StepStone Private Credit Income Fund Sample Contracts

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this day of , 2024, by and between StepStone Private Credit Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this ___ day of _______, 2024, by and StepStone Private Credit Income Fund, a Delaware statutory trust (the “Trust”) and UMB Distribution Services, LLC, a Wisconsin limited liability company (“Provider”).

CUSTODY AGREEMENT Dated , 2024 Between UMB BANK, N.A. and
Custody Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

This agreement made as of the date first set forth above (the “Agreement”) between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and StepStone Private Credit Income Fund, a Delaware statutory trust (the “Fund”).

STEPSTONE PRIVATE CREDIT INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of February 21, 2024
Agreement and Declaration of Trust • April 19th, 2024 • StepStone Private Credit Income Fund

WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund • New York

AGREEMENT made as of this 21st day of February, 2024 by and between StepStone Private Credit Income Fund, a Delaware statutory trust (the “Fund”), and StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund • New York

AGREEMENT made as of this [ ] day of [ ], 2024 by and among StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Adviser”), StepStone Group Private Debt LLC, a Delaware limited liability company (the “Sub-Adviser”), and Stepstone Private Credit Income Fund, a Delaware statutory trust (the “Fund”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

THIS SUB-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2024, by and between StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

THIS FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this day of , 2024, by and between StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

ADMINISTRATION AGREEMENT
Administration Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund • New York

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this day of 2024, by and between StepStone Private Credit Income Fund, a statutory trust formed in the State of Delaware and registered under the Investment Company Act of 1940 as a closed-end management investment company that is operated as an interval fund (hereinafter referred to as the “Fund”) and SEI Investments – Global Fund Services Limited, an investment business firm authorised by the Central Bank under section 10 of the Investment Intermediaries Act, 1995 (hereinafter referred to as the “Administrator”).

STEPSTONE PRIVATE CREDIT INCOME FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

This Subscription Agreement is entered into this []th day of [], 2024 by and between StepStone Private Credit Income Fund, a Delaware statutory trust (the “Fund”), and [] (the “Subscriber”);

StepStone Group Private Wealth LLC Charlotte, NC 28202
Expense Limitation and Reimbursement Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund

StepStone Group Private Wealth LLC (the “Adviser”) hereby confirms its agreement as follows in respect of StepStone Private Credit Income Fund (the “Fund”):

SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • May 22nd, 2024 • StepStone Private Credit Income Fund • New York

AGREEMENT made as of this [ ] day of [ ], 2024 by and among StepStone Group Private Debt LLC, a Delaware limited liability company (the “Sub-Adviser”), StepStone Group Europe Alternative Investments Limited, a private limited company (the “Sub-Subadviser”). The Sub-Adviser has been retained to act as investment subadvisor pursuant to a Sub-Advisory Agreement, dated the date hereof (the “Sub-Advisory Agreement”), with StepStone Group Private Wealth, LLC (the “Adviser”) with respect to the management of Stepstone Private Credit Income Fund, a Delaware statutory trust (the “Fund”). Pursuant to Section 1 of the Sub-Advisory Agreement, the Sub-Adviser is permitted to employ the Sub-Subadviser to act as the Sub-Adviser’s sub-investment adviser to provide day-to-day management of the Fund’s investments.

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