk analyses of prospective investments, monitoring investments and, if necessary, enforcing the Fund’s rights; 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 Fund’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 Fund’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; direct fees and expenses associated with independent audits, agency, consulting and legal costs and other professional fees and expenses of other experts (including, without limitation, consulting fees for, and other amounts payable to, senior or special advisers, certain other advisers, operating partners and other similar professionals incurred by a client for the benefit of such client or such client’s investments or portfolio companies); bank service fees; withholding and transfer fees; loan administration costs; costs incurred in connection with trademarks or other intellectual property; debt service and other costs of borrowings or other financing arrangements, including interest payable on debt and other borrowing costs, if any, incurred to finance the Fund’s investments; costs of effecting sales and repurchases of the Fund’s common shares and other securities; certain costs and expenses relating to distributions paid by the Fund; administration transfer agent and custody fees payable under this Agreement and any sub-administration agreementsexpenses, including, without limitation, the costs, fees and expenses associated with the opening, maintaining and closing of bank accounts, custodial accounts and accounts with brokers on the Fund’s behalf (including related expensesthe customary fees and charges applicable to transactions in such broker accounts); debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser Adviser, in such capacity and in its capacity as the Administrator, in providing managerial assistance to those portfolio companies that request it, including, without limitation, any compensation paid to individuals considered for nomination, nominated and/or appointed, and the Adviser’s request, to the board or credit committee of a portfolio company, and any costs incurred in connection with recruiting directors or members to serve on the board or credit committee of a portfolio company, public relations experts, “white papers,” lobbying organizations to the extent reasonably determined by the Adviser to be employed in connection with the Fund’s prospective investments, and public presentations; 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 other brokerage fees and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and similar expenses necessary for the Fund to receive, buy, sell, exchange, trade and otherwise deal in and with securities or other compensation payable assets (including, where applicable, expenses relating to brokers or dealers; federal spreads, short dividends, negative rebates, financing charges, and state registration feescurrency and other hedging costs); any stock exchange listing fees and fees payable to rating agencies; the cost sourcing or finder’s fees; costs and expenses of effecting any sales distributing and repurchases of placing interests in the Fund’s Shares common shares; federal, state and foreign registration fees (which can arise, for example, if a local jurisdiction requires a license or other securitiesregistration to do business); U.S. federal, state and local taxes; independent trustee fees and expensesexpenses of the Independent Trustees (as defined below); costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance associated with the ▇Fund’s reporting, legal, regulatory and compliance obligations, including, without limitation, under the 1940 Act and S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and attestation applicable U.S. federal, state, local, or other laws and regulations, 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 or communications to shareholders, including, without limitation, printing costs, 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 Fund’s shareholders ) or due diligence platform; costs and expenses in connection with monitoring (including printing with respect to environmental, social and mailing costsgovernance, cybersecurity, anti-corruption and similar functions), the complying with and performing any provisions in agreement with investors; anti-money laundering and sanctions monitoring expenses; costs of any shareholders’ holding shareholder meetings and meetings of the Board, including, without limitation, legal, travel, lodging and meal expenses and compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; board fees of the Board; the costs of specialty obtaining and custom software expense for monitoring risk, compliance and overall investments; maintaining the Fund’s fidelity bondbond and any other required fidelity bonding; trustees and officers’ errors and omissions and other liability insurance, and any necessary other insurance premiumsexpenses; costs associated with obtaining an order for SEC co-investment exemptive relief; litigation, indemnification and other non-recurring or extraordinary expenses (such as litigation whether actual, pending or indemnification payments threatened) or amounts payable pursuant any costs arising therefrom, and any judgments, fines, remediations or settlements paid in connection therewith; fees, costs and expenses related to any agreement governmental inquiry, investigation or proceeding directly or indirectly involving or otherwise applicable to provide indemnification entered into by the Fund, the Adviser or any of the Fund’s respective affiliates in connection with the Fund’s activities or any investment; direct and indirect costs and expenses of administration and operation, including printing, mailing, reporting, publishing, long distance telephone, staff, accounting, audit, compliance, tax and legal costs; accounting, audit and tax advice and preparation expenses (including preparation costs of financial statements, tax returns and reports to investors); 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, marketing efforts (including, but not limited to, reasonable out-of-pocket expenses incurred by the Adviser and its affiliates in attending meetings with shareholders or prospective shareholders); dues, fees and charges of any trade association of which the Fund is a member; the costs of any private or public offerings of the Fund’s common shares and other securities, including registration and listing fees, if any, and any other filing and registration fees; other expenses related to rentthe purchase, monitoring, syndication of co-investments, sale, settlement, custody or transmittal of the Fund’s assets (directly or through financing alternative investment subsidiaries or trading subsidiaries which the Fund may from time to time establish); wind-up and liquidation expenses; any administration fees payable under this Agreement and any sub-administration agreements, including related expenses; payments made under this Agreement to reimburse the Administrator for the fees and expenses associated with performing compliance functions, and the Fund’s allocable portion of the costs compensation of compensation paid tocertain of the Fund’s officers, or distributions received by, its including the Fund’s Chief Financial Officer, Chief Compliance OfficerOfficer and any administrative support staff; and all other expenses incurred by the Administrator, any of their respective staff who provide services to the Adviser or the Fund and any internal audit staff, to the extent internal audit performs a role in connection with administering the Fund’s internal control assessmentsbusiness, including payments made to third party providers of goods or services not required to be borne by the Adviser or another service provider pursuant to an agreement with the Fund. 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. 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 Fund under this 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 under this Agreement.

Compensation; Allocation of Costs and Expenses. (a) In full consideration for of the provision of the services provided Services of the Administrator, to the extent permitted by the Administrator under this AgreementERISA, if applicable, 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 and providing personnel and facilities to the Company hereunder. In addition, under this Agreementsuch circumstances, including to the Fund’s allocable portion extent permitted by ERISA, if applicable, the Company shall reimburse any affiliate of the cost of the Chief Financial Officer Administrator for any costs and Chief Compliance Officer of the Fund, as well as the actual cost of goods and services used for the Fund and obtained expenses incurred 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 such affiliate on behalf of the Fund; provided, however, the reimbursement shall be an amount equal to Administrator in connection with the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated provision of Services to the Fund on Company under this Agreement. Except as otherwise indicated in this Section 4, 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 directly and specifically related to its operation, administration 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 “Adviser”) ), pursuant to that certain Investment Advisory and Management Agreement, dated as of September 30[ ], 2024 (as in effect from time to time, the “Investment Advisory Agreement”), 2022 by and between the Fund Company and the AdviserAdviser (the “Investment Management Agreement”). Costs Furthermore, the Company will bear its own legal and other expenses incurred in connection with the Company’s formation and organization and the offering of its shares, including external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts (other than any placement fees, which will be borne by the Adviser directly). In addition to the Management Fee (as defined in the Investment Management Agreement) paid pursuant to the Investment Management Agreement, except as noted above, costs and expenses to be borne by the Fund Company include, but are not limited to, those relating to: the Fund’s initial organization : (i) all costs and operating costs incurred prior expenses with respect to the filing actual or proposed acquisition, financing, holding, monitoring, liquidation, winding up or disposition of the Company’s investments, including refinancings, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of custodians, transfer agents, brokers, finders, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator’s fees of third party administrators (subject to clause (xxiii) clause below) financing costs (including interest expenses) fees paid to third parties or to the Adviser or any affiliate to provide collateral management, debt servicing and other administrative services to special purpose vehicles that hold certain of the Company’s investments pledged as collateral to secure credit facilities extended to finance the Company’s loan portfolio”; (ii) expenses for liability insurance, including officers and independent directors liability insurance, cyber insurance and other insurance; (iii) extraordinary expenses incurred by the Company (including litigation); (iv) indemnification and contribution expenses provided, that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (v) taxes and other governmental fees and charges; (vi) administering and servicing and special servicing fees paid to third parties for the Company’s benefit; (vii) the cost of Company-related operational and accounting software and related expenses; (viii) cost of software (including the fees of third-party software developers) used by the Adviser and its election affiliates to be regulated track and monitor the Company’s investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to the Company); (ix) expenses related to the valuation or appraisal of the Company’s investments, including expenses incurred with respect to third party valuations (in the case that assets of the Company are treated as a BDC“plan assets” for purposes of ERISA); (x) risk, research and market data-related expenses (including software) incurred for the Company’s investments; (xi) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which the Company is subject or incurred in connection with any governmental inquiry, investigation or proceeding involving the Company; provided that the Company will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable; (xii) costs associated with any public or private offerings the wind-up, liquidation, dissolution and termination of the Fund’s common shares of beneficial interest Company; (“Shares”xiii) other legal, compliance, operating, accounting, tax return preparation and other securities; calculating individual asset values consulting, auditing and administrative expenses in accordance with this Agreement and the FundInvestment Management Agreement and fees for outside services provided to the Company or on the Company’s net asset value behalf; provided that if the assets of the Company are treated as “plan assets” for purposes of ERISA, the Company shall not incur such expenses or fees, if such expenses or fees arise in connection with such services, to the extent that they are performed by the Administrator (as opposed to any sub-administrator or Service Provider appointed by the Administrator); (xiv) expenses of the Board of Directors of the Company (including the cost reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and expenses consultants engaged by the Board of any third-party valuation services); Directors of the Company, as well as travel and out-of-pocket expensesexpenses related to the attendance by directors at meetings of the Board of Directors of the Company), to the extent permitted under applicable law, 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 andERISA, if necessary, enforcing applicable; (xv) annual or special meetings of the Fund’s rights; stockholders of the management fee and any incentive fees payable under Company (“Shareholders”); (xvi) the Investment Advisory Agreement; certain costs and expenses relating associated with preparing, filing and delivering to distributions paid by the Fund; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service Shareholders periodic and other costs reports and filings required under federal securities laws as a result 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; Company’s status as a BDC; (xvii) ongoing Company offering expenses; (xviii) federal and state registration fees; any stock exchange listing fees and fees payable pertaining 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; Company; (xix) costs of preparing financial statements Company-related proxy statements, Shareholders’ reports and maintaining books and records, notices; (xx) costs of preparing tax returns, costs of compliance associated with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, obtaining fidelity bonds 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 required by the Fund); direct fees and expenses associated with independent audits1940 Act; (xxi) printing, agency, consulting and legal costs; costs of winding up; mailing and all other similar direct expenses relating to the Company; (xxii) expenses incurred by either the Administrator in preparation for or the Fund in connection with administering (or otherwise relating to) any initial public offering or other debt or equity offering conducted by the Fund’s businessCompany, 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 rentexternal legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts. Pursuant to the Investment Management Agreement, investment-related expenses with respect to investments in which the Company invests together with one or more parallel funds (or co-investment vehicles) shall generally be allocated among all such entities on the basis of available capital for each such entity; provided that if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the fees and Adviser may allocate such 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, among such entities in 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 other manner 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 Adviser believes in good faith to be paid by the Fund under this Agreementfair and equitable.

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; 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) 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 hereunder, which shall be equal to an amount based on the Company’s allocable portion (subject to review and approval of the Board) of the Administrator’s overhead in performing its obligations under this Agreement, including allocable rent, and the Fund’s allocable portion of the cost of the Chief Financial Officer Company’s officers, including a chief financial officer and Chief Compliance Officer of chief compliance officer, if any, and their respective staffs. To the Fund, as well as the actual cost of goods and services used for the Fund and obtained by extent the Administrator from entities not affiliated with the Fund. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation outsources any of the Fund performed by it on behalf of the Fund; provided, howeverits functions to third parties, the reimbursement shall be an amount equal Company may pay the fees associated with such functions on a direct basis to such third parties without profit to the Administrator’s actual cost; and provided. b. Unless the Administrator, further, that such costs are reasonably allocated to the Fund on the basis one hand, or the Adviser, on the other, elect to bear or waive any of assetsthe following costs (in its sole and absolute discretion), revenues, time records or other method conforming with generally accepted accounting principles. (b) The Fund the Company shall bear all other costs and expenses that are incurred in its operation, administration and in the execution of its transactions operations and are not specifically assumed by Stone Point Credit Income Adviser LLC (in such capacitytransactions, the “Adviser”) pursuant to that certain Investment Advisory Agreementincluding, 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 towithout limitation, those relating to: : (i) 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 Company; (“Shares”ii) and other securities; calculating individual asset values and the Fund’s net asset value (including the cost and expenses of any third-party independent valuation servicesfirm); out-of-pocket ; (iii) expenses, including travel travel, entertainment, lodging and meal expenses, incurred by the Adviser, or members of its the investment teamteams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies and monitoring actual portfolio companies companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the FundCompany’s rights; ; (iv) fees and expenses incurred by the management fee Adviser (and its affiliates) or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s investments and monitoring investments and portfolio companies on an ongoing basis; (v) any incentive and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Company, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Company’s account and in making, carrying, funding and/or otherwise resolving investment guarantees); (vi) offerings, sales, and repurchases of the Company’s common shares of beneficial interest (the “Shares”) and other securities; (vii) fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any; (viii) investment advisory fees payable under Section 6 of the Investment Advisory Agreement; certain costs , dated [], 2025, by and expenses relating to distributions paid by between the Fund; Company and ▇▇▇▇▇▇▇▇▇ Asset Management LLC (the “Investment Advisory Agreement”); (ix) administration fees and expenses, if any, payable under this Agreement (including payments under this Agreement between the Company and the Administrator, based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief financial officer and chief compliance officer, and their respective staffs); (x) any applicable administrative agent fees or loan arranging fees incurred with respect to the Company’s portfolio investments by the Adviser, the Administrator or an affiliate thereof; (xi) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Company’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses); (xii) costs incurred in connection with investor relations, board of trustees relations, and with preparing for and effectuating a listing of the Shares on any securities exchange; (xiii) transfer agent, dividend agent and custodial fees and expenses; (xiv) federal and state registration fees; (xv) all costs of registration and listing the Shares on any securities exchange; (xvi) federal, state and local taxes; (xvii) fees and expenses of the members of the Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Adviser or of the Company (each, an “Independent Trustee”), including reasonable travel, entertainment, lodging and meal expenses, and any sublegal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees; (xviii) costs of preparing and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related to compliance-administration agreementsrelated matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Company and its activities; (xix) costs of any reports, proxy statements or other notices to shareholders, including related expenses; debt service printing costs; (xx) fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums; (xxi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs; (xxii) proxy voting expenses; (xxiii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company, including in connection with any distribution reinvestment plan or direct stock purchase plan; (xxiv) costs incurred in connection with the formation or maintenance of borrowings entities or vehicles to hold the Company’s assets for tax or other financing arrangements; and purposes; (xxv) the allocated costs incurred by the Adviser and/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 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 bodiesxxvi) 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 allocable fees and expenses associated with independent auditsmarketing efforts on behalf of the Company; (xxvii) all fees, agencycosts and expenses of any litigation involving the Company or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, consulting trustees and legal costs; officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the Company’s affairs; (xxviii) fees, costs and expenses of winding upup and liquidating the Company’s assets; and and (xxix) all other expenses incurred by either the Company, the Adviser or the Administrator or the Fund 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 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 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 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 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 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.