North Haven Private Income Fund (PIF) SC TO-I Issuer tender offer statement

Exhibit b

EX—FILING FEES 

Calculation of Filing Fee Tables

Schedule TO

(Form Type)

North Haven Private Income Fund LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

	Transaction Valuation			Fee rate			Amount of Filing Fee
Fees to Be Paid	$	63,269,192	(1)		0.01102	%	$	6,972.26	(2)
Fees Previously Paid								-
Total Transaction Valuation	$	63,269,192
Total Fees Due for Filing							$	6,972.26
Total Fees Previously Paid								-
Total Fee Offsets							$	4,115.02	(3)
Net Fee Due							$	2,857.24

⁽¹⁾ Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 3,405,231 Class S Units of North Haven Private Income Fund LLC at a price equal to $18.58 per unit, which represents the Company’s net asset value as of December 31, 2022.

⁽²⁾ Calculated at $110.20 per $1,000,000 of the transaction value. 

⁽³⁾  An aggregate fee of $4,714.22 was paid with the filing of the Schedule TO-I by North Haven Private Income Fund LLC (File No. 005-93652) on November 10, 2022 (the “Prior Schedule TO-I”). The Prior Schedule TO-I also included a fee offset of $1,629.91 pursuant to Rule 0-11(a)(2) under the Exchange Act. The final transaction fee due pursuant to the final amendment to the Prior Schedule TO-I filed on, February 2, 2023 was $2,229.11. Pursuant to Rule 0-11(a)(2) under the Exchange Act, the remaining $4,115.02 of the filing fee paid in connection with the Prior Schedule TO-I is being used to partially offset the filing fee in connection with this SC TO-I and reduces the amount of fees currently due to $2,857.24.

Table 2 – Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed			Fee Paid with Fee Offset Source
Fee Offset Claims		SC TO-I	005-93652	November 10, 2022		$	4,115.02
Fee Offset Sources	North Haven Private Income Fund LLC	SC TO-I	005-93652		November 10, 2022			$	4,115.02