ThZeal - The Zeal

pif-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01489

North Haven Private Income Fund LLC

(Exact name of registrant as specified in its charter)


Delaware						87-4562172
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1585 Broadway						10036
New York, NY						(Zip Code)
(Address of principal executive offices)

1 212-761-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the registrant’s Class S Units outstanding at May 14, 2024 was 147,598,528.

North Haven Private Income Fund LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS


Part I. Financial Information
Item 1.	Consolidated Financial Statements (U naudited)	3
	Consolidated Statements of Financial Condition	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Members’ Capital	5
	Consolidated Statements of Cash Flows	6
	Consolidated Schedule s of Investments	8
	Notes to the Consolidated Financial Statements	48
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	68
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79
Item 4.	Controls and Procedures	80
Part II. Other Information
Item 1.	Legal Proceedings	81
Item 1A.	Risk Factors	81
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81
Item 3.	Defaults Upon Senior Securities	81
Item 4.	Mine Safety Disclosures	81
Item 5.	Other Information	81
Item 6.	Exhibits	82

SIGNATURES

Table of Contents

North Haven Private Income Fund LLC

Consolidated Statements of Financial Condition

(In thousands, except unit and per unit amounts)


	As of
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,859,303 and $3,227,449)	$	3,828,017	$	3,195,486
Cash (restricted cash of $5,220 and $740)	198,723		222,244
Deferred financing costs	11,602		12,356

Interest and dividend receivable from non-controlled/non-affiliated investments	27,974		23,634
Receivable for investments sold/repaid	11,039		284
Prepaid expenses and other assets	2,213		8,078
Total assets	4,079,568		3,462,082

Liabilities
Debt (net of debt issuance costs of $7,910 and $8,379)	1,094,445		914,829
Payable for investments purchased	95,319		24
Payable to affiliates (Note 3)	1,557		3,750

Distributions payable	21,619		18,455
Management fees payable	7,897		6,529
Subscriptions received in advance (Note 8)	106,042		146,120
Payable for units repurchased (Note 8)	28,707		27,596
Income based incentive fee payable	8,811		7,833
Interest and financing costs payable	6,900		26,144
Accrued expenses and other liabilities	14,658		6,372
Total liabilities	1,385,955		1,157,652

Commitments and Contingencies (Note 7)

Members' Capital
Common units, par value $0.001 per unit (141,382,662 and 120,613,447 units issued and outstanding)	141		121
Paid-in capital in excess of par value	2,728,340		2,331,297
Total distributable earnings (loss)	(34,868)		(26,988)
Total members' capital	$	2,693,613	$	2,304,430
Total liabilities and members' capital	$	4,079,568	$	3,462,082
Net asset value per unit	$	19.05	$	19.11

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

North Haven Private Income Fund LLC

Consolidated Statements of Operations (Unaudited)

(In thousands, except unit and per unit amounts)


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	100,240	$	54,652
Payment-in-kind	2,600		522
Dividend income	960		875
Other income	2,169		1,053
Total investment income	105,969		57,102

Expenses:
Interest expense and other financing expenses	26,223		13,658
Management fees	7,897		4,223
Income based incentive fees	8,811		4,785

Professional fees	1,369		655
Organization and offering costs	—		18
Directors' fees	106		83
Administrative service fees	32		21
Servicing fees	5,370		2,872
General and other expenses	98		301
Total expenses	49,906		26,616




Net investment income before taxes	56,063		30,486
Excise tax expense	15		—
Net investment income after taxes	56,048		30,486

Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments	(3,088)		42
Foreign currency and other transactions	1		—

Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	816		8,200
Translation of assets and liabilities in foreign currencies	(46)		—
Net realized and unrealized gain (loss)	$	(2,317)	$	8,242
Net increase (decrease) in members' capital resulting from operations	$	53,731	$	38,728


Net investment income (loss) per unit (basic and diluted)	$	0.41	$	0.42
Earnings (loss) per unit (basic and diluted)	$	0.40	$	0.53
Weighted average units outstanding (Note 9):	135,684,002		72,948,080

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

North Haven Private Income Fund LLC

Consolidated Statements of Changes in Members’ Capital (Unaudited)

(In thousands)


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Members' Capital at beginning of period:	$	2,304,430	$	1,266,213
Increase (decrease) in members’ capital resulting from operations:
Net investment income (loss)	56,048		30,486
Net realized gain (loss)	(3,087)		42
Net change in unrealized appreciation (depreciation)	770		8,200
Net increase (decrease) in members’ capital resulting from operations	53,731		38,728
Distributions to Unitholders from:
Distributable earnings	(61,611)		(31,721)
Capital transactions:
Issuance of Units	392,591		133,129
Reinvestment of distributions	33,179		16,425
Repurchased Units	(28,707)		(27,162)

Net increase in members' capital resulting from capital transactions	397,063		122,392
Total increase (decrease) in members' capital	389,183		129,399
Members' capital at end of period	$	2,693,613	$	1,395,612
Distributions per unit	$	0.45	$	0.43

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

North Haven Private Income Fund LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Cash flows from operating activities:
Net increase (decrease) in members' capital resulting from operations	$	53,731	$	38,728
Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash provided by (used in) operating activities
Net change in unrealized (appreciation) depreciation on investments	(816)		(8,200)
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	46		—
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes	582		—
Net realized (gain) loss on investments	3,088		(42)
Net realized (gain) loss on foreign currency and other transactions	(1)		—
Net accretion of discount and amortization of premium on investments	(3,680)		(1,492)
Payment-in-kind interest and dividend capitalized	(3,278)		(978)
Amortization of deferred financing costs	867		530
Amortization of debt issuance costs on Unsecured Notes	639		46
Amortization of deferred offering costs	—		18
Purchases of investments and change in payable for investments purchased	(658,211)		(217,261)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	114,767		66,345
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments	(4,340)		(1,801)

(Increase) decrease in prepaid expenses and other assets	(78)		(81)
(Decrease) increase in payable to affiliates	(2,193)		(313)
(Decrease) increase in management fees payable	1,368		390
(Decrease) increase in incentive fees payable	978		3,382
(Decrease) increase in interest payable	(19,244)		3,739
(Decrease) increase in accrued expenses and other liabilities	1,395		518
Net cash provided by (used in) operating activities	(514,380)		(116,472)

Cash flows from financing activities:
Borrowings on debt	$	345,000	$	605,000
Repayments on debt	(153,500)		(565,500)
Deferred financing costs paid	(113)		(18)
Debt issuance costs paid	(170)		(3,572)
Distributions paid	(25,268)		(14,006)
Proceeds from issuance of Units	246,471		96,825
Subscriptions received in advance	106,042		56,123
Repurchases of Units	(27,596)		(20,228)

Net cash provided by (used in) financing activities	490,866		154,624
Net increase (decrease) in cash	(23,514)		38,152
Effect of foreign exchange rate changes on cash	(7)		—
Cash at beginning of period	222,244		75,378
Cash at end of period	$	198,723	$	113,530

Table of Contents

North Haven Private Income Fund LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)



Supplemental information and non-cash activities:
Excise tax paid	$	114	$	170
Interest expense paid	$	42,535	$	9,343
Distribution reinvestment paid	$	33,179	$	16,425
Accrued but unpaid distributions	$	21,619	$	11,104
Accrued but unpaid deferred financing costs	$	—	$	208


Accrued but unpaid repurchases of Units	$	28,707	$	27,162
Non-cash purchases of investments	$	(21,266)	$	—
Non-cash sales of investments	$	21,266	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Dynasty Acquisition Co., Inc.	(11)	S +	3.50%	8.83%	08/24/2028	5,000	$	5,021	$	5,013	0.19	%
KKR Apple Bidco, LLC	(10)	S +	2.75%	8.19%	09/22/2028	4,888	4,883		4,880		0.18
Mantech International CP	(5) (6) (9)	S +	5.75%	11.06%	09/14/2029	20,659	20,314		20,659		0.77
Mantech International CP	(5) (9) (15)	S +	5.75%	11.06%	09/14/2029	1,837	1,780		1,837		0.07
Mantech International CP	(5) (9) (15)	S +	5.75%	11.06%	09/14/2028	—	(48)		—		—
							31,950		32,389		1.20
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(5) (7) (9)	S +	5.75%	11.06%	06/11/2027	50,775	50,056		50,567		1.88
RoadOne IntermodaLogistics	(5) (8)	S +	6.25%	11.56%	12/29/2028	651	635		641		0.02
RoadOne IntermodaLogistics	(5) (8) (15)	S +	6.25%	11.56%	12/29/2028	60	57		57		—
RoadOne IntermodaLogistics	(5) (8) (15)	S +	6.25%	11.56%	12/29/2028	8	5		6		—
							50,753		51,271		1.90
Automobile Components
Continental Battery Company	(5) (6) (8)	S +	7.00% (incl. 4.08% PIK)	12.46%	01/20/2027	6,251	6,175		5,113		0.19
Les Schwab Tire Centers	(10)	S +	3.25%	8.68%	11/02/2027	6,881	6,888		6,879		0.26
Randy's Holdings, Inc.	(5) (6) (8)	S +	6.50%	11.81%	11/01/2028	11,167	10,892		11,167		0.41
Randy's Holdings, Inc.	(5) (8) (15)	S +	6.50%	11.81%	11/01/2028	452	402		452		0.02
Randy's Holdings, Inc.	(5) (8) (15)	S +	6.50%	11.81%	11/01/2028	398	363		398		0.01
Sonny's Enterprises, LLC	(5) (6) (8)	S +	6.75%	12.22%	08/05/2028	33,367	32,721		33,367		1.24
Sonny's Enterprises, LLC	(5) (8) (15)	S +	6.75%	12.22%	08/05/2028	3,463	3,349		3,463		0.13
Sonny's Enterprises, LLC	(5) (8) (15)	S +	6.75%	12.22%	08/05/2028	—	(105)		—		—
							60,685		60,839		2.26
Automobiles
ARI Network Services, Inc.	(5) (6) (9)	S +	5.25%	10.68%	02/28/2025	14,051	13,962		13,864		0.51
COP Collisionright Parent, LLC	(5) (7) (8)	S +	5.50%	10.82%	01/29/2030	30,087	29,497		29,497		1.10
COP Collisionright Parent, LLC	(5) (8) (15)	S +	5.50%	10.74%	01/29/2030	824	646		646		0.02
COP Collisionright Parent, LLC	(5) (8) (15)	S +	5.50%	10.82%	01/29/2030	726	631		631		0.02
LeadVenture, Inc.	(5) (9)	S +	5.25%	10.68%	02/28/2026	1,275	1,251		1,251		0.05
MajorDrive Holdings IV LLC	(11)	S +	4.00%	9.57%	06/01/2028	3,000	3,004		3,003		0.11
Portfolio Group	(5) (8)	S +	6.00%	11.46%	12/02/2025	987	971		973		0.04
Summit Buyer, LLC	(5) (8) (15)	S +	5.75%	11.00%	01/14/2027	17,909	17,385		16,429		0.61
Summit Buyer, LLC	(5) (15)	P +	4.25%	12.75%	01/14/2027	547	486		428		0.02
							67,833		66,722		2.48
Beverages
Triton Water Holdings, Inc.	(10)	S +	3.25%	8.81%	03/31/2028	4,887	4,870		4,831		0.18

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets

Biotechnology
GraphPad Software, LLC	(5) (6) (8)	S +	5.50%	10.96%	04/27/2027	7,906	$	7,855	$	7,897	0.29	%
GraphPad Software, LLC	(5) (8)	S +	5.50%	11.13%	04/27/2027	4,412	4,387		4,407		0.16
							12,242		12,304		0.46
Building Products
ACProducts, Inc.	(10)	S +	4.25%	9.81%	05/17/2028	4,887	4,873		4,444		0.16
Chamberlain Group, Inc.	(10)	S +	3.25%	8.68%	11/03/2028	5,905	5,896		5,893		0.22
Icebox Holdco III, Inc.	(10)	S +	3.50%	9.07%	12/22/2028	2,452	2,455		2,451		0.09
White Cap Buyer, LLC		S +	3.75%	9.08%	10/19/2027	2,450	2,452		2,456		0.09
							15,676		15,244		0.57
Chemicals
Olympus Water US Holding Corporation	(10)	S +	3.75%	9.32%	11/09/2028	2,933	2,935		2,932		0.11
Tank Holding Corp.	(7) (9)	S +	5.75%	11.20%	03/31/2028	32,553	32,080		32,046		1.19
Tank Holding Corp.	(6) (9)	S +	5.75%	11.20%	03/31/2028	21,223	20,676		20,879		0.78
Tank Holding Corp.	(9) (15)	S +	5.75%	11.20%	03/31/2028	4,116	3,945		3,968		0.15
Tank Holding Corp.	(9) (15)	S +	5.75%	11.20%	03/31/2028	467	442		438		0.02
V Global Holdings, LLC	(5) (6) (9)	S +	5.75%	11.22%	12/22/2027	14,525	14,315		13,639		0.51
V Global Holdings, LLC	(5) (9) (15)	S +	5.75%	11.22%	12/22/2025	1,241	1,222		1,118		0.04
							75,615		75,020		2.79
Commercial Services & Supplies
Allied Universal Holdco, LLC	(10)	S +	3.75%	9.18%	05/12/2028	6,842	6,835		6,831		0.25
Atlas Us Finco, Inc.	(5) (6) (8) (12)	S +	7.25%	12.55%	12/09/2029	35,649	34,866		35,383		1.31
Atlas Us Finco, Inc.	(5) (8) (12) (15)	S +	7.25%	12.55%	12/09/2028	—	(30)		—		—
BPG Holdings IV Corp.	(5) (7) (9)	S +	6.00%	11.31%	07/29/2029	16,634	15,701		16,328		0.61
DG Investment Intermediate Holdings 2, Inc.	(9)	S +	3.75%	9.19%	03/31/2028	4,403	4,406		4,393		0.16
Employbridge Holding Company	(9)	S +	4.75%	10.34%	07/19/2028	2,444	2,444		2,027		0.08
Energy Labs Holdings Corp.	(5) (7) (8)	S +	5.25%	10.68%	04/07/2028	7,278	7,200		7,209		0.27
Energy Labs Holdings Corp.	(5) (8)	S +	5.25%	10.68%	04/07/2028	692	684		685		0.03
Energy Labs Holdings Corp.	(5) (8) (15)	S +	5.25%	10.68%	04/07/2028	329	317		317		0.01
FLS Holding, Inc.	(5) (6) (8) (12)	S +	5.25%	10.73%	12/15/2028	8,774	8,645		8,725		0.32
FLS Holding, Inc.	(5) (8) (12)	S +	5.25%	10.73%	12/15/2028	2,057	2,026		2,046		0.08
FLS Holding, Inc.	(5) (8) (12) (15)	S +	5.25%	10.73%	12/17/2027	—	(10)		(5)		—
Helios Service Partners, LLC	(5) (8)	S +	6.25%	11.81%	03/19/2027	12,161	11,902		12,049		0.45
Helios Service Partners, LLC	(5) (8) (15)	S +	6.25%	11.81%	03/19/2027	17,501	17,062		17,290		0.64
Helios Service Partners, LLC	(5) (8) (15)	S +	6.00%	11.31%	03/19/2027	1,330	1,283		1,309		0.05
Iris Buyer, LLC	(5) (8)	S +	6.25%	11.56%	10/02/2030	15,717	15,305		15,382		0.57

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North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Iris Buyer, LLC	(5) (8) (15)	S +	6.25%	11.56%	10/02/2030	1,482	$	1,433	$	1,434	0.05	%
Iris Buyer, LLC	(5) (8) (15)	S +	6.25%	11.56%	10/02/2029	—	(57)		(48)		—
LHS Borrower, LLC	(10)	S +	4.75%	10.18%	02/16/2029	2,445	2,412		2,329		0.09
Orion Group Holdco, LLC	(5) (8) (15)	S +	6.25%	11.81%	03/19/2027	—	(192)		(192)		(0.01)
PECF USS Intermediate Holding III Corporation	(10)	S +	4.25%	9.82%	12/15/2028	4,888	4,897		3,707		0.14
Sherlock Buyer Corp.	(5) (6) (8)	S +	5.75%	11.16%	12/08/2028	6,974	6,870		6,974		0.26
Sherlock Buyer Corp.	(5) (8) (15)	S +	5.75%	11.16%	12/08/2027	—	(10)		—		—
SITEL Worldwide Corporation	(8)	S +	3.75%	9.19%	08/28/2028	4,887	4,901		4,178		0.16
Surewerx Purchaser III, Inc.	(5) (6) (9) (12)	S +	6.75%	12.05%	12/28/2029	2,007	1,955		2,007		0.07
Surewerx Purchaser III, Inc.	(5) (9) (12) (15)	S +	6.75%	12.05%	12/28/2029	—	(7)		—		—
Surewerx Purchaser III, Inc.	(5) (9) (12) (15)	S +	6.75%	12.08%	12/28/2028	168	158		168		0.01
Sweep Purchaser, LLC	(5)	S +	5.75% PIK	11.07%	06/30/2027	1,804	1,804		1,804		0.07
Sweep Purchaser, LLC	(5) (8)	S +	5.75%	11.07%	06/30/2027	1,003	1,003		1,003		0.04
Tamarack Intermediate, LLC	(5) (6) (9)	S +	5.50%	10.97%	03/13/2028	14,860	14,646		14,588		0.54
Tamarack Intermediate, LLC	(5) (9)	S +	5.50%	10.97%	03/13/2028	357	348		350		0.01
Tamarack Intermediate, LLC	(5) (9) (15)	S +	5.50%	10.97%	03/13/2028	554	529		524		0.02
Tamarack Intermediate, LLC	(5) (9) (15)	S +	5.50%	10.97%	03/13/2028	—	(33)		(45)		—
TruGreen Limited Partnership	(9)	S +	4.00%	9.43%	11/02/2027	4,886	4,853		4,749		0.18
USIC Holdings, Inc.	(10)	S +	3.50%	9.06%	05/12/2028	6,849	6,818		6,831		0.25
Vensure Employer Services, Inc.	(5) (9) (15)	S +	5.25%	10.57%	03/26/2027	4,395	4,260		4,229		0.16
VRC Companies, LLC	(5) (6) (8) (15)	S +	5.75%	11.07%	06/29/2027	25,007	24,030		24,323		0.90
VRC Companies, LLC	(5) (8)	S +	5.75%	11.07%	06/29/2027	660	659		660		0.02

VRC Companies, LLC	(5) (8) (15)	S +	5.75%	11.07%	06/29/2027	—	—		—		—
							209,913		209,542		7.78
Construction & Engineering
Arcoro Holdings Corp.	(5) (8)	S +	5.50%	10.82%	03/28/2030	61,739	60,507		60,504		2.25
Arcoro Holdings Corp.	(5) (8) (15)	S +	5.50%	10.82%	03/28/2030	—	(185)		(185)		(0.01)
Centuri Group, Inc.	(10)	S +	2.50%	7.94%	08/27/2028	2,662	2,660		2,662		0.10
KPSKY Acquisition, Inc.	(5) (6) (9)	S +	5.25%	10.66%	10/19/2028	6,434	6,340		6,315		0.23
KPSKY Acquisition, Inc.	(5) (9)	S +	5.25%	10.67%	10/19/2028	13,219	13,006		12,976		0.48
LJ Avalon Holdings, LLC	(5) (8)	S +	6.25%	11.67%	02/01/2030	2,967	2,888		2,935		0.11
LJ Avalon Holdings, LLC	(5) (8) (15)	S +	6.25%	11.71%	02/01/2030	472	450		459		0.02
LJ Avalon Holdings, LLC	(5) (8) (15)	S +	6.25%	11.71%	02/01/2029	—	(12)		(5)		—
Superman Holdings, LLC	(5) (8)	S +	6.13%	11.43%	08/31/2027	10,174	9,964		10,082		0.37
Superman Holdings, LLC	(5) (8) (15)	S +	6.13%	11.43%	08/31/2027	—	(24)		(22)		—
							95,594		95,721		3.55

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Construction Materials
SRS Distribution, Inc.	(10)	S +	3.50%	8.94%	06/02/2028	5,389	$	5,388	$	5,422	0.20	%
Consumer Finance
Deerfield Dakota Holding, LLC	(8)	S +	3.75%	9.06%	04/09/2027	4,886	4,901		4,859		0.18
Consumer Staples Distribution & Retail
CNT Holdings I Corp.	(9)	S +	3.50%	8.82%	11/08/2027	4,887	4,899		4,893		0.18
PDI TA Holdings, Inc.	(5) (9)	S +	5.50%	10.83%	02/03/2031	32,428	32,109		32,109		1.19
PDI TA Holdings, Inc.	(5) (9) (15)	S +	5.50%	10.83%	02/03/2031	—	(60)		(60)		—
PDI TA Holdings, Inc.	(5) (9) (15)	S +	5.50%	10.83%	02/03/2031	—	(36)		(36)		—
							36,912		36,906		1.37
Containers & Packaging
Berlin Packaging LLC	(11)	S +	3.75%	9.19%	03/11/2028	4,000	4,000		4,002		0.15
BP Purchaser, LLC	(5) (6) (9)	S +	5.50%	11.08%	12/11/2028	9,693	9,550		9,233		0.34
FORTIS Solutions Group, LLC	(5) (9)	S +	5.50%	10.90%	10/13/2028	7,170	7,082		7,170		0.27
FORTIS Solutions Group, LLC	(5) (9) (15)	S +	5.50%	10.90%	10/13/2028	1,989	1,917		1,989		0.07
FORTIS Solutions Group, LLC	(5) (9) (15)	S +	5.50%	10.90%	10/15/2027	32	24		32		—
Proampac PG Borrower, LLC	(11)	S +	4.50%	9.33%	09/15/2028	3,000	3,015		3,000		0.11
							25,588		25,426		0.94
Distributors
48Forty Solutions, LLC	(5) (7) (8)	S +	6.00%	11.43%	11/30/2026	32,868	32,458		28,677		1.06
48Forty Solutions, LLC	(5) (8)	S +	6.00%	11.43%	11/30/2026	3,664	3,565		3,197		0.12
48Forty Solutions, LLC	(5) (8) (15)	S +	6.00%	11.43%	11/30/2026	3,927	3,862		3,212		0.12
ABB Concise Optical Group, LLC	(5) (6) (9)	S +	7.50%	12.96%	02/23/2028	17,008	16,701		14,805		0.55
Avalara, Inc.	(5) (7) (9)	S +	7.25%	12.56%	10/19/2028	20,062	19,758		20,062		0.74
Avalara, Inc.	(5) (9) (15)	S +	7.25%	12.56%	10/19/2028	—	(28)		—		—
Bradyifs Holdings, LLC	(5) (6) (7) (8)	S +	6.00%	11.31%	10/31/2029	40,606	39,835		40,070		1.49
Bradyifs Holdings, LLC	(5) (8) (15)	S +	6.00%	11.31%	10/31/2029	1,096	1,044		1,037		0.04
Bradyifs Holdings, LLC	(5) (8) (15)	S +	6.00%	11.31%	10/31/2029	—	(64)		(45)		—
PT Intermediate Holdings III, LLC	(5) (6) (9)	S +	5.98%	11.59%	11/01/2028	30,082	29,677		29,248		1.09
PT Intermediate Holdings III, LLC	(5) (9)	S +	5.98%	11.59%	11/01/2028	1,060	1,048		1,025		0.04
PT Intermediate Holdings III, LLC	(5) (9) (15)	S +	5.98%	11.43%	11/01/2028	4,961	4,853		4,712		0.17
							152,709		146,000		5.42
Diversified Consumer Services
Apex Service Partners, LLC	(5) (6) (7) (8)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	52,675	51,717		51,727		1.92
Apex Service Partners, LLC	(5) (8) (15)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	6,872	6,673		6,646		0.25
Apex Service Partners, LLC	(5) (8) (15)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2029	1,585	1,511		1,510		0.06

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Asurion, LLC		S +	3.25%	8.69%	12/23/2026	7,380	$	7,363	$	7,219	0.27	%
EVDR Purchaser, Inc.	(5) (9)	S +	5.50%	10.83%	02/14/2031	41,466	40,647		40,647		1.51
EVDR Purchaser, Inc.	(5) (9) (15)	S +	5.50%	10.83%	02/14/2031	—	(116)		(116)		—
EVDR Purchaser, Inc.	(5) (9) (15)	S +	5.50%	10.83%	02/14/2031	2,843	2,704		2,704		0.10
FPG Intermediate Holdco, LLC	(5) (8) (18)	S +	6.50%	12.18%	03/05/2027	6,515	6,425		5,907		0.22
Heartland Home Services	(5) (9)	S +	5.75%	11.08%	12/15/2026	21,346	21,209		21,178		0.79
KUEHG Corp.	(10)	S +	5.00%	10.30%	06/12/2030	2,992	3,007		2,997		0.11
Lightspeed Solution, LLC	(5) (6) (9)	S +	6.50% (incl. 2.17% PIK)	11.84%	03/01/2028	15,919	15,702		15,884		0.59
Lightspeed Solution, LLC	(5) (9)	S +	6.50% (incl. 2.17% PIK)	11.84%	03/01/2028	1,050	1,034		1,047		0.04
LUV Car Wash Group, LLC	(5) (8) (15)	S +	7.00%	12.32%	12/09/2026	5,625	5,588		5,619		0.21
LUV Car Wash Group, LLC	(5) (6) (8) (15)	S +	7.00%	12.32%	12/09/2026	3,529	3,509		3,526		0.13
Magnolia Wash Holdings	(5) (8)	S +	6.50%	12.09%	07/14/2028	8,341	8,211		7,417		0.28
Magnolia Wash Holdings	(5) (8)	S +	6.50%	12.09%	07/14/2028	1,781	1,754		1,584		0.06
Magnolia Wash Holdings	(5) (8) (15)	S +	6.50%	12.09%	07/14/2028	223	217		178		0.01
Project Accelerate Parent, LLC	(5) (9)	S +	5.25%	10.58%	02/24/2031	33,688	33,354		33,354		1.24
Project Accelerate Parent, LLC	(5) (9) (15)	S +	5.25%	10.58%	02/24/2031	—	(47)		(47)		—
Spin Holdco, Inc.	(9)	S +	4.00%	9.59%	03/04/2028	4,887	4,895		4,506		0.17
Spotless Brands, LLC	(5) (6) (8)	S +	6.50%	11.98%	07/25/2028	24,214	23,835		24,088		0.89
Spotless Brands, LLC	(5) (8)	S +	6.50%	11.98%	07/25/2028	4,585	4,513		4,561		0.17
Spotless Brands, LLC	(5) (8) (15)	S +	6.50%	11.98%	07/25/2028	—	(11)		(4)		—
Spring Education Group, Inc.		S +	4.50%	9.81%	10/04/2030	3,990	4,005		4,004		0.15
Vertex Service Partners, LLC	(5) (7) (9)	S +	5.50%	10.90%	11/08/2030	9,693	9,461		9,488		0.35
Vertex Service Partners, LLC	(5) (9) (15)	S +	5.50%	10.90%	11/08/2030	8,473	8,149		8,077		0.30
Vertex Service Partners, LLC	(5) (9) (15)	S +	5.50%	10.90%	11/08/2030	—	(59)		(53)		—
Wand NewCo 3, Inc.		S +	3.75%	9.08%	01/30/2031	3,000	3,011		3,007		0.11
							268,261		266,655		9.90
Electrical Equipment
Dynacast International, LLC	(8)	S +	4.50%	9.94%	07/22/2025	2,224	2,229		2,117		0.08
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(5) (6) (9)	S +	6.00%	11.46%	07/06/2028	25,986	25,601		19,321		0.72
Abracon Group Holdings, LLC	(5) (9) (15)	S +	6.00%	11.46%	07/06/2028	—	(30)		(488)		(0.02)
Abracon Group Holdings, LLC	(5) (9)	S +	6.00%	11.46%	07/06/2028	1,731	1,706		1,287		0.05
Alliance Laundry Systems, LLC	(9)	S +	3.50%	8.93%	10/08/2027	4,393	4,400		4,401		0.16
Dwyer Instruments, Inc.	(5) (6) (9)	S +	5.75%	11.15%	07/21/2027	21,451	21,147		21,217		0.79
Dwyer Instruments, Inc.	(5) (7) (9)	S +	5.75%	11.15%	07/21/2027	14,711	14,435		14,510		0.54
Dwyer Instruments, Inc.	(5) (9) (15)	S +	5.75%	11.15%	07/21/2027	5,439	5,196		5,146		0.19
Dwyer Instruments, Inc.	(5) (9) (15)	S +	5.75%	11.15%	07/21/2027	—	(36)		(30)		—

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Infinite Bidco, LLC	(5) (7) (10)	S +	6.25%	11.83%	03/02/2028	4,550	$	4,439	$	4,538	0.17	%
Magneto Components Buyco, LLC	(5) (6) (7) (9)	S +	6.00%	11.33%	12/05/2030	47,757	46,908		46,821		1.74
Magneto Components Buyco, LLC	(5) (9) (15)	S +	6.00%	11.33%	12/05/2030	—	(83)		(186)		(0.01)
Magneto Components Buyco, LLC	(5) (9) (15)	S +	6.00%	11.33%	12/05/2029	—	(137)		(155)		(0.01)
							123,546		116,382		4.32
Entertainment
EP Purchaser, LLC	(10)	S +	3.50%	9.07%	11/06/2028	2,992	2,970		2,968		0.11
Renaissance Holding Corp.	(10)	S +	4.25%	9.58%	04/05/2030	3,990	3,985		3,995		0.15
							6,955		6,963		0.26
Financial Services
Applitools, Inc.	(5) (9) (12)	S +	6.25% PIK	11.58%	05/25/2029	11,921	11,763		11,674		0.43
Applitools, Inc.	(5) (9) (12) (15)	S +	6.25%	11.58%	05/25/2028	—	(19)		(29)		—
Cerity Partners, LLC	(5) (6) (9)	S +	6.75%	12.09%	07/30/2029	1,751	1,705		1,751		0.07
Cerity Partners, LLC	(5) (9)	S +	6.75%	12.09%	07/30/2029	2,472	2,412		2,472		0.09
GC Waves Holdings, Inc.	(5) (9)	S +	6.00%	10.68%	08/10/2029	11,716	11,502		11,549		0.43
GC Waves Holdings, Inc.	(5) (9) (15)	S +	6.00%	10.68%	08/10/2029	5,293	4,537		4,802		0.18
GC Waves Holdings, Inc.	(5) (9) (15)	S +	6.00%	10.68%	08/10/2029	—	(30)		(24)		—
GTCR W Merger Sub LLC		S +	3.00%	8.31%	01/31/2031	7,500	7,528		7,520		0.28
SitusAMC Holdings Corp.	(5) (6) (9)	S +	5.50%	10.90%	12/22/2027	5,205	5,167		5,205		0.19
Smarsh, Inc.	(5) (9)	S +	5.75%	11.06%	02/16/2029	4,286	4,220		4,226		0.16
Smarsh, Inc.	(5) (9) (15)	S +	5.75%	11.06%	02/16/2029	536	524		521		0.02
Smarsh, Inc.	(5) (9) (15)	S +	5.75%	11.06%	02/16/2029	107	103		103		—
Trintech, Inc.	(5) (6) (8)	S +	6.50%	11.83%	07/25/2029	55,541	54,522		54,758		2.03
Trintech, Inc.	(5) (8) (15)	S +	6.50%	11.83%	07/25/2029	1,367	1,283		1,300		0.05
							105,217		105,828		3.93
Ground Transportation
PODS, LLC	(9)	S +	3.00%	8.33%	03/31/2028	4,887	4,892		4,802		0.18
Health Care Equipment & Supplies
Journey Personal Care Corp.	(9)	S +	4.25%	9.69%	03/01/2028	2,992	2,922		2,941		0.11
Medline Borrower, LP	(10)	S +	3.00%	8.44%	10/23/2028	6,735	6,737		6,737		0.25
PerkinElmer U.S., LLC	(5) (6) (8)	S +	6.75%	11.96%	03/13/2029	23,849	23,225		23,849		0.89
PerkinElmer U.S., LLC	(5) (7) (8)	S +	6.75%	11.96%	03/13/2029	3,086	3,028		3,043		0.11
Tidi Legacy Products, Inc.	(5) (7) (8)	S +	5.50%	10.83%	12/19/2029	10,857	10,647		10,686		0.40
Tidi Legacy Products, Inc.	(5) (8) (15)	S +	5.50%	10.83%	12/19/2029	—	(27)		(45)		—
Tidi Legacy Products, Inc.	(5) (8) (15)	S +	5.50%	10.83%	12/19/2029	—	(39)		(32)		—
YI, LLC	(5) (7) (8)	S +	5.75%	11.07%	12/03/2029	17,599	17,261		17,377		0.65
YI, LLC	(5) (8) (15)	S +	5.75%	11.07%	12/03/2029	—	(37)		(46)		—

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
YI, LLC	(5) (8) (15)	S +	5.75%	11.07%	12/03/2029	55	$	—	$	20	—	%
							63,717		64,530		2.40
Health Care Providers & Services
Advarra Holdings, Inc.	(5) (7) (10)	S +	5.25%	10.58%	08/24/2029	13,012	12,824		12,878		0.48
Advarra Holdings, Inc.	(5) (10) (15)	S +	5.25%	10.58%	08/24/2029	—	(8)		(12)		—
CHG Healthcare Services, Inc.	(10)	S +	3.25%	8.69%	09/29/2028	4,887	4,901		4,887		0.18
DCA Investment Holdings, LLC	(5) (6) (9)	S +	6.50%	11.75%	04/03/2028	19,178	18,798		18,815		0.70
DCA Investment Holdings, LLC	(5) (9)	S +	6.50%	11.75%	04/03/2028	15,745	15,643		15,448		0.57
DCA Investment Holdings, LLC	(5) (9)	S +	6.50%	11.75%	04/03/2028	3,136	3,087		3,076		0.11
Electron BidCo, Inc.	(10)	S +	3.00%	8.44%	11/01/2028	6,895	6,902		6,906		0.26
Gateway US Holdings, Inc.	(5) (6) (9) (12)	S +	6.00%	11.45%	09/22/2026	11,212	11,153		11,212		0.42
Gateway US Holdings, Inc.	(5) (9) (12)	S +	6.00%	11.45%	09/22/2026	3,161	3,144		3,161		0.12
Gateway US Holdings, Inc.	(5) (9) (12) (15)	S +	6.00%	11.45%	09/22/2026	—	(3)		—		—
Heartland Veterinary Partners, LLC	(5) (6) (8)	S +	4.75%	10.18%	12/10/2026	2,551	2,535		2,535		0.09
Heartland Veterinary Partners, LLC	(5) (8)	S +	4.75%	10.18%	12/10/2026	5,776	5,743		5,740		0.21
Heartland Veterinary Partners, LLC	(5) (8) (15)	S +	4.75%	10.18%	12/10/2026	—	(3)		(3)		—
iCIMS, Inc.	(5) (9)	S +	7.25% (incl. 3.88% PIK)	12.55%	08/18/2028	15,201	15,037		15,201		0.56
iCIMS, Inc.	(5) (9) (15)	S +	7.25% (incl. 3.88% PIK)	12.55%	08/18/2028	—	(8)		—		—
iCIMS, Inc.	(5) (9) (15)	S +	7.25% (incl. 3.88% PIK)	12.55%	08/18/2028	40	36		40		—
Intelerad Medical Systems Incorporated	(5) (8) (12)	S +	6.50%	11.96%	08/21/2026	8,567	8,399		8,205		0.30
Intelerad Medical Systems Incorporated	(5) (8) (12)	S +	6.50%	11.96%	08/21/2026	586	580		562		0.02
Medical Solutions Holdings, Inc.	(10)	S +	3.25%	8.68%	11/01/2028	5,394	5,391		4,801		0.18
Midwest Physician Administrative Services, LLC	(9)	S +	3.25%	8.82%	03/12/2028	3,909	3,903		3,225		0.12
National Mentor Holdings, Inc.	(10)	S +	3.75%	9.18%	03/02/2028	2,740	2,724		2,575		0.10
Pacific Dental Services, LLC	(11)	S +	3.25%	8.57%	03/07/2031	3,000	3,011		2,994		0.11
Pareto Health Intermediate Holdings, Inc.	(5) (7) (8)	S +	6.25%	11.55%	06/03/2030	90,613	88,949		90,359		3.35
Pareto Health Intermediate Holdings, Inc.	(5) (8) (15)	S +	6.25%	11.55%	06/01/2029	—	(184)		(30)		—
Parexel International Corporation	(10)	S +	3.25%	8.69%	11/15/2028	6,860	6,872		6,873		0.26
PPV Intermediate Holdings, LLC	(5) (7) (9)	S +	5.75%	11.09%	08/31/2029	26,853	25,907		26,477		0.98
PPV Intermediate Holdings, LLC	(5) (9) (15)	S +	5.75%	11.09%	08/31/2029	—	(92)		(77)		—
Stepping Stones Healthcare Services, LLC	(5) (9)	S +	5.50%	10.91%	01/02/2029	4,288	4,239		4,245		0.16
Stepping Stones Healthcare Services, LLC	(5) (9)	S +	5.50%	10.91%	01/02/2029	962	952		953		0.04
Stepping Stones Healthcare Services, LLC	(5) (9) (15)	S +	5.50%	10.91%	12/30/2026	—	(5)		(6)		—
Tivity Health, Inc.	(5) (6) (9)	S +	6.00%	11.31%	06/28/2029	13,120	12,961		13,120		0.49

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Vardiman Black Holdings, LLC	(5) (6) (10)	S +	7.00%	12.43%	03/18/2027	10,794	$	10,794	$	10,794	0.40	%
Vardiman Black Holdings, LLC	(5) (10) (15) (18)	S +	7.00%	12.43%	03/18/2027	—	(40)		(40)		—
Vermont Aus Pty Ltd.	(5) (6) (9) (12)	S +	5.65%	10.96%	03/23/2028	22,540	22,124		22,209		0.82
							296,266		297,123		11.03
Health Care Technology
Athenahealth, Inc.	(10)	S +	3.25%	8.58%	02/15/2029	4,379	4,359		4,332		0.16
Ensemble RCM, LLC		S +	3.00%	8.32%	08/01/2029	4,653	4,663		4,662		0.17
eResearchTechnology, Inc.	(8)	S +	4.50%	9.94%	02/04/2027	3,420	3,404		3,429		0.13
Gainwell Acquisition Corp.	(10)	S +	4.00%	9.41%	10/01/2027	6,841	6,860		6,530		0.24
Hyland Software, Inc.	(5) (6) (9)	S +	6.00%	11.33%	09/19/2030	70,314	69,314		69,884		2.59
Hyland Software, Inc.	(5) (9) (15)	S +	6.00%	11.33%	09/19/2029	—	(46)		(20)		—
MedAssets Software Intermediate Holdings, Inc.	(10)	S +	4.00%	9.42%	12/18/2028	6,860	6,863		5,758		0.21
Project Ruby Ultimate Parent Corp.	(9)	S +	3.25%	8.69%	03/10/2028	5,375	5,375		5,365		0.20
Symplr Software, Inc.		S +	4.50%	9.91%	12/22/2027	4,887	4,896		4,593		0.17
Verscend Holding Corp.		S +	4.00%	9.44%	08/27/2025	6,841	6,839		6,841		0.25
							112,527		111,374		4.13
Household Products
AI Aqua Merger Sub, Inc.	(10)	S +	3.75%	9.07%	07/31/2028	6,727	6,736		6,734		0.25
Industrial Conglomerates
Aptean, Inc.	(5) (7) (9)	S +	5.25%	10.57%	01/30/2031	61,585	60,979		60,979		2.26
Aptean, Inc.	(5) (9) (15)	S +	5.25%	10.57%	01/30/2031	542	485		485		0.02
Aptean, Inc.	(5) (9) (15)	S +	5.25%	10.57%	01/30/2031	—	(56)		(56)		—
Excelitas Technologies Corp.	(5) (7) (9)	S +	5.75%	11.16%	08/13/2029	37,309	36,729		37,149		1.38
Excelitas Technologies Corp.	(5) (9)	E +	5.75%	9.65%	08/13/2029	5,660	5,761		6,087		0.23
Excelitas Technologies Corp.	(5) (9) (15)	S +	5.75%	11.16%	08/13/2029	—	(17)		(4)		—
Excelitas Technologies Corp.	(5) (9) (15)	S +	5.75%	11.16%	08/14/2028	2,290	2,245		2,277		0.08
Filtration Group Corporation		S +	3.50%	8.94%	10/21/2028	4,887	4,892		4,895		0.18
Raptor Merger Sub Debt, LLC	(5) (6) (9)	S +	6.75%	12.05%	04/01/2029	32,151	31,349		32,151		1.19
Raptor Merger Sub Debt, LLC	(5) (9) (15)	S +	6.75%	12.05%	04/01/2029	488	434		488		0.02
							142,801		144,451		5.36
Insurance Services
Alliant Holdings Intermediate, LLC	(10)	S +	3.50%	8.83%	11/06/2030	7,203	7,213		7,230		0.27
Amerilife Holdings, LLC	(5) (6) (9)	S +	5.75%	11.08%	08/31/2029	14,925	14,677		14,798		0.55
AssuredPartners, Inc.	(10)	S +	3.50%	8.88%	02/12/2027	4,987	5,000		4,990		0.19
Foundation Risk Partners Corp.	(5) (6) (9)	S +	6.00%	11.79%	10/29/2028	17,063	16,745		17,063		0.63
Foundation Risk Partners Corp.	(5) (9)	S +	6.00%	11.79%	10/29/2028	14,747	14,515		14,747		0.55
Foundation Risk Partners Corp.	(5) (9) (15)	S +	6.00%	11.79%	10/29/2027	—	(6)		—		—
Galway Borrower, LLC	(5) (6) (7) (9) (15)	S +	5.25%	10.67%	09/29/2028	39,570	38,723		38,138		1.42

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Galway Borrower, LLC	(5) (6) (9)	S +	5.25%	10.67%	09/29/2028	2,931	$	2,859	$	2,860	0.11	%
Galway Borrower, LLC	(5) (9) (15)	S +	5.25%	10.67%	09/29/2028	430	393		367		0.01
Higginbotham Insurance Agency, Inc.	(5) (6) (8)	S +	5.50%	10.93%	11/24/2028	1,206	1,197		1,206		0.04
Higginbotham Insurance Agency, Inc.	(5) (8) (15)	S +	5.50%	10.93%	11/24/2028	9,501	9,307		9,389		0.35
High Street Buyer, Inc.	(5) (9) (15)	S +	5.25%	10.56%	04/14/2028	15,710	15,158		15,194		0.56
HUB International Limited	(11)	S +	3.25%	8.57%	06/20/2030	5,000	5,006		5,001		0.19
Long Term Care Group, Inc.	(5) (6) (9) (18)	S +	7.00% (incl. 6.00% PIK)	12.57%	09/08/2027	11,944	11,788		9,868		0.37
Inszone Mid, LLC	(5) (7) (8)	S +	5.75%	10.98%	11/12/2029	13,885	13,619		13,658		0.51
Inszone Mid, LLC	(5) (8) (15)	S +	5.75%	10.98%	11/12/2029	3,513	3,287		3,179		0.12
Inszone Mid, LLC	(5) (8) (15)	S +	5.75%	10.98%	11/12/2029	—	(48)		(42)		—
Integrity Marketing Acquisition, LLC	(5) (6) (7) (9) (15)	S +	6.00%	11.34%	08/27/2026	37,660	37,343		37,254		1.38
Integrity Marketing Acquisition, LLC	(5) (7) (9)	S +	6.00%	11.34%	08/27/2026	84,920	84,032		84,212		3.13
Keystone Agency Investors	(5) (6) (8)	S +	5.50%	10.95%	05/03/2027	6,817	6,743		6,740		0.25
Keystone Agency Investors	(5) (6) (8)	S +	5.50%	10.95%	05/03/2027	7,237	7,162		7,155		0.27
Patriot Growth Insurance Services, LLC	(5) (6) (9)	S +	5.50%	10.95%	10/16/2028	6,487	6,397		6,449		0.24
Patriot Growth Insurance Services, LLC	(5) (9)	S +	5.50%	10.95%	10/14/2028	24,258	23,899		24,117		0.90
Patriot Growth Insurance Services, LLC	(5) (9) (15)	S +	5.50%	10.95%	10/16/2028	—	(6)		(3)		—
Peter C. Foy & Associates Insurance Services, LLC	(5) (6) (9)	S +	6.00%	11.44%	11/01/2028	15,206	14,991		15,131		0.56
Peter C. Foy & Associates Insurance Services, LLC	(5) (6) (9) (15)	S +	6.00%	11.44%	11/01/2028	17,633	17,400		17,451		0.65
Peter C. Foy & Associates Insurance Services, LLC	(5) (9) (15)	S +	6.00%	11.44%	11/01/2027	—	(1)		(2)		—
RSC Acquisition, Inc.	(5) (9)	S +	5.50%	10.96%	11/01/2029	9,153	9,101		9,117		0.34
RSC Acquisition, Inc.	(5) (9) (15)	S +	5.50%	10.96%	11/01/2029	53,261	52,881		53,048		1.97
Summit Acquisition, Inc.	(5) (6) (9)	S +	6.75%	12.06%	05/01/2030	22,231	21,623		22,231		0.83
Summit Acquisition, Inc.	(5) (9) (15)	S +	6.75%	12.06%	05/01/2030	—	(65)		—		—
Summit Acquisition, Inc.	(5) (9) (15)	S +	6.75%	12.06%	05/01/2029	—	(63)		—		—
USI, Inc.		S +	3.25%	8.45%	09/27/2030	4,987	5,002		4,988		0.19
World Insurance Associates, LLC	(5) (6) (7) (8)	S +	6.00%	11.32%	04/03/2028	92,960	91,196		90,980		3.38
							537,068		536,514		19.92
Interactive Media & Services
Arches Buyer, Inc.	(10)	S +	3.25%	8.68%	12/06/2027	2,443	2,437		2,364		0.09
Triple Lift, Inc.	(5) (6) (10)	S +	5.50%	11.23%	05/05/2028	4,655	4,587		4,361		0.16
							7,024		6,725		0.25
IT Services
Catalis Intermediate, Inc.	(5) (6) (9)	S +	5.50%	10.95%	08/04/2027	6,736	6,627		6,495		0.24
Catalis Intermediate, Inc.	(5) (9)	S +	5.50%	10.95%	08/04/2027	1,516	1,497		1,461		0.05
Catalis Intermediate, Inc.	(5) (9) (15)	S +	5.50%	10.95%	08/04/2027	282	270		253		0.01
Donuts, Inc.	(5) (6) (8)	S +	6.00%	11.53%	12/29/2027	11,638	11,638		11,638		0.43

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Endure Digital, Inc.	(9)	S +	3.50%	9.42%	02/10/2028	5,436	$	5,366	$	5,286	0.20	%
Red Planet Borrower, LLC	(10)	S +	3.75%	9.18%	10/02/2028	4,887	4,898		4,799		0.18
Redwood Services Group, LLC	(5) (7) (9)	S +	6.25%	11.66%	12/31/2025	38,552	38,121		38,552		1.43
Redwood Services Group, LLC	(5) (9) (15)	S +	6.25%	11.66%	12/31/2025	22,948	22,533		22,841		0.85
Sedgwick Claims Management Services, Inc.		S +	3.75%	9.08%	02/24/2028	6,982	7,008		6,993		0.26
							97,958		98,318		3.65
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5) (6) (8)	S +	5.00%	10.44%	11/16/2026	7,061	7,018		7,027		0.26
SRAM, LLC	(10)	S +	2.75%	8.19%	05/18/2028	1,651	1,653		1,650		0.06
							8,671		8,677		0.32
Life Sciences Tools & Services
Curia Global, Inc.	(9)	S +	3.75%	9.16%	08/30/2026	6,842	6,850		6,499		0.24
Machinery
Answer Acquisition, LLC	(5) (6) (8)	S +	5.75%	11.20%	12/30/2026	17,877	17,659		17,710		0.66
Answer Acquisition, LLC	(5) (8) (15)	S +	5.75%	11.20%	12/30/2026	664	640		646		0.02
Chase Intermediate, LLC	(5) (15)	S +	5.25%	10.70%	10/30/2028	—	(167)		(436)		(0.02)
Chase Intermediate, LLC	(5) (15)	S +	5.25%	10.70%	10/30/2028	—	(17)		(18)		—
Engineered Machinery Holdings, Inc.	(9)	S +	3.75%	9.32%	05/19/2028	5,436	5,423		5,412		0.20
Madison IAQ, LLC	(10)	S +	3.25%	8.69%	06/21/2028	4,887	4,883		4,877		0.18
MHE Intermediate Holdings, LLC	(5) (8)	S +	6.00%	11.61%	07/21/2027	4,347	4,299		4,323		0.16
MHE Intermediate Holdings, LLC	(5) (8)	S +	6.00%	11.46%	07/21/2027	4,909	4,840		4,909		0.18
Roper Industrial Products Investment Company LLC	(11)	S +	4.00%	9.30%	11/22/2029	4,000	4,020		4,022		0.15
TK Elevator US Newco, Inc.	(10)	S +	3.50%	8.79%	04/30/2030	6,889	6,910		6,909		0.26
							48,490		48,354		1.80
Media
Aragorn Parent Corporation		S +	4.25%	9.58%	12/15/2028	5,865	5,853		5,876		0.22
Ascend Learning, LLC	(10)	S +	3.50%	8.93%	12/11/2028	4,894	4,886		4,861		0.18
							10,739		10,737		0.40
Metals & Mining
Clydesdale Acquisition Holdings, Inc.	(10)	S +	3.68%	9.11%	04/13/2029	3,990	3,995		3,994		0.15
Multi-Utilities
AWP Group Holdings, Inc.	(5) (6) (8)	S +	5.50%	10.90%	12/24/2029	28,586	27,330		28,292		1.05
AWP Group Holdings, Inc.	(5) (8) (15)	S +	5.50%	10.90%	12/24/2029	401	322		314		0.01
AWP Group Holdings, Inc.	(5) (8) (15)	S +	5.50%	10.81%	12/24/2029	935	877		902		0.03
							28,529		29,508		1.10
Personal Care Products
Conair Holdings, LLC	(10)	S +	3.75%	9.19%	05/17/2028	3,910	3,913		3,868		0.14

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Pharmaceuticals
Caerus US 1, Inc.	(5) (7) (9) (12)	S +	5.75%	11.06%	05/25/2029	39,299	$	38,641	$	39,299	1.46	%
Caerus US 1, Inc.	(5) (9) (12) (15)	S +	5.75%	11.06%	05/25/2029	2,538	2,470		2,538		0.09
Caerus US 1, Inc.	(5) (9) (12) (15)	S +	5.75%	11.06%	05/25/2029	—	(65)		—		—
Cambrex Corporation		S +	3.50%	8.93%	12/04/2026	2,432	2,436		2,365		0.09
Packaging Coordinators Midco, Inc.	(9)	S +	3.50%	9.07%	11/30/2027	6,841	6,855		6,851		0.25
							50,337		51,053		1.90
Professional Services
Bridgepointe Technologies, LLC	(5) (8)	S +	6.50%	11.96%	12/31/2027	13,026	12,673		12,845		0.48
Bridgepointe Technologies, LLC	(5) (8) (15)	S +	6.50%	11.96%	12/31/2027	3,717	3,198		3,457		0.13
Bullhorn, Inc.	(5) (8)	S +	5.50%	10.93%	09/30/2026	3,254	3,233		3,233		0.12
Bullhorn, Inc.	(5) (8)	S +	5.50%	10.93%	09/30/2026	231	229		229		0.01
Bullhorn, Inc.	(5) (8) (15)	S +	5.50%	10.93%	09/30/2026	—	(1)		(1)		—
EAB Global, Inc.		S +	3.50%	8.94%	08/16/2028	3,990	3,988		3,988		0.15
GPS Merger Sub, LLC	(5) (6) (8)	S +	6.00%	11.32%	10/02/2029	11,048	10,841		10,865		0.40
GPS Merger Sub, LLC	(5) (8) (15)	S +	6.00%	11.32%	10/02/2029	—	(26)		(48)		—
GPS Merger Sub, LLC	(5) (8) (15)	S +	6.00%	11.32%	10/02/2029	—	(42)		(38)		—
KENG Acquisition, Inc.	(5) (6) (8)	S +	6.25%	11.56%	08/01/2029	10,927	10,676		10,820		0.40
KENG Acquisition, Inc.	(5) (8) (15)	S +	6.25%	11.56%	08/01/2029	1,358	1,249		1,276		0.05
KENG Acquisition, Inc.	(5) (8) (15)	S +	6.25%	11.56%	08/01/2029	332	265		303		0.01
KWOR Acquisition, Inc.	(5) (6) (8)	S +	5.25%	10.68%	12/22/2028	22,870	22,544		22,641		0.84
KWOR Acquisition, Inc.	(5) (8) (15)	S +	5.25%	10.68%	12/22/2028	4,648	4,483		4,477		0.17
KWOR Acquisition, Inc.	(5) (15)	P +	4.25%	12.75%	12/22/2027	551	542		542		0.02
Project Boost Purchaser, LLC	(5) (6) (9)	S +	5.25%	10.59%	05/02/2029	12,116	12,021		12,116		0.45
Project Boost Purchaser, LLC	(5) (9) (15)	S +	5.25%	10.59%	05/02/2029	—	(5)		—		—
Project Boost Purchaser, LLC	(5) (9) (15)	S +	5.25%	10.59%	05/02/2028	—	(7)		—		—
Tempo Acquisition, LLC	(10)	S +	2.75%	8.08%	08/31/2028	4,888	4,906		4,900		0.18
							90,767		91,605		3.40
Real Estate Management & Development
Associations, Inc.	(5) (6) (8)	S +	6.50% (incl. 2.50% PIK)	12.09%	07/02/2027	16,032	15,926		15,904		0.59
Associations, Inc.	(5) (8) (15)	S +	6.50% (incl. 2.50% PIK)	12.09%	07/02/2027	31,388	31,187		31,135		1.16
MRI Software, LLC	(5) (8)	S +	5.50%	10.90%	02/10/2027	39,669	39,594		39,506		1.47
MRI Software, LLC	(5) (8) (15)	S +	5.50%	10.90%	02/10/2027	—	(27)		(27)		—
MRI Software, LLC	(5) (8) (15)	S +	5.50%	10.90%	02/10/2027	—	(10)		(14)		—
Zarya Intermediate, LLC	(5) (6) (8) (12)	S +	6.50%	11.84%	07/01/2027	29,630	29,584		29,385		1.09

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Zarya Intermediate, LLC	(5) (8) (12) (15)	S +	6.50%	11.84%	07/01/2027	—	$	—	$	(20)	—	%
							116,254		115,869		4.30
Software
Anaplan, Inc.	(5) (7) (9)	S +	6.50%	11.81%	06/21/2029	66,814	65,915		66,814		2.48
Appfire Technologies, LLC	(5) (8)	S +	5.50%	10.95%	03/09/2027	2,994	2,980		2,965		0.11
Appfire Technologies, LLC	(5) (8) (15)	S +	5.50%	10.95%	03/09/2027	—	(30)		(35)		—
Appfire Technologies, LLC	(5) (15)	P +	4.50%	13.00%	03/09/2027	136	131		130		—
Applied Systems, Inc.	(11)	S +	3.50%	8.81%	02/24/2031	4,000	4,020		4,022		0.15
Astra Acquisition Corp.	(10)	S +	5.25%	10.57%	10/25/2028	1,484	1,473		594		0.02
Bottomline Technologies, Inc.	(5) (6) (9)	S +	5.75%	11.08%	05/14/2029	23,945	23,557		23,896		0.89
Bottomline Technologies, Inc.	(5) (9) (15)	S +	5.75%	11.08%	05/15/2028	—	(24)		—		—
Central Parent, Inc.		S +	4.00%	9.31%	07/06/2029	4,000	4,015		4,010		0.15
Cloud Software Group, Inc.	(11)	S +	4.50%	9.91%	03/30/2029	4,000	3,970		3,979		0.15
Cloudera, Inc.	(10)	S +	3.75%	9.18%	10/08/2028	2,450	2,448		2,438		0.09
Coupa Holdings, LLC	(5) (7) (9)	S +	7.50%	12.81%	02/27/2030	20,712	20,249		20,583		0.76
Coupa Holdings, LLC	(5) (9) (15)	S +	7.50%	12.81%	02/27/2030	—	(7)		(4)		—
Coupa Holdings, LLC	(5) (9) (15)	S +	7.50%	12.81%	02/27/2029	—	(11)		(3)		—
Cyara AcquisitionCo, LLC	(5) (8)	S +	6.75% (incl. 2.75% PIK)	12.56%	06/28/2029	56,567	55,180		55,724		2.07
Cyara AcquisitionCo, LLC	(5) (8) (15)	S +	6.75% (incl. 2.75% PIK)	12.56%	06/28/2029	—	(91)		(56)		—
Delta TopCo, Inc.	(9)	S +	3.75%	9.12%	12/01/2027	5,217	5,221		5,220		0.19
E-Discovery AcquireCo, LLC	(5) (8)	S +	6.50%	11.84%	08/29/2029	31,625	30,890		31,170		1.16
E-Discovery AcquireCo, LLC	(5) (8) (15)	S +	6.50%	11.84%	08/29/2029	—	(65)		(41)		—
ECI Macola Max Holding, LLC	(9)	S +	3.75%	9.31%	11/09/2027	4,886	4,892		4,892		0.18
Epicor Software Corporation	(9)	S +	3.25%	8.69%	07/30/2027	6,443	6,460		6,461		0.24
Formstack Acquisition Co	(5) (8)	S +	5.25%	10.57%	03/28/2030	81,875	80,649		80,647		2.99
Formstack Acquisition Co	(5) (8) (15)	S +	5.25%	10.57%	03/28/2030	—	(246)		(246)		(0.01)
Formstack Acquisition Co	(5) (8) (15)	S +	5.25%	10.57%	03/28/2030	—	(246)		(246)		(0.01)
Fullsteam Operations, LLC	(5) (8)	S +	8.25%	13.73%	11/27/2029	19,313	18,756		19,171		0.71
Fullsteam Operations, LLC	(5) (8) (15)	S +	8.25%	13.73%	11/27/2029	4,561	4,200		4,326		0.16
Fullsteam Operations, LLC	(5) (8) (15)	S +	8.25%	13.73%	11/27/2029	—	(31)		(8)		—
GoTo Group, Inc.		S +	4.75%	10.17%	04/30/2028	4,834	4,043		4,173		0.15
Granicus, Inc.	(5) (7) (9)	S +	5.25%	10.62%	01/17/2031	59,828	59,248		59,248		2.20
Granicus, Inc.	(5) (9) (15)	S +	5.25%	10.62%	01/17/2031	—	(49)		(43)		—
Granicus, Inc.	(5) (9) (15)	S +	5.25%	10.62%	01/17/2031	—	(82)		(82)		—
GS AcquisitionCo, Inc.	(5) (8)	S +	5.00%	10.30%	05/25/2028	29,807	29,647		29,807		1.11
GS AcquisitionCo, Inc.	(5) (8) (15)	S +	5.00%	10.30%	05/25/2028	—	(29)		(29)		—

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
GS AcquisitionCo, Inc.	(5) (8) (15)	S +	5.00%	10.30%	05/25/2028	—	$	(23)	$	—	—	%
Icefall Parent, Inc.	(5) (8)	S +	6.50%	11.80%	01/25/2030	25,054	24,563		24,563		0.91
Icefall Parent, Inc.	(5) (8) (15)	S +	6.50%	11.80%	01/25/2030	—	(46)		(46)		—
Imprivata, Inc.	(10)	S +	3.75%	9.32%	12/01/2027	6,469	6,467		6,482		0.24
Ivanti Software, Inc.	(10)	S +	4.25%	9.84%	12/01/2027	2,450	2,452		2,290		0.09
Kaseya, Inc.	(5) (7) (9)	S +	6.00% (incl. 2.50% PIK)	11.31%	06/25/2029	52,587	51,979		52,571		1.95
Kaseya, Inc.	(5) (9) (15)	S +	6.00% (incl. 2.50% PIK)	11.31%	06/25/2029	195	177		194		0.01
Kaseya, Inc.	(5) (9) (15)	S +	6.00% (incl. 2.50% PIK)	11.31%	06/25/2029	794	760		793		0.03
LegitScript, LLC	(5) (6) (9)	S +	5.75%	11.08%	06/24/2029	33,127	32,596		32,925		1.22
LegitScript, LLC	(5) (9) (15)	S +	5.75%	11.08%	06/24/2029	876	802		820		0.03
LegitScript, LLC	(5) (9) (15)	S +	5.75%	11.08%	06/24/2028	1,250	1,177		1,218		0.05
Magenta Buyer, LLC	(9)	S +	5.00%	10.57%	07/27/2028	4,900	4,886		2,881		0.11
Matrix Parent, Inc.	(5) (9) (14)	S +	5.00%	10.50%	03/01/2029	12,773	12,671		8,047		0.30
Maverick Bidco, Inc.	(10)	S +	3.75%	9.21%	05/18/2028	3,920	3,906		3,900		0.14
McAfee, LLC	(11)	S +	3.75%	9.17%	03/01/2029	5,000	5,000		4,984		0.19
Mediaocean, LLC	(10)	S +	3.50%	8.93%	12/15/2028	1,960	1,965		1,937		0.07
Montana Buyer, Inc.	(5) (6) (9)	S +	5.75%	11.08%	07/22/2029	26,664	26,226		26,560		0.99
Montana Buyer, Inc.	(5) (9) (15)	P +	4.75%	13.25%	07/22/2028	436	392		424		0.02
Netwrix Corporation And Concept Searching, Inc.	(5) (6) (9)	S +	5.00%	10.38%	06/11/2029	24,209	24,024		23,959		0.89
Netwrix Corporation And Concept Searching, Inc.	(5) (9) (15)	S +	5.00%	10.31%	06/11/2029	361	355		356		0.01
Netwrix Corporation And Concept Searching, Inc.	(5) (9) (15)	S +	5.00%	10.38%	06/11/2029	—	(11)		(16)		—
Oak Purchaser, Inc.	(5) (9)	S +	5.50%	10.81%	04/28/2028	10,710	10,602		10,502		0.39
Oak Purchaser, Inc.	(5) (9) (15)	S +	5.50%	10.81%	04/28/2028	5,583	5,503		5,488		0.20
Oak Purchaser, Inc.	(5) (9) (15)	S +	5.50%	10.81%	04/28/2028	—	(8)		(11)		—
Polaris Newco, LLC	(10)	S +	4.00%	9.57%	06/02/2028	4,887	4,901		4,838		0.18
Project Leopard Holdings, Inc.	(6) (10) (12)	S +	5.25%	10.66%	07/20/2029	22,002	20,742		20,252		0.75
Proofpoint, Inc.	(10)	S +	3.25%	8.69%	08/31/2028	7,095	7,087		7,095		0.26
Quartz Acquireco, LLC	(11)	S +	3.50%	8.08%	06/28/2030	5,000	5,012		5,006		0.19
Quest Software US Holdings, Inc.	(10)	S +	4.25%	9.71%	02/01/2029	3,940	3,919		2,978		0.11
Revalize, Inc.	(5) (8)	S +	5.75%	11.21%	04/15/2027	5,803	5,771		5,456		0.20
Revalize, Inc.	(5) (8) (15)	S +	5.75%	11.21%	04/15/2027	177	173		135		0.01
Riskonnect Parent, LLC	(5) (7) (9)	S +	5.50%	10.82%	12/07/2028	29,795	29,246		29,246		1.09
Riskonnect Parent, LLC	(5) (9) (15)	S +	5.50%	10.82%	12/07/2028	5,698	5,551		5,566		0.21
Riskonnect Parent, LLC	(5) (9) (15)	S +	5.50%	10.82%	12/07/2028	—	(82)		(82)		—
Securonix, Inc.	(5) (6) (9)	S +	6.00%	11.33%	04/05/2028	21,010	20,741		19,945		0.74
Securonix, Inc.	(5) (9) (15)	S +	6.00%	11.33%	04/05/2028	—	(44)		(192)		(0.01)

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Skopima Merger Sub, Inc.	(10)	S +	4.00%	9.44%	05/12/2028	2,444	$	2,448	$	2,431	0.09	%
Sophia, L.P.		S +	3.50%	8.93%	10/09/2029	5,344	5,341		5,364		0.20
Sovos Compliance, LLC	(10)	S +	4.50%	9.94%	08/11/2028	1,956	1,967		1,937		0.07
Trunk Acquisition, Inc.	(5) (6) (8)	S +	5.75%	11.20%	02/19/2027	6,720	6,678		6,622		0.25
Trunk Acquisition, Inc.	(5) (8) (15)	S +	5.75%	11.20%	02/19/2026	—	(3)		(9)		—
UKG, Inc.		S +	3.50%	8.81%	02/10/2031	5,000	5,012		5,024		0.19
Veritas US, Inc.	(8)	S +	5.00%	10.44%	09/01/2025	4,886	4,892		4,509		0.17
Vision Solutions, Inc.	(10)	S +	4.00%	9.59%	04/24/2028	4,887	4,886		4,883		0.18
							777,686		771,302		28.63
Specialty Retail
Wheel Pros, LLC	(9)	S +	4.50%	10.09%	05/11/2028	2,444	2,446		1,963		0.07
Transportation Infrastructure
Brown Group Holding, LLC	(10)	S +	3.00%	8.33%	07/02/2029	5,000	5,006		4,998		0.19
Wireless Telecommunication Services
CCI Buyer, Inc.	(9)	S +	4.00%	9.30%	12/17/2027	4,927	4,881		4,894		0.18
Mobile Communications America, Inc.	(5) (6) (8)	S +	6.00%	11.31%	10/16/2029	13,356	13,167		13,232		0.49
Mobile Communications America, Inc.	(5) (8) (15)	S +	6.00%	11.31%	10/16/2029	—	(30)		(40)		—
Mobile Communications America, Inc.	(5) (8) (15)	S +	6.00%	11.31%	10/16/2029	—	(30)		(20)		—
							17,988		18,066		0.67
Total First Lien Debt							$	3,797,497	$	3,777,505	140.24	%
Second Lien Debt
Commercial Services & Supplies
Sweep Midco LLC	(5) (8) (17)				03/12/2036	1,532	$	—	$	—	—	%
Sweep Midco LLC	(5) (8) (17)				03/12/2034	528	264		264		0.01
							264		264		0.01
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(10)	S +	7.00%	12.57%	03/02/2029	9,800	8,467		8,240		0.31
Infinite Bidco, LLC	(10)	S +	7.00%	12.57%	03/02/2029	2,500	2,173		2,102		0.08
							10,640		10,342		0.38
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5) (8)	S +	8.00%	13.43%	12/10/2027	360	355		354		0.01
Heartland Veterinary Partners, LLC	(5) (8)	S +	8.00%	13.43%	12/10/2027	140	138		137		0.01
							493		491		0.02
Software
Matrix Parent, Inc.	(5) (10) (14)	S +	8.00%	12.75%	03/01/2030	10,880	10,505		—		—
Total Second Lien Debt							$	21,902	$	11,097	0.41	%

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Acquisition Date	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Other Investments
Unsecured Debt
Fetch Insurance Services, LLC	(5)		12.75% (incl. 3.75% PIK)			10/31/2027	2,585	$	2,529	$	2,508	0.09	%
Total Unsecured Debt								2,529		2,508		0.09
Preferred Equity
FORTIS Solutions Group, LLC	(5) (13)		12.25%		6/24/2022		3,000,000	$	3,650	$	2,910	0.11	%
Knockout Intermediate Holdings I, Inc.	(5) (13)		11.75%		6/25/2022		9,990	11,689		11,698		0.43
Revalize, Inc.	(5) (13)	S +	10.00%		4/14/2022		1,164	1,407		1,469		0.05
RSK Holdings, Inc. (Riskonnect)	(5) (13)	S +	10.50%		7/7/2022		10,358,600	12,565		13,031		0.48
Vardiman Black Holdings, LLC	(5) (13)		6.00% PIK		3/29/2024		5,298,893	3,375		3,375		0.13
Total Preferred Equity								32,686		32,483		1.21
Common Equity
Amerilife Holdings, LLC	(5) (13)				9/1/2022		9,880	$	273	$	357	0.01	%
Frisbee Holdings, LP (Fetch)	(5) (13)				10/31/2022		28,531	363		363		0.01
Fullsteam Operations, LLC	(5) (13)				11/27/2023		44,487	1,500		1,500		0.06
LUV Car Wash	(5) (13)				4/6/2022		1,260	1,260		785		0.03
Reveal Data Solutions	(5) (13)				8/29/2023		849,231	1,104		1,197		0.04
SDB Holdco, LLC	(5) (13)				3/29/2024		10,921,109	—		—		—
Surewerx Topco, LP	(5) (12) (13)				12/28/2022		189	189		222		0.01
Total Common Equity								$	4,689	$	4,424	0.16	%
Total Other Investments								$	39,904	$	39,415	1.46	%
Total Portfolio Investments								$	3,859,303	$	3,828,017	142.11	%


				Interest Rate Swaps(a)(b)(c)
Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Change in Unrealized Appreciation/(Depreciation)
SMBC Capital Markets, Inc.	Series A 2026 Notes	8.10%	S + 4.34%	3/16/2026	$	204,000	$	(1,831)	$	—	$	(1,831)
SMBC Capital Markets, Inc.	Series A 2028 Notes	8.13%	S + 4.56%	3/16/2028	146,000		(2,046)		—		(2,046)
SMBC Capital Markets, Inc.	Series B 2026 Notes	8.84%	S + 5.13%	8/10/2026	107,000		(1,129)		—		(1,129)
SMBC Capital Markets, Inc.	Series B 2028 Notes	8.88%	S + 5.30%	8/10/2028	128,000		(1,886)		—		(1,886)
SMBC Capital Markets, Inc.	Series C 2027 Notes	8.92%	S + 4.49%	3/1/2027	136,500		198		—		(2,269)
SMBC Capital Markets, Inc.	Series C 2029 Notes	9.07%	S + 4.77%	3/1/2029	163,500		1,410		—		(3,674)
Total					$	885,000	$	(5,284)	$	—	$	(12,835)

(a) Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b) Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of March 31, 2024, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of March 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the ING Facility (as defined below). See Note 6 "Debt".
(3)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2024. As of March 31, 2024, the reference rates for our variable rate loans were the 3-month E at 3.89%, 1-month S at 5.33%, 3-month S at 5.30%, 6-month S at 5.22% and the P at 8.50%.
(4)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)			Assets or a portion thereof are pledged as collateral for the Wells Fargo Funding Facility (as defined below). See Note 6 “Debt”.
(7)			Assets or a portion thereof are pledged as collateral for the CBNA Facility (as defined below). See Note 6 “Debt”.
(8)			Loan includes interest rate floor of 1.00%.
(9)			Loan includes interest rate floor of 0.75%.
(10)			Loan includes interest rate floor of 0.50%.
(11)			Position or portion thereof unsettled as of March 31, 2024.
(12)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2024 non-qualifying assets represented 4.83% of total assets as calculated in accordance with regulatory requirements.
(13)			Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of March 31, 2024, the aggregate fair value of these securities is $36,907 or 1.37% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(14)			Investment was on non-accrual status as of March 31, 2024.

(15) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date started. See below for more information on the Company’s unfunded commitments as of March 31, 2024.

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

48Forty Solutions, LLC

Revolver

11/30/2026

1,683

(215)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

08/01/2025

8,062

(83)

AWP Group Holdings, Inc.

Revolver

12/24/2029

2,290

(24)

Abracon Group Holdings, LLC

Delayed Draw Term Loan

07/06/2024

1,905

(489)

Advarra Holdings, Inc.

Delayed Draw Term Loan

08/26/2024

1,191

(12)

Answer Acquisition, LLC

Revolver

12/30/2026

1,336

(12)

Apex Service Partners, LLC

Delayed Draw Term Loan

10/24/2025

5,662

(102)

Apex Service Partners, LLC

Revolver

10/24/2029

2,586

(47)

Appfire Technologies, LLC

Delayed Draw Term Loan

06/13/2024

3,680

(35)

Appfire Technologies, LLC

Revolver

03/09/2027

459

(4)

Applitools, Inc.

Revolver

05/25/2028

1,400

(29)

Aptean, Inc.

Delayed Draw Term Loan

01/30/2026

10,588

(54)

Aptean, Inc.

Revolver

01/30/2031

5,710

(56)

Arcoro Holdings Corp.

Revolver

03/28/2030

9,261

(185)

Associations, Inc.

Delayed Draw Term Loan

06/10/2024

215

(2)

Atlas Us Finco, Inc.

Revolver

12/09/2028

1,283

—

Avalara, Inc.

Revolver

10/19/2028

2,006

—

Bottomline Technologies, Inc.

Revolver

05/15/2028

1,733

—

Bradyifs Holdings, LLC

Delayed Draw Term Loan

10/31/2025

3,384

(45)

Bradyifs Holdings, LLC

Revolver

10/31/2029

3,448

(46)

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

04/01/2025

15,059

(209)

Bullhorn, Inc.

Revolver

09/30/2026

143

(1)

COP Collisionright Parent, LLC

Delayed Draw Term Loan

01/29/2030

16,628

(169)

COP Collisionright Parent, LLC

Revolver

01/29/2030

4,160

(81)

Caerus US 1, Inc.

Delayed Draw Term Loan

10/28/2024

3,188

—

Caerus US 1, Inc.

Revolver

05/25/2029

4,179

—

Catalis Intermediate, Inc.

Revolver

08/04/2027

536

(19)

Chase Intermediate, LLC

Delayed Draw Term Loan

08/31/2025

18,851

(436)

Chase Intermediate, LLC

Revolver

10/30/2028

943

(18)

Coupa Holdings, LLC

Delayed Draw Term Loan

08/27/2024

699

(4)

Coupa Holdings, LLC

Revolver

02/27/2029

536

(3)

Cyara AcquisitionCo, LLC

Revolver

06/28/2029

3,769

(56)

Dwyer Instruments, Inc.

Delayed Draw Term Loan

12/22/2025

17,148

(233)

Dwyer Instruments, Inc.

Revolver

07/21/2027

2,733

(30)

E-Discovery AcquireCo, LLC

Revolver

08/29/2029

2,875

(41)

EVDR Purchaser, Inc.

Delayed Draw Term Loan

10/02/2024

11,847

(116)

EVDR Purchaser, Inc.

Revolver

02/14/2031

4,265

(84)

Energy Labs Holdings Corp.

Revolver

04/07/2028

866

(8)

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Excelitas Technologies Corp.

Delayed Draw Term Loan

08/12/2024

1,032

(4)

Excelitas Technologies Corp.

Revolver

08/14/2028

805

(3)

FLS Holding, Inc.

Revolver

12/17/2027

833

(5)

FORTIS Solutions Group, LLC

Delayed Draw Term Loan

06/24/2024

10,196

—

FORTIS Solutions Group, LLC

Revolver

10/15/2027

610

—

Formstack Acquisition Co

Delayed Draw Term Loan

03/30/2026

32,750

(246)

Formstack Acquisition Co

Revolver

03/28/2030

16,375

(246)

Foundation Risk Partners Corp.

Revolver

10/29/2027

653

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

05/27/2025

2,263

(17)

Fullsteam Operations, LLC

Delayed Draw Term Loan

11/27/2025

1,954

(14)

Fullsteam Operations, LLC

Delayed Draw Term Loan

08/25/2025

18,501

(136)

Fullsteam Operations, LLC

Delayed Draw Term Loan

02/23/2026

4,625

(34)

Fullsteam Operations, LLC

Revolver

11/27/2029

1,080

(8)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

12/31/2024

29,003

(415)

GC Waves Holdings, Inc.

Revolver

08/10/2029

1,690

(24)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/02/2025

2,864

(48)

GPS Merger Sub, LLC

Revolver

10/02/2029

2,292

(38)

GS AcquisitionCo, Inc.

Delayed Draw Term Loan

03/26/2026

11,595

(29)

GS AcquisitionCo, Inc.

Revolver

05/25/2028

4,361

—

Galway Borrower, LLC

Delayed Draw Term Loan

02/02/2026

5,179

(25)

Galway Borrower, LLC

Delayed Draw Term Loan

04/28/2024

18,062

(435)

Galway Borrower, LLC

Revolver

09/29/2028

2,235

(54)

Gateway US Holdings, Inc.

Revolver

09/22/2026

454

—

Granicus, Inc.

Delayed Draw Term Loan

01/17/2026

8,936

(43)

Granicus, Inc.

Revolver

01/17/2031

8,469

(82)

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

519

(3)

Helios Service Partners, LLC

Delayed Draw Term Loan

02/07/2025

5,426

(50)

Helios Service Partners, LLC

Revolver

03/19/2027

963

(9)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

03/27/2026

22,478

(112)

High Street Buyer, Inc.

Delayed Draw Term Loan

02/04/2025

11,756

(117)

High Street Buyer, Inc.

Delayed Draw Term Loan

03/11/2026

24,566

(244)

Hyland Software, Inc.

Revolver

09/19/2029

3,341

(20)

Icefall Parent, Inc.

Revolver

01/25/2030

2,386

(46)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

16,874

(277)

Inszone Mid, LLC

Revolver

11/12/2029

2,549

(42)

Integrity Marketing Acquisition, LLC

Revolver

08/27/2026

2,060

(22)

Iris Buyer, LLC

Delayed Draw Term Loan

10/02/2030

765

(16)

Iris Buyer, LLC

Revolver

10/02/2029

2,251

(48)

KENG Acquisition, Inc.

Delayed Draw Term Loan

08/01/2025

6,938

(68)

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

KENG Acquisition, Inc.

Revolver

08/01/2029

2,656

(26)

KWOR Acquisition, Inc.

Delayed Draw Term Loan

06/22/2024

12,437

(124)

KWOR Acquisition, Inc.

Revolver

12/22/2027

424

(4)

Kaseya, Inc.

Delayed Draw Term Loan

06/23/2025

2,952

(1)

Kaseya, Inc.

Revolver

06/25/2029

2,358

(1)

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

08/01/2024

740

(8)

LJ Avalon Holdings, LLC

Revolver

02/01/2029

486

(5)

LUV Car Wash Group, LLC

Delayed Draw Term Loan

03/14/2024

956

(1)

LegitScript, LLC

Delayed Draw Term Loan

06/24/2024

8,266

(50)

LegitScript, LLC

Revolver

06/24/2028

3,958

(24)

MRI Software, LLC

Delayed Draw Term Loan

12/19/2025

6,027

(27)

MRI Software, LLC

Revolver

02/10/2027

2,584

(11)

MRI Software, LLC

Revolver

02/10/2027

603

(3)

Magneto Components Buyco, LLC

Delayed Draw Term Loan

06/05/2025

9,472

(186)

Magneto Components Buyco, LLC

Revolver

12/05/2029

7,894

(155)

Magnolia Wash Holdings

Revolver

07/14/2028

183

(20)

Mantech International CP

Delayed Draw Term Loan

09/14/2024

3,349

—

Mantech International CP

Revolver

09/14/2028

3,200

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

4,319

(40)

Mobile Communications America, Inc.

Revolver

10/16/2029

2,160

(20)

Montana Buyer, Inc.

Revolver

07/22/2028

2,613

(10)

Netwrix Corporation And Concept Searching, Inc.

Delayed Draw Term Loan

06/10/2024

175

(2)

Netwrix Corporation And Concept Searching, Inc.

Revolver

06/11/2029

1,521

(16)

Oak Purchaser, Inc.

Delayed Draw Term Loan

04/28/2024

4,336

(42)

Oak Purchaser, Inc.

Revolver

04/28/2028

1,117

(11)

Orion Group Holdco, LLC

Delayed Draw Term Loan

03/19/2027

16,342

(192)

PDI TA Holdings, Inc.

Delayed Draw Term Loan

02/03/2031

12,294

(60)

PDI TA Holdings, Inc.

Revolver

02/03/2031

3,678

(36)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

08/31/2025

20,235

(77)

PT Intermediate Holdings III, LLC

Delayed Draw Term Loan

09/02/2024

4,166

(84)

Pareto Health Intermediate Holdings, Inc.

Revolver

06/01/2029

10,666

(30)

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

468

(3)

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

10/19/2024

8,651

(11)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/01/2027

185

(2)

Project Accelerate Parent, LLC

Revolver

02/24/2031

4,812

(47)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

05/02/2024

1,263

—

Project Boost Purchaser, LLC

Revolver

05/02/2028

963

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

02/14/2025

1,416

(6)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/01/2024

3,317

—

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Randy's Holdings, Inc.

Revolver

11/01/2028

1,110

—

Raptor Merger Sub Debt, LLC

Revolver

04/01/2029

1,953

—

Redwood Services Group, LLC

Delayed Draw Term Loan

02/05/2026

10,678

(100)

Revalize, Inc.

Revolver

04/15/2027

532

(32)

Riskonnect Parent, LLC

Delayed Draw Term Loan

07/22/2024

17,237

—

Riskonnect Parent, LLC

Delayed Draw Term Loan

03/01/2025

5,118

(50)

Riskonnect Parent, LLC

Revolver

12/07/2028

4,309

(82)

RoadOne IntermodaLogistics

Delayed Draw Term Loan

12/29/2023

108

(2)

RoadOne IntermodaLogistics

Revolver

12/29/2028

122

(2)

Securonix, Inc.

Revolver

04/05/2028

3,782

(192)

Sherlock Buyer Corp.

Revolver

12/08/2027

821

—

Smarsh, Inc.

Delayed Draw Term Loan

02/18/2025

536

(7)

Smarsh, Inc.

Revolver

02/16/2029

161

(2)

Sonny's Enterprises, LLC

Delayed Draw Term Loan

11/05/2024

2,067

—

Sonny's Enterprises, LLC

Revolver

08/05/2027

5,318

—

Spotless Brands, LLC

Revolver

07/25/2028

783

(4)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

(6)

Summit Acquisition, Inc.

Delayed Draw Term Loan

11/01/2024

4,965

—

Summit Acquisition, Inc.

Revolver

05/01/2029

2,483

—

Summit Buyer, LLC

Delayed Draw Term Loan

08/25/2025

18,851

(760)

Summit Buyer, LLC

Revolver

01/14/2027

2,407

(97)

Superman Holdings, LLC

Delayed Draw Term Loan

05/01/2025

2,418

(22)

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

06/28/2024

417

—

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

227

—

Tamarack Intermediate, LLC

Delayed Draw Term Loan

10/06/2025

1,095

(20)

Tamarack Intermediate, LLC

Revolver

03/13/2028

2,475

(45)

Tank Holding Corp.

Delayed Draw Term Loan

05/22/2024

5,053

(82)

Tank Holding Corp.

Revolver

03/31/2028

1,400

(22)

Tidi Legacy Products, Inc.

Delayed Draw Term Loan

06/19/2025

2,864

(45)

Tidi Legacy Products, Inc.

Revolver

12/19/2029

2,062

(32)

Trintech, Inc.

Revolver

07/25/2029

3,418

(48)

Trunk Acquisition, Inc.

Revolver

02/19/2026

643

(9)

V Global Holdings, LLC

Revolver

12/22/2025

775

(47)

VRC Companies, LLC

Delayed Draw Term Loan

08/15/2025

50,954

(738)

VRC Companies, LLC

Revolver

06/29/2027

251

—

Vardiman Black Holdings, LLC

Delayed Draw Term Loan

03/29/2026

1,325

(40)

Vensure Employer Services, Inc.

Delayed Draw Term Loan

03/26/2027

10,881

(119)

Vertex Service Partners, LLC

Delayed Draw Term Loan

11/08/2025

10,196

(216)

Vertex Service Partners, LLC

Revolver

11/08/2030

2,513

(53)

Table of Contents

North Haven Private Income Fund LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
YI, LLC	Delayed Draw Term Loan	12/03/2029	$	3,676	$	(46)
YI, LLC	Revolver	12/03/2029	2,701		(34)
Zarya Intermediate, LLC	Revolver	07/01/2027	2,807		(20)
iCIMS, Inc.	Delayed Draw Term Loan	08/18/2025	1,268		—
iCIMS, Inc.	Revolver	08/18/2028	557		—
Total First Lien Debt Unfunded Commitments			$	833,180	$	(10,237)
Total Unfunded Commitments			$	833,180	$	(10,237)


(16)			Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").
(17)			Non-income producing security.
(18)			The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 “Significant Accounting Policies".

The accompanying notes are an integral part of these unaudited consolidated financial statements

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
KKR Apple Bidco, LLC	(10)	S +	2.75%	8.22%	09/22/2028	4,900	$	4,895	$	4,890	0.21	%
Mantech International CP	(5) (6) (9)	S +	5.75%	11.13%	09/14/2029	21,330	20,962		21,330		0.93
Mantech International CP	(5) (9) (14)	S +	5.75%	11.13%	09/14/2029	1,842	1,782		1,842		0.08
Mantech International CP	(5) (9) (14)	S +	5.75%	11.13%	09/14/2028	—	(50)		—		—
							27,589		28,062		1.22
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(5) (7) (9)	S +	5.75%	11.18%	06/11/2027	50,905	50,138		50,534		2.19
Omni Intermediate Holdings, LLC	(5) (6) (8)	S +	5.00%	10.54%	12/30/2026	11,030	10,924		10,507		0.46
Omni Intermediate Holdings, LLC	(5) (8) (14)	S +	5.00%	10.41%	12/30/2026	488	481		442		0.02
Omni Intermediate Holdings, LLC	(5) (14)	P +	4.00%	12.50%	12/30/2025	555	551		521		0.02
RoadOne IntermodaLogistics	(5) (8)	S +	6.25%	11.61%	12/29/2028	653	636		641		0.03
RoadOne IntermodaLogistics	(5) (8) (14)	S +	6.25%	11.61%	12/29/2028	60	57		57		—
RoadOne IntermodaLogistics	(5) (8) (14)	S +	6.25%	11.72%	12/29/2028	8	4		6		—
							62,791		62,708		2.72
Automobile Components
Continental Battery Company	(5) (6) (8)	S +	6.75% (incl. 4.08% PIK)	12.28%	01/20/2027	6,204	6,122		5,164		0.22
Les Schwab Tire Centers	(10)	S +	3.25%	8.71%	11/02/2027	4,899	4,903		4,893		0.21
Randy's Holdings, Inc.	(5) (6) (8)	S +	6.50%	11.78%	11/01/2028	11,195	10,908		11,157		0.48
Randy's Holdings, Inc.	(5) (8) (14)	S +	6.50%	11.78%	11/01/2028	—	(46)		(13)		—
Randy's Holdings, Inc.	(5) (8) (14)	S +	6.50%	11.73%	11/01/2028	435	399		430		0.02
Sonny's Enterprises, LLC	(5) (6) (8)	S +	6.75%	12.28%	08/05/2028	33,453	32,776		33,453		1.45
Sonny's Enterprises, LLC	(5) (8) (14)	S +	6.75%	12.27%	08/05/2028	2,362	2,241		2,362		0.10
Sonny's Enterprises, LLC	(5) (8) (14)	S +	6.75%	12.28%	08/05/2027	—	(112)		—		—
							57,191		57,446		2.49
Automobiles
ARI Network Services, Inc.	(5) (6) (9)	S +	5.25%	10.71%	02/28/2025	14,087	13,973		13,952		0.61
Portfolio Group	(5) (8) (14)	S +	6.00%	11.59%	12/02/2025	989	938		966		0.04
Summit Buyer, LLC	(5) (8) (14)	S +	5.75%	11.19%	01/14/2026	11,213	10,748		10,331		0.45
Summit Buyer, LLC	(5) (14)	P +	4.75%	13.25%	01/14/2026	—	(63)		(71)		—
							25,596		25,178		1.09
Beverages
Triton Water Holdings, Inc.	(10)	S +	3.25%	8.86%	03/31/2028	4,900	4,881		4,848		0.21

Biotechnology
GraphPad Software, LLC	(5) (6) (8)	S +	5.50%	11.22%	04/27/2027	7,926	7,872		7,896		0.34

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
GraphPad Software, LLC	(5) (8)	S +	5.50%	11.13%	04/27/2027	4,412	$	4,385	$	4,395	0.19	%
							12,257		12,291		0.53
Broadline Retail
PUG, LLC		S +	3.50%	8.97%	02/12/2027	4,898	4,894		4,810		0.21
Building Products
ACProducts, Inc.	(10)	S +	4.25%	9.86%	05/17/2028	4,899	4,885		4,286		0.19
Chamberlain Group, Inc.	(10)	S +	3.25%	8.71%	11/03/2028	3,920	3,916		3,907		0.17
Icebox Holdco III, Inc.	(10)	S +	3.75%	9.11%	12/22/2028	2,458	2,461		2,437		0.11
White Cap Buyer, LLC		S +	3.75%	9.11%	10/19/2027	2,456	2,459		2,460		0.11
							13,721		13,090		0.57
Chemicals
Olympus Water US Holding Corporation	(10)	S +	3.75%	9.36%	11/09/2028	2,940	2,943		2,931		0.13
Tank Holding Corp.	(5) (6) (7) (9)	S +	5.75%	11.21%	03/31/2028	53,914	52,839		52,026		2.26
Tank Holding Corp.	(5) (9) (14)	S +	5.75%	11.21%	03/31/2028	3,085	2,920		2,904		0.13
Tank Holding Corp.	(9) (14)	S +	5.75%	11.21%	03/31/2028	498	471		414		0.02
V Global Holdings, LLC	(5) (6) (9)	S +	5.75%	11.21%	12/22/2027	14,562	14,340		14,269		0.62
V Global Holdings, LLC	(5) (9) (14)	S +	5.75%	11.21%	12/22/2025	828	806		787		0.03
							74,319		73,331		3.18
Commercial Services & Supplies
Allied Universal Holdco, LLC	(10)	S +	3.75%	9.21%	05/12/2028	6,860	6,852		6,823		0.30
Atlas Us Finco, Inc.	(5) (6) (8) (11)	S +	7.25%	12.51%	12/09/2029	13,852	13,480		13,852		0.60
Atlas Us Finco, Inc.	(5) (8) (11) (14)	S +	7.25%	12.51%	12/09/2028	—	(32)		—		—
BPG Holdings IV Corp.	(5) (7) (9)	S +	6.00%	11.36%	07/29/2029	16,677	15,710		16,286		0.71
DG Investment Intermediate Holdings 2, Inc.	(10)	S +	3.75%	9.22%	03/31/2028	4,414	4,417		4,367		0.19
Employbridge Holding Company	(10)	S +	4.75%	10.41%	07/19/2028	2,450	2,450		1,997		0.09
Energy Labs Holdings Corp.	(5) (7) (8)	S +	5.25%	10.71%	04/07/2028	7,297	7,213		7,210		0.31
Energy Labs Holdings Corp.	(5) (8)	S +	5.25%	10.71%	04/07/2028	694	685		685		0.03
Energy Labs Holdings Corp.	(5) (8) (14)	S +	5.25%	10.71%	04/07/2028	448	435		434		0.02
FLS Holding, Inc.	(5) (6) (8) (11)	S +	5.25%	10.77%	12/15/2028	8,797	8,661		8,744		0.38
FLS Holding, Inc.	(5) (8) (11)	S +	5.25%	10.77%	12/15/2028	2,063	2,030		2,050		0.09
FLS Holding, Inc.	(5) (8) (11) (14)	S +	5.25%	10.77%	12/17/2027	—	(11)		(5)		—
Helios Service Partners, LLC	(5) (8)	S +	6.25%	11.88%	03/19/2027	12,191	11,914		12,069		0.52
Helios Service Partners, LLC	(5) (8) (14)	S +	6.25%	11.88%	03/19/2027	12,381	11,976		12,151		0.53
Helios Service Partners, LLC	(5) (8) (14)	S +	6.00%	11.61%	03/19/2027	1,330	1,279		1,307		0.06
Iris Buyer, LLC	(5) (8)	S +	6.25%	11.60%	10/02/2030	15,756	15,333		15,333		0.67
Iris Buyer, LLC	(5) (8) (14)	S +	6.25%	11.61%	10/02/2030	326	292		292		0.01
Iris Buyer, LLC	(5) (8) (14)	S +	6.25%	11.60%	10/02/2029	—	(59)		(59)		—
LHS Borrower, LLC	(10)	S +	4.75%	10.07%	02/16/2029	2,451	2,417		2,209		0.10

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Atlas Us Finco, Inc.	(5) (6) (8)(11)	S +	7.25%	12.51%	12/09/2029	21,797	$	21,364	$	21,364	0.93	%
PECF USS Intermediate Holding III Corporation	(10)	S +	4.25%	9.89%	12/15/2028	4,900	4,910		3,796		0.16
Sherlock Buyer Corp.	(5) (6) (8)	S +	5.75%	11.20%	12/08/2028	6,992	6,884		6,987		0.30
Sherlock Buyer Corp.	(5) (8) (14)	S +	5.75%	11.20%	12/08/2028	—	(15)		(1)		—
Sherlock Buyer Corp.	(5) (8) (14)	S +	5.75%	11.20%	12/08/2027	—	(11)		—		—
SITEL Worldwide Corporation		S +	3.75%	9.22%	08/28/2028	4,900	4,914		4,694		0.20
Surewerx Purchaser III, Inc.	(5) (6) (9) (11)	S +	6.75%	12.10%	12/28/2029	2,012	1,958		2,012		0.09
Surewerx Purchaser III, Inc.	(5) (9) (11) (14)	S +	6.75%	12.10%	12/28/2029	—	(7)		—		—
Surewerx Purchaser III, Inc.	(5) (9) (11) (14)	S +	6.75%	12.11%	12/28/2028	212	202		212		0.01
Sweep Purchaser, LLC	(5) (8) (14)	S +	5.75%	11.23%	11/30/2026	4,552	4,485		3,469		0.15
Tamarack Intermediate, LLC	(5) (6) (9)	S +	5.75%	11.28%	03/13/2028	15,256	15,022		14,890		0.65
Tamarack Intermediate, LLC	(5) (9) (14)	S +	5.75%	11.26%	03/13/2028	556	529		529		0.02
Tamarack Intermediate, LLC	(5) (9) (14)	S +	5.75%	11.28%	03/13/2028	—	(35)		(59)		—
TruGreen Limited Partnership	(10)	S +	4.00%	9.46%	11/02/2027	4,899	4,863		4,723		0.20
USIC Holdings, Inc.	(10)	S +	3.50%	9.11%	05/12/2028	6,867	6,835		6,802		0.30
Vensure Employer Services, Inc.	(5) (9) (14)	S +	5.25%	10.63%	04/01/2027	1,864	1,737		1,737		0.08
VRC Companies, LLC	(5) (6) (8)	S +	5.75%	11.12%	06/29/2027	13,411	13,260		13,394		0.58
VRC Companies, LLC	(5) (8)	S +	5.75%	11.12%	06/29/2027	16,284	16,110		16,262		0.71
							208,047		206,556		8.96
Construction & Engineering
Centuri Group, Inc.	(10)	S +	2.50%	7.97%	08/27/2028	2,670	2,667		2,667		0.12
KPSKY Acquisition, Inc.	(5) (6) (9)	S +	5.25%	10.73%	10/19/2028	6,450	6,352		6,302		0.27
KPSKY Acquisition, Inc.	(5) (9)	S +	5.25%	10.73%	10/19/2028	13,252	13,030		12,948		0.56
LJ Avalon Holdings, LLC	(5) (8)	S +	6.50%	12.04%	02/01/2030	2,974	2,893		2,906		0.13
LJ Avalon Holdings, LLC	(5) (8) (14)	S +	6.50%	12.02%	02/01/2030	474	451		446		0.02
LJ Avalon Holdings, LLC	(5) (8) (14)	S +	6.50%	12.04%	02/01/2029	—	(12)		(11)		—
Superman Holdings, LLC	(5) (8)	S +	6.13%	11.47%	08/31/2027	10,200	9,977		10,071		0.44
Superman Holdings, LLC	(5) (8) (14)	S +	6.13%	11.47%	08/31/2027	—	(26)		(31)		—
							35,332		35,298		1.53
Construction Materials
SRS Distribution, Inc.	(10)	S +	3.50%	8.97%	06/02/2028	5,403	5,402		5,406		0.23
Consumer Finance
Deerfield Dakota Holding, LLC	(8)	S +	3.75%	9.10%	04/09/2027	4,898	4,915		4,845		0.21
Consumer Staples Distribution & Retail
CNT Holdings I Corp.	(10)	S +	3.50%	8.93%	11/08/2027	4,899	4,912		4,905		0.21
Shearer's Foods, Inc.	(10)	S +	3.50%	8.97%	09/23/2027	2,449	2,450		2,450		0.11
							7,362		7,355		0.32

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Containers & Packaging
BP Purchaser, LLC	(5) (6) (9)	S +	5.50%	11.14%	12/11/2028	9,718	$	9,569	$	9,444	0.41	%
FORTIS Solutions Group, LLC	(5) (9)	S +	5.50%	10.95%	10/13/2028	7,189	7,096		7,189		0.31
FORTIS Solutions Group, LLC	(5) (9) (14)	S +	5.50%	10.97%	10/15/2028	386	311		386		0.02
FORTIS Solutions Group, LLC	(5) (9) (14)	S +	5.50%	10.95%	10/15/2027	32	24		32		—
Proampac PG Borrower, LLC	(10)	S +	3.75%	9.30%	11/03/2025	—	—		—		—
							17,000		17,051		0.74
Distributors
48Forty Solutions, LLC	(5) (7) (8)	S +	6.00%	11.44%	11/30/2026	36,625	36,073		34,344		1.49
48Forty Solutions, LLC	(5) (8) (14)	P +	5.00%	13.50%	11/30/2026	3,366	3,295		3,016		0.13
ABB Concise Optical Group, LLC	(5) (6) (9)	S +	7.50%	13.01%	02/23/2028	17,008	16,686		14,654		0.64
Avalara, Inc.	(5) (7) (9)	S +	7.25%	12.60%	10/19/2028	21,796	21,444		21,796		0.95
Avalara, Inc.	(5) (9) (14)	S +	7.25%	12.60%	10/19/2028	—	(33)		—		—
Bradyifs Holdings, LLC	(5) (6) (7) (8)	S +	6.00%	11.38%	10/31/2029	40,708	39,910		39,910		1.73
Bradyifs Holdings, LLC	(5) (8) (14)	S +	6.00%	11.38%	10/31/2029	1,099	1,045		1,045		0.05
Bradyifs Holdings, LLC	(5) (8) (14)	S +	6.00%	11.38%	10/31/2029	—	(67)		(67)		—
PT Intermediate Holdings III, LLC	(5) (6) (8)	S +	5.98%	11.47%	11/01/2028	30,555	30,134		29,544		1.28
PT Intermediate Holdings III, LLC	(5) (8) (14)	S +	5.98%	11.47%	11/01/2028	4,973	4,851		4,664		0.20
							153,338		148,906		6.46
Diversified Consumer Services
Apex Service Partners, LLC	(5) (6) (7) (8)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	52,320	51,337		51,337		2.23
Apex Service Partners, LLC	(5) (8) (14)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	2,781	2,627		2,627		0.11
Apex Service Partners, LLC	(5) (8) (14)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2029	334	256		256		0.01
Asurion, LLC		S +	3.25%	8.71%	12/23/2026	4,899	4,891		4,883		0.21
FPG Intermediate Holdco, LLC	(5) (8)	S +	6.50%	12.04%	03/05/2027	6,515	6,418		6,002		0.26
Groundworks, LLC	(5) (6) (8)	S +	6.50%	11.90%	03/14/2030	5,735	5,584		5,699		0.25
Groundworks, LLC	(5) (8) (14)	S +	6.50%	11.90%	03/14/2030	139	123		136		0.01
Groundworks, LLC	(5) (8) (14)	S +	6.50%	11.90%	03/14/2029	—	(8)		(2)		—
Heartland Home Services	(5) (9)	S +	5.75%	11.11%	12/15/2026	21,401	21,252		21,364		0.93
Lightspeed Solution, LLC	(5) (6) (9)	S +	6.50% (incl. 2.17% PIK)	11.86%	03/01/2028	15,763	15,535		15,482		0.67
Lightspeed Solution, LLC	(5) (9) (14)	S +	6.50% (incl. 2.17% PIK)	11.86%	03/01/2028	849	807		762		0.03
LUV Car Wash Group, LLC	(5) (6) (8) (14)	S +	7.00%	12.54%	12/09/2026	7,316	7,254		7,293		0.32
Magnolia Wash Holdings	(5) (8)	S +	6.50%	12.16%	07/14/2028	8,341	8,205		7,534		0.33
Magnolia Wash Holdings	(5) (8)	S +	6.50%	12.16%	07/14/2028	1,786	1,757		1,613		0.07

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Magnolia Wash Holdings	(5) (8) (14)	S +	6.50%	12.01%	07/14/2028	223	$	217	$	184	0.01	%
Spin Holdco, Inc.	(10)	S +	4.00%	9.62%	03/04/2028	4,899	4,908		4,289		0.19
Spotless Brands, LLC	(5) (6) (8)	S +	6.50%	12.03%	07/25/2028	24,275	23,879		24,059		1.04
Spotless Brands, LLC	(5) (8)	S +	6.50%	12.03%	07/25/2028	4,597	4,522		4,556		0.20
Spotless Brands, LLC	(5) (8) (14)	S +	6.50%	12.03%	07/25/2028	169	157		162		0.01
Vertex Service Partners, LLC	(5) (7) (9)	S +	5.50%	10.90%	11/08/2030	9,693	9,455		9,454		0.41
Vertex Service Partners, LLC	(5) (9) (14)	S +	5.50%	10.88%	11/08/2030	4,667	4,381		4,381		0.19
Vertex Service Partners, LLC	(5) (9) (14)	S +	5.50%	10.90%	11/08/2030	—	(61)		(62)		—
							173,496		172,009		7.46
Electrical Equipment
Dynacast International, LLC	(8)	S +	4.50%	9.99%	07/22/2025	2,230	2,235		2,051		0.09
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(5) (6) (9)	S +	6.00%	11.54%	07/06/2028	26,052	25,649		21,516		0.93
Abracon Group Holdings, LLC	(5) (9) (14)	S +	6.00%	11.54%	07/06/2028	—	(32)		(332)		(0.01)
Abracon Group Holdings, LLC	(5) (9)	S +	6.00%	11.54%	07/06/2028	1,731	1,705		1,430		0.06
Alliance Laundry Systems, LLC	(10)	S +	3.50%	8.99%	10/08/2027	4,624	4,633		4,635		0.20
Dwyer Instruments, Inc.	(5) (6) (7) (9)	S +	5.75%	11.17%	07/21/2027	36,216	35,598		35,494		1.54
Dwyer Instruments, Inc.	(5) (9) (14)	S +	5.75%	11.17%	07/21/2027	5,452	5,191		5,173		0.22
Dwyer Instruments, Inc.	(5) (9) (14)	S +	5.75%	11.17%	07/21/2027	—	(39)		(54)		—
Infinite Bidco, LLC	(5) (7) (10)	S +	6.25%	11.88%	03/02/2028	4,562	4,445		4,534		0.20
Magneto Components Buyco, LLC	(5) (6) (7)	S +	6.00%	11.36%	12/05/2030	47,757	46,887		46,887		2.03
Magneto Components Buyco, LLC	(5) (14)	S +	6.00%	11.36%	12/05/2030	—	(86)		(86)		—
Magneto Components Buyco, LLC	(5) (14)	S +	6.00%	11.36%	12/05/2029	—	(143)		(143)		(0.01)
							123,808		119,054		5.17
Financial Services
Applitools, Inc.	(5) (9) (11)	S +	6.25% PIK	11.61%	05/25/2029	11,578	11,415		11,301		0.49
Applitools, Inc.	(5) (9) (11) (14)	S +	6.25%	11.61%	05/25/2028	—	(21)		(33)		—
Cerity Partners, LLC	(5) (6) (9)	S +	6.75%	12.13%	07/30/2029	1,760	1,713		1,760		0.08
Cerity Partners, LLC	(5) (9)	S +	6.75%	12.11%	07/30/2029	2,473	2,410		2,473		0.11
GC Waves Holdings, Inc.	(5) (9)	S +	6.00%	11.46%	08/11/2028	11,746	11,527		11,527		0.50
GC Waves Holdings, Inc.	(5) (9) (14)	S +	6.00%	11.46%	08/11/2028	3,207	2,427		2,569		0.11
GC Waves Holdings, Inc.	(5) (9) (14)	S +	6.00%	11.46%	08/11/2028	—	(31)		(31)		—
SitusAMC Holdings Corp.	(5) (6) (9)	S +	5.50%	10.95%	12/22/2027	5,205	5,165		5,194		0.23
Smarsh, Inc.	(5) (9)	S +	5.75%	11.84%	02/16/2029	4,286	4,218		4,213		0.18
Smarsh, Inc.	(5) (9) (14)	S +	5.75%	11.84%	02/16/2029	536	523		518		0.02
Smarsh, Inc.	(5) (9) (14)	S +	5.75%	11.84%	02/16/2029	—	(4)		(5)		—
Trintech, Inc.	(5) (6) (8)	S +	6.50%	11.86%	07/25/2029	55,681	54,625		54,633		2.37

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Trintech, Inc.	(5) (8) (14)	S +	6.50%	11.86%	07/25/2029	1,367	$	1,278	$	1,277	0.06	%
							95,245		95,396		4.14
Ground Transportation
PODS, LLC	(10)	S +	3.00%	8.47%	03/31/2028	4,900	4,904		4,788		0.21

Health Care Equipment & Supplies
Medline Borrower, LP	(10)	S +	3.25%	8.47%	10/23/2028	4,913	4,910		4,932		0.21
PerkinElmer U.S., LLC	(5) (6) (7) (8)	S +	6.75%	12.00%	03/13/2029	26,995	26,287		26,935		1.17
Tidi Legacy Products, Inc.	(5) (7) (8)	S +	5.50%	10.86%	12/19/2029	20,125	19,724		19,724		0.86
Tidi Legacy Products, Inc.	(5) (8) (14)	S +	5.50%	10.86%	12/19/2029	—	(53)		(53)		—
Tidi Legacy Products, Inc.	(5) (8) (14)	S +	5.50%	10.86%	12/19/2029	—	(76)		(76)		—
YI, LLC	(5) (7) (8)	S +	5.75%	11.09%	12/03/2029	17,643	17,293		17,293		0.75
YI, LLC	(5) (8) (14)	S +	5.75%	11.09%	12/01/2029	—	(36)		(36)		—
YI, LLC	(5) (8) (14)	S +	5.75%	11.09%	12/03/2029	—	(54)		(54)		—
							67,995		68,665		2.98
Health Care Providers & Services
Advarra Holdings, Inc.	(5) (7) (10)	S +	5.25%	10.61%	08/24/2029	13,046	12,850		12,850		0.56
Advarra Holdings, Inc.	(5) (10) (14)	S +	5.25%	10.61%	08/24/2029	—	(8)		(18)		—
CHG Healthcare Services, Inc.	(10)	S +	3.25%	8.72%	09/29/2028	4,900	4,914		4,900		0.21
DCA Investment Holdings, LLC	(5) (6) (9)	S +	6.50%	11.85%	04/03/2028	35,014	34,507		34,202		1.48
DCA Investment Holdings, LLC	(5) (9)	S +	6.50%	11.85%	04/03/2028	3,144	3,092		3,071		0.13
Electron BidCo, Inc.	(10)	S +	3.00%	8.47%	11/01/2028	4,913	4,917		4,919		0.21
Gateway US Holdings, Inc.	(5) (6) (9) (11)	S +	6.50%	11.85%	09/22/2026	11,240	11,176		11,240		0.49
Gateway US Holdings, Inc.	(5) (9) (11)	S +	6.50%	11.85%	09/22/2026	3,168	3,151		3,168		0.14
Gateway US Holdings, Inc.	(5) (9) (11) (14)	S +	6.50%	11.85%	09/22/2026	—	(3)		—		—
Heartland Veterinary Partners, LLC	(5) (6) (8)	S +	4.75%	10.21%	12/10/2026	2,557	2,541		2,534		0.11
Heartland Veterinary Partners, LLC	(5) (8)	S +	4.75%	10.21%	12/10/2026	5,790	5,755		5,737		0.25
Heartland Veterinary Partners, LLC	(5) (8) (14)	S +	4.75%	10.21%	12/10/2026	—	(3)		(5)		—
iCIMS, Inc.	(5) (9)	S +	7.25% (incl. 3.88% PIK)	12.62%	08/18/2028	15,136	14,965		15,136		0.66
iCIMS, Inc.	(5) (9) (14)	S +	7.25% (incl. 3.88% PIK)	12.62%	08/18/2028	—	(9)		—		—
iCIMS, Inc.	(5) (9) (14)	S +	7.25% (incl. 3.88% PIK)	12.10%	08/18/2028	100	96		100		—
Intelerad Medical Systems Incorporated	(5) (8) (11)	S +	6.50%	12.03%	08/21/2026	8,588	8,405		8,088		0.35
Intelerad Medical Systems Incorporated	(5) (8) (11)	S +	6.50%	12.03%	08/21/2026	586	579		552		0.02
Medical Solutions Holdings, Inc.	(10)	S +	3.25%	8.71%	11/01/2028	5,408	5,404		5,032		0.22
Midwest Physician Administrative Services, LLC	(10)	S +	3.25%	8.86%	03/12/2028	3,919	3,913		3,536		0.15
National Mentor Holdings, Inc.	(10)	S +	3.75%	9.20%	03/02/2028	2,747	2,730		2,485		0.11

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Pareto Health Intermediate Holdings, Inc.	(5) (7) (8)	S +	6.50%	11.97%	05/31/2030	90,841	$	89,125	$	90,151	3.91	%
Pareto Health Intermediate Holdings, Inc.	(5) (8) (14)	S +	6.50%	11.97%	05/31/2029	—	(193)		(81)		—
Parexel International Corporation	(10)	S +	3.25%	8.72%	11/15/2028	6,878	6,890		6,914		0.30
Phoenix Guarantor, Inc.		S +	3.50%	8.97%	03/05/2026	4,899	4,907		4,896		0.21
PPV Intermediate Holdings, LLC	(5) (7) (9)	S +	5.75%	11.14%	08/31/2029	26,853	25,875		26,349		1.14
PPV Intermediate Holdings, LLC	(5) (9) (14)	S +	5.75%	11.14%	08/31/2029	—	(96)		(166)		(0.01)
Stepping Stones Healthcare Services, LLC	(5) (9)	S +	5.75%	11.20%	01/02/2029	4,298	4,249		4,238		0.18
Stepping Stones Healthcare Services, LLC	(5) (9) (14)	S +	5.75%	11.19%	01/02/2029	965	952		947		0.04
Stepping Stones Healthcare Services, LLC	(5) (9) (14)	S +	5.75%	11.20%	12/30/2026	—	(6)		(9)		—
Tivity Health, Inc.	(5) (6) (9)	S +	6.00%	11.35%	06/28/2029	13,154	12,988		13,132		0.57
Vardiman Black Holdings, LLC	(5) (6) (10) (12)	S +	9.00% (incl. 2.00% PIK)	14.40%	03/18/2027	6,772	6,720		5,630		0.24
Vardiman Black Holdings, LLC	(5) (10) (12)	S +	9.00% (incl. 2.00% PIK)	14.40%	03/18/2027	8,039	7,976		6,684		0.29
Vermont Aus Pty Ltd	(5) (6) (9) (11)	S +	5.65%	11.00%	03/23/2028	22,598	22,159		22,173		0.96
							300,518		298,385		12.95
Health Care Technology
Athenahealth, Inc.	(10)	S +	3.25%	8.61%	02/15/2029	4,391	4,369		4,366		0.19
Ensemble RCM, LLC		S +	3.75%	9.23%	08/03/2026	4,898	4,909		4,903		0.21
eResearchTechnology, Inc.	(8)	S +	4.50%	9.97%	02/04/2027	3,429	3,411		3,420		0.15
Gainwell Acquisition Corp.	(10)	S +	4.00%	9.45%	10/01/2027	6,859	6,880		6,653		0.29
Hyland Software, Inc.	(5) (6) (9)	S +	6.00%	11.36%	09/19/2030	70,489	69,462		69,700		3.02
Hyland Software, Inc.	(5) (9) (14)	S +	6.00%	11.36%	09/19/2029	—	(48)		(37)		—
MedAssets Software Intermediate Holdings, Inc.	(10)	S +	4.00%	9.47%	12/18/2028	6,878	6,880		5,444		0.24
Navicure, Inc.		S +	4.00%	9.47%	10/22/2026	6,858	6,871		6,875		0.30
Project Ruby Ultimate Parent Corp.	(10)	S +	3.25%	8.72%	03/10/2028	5,389	5,389		5,379		0.23
Symplr Software, Inc.	(9)	S +	4.50%	9.98%	12/22/2027	4,899	4,909		4,373		0.19
Verscend Holding Corp.		S +	4.00%	9.47%	08/27/2025	6,859	6,856		6,864		0.30
							119,888		117,940		5.12
Household Products
AI Aqua Merger Sub, Inc.	(10)	S +	3.75%	9.09%	07/31/2028	4,744	4,753		4,741		0.21
Industrial Conglomerates
Excelitas Technologies Corp.	(5) (7) (9)	S +	5.75%	11.23%	08/13/2029	34,419	33,850		34,120		1.48
Excelitas Technologies Corp.	(5) (9)	E +	5.75%	9.74%	08/13/2029	€5,675	5,772		6,214		0.27
Excelitas Technologies Corp.	(5) (9) (14)	S +	5.75%	11.22%	08/13/2029	2,992	2,941		2,957		0.13
Excelitas Technologies Corp.	(5) (9) (14)	S +	5.75%	11.23%	08/14/2028	1,898	1,851		1,871		0.08
Filtration Group Corporation		S +	3.50%	8.97%	10/21/2028	4,900	4,904		4,902		0.21
Raptor Merger Sub Debt, LLC	(5) (6) (9)	S +	6.75%	12.10%	04/01/2029	32,233	31,400		32,200		1.40

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Raptor Merger Sub Debt, LLC	(5) (9) (14)	S +	6.75%	12.10%	04/01/2028	488	$	431	$	486	0.02	%
							81,149		82,750		3.59
Insurance Services
Alliant Holdings Intermediate, LLC	(10)	S +	3.50%	8.83%	11/06/2030	3,211	3,211		3,222		0.14
Amerilife Holdings, LLC	(5) (6) (9)	S +	5.75%	11.14%	08/31/2029	14,963	14,706		14,767		0.64
Foundation Risk Partners Corp.	(5) (6) (9)	S +	6.00%	11.83%	10/29/2028	17,106	16,775		17,106		0.74
Foundation Risk Partners Corp.	(5) (9) (14)	S +	6.00%	11.68%	10/29/2028	13,450	13,219		13,450		0.58
Foundation Risk Partners Corp.	(5) (9) (14)	S +	6.00%	11.83%	10/29/2027	—	(6)		—		—
Galway Borrower, LLC	(5) (6) (7) (9)	S +	5.25%	10.81%	09/29/2028	43,612	42,829		42,571		1.85
Galway Borrower, LLC	(5) (9) (14)	S +	5.25%	10.81%	09/29/2028	—	$	(158)	$	(186)	(0.01)
Galway Borrower, LLC	(5) (9) (14)	S +	5.25%	10.81%	09/30/2027	—	(30)		(58)		—
Higginbotham Insurance Agency, Inc.	(5) (6) (8)	S +	5.50%	10.96%	11/24/2028	1,209	1,200		1,209		0.05
Higginbotham Insurance Agency, Inc.	(5) (8) (14)	S +	5.50%	10.96%	11/24/2028	7,294	7,219		7,291		0.32
High Street Buyer, Inc.	(5) (9) (14)	S +	5.75%	11.00%	02/02/2029	15,008	14,678		15,008		0.65
Long Term Care Group, Inc.	(5) (6) (9)	S +	7.00% (incl. 6.00% PIK)	12.66%	09/08/2027	11,765	11,599		9,740		0.42
Inszone Mid, LLC	(5) (8)	S +	5.75%	11.11%	11/12/2029	13,920	13,645		13,645		0.59
Inszone Mid, LLC	(5) (8) (14)	S +	5.75%	11.11%	11/12/2029	1,664	1,447		1,447		0.06
Inszone Mid, LLC	(5) (8) (14)	S +	5.75%	11.11%	11/12/2029	—	(50)		(50)		—
Integrity Marketing Acquisition, LLC	(5) (6) (9)	S +	6.00%	11.42%	08/27/2026	20,261	19,959		19,864		0.86
Integrity Marketing Acquisition, LLC	(5) (9)	S +	6.00%	11.41%	08/27/2026	57,618	56,802		56,982		2.47
Integrity Marketing Acquisition, LLC	(5) (9) (14)	S +	6.00%	11.42%	08/27/2026	—	(84)		(41)		—
Keystone Agency Investors	(5) (6) (8)	S +	5.50%	11.00%	05/03/2027	6,835	6,755		6,734		0.29
Keystone Agency Investors	(5) (6) (8)	S +	5.50%	11.00%	05/03/2027	7,255	7,173		7,149		0.31
Patriot Growth Insurance Services, LLC	(5) (6) (9)	S +	5.50%	11.00%	10/16/2028	6,503	6,409		6,440		0.28
Patriot Growth Insurance Services, LLC	(5) (9)	S +	5.75%	11.25%	10/14/2028	24,311	23,936		24,073		1.04
Patriot Growth Insurance Services, LLC	(5) (9) (14)	S +	5.50%	11.00%	10/16/2028	—	(6)		(5)		—
Peter C. Foy & Associates Insurance Services, LLC	(5) (6) (9)	S +	6.00%	11.69%	11/01/2028	15,245	15,020		15,110		0.66
Peter C. Foy & Associates Insurance Services, LLC	(5) (6) (9) (14)	S +	6.00%	11.47%	11/01/2028	17,678	17,433		17,390		0.75
Peter C. Foy & Associates Insurance Services, LLC	(5) (9) (14)	S +	6.00%	11.69%	11/01/2027	—	(1)		(3)		—
RSC Acquisition, Inc.	(5) (9)	S +	5.50%	11.01%	11/01/2029	5,560	5,525		5,513		0.24
RSC Acquisition, Inc.	(5) (9) (14)	S +	5.50%	11.02%	11/01/2029	44,072	43,720		43,680		1.90
Summit Acquisition, Inc.	(5) (6) (9)	S +	6.75%	12.10%	05/01/2030	22,287	21,660		21,952		0.95
Summit Acquisition, Inc.	(5) (9) (14)	S +	6.75%	12.10%	05/01/2030	—	(67)		(75)		—
Summit Acquisition, Inc.	(5) (9) (14)	S +	6.75%	12.10%	05/01/2029	—	(66)		(37)		—
World Insurance Associates, LLC	(5) (6) (8)	S +	6.00%	11.70%	04/03/2028	78,526	76,738		76,605		3.32
World Insurance Associates, LLC	(5) (7) (8)	S +	6.00%	11.35%	04/03/2028	4,988	4,921		4,827		0.21
							446,111		445,320		19.32

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Interactive Media & Services
Arches Buyer, Inc.	(10)	S +	3.25%	8.71%	12/06/2027	2,449	$	2,443	$	2,391	0.10	%
Triple Lift, Inc.	(5) (6) (9)	S +	5.75%	11.17%	05/05/2028	4,667	4,595		4,342		0.19
							7,038		6,733		0.29
IT Services
Catalis Intermediate, Inc.	(5) (6) (9)	S +	5.50%	11.00%	08/04/2027	6,754	6,638		6,382		0.28
Catalis Intermediate, Inc.	(5) (9)	S +	5.50%	11.00%	08/04/2027	1,520	1,499		1,436		0.06
Catalis Intermediate, Inc.	(5) (9) (14)	S +	5.50%	11.00%	08/04/2027	282	269		237		0.01
Donuts, Inc.	(5) (6) (8)	S +	6.00%	11.59%	12/29/2027	11,668	11,668		11,660		0.51
Endure Digital, Inc.	(10)	L +	3.50%	9.42%	02/10/2028	2,450	2,439		2,391		0.10
Red Planet Borrower, LLC	(10)	S +	3.75%	9.21%	10/02/2028	4,900	4,911		4,699		0.20
Redwood Services Group, LLC	(5) (7) (9)	S +	6.25%	11.70%	06/15/2029	38,650	38,002		37,699		1.64
Redwood Services Group, LLC	(5) (9) (14)	S +	6.25%	11.70%	06/15/2029	20,366	20,147		19,822		0.86
							85,573		84,326		3.66
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5) (6) (8)	S +	5.00%	10.47%	11/16/2026	7,079	7,033		7,009		0.30
SRAM, LLC	(10)	S +	2.75%	8.32%	05/18/2028	1,816	1,818		1,810		0.08
							8,851		8,819		0.38
Life Sciences Tools & Services
Curia Global, Inc.	(10)	S +	3.75%	9.23%	08/30/2026	6,859	6,869		6,118		0.27
Machinery
Answer Acquisition, LLC	(5) (6) (8)	S +	5.75%	11.25%	12/30/2026	16,990	16,768		16,738		0.73
Answer Acquisition, LLC	(5) (8) (14)	S +	5.75%	11.25%	12/30/2026	1,027	1,011		1,007		0.04
Chase Intermediate, LLC	(5) (14)	S +	5.25%	11.00%	10/30/2028	—	(176)		(349)		(0.02)
Chase Intermediate, LLC	(5) (14)	S +	5.25%	11.00%	10/30/2028	—	(18)		(17)		—
Engineered Machinery Holdings, Inc.	(10)	S +	3.50%	9.11%	05/19/2028	2,450	2,459		2,429		0.11
Madison IAQ, LLC	(10)	S +	3.25%	8.72%	06/21/2028	4,899	4,895		4,877		0.21
MHE Intermediate Holdings, LLC	(5) (8)	S +	6.00%	11.60%	07/21/2027	4,589	4,537		4,551		0.20
MHE Intermediate Holdings, LLC	(5) (8)	S +	6.00%	11.60%	07/21/2027	4,921	4,848		4,907		0.21
Vertical US Newco, Inc.	(10)	S +	3.50%	9.38%	07/30/2027	4,901	4,918		4,907		0.21
							39,242		39,050		1.69
Media
Aragorn Parent Corporation		S +	4.25%	9.61%	06/15/2028	2,872	2,844		2,882		0.13
Ascend Learning, LLC	(10)	S +	3.50%	8.96%	12/11/2028	4,906	4,899		4,815		0.21
							7,743		7,697		0.33
Metals & Mining
Clydesdale Acquisition Holdings, Inc.	(10)	S +	4.18%	9.63%	04/13/2029	4,925	4,887		4,941		0.21

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Multi-Utilities
AWP Group Holdings, Inc.	(5) (6) (8)	S +	5.50%	10.95%	12/24/2029	28,658	$	27,363	$	28,222	1.22	%
AWP Group Holdings, Inc.	(5) (8) (14)	S +	5.50%	10.95%	12/24/2029	402	319		274		0.01
AWP Group Holdings, Inc.	(5) (8) (14)	S +	5.50%	10.95%	12/24/2029	693	633		644		0.03
							28,315		29,140		1.26
Personal Care Products
Conair Holdings, LLC	(10)	S +	3.75%	9.22%	05/17/2028	3,920	3,923		3,836		0.17
Pharmaceuticals
Caerus US 1, Inc.	(5) (7) (9) (11)	S +	5.75%	11.11%	05/25/2029	39,399	38,716		39,399		1.71
Caerus US 1, Inc.	(5) (9) (11) (14)	S +	5.75%	11.11%	05/25/2029	2,544	2,473		2,544		0.11
Caerus US 1, Inc.	(5) (9) (11) (14)	S +	5.75%	11.11%	05/25/2029	3,134	3,065		3,134		0.14
Cambrex Corporation		S +	3.50%	8.96%	12/04/2026	2,433	2,436		2,377		0.10
Packaging Coordinators Midco, Inc.	(10)	S +	3.25%	8.60%	11/30/2027	6,859	6,874		6,855		0.30
							53,564		54,309		2.36
Professional Services
Bridgepointe Technologies, LLC	(5) (8)	S +	6.50%	12.00%	12/31/2027	13,059	12,686		12,842		0.56
Bridgepointe Technologies, LLC	(5) (8) (14)	S +	6.50%	12.00%	12/31/2027	3,727	3,174		3,415		0.15
Bullhorn, Inc.	(5) (8)	S +	5.50%	10.96%	09/30/2026	3,262	3,240		3,252		0.14
Bullhorn, Inc.	(5) (8)	S +	5.50%	10.96%	09/30/2026	231	230		231		0.01
Bullhorn, Inc.	(5) (8) (14)	S +	5.50%	10.96%	09/30/2026	—	(1)		(1)		—
GPS Merger Sub, LLC	(5) (6) (8)	S +	6.00%	11.38%	10/02/2029	11,076	10,861		10,861		0.47
GPS Merger Sub, LLC	(5) (8) (14)	S +	6.00%	11.38%	10/02/2029	—	(27)		(28)		—
GPS Merger Sub, LLC	(5) (8) (14)	S +	6.00%	11.38%	10/02/2029	—	(44)		(44)		—
KENG Acquisition, Inc.	(5) (6) (8)	S +	6.25%	11.60%	08/01/2029	10,955	10,694		10,815		0.47
KENG Acquisition, Inc.	(5) (8) (14)	S +	6.25%	11.60%	08/01/2029	1,361	1,248		1,256		0.05
KENG Acquisition, Inc.	(5) (8) (14)	S +	6.25%	11.60%	08/01/2029	332	262		294		0.01
KWOR Acquisition, Inc.	(5) (6) (8)	S +	5.25%	10.71%	12/22/2028	22,928	22,588		22,600		0.98
KWOR Acquisition, Inc.	(5) (8) (14)	S +	5.25%	10.71%	12/22/2028	4,659	4,486		4,415		0.19
KWOR Acquisition, Inc.	(5) (14)	P +	4.25%	12.75%	12/22/2027	420	410		406		0.02
Project Boost Purchaser, LLC	(5) (6) (9)	S +	5.25%	10.64%	05/02/2029	12,146	12,048		12,134		0.53
Project Boost Purchaser, LLC	(5) (9) (14)	S +	5.25%	10.64%	05/02/2029	—	(6)		(1)		—
Project Boost Purchaser, LLC	(5) (9) (14)	S +	5.25%	10.64%	05/02/2028	—	(7)		(1)		—
Tempo Acquisition, LLC	(10)	S +	2.75%	8.11%	08/31/2028	4,900	4,919		4,918		0.21
							86,761		87,364		3.79
Real Estate Management & Development
Associations, Inc.	(5) (6) (8)	S +	6.50% (incl. 2.50% PIK)	12.17%	07/02/2027	15,967	15,855		15,816		0.69

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Associations, Inc.	(5) (8) (14)	S +	6.50% (incl. 2.50% PIK)	12.17%	07/02/2027	31,265	$	31,049	$	30,966	1.34	%
MRI Software, LLC	(5) (8)	S +	5.50%	10.95%	02/10/2027	39,772	39,694		39,553		1.72
MRI Software, LLC	(5) (8) (14)	S +	5.50%	10.95%	02/10/2027	—	(30)		(30)		—
MRI Software, LLC	(5) (8) (14)	S +	5.50%	10.95%	02/10/2027	—	(11)		(20)		—
Zarya Intermediate, LLC	(5) (6) (8) (11)	S +	6.50%	11.89%	07/01/2027	27,237	27,237		27,237		1.18
Zarya Intermediate, LLC	(5) (8) (11) (14)	S +	6.50%	11.85%	07/01/2027	2,406	2,406		2,406		0.10
							116,200		115,928		5.03
Software
Anaplan, Inc.	(5) (7) (9)	S +	6.50%	11.85%	06/21/2029	69,598	68,621		69,598		3.02
Appfire Technologies, LLC	(5) (8)	S +	5.65%	11.03%	03/09/2027	2,817	2,802		2,781		0.12
Appfire Technologies, LLC	(5) (8) (14)	S +	5.65%	11.03%	03/09/2027	—	(33)		(50)		—
Appfire Technologies, LLC	(5) (14)	P +	4.50%	13.00%	03/09/2027	136	130		128		0.01
Aptean, Inc.	(9)	S +	4.25%	9.71%	04/23/2026	5,944	5,941		5,926		0.26
Astra Acquisition Corp.	(10)	S +	5.25%	10.86%	10/25/2028	1,484	1,473		952		0.04
Bottomline Technologies, Inc.	(5) (6) (9)	S +	5.25%	10.68%	05/14/2029	23,997	23,593		23,928		1.04
Bottomline Technologies, Inc.	(5) (9) (14)	S +	5.25%	10.68%	05/15/2028	—	(25)		—		—
Cloudera, Inc.	(10)	S +	3.75%	9.21%	10/08/2028	2,456	2,454		2,429		0.11
Coupa Holdings, LLC	(5) (7) (9)	S +	7.50%	12.86%	02/27/2030	20,712	20,236		20,486		0.89
Coupa Holdings, LLC	(5) (9) (14)	S +	7.50%	12.86%	02/27/2030	—	(8)		(8)		—
Coupa Holdings, LLC	(5) (9) (14)	S +	7.50%	12.86%	02/27/2029	—	(12)		(6)		—
Cyara AcquisitionCo, LLC	(5) (8)	S +	6.75% (incl. 2.75% PIK)	12.60%	06/28/2029	56,176	54,743		55,165		2.39
Cyara AcquisitionCo, LLC	(5) (8) (14)	S +	6.75% (incl. 2.75% PIK)	12.60%	06/28/2029	—	(95)		(68)		—
Delta TopCo, Inc.	(10)	S +	3.75%	9.12%	12/01/2027	5,231	5,235		5,217		0.23
E-Discovery AcquireCo, LLC	(5) (8)	S +	6.50%	11.89%	08/29/2029	31,625	30,866		31,068		1.35
E-Discovery AcquireCo, LLC	(5) (8) (14)	S +	6.50%	11.89%	08/29/2029	—	(68)		(51)		—
ECI Macola Max Holding, LLC	(10)	S +	3.75%	9.36%	11/09/2027	4,899	4,906		4,894		0.21
Epicor Software Corporation	(10)	S +	3.25%	8.72%	07/30/2027	2,449	2,452		2,456		0.11
Fullsteam Operations, LLC	(5) (8)	S +	8.25%	13.78%	11/27/2029	19,313	18,740		18,740		0.81
Fullsteam Operations, LLC	(5) (8) (14)	S +	8.25%	13.78%	11/27/2029	1,839	1,682		1,682		0.07
Fullsteam Operations, LLC	(5) (8) (14)	S +	8.25%	13.78%	11/27/2029	—	(32)		(32)		—
GoTo Group, Inc.		S +	4.75%	10.28%	08/31/2027	4,899	4,860		3,218		0.14
Greeneden U.S. Holdings II, LLC	(10)	S +	4.00%	9.47%	12/01/2027	3,929	3,928		3,942		0.17
GS AcquisitionCo, Inc.	(5) (8)	S +	5.75%	11.00%	05/22/2026	27,115	26,931		27,115		1.18
GS AcquisitionCo, Inc.	(5) (8) (14)	S +	5.75%	11.00%	05/22/2026	—	(9)		—		—
Imprivata, Inc.	(10)	S +	3.75%	9.22%	12/01/2027	6,485	6,484		6,498		0.28
Ivanti Software, Inc.	(10)	S +	4.25%	9.91%	12/01/2027	2,456	2,459		2,326		0.10

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Kaseya, Inc.	(5) (7) (9)	S +	6.00% (incl. 2.50% PIK)	11.38%	06/25/2029	50,915	$	50,285	$	50,685	2.20	%
Kaseya, Inc.	(5) (9) (14)	S +	6.00% (incl. 2.50% PIK)	11.38%	06/25/2029	188	169		175		0.01
Kaseya, Inc.	(5) (9) (14)	S +	6.00% (incl. 2.50% PIK)	11.38%	06/25/2029	774	738		760		0.03
LegitScript, LLC	(5) (6) (9)	S +	5.75%	11.11%	06/24/2029	33,211	32,659		32,916		1.43
LegitScript, LLC	(5) (9) (14)	S +	5.75%	11.11%	06/24/2029	878	801		797		0.03
LegitScript, LLC	(5) (9) (14)	S +	5.75%	11.11%	06/24/2028	1,250	1,172		1,204		0.05
Magenta Buyer, LLC	(10)	S +	5.00%	10.64%	07/27/2028	4,912	4,898		3,451		0.15
Matrix Parent, Inc.	(9)	S +	5.00%	10.35%	03/01/2029	12,805	12,703		8,701		0.38
Maverick Bidco, Inc.	(10)	S +	3.75%	9.28%	05/18/2028	3,930	3,915		3,871		0.17
Mediaocean, LLC	(10)	S +	3.50%	8.96%	12/15/2028	1,965	1,971		1,916		0.08
Montana Buyer, Inc.	(5) (6) (9)	S +	5.75%	11.11%	07/22/2029	26,732	26,277		26,512		1.15
Montana Buyer, Inc.	(5) (14)	P +	4.75%	13.25%	07/22/2028	436	390		411		0.02
Netwrix Corporation And Concept Searching, Inc.	(5) (6) (9)	S +	5.00%	10.39%	06/11/2029	19,395	19,248		19,104		0.83
Netwrix Corporation And Concept Searching, Inc.	(5) (9) (14)	S +	5.00%	10.39%	06/11/2029	—	(26)		(81)		—
Netwrix Corporation And Concept Searching, Inc.	(5) (9) (14)	S +	5.00%	10.39%	06/11/2029	—	(12)		(23)		—
Oak Purchaser, Inc.	(5) (9)	S +	5.50%	10.85%	04/28/2028	8,375	8,310		8,195		0.36
Oak Purchaser, Inc.	(5) (9) (14)	S +	5.50%	10.85%	04/28/2028	5,204	5,163		5,084		0.22
Oak Purchaser, Inc.	(5) (9) (14)	S +	5.50%	10.85%	04/28/2028	—	(8)		(24)		—
Polaris Newco, LLC	(10)	S +	4.00%	9.47%	06/02/2028	4,900	4,914		4,827		0.21
Project Leopard Holdings, Inc.	(6) (10) (11)	S +	5.25%	10.73%	07/20/2029	22,057	20,752		19,833		0.86
Proofpoint, Inc.	(10)	S +	3.25%	8.72%	08/31/2028	2,613	2,605		2,610		0.11
Quest Software US Holdings, Inc.	(10)	S +	4.25%	9.77%	02/01/2029	3,950	3,928		3,001		0.13
Revalize, Inc.	(5) (8)	S +	5.75%	11.21%	04/15/2027	5,815	5,779		5,695		0.25
Revalize, Inc.	(5) (8) (14)	S +	5.75%	11.23%	04/15/2027	177	173		163		0.01
Riskonnect Parent, LLC	(5) (9)	S +	5.50%	11.00%	12/07/2028	5,307	5,227		5,298		0.23
Riskonnect Parent, LLC	(5) (9) (14)	S +	5.50%	11.00%	12/07/2028	—	(44)		(9)		—
Securonix, Inc.	(5) (6) (9)	S +	6.00%	11.41%	04/05/2028	21,010	20,727		19,846		0.86
Securonix, Inc.	(5) (9) (14)	S +	6.00%	11.41%	04/05/2028	—	(47)		(209)		(0.01)
Skopima Merger Sub, Inc.	(10)	S +	4.00%	9.47%	05/12/2028	2,450	2,454		2,437		0.11
Sophia, LP	(10)	S +	3.50%	8.96%	10/07/2027	5,390	5,387		5,395		0.23
Sovos Compliance, LLC	(10)	S +	4.50%	9.97%	08/11/2028	1,961	1,973		1,935		0.08
Trunk Acquisition, Inc.	(5) (6) (8)	S +	5.75%	11.25%	02/19/2027	6,720	6,675		6,598		0.29
Trunk Acquisition, Inc.	(5) (8) (14)	S +	5.75%	11.25%	02/19/2026	—	(3)		(12)		—
Ultimate Software Group, Inc. (The)	(9)	S +	3.75%	9.23%	05/04/2026	4,898	4,905		4,906		0.21
Veritas US, Inc.	(8)	S +	5.00%	10.47%	09/01/2025	4,899	4,905		4,059		0.18

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Vision Solutions, Inc.	(10)	S +	4.00%	9.64%	04/24/2028	4,900	$	4,899	$	4,848	0.21	%
							552,116		543,209		23.57
Specialty Retail
Wheel Pros, LLC	(10)	S +	4.50%	9.97%	05/11/2028	2,450	2,452		1,801		0.08
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	S +	4.00%	9.35%	12/17/2027	2,940	2,902		2,928		0.13
Mobile Communications America, Inc.	(5) (6) (8)	S +	6.00%	11.35%	10/16/2029	13,389	13,193		13,193		0.57
Mobile Communications America, Inc.	(5) (8) (14)	S +	6.00%	11.35%	10/16/2029	—	(31)		(31)		—
Mobile Communications America, Inc.	(5) (8) (14)	S +	6.00%	11.35%	10/16/2029	—	(31)		(31)		—
							16,033		16,059		0.70
Total First Lien Debt							$	3,154,304	$	3,127,610	135.72	%

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(5) (7) (8)	S +	9.15%	14.52%		12/30/2027	16,500	$	16,108	$	15,485	0.67	%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(10)	S +	7.00%	12.64%		3/2/2029	9,800	8,423		8,232		0.36
Infinite Bidco, LLC	(10)	S +	7.00%	10.63%		3/2/2029	2,500	2,156		2,100		0.09
								10,579		10,332		0.45
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5) (8)	S +	8.00%	13.46%		12/10/2027	360	355		353		0.02
Heartland Veterinary Partners, LLC	(5) (8)	S +	8.00%	13.46%		12/10/2027	140	138		137		0.01
								493		490		0.02
Software
Matrix Parent, Inc.	(5) (10) (12)	S +	8.00%	13.53%		3/1/2030	10,667	10,505		5,733		0.25
Total Second Lien Debt								$	37,685	$	32,040	1.39	%
Other Investments
Unsecured Debt
Fetch Insurance Services, LLC	(5)		12.75% (incl. 3.75% PIK)	12.75%		10/31/2027	2,561	$	2,501	$	2,484	0.11	%
Total Unsecured Debt								$	2,501	$	2,484	0.11	%
Preferred Equity
FORTIS Solutions Group, LLC	(5) (13)		12.25%		6/24/2022		3,000,000	$	3,538	$	2,910	0.13	%
Knockout Intermediate Holdings I, Inc.	(5) (13)		11.75%		6/25/2022		9,990	11,689		11,698		0.51
Revalize, Inc.	(5) (13)		S + 10.00%		4/14/2022		1,164	1,407		1,462		0.06
RSK Holdings, Inc. (Riskonnect)	(5) (13)		S + 10.50%		7/7/2022		10,358,600	11,636		13,052		0.57
Total Preferred Equity								$	28,270	$	29,122	1.26	%
Common Equity
Amerilife Holdings, LLC	(5) (13)				9/1/2022		9,880	$	273	$	357	0.02	%
Frisbee Holdings, LP (Fetch)	(5) (13)				10/31/2022		28,531	363		363		0.02
Fullsteam Operations, LLC	(5) (13)				11/27/2023		44,487	1,500		1,500		0.07
LUV Car Wash	(5) (13)				4/6/2022		1,260	1,260		697		0.03
Reveal Data Solutions	(5) (13)				8/29/2023		849,231	1,104		1,104		0.05
Surewerx Topco, LP	(5) (11) (13)				12/28/2022		189	189		209		0.01
Total Common Equity								$	4,689	$	4,230	0.18	%
Total Other Investments								$	35,460	$	35,836	1.56	%
Total Portfolio Investments								$	3,227,449	$	3,195,486	138.67	%

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


					Interest Rate Swaps(a)(b)(c)
Counterparty	Hedged Instrument	Company Receives		Company Pays	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Change in Unrealized Appreciation/(Depreciation)
SMBC Capital Markets, Inc.	Series C 2027 Notes	8.92	%	S + 4.49%	3/1/2027	$	136,500	$	2,466	$	—	$	2,466
SMBC Capital Markets, Inc.	Series C 2029 Notes	9.07	%	S + 4.77%	3/1/2029	163,500		5,083		—		5,083
Total						$	300,000	$	7,549			$	7,549

(a) Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b) Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the ING Facility (as defined below). See Note 6 "Debt".
(3)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), LIBOR ("L" or “LIBOR”) or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 3-month E at 3.91%, 1-month S at 5.35%, 3-month S at 5.33%, 6-month S at 5.16% and the P at 8.50%.
(4)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)			Assets or a portion thereof are pledged as collateral for the Wells Fargo Funding Facility (as defined below). See Note 6 “Debt”.
(7)			Assets or a portion thereof are pledged as collateral for the CBNA Facility (as defined below). See Note 6 “Debt”.
(8)			Loan includes interest rate floor of 1.00%.
(9)			Loan includes interest rate floor of 0.75%.
(10)			Loan includes interest rate floor of 0.50%.
(11)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023 non-qualifying assets represented 5.76% of total assets as calculated in accordance with regulatory requirements.
(12)			Investment was on non-accrual status as of December 31, 2023.
(13)			Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $33,352 or 1.45% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(14)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2023.

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

48Forty Solutions, LLC

Revolver

11/30/2026

2,244

(140)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

08/01/2025

8,062

(123)

AWP Group Holdings, Inc.

Revolver

12/24/2029

2,531

(38)

Abracon Group Holdings, LLC

Delayed Draw Term Loan

07/06/2024

1,905

(332)

Advarra Holdings, Inc.

Delayed Draw Term Loan

08/26/2024

1,191

(18)

Answer Acquisition, LLC

Revolver

12/30/2026

307

(5)

Apex Service Partners, LLC

Delayed Draw Term Loan

10/24/2025

9,733

(120)

Apex Service Partners, LLC

Revolver

10/24/2029

3,838

(71)

Appfire Technologies, LLC

Delayed Draw Term Loan

06/13/2024

3,864

(50)

Appfire Technologies, LLC

Revolver

03/09/2027

459

(6)

Applitools, Inc.

Revolver

05/25/2028

1,400

(33)

Associations, Inc.

Delayed Draw Term Loan

06/10/2024

215

(2)

Atlas Us Finco, Inc.

Revolver

12/09/2028

1,283

—

Avalara, Inc.

Revolver

10/19/2028

2,180

—

Bottomline Technologies, Inc.

Revolver

05/15/2028

1,733

—

Bradyifs Holdings, LLC

Delayed Draw Term Loan

10/31/2025

3,384

(41)

Bradyifs Holdings, LLC

Revolver

10/31/2029

3,448

(67)

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

04/01/2025

15,059

(250)

Bullhorn, Inc.

Revolver

09/30/2026

143

—

Caerus US 1, Inc.

Delayed Draw Term Loan

10/28/2024

3,188

—

Caerus US 1, Inc.

Revolver

05/25/2029

1,045

—

Catalis Intermediate, Inc.

Revolver

08/04/2027

536

(30)

Chase Intermediate, LLC

Delayed Draw Term Loan

08/31/2025

18,851

(349)

Chase Intermediate, LLC

Revolver

10/30/2028

942

(17)

Coupa Holdings, LLC

Delayed Draw Term Loan

08/27/2024

699

(8)

Coupa Holdings, LLC

Revolver

02/27/2029

536

(6)

Cyara AcquisitionCo, LLC

Revolver

06/28/2029

3,769

(68)

Dwyer Instruments, Inc.

Delayed Draw Term Loan

12/22/2025

17,148

(171)

Dwyer Instruments, Inc.

Revolver

07/21/2027

2,733

(54)

E-Discovery AcquireCo, LLC

Revolver

08/29/2029

2,875

(51)

Energy Labs Holdings Corp.

Revolver

04/07/2028

747

(9)

Excelitas Technologies Corp.

Delayed Draw Term Loan

08/12/2024

1,032

(9)

Excelitas Technologies Corp.

Revolver

08/14/2028

1,197

(10)

FLS Holding, Inc.

Revolver

12/17/2027

833

(5)

FORTIS Solutions Group, LLC

Delayed Draw Term Loan

06/24/2024

11,800

—

FORTIS Solutions Group, LLC

Revolver

10/15/2027

610

—

Foundation Risk Partners Corp.

Delayed Draw Term Loan

04/15/2024

1,330

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

653

—

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Fullsteam Operations, LLC

Delayed Draw Term Loan

05/27/2025

6,939

(122)

Fullsteam Operations, LLC

Revolver

11/27/2029

1,080

(32)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

12/31/2024

31,102

(579)

GC Waves Holdings, Inc.

Revolver

08/11/2028

1,690

(31)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/02/2025

2,864

(27)

GPS Merger Sub, LLC

Revolver

10/02/2029

2,292

(44)

GS AcquisitionCo, Inc.

Revolver

05/22/2026

1,489

—

Galway Borrower, LLC

Delayed Draw Term Loan

04/28/2024

18,062

(186)

Galway Borrower, LLC

Revolver

09/30/2027

2,014

(58)

Gateway US Holdings, Inc.

Revolver

09/22/2026

454

—

Groundworks, LLC

Delayed Draw Term Loan

09/14/2024

268

(2)

Groundworks, LLC

Revolver

03/14/2029

305

(2)

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

519

(5)

Helios Service Partners, LLC

Delayed Draw Term Loan

02/07/2025

10,546

(106)

Helios Service Partners, LLC

Revolver

03/19/2027

963

(10)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

08/23/2025

2,230

(1)

High Street Buyer, Inc.

Delayed Draw Term Loan

02/04/2024

12,496

—

Hyland Software, Inc.

Revolver

09/19/2029

3,341

(37)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

18,726

(200)

Inszone Mid, LLC

Revolver

11/12/2029

2,549

(50)

Integrity Marketing Acquisition, LLC

Revolver

08/27/2026

2,060

(41)

Iris Buyer, LLC

Delayed Draw Term Loan

10/02/2030

1,925

(29)

Iris Buyer, LLC

Revolver

10/02/2029

2,251

(59)

KENG Acquisition, Inc.

Delayed Draw Term Loan

08/01/2025

6,938

(88)

KENG Acquisition, Inc.

Revolver

08/01/2029

2,656

(34)

KWOR Acquisition, Inc.

Delayed Draw Term Loan

06/22/2024

12,437

(178)

KWOR Acquisition, Inc.

Revolver

12/22/2027

556

(8)

Kaseya, Inc.

Delayed Draw Term Loan

06/23/2024

2,877

(13)

Kaseya, Inc.

Revolver

06/25/2029

2,298

(10)

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

08/01/2024

740

(17)

LJ Avalon Holdings, LLC

Revolver

02/01/2029

486

(11)

LUV Car Wash Group, LLC

Delayed Draw Term Loan

03/14/2024

2,812

(7)

LegitScript, LLC

Delayed Draw Term Loan

06/24/2024

8,266

(74)

LegitScript, LLC

Revolver

06/24/2028

3,958

(35)

Lightspeed Solution, LLC

Delayed Draw Term Loan

03/01/2024

4,045

(72)

MRI Software, LLC

Delayed Draw Term Loan

12/19/2025

6,027

(30)

MRI Software, LLC

Revolver

02/10/2027

3,187

(20)

Magneto Components Buyco, LLC

Delayed Draw Term Loan

06/05/2025

9,472

(86)

Magneto Components Buyco, LLC

Revolver

12/05/2029

7,894

(143)

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Magnolia Wash Holdings

Revolver

07/14/2028

183

(18)

Mantech International CP

Delayed Draw Term Loan

09/14/2024

3,349

—

Mantech International CP

Revolver

09/14/2028

3,200

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

4,319

(31)

Mobile Communications America, Inc.

Revolver

10/16/2029

2,160

(31)

Montana Buyer, Inc.

Revolver

07/22/2028

2,613

(21)

Netwrix Corporation And Concept Searching, Inc.

Delayed Draw Term Loan

06/10/2024

5,399

(81)

Netwrix Corporation And Concept Searching, Inc.

Revolver

06/11/2029

1,521

(23)

Oak Purchaser, Inc.

Delayed Draw Term Loan

04/28/2024

380

(8)

Oak Purchaser, Inc.

Revolver

04/28/2028

1,117

(24)

Omni Intermediate Holdings, LLC

Delayed Draw Term Loan

06/24/2024

485

(23)

Omni Intermediate Holdings, LLC

Revolver

12/30/2025

155

(7)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

08/31/2025

20,235

(166)

PT Intermediate Holdings III, LLC

Delayed Draw Term Loan

09/02/2024

4,833

(119)

Pareto Health Intermediate Holdings, Inc.

Revolver

06/01/2029

10,666

(81)

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

468

(5)

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

10/19/2024

8,650

(43)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/01/2027

185

(3)

Portfolio Group

Delayed Draw Term Loan

01/05/2024

1,500

(14)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

05/02/2024

1,263

(1)

Project Boost Purchaser, LLC

Revolver

05/02/2028

963

(1)

RSC Acquisition, Inc.

Delayed Draw Term Loan

02/14/2025

2,076

(18)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/01/2024

3,769

(13)

Randy's Holdings, Inc.

Revolver

11/01/2028

1,072

(4)

Raptor Merger Sub Debt, LLC

Revolver

04/01/2028

1,953

(2)

Redwood Services Group, LLC

Delayed Draw Term Loan

01/31/2025

1,801

(44)

Revalize, Inc.

Revolver

04/15/2027

532

(11)

Riskonnect Parent, LLC

Delayed Draw Term Loan

07/07/2024

5,713

(9)

RoadOne IntermodaLogistics

Delayed Draw Term Loan

12/29/2023

108

(2)

RoadOne IntermodaLogistics

Revolver

12/29/2028

122

(2)

Securonix, Inc.

Revolver

04/05/2028

3,782

(210)

Sherlock Buyer Corp.

Delayed Draw Term Loan

09/06/2025

2,053

(1)

Sherlock Buyer Corp.

Revolver

12/08/2027

821

—

Smarsh, Inc.

Delayed Draw Term Loan

02/18/2024

536

(9)

Smarsh, Inc.

Revolver

02/16/2029

268

(5)

Sonny's Enterprises, LLC

Delayed Draw Term Loan

11/05/2024

3,174

—

Sonny's Enterprises, LLC

Revolver

08/05/2027

5,318

—

Spotless Brands, LLC

Revolver

07/25/2028

614

(5)

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

12/30/2023

276

(4)

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2023

(In Thousands)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	$	625	$	(9)
Summit Acquisition, Inc.	Delayed Draw Term Loan	11/01/2024	4,965		(74)
Summit Acquisition, Inc.	Revolver	05/01/2029	2,483		(37)
Summit Buyer, LLC	Delayed Draw Term Loan	08/25/2025	25,591		(614)
Summit Buyer, LLC	Revolver	01/14/2026	2,953		(71)
Superman Holdings, LLC	Delayed Draw Term Loan	05/01/2025	2,418		(30)
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	06/28/2024	417		—
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	182		—
Sweep Purchaser, LLC	Delayed Draw Term Loan	05/05/2024	819		(165)
Tamarack Intermediate, LLC	Delayed Draw Term Loan	10/06/2025	1,095		(17)
Tamarack Intermediate, LLC	Revolver	03/13/2028	2,475		(59)
Tank Holding Corp.	Delayed Draw Term Loan	05/22/2024	6,094		(120)
Tank Holding Corp.	Revolver	03/31/2028	1,369		(62)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	06/19/2025	5,296		(53)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	3,813		(76)
Trintech, Inc.	Revolver	07/25/2029	3,418		(64)
Trunk Acquisition, Inc.	Revolver	02/19/2026	643		(12)
V Global Holdings, LLC	Revolver	12/22/2025	1,188		(24)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	06/15/2025	13,422		(111)
Vertex Service Partners, LLC	Delayed Draw Term Loan	11/08/2025	14,001		(215)
Vertex Service Partners, LLC	Revolver	11/08/2030	2,513		(62)
YI, LLC	Delayed Draw Term Loan	06/06/2025	3,675		(36)
YI, LLC	Revolver	12/03/2029	2,757		(54)
Zarya Intermediate, LLC	Revolver	07/01/2027	401		—
iCIMS, Inc.	Delayed Draw Term Loan	08/18/2025	1,333		—
iCIMS, Inc.	Revolver	08/18/2028	497		—
Total First Lien Debt Unfunded Commitments			$	546,392	$	(7,534)
Total Unfunded Commitments			$	546,392	$	(7,534)

The accompanying notes are an integral part of these unaudited consolidated financial statements

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North Haven Private Income Fund LLC

Notes to the Consolidated Financial Statements (Unaudited)

March 31, 2024

(In thousands, except unit and per unit amounts)

(1) ORGANIZATION

North Haven Private Income Fund LLC (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for US federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of, or consolidated with, Morgan Stanley.

The Company was formed as a Delaware limited liability company on March 4, 2021 and commenced investment operations on February 1, 2022. The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.

The Company is conducting a continuous private offering of its units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company has offered and intends to offer one class of units, Class S Units (the “Units”) in its continuous private offering.

The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of March 31, 2024, the Company’s wholly owned subsidiaries were formed as Delaware limited liability companies and included: PIF CA SPV LLC (“CA SPV”), NHPIF Equity Holdings SPV LLC (“Equity Holdings”), PIF Financing SPV LLC (“Financing SPV”), PIF Financing II SPV LLC (“Financing II SPV”) and Broadway Funding Holdings LLC (“Broadway Holdings,” and collectively with CA SPV, Equity Holdings, Financing SPV and Financing II SPV, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation.

(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments and reclassifications, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2024.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

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Cash

Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

Investments

Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Financial Condition consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company’s Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company's framework for determining fair value, fair value hierarchies, and the composition of the Company's portfolio.

Financial and Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective

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investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

PIK Income

The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to unitholders in the form of distributions in order for the Company to continue to qualify as a RIC, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual Investments

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

As of March 31, 2024, the Company had certain investments in one portfolio company on non-accrual status. The amortized cost of investments on non-accrual status as of March 31, 2024 was $23,176. As of December 31, 2023, the Company had certain investments in two portfolio companies on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2023 was $25,201.

Organization and Offering Costs

Costs associated with the organization of the Company are expensed as incurred. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of units are capitalized as “deferred offering costs” on the Consolidated Statements of Financial Condition and amortized over a twelve-month period from incurrence of such offering of Units. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Units.

Deferred Financing Costs and Debt Issuance Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving credit facilities (the “Deferred Financing Costs”). These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

The Company records costs related to the issuance of term debt obligations (the “Debt Issuance Costs”) on the consolidated financial statements. The costs, including upfront fees, legal and other direct costs incurred in connection with the issuance are deferred and amortized over the life of the related term obligation using the straight-line method. The amortization of Debt Issuance Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses. Any unamortized Debt Issuance Costs are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Financial Condition.

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Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its unitholders as distributions.

In order to continue to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its unitholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three months ended March 31, 2024 and 2023, the Company accrued $15 and $— of U.S. federal excise tax, respectively.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

(3)RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On November 4, 2021, the Company entered into an Investment Advisory Agreement with our Adviser. The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or the Company’s unitholders, including, in each case, a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The renewal of the Investment Advisory Agreement was most recently approved in August 2023.

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately be borne by the unitholders.

Base Management Fee

The base management fee is calculated at an annual rate of 1.25% of the Company’s average net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement, and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month. The base management fee is payable quarterly in arrears, any base management fees waived are not subject to recoupment by the Adviser.

For the three months ended March 31, 2024 and 2023, base management fees were $7,897 and $4,223. As of March 31, 2024 and December 31, 2023, $7,897 and $6,529 was payable to the Investment Adviser relating to base management fees.

Incentive Fee

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.

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i. Incentive Fee based on Income

Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee and any servicing fees and/or distribution fees paid to broker dealers. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.

Pursuant to the Investment Advisory Agreement, the Company pays the Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:

•No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% (5% annualized);

•100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286% in any quarter (5.7143% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.5% of pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and

•12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.4286% in any calendar quarter (5.7143% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income is paid to the Investment Adviser.

For the three months ended March 31, 2024 and 2023, income-based incentive fees were $8,811 and $4,785. As of March 31, 2024 and December 31, 2023, $8,811 and $7,833 was payable to the Investment Adviser relating to income-based incentive fees, respectively.

ii. Incentive Fee based on Capital Gains

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5% of the realized capital gains, if any, on a cumulative basis from the date of the Company’s election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”).

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 12.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.

For the three months ended March 31, 2024 and 2023, there were no capital gains incentive fees accrued to the Investment Adviser.

The Investment Advisory Agreement does not include unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to the administration agreement between the Company and the Administrator dated November 4, 2021 (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently approved the renewal of the Administration Agreement in August 2023.

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For the three months ended March 31, 2024 and 2023, the Company incurred $32 and $21 of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. Amounts unpaid and included in the payable to affiliates on the Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023 were $124 and $93 respectively.

Placement Agent Agreements

On November 9, 2021, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company’s private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.

On November 9, 2021, the Company entered into a placement agency agreement (the “MSDI Agreement”) with Morgan Stanley Distribution Inc. (“MSDI”). Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company’s private offering. The Company pays servicing fees to MSDI calculated based on the net asset values of each eligible class of units and calculated in arrears.

For the three months ended March 31, 2024 and 2023, the Company incurred $5,370 and $2,872 expenses under the MSDI Agreement, which were recorded in servicing fees on the Consolidated Statements of Operations. Amounts unpaid and included in the accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023 were $4,114 and $3,390.

Expense Support and Conditional Reimbursement Agreement

On November 30, 2021, the Company entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser, which was subsequently amended on March 15, 2022 (as amended, the “Expense Support Agreement”). The Investment Adviser may elect to pay the Company’s expenses on its behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any of the Company’s interest expense and/or unitholder servicing fees. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers. The indemnification agreements are intended to provide the directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act, and are generally consistent with the indemnification provisions of the Company’s certificate of incorporation and bylaws. Each indemnification agreement provides that the Company will indemnify the director or officer who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

MS Credit Partners Holdings, Inc. Investment

MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements and has made an aggregate capital contribution of $25.0 million, in exchange for 1,256,051 Units. MS Credit Partners Holdings, has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

Morgan Stanley & Co. Related Transactions

Morgan Stanley & Co. LLC, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as a co-agent in connection with the private placement of the Company’s Series A Notes (as defined below in Note 6) and the Company’s Series B Notes (as defined below in Note 6) pursuant to note purchase agreements dated March 16, 2023 and August 10, 2023, respectively, and received fees of $175 and $118 at closing, respectively. These fees are deferred and amortized over the life of the related term obligation using the straight-line method. Any unamortized amounts are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Financial Condition.

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(4) INVESTMENTS

The composition of the Company’s investment portfolio was as follows:


	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,797,497	$	3,777,505	98.7	%	$	3,154,304	$	3,127,610	97.9	%
Second Lien Debt	21,902		11,097		0.3		37,685		32,040		1.0
Other Investments	39,904		39,415		1.0		35,460		35,836		1.1
Total	$	3,859,303	$	3,828,017	100.0	%	$	3,227,449	$	3,195,486	100.0	%

The industry composition of investments at fair value was as follows:


	March 31, 2024		December 31, 2023
Aerospace & Defense	0.8	%	0.9	%
Air Freight & Logistics	1.3		2.4
Automobile Components	1.6		1.8
Automobiles	1.7		0.8
Beverages	0.1		0.2
Biotechnology	0.3		0.4
Broadline Retail	—		0.2
Building Products	0.4		0.4
Chemicals	2.0		2.3
Commercial Services & Supplies	5.5		6.5
Construction & Engineering	2.5		1.1
Construction Materials	0.1		0.2
Consumer Finance	0.1		0.2
Consumer Staples Distribution & Retail	1.0		0.2
Containers & Packaging	0.7		0.6
Distributors	3.8		4.7
Diversified Consumer Services	7.0		5.4
Electrical Equipment	0.1		0.1
Electronic Equipment, Instruments & Components	3.3		4.0
Entertainment	0.2		—
Financial Services	2.8		3.0
Ground Transportation	0.1		0.2
Health Care Equipment & Supplies	1.7		2.1
Health Care Providers & Services	7.9		9.3
Health Care Technology	2.9		3.7

Household Products	0.2		0.2
Industrial Conglomerates	3.8		2.6
Insurance Services	14.1		14.0
Interactive Media & Services	0.2		0.2
IT Services	2.6		2.6
Leisure Products	0.2		0.3
Life Sciences Tools & Services	0.2		0.2
Machinery	1.3		1.2
Media	0.3		0.2
Metals & Mining	0.1		0.2
Multi-Utilities	0.8		0.9

Personal Care Products	0.1		0.1

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Pharmaceuticals	1.3		1.7
Professional Services	2.4		2.7
Real Estate Management & Development	3.0		3.6
Software	20.8		18.1
Specialty Retail	0.1		0.1
Transportation Infrastructure	0.1		—
Wireless Telecommunication Services	0.5		0.4
Total	100.0	%	100.0	%

The geographic composition of investments at cost and fair value was as follows:


	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value

Australia	$	56,960	$	57,592	1.5	%	$	56,971	$	57,389	1.8	%
Canada	25,568		25,537		0.7		25,650		25,481		0.8
United Kingdom	41,046		41,837		1.1		44,254		45,077		1.4
United States	3,735,729		3,703,051		96.7		3,100,574		3,067,539		96.0
Total	$	3,859,303	$	3,828,017	100.0	%	$	3,227,449	$	3,195,486	100.0	%

(5) FAIR VALUE MEASUREMENTS

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers' quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.

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Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors, undertakes a multi-step valuation process each quarter, as described below:

1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;

2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;

3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment is reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management’s preliminary valuation and conclusion of fair value;

4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.

The fair value is generally determined based on the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or “private letter” credit ratings;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates for like securities and expected volatility in future interest rates;

•the markets in which the issuer does business and recent economic and/or market events; and

•comparisons to publicly traded securities.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.

The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

The following tables present the fair value hierarchy of the investments as of:


	March 31, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	544,768	$	3,232,737	$	3,777,505	$	—	$	416,752	$	2,710,858	$	3,127,610
Second Lien Debt	—		10,342		755		11,097		—		10,332		21,708		32,040
Other Investments	—		—		39,415		39,415		—		—		35,836		35,836
Total	$	—	$	555,110	$	3,272,907	$	3,828,017	$	—	$	427,084	$	2,768,402	$	3,195,486

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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2024:


	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	2,710,858	$	21,708	$	35,836	$	2,768,402
Purchases of investments (1)	611,474		264		3,375		615,113
Proceeds from principal repayments and sales of investments (1)	(86,754)		(16,500)		—		(103,254)
Accretion of discount/amortization of premium	3,086		392		3		3,481
Payment-in-kind	2,214		—		1,064		3,278
Net change in unrealized appreciation (depreciation)	2,850		(5,109)		(863)		(3,122)
Net realized gains (losses)	(1,856)		—		—		(1,856)
Transfers into/out of Level 3 (2)	(9,135)		—		—		(9,135)
Fair value, end of period	$	3,232,737	$	755	$	39,415	$	3,272,907

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024	$	2,499	$	(5,732)	$	(863)	$	(4,096)

(1) Includes transactions relating to restructurings.

(2) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2023:


	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	1,459,294	$	26,043	$	29,393	$	1,514,730
Purchases of investments	215,809		—		11		215,820
Proceeds from principal repayments and sales of investments	(48,508)		—		—		(48,508)
Accretion of discount/amortization of premium	1,406		20		3		1,429
Payment-in-kind	510		—		468		978
Net change in unrealized appreciation (depreciation)	1,082		(2,002)		484		(436)
Net realized gains (losses)	42		—		—		42
Transfers into/out of Level 3	—		—		—		—
Fair value, end of period	$	1,629,635	$	24,061	$	30,359	$	1,684,055

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2023	$	1,082	$	(2,002)	$	484	$	(436)

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.


	March 31, 2024
	Fair Value		Valuation Technique	Significant Unobservable Input	Range				Weighted Average (1)
					Low		High
Investments in first lien debt	$	3,232,737	Yield Analysis	Discount Rate	9.68	%	25.19	%	11.26	%

Investments in second lien debt	755		Yield Analysis	Discount Rate	13.77	%	53.44	%	14.32	%

Other investments:

Other debt	2,508		Income Approach	Discount Rate	14.70	%	14.70	%	14.70	%
Preferred equity	32,483		Income Approach	Discount Rate	9.90	%	24.76	%	11.98	%
Common equity	2,697		Income Approach	Revenue Multiple	7.58x		9.80x		8.57x
	1,727		Market Approach	EBITDA Multiple	11.80x		18.72x		13.62x

Total Investments	$	3,272,907

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(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.


	December 31, 2023
	Fair Value		Valuation Technique	Significant Unobservable Input	Range				Weighted Average (1)
					Low		High
Investments in first lien debt	$	2,710,858	Yield Analysis	Discount Rate	9.33	%	25.09	%	10.99	%

Investments in second lien debt	21,708		Yield Analysis	Discount Rate	13.35	%	31.13	%	19.97	%
Investments in other securities:
Other debt	2,484		Income Approach	Discount Rate	14.60	%	14.60	%	14.60	%
Preferred equity	29,122		Income Approach	Discount Rate	13.26	%	15.68	%	15.04	%
Common equity	2,604		Income Approach	Revenue Multiple	7.60x		9.80x		8.87x
	1,626		Market Approach	EBITDA Multiple	12.50x		18.70x		14.91x


Total Investments	$	2,768,402

(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The significant unobservable inputs used in the income approach are the comparative yield or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.

Financial instruments disclosed but not carried at fair value

The Company’s debt, is presented at carrying value on the Consolidated Statements of Financial Condition. The fair value of the Company’s credit facilities and unsecured notes are estimated in accordance with the Company’s valuation policy. The carrying value and fair value of the Company’s debt were as follows:


		March 31, 2024				December 31, 2023
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
ING Facility	3	$	6,067	$	6,067	$	6,168	$	6,168
Wells Funding Facility	3	153,000		153,000		—		—
CBNA Funding Facility	3	64,000		64,000		25,500		25,500
Series A 2026 Notes(1)(4)	3	202,557		202,180		202,381		204,000
Series A 2028 Notes(1)(4)	3	144,748		143,967		144,673		146,000
Series B 2026 Notes(2)(4)	3	106,042		105,877		105,941		107,000
Series B 2028 Notes(2)(4)	3	126,731		126,128		126,659		128,000
Series C 2027 Notes(3)(4)	3	135,171		136,595		135,127		138,706
Series C 2029 Notes(3)(4)	3	161,839		164,541		161,839		167,834
Total		$	1,100,155	$	1,102,355	$	908,288	$	923,208

(1) The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes were presented net of unamortized debt issuance costs of $1,443 and $1,252, respectively as of March 31, 2024 and $1,619 and $1,327 respectively as of December 31, 2023.

(2) The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes were presented net of unamortized debt issuance costs of $958 and $1,269, respectively, as of March 31, 2024 and $1,059 and $1,341, respectively as of December 31, 2023.

(3) The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes were presented net of unamortized debt issuance costs of $1,329 and $1,661, respectively as of March 31, 2024 and $1,372 and $1,661, respectively as of December 31, 2023.

(4) Inclusive of change in fair market value of effective hedge.

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

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(6)DEBT

The Company’s outstanding debt obligations were as follows:


	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
ING Facility(1)	$	925,000	$	6,067	$	918,933	$	925,000	$	6,168	$	918,832
Wells Funding Facility	750,000		153,000		597,000		750,000		—		750,000
CBNA Funding Facility	235,000		64,000		171,000		235,000		25,500		209,500
Series A 2026 Notes(2)	204,000		204,000		—		204,000		204,000		—
Series A 2028 Notes(2)	146,000		146,000		—		146,000		146,000		—
Series B 2026 Notes(3)	107,000		107,000		—		107,000		107,000		—
Series B 2028 Notes(3)	128,000		128,000		—		128,000		128,000		—
Series C 2027 Notes(4)	136,500		136,500		—		136,500		136,500		—
Series C 2029 Notes(4)	163,500		163,500		—		163,500		163,500		—
Total	$	2,795,000	$	1,108,067	$	1,686,933	$	2,795,000	$	916,668	$	1,878,332

(1) Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2024, the Company had borrowings denominated in Euros (EUR) of 5,618. As of December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 5,618.

(2) The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $1,443 and $1,252, respectively as of March 31, 2024 and $1,619 and $1,327, respectively as of December 31, 2023.

(3) The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $958 and $1,269, respectively, as of March 31, 2024 and $1,059 and $1,341, respectively as of December 31, 2023.

(4) The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $1,329 and $1,661, respectively as of March 31, 2024 and$1,372 and $1,661, respectively as of December 31, 2023.

The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 8.93% and 6.59%, respectively. The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 9.58% and 6.89%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was $919,065 and $746,957, respectively.

ING Facility

On February 1, 2022, the Company initially entered into a senior secured revolving credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ING Facility”) with the Company, as a borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as joint lead arrangers, and the lenders from time to time party thereto. Pursuant to the ING Facility, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $925,000, subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Facility may be increased to $1,000,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The availability period of the ING Facility will terminate on February 1, 2026 and will mature on February 1, 2027.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the ING Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by The Wall Street Journal, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month SOFR plus 1% per annum) plus (A) 0.75% or (B) 0.875%, based on certain borrowing base conditions, and (y) for loans for which the Company elects the SOFR option, the applicable SOFR rate for the related interest period for such borrowing plus (A) 1.75% per annum or (B) 1.875% per annum, depending on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the ING Facility.

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The summary information of the ING Facility is as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	79		$	7,591
Facility unused commitment fees	872			416
Amortization of deferred financing costs	315			297
Total	$	1,266		$	8,304
Weighted average interest rate	5.37		%	6.32		%
Weighted average outstanding balance	$	5,818		$	480,484

Wells Funding Facility

On June 29, 2022, the Company initially entered into (i) a contribution agreement (the “Wells Contribution Agreement”) with Financing SPV, pursuant to which the Company contributed to Financing SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a loan and servicing agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement” and, together with the Wells Contribution Agreement, the “Wells Agreements”) with Financing SPV, as the borrower, Wells Fargo Bank, National Association (“Wells”), as the administrative agent and lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian, pursuant to which Wells has agreed to extend credit to Financing SPV in an aggregate principal amount up to $750,000 at any one time outstanding (the “Wells Funding Facility”) and (iii) various supporting documentation, including an account control agreement.

The obligations of Financing SPV under the Wells Funding Facility are secured by all of the assets held by Financing SPV, including the Loans contributed or transferred by the Company to Financing SPV. The Wells Funding Facility is a revolving funding facility with a reinvestment period ending June 29, 2025 and a final maturity date of June 29, 2027. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the Wells Funding Facility are available in US dollars, pound sterling, Euros or Canadian dollars, and subject to certain exceptions, the interest charged on the Wells Funding Facility is based on Daily Simple SOFR (Dollar), SONIA (GBP), EURIBOR (Euros) or CDOR (Canadian dollars), as applicable (or, if any such reference rate is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 1.50%), as applicable), plus a margin equal to 2.75%. SONIA, EURIBOR and CDOR are subject to a floor of zero. Under the Wells Agreements, the Company and Financing SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Servicing Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing Wells, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the Wells Funding Facility.

The summary information of the Wells Funding Facility is as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	188		$	3,522
Facility unused commitment fees	2,240			370
Amortization of deferred financing costs	368			233
Total	$	2,796		$	4,125
Weighted average interest rate	8.06		%	6.90		%
Weighted average outstanding balance	$	9,206		$	204,250

CBNA Funding Facility

On September 12, 2023, the Company entered into (i) a contribution agreement (the “CBNA Contribution Agreement”) with Financing II SPV, pursuant to which the Company will contribute to Financing II SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a loan and security agreement (the “Loan and Security Agreement” and, together with the CBNA Contribution Agreement, the “CBNA Agreements”) with Financing II SPV, as the borrower, Citizens Bank, N.A. (“CBNA”), as the facility agent, the lenders party thereto (collectively, the “Lenders”), the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian, pursuant to which the Lenders have agreed to (a) extend credit to Financing II SPV in an aggregate principal amount of up

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to $235,000 at any one time outstanding, and (b) following September 12, 2023 and prior to the date that is 180 days following September 12, 2023, subject to certain conditions, allow Financing II SPV to elect to increase the outstanding commitments of CBNA by an additional $100,000 (which aggregate amounts may be increased to a maximum of $750,000, subject to certain conditions set forth in the Loan and Security Agreement) (the “CBNA Funding Facility”) and (iii) various supporting documentation, including an account control agreement.

The obligations of Financing II SPV under the CBNA Funding Facility are secured by all of the assets held by Financing II SPV, including the Loans contributed or transferred by the Company to Financing II SPV. The CBNA Funding Facility is a revolving funding facility with a reinvestment period ending September 12, 2026 and a final maturity date of September 12, 2028. Advances under the CBNA Funding Facility are available in US dollars, and subject to certain exceptions, the interest charged on the CBNA Funding Facility is based on Term SOFR (or, if such reference rate is not available, a benchmark replacement or a “base rate” (which is the greatest of the Daily SOFR Rate, a prime rate, and the federal funds rate plus 0.50%), as applicable), plus a margin equal to (i) 2.75% during the reinvestment period or (ii) 2.90% after the reinvestment period. Term SOFR is subject to a floor of zero. Under the CBNA Agreements, the Company and Financing II SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Security Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing CBNA, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the CBNA Funding Facility.

The summary information of the CBNA Funding Facility is as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	394		N/A
Facility unused commitment fees	503			N/A
Amortization of deferred financing costs	184			N/A
Total	$	1,081		N/A
Weighted average interest rate	8.18		%	N/A
Weighted average outstanding balance	$	19,041		N/A

The Series A 2026 Notes and the Series A 2028 Notes

On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the “March 2023 NPA”) governing the issuance of (i) $204,000 in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the “Series A 2026 Notes”) and (ii) $146,000 in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the “Series A 2028 Notes” and, together with the Series A 2026 Notes, the “Series A Notes”) to certain qualified institutional investors in a private placement.

The Series A Notes were delivered and paid for on March 16, 2023, subject to certain customary closing conditions. The Series A 2026 Notes have a fixed interest rate of 8.10% per year and will mature on March 16, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. The Series A 2028 Notes have a fixed interest rate of 8.13% per year and will mature on March 16, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. Interest on the Series A Notes is due semiannually in March and September of each year. Subject to the terms of the March 2023 NPA, the Company may redeem the Series A 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2025, a make-whole premium, and the Company may redeem the Series A 2028 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2027, a make-whole premium. The Company’s obligations under the March 2023 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the Series A Notes.

In connection with the Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series A 2026 Notes, the Company receives a fixed interest rate of 8.10% per annum and pays a floating interest rate of SOFR + 4.34% per annum on $204,000 notional amount of the Series A 2026 Notes. Under the interest rate swap agreement related to the Series A 2028 Notes, the Company receives a fixed interest rate of 8.13% per annum and pays a floating interest rate of SOFR + 4.56% per annum on $146,000 notional amount of the Series A 2028 Notes. The interest rate swaps related to the Series A 2026 Notes and Series A 2028 Notes mature on March 16, 2026 and March 16, 2028, respectively. For the three months ended March 31, 2024, the Company paid no periodic payments. The interest expense related to the Series A Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of March 31, 2024, the interest rate swaps had a fair value of $(3,877).

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Based on the fair value measurement hierarchy, the swaps are classified as level 2 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series A Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series A 2026 Notes was as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	4,131		$	688
Amortization of debt issuance costs	184			32
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items	11			N/A
Total	$	4,326		$	720
Stated interest rate	8.10		%	8.10		%

The summary information of the Series A 2028 Notes was as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	2,967		$	495
Amortization of debt issuance costs	80			14
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items	13			N/A
Total	$	3,060		$	509
Stated interest rate	8.13		%	8.13		%

The Series B 2026 Notes and the Series B 2028 Notes

On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the “August 2023 NPA”) governing the issuance of $107,000 in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the “Series B 2026 Notes”) and the issuance of $128,000 in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the “Series B 2028 Notes” and, together with the Series B 2026 Notes, collectively, the “Series B Notes”) to certain qualified institutional investors in a private placement. The Series B Notes were delivered and paid for on August 10, 2023, subject to certain customary closing conditions.

The Series B 2026 Notes have a fixed interest rate of 8.84% per year and the Series B 2028 Notes have a fixed interest rate of 8.88% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the August 2023 NPA) or a Secured Debt Ratio Event (as defined in the August 2023 NPA) occurs. The Series B 2026 Notes will mature on August 10, 2026 and the Series B 2028 Notes will mature on August 10, 2028, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the August 2023 NPA. Interest on the Series B Notes will be due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series B Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2023 NPA, the Company may redeem the Series B Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series B 2026 Notes are redeemed on or before May 10, 2026 or the Series B 2028 Notes are redeemed on or before May 10, 2028, a make-whole premium. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the Series B Notes.

In connection with the Series B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series B 2026 Notes, the Company receives a fixed interest rate of 8.84% per annum and pays a floating interest rate of SOFR + 5.13% per annum on $107,000 notional amount of the Series B 2026 Notes. Under the interest rate swap agreement related to the Series B 2028 Notes, the Company receives a fixed interest rate of 8.88% per annum and pays a floating interest rate of SOFR + 5.30% per annum on $128,000 notional amount of the Series B 2028 Notes. The interest rate swaps related to the Series B 2026 Notes and Series B 2028 Notes mature on August 10, 2026 and August 10, 2028, respectively. For the three months ended March 31, 2024, the Company paid no periodic payments. The interest expense related to the Series B Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of March 31, 2024, the interest rate swaps had a fair value of $(3,015). Based on the fair value measurement hierarchy, the swaps are classified as level 2 investments. Depending on the nature of the balance

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at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series B Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series B 2026 Notes was as follows:

For the Three Months Ended

March 31, 2024

March 31, 2023

Borrowing interest expense

2,365

N/A

Amortization of debt issuance costs

101

N/A

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

N/A

Total

2,472

N/A

Stated interest rate

8.84

N/A

The summary information of the Series B 2028 Notes was as follows:

For the Three Months Ended

March 31, 2024

March 31, 2023

Borrowing interest expense

2,842

N/A

Amortization of debt issuance costs

N/A

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

N/A

Total

2,928

N/A

Stated interest rate

8.88

N/A

The Series C 2027 Notes and the Series C 2029 Notes

On December 1, 2023, the Company entered into the First Supplement, dated as of December 1, 2023 (the “First Supplement”), to the August 2023 NPA (as supplemented by the First Supplement, the “December 2023 NPA”) governing the issuance of $136,500 in aggregate principal amount of Series C Senior Notes, Tranche A, due March 1, 2027 (the “Series C 2027 Notes”) and the issuance of $163,500 in aggregate principal amount of Series C Senior Notes, Tranche B, due March 1, 2029 (the “Series C 2029 Notes” and, together with the Series C 2027 Notes, collectively, the “Series C Notes”) to certain qualified institutional investors in a private placement. The Series C Notes were delivered and paid for on December 1, 2023, subject to certain customary closing conditions.

The Series C 2027 Notes have a fixed interest rate of 8.92% per year and the Series C 2029 Notes have a fixed interest rate of 9.07% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the December 2023 NPA) or a Secured Debt Ratio Event (as defined in the December 2023 NPA) occurs. The Series C 2027 Notes will mature on March 1, 2027 and the Series C 2029 Notes will mature on March 1, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the December 2023 NPA. Interest on the Series C Notes will be due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series C Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the December 2023 NPA, the Company may redeem the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series C 2027 Notes are redeemed on or before December 1, 2026 or the Series C 2029 Notes are redeemed on or before December 1, 2028, a make-whole premium. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the Series C Notes.

In connection with the Series C Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series C 2027 Notes, the Company receives a fixed interest rate of 8.92% per annum and pays a floating interest rate of SOFR + 4.49% per annum on $136,500 notional amount of the Series C 2027 Notes. Under the interest rate swap agreement related to the Series C 2029 Notes, the Company receives a fixed interest rate of 9.07% per annum and pays a floating interest rate of SOFR + 4.77% per annum on $163,500 notional amount of the Series C 2029 Notes. The interest rate swaps related to the Series C 2027 Notes and Series C 2029 Notes mature on March 1, 2027 and March 1, 2029, respectively. For the three months ended March 31, 2024, the Company paid $1,141 in net periodic payments. The interest expense related to the Series C Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of March 31, 2024, the interest rate swaps had a fair value of $1,608. Based on the fair value measurement hierarchy, the swaps are classified as level 2 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in

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fair value of the interest rate swaps are offset by the change in fair value of the Series C Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series C 2027 Notes was as follows:

For the Three Months Ended

March 31, 2024

March 31, 2023

Borrowing interest expense

3,385

N/A

Amortization of debt issuance costs

115

N/A

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

157

N/A

Total

3,657

N/A

Stated interest rate

9.92

N/A

The summary information of the Series C 2029 Notes was as follows:

For the Three Months Ended

March 31, 2024

March 31, 2023

Borrowing interest expense

4,170

N/A

Amortization of debt issuance costs

N/A

Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items

381

N/A

Total

4,636

N/A

Stated interest rate

10.20

N/A

(7)COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise, and accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2024 and December 31, 2023, the Company had $833,180 and $546,392 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

(8)MEMBERS’ CAPITAL

The following table shows the components of distributable earnings as shown on the Consolidated Statements of Financial Condition:


	As of
	March 31, 2024		December 31, 2023
Total distributable earnings (loss), beginning of period	$	(26,988)	$	(71,561)
Net investment income	56,048		161,864
Net realized gain (loss)	(3,087)		106
Net unrealized appreciation (depreciation)	770		43,948
Distributions declared	(61,611)		(161,416)
Tax reclassification of unitholders' equity	—		71
Total distributable earnings (loss), end of period	$	(34,868)	$	(26,988)

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The following table summarizes the total Units issued and proceeds received from the closings of the Company’s continuous private offering that occurred for the three months ended March 31, 2024 and 2023:


Unit Issuance Date	Units Issued	Proceeds Received
For the Three Months Ended March 31, 2024
January 01, 2024	7,646,273	$	146,120
February 01, 2024	6,231,714	119,088
March 01, 2024	6,662,271	127,383
Total	20,540,258	$	392,591
For the Three Months Ended March 31, 2023
January 01, 2023	1,953,945	$	36,304
February 01, 2023	1,882,119	35,478
March 01, 2023	3,239,025	61,347




Total	7,075,089	$	133,129

The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2024 and 2023:


Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
For the Three Months Ended March 31, 2024
January 29, 2024	January 31, 2024	February 05, 2024	0.1513		$	19,487
February 27, 2024	February 29, 2024	March 05, 2024	0.1512		20,505
March 26, 2024	March 31, 2024	April 04, 2024	0.1513		21,619
Total Distributions			$	0.4538	$	61,611
For the Three Months Ended March 31, 2023
January 30, 2023	January 31, 2023	February 03, 2023	0.1432		$	10,073
February 28, 2023	February 28, 2023	March 03, 2023	0.1454		10,544
March 28, 2023	March 31, 2023	April 05, 2023	0.1460		11,104




Total Distributions			$	0.4346	$	31,721

The Company adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.

The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the three months ended March 31, 2024 and 2023:


Payment Date	DRIP Units Issued	DRIP Units Value
For the Three Months Ended March 31, 2024
January 04, 2024	539,376	$	10,307
February 05, 2024	583,173	11,144
March 05, 2024	613,350	11,728
Total	1,735,899	$	33,179
For the Three Months Ended March 31, 2023
January 04, 2023	286,606	$	5,325
February 03, 2024	288,686	5,442
March 03, 2023	298,750	5,658




Total	874,042	$	16,425

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Unit Repurchase Program

At the discretion of the Board of Directors, the Company may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. Units purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units.

In the event the amount of Units tendered exceeds the repurchase offer amount, Units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable.

The following table further summarizes the unit repurchases completed for the three months ended March 31, 2024 and 2023:


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)		Price Paid Per Unit		Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased	Percentage of Outstanding Units Repurchased(1)		Maximum number of units that may yet be purchased under the repurchase program(2)
For the Three Months Ended March 31, 2024
March 05, 2024	5.00	%	$	19.05	March 31, 2024	$	28,707	1,506,944	1.25	%	—
For the Three Months Ended March 31, 2023
March 14, 2023	5.00	%	$	18.71	March 31, 2023	$	27,162	1,451,713	2.13	%	—

(1) Percentage is based on total units as of the close of the previous calendar quarter.

(2) All repurchase requests were satisfied in full.

(9)EARNINGS (LOSS) PER UNIT

The following table sets forth the computation of basic and diluted earnings (loss) per Unit:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net increase (decrease) in Members' Capital from operations	$	53,731	$	38,728
Weighted average Units outstanding	135,684,002		72,948,080
Basic and diluted earnings (loss) per Unit	$	0.40	$	0.53

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(10)CONSOLIDATED FINANCIAL HIGHLIGHTS

The following are the financial highlights:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Per Unit Data:(1)
Net asset value, beginning of period	$	19.11		$	18.59
Net investment income (loss)	0.41			0.42
Net unrealized and realized gain (loss)(2)	(0.02)			0.13
Net increase (decrease) in net assets resulting from operations	0.39			0.55
Distributions declared	(0.45)			(0.43)

Total increase (decrease) in net assets	(0.06)			0.12
Net asset value, end of period	$	19.05		$	18.71
Units outstanding, end of period	141,382,662			74,602,035
Weighted average units outstanding	135,684,002			72,948,080

Total return based on net asset value(3)	2.07		%	2.99		%
Ratio/Supplemental Data:
Members' Capital, end of period	$	2,693,613		$	1,395,612

Ratio of expenses before waivers to average Members' Capital	6.68		%	6.83		%
Ratio of net expenses to average Members’ Capital(4)	6.68		%	6.83		%
Ratio of net investment income to average Members’ Capital(4)	9.67		%	10.13		%
Asset coverage ratio(5)	343.09		%	282.17		%
Portfolio turnover rate	3.57		%	3.23		%

(1) The per unit data was derived by using the weighted average units outstanding during the period, except otherwise noted.

(2) The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3) Total return (not annualized) is calculated assuming a purchase of units at the opening of the first day of the period and a sale on the closing of the last business day of the period. Distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.

(4) Amounts are annualized except for incentive fees, organization and offering costs, and expense support relating to organization and offerings costs.

(5) Effective October 27, 2021, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to October 27, 2021, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.

(11)SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

April Issuances and Distribution Declarations

Pursuant to the Company’s continuous private offering, the Company issued approximately 5,566,529 Units for an aggregate offering price of $106.0 million effective April 1, 2024.

On April 25, 2024, the Fund declared a distribution to unitholders of record in the amount of $0.1508 per unit and payable on May 3, 2024 to unitholders of record as of April 30, 2024.

May Issuances

Pursuant to the Company’s continuous private offering, the Company held a close relating to the sale of the our Units for an aggregate offering price of $147.9 million effective May 1, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)

In this Quarterly Report on Form 10-Q, or this “Report”, except where context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to North Haven Private Income Fund LLC and its consolidated subsidiaries. This Report, including the documents we incorporate by reference into this Report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. For the avoidance of doubt, we are not a subsidiary of, or consolidated with, Morgan Stanley. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential”, “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events;

•uncertainty and changes in the general interest rate environment;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;

•the impact of interruptions in the supply chain on our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the “Adviser” or “Investment Adviser”), and its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•the use of borrowed money to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;

•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

•our ability to maintain our qualification as a BDC, and as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;

•the effect of changes in tax laws and regulations and interpretations thereof; and

•the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and elsewhere in this Report.

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

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OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose units are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by the Adviser, an indirect wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, tax, depreciation, and amortization (“EBITDA”) in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans, including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts (“LBOs”), acquisitions, debt refinancings recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as the Secured Overnight Financing Rate, or SOFR). We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to the exemptive relief granted by the SEC to us and our Adviser (as amended, the “Order”), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies.

We have applied for a new exemptive relief order which, if granted, would supersede the Order and would permit us greater flexibility with respect to negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the application). There can be no assurance that we will obtain such new exemptive relief from the SEC.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR, or historically LIBOR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the

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outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the investment advisory agreement between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the administration agreement (the “Administration Agreement”) between us and MS Private Credit Administrative Services LLC (the “Administrator”); and (iii) other operating expenses as detailed below:

•initial organization costs and offering costs incurred;

•costs associated with any private offerings of our common units (the “Units”) and any other securities offerings;

•the cost of effecting any sales and repurchases of our Units and other securities, including servicing fees;

•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);

•out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•base management fee and any incentive fees payable under the Investment Advisory Agreement;

•certain costs and expenses relating to distributions paid by us;

•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;

•the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•dues and expenses incurred in connection with membership industry or trade organizations;

•fees and expenses payable under any dealer manager agreements;

•escrow agent, distribution agent, transfer agent and custodial fees and expenses;

•costs of derivatives and hedging;

•commissions and other compensation payable to brokers or dealers;

•any fees payable to rating agencies;

•federal and state registration fees;

•the cost of effecting any sales and repurchases of our Units and other securities, including servicing fees;

•U.S. federal, state and local taxes, including any excise taxes;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•Independent Director fees and expenses;

•costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our unitholders (including printing and mailing costs), the costs of any unitholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall investments;

•fees and expenses associated with marketing efforts;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company),

•direct fees and expenses associated with independent audits, agency, consulting and legal costs;

•cost of winding up; and

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•all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:


	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,797,497	$	3,777,505	98.7	%	$	3,154,304	$	3,127,610	97.9	%
Second Lien Debt	21,902		11,097		0.3		37,685		32,040		1.0
Other Investments	39,904		39,415		1.0		35,460		35,836		1.1
Total	$	3,859,303	$	3,828,017	100.0	%	$	3,227,449	$	3,195,486	100.0	%

Our debt portfolio displayed the following characteristics of each of our investments1, 2 unless otherwise noted:


	As of
	March 31, 2024			December 31, 2023
Number of portfolio companies	237			212
Percentage of performing debt bearing a floating rate, at fair value	99.9		%	99.9		%
Percentage of performing debt bearing a fixed rate, at fair value	0.1		%	0.1		%
Weighted average yield on debt and income producing investments, at cost(3)	11.6		%	11.8		%
Weighted average yield on debt and income producing investments, at fair value(3)	11.7		%	12.0		%
Weighted average 12-month EBITDA(4)	$	189.30		$	198.90
Weighted average net leverage through tranche(4)(5)	6.1x			6.1x

Weighted average loan to value(4)(6)	42.1		%	42.9		%



Percentage of our debt portfolio subject to business cycle volatility(4)	4.4		%	5.2		%
Percentage of our total portfolio on non-accrual, at cost	0.6		%	0.8		%

(1) Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche that the Company is a lender and loan to value exclude recurring revenue investments, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.

(2) Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.

(3) Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

(4) Excludes liquid loan portfolio.

(5) Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche that the Company is a lender, excluding recurring revenue investments.

(6) Calculated using total outstanding debt through the tranche that the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.

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Investment Activity

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):


	As of and For the Three Months Ended
	March 31, 2024		March 31, 2023
New investments committed
Gross Principal Balance(1)	$	1,050,869	$	182,343
Less: Syndications	—		—
Net New Investments Committed	$	1,050,869	$	182,343
Investments, at cost
Investments, beginning of period	$	3,227,449	$	2,051,185
New investments purchased	753,506		216,924
Net accretion of discount on investments	3,680		1,492
Payment-in-kind	3,278		978
Net realized gain (loss) on investments	(3,088)		42
Investments sold or repaid	(125,522)		(66,320)
Investments, end of period	$	3,859,303	$	2,204,301
Principal amount of investments funded
First lien debt	$	764,791	$	223,368
Second lien debt	—		—
Other investments	—		11
Total	$	764,791	$	223,379
Amount of investments sold/fully repaid, at principal
First lien debt investments	$	54,319	$	54,916
Second lien debt investments	$	16,500	$	—
Total	$	70,819	$	54,916






Number of new investment commitments in portfolio companies	32		8
Number of investment commitments exited or fully repaid	7		3

(1) Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.

Investment Performance Rating

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:

Risk Rating 1 — In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.

Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.

Risk Rating 3 — In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.

Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we

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will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System is as follows:


	March 31, 2024				December 31, 2023
	Fair Value		% of Total			Fair Value		% of Total
Risk rating 1	$	—	—	%		$	5,926	0.2	%
Risk rating 2	3,766,144		98.4			3,150,012		98.5
Risk rating 3	61,873		1.6			21,501		0.7
Risk rating 4	—		—			18,047		0.6
	$	3,828,017	100.0	%		$	3,195,486	100.0	%

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Total investment income	$	105,969	$	57,102
Less: Net expenses	49,906		26,616
Net investment income before taxes	56,063		30,486
Less: Excise tax expense	15		—
Net investment income after taxes	56,048		30,486
Net change in unrealized appreciation (depreciation)	770		8,200
Net realized gain (loss)	(3,087)		42
Net increase (decrease) in Members' Capital resulting from operations	$	53,731	$	38,728

Investment Income

Investment income was as follows:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Investment income:
Interest income	$	100,240	$	54,652
Payment-in-kind	2,600		522
Dividend income	960		875
Other income	2,169		1,053
Total Investment Income	$	105,969	$	57,102

In the table above, total investment income increased from $57,102 for the three months ended March 31, 2023 to $105,969 for the three months ended March 31, 2024. The increase was primarily driven by our deployment of capital and rising interest rates. The size of our investment portfolio at cost increased from $2,204,301 as of March 31, 2023 to $3,859,303 as of March 31, 2024. Weighted average asset yield of debt investments at cost increased from 11.0% as of March 31, 2023 to 11.6% as of March 31, 2024.

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Expenses

Expenses were as follows:


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Expenses:
Interest and other financing expenses	$	26,223	$	13,658
Management fees	7,897		4,223
Income based incentive fees	8,811		4,785

Professional fees	1,369		655
Organization and offering costs	—		18
Directors' fees	106		83
Administrative service fees	32		21
Servicing fees	5,370		2,872
General and other expenses	98		301
Total expenses	$	49,906	$	26,616




Excise tax expense	$	15	$	—

Interest and Other Financing Expenses

Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were $26,223 and $13,658 for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily due to higher average borrowings outstanding, increased reference rates and higher cost of unsecured debt issued. For the three months ended March 31, 2024 and 2023, average borrowings outstanding were $919,065 and $746,957, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and 2023 were 8.93% and 6.59%, respectively. The combined weighted average interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 9.58% and 6.89%, respectively.

Base Management Fee

The base management fees were $7,897 and $4,223 for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily due to an increase in capital contributions. For more information on base management fee, including terms thereof, for further details, see Note 3 “Related Party Transactions” to our consolidated financial statements included in this report.

Incentive Fees

The income-based incentive fees were $8,811 and $4,785 for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily due to an increase in pre-incentive fee net investment income. For more information on incentive fee, including terms thereof, for further details, see Note 3 “Related Party Transactions” to our consolidated financial statements included in this report.

Professional Fees, Administrative Service Fee and Other Expenses

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company, which include costs of a financial printer utilized for certain preparation, printing and distribution services related to the offering materials. Administrative service fees represents fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. General and other expenses include insurance, filing, research, subscriptions and other costs. Organization and offering costs include expenses incurred in our initial formation and our offering of units.

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Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments	$	(3,088)	$	42
Foreign currency and other transactions	1		—
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	816		8,200
Translation of assets and liabilities in foreign currencies	(46)		—
Net realized and unrealized gain (loss)	$	(2,317)	$	8,242

For the three months ended March 31, 2024, net realized losses on our investments was $3,088 which was primarily due to the restructuring of three portfolio companies.

For the three months ended March 31, 2023, net change in unrealized appreciation on our investments of $8,200 was primarily driven by the increase in valuations of our debt and equity investments as a result of the volatile credit environment and change in spreads in the primary and secondary markets, mainly in the broadly syndicated loan market.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Units, net borrowings from our credit facilities and unsecured debt, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Units. Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our unit repurchase program and payment of cash distributions to our unitholders. Details of our credit facilities are described in “—Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of March 31, 2024, we had approximately $198.7 million of cash, which taken together with our approximately $918.9 million, $597.0 million and $171.0 million of availability under the ING Facility, Wells Funding Facility and CBNA Funding Facility (subject to borrowing base availability) (each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of March 31, 2024, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $833.2 million.

Unregistered Sales of Equity Securities

For the three months ended March 31, 2024 and 2023, total Units issued and proceeds received were as follows:


Unit Issuance Date	Units Issued	Proceeds Received
For the Three Months Ended March 31, 2024
January 01, 2024	7,646,273	$	146,120
February 01, 2024	6,231,714	119,088
March 01, 2024	6,662,271	127,383
Total	20,540,258	$	392,591
For the Three Months Ended March 31, 2023
January 01, 2023	1,953,945	$	36,304
February 01, 2023	1,882,119	35,478
March 01, 2023	3,239,025	61,347




Total	7,075,089	$	133,129

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The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2024 and 2023:


Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
For the Three Months Ended March 31, 2024
January 29, 2024	January 31, 2024	February 05, 2024	0.1513		$	19,487
February 27, 2024	February 29, 2024	March 05, 2024	0.1512		20,505
March 26, 2024	March 31, 2024	April 04, 2024	0.1513		21,619
Total Distributions			$	0.4538	$	61,611
For the Three Months Ended March 31, 2023
January 30, 2023	January 31, 2023	February 03, 2023	$	0.1432	$	10,073
February 28, 2023	February 28, 2023	March 03, 2023	0.1454		10,544
March 28, 2023	March 31, 2023	April 05, 2023	0.1460		11,104




Total Distributions			$	0.4346	$	31,721

We have adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.

The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the three months ended March 31, 2024 and 2023:


Payment Date	DRIP Units Issued	DRIP Units Value
For the Three Months Ended March 31, 2024
January 04, 2024	539,376	$	10,307
February 05, 2024	583,173	11,144
March 05, 2024	613,350	11,728
Total	1,735,899	$	33,179
For the Three Months Ended March 31, 2023
January 04, 2023	286,606	$	5,325
February 03, 2024	288,686	5,442
March 03, 2023	298,750	5,658




Total	874,042	$	16,425

Unit Repurchase Program

At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described in the applicable offer to repurchase units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.

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The following table further summarizes the unit repurchases completed for the three months ended March 31, 2024 and 2023:


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)		Price Paid Per Unit		Repurchase Pricing Date	Amount Repurchased	Number of Units Repurchased	Percentage of Outstanding Units Repurchased(1)		Maximum number of units that may yet be purchased under the repurchase program(2)
For the Three Months Ended March 31, 2024
March 05, 2024	5.00	%	$	19.05	3/31/2024	28,707	1,506,944	1.25	%	—
For the Three Months Ended March 31, 2023
March 14, 2023	5.00	%	$	18.71	3/31/2023	27,162	1,451,713	2.13	%	—

(1) Percentage is based on total units as of the close of the previous calendar quarter.

(2) All repurchase requests were satisfied in full.

Debt

Our outstanding debt obligations were as follows:


	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
ING Facility(1)	$	925,000	$	6,067	$	918,933	$	925,000	$	6,168	$	918,832
Wells Funding Facility	750,000		153,000		597,000		750,000		—		750,000
CBNA Funding Facility	235,000		64,000		171,000		235,000		25,500		209,500
Series A 2026 Notes(2)	204,000		204,000		—		204,000		204,000		—
Series A 2028 Notes(2)	146,000		146,000		—		146,000		146,000		—
Series B 2026 Notes(3)	107,000		107,000		—		107,000		107,000		—
Series B 2028 Notes(3)	128,000		128,000		—		128,000		128,000		—
Series C 2027 Notes(4)	136,500		136,500		—		136,500		136,500		—
Series C 2029 Notes(4)	163,500		163,500		—		163,500		163,500		—
Total	$	2,795,000	$	1,108,067	$	1,686,933	$	2,795,000	$	916,668	$	1,878,332

(4) The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $1,329 and $1,661, respectively as of March 31, 2024 and $1,372 and $1,661, respectively as of December 31, 2023.

For further details, see Note 6 “Debt” to our consolidated financial statements included in this report.

RECENT DEVELOPMENTS

April Issuances and Distribution Declarations

Pursuant to our continuous private offering, we issued approximately 5,566,529 Units for an aggregate offering price of $106.0 million effective April 1, 2024.

On April 25, 2024, we declared a distribution to unitholders of record in the amount of $0.1508 per unit and payable on May 3, 2024 to unitholders of record as of April 30, 2024.

May Issuances

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Pursuant to our continuous private offering, we held a close relating to the sale of our Units for an aggregate offering price of $147.9 million effective May 1, 2024.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio should be read in connection with our consolidated financial statements in Part I, Item 1A of this Report, including Note 2 “Summary of Significant Accounting Policies.”

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Placement Agent Agreement;

•the MSDI Agreement; and

•the Expense Support Agreement.

For further details, see Note 3 “Related Party Transactions” to our consolidated financial statements included in this report.

MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements and has made capital contributions at the closings of the Company’s continuous private offering representing an aggregate capital contribution of $25.0 million, in exchange for 1,256,051 Units. Because MS Credit Partners Holdings, Inc. has made an aggregate capital contribution of $25.0 million as of the date of this report, MS Credit Partners Holdings, Inc. has no further obligation, contractual or otherwise, to support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, , or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Market Risk

The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” of our Form 10-K and “Part I, Item 1A. Risk Factors—General Risk Factors—Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of our Form 10-K.

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at

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which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2024, approximately 99.9% of our debt investments were at floating rates. Based on our Consolidated Statements of Financial Condition as of March 31, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of March 31, 2024) (dollar amounts in thousands):


	Interest		Interest		Net
Basis Point Change - Interest Rates	Income		Expense(1)		Income
Up 300 basis points	$	115,837	$	(33,242)	$	82,595
Up 200 basis points	$	77,225	$	(22,161)	$	55,064
Up 100 basis points	$	38,612	$	(11,081)	$	27,531
Up 25 basis points	$	9,653	$	(2,770)	$	6,883
Down 25 basis points	$	(9,653)	$	2,770	$	(6,883)
Down 100 basis points	$	(38,612)	$	11,081	$	(27,531)
Down 200 basis points	$	(77,225)	$	22,161	$	(55,064)
Down 300 basis points	$	(115,837)	$	33,242	$	(82,595)

(1) Includes the impact of our interest rate swaps as a result of interest rate changes.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2024 (the end of the period covered by this report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

The Company, the Investment Adviser, and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Investment Adviser, and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

See also “Note 1 to Consolidated Financial Statements in Part I, Item 1. Consolidated Financial Statements and Supplementary Data” of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the risk factors previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

Refer to “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Members’ Capital” in this Report, the Form 10-K and our Current Report on Form 8-K filed on January 31, 2024, February 29, 2024 and March 28, 2024, for the issuance of our Class S Units for the three months ended March 31, 2024. Such issuances were part of our continuous private offering and were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.

Issuer Purchases of Equity Securities

At the discretion of the Board of Directors, we have in the past and may in the future conduct quarterly repurchase offers pursuant to a unit repurchase program. The purpose of the unit repurchase program is to provide liquidity to unitholders. We intend to limit the number of Units to be repurchased in each quarter to no more than 5% of our outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end. All Units purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units. Any Units to be purchased from any of our officers, directors or affiliates will be on the same terms and conditions as any other purchase of Units.

On February 2, 2024, we announced a quarterly tender offer that commenced on February 5, 2024 and ended at 12:01 a.m., Eastern Time, on March 5, 2024 (the “Offer”). Because there is no secondary trading market for our Units, our Board of Directors determined, after consideration of various matters, that the Offer was in the best interests of unitholders in order to provide liquidity for our unitholders. Approximately 1,506,944 of our Units were validly tendered and not withdrawn prior to the expiration of the Offer. The Units were repurchased at a price of $19.05 per Unit, which represents the net asset value per Unit as of March 31, 2024. The payment of the purchase price of the Units tendered was promptly made in cash issued to the unitholders whose tenders were accepted for purchase by us in accordance with the terms of the Offer.

Item 3: Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits and Financial Statement Schedules

(a) Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Exhibit			Description



































31.1*			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*			Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*			Filed herewith
**			Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	North Haven Private Income Fund LLC
Dated: May 14, 2024	By:	/s/ Jeffrey S. Levin
		Jeffrey S. Levin Director and Chief Executive Officer (Principal Executive Officer)

Dated: May 14, 2024	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)