Priority Income Fund (PRIF-PJ) SC TO-I Issuer tender offer statement

EX-FILING FEES

Calculation of Filing Fee Table

Schedule TO

(Form Type)

Priority Income Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Value

	Transaction Valuation	Fee Rate	Amount of Filing Fee
Fees to be paid	$14,859,571.88(1)	$147.60	$2,193.27(2)
Fees Previously Paid	N/A		—
Total Transaction Valuation	$14,859,571.88
Total Fees Due for Filing			$2,193.27
Total Fees Previously Paid			—
Total Fee Offsets			—
Net Fee Due			$2,193.27

(1) On June 21, 2024, the Registrant offered to purchase up to 1,347,196 shares of its common stock at a price equal to the net asset value per share as of July 31, 2024. For purposes of estimating the transaction valuation, we utilized the net asset value per share of $11.03 as of May 31, 2024.

(2) Calculated as 100% of the Transaction Valuation.