SecProbe.io

CORRESP
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filename1.htm

1900 K Street, NW
 Washington, DC 20006-1110
 +1 202 261 3300 Main
 +1 202 261 3333 Fax
 www.dechert.com

Matthew J. Carter

matthew.carter@dechert.com
 +1 202 261 3395 Direct
 +1 202 261 3333 Fax

September 1, 2023

Via Email

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington DC 20549

Attn: Ms. Kimberly A. Browning

Re: North Haven Private Income Fund A LLC

Registration Statement on Form 10

File No. 000-56571

Dear Ms. Browning:

On behalf of North Haven Private Income Fund A
LLC (the “Company”), this letter responds to comments issued by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter dated August 14, 2023 relating to the Company’s
registration statement on Form 10 that was filed with the SEC on July 13, 2023 (the “Registration Statement”).

For your convenience, the Staff’s comments
are included in this letter, and each comment is followed by the responses of the Company. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the registration statement on Form 10 filed by the Company on the date
hereof (such registration statement being referred to herein as the “Amended Registration Statement”).

REGISTRATION STATEMENT

 1. Comment: 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).

Response:
The Company has revised the disclosure accordingly.

    September 1, 2023

    Page 2

2. Comment: 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 effectiveness of your election to be regulated as a BDC.

Response:
The Company confirms that all formation transactions that would not be permissible for a BDC under the 1940 Act were consummated prior
to the effectiveness of its election to be regulated as a BDC.

3. Comment: 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).

Response: The
Company respectfully submits that the term “private” in the Company’s name refers to the Company’s
expectation to conduct a continuous private offering of its securities in reliance on certain exemptions from the registration
requirements of the Securities Act with its units not listed for trading on a stock exchange or other securities market rather than
a name suggesting an investment in certain investments within the meaning of Rule 35d-1 of the 1940 Act. As disclosed on pages
1 and 4 in the Amended Registration Statement, the Company has no current intention of pursuing a listing of its Class I Units
on a national securities exchange and thus expects to remain a private company indefinitely. The Company supplementally notes that
its investment strategy, as described on pages 7-9 of the Amended Registration Statement under the heading “Investment
Strategy,” is implemented in compliance with the statutory requirements of the 1940 Act applicable to business development
companies, including the requirement that it may not acquire any asset other than a qualifying asset, unless, at the time the
acquisition is made, qualifying assets represent at least 70% of the Company’s total assets, where qualifying assets generally
consist of eligible portfolio companies, which are generally companies whose securities are not listed on a national securities
exchange and would generally be described as private investments. The Company respectfully submits that it is not customary or
appropriate to suggest that the Company would apply a different investment strategy than that required by the statute.

Page 1 – Explanatory Note

4. Comment: 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.

    September 1, 2023

    Page 3

Response:
The Company has reviewed the disclosure to confirm that terms are defined at their place of first origin. The Company acknowledges the
Staff’s request to include disclosure from the tenth paragraph of “Item 1. Business” in the explanatory note and respectfully
declines to make the requested revision; however, the Amended Registration Statement has been revised in a manner that is responsive to
the request made by the Staff. The Company supplementally notes that it has removed references to multiple classes of common units as
the Company does not have any intention to seek exemptive relief to permit the Company to issue multiple classes of common units and would
not be able to do so absent such relief.

5. Comment: 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.

Response:
The Company respectfully submits that the text of the fifth paragraph, in the fifth bullet, in the Registration Statement matches language
requested by the Staff for inclusion in Form 10 registration statement filings made by other BDCs that are also advised by the Adviser.1
However, the Company has revised the disclosure accordingly. The Company submits that the Registration Statement already discloses that distributions funded from offering proceeds or borrowings,
which may constitute a return of capital, would reduce the Company’s capital available for investments.

Pages 2-3-Forward-Looking Statements

6. Comment: 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.

1 See Letter, dated November 17, 2021, from Christopher
R. Bellacicco, Attorney-Adviser to Thomas J. Friedmann, Re: T Series Middle Market Loan Fund LLC, File No. 000-56357 and Letter, dated
November 5, 2020, from Lisa N. Larkin, Senior Counsel, to William J. Bielefeld, Re: SL Investment Corp., Registration Statement on Form
10, File No. 000-56211.

    September 1, 2023

    Page 4

Response:
The Company has revised the disclosure accordingly.

Page 4 - Item 1. Business

7. Comment: Please disclose the “alternative reference rates” mentioned in the
fourth paragraph in the first sentence.

Response:
The Company has revised the disclosure to delete the reference to alternative reference rates and supplementally advises the Staff that
substantially all of the floating investments held by the Company are determined on the basis of SOFR as the benchmark rate.

Page 7 - The Administrator

8. Comment: 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.

Response:
The Company respectfully submits that the terms of the reimbursement arrangement are included in Section 4(a) of the Administration
Agreement filed as Exhibit 10.2 in Item 15. The Company respectfully submits that the disclosure already describes all material aspects
of the reimbursement arrangement between the Administrator and the Company, specifically that the Company has no employees and therefore
the Administrator provides services necessary to conduct the Company’s business. The Company respectfully submits that this type
of reimbursement arrangement is commonly used by externally managed BDCs and understood by investors in BDCs and that further disclosure
is not necessary and may create confusion among investors who are accustomed to disclosure consistent with that in the Registration Statement.
As requested, the Company has added disclosure confirming that expenses reimbursed to the Administrator are ultimately borne by the Company’s
unitholders.

    September 1, 2023

    Page 5

Page 7 - Expense Support and Conditional
Reimbursement Agreement

9. Comment: 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).

Response:
The Company has revised the disclosure accordingly.

10. Comment: 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.

Response:
The Company respectfully submits that the disclosure describing the Expense Support Agreement fully describes all material terms of such
agreement as it notes that Expense Payments will not include reimbursement of interest expense and therefore could include reimbursement
of any other expenses incurred by the Company. The Company respectfully submits that the expenses to be incurred by the Company are fully
described in all material respects in the Registration Statement, including in “Item 2. Financial Information — Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Expenses.” 

Pages 7-9 - Investment Strategy

11. Comment: 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.

Response:
The Company confirms that it may invest in covenant-lite loans, but the Company respectfully submits that it does not believe that covenant-lite
loans are a separate category of investments that should be described in the disclosure enumerating the different types of debt investments
the Company makes. The Company considers the existence or absence of covenants as a feature to be evaluated along with other factors that
the Company considers when evaluating debt investments. The Company respectfully submits that any so-called “covenant-lite loans”
that the Company acquires would not be expected to comprise a material percentage of the Company’s investments and that additional
risk disclosure regarding “covenant-lite loans” would be potentially confusing to investors as it would overstate the significance
of such risks.

    September 1, 2023

    Page 6

12. Comment: 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.

Response:
The Company respectfully submits that the Registration Statement discloses that the Company intends to operate under the limited derivatives
user exemption of Rule 18f-4 of the 1940 Act and respectfully submits that the risks associated with the Company’s use of derivatives
are adequately described in the Registration Statement.

13. Comment: 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.

Response:
The Company respectfully submits that any investments in emerging market companies that the Company acquires, to the limited extent consistent
with the limitations on BDCs imposed by the 1940 Act, would not be expected to comprise a material percentage of the Company’s investments
and that additional risk disclosure regarding investments in emerging market companies is not appropriate and would be potentially confusing
to investors as it would overstate the significance of such risks.

14. Comment: 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 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.

    September 1, 2023

    Page 7

Response:
The Company respectfully submits that the current disclosure fully and accurately describes its investment process including with respect
to the industries in which it typically avoids direct investments and its consideration of environmental, social and governance (“ESG”)
issues. The Company respectfully submits that the disclosure cited by the Staff on page 8 regarding the sectors that the Company
typically avoids direct exposure to is not related to the Company’s consideration of ESG factors, which ESG