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| 2 Important Disclosures The information outlined in this presentation (the “Presentation”) is presented for discussion purposes only and may not be relied on in any manner as, legal, tax, investment, accounting or other advice or as an offer to sell or a solicitation of an offer to buy an interest in North Haven Private Income Fund LLC (“PIF”, the “Fund” or the “Company”) or any investment fund sponsored by Morgan Stanley. By accepting this Presentation, the recipient agrees that it will, and will cause its representatives and advisors to, use the information contained herein only to evaluate its potential interest in the Company and its Class S Common Units of the Company (“Class S Units”) and for no other purpose and agrees to return this Presentation upon request. The information contained in this Presentation and the Memorandum (as defined below) must be kept strictly confidential and may not be reproduced (in whole or in part), disclosed or redistributed in any format without the express written approval of MS Capital Partners Adviser, Inc. (the “Adviser” and together with its affiliates “Morgan Stanley” or the “Firm”). All information in this Presentation is as of March 31, 2024 unless stated otherwise, is subject to change, and will not be updated or otherwise revised to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy Class S Units. An offer may be made only through a confidential private placement memorandum of the Company (as supplemented and including any documents incorporated by reference therein, the “Memorandum”) and the Company’s constituent documents (together with the Memorandum, the “Offering Materials”). An investment in the Company involves significant risks and potential conflicts of interests. The information is qualified in its entirety by reference to the Offering Materials which contain information about the investment objectives, terms and conditions of an investment in the Company and also contain certain tax information, conflicts of interest and risk disclosures that are important to any investment decision regarding the Company. No person has been authorized to make any statement concerning the Company other than as set forth in the Offering Materials and any statements made that are not contained therein may not be relied upon. This Presentation is only being provided to prospective investors and “accredited investors” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended). The distribution of the Offering Materials in certain jurisdictions may be restricted by law. This Presentation is not a recommendation or commitment on the part of Morgan Stanley. The information in this Presentation is qualified in its entirety by all of the information set forth in the Memorandum, including without limitation, all of the cautionary statements set forth in the Memorandum and in the "risk factors" and “potential conflicts of interest” disclosed in the Memorandum and the documents incorporated by reference therein. Any securities, if offered, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any non-U.S. securities law, and will be offered and sold for investment only to qualified recipients of the Memorandum (i) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made and (ii) outside of the United States in accordance with Regulation S of the Securities Act. Any such securities may not be transferred or resold except as permitted under the Securities Act and applicable state or non-U.S. securities laws, pursuant to registration or exemption therefrom. Accordingly, investors should be aware that they will be required to bear the financial risks of an investment in any securities, if offered, for an indefinite period of time. This Presentation may include hypothetical performance Such performance information is hypothetical and inherently uncertain in nature and does not reflect the actual experience of any particular investor Hypothetical performance is calculated based on a variety of assumptions, any or all of which may not materialize, and should be reviewed in conjunction with actual performance information presented herein In general, recipients should not place undue reliance on such performance figures given the hypothetical nature of such information There are risks and limitations associated with using such hypothetical performance in making investment decisions The Adviser can promptly provide recipients, upon request, with certain additional information regarding such risks and limitations. There are significant risk factors associated with an investment the Company. An investment in the Company will involve a high degree of risk due to, among other things, the nature of the Company's investments and actual and potential conflicts of interest. There can be no assurance that the Company will realize its rate of return objectives or return any investor capital. Investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of investment and the lack of liquidity) characteristic of investments in entities such as the Company. Certain significant risks associated with investing in the Company are described in “Certain Risk Factors and Potential Conflicts of Interest” later in this Presentation. Prior to making any investment decision with respect to the Company, prospective investors should read the Memorandum, including the documents incorporated by reference therein, and pay particular attention to the description of certain risk factors and potential conflicts of interest that are contained, or incorporated by reference, therein. Historical information is not indicative of future results, and the historical information in this Presentation should not be viewed as an indicator of any future performance that may be achieved as a result of implementing an investment strategy substantially identical or similar to that described in this Presentation. Statements are by their nature uncertain and such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Unless specified, any views reflected herein contained in this Presentation (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs, of the Company and/or Morgan Stanley. Forward-looking e subject to change at any time without notice. None of the Company or Morgan Stanley is under any obligation to update or keep current any of the information contained herein. Past investment environments may not be repeated, and the investment environment in which the Company operates may be different. Certain information contained in this Presentation constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “anticipates”, “believes”, “expects”, “intends”, “may,” “will,” “should,” “may,” “plan,” “continue,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects” and or “believes,” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Due to various risks and uncertainties, including those set forth in Section XI – “Risk Factors” of the Memorandum and in the Company’s filings with the Securities and Exchange Commission, actual events or results or the actual performance may differ materially from those reflected or contemplated in such forward-looking statements, including, without limitation, due to unexpected market movements, possible disruptions in the Company’s operations or the economy generally, including disruptions from changes in interest rates, legislative or regulatory developments, acts of God and other developments. For the avoidance of doubt, the Company is not a subsidiary of, or consolidated with, Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us beyond the aggregate capital commitment to purchase our units pursuant to a subscription agreement entered into by MS Credit Partners Holdings, Inc. Morgan Stanley has no history of financially supporting any of the other business development companies managed by our Adviser, even during periods of financial distress. Past performance is not indicative of future results. Trends and historical events do not imply, forecast or predict future trends or events. |