Document

This Policy explains requirements and procedures that apply to all corporate Directors and Officers of Stone Point Credit Corporation (together with its subsidiaries, “SPCC”) and all Trustees and Officers of Stone Point Credit Income Fund (together with its subsidiaries, “SPCIF”) and Stone Point Credit Income Fund – Select (together with its subsidiaries, “SPCIF-S” and, each of SPCIF, SPCC and SPCIF-S, a “Company”), all employees (collectively, “Personnel”) and household and immediate family members of Personnel (collectively, “Insiders”) of a Company under United States laws about trading in securities of a Company (and in some cases in the securities of other companies). It also deals with responding to questions and the disclosure of certain types of confidential information about the Company's business and affairs.

Directors/Trustees and Officers of each Company: Read this Policy carefully. When you have completed your review, sign the attached acknowledgment form and return it to the applicable Company’s Chief Compliance Officer (“CCO”).

Contact the CCO of the applicable Company if at any time you have questions about this Policy or its application to a particular situation; or you plan to trade in the securities of a Company but are unsure about whether you are able to do so at the time.

Guidance concerning a request from someone outside either Company to answer questions or disclose information should be sought from a Company spokesperson as identified below. Guidance about special securities forms and reporting requirements by Directors/Trustees and certain Officers of a Company (each a “Section 16 Person”) should contact the CCO prior to undertaking any transactions in securities of a Company.

Disclosing material non-public information to outsiders, including family members and others (tipping), who then trade in the Company's securities or the securities of another company on the basis of that information (see separate guidelines under the Company’s Regulation FD Compliance Procedures Policy under the BDC Compliance Manual); and

With respect to Section 16 Persons, earning “short-swing profits” (as covered by Section 16 of the Securities Exchange Act of 1934 (“1934 Act” or “Exchange Act”) through trading in a Company's equity securities whether or not in possession of non-public inside material information. Any such profits, which generally involve a purchase and sale or a sale and purchase (or any number of these transactions) within any six-month period, must be disgorged to the Company by the applicable Section 16 Person. See “Short-Swing Trading Profits and Short Sales” below

Answering questions or providing information about a Company and its affairs to Company outsiders unless you are specifically authorized to do so, or it is a regular part of your position (see separate guidelines under the Company’s Regulation FD Compliance Procedures under the BDC Compliance Manual).

In addition, each Company’s Section 16 Persons are required to file certain Forms with the Securities and Exchange Commission (the “SEC”) in connection with various events. See “Reporting and Form Filing Requirements” below.

The CCO can help provide information to its Section 16 Persons concerning these requirements, the filing of needed Forms, and other information as required. Consult with the CCO regarding any questions you have in this area.

A significant concept of the federal securities laws (including Rule 10b-5 under the 1934 Act) prohibits corporate insiders in possession of material non-public information with respect to their company from engaging in transactions in its securities. If the information involves another company (such as in a merger situation), an insider may not trade in that other company's securities as well.

“Insiders” - An “insider” includes not only corporate Directors/Trustees and Officers, but also persons such as a non-officer employee who, because of a special relationship or position within the Company, learns of material undisclosed information. Depending on the circumstances, an insider could include a member of senior management or mailroom or messenger employee who sees or hears something while carrying out normal duties.

“Materiality” and “Non-Public Information” - Information is “material” for the purposes of the federal securities laws and this Policy if there is a substantial likelihood that a reasonable investor would consider the information important in deciding to buy or sell a security. For example, information that, when disclosed, is likely to have a direct effect on a security’s price should be treated as material. In addition to the following, other types of information may also be “material” and “non-public information” at any particular time depending upon the circumstances.

The fact that an acquisition candidate, business unit divestiture, joint venture, tender offer or other restructuring activity is being evaluated or considered, that discussions or negotiations are in progress, or that such a transaction is being undertaken;

A significant disruption in the Company’s operations or loss, potential loss, breach or unauthorized access of its property or assets, including its facilities and information technology infrastructure; and

Until this type of material non-public information becomes public, a Company Director/Trustee, Officer or other Insider with knowledge of it may not trade in the Company's securities. In addition, to the extent that an Insider, through his or her position obtains material non-public information concerning another company, the Insider may not use that information and trade in that company's securities.

Second, the information disseminated must be some form of “official” announcement. In other words, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the information is accurate.

Third, after the information has been disseminated, a period of time must pass sufficient for the information to be assimilated by the general public. As a general rule, at least 48 hours must elapse between the wide dissemination of information and when that information may be considered public.

Periods During Which Trading is Not Permitted - Even after non-public information is disclosed, an Insider must wait until a sufficient time has passed before trading in such Company's securities. This is to permit the market (and investors) to digest and to make their own investment decisions with knowledge of the information.

2. Commencing on the third business day after the filing of the Company’s annual financial statements (10-K) and for a period ending at 4:01 p.m. Eastern Time on the seventh business day prior to the Company’s next succeeding fiscal quarter, assuming that no material nonpublic information has been obtained in the meantime; or

3. On a quarter-by-quarter basis, the trading window as defined above may be extended for a specified amount of time upon the discretion and approval by a majority of the Board of Directors and a majority of Independent Directors.

SPCIF and SPCIF-S have each adopted a policy that an Insider who is not otherwise in possession of material non-public information may only purchase or sell SPCIF or SPCIF-S securities during the period2.

Given the limitations on trading outlined herein and the potential difficulty in the interpretative nature of the guidance, if an employee, officer or director wishes to trade in a Company’s securities, such transactions must be pre-approved by the CCO’s Office in accordance with the Company’s Trading Pre-Approval Procedures.

The securities trading policy at each Company is clear – any individual who believes they have individual knowledge of material nonpublic information is precluded from trading even during an open trading window period. Furthermore, if an individual in possession of material, nonpublic information, must not “tip” or disclose such information to others. Violations of this policy should be reported to the CCO, your supervisor or a senior officer of the Company.

“Tipper” and “Tippee” Liability - Not only are insiders forbidden to use material non-public information about a Company to trade in its securities for their own advantage, but they may not give such information to another person who will trade in the applicable securities. An outsider can include friends, business associates, a spouse or a family member. Both the tipper and tippee can be held liable for insider trading violations of this kind.

Proprietary Information - Each Company, like most businesses, has developed and continues to develop proprietary and confidential information. In the course of business operations, you may become aware of proprietary, confidential or other nonpublic information regarding a Company. You may not disclose or otherwise use any proprietary, confidential or nonpublic information of any kind acquired as a result of your association with a Company except, of course, for or on behalf of such Company. This obligation applies whether that information relates to the Company (including its affiliates) or another organization (such as a consumer or lender) and continues even after you are no longer associated with the applicable Company. If you have a question as to whether information is proprietary, confidential or nonpublic, you must contact the CCO. You must abstain from disclosing or otherwise using such information until you are informed that its disclosure or other use is permitted.

Further, if someone from outside a Company, such as the news media or a securities analyst or stockholder, asks questions relating to such Company’s business, policies or practices, either directly or through another person, do not answer them. Instead, refer media inquiries to the firm’s Investor Relations group, with a copy to the Companies’ President and CCO, and investor and analyst inquiries to the Companies’ Chief Financial Officer (see separate guidelines under the Companies’ Regulation FD Compliance Procedures).

An Insider may adopt a predetermined trading plan that satisfies the requirements of Rule 10b5-1 of the 1934 Act (a “10b5-1 plan”), subject to pre-approval thereof by the applicable Company. A properly executed 10b5-1 plan allows Insiders (including the Company) to trade (buy and sell) Company securities even during black-out periods.

General Rule – “Awareness” - Rule 10b5-1 was designed in part to make it easier for the SEC to prosecute claims of illegal insider trading and generally provides that a person need only be aware of material nonpublic information at the time of a purchase or sale – rather than actually use such information – to be liable for securities fraud.

Affirmative Defense for Predetermined Trading Plans Rule – Rule 10b5-1 goes on, however, to provide an affirmative defense to claims of trading on the basis of material nonpublic information. The rule expressly provides that a corporate insider may buy or sell securities while in possession of material nonpublic information – without being deemed to have traded on the basis of such information – so long as the insider can demonstrate that the trades were made pursuant to a predetermined trading plan put into place before the insider became aware of the information.

Delegate complete discretion to a third party (which third party has no knowledge of material non-public information) to determine how, when and whether to effect a transaction and not permit the insider to exercise any subsequent influence.

Subject to Company and broker approval, an insider may make changes to a predetermined trading plan at a time when the insider is not aware of material nonpublic information; any such changes will be deemed to be the creation of a new 10b5- 1 plan.

If material nonpublic information is known to the insider at the original or subsequent change in the Plan, the affirmative defense is lost for subsequent trades and may be retroactively lost for trades already completed.

The open window of opportunity to finalize new or any changes to trading parameters under a 10b5-1 plan is consistent with the open trading window periods described above, including that the insider has no material nonpublic information at the time of such changes.

Under Section 16 of the 1934 Act, Section 16 Persons must file forms with the SEC when they engage in certain transactions involving the applicable Company's equity securities. In this context, in addition to basic traditional equity interests such as common stock, “equity securities” of a Company also include any securities

that are exchangeable for or convertible into, or that derives their value from, an equity security of such Company. These other securities are known as derivative securities, and include options, warrants, convertible securities, and stock appreciation rights.

Form 3: Initial Beneficial Ownership Statement. A person who becomes a Section 16 Person of a Company must file a Form 3 within 10 days of becoming a Director/Trustee or Section 16 Person, even if the Director/Trustee or Section 16 Person does not own any of such Company’s equity securities at the time.

Form 4: Changes of Beneficial Ownership Statement. As long as a person remains a Section 16 Person, and for up to six months after a person no longer holds such a position with a Company, a Form 4 must be filed no later than the end of the second business day following the day on which a transaction in the equity securities of such Company occurs (including stock option exercises).

Short-Swing Trading Profits - In order to discourage Section 16 Persons from profiting through short-term trading transactions in equity securities of a Company, Section 16(b) requires that any “short-swing profits” be disgorged to the applicable Company. “Short-swing profits” are profits that result from any purchase and sale, or sale and purchase of a Company's equity securities by a Section 16 Person within a six-month period unless there is an applicable exemption. It is important to note that this rule applies to any matched transactions in such Company's securities, not only a purchase and sale or sale and purchase of the same shares. Furthermore, pursuant to the SEC's rules, the “statutory profit” is determined so as to maximize the amount that the Section 16 Person must disgorge, and this amount may not be offset by any losses realized.

- As indicated, to come within the short-swing rules, a purchase and sale (or sale and purchase) within a six month period are matched to determine profit (if any).Under Rule 16b-3 certain transactions involving acquisitions of equity securities under employee benefit plans are not counted as “purchases” for purposes of determining short-swing profits liability, provided that the benefit plan meets various statutory requirements.

Prohibition Against Short-Sales - A transaction in certain options is, in effect, a bet on the short-term movement of a Company’s securities and therefore creates the appearance that a Director/Trustee or Officer is trading on the basis of material non-public information. Transactions in options also may focus the Director’s/Trustee’s or Officer’s attention on short-term performance at the expense of the Company’s long-term objectives. Directors/Trustees and Officers are prohibited from making “short sales” of the Company's equity securities and from transacting in puts, calls or other derivative securities, on an exchange or in any other organized market. A short sale has occurred if the seller:

Under the 1933 Act, Directors/Trustees and Officers who wish to sell Company securities must comply with the requirements of Rule 144, or register the sale of such securities under the 1933 Act. “Securities” under Rule 144 (unlike under Section 16) are broadly defined to include all securities, not just equity securities. Therefore, the Rule 144 requirements apply not only to common and preferred stock, but also to bonds, debentures and any other form of security. The requirements of Rule 144 apply whether or not the securities to be sold were previously registered under the 1933 Act, except for the minimum holding period (which applies only to securities that were acquired directly or indirectly from the issuer in a transaction that was not registered under that 1933 Act).

1. Current public information. There must be adequate current public information available regarding the Company. This requirement is satisfied only if the Company has filed all reports required by the 1934 Act during the twelve months preceding the sale.

2. Manner of sale. The sale of Company securities by a Director/Trustee or Officer must be made in an open market transaction through a broker at the prevailing market price for no more than the usual and customary brokerage commission. Furthermore, the broker may not solicit nor arrange for the solicitation of customers to purchase the securities.

4. Notice of proposed sale. If the amount of securities proposed to be sold by a Director/Trustee or Officer during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the Officer or Director/Trustee must file a notice of sale with the SEC and on Form 144 prior to, or concurrently with, the placing of the order to sell securities.

5. Holding Periods. Any securities of a Company acquired directly or indirectly from such Company in a transaction that was not registered with the SEC under the 1933 Act (restricted securities) must be held for six months prior to reselling such securities. There is no minimum holding period under Rule 144 for securities that were not acquired directly or indirectly from a Company in a public offering, registered under the 1933 Act.

In certain situations (e.g., securities acquired through stock dividends, splits or conversions), “tacking” is permitted, that is, the new securities will be deemed to have been acquired at the same time as the original securities.

In many situations, Directors/Trustees and Officers may find themselves the recipient of questions concerning various activities of a Company. Such inquiries can come from the media, stock exchanges and others regarding a Company's business, rumors, trading activity, current and future prospects and plans, acquisition or divestiture activities and other similar important information.

Only Authorized & Designated Spokespersons of the applicable Company may answer questions about or disclose information concerning such Company. Once disclosure has been authorized and/or commenced, Rule 10b-5 of the 1934 Act prohibits Company personnel from making any untrue statements of material facts or, when making a disclosure, omitting a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading (see separate guidelines under the Company’s Regulation FD Policy under the BDC Compliance Manual).

In applying this Policy concerning disclosing Company information to the public, or answering questions about a Company, the following procedures have been established. They must be followed by all employees in handling inquiries seeking information concerning a Company:

Each Company's Authorized & Designated Spokespersons are the Chairman, President or CFO. These spokespersons have been specially briefed and trained regarding the rules and requirements of the securities law and Company Policy on responding to inquiries from outside the Company.

Directors/Trustees and Officers other than the Authorized & Designated Spokespersons may respond to outside inquiries only if they are authorized to do so in a particular case, or if their job responsibilities include responding to questions.

Care should be taken not to make statements such as “the Company knows of no such corporate development.” Even if the Company knows nothing at the time such a statement is made, by making such a statement, it may be undertaking an affirmative disclosure obligation if the facts change.

The seriousness of securities law violations is reflected in the penalties that it carries. A Director's/Trustee’s resignation may be sought, or an Officer or other Insider will be subject to possible Company disciplinary action up

to and including termination of employment. In addition, the Company itself and individual Directors/Trustees, Officers or employees may be subjected to both criminal and civil liability. Criminal penalties can be up to a maximum of $5 million and 20 years in jail.

Because of the technical nature of some aspects of the federal securities laws, all Directors/Trustees and Officers should review this material carefully and contact the CCO prior to engaging in any transaction in a Company's securities which might be in conflict with the securities law and this Company Policy. Contact an Authorized & Designated Spokespersons for guidance on the rules about responding to questions or requests for information from outsiders, and the CCO regarding any securities law required reporting or form-filing requirements.