**
**Exhibit 10.4**

**AMENDED AND RESTAED TRANSFER AGENT SERVICING AGREEMENT**

**THIS AGREEMENT** is made and entered into as of the 1st day of December 2020, by and among **STONEPOINT CREDIT CORPORATION** (the “Fund ”), and **U.S. BANCORP****FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services**, a Wisconsin limited liability company (“Fund Services”). 

WHEREAS, the Fund changed its name from Stone Point Credit LLC to Stone Point Credit Corporation; 

WHEREAS the Fund and Fund Services entered into a certain Transfer Agent Servicing Agreement, dated November 30, 2020, which issuperseded and replaced with this Amended and Restated Transfer Agent Servicing Agreement. 

WHEREAS, the Fund is a closed-end management investment company that expects to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act” or the“Act”); 

WHEREAS, the Fund is authorized to offer and sell shares of the Fund’s common stock (collectively, the“Shares”); 

WHEREAS, Fund Services is, among other things, in the business of administering transfer agent functions for thebenefit of its customers; and 

WHEREAS, the Fund desires to retain Fund Services to provide transfer agent services. 

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receiptof which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 

 
**1.**
**Appointment of Fund Services as Transfer Agent**

The Fund hereby appoints Fund Services as transfer agent of the Fund on the terms and conditions set forth in this Agreement, and Fund Serviceshereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of Fund Services shall be confined to those matters expressly set forth herein, and no implied duties are assumed byor may be asserted against Fund Services hereunder. 

 
**2.**
**Services and Duties of Fund Services**

Fund Services shall provide the following transfer agent services to the Fund: 

 
 (1)
Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Actand other applicable regulations, and as specified in the Fund’s registration statement and other operative documents. 
**

 (2)
Process subscription agreements received from prospective holders of Shares (such holders of Shares,“Shareholders”). 

 
 (3)
Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to theFund’s custodian(s), and issue the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. 

 
 (4)
Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts atfinancial institutions. 

 
 (5)
Process tender offers and related repurchase requests received in good order and, where relevant, deliverappropriate documentation to the Fund. 

 
 (6)
Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeemingShareholders. 

 
 (7)
Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by theFund’s registration statement and other operative documents. 

 
 (8)
Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to bewithheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. 

 
 (9)
Make changes to Shareholder records, including, but not limited to, address changes. 

 
 (10)
Prepare ad-hoc reports as necessary at prevailing rates.

 
 (11)
Provide Shareholder account information upon Shareholder or Fund request and prepare and mail confirmations andstatements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. 

 
 (12)
Mail account statements and performance reports in a form approved by the Fund to Shareholders on a monthlybasis and shareholder reports on annual basis. 

 
 (13)
Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information required with respect todividends, distributions and repurchases for all shareholders. 

 
 (16)
Answer correspondence from shareholders, securities brokers and others relating to Fund Services’ dutieshereunder within required time periods established by applicable regulation. 

 
 (17)
Provide service and support to financial intermediaries including but not limited to trade placements,settlements and corrections. 

 
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 (18)
Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Sarbanes-Oxley Act of 2002 (“SOX Act”) or any rules or regulations promulgatedby the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. 

 
 (19)
In order to assist the Fund in satisfying the requirements of Rule38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under thisAgreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 1940 Act) involving Fund Services that affect or could affect the Fund. 

 
**3.**
**Lost Shareholder Due Diligence Searches and Servicing**

The Fund hereby acknowledges that Fund Services has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule17Ad-17 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Costs associated with such searches will be passed through to the Fund as a miscellaneous expense in accordancewith the fee schedule set forth in Exhibit A hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Fund herebyauthorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order tolocate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Fund hereby acknowledges that Fund Services is not a party to these arrangements and does not receive any revenue sharing or other fees relating tothese arrangements. Furthermore, the Fund hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder. Fund Services shall report, or arrange to havereported, to the Fund shareholder account information where such accounts or funds have been turned over to applicable state authorities. 

 
**4.**
**Anti-Money Laundering and Red Flag Identity Theft Prevention Programs**

The Fund acknowledges that it had an opportunity to review and consider the written procedures provided by Fund Services describing variousprocesses used by Fund Services which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying acustomer’s identity (collectively, the “Procedures”). Further, the Fund has determined that the Procedures, as part of the Fund’s overall anti-money laundering program and identity theft prevention program responsibilities, arereasonably designed to help: (i) prevent the Fund from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable provisions of the Bank SecrecyAct, the USA Patriot Act of 2001, the Fair and Accurate Credit Transactions Act of 2003, and the implementing regulations thereunder (together “AML Rules”). 

 
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Based on this determination, the Fund hereby instructs and directs Fund Services toimplement the Procedures, as applicable, on the Fund’s behalf, as such may be amended from time to time. It is contemplated that these Procedures will be amended from time to time by Fund Services and any such amended Procedures will beprovided to the Fund. Should the Fund desire that Fund Services perform services not provided for in the Procedures, such additional services and the associated cost must be specifically detailed in the attached fee schedule. 

The Fund acknowledges and agrees that although it is directing Fund Services to implement the Procedures on its behalf, Fund Services isimplementing the Procedures as a service provider to the Fund and the Fund is and remains ultimately responsible for complying with all applicable laws, rules, and regulations with respect to anti-money laundering, customer identification, identitytheft prevention, economic sanctions, and terrorist financing, whether under the AML Rules, or otherwise, such as, the establishment and board adoption of its own formal anti-money laundering program and the designation of its own anti-moneylaundering officer, as applicable. 

The Fund further acknowledges and agrees that certain portions of the Procedures are applicable tocertain products, entities, structures, or geographies and, accordingly, certain portions of the Procedures may not be implemented with respect to the Fund. The Fund has had the opportunity to discuss the Procedures with Fund Services, and the Fundunderstands and agrees which portions of the Procedures may not be implemented on behalf of the Fund. Without limitation of the foregoing, Fund Services shall not be responsible for providing anti-money laundering or customer identification serviceswith respect to certain intermediary or dealer-controlled customer accounts (i.e., level 0 sub-accounts through the Fund/SERV system operated by the National Securities Clearing Corporation) and other fundclient relationships where there is a sub-transfer agency or similar arrangement between the Fund and the intermediary. 

The Fund hereby directs, and Fund Services acknowledges, that Fund Services shall (i) permit federal regulators access to such informationand records maintained by Fund Services and relating to Fund Services’ implementation of the Procedures, on behalf of the Fund, as they may request, and (ii) permit such federal regulators to inspect Fund Services’ implementation ofthe Procedures on behalf of the Fund. 

 
**5.**
**Compensation**

Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth onExhibit A hereto (as amended from time to time by consent of both parties to this agreement). Fund Services shall be compensated for such miscellaneous expenses as are reasonably incurred by Fund Services in performing its duties hereunderand as are described in Exhibit A hereto. In the event that any additional requirements are imposed on Fund Services hereunder due to the adoption of any new or amended industry, regulatory or other applicable rules, the

 
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parties shall, acting in good faith mutually agree upon any additional compensation in respect thereof. The Fund shall pay all such fees and reimbursable expenses within 30 calendar daysfollowing receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Fund shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the Fund is disputing any amounts ingood faith. The Fund shall pay such disputed amounts within thirty (30) calendar days of the day on which the parties agree to the amount to be paid. Notwithstanding anything to the contrary, amounts owed by the Fund to Fund Services shall onlybe paid out of assets and property of the Fund involved. 

 
**6.**
**Representations and Warranties**

 
 A.
The Fund hereby represents and warrants to Fund Services, which representations and warranties shall be deemedto be continuing throughout the term of this Agreement, that: 

 
 (1)
The Fund is duly organized and existing under the laws of the jurisdiction of its organization, with full powerto carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; 

 
 (2)
This Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisiteaction and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights andremedies of creditors and secured parties; and 

 
 (3)
It is conducting its business in compliance in all material respects with all applicable laws and regulations,both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contractbinding it or affecting its property which would prohibit its execution or performance of this Agreement. 

 
 (4)
All records of the Fund provided to Fund Services by the Administrator or by a prior service provider of theFund are accurate and complete and Fund Services is entitled to rely on all such records in the form provided. 

 
 B.
Fund Services hereby represents and warrants to the Fund, which representations and warranties shall be deemedto be continuing throughout the term of this Agreement, that: 

 
 (1)
It is duly organized and existing under the laws of the jurisdiction of its organization, with full power tocarry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; 

 
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 (2)
This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with allrequisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting therights and remedies of creditors and secured parties; 

 
 (3)
It is conducting its business in compliance in all material respects with all applicable laws and regulations,both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contractbinding it or affecting its property which would prohibit its execution or performance of this Agreement; and 

 
 (4)
It is a registered transfer agent under the Exchange Act. 

 
**7.**
**Standard of Care; Indemnification; Limitation of Liability**

 
 A.
Fund Services shall exercise reasonable care in the performance of its duties under this Agreement. NeitherFund Services nor any of its affiliates or suppliers shall be liable for any error of judgment; mistake of law; fraud or misconduct by the Fund, the adviser or any other service provider to the Fund, or any employee of the foregoing; or for any losssuffered by the Fund, or any third party in connection with Fund Services’ duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond Fund Services’reasonable control, except a loss arising out of or relating to Fund Services’ refusal or failure to comply with the terms of this Agreement (other than where such compliance would violate applicable law) or from its bad faith, negligence, orwillful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if Fund Services has exercised reasonable care in the performance of its duties under this Agreement, the Fund shallindemnify and hold harmless Fund Services from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable and documented attorneys’ fees) that Fund Services may sustain or incur orthat may be asserted against Fund Services by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, (ii) in reliance upon any written ororal instruction provided to Fund Services by the Fund’s investment adviser or by any duly authorized officer of the Fund, as approved by the Board of Directors, except for any and all claims, demands, losses, expenses, and liabilities arisingout of or relating to Fund Services’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (other than where such compliancewould violate applicable law). This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Fund Services” shall includeFund Services’ directors, officers and employees. 

 
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Fund Services shall indemnify and hold the Fund harmless from and against any and allclaims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Fund may sustain or incur or that may be asserted against the Fund by any person arising out of any action taken oromitted to be taken by Fund Services as a result of Fund Services’ refusal or failure to comply with the terms of this Agreement, bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement (other thanwhere such compliance would violate applicable law). This indemnity shall be a continuing obligation of Fund Services, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term“Fund” shall include the Fund’s directors, officers and employees. 

The directors, officers and equityholders of the Fundshall not be liable for any obligations of the Fund under this Agreement, and Fund Services agrees that, in asserting any obligations of the Administrator or the Fund under this Agreement, it shall look only at the assets and properties of the Fund,as applicable, in settlement of such right or claim, and not to such directors, officers or equityholders. 

Neither party to thisAgreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement. 

In theevent of a mechanical breakdown or failure of communication or power supplies beyond its control, Fund Services shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. Fund Services shall aspromptly as possible under the circumstances notify the Fund in the event of any service interruption that materially impacts Fund Services’ services under this Agreement. Fund Services will make every reasonable effort to restore any lost ordamaged data and correct any errors resulting from such a breakdown at the expense of Fund Services as soon as practicable. Fund Services agrees that it shall, at all times, have reasonable business continuity and disaster recovery contingency planswith appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect Fund Services’ premisesand operating capabilities, books and records maintained on behalf of the Fund at any time during regular business hours of Fund Services, upon reasonable notice to Fund Services. Fund Services shall promptly notify the Fund upon discovery of anymaterial administrative error, and shall consult with the Fund about the actions it intends to take to correct the error prior to taking such actions. A “material administrative error” means any error which the Fund’s management,including its Chief Compliance Officer, would reasonably need to know to oversee Fund compliance. Moreover, Fund Services shall obtain and provide the 

 
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Fund, at such times as the Fund may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of Fund Services relating to the servicesprovided by Fund Services under this Agreement. Fund Services will provide an executive summary of its Business Continuity and Disaster Recovery Plans upon reasonable request of the Company. 

Notwithstanding the above, Fund Services reserves the right to reprocess and correct administrative errors at its own expense. 

 
 B.
In order that the indemnification provisions contained in this section shall apply, it is understood that if inany case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee willuse all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against anyclaim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in suchsituation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnifythe indemnitee except with the indemnitor’s prior written consent. No indemnitor shall, without the prior written consent of the indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, settle or compromise orconsent to the entry of any judgment with respect to any claim giving rise to a claim for indemnity hereunder if such settlement includes a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnitee.

 
 C.
The indemnity and defense provisions set forth in this Section 7 shall indefinitely survive thetermination and/or assignment of this Agreement. 

 
 D.
If Fund Services is acting in another capacity for the Fund pursuant to a separate agreement, nothing hereinshall be deemed to relieve Fund Services of any of its obligations in such other capacity. 

 
**8.**
**Data Necessary to Perform Services**

The Fund or its agent shall furnish to Fund Services the data necessary to perform the services described herein at such times and in such formas mutually agreed upon. For the avoidance of doubt, Fund Services agrees that, to the extent required in order to carry out any of its obligations hereunder, Fund Services will coordinate with all other service providers of the Fund as may berequested and authorized by the Fund, including each custodian of the Fund, as appropriate. If Fund Services is also acting in another capacity for the Fund, nothing herein shall be deemed to relieve Fund Services of any of its obligations in suchcapacity. 

 
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**9.**
**Proprietary and Confidential Information**

Fund Services agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information ofthe Fund, all records and other information relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders) including all shareholder trading information, and not to use such records and informationfor any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld whereFund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities provided that to the extent permitted by law, Fund Services shallprovide the Fund notice prior to such disclosures, or (iii) when so requested by the Fund. Records and other information which have become known to the public through no wrongful act of Fund Services or any of its employees, agents orrepresentatives, and information that was already in the possession of Fund Services prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, Fund Services will adhere to the privacy policies adopted bythe Fund pursuant to Title V of the Gramm Leach Bliley Act, as may be modified from time to time. In this regard, Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect thesecurity, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective informationsecurity program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies andprocedures reasonably designed to (a) ensure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, includingidentity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). TheInformation Security Program complies and shall comply with reasonable information security practices within the industry. Fund Services shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, orunauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). Fund Services shallpromptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determinedto be responsible for such Security Breach. 

In addition to, and without limiting the foregoing, Fund Services will promptly cooperate withthe Fund or any of their affiliates’ regulators at Fund Services expense (only if Fund Services is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limitedto investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. 

 
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Fund Services will provide the Transfer Agent with certain copies of third party auditreports (e.g., SSAE 16 or SOC 1) through access to Fund Services CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by Fund Services under this Agreement. The TransferAgent acknowledges and agrees that such reports are confidential and that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to suchreports. 

Fund Services shall be liable for any improper disclosure or use of the third party audit reports by its employees or serviceproviders. 

Notwithstanding the foregoing, Fund Services will not share any nonpublic personal information concerning any of theFund’s shareholders to any third party unless specifically directed by the Transfer Agent or allowed under one of the exceptions noted under the Gramm Leach Bliley Act. 

 
**10.**
**Records**

Fund Services shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deemadvisable and is agreeable to the Fund, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. Fund Services agrees that all such recordsprepared or maintained by Fund Services relating to the services to be performed by Fund Services hereunder are the property of the Fund and will be preserved, maintained, and made available in accordance with such applicable sections and rules ofthe 1940 Act and will be promptly surrendered to the Fund or their designee on and in accordance with its request. Fund Services agrees to provide any records necessary to the Fund to comply with the Fund’s disclosure controls and proceduresand internal control over financial reporting adopted in accordance with the SOX Act. Without limiting the generality of the foregoing, Fund Services shall cooperate with the Transfer Agent and assist the Fund, as necessary, by providing informationto enable the appropriate officers of the Fund to (i) execute any required certifications and (ii) provide a report of management on the Fund’s internal control over financial reporting (as defined in Sections 13a-15(f) or 15a-15(f) of the Exchange Act). Notwithstanding the foregoing, Fund Services may retain such copies of such records in such form as may be required to comply withany applicable law, rule, regulation, or order of any governmental, regulatory, or judicial authority of competent jurisdiction. 

 
**11.**
**Compliance with Laws**

The Fund has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance withthe Act, the Internal Revenue Code of 1986, the SOX Act, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its registration statement. Fund Services’ serviceshereunder shall not relieve the Fund of its responsibilities for assuring such compliance and oversight responsibility with respect thereto. 

 
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The foregoing shall not affect Fund Services’ responsibilities for compliance andrelated matters delegated to Fund Services by the Fund as expressly provided herein. Fund Services shall comply with changes to all regulatory requirements affecting its services hereunder to the Fund and shall implement any necessary modificationsto the services prior to the deadline imposed, or extensions authorized by, the regulatory or other governmental body having jurisdiction for such regulatory requirements. 

 
**12.**
**Term of Agreement; Amendment**

This Agreement shall become effective as of the date written above and will continue in effect for a period of two (2) years. ThisAgreement may be terminated by either party upon giving sixty (60) days’ prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may beterminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within fifteen (15) days of notice of such breach to the breaching party. This Agreement may not be amended ormodified in any manner except by written agreement executed by Fund Services and the Fund, and authorized or approved by the Board of Directors. 

 
**13.**
**Duties in the Event of Termination**

In the event that, in connection with termination, a successor to any of Fund Services’ duties or responsibilities hereunder is designatedby the Fund by written notice to Fund Services, Fund Services will promptly, upon such termination and, except in the case of a material breach by Fund Services, in which case all expenses shall be borne by Fund Services, at the expense of the Fund,transfer to such successor all relevant books, records, correspondence, and other data established or maintained by Fund Services under this Agreement in a form reasonably acceptable to the Fund (if such form differs from the form in which FundServices has maintained the same, the Fund shall pay any reasonable and documented expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision forassistance from Fund Services’ personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Fund. The Fund shall alsopay any fees associated with record retention and/or tax reporting obligations that Fund Services is obligated under applicable law, regulation, or rule to continue following the termination. 

 
**14.**
**Assignment**

This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that thisAgreement shall not be assignable by the Fund without the written consent of Fund Services, or by Fund Services without the written consent of the Fund accompanied by the authorization or approval of the Board of Directors. 

 
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**15.**
**Governing Law**

This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. To theextent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the Act orany rule or order of the SEC thereunder. 

 
**16.**
**Services not Exclusive**

Nothing in this Agreement shall limit or restrict either party hereto from providing services to or receiving services from other parties thatare similar or identical to some or all of the services provided hereunder. 

 
**17.**
**No Agency Relationship**

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or toconduct business in the name, or for the account, of the other party to this Agreement. 

 
**18.**
**Invalidity**

Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, asto such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties. 

 
**19.**
**Notices**

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on thedate delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile (so long as no error message is received inresponse thereto) transmission to the other party’s address set forth below: 

Notice to Fund Services shall be sent to: 

U.S. Bancorp Fund Services, LLC 

615 East Michigan Street 

Milwaukee, WI 53202 

 
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Facsimile: 866.234.6576 

and notice to the Fund shall be sent to: 

c/o Stone Point Credit Adviser LLC 

20 Horseneck Lane 

Greenwich,Connecticut 06830 

Attn: Gene Basov 

Email: gbasov@stonepoint.com 

 
**20.**
**No Third Party Rights**

Nothing expressed or referred to in this Agreement will be construed to give any third party (including, without limitation, shareholders ofany Fund) any legal or equitable right, remedy or claim under or with respect to this Agreement. 

 
**21.**
**Multiple Originals**

This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but suchcounterparts shall together constitute but one and the same instrument. 

 
**22.**
**Entire Agreement**

This Agreement, together with any exhibits, attachments, appendices or schedules expressly referenced herein, constitutes the entire agreementof the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, whether written or oral. 

**[Signature Page Follows]**

 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a dulyauthorized officer on one or more counterparts as of the date written above. 

 
**U.S. BANCORP FUND SERVICES, LLC**By: 
/s/ Anita Zagrodnik
Name: Anita ZagrodnikTitle: Senior Vice PresidentDate: 1/22/2021**STONE POINT CREDIT CORPORATION**By: 
/s/ Gene Basov
Name: Gene BasovTitle: Chief Financial Officer
Dated as of December 1, 2020 

 
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