SecProbe.io

CORRESP
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    1900 K Street, NW

Washington, DC 20006-1110

    +1 202 261 3300 Main

    +1 202 261 3333 Fax

    www.dechert.com

    WILLIAM J. BIELEFELD

    William.bielefeld@dechert.com

    +1 202 261 3386 Direct

    +1 202 261 3333 Fax

October 11, 2024

Lisa N. Larkin

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-0504

 Re: Stone Point Credit Income Fund

Registration Statement on Form 10

File No. 000-56676

Dear Ms. Larkin:

We are writing in response to comments provided
on September 16, 2024, with respect to the registration statement on Form 10 filed with the Securities and Exchange Commission
(the “SEC”) on August 15, 2024 (as amended, the “Registration Statement”) on behalf of Stone Point Credit
Income Fund (the “Fund”), a closed-end management investment company that has elected to be treated as a business development
company (“BDC”). Changes to the Registration Statement noted below will be reflected in a subsequent submission of the Registration
Statement. The Fund has considered your comments and has authorized us, on its behalf, to make the responses discussed below. Capitalized
terms have the meanings attributed to such terms in the Registration Statement.

On behalf of the Fund, set forth below are the
SEC Staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

Legal Comments

Page i – Explanatory Note

 1. In the first paragraph, disclosure states that the Fund intends to elect to be regulated as a business
development company under the Investment Company Act of 1940 (“1940 Act”). Please tell us your plans for filing Form N-54A.

Response
1. The Fund respectfully acknowledges the Staff’s comment and confirms that the Fund has filed a Form N-54A as of
October 11, 2024.

 2. In the third paragraph, disclosure describes the requirements to which the Fund will be subject once the
registration statement is effective. Please add the following sentence, “Upon the effective date of this Registration Statement,
we will also be subject to the proxy rules in Section 14 of the Exchange Act, and our trustees, officers and principal shareholders
will be subject to the reporting requirements of Sections 13 and 16 of the Exchange Act.”

   Lisa N. Larkin

October 11, 2024

Page 2

Response
2. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

 3. In the last bullet-pointed section, please add the following:

 A. The Fund intends to invest primarily in privately-held companies for which very little public information
exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variations in operating
results.

Response
3.A. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

 B. The privately-held companies and below-investment-grade securities in which the Fund will invest will
be difficult to value and are illiquid.

Response
3.B. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

Page 1 – The Fund; Investment Objective
and Strategy

 4. The Fund’s name includes “credit,” which is a type of investment. The name is therefore
subject to rule 35d-1 of the 1940 Act.

 A. Please add an 80% policy to include credit investments, and disclose what qualifies as a credit investment
(e.g., debt).

Response
4.A. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement to reflect an
80% policy pursuant to Rule 35d-1 under the 1940 Act.

 B. Please add disclosure regarding whether a change in the 80% policy is subject to 60 days’ notice
or requires shareholder approval.

Response
4.B. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

 C. Please confirm that the Fund will not include unfunded commitments or equity investments in its 80% policy.

Response
4.C. The Fund respectfully acknowledges the Staff’s comment and confirms that the Fund will not include unfunded commitments
or equity investments in its 80% policy.

   Lisa N. Larkin

October 11, 2024

Page 3

 5. In the fourth paragraph, disclosure states that the Fund may invest without limit in originated or syndicated
debt. Please describe the differences between “originated debt” and “syndicated debt” using clear, concise language.

Response
5. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

 6. In the fifth paragraph, disclosure refers to “leveraged buyouts” and the Adviser’s “targeted
outbound search model.” Please describe these terms using clear, concise language.

Response
6. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

 7. In the fifth paragraph, disclosure refers to “sourcing attractive investment opportunities.”
Please disclose how long it is expected to take to fully invest net proceeds in accordance with the Fund’s investment objectives
and policies, the reasons for any anticipated lengthy delay in investing the net proceeds, and the consequences of any delay.

Response
7. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

Page 2
 – The Fund; Investment Objective and Strategy

 8. In the first paragraph, disclosure refers to “other similar transactions.” Please clarify
what such transactions may be.

Response
8. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

 9. In the second paragraph, disclosure states that the Fund may enter into one or more warehousing transactions.

 A. Please tell us whether any of the entities involved in a warehousing transaction may be affiliated with
the Fund or the Adviser. See section 2(a)(3) of the 1940 Act. To the extent there is any affiliation, please provide an analysis
of whether any of the warehousing transactions between the Fund and other entities may constitute a joint enterprise or other joint arrangement
within the meaning of rule 17d-1 under the 1940 Act.

Response
9.A. The Fund respectfully acknowledges the Staff’s comment and supplementally advises the Staff that neither the Fund,
nor the Adviser, nor any of their affiliates have entered into nor do they currently propose to enter into any transaction meeting the
description set forth above.

   Lisa N. Larkin

October 11, 2024

Page 4

 B. Please tell us whether affiliates of the Fund or Adviser may enter into any agreements, including back-stop
style agreements, with any entities involved in warehousing transactions.

Response
9.B. The Fund respectfully acknowledges the Staff’s comment and supplementally advises the Staff that neither the Fund,
nor the Adviser, nor any of their affiliates have entered into nor do they currently propose to enter into any transaction meeting the
description set forth above.

 C. Please tell us whether the Fund intends to rely on its co-investment exemptive order to engage in warehousing
transactions and, if so, provide the legal basis for such reliance.

Response
9.C. The Fund respectfully acknowledges the Staff’s comment and confirms that it does not intend to rely on the exemptive
relief granted by the SEC to certain affiliates of the Fund on June 14, 2022, with respect to the warehousing transactions.

 D. Please provide a legal analysis of whether or not the warehousing transactions may constitute “unfunded
commitment agreements” as defined in rule 18f-4 under the 1940 Act.

Response
9.D. The Fund respectfully acknowledges the Staff’s comment and supplementally advises the Staff that it does not expect
that any warehousing transaction would fall within the definition of “unfunded commitment agreements” as defined in Rule 18f-4
under the 1940 Act.

Page 3 – The Adviser

 10. In the first paragraph, disclosure refers to a resource sharing agreement between Stone Point Capital
and the Adviser. Please explain how the agreement operates and why it is not an advisory contract within the meaning of the 1940 Act.
In your response, please address:

 A. Specific services Stone Point Capital and its employees will provide on the Adviser’s behalf and
why those services do not amount to advisory services provided to the Fund;

 B. The extent to which the Adviser will depend on Stone Point Capital’s personnel;

   Lisa N. Larkin

October 11, 2024

Page 5

 C. Whether Stone Point Capital personnel who provide investment advice with respect to the Fund will be supervised
persons of the Adviser under section 202(a)(25) of the Investment Advisers Act of 1940;

 D. Whether and what fees are paid to Stone Point Capital and by whom and whether they are paid pursuant to
the resource sharing agreement; and

 E. Whether Stone Point Capital is considered to be a fiduciary with respect to the Fund.

Response
10. The Fund respectfully acknowledges the Staff’s comment. In connection with its obligations to the Fund under the
Investment Advisory Agreement, the Adviser has entered into a Resource Sharing Agreement with Stone Point Capital pursuant to which Stone
Point Capital will make the investment professionals on the Stone Point Credit Investment Team available to the Adviser for purposes of
originating and identifying investment opportunities, conducting research and due diligence on prospective investments, analyzing and
underwriting investment opportunities, structuring investments and monitoring and servicing the Fund’s investments in accordance
with the services provided by the Adviser under the Investment Advisory Agreement (“Credit Activities”). On an as needed basis,
certain other investment professionals on the Stone Point Capital Private Equity Investment Team will contribute a portion of their time,
effort and knowledge to support Credit Activities. The Fund respectfully advises the Staff that the Resource Sharing Agreement does not
constitute an advisory agreement under the 1940 Act and that there are no advisory services being furnished to the Fund through Stone
Point Capital itself, but rather solely through shared employees subject to the supervision and oversight of the Adviser and its officers.
The Fund also respectfully advises the Staff that the Adviser maintains its own separate investment personnel, who are shared employees
of Stone Point Capital solely for human resources and administrative purposes but do not provide services to Stone Point Capital, and
that the Adviser pursues a materially distinct strategy from Stone Point Capital. The Fund notes that Stone Point Capital does not provide
any services directly to the Fund. The Fund respectfully advises the Staff, on a supplemental basis, that all personnel who will provide
investment advice with respect to the Fund will be supervised persons of the Adviser under Section 202(a)(25) under the Advisers
Act; that the Fund pays no fees to Stone Point Capital; and that Stone Point Capital is not considered a fiduciary with respect to the
Fund.

   Lisa N. Larkin

October 11, 2024

Page 6

Page 4 – The Private Offering

 11. Disclosure states that the Fund intends to enter into separate subscription agreements relating to its
shares. Please explain:

 A. How having subscription agreements with different terms would comply with section 18 under the 1940 Act
(e.g., could it result in an investor having priority over any other investor as to distribution of assets or payment of dividends);

 B. Whether different terms in any subscription agreements could have a material, negative effect on other
Fund investors;

 C. Whether the terms of different subscription agreements will be disclosed to all Fund investors, and how
they will be disclosed including the timing of such disclosure;

 D. Whether the terms of these subscription agreements include preferential redemption or withdrawal rights,
or about portfolio holdings or exposures; and

 E. Whether the terms of these subscription agreements have a direct or indirect effect on the management
fee attributable to the applicable shareholders with whom such agreements are made.

Response
11. The Fund respectfully acknowledges the Staff’s comment and supplementally confirms that it will not enter into subscription
agreements that differ in ways that would result in any investor having priority over other investors as to the distribution of assets
or payment of dividends in violation of Section 18 of the 1940 Act. Similarly, the Fund will not enter into subscription agreements
that have a material, negative effect on other investors, or include preferential redemption or withdrawal rights or preferential information
rights. In addition, the Fund supplementally confirms that the subscription agreements will not have an impact on the management fee payable
by an investor in the Fund through its investment.

Page 5 – History of Stone Point

 12. Please consider deleting the last sentence of the second paragraph as it already appears on page 1.

Response
12. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

Page 6 – Market Opportunity and Competitive Advantages

 13. In the second sentence of the fourth paragraph, disclosure states that the Adviser generally seeks to
invest in companies that are led by experienced management teams, “have market-leading position and high barriers to entry, and
generate predictable free cash flow across market cycles.” Please revise this phrase using clear, concise language.

Response
13. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

   Lisa N. Larkin

October 11, 2024

Page 7

Page 7
 – Ability to Leverage Stone Point’s Experienced Investment Team

 14. Please consider deleting this paragraph as it already appears on page 3.

Response
14. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

Page 8 – The Credit Investment Committee

 15. After “Eric L. Rosenzweig, Managing Director,” please add, “of Stone Point Capital.”

Response
15. The Fund respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.

Page 10
 – Incentive Fee

 16. Please provide a graphical representation of the income-related portion of any incentive fee.

Response
16. The Fund respectfully declines to add the requested graphic because it believes that information included in the bullets
under the section titled “Investment Advisory Agreement – Incentive Fee” of the Registration Statement is useful to
investors and provides concrete examples of the operation of the Investment Income Incentive Fee.

 17. Please provide examples demonstrating the operation of the incentive fee.

Response
17. The Fund respectfully advises the Staff that examples demonstrating the operation of the Incentive Fee are not required
by the instructions to Form 10. The purpose of the Fund’s Form 10 Registration Statement is to register the Shares under
the Exchange Act. The Form 10 Registration Statement is not an offering document, and it does not require the inclusion of the incentive
fee examples.

 18. Please consider disclosing a fee table that conforms to the requirements of Item 3.1 of Form N-2
adjacent to this section. Please also consider disclosing an expense example that conforms to the requirements of Instruction 11 to Item
3.1 of Form N-2.

Response
18. The Fund respectfully submits that it is not aware of any affirmative requirement to include an example that conforms to
the requirements of Instruction 11 to Item 3.1 of Form N-2 in the Registration Statement. For the reasons described above in its
response to Comment No. 17, the Fund respectfully submits that it would not be appropriate to i