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August 14, 2023  VIA E-mail  Matthew J. Carter Dechert LLP
1900 K Street, NW
Washington DC 20006-1110 matthew.carter@dechert.com   Re: North Haven Private Income Fund A LLC   Registration Statement on Form 10
  File No. 000-56571  Dear Mr. Carter:   On July 13, 2023, you filed a registration statement on Form 10 on behalf of the North
Haven Private Income Fund A LLC (the “Company”).  We have reviewed the registration
statement and have provided our comments below. Where a comment is made in one location, it
is applicable to all similar disclosure appearing elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration
statement.

Please respond to this letter within ten (10) business days by either amending the filing,
providing the requested information, or advising us when you will provide the requested information.  We may have additional comments after reviewing your responses to the following comments, or any amendment to the filing.   We note that the Company is voluntarily registering units of its common stock under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  Please note that a filing on Form 10 goes effective automatically by lapse of time 60 days after the original filing date, pursuant to Exchange Act Section 12(g)(1).  If our comments are not satisfactorily addressed within this 60-day time period, you should consider withdrawing the Company’s Form 10 prior to its effectiveness, and re-filing a revised Form 10 that includes changes responsive to our comments.  If the Company chooses not to withdraw its Form 10 registration statement, it will be subject to the reporting requirements of Exch ange Act Section 13(a).  Additionally, we will
continue to review the filing until all of our comments have been satisfactorily addressed.

Matthew J. Carter
August 14, 2023
Page 2 of 15

  Page 2 of 15  REGISTRATION STATEMENT

1.  Please update the applicable disclosure throughout the registration statement.  For example, information in several locations is provided as of March 31, 2023 ( e.g., disclosure on page 11
under “Attractive Attributes of Middle Market Direct Lending” states, “[a]s of March 31, 2023, 3-month SOFR, . . has increased to 5%.”  Please update as of a more current date, if possible).   2.  Please confirm that all formation transactions that would not be permissible for a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) were consummated prior to the effectiven ess of your election to be regulated as a BDC.
 3.  The Company’s name is “North Haven Private Income Fund A LLC.” “Private” suggests a type of investment and, therefore, implicates Rule 35d-1 under the 1940 Act.  Accordingly, please add an 80% policy to invest in private companies and state that the Company will provide unitholders with at least 60 days’ notice if the Company changes such 80% policy (or state that the 80% policy is fundamental).  Page 1 – Explanatory Note
 4.  Please define terms at their place of first origin ( e.g., the term "Units” appears in this section,
but is not defined).  Relatedly, the staff notes in the "Item 1. Business" section, the tenth paragraph states, "[w]e initially are offering one class of our common units, designated as Class I Units (the 'Class I Units' or the 'Units')."  Please add this disclosure to the “Explanatory Note”
section.  5.  In the fifth paragraph, in the fifth bullet, explain that a return of capital is a return of a portion of a unitholder’s original investment in the Company.  Also, when return of capital is first used in the registration statement, explain the:  (i) amount of capital the Company has for investment may be reduced when distributions are funded from amounts of offering proceeds, borrowings, or a return of capital; and (ii) impact of fees and expenses, including the future repayment of
waived fees and reimbursed expenses, on distributions.

Pages 2-3-Forward-Looking Statements

6.  The last paragraph discloses, "[y]ou should not place undue reliance on these forward-looking statements, which apply only as of the date of this Registration Statement.  Moreover, we assume no duty and do not undertake to update the forward-looking statements."  Also, disclose that the forward-looking statements contained in the registration statement are excluded from the safe-harbor protection provided by Section 27A of the Securities Act of 1933 (“Securities Act”) and that forward-looking statements contained in the Company’s periodic reports are also excluded from the safe-harbor protection provided by Section 21E of the Exchange Act.   Page 4 - Item 1.  Business
 7.  Please disclose the "alternative reference ra tes" mentioned in the fourth paragraph in the first
sentence.

Matthew J. Carter
August 14, 2023
Page 3 of 15

  Page 3 of 15  Page 7 - The Administrator

8.  Disclosure indicates the Administrator is reimbursed for certain expenses it incurs on behalf of the Company and the "Administrator reserves the right to waive all or part of any reimbursements due from the Company at its sole discretion."  Please expand the disclosure to explain in an appropriate location the details of this reimbursement arrangement.  Also, prominently disclose ( e.g., in bold) the impact of any such reimbursement on common
unitholders ( i.e., common unitholders, ultimately, will bear those costs).  Confirm that the terms
of this reimbursement arrangement between the Company and the Administrator are included in the copy of Administrative Agreement filed as Exhibit 10.2 in Item 15.  Page 7 - Expense Support and Conditional Reimbursement Agreement

9.  Disclosure states the Company has entered into an “Expense Support and Conditional
Reimbursement Agreement (the ‘Expense Support Agreement’) with the Adviser” and includes a
cross reference to “a discussion of the Expense Support Agreement” in Item 2.  Please
prominently disclose ( e.g., in bold) the impact of any reimbursement under the Expense Support
Agreement on common unitholders and provide an example ( i.e., common unitholders,
ultimately, will bear those costs).
10.  We note the disclosure describing the Expense Support Agreement in Item 2 is materially
deficient at it fails to describe all the Agreement’ s terms as specified in the Investment Advisory
Agreement filed as Exhibit 10.2 in Item 15 ( e.g., what the adviser may waive or defer).  Please
disclose in the registration statement all material terms of the Expense Support Agreement.
 Pages 7-9 - Investment Strategy
 11.  Please confirm whether the Company may invest in covenant-lite loans for purposes of its principal strategies. If so, please revise the principal strategy and risk disclosures accordingly.
12.  The disclosure is unclear concerning the Company’s use of derivatives.  If the Company will
use derivatives for its principal strategy, please revise the principal strategy and risk sections accordingly.
 13.  In the third paragraph, disclosure states the Company may invest in foreign companies.  If the Company also may invest principally in emerging market companies, please add corresponding strategy and risk disclosures.   14.  Third paragraph, last sentence:  please add context to the disclosure stating, “we typically avoid direct exposure to investments in certain sectors such as retail, restaurants, energy, alcohol, tobacco, and pornography.”  Disclosure on page 12 indicates the Adviser’s “Investment Team” makes certain ESG considerations “as part of its due diligence process.”  Also, disclosure on page 13 indicates the “Investment Committee” conducts an “ESG review” based on information generated by the Investment Team. Clarify in the disclosure the nexus, if any, between this disclosure on page 8 and the respective ESG policies described on pages 12-13.  For example, if the disclosure on page 8 constitutes examples of

Matthew J. Carter
August 14, 2023
Page 4 of 15

  Page 4 of 15  ESG criteria that the “Investment Team” uses as part of its ESG considerations, state as
much in plain English.
(a) Please disclose the Company’s definition of ESG.

(b) Page 8 discloses the Company “typically avoid[s]” certain sectors and lists various
examples ( e.g., alcohol and tobacco).  However, page 12 states the “identification
of a material ESG risk will not necessarily be determinative in our Adviser’s decision to lend to a potential borrower.”  Please make clear, if accurate, that an investment could be made in a company that scores poorly on ESG if it scores strongly on other non-ESG factors that are considered, including companies in the sectors noted on page 8.
 Page 15 - Allocation of Investment Opportunities and . . . Co-Investment Opportunities
  15.  Has the Company, the Investment Adviser, or any of the Company's affiliates granted, or does the Company, the Investment Adviser, or any of the Company's affiliates intend to grant, preferential rights or terms with respect to the Company, its units, its investments, and/or its activities to certain investors that are not available to other investors, via side letter or otherwise?  Based on your response, we may have additional comments.  Page 17-Private Offering of Units
 16.  Please define the term "capital contribution" and summarize the terms and conditions applicable for such contributions pursuant to the Company’s “Subscription Agreement.”  If accurate, please confirm to the staff that an investor may purchase the Company's common units only through a capital contribution.  If capital commitments also may be used, please add attendant strategy and risk disclosures.    17.  Under “Purchase Price and Fees” on page 17, in the first paragraph, text states the purchase
price for our Units in the initial closing of the Private Offering will be $20.00 per Unit.”
Please explain how the Company’s capital contribution policy applies to this initial price of “$20.00 dollars per Unit” and to any sales of units after the initial closing.  Is there an initial payment component to purchasing a unit and an obligation to make a future capital contribution (e.g., pursuant to drawdown notifications)?  Disclose the Company’s related drawdown policies,
if any, for capital contributions.     18.  Please disclose the respective minimum capital contribution amount the Company imposes on an investor.  The “Subscription Agreement” (Exhibit 10.7) states “[s]ubscribers will be required to make a minimum capital contribution of $10,000; provided, that the Company reserves the right to accept capital contributions in lower amounts or decline to accept particular capital contributions, in whole or in part, in its sole discretion.”  Please add this disclosure to the registration statement.  Relatedly, as the Subscription Agreement indicates the $10,000 amount is “required,” please revise text on page 29 in “Value Determinations in Connection with the Continuing Offering,” first paragraph, stating the initial $10,000 minimum is “permitted,” to state that it is required.

Matthew J. Carter
August 14, 2023
Page 5 of 15

  Page 5 of 15  19.  In “Item 1A. Risk Factors” please add a capital contributions risk paragraph and confirm
disclosure therein prominently describes, using bold or italicized font:  (1) the adverse consequences of investors who default on their obligations to make a capital contributions; and (2) if applicable, the risks of drawdowns ( e.g., an investor will be required to make capital
contributions to purchase units of common units each time the Company delivers a drawdown notice, including potential, if applicable, catch-up purchases).  Page 17 - Purchase Price and Fees

20.  First paragraph, third sentence:  please clarify the text stating, “[i] n connection with the
monthly closings, we expect that our Board of Directors will delegate to the Adviser the authority to conduct such closings.”  Is this this text meant to indicate that the Adviser will perform fair valuing functions for the Company pursuant to Rule 2(a)(5) under the Investment Company Act?  Page 18 – Minimum Offering Requirement

21.  We note that under this heading of “Minimum Offering Requirement,” no minimum offering requirement is disclosed.  We note the first paragraph, second sentence, includes a figure of $25 million.  We also note the “Warehouse Transaction” section on page 20 states, the Company’s “obligation to purchase such investments is conditional upon satisfying certain conditions, namely (1) the earlier of (a) July 17, 2023, so long as the Company has received aggregate subscriptions of $25 million or greater, or (b) the receipt of aggregate subscriptions of $75 million or greater, and (2) the Board of Directors’ approval of the Company’s acceptance of such capital subscriptions.”  Please clarify any minimum offering requirement of the Company and the status of meeting that requirement.  See Instruction 5 to
Item 1.g. of Form N-2.  22.  Disclosure on page 47 under the heading "[w]e are a new company with no operating history" states the Company "commenced operations shortly after [its] election to be regulated as
a BDC," while disclosure under this “Minimum Offering Requirement” secti on, in the first
paragraph in the first sentence, seems to indicate the Company has not commenced operations.  Please clarify.  23.  Please disclose the Company’s procedures for holding any purchase order/subscription payments it receives/will receive? from investors.  We note the registration statement includes no disclosure regarding any respective escrow period/escrow account and that the “Subscription Agreement” filed as Exhibit 10.7 to Item 15 is silent re any such escrow account.  Please add attendant disclosure concerning any arrangements for escrowing proceeds and ensure the disclosure explains the conditions for release of the investors’ funds held in escrow and the
manner in which the monies in such account will be distributed if such conditions are not satisfied, including how accrued interest, if any, will be distributed to investors.  See Instruction
5 to Item 1.g. of Form N-2.
(a)  Disclose when the Company will break escrow (upon the termination of the initial
offering period, or any monthly closing thereafter?).  Also, identify the escrow agent

Matthew J. Carter
August 14, 2023
Page 6 of 15

  Page 6 of 15  and file any contract or agreement with such agent as an exhibit to the registration
statement).

(b) Disclose what will occur with respect to any fees or expenses if the Company returns
funds from the escrow account to investors.  Clarify, if accurate, that no fees will be earned and no expenses will be incurred by unitholders prior to meeting the minimum offering requirement, including that any offering expenses incurred by the Adviser are not subject to reimbursement unless the minimum offering requirement is met.

24.  The first paragraph, second sentence states the Company’s “Board of Directors may elect to wait a substantial amount of time before authorizing, or may elect not to authorize, the initial closing of the Private Offering.”  Please define "substantial amount of time."
25.  Please disclose the "minimum investor requirement" referred to in the first sentence in the
first paragraph.  26.  Please consider providing brief disclosure regarding the minimum investor requirement, minimum offering requirement, and the escrow arrangement on the cover page.  Pages 18-20 – Unit Repurchase Program

27.  In the sixth paragraph, last sentence, please revise “will not pay a fee” to “will pay neither a direct nor indirect fee to us . . ..”
28.  Seventh paragraph, last sentence:  while the Company indicates it, “intend[s] to conduct . .
.  repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the
Exchange Act and the 1940 Act,” we note the current disclosure does not reflect
this.  Accordingly, please revise the disclosure to explain in concise and specific detail the