MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Agreement is made as of September 25, 2019 (this “Agreement”), between each business development company identified on Appendix A and each business development company which becomes a party to this Agreement in accordance with the terms hereof (each such business development company and each business development company made subject to this Agreement in accordance with Section 20.4 below shall hereinafter be referred to as a “Fund” and collectively, as the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
ADMINISTRATION AGREEMENTAdministration Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Agreement (“Agreement”) is made as of November 4, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Private Credit Administrative Services LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN NORTH HAVEN PRIVATE INCOME FUND LLC AND MS CAPITAL PARTNERS ADVISER INC.Investment Advisory Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Investment Advisory Agreement (this “Agreement”) is made as of November 4, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).
North Haven Private Income Fund LLCNorth Haven Private Income Fund LLC • January 21st, 2022 • Delaware
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FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGAN STANLEY PRIVATE INCOME FUND LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This FIRST AMENDMENT (the “Amendment”), dated as of November 3, 2021, to the First Amended and Restated Limited Liability Company Agreement of Morgan Stanley Private Income Fund LLC, dated as of October 26, 2021 (the “Existing Agreement”), of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into by MS Credit Partners Holdings Inc., a Delaware corporation, the sole member of the Company (the “Initial Member”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this [●] day of [●], 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company,” which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and [●] (the “Indemnitee”).
First Amended and Restated Limited Liability Company AgreementLiability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware
This First Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into as of October 26, 2021 by MS Credit Partners Holdings Inc., a Delaware corporation (the “Initial Member”), as its sole member.
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • New York
This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made this 30th day of November, 2021, by and between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”), effective as of the 4th day of November, 2021.
INVESTMENT SUB-ADVISORY AGREEMENT Between MS CAPITAL PARTNERS ADVISER, INC. and EATON VANCE MANAGEMENT for NORTH HAVEN PRIVATE INCOME FUND LLCInvestment Sub-Advisory Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Massachusetts
AGREEMENT made this as of 13th day of January, 2022, between MS Capital Partners Adviser, Inc., a Delaware corporation (the “Adviser”), and Eaton Vance Management, a Massachusetts business trust (the “Sub-Adviser”).
Attention: Fred Willshire State Street Alternative Investment Solutions Re: Master Custodian Agreement – New FundNorth Haven Private Income Fund LLC • January 21st, 2022
Reference is made to that certain Master Custodian Agreement by and between State Street Bank and Trust Company (the “Custodian”) and, initially, Morgan Stanley Direct Lending Fund, dated as of November 26, 2019, as may be amended, restated, modified or supplemented from time to time, (the “Custody Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Custody Agreement.
