**
**Exhibit 10.13**

**SUB-ADMINISTRATION SERVICING AGREEMENT**

THIS AGREEMENT is made and entered into as of the 30th day of November 2020, by andbetween **STONE POINT CREDIT ADVISER LLC**, a Delaware limitied liability company (the “Administrator”), and **U.S. BANCORP FUND SERVICES, LLC d/b/a/ U.S. Bank Global Fund Services**, a Wisconsin limited liability company(“USBFS”). 

WHEREAS, the Administrator has entered into an Administration Agreement with Stone Point Capital Credit LLC, whichwill be renamed to Stone Point Credit Corporation (the “Fund”), that is a closed-end management investment company that has elected to be regulated as a business development company under theInvestment Company Act of 1940 (the “1940 Act”); 

WHEREAS, the Administrator desires to retain USBFS to provide sub-administrative services with respect to the Fund in the manner and on the terms hereinafter set forth; and 

WHEREAS, USBFS is willing to provide sub-administrative services with respect to the Fund on the termsand conditions hereafter set forth. 

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

 
**1.**
**Engagement of USBFS as Sub-Administrator**

The Administrator hereby engages USBFS to act as sub-administrator with respect to the Fund on theterms and conditions set forth in this Agreement, and USBFS hereby accepts such engagement and agrees to perform the services and duties set forth in this Agreement. 

 
**2.**
**Services and Duties of USBFS**

USBFS shall provide the following fund administration services: 

 
 A.
General Fund Management: 

 
 (1)
Act as liaison among all Fund service providers, including, but not limited to, custodians, transfer agents anddividend reinvestment plan administrators. 

 
 (2)
Supply non-investment related statistical and research data asrequested. 

 
 (3)
Coordinate the Fund’s Board of Directors’ (the “Board of Directors” or the“Directors”) communication: 

 
 a.
Prepare reports for the Board of Directors based on financial and administrative data provided by the Fund.

 
 b.
Prepare and distribute to appropriate parties notices announcing declaration of dividends and otherdistributions to shareholders. 

 
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 c.
Attend meetings and prepare minutes of meetings of the Board of Directors and fund shareholders.

 
 (4)
Audits: 

 
 a.
Prepare appropriate schedules and assist independent auditors. 

 
 b.
Provide information to the Securities Exchange Commission (the “SEC”) if requested, provided thatFund Services provides the Fund with advance notice of any such request by the SEC, and facilitate audit process. 

 
 c.
Provide office facilities, if necessary, in connection with such audits. 

 
 (5)
Monitor arrangements under shareholder services or similar plan. 

 
 (6)
Monitor and communicate activity under share repurchase or tender offer plans. 

 
 (7)
Keep the Fund’s governing documents, including its charter, bylaws and minute books, but only to theextent such documents are provided to USBFS by the Administrator, the Fund or its representatives for safe-keeping. 

 
 B.
Compliance: 

 
 (1)
Regulatory and Internal Revenue Service (the “IRS”) Compliance: 

 
 a.
Monitor compliance with the 1940 Act requirements applicable to business development companies and theFund’s status as a regulated investment company under Subchapter M, including: 

 
 (i)
Maintenance of books and records under Rule 31a-3 of the 1940 Act.

 
 (ii)
IRC Section 851 - 90% Qualifying income 

 
 (iii)
IRC Section 851 – Annual Distribution Requirement 

 
 (iv)
IRC Section 851 - Fund Diversification 

 
 (v)
Section 12(d)(1)(A) of the 1940 Act - Diversification Requirement 

 
 (vi)
Section 55(a) of the 1940 Act - 70% Eligible Assets Requirement 

 
 (vii)
Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act – 150% Asset CoverageRequirement 

 
 b.
Maintain awareness of applicable regulatory and operational service issues. 

 
 c.
Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Administrator in connection with: (i) any certification required of the Fund pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”) or any rules orregulations promulgated by the SEC thereunder, and (ii) the operation of USBFS’s compliance program as it relates to the Fund, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein.

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

 
 (2)
SEC Reporting: 

 
 a.
Prepare financial statements for inclusion in Form 10-Q, Form 10- K and Form 8-K filings, as applicable. 

 
 b.
Prepare and file fidelity bond under Rule 17g-1 of the 1940 Act.

 
 c.
Prepare and file reports and other documents required by the SEC and any U.S. stock exchanges on which theFund’s shares may be listed. 

 
 C.
SEC Inspections: 

 
 (1)
Assist in producing materials requested by the SEC. 

 
 (2)
Maintain records of all materials produced as requested by the SEC. 

 
 D.
Financial Reporting: 

 
 (1)
Provide financial data for inclusion in the Fund’s registration statements filed under the Securities Actof 1933 and/or Securities Exchange Act of 1934. 

 
 (2)
Supervise the maintenance of the Fund’s general ledger and the preparation of the Fund’s financialstatements, including oversight of expense payments, of the determination of net asset value of the Fund’s shares, and of the declaration and payment of dividends and other distributions to shareholders. 

 
 (3)
Compute the total return and expense ratio of the Fund and the Fund’s portfolio turnover rate.

 
 (4)
Prepare quarterly and annual financial statements, which include without limitation the following items:

 
 a.
Schedule of Investments. 

 
 b.
Consolidated Balance Sheet. 

 
 c.
Statement of Operations. 

 
 d.
Statement of Changes in Net Assets. 

 
 e.
Statement of Cash Flows. 

 
 f.
Notes to the quarterly and annual financial statements. 

 
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 g.
Financial highlights. 

 
 (5)
Coordinate certification requirements pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”).

 
 (6)
Compute total return calculations for market and net asset value. 

 
 (7)
Assist the Fund’s Chief Executive Officer and Chief Financial Officer in connection with establishing andmaintaining internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d(f) under the Securities Exchange Act of 1934 (the “1934 Act”))for the Fund. 

 
 E.
Tax Reporting: 

 
 (1)
File Form 1099 Miscellaneous for payments to Directors and other service providers. 

 
 (2)
Prepare tax schedules, which include without limitation the following items: 

 
 a.
Fiscal Distribution Schedule (including recorded ROSCOP journal entry to general ledger).

 
 b.
Excise Distribution Schedule. 

 
**3.**
**Compensation**

USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on ExhibitA hereto (as amended from time to time. USBFS shall also be reimbursed for such miscellaneous expenses as set forth on Exhibit A hereto as are reasonably incurred by USBFS in performing its duties hereunder. The Fund shall pay all suchfees and reimbursable expenses within thirty (30) calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Administrator and/or the Fund shall notify USBFS in writing withinthirty (30) calendar days following receipt of each invoice if the Administrator and/or the Fund is disputing any amounts in good faith. The Fund shall pay such disputed amounts within ten (10) calendar days of the day on which the partiesagree to the amount to be paid. 

 
**4.**
**Representations and Warranties**

 
 A.
The Administrator hereby represents and warrants to USBFS, 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 respective obligations hereunder; 

 
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 (2)
This Agreement has been duly authorized, executed and delivered by the Administrator in accordance with allrequisite action and constitutes a valid and legally binding obligation of the Administrator, 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; 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 organizational documents or anycontract binding it or affecting its property which would prohibit its execution or performance of this Agreement. 

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

 
 B.
USBFS hereby represents and warrants to the Administrator, 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; 

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

 
 (5)
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 organizational documents or anycontract binding it or affecting its property which would prohibit its execution or performance of this Agreement. 

 
**5.**
**Standard of Care; Indemnification; Limitation of Liability**

 
 A.
USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS norany of its affiliates or suppliers shall be liable for 

 
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any error of judgment; mistake of law; fraud or misconduct by the Administrator, the Fund,the investment adviser or any other service provider to the Administrator or the Fund, or any employee of the foregoing; or for any loss suffered by the Administrator, the Fund, or any third party in connection with USBFS’ duties under thisAgreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’ reasonable control, except a loss arising out of or relating to USBFS’ refusal or failure to comply with theterms of this Agreement (other than where such compliance would violate applicable law) or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of thisAgreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Administrator shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of anyand every nature (including reasonable and documented attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the serviceshereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by the Administrator or the Fund’s investment adviser or by any duly authorized officer of the theFund, as approved by the Board of Directors of the Fund, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’ refusal or failure to comply with the terms of this Agreement (other thanwhere such compliance would violate applicable law) or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the the Administrator, itssuccessors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’ directors, officers and employees. 

USBFS shall indemnify and hold the Administrator and the Fund harmless from and against any and all claims, demands, losses, expenses, andliabilities of any and every nature (including reasonable attorneys’ fees) that the Administrator or the Fund may sustain or incur or that may be asserted against the Administrator or the Fund by any person arising out of any action taken oromitted to be taken by USBFS as a result of USBFS’ 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 wheresuch compliance would violate applicable law). This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms the“Administrator” and the “Fund” shall include each entity’s directors, officers and employees. 

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

 
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Neither party to this Agreement shall be liable to the other party for consequential,special or punitive damages under any provision of this Agreement. USBFS shall promptly notify the Administrator upon discovery of any material administrative error, and shall consult with the Administrator about the actions it intends to take tocorrect the error prior to taking such actions. A “material administrative error” means any error which the Administrator or the Fund’s management, including its Chief Compliance Officer, would reasonably need to know to oversee Fundcompliance. 

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take allreasonable steps to minimize service interruptions for any period that such interruption continues. USBFS shall as promptly as possible under the circumstances notify the Administrator in the event of any service interruption that materially impactsUSBFS’s services under this Agreement. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS as soon as practicable. USBFS agrees that itshall, at all times, have reasonable business continuity and disaster recovery contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment isavailable. Representatives of the Administrator shall be entitled to inspect USBFS’ premises and operating capabilities, books and records maintained on behalf of the Fund at any time during regular business hours of USBFS, upon reasonablenotice to USBFS. Moreover, USBFS shall obtain and provide the Administrator, at such times as they may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to theservices provided by USBFS under this Agreement. USBFS will provide an executive summary of its Business Continuity and Disaster Recovery Plans upon reasonable request of the Company. 

Notwithstanding the above, USBFS 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

 
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 indemnitee shall in such situation 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 ormake any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. No indemnitor shall, without the prior written consent of the indemnitee, which consent shallnot be unreasonably withheld, conditioned or delayed, settle or compromise or consent 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 admissionof 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 5 shall indefinitely survive thetermination and/or assignment of this Agreement. 

 
 D.
If USBFS is acting in another capacity for the Administrator or the Fund pursuant to a separate agreement,nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity. 

 
**6.**
**Proprietary and Confidential Information**

USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of theAdministrator and the Fund all records and other information relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders) including all shareholder trading information, andnot to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Administrator, which approval shall not beunreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, provided that to the extentpermitted by law, USBFS shall provide the Administrator prior notice to such disclosure or when so requested by the Administrator. USBFS acknowledges that it may come into possession of material nonpublic information with respect to the Adminstratoror the Fund and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable insider trading laws. 

Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modifiedfrom time to time (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorizedaccess to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating toShareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security andconfidentiality of such 

 
8 

Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect againstunauthorized 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”). The Information Security Program complies and shallcomply with reasonable information security practices within the industry. Upon written request from the Administrator, USBFS shall provide a written description of its Information Security Program. USBFS shall promptly notify the Administrator inwriting of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and collectively for purposes ofthis provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost ofthe Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS shall promptly cooperate with the Administrator, the Fund or any of their affiliates’regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions andgiving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. 

USBFS will provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’sCCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and that itwill 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 such reports. 

USBFS shall be liable for any improper disclosure or use of the third party audit reports by its employees or service providers. 

Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Fund’s shareholders to anythird party unless specifically directed by the Administrator or allowed under one of the exceptions noted under the Act. 

 
**7.**
**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. However,this Agreement 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 the parties. 

 
9 

**8.**
**Records**

USBFS 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 Administrator, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such recordsprepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Administrator and/or the Fund, as applicable, and will be preserved, maintained, and made available in accordance with suchapplicable sections and rules of the 1940 Act and will be promptly surrendered to the Administrator and/or the Fund on and in accordance with its request. Fund on and in accordance with its request. USBFS agrees to provide any records necessary tothe Fund to comply with the Fund’s disclosure controls and procedures and internal control over financial reporting adopted in accordance with the SOX Act. Without limiting the generality of the foregoing, USBFS shall cooperate with the Fundand assist the Fund, as necessary, by providing information to 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 overfinancial reporing (as defined in Sections 13a-15(f) or 15a-15(f) of the 1934 Act). Notwithstanding the foregoing, USBFS may retain such copies of such records in suchform as may be required to comply with any applicable law, rule, regulation, or order of any governmental, regulatory, or judicial authority of competent jurisdiction. 

 
**9.**
**Governing Law**

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. To theextent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the1940 Act or any rule or order of the SEC thereunder. 

 
**10.**
**Duties in the Event of Termination**

In the event that, in connection with termination, a successor to any of USBFS’ duties or responsibilities hereunder is designated by theAdministrator by written notice to USBFS, USBFS will promptly, upon such termination, except in the case of a material breach by USBFS, in which case all expenses should be borne by USBFS, and at the expense of the Administrator, transfer to suchsuccessor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Administrator (if such form differs from the form in which USBFS has maintained thesame, the Administrator 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 for assistance from USBFS’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 Administrator. The Administrator shall also pay any feesassociated with record retention and/or tax reporting obligations that USBFS is obligated under applicable law, regulation, or rule to continue following the termination. 

 
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**11.**
**No Agency Relationship**

USBFS shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorizedherein, have no authority to act for or represent the Administrator or the Fund in any way or otherwise be deemed an agent of the Administrator or the Fund, or conduct business in the name, or for the account, of the Administrator or the Fund. 

 
**12.**
**Data Necessary to Perform Services**

The Administrator or its agents shall furnish to USBFS the data necessary to perform the services described herein at such times and in suchform as mutually agreed upon. If USBFS is also acting in another capacity for the Administrator or the Fund, nothing herein shall be deemed to relieve USBFS of any of its obligations in such capacity. 

 
**13.**
**Assignment**

This Agreement may not be assigned by either party without the prior written consent of the other party. 

 
**14.**
**Compliance with Laws**

The Administrator has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited tocompliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the SOX Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism of 2001 and the policies and limitations ofthe Fund related to its portfolio investments as set forth in its registration statement. USBFS’ services hereunder shall not relieve the Administrator of its responsibilities for assuring such compliance or the Board of Directors’oversight responsibility with respect thereto. 

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

 
**15.**
**Legal-Related Services**

Nothing in this Agreement shall be deemed to appoint USBFS and its officers, directors and employees as the Administrator’s or theFund’ attorneys, form attorney-client relationships or require the provision of legal advice. The Administrator acknowledges that in-house USBFS attorneys exclusively represent USBFS and rely on outsidecounsel 

 
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retained by the Administrator or the Fund to review all services provided by in-house USBFS attorneys and to provide independent judgment on theAdministrator’s or the Fund’s behalf. Because no attorney-client relationship exists between in-house USBFS attorneys and the Administrator or the Fund, any information provided to USBFS attorneysmay not be privileged and may be subject to compulsory disclosure under certain circumstances. USBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on abest efforts basis. 

 
**16.**
**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 USBFS shall be sent to: 

U.S. Bancorp Fund Services, LLC 

777 East Wisconsin Avenue 

MK-WI-J1S

Milwaukee, WI 53202 

Facsimile: 866.234.6576 

andnotice to the Administrator shall be sent to: 

Stone Point Credit Adviser LLC 

20 Horseneck Lane 

Greenwich,Connecticut 06830 

Attn: Gene Basov 

Email: gbasov@stonepoint.com

 
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**17.**
**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. 

 
**18.**
**Multiple Originals**

This Agreement may be executed in 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. 

 
**19.**
**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. 

 
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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. 

 
**Stone Point Credit Adviser LLC**   **U.S. Bancorp Fund Services, LLC**By: 
/s/ Gene Basov
   By: 
/s/ Anita Zagrodnik
Name: 
Gene Basov
   Name: 
Anita Zagrodnik
Title: 
Chief Financial Officer
   Title: 
Senior Vice President
Date: November 30, 2020   Date: 
12/7/2020

 
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**