U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF REGISTERED MANAGEMENT
INVESTMENT COMPANY

Investment Company Act File Number 811-23482

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KEYSTONE PRIVATE INCOME FUND
(Exact name of registrant as specified in charter)

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c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
(Address of Principal Executive Offices)

Ann Maurer
235 West Galena Street
Milwaukee, WI 53212
(Name and address of agent for service)

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Registrant’s Telephone Number, including Area Code: (414) 299-2217

Date of fiscal year end: September 30

Date of reporting period: March 31, 2024

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Report to Shareholders

(a)

KEYSTONE PRIVATE INCOME FUND

Semi-Annual Report

For the Six Months Ended March 31, 2024 (Unaudited)

Keystone Private Income Fund

Table of Contents

For the Period Ended March 31, 2024 (Unaudited)

Schedule of Investments		2-8
Summary of Investments		9
Statement of Assets and Liabilities		10-11
Statement of Operations		12
Statements of Changes in Net Assets		13-14
Statement of Cash Flows		15
Financial Highlights		16-23
Notes to Financial Statements		24-33
Other Information		34-35

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0%
		Corporate Finance — 24.3%
$	97,470,278	FilmRise Acquisitions, LLC1,2	15.00%	9/17/2025	7/1/2020	$	97,470,278	$	97,688,061
	13,835,417	FVP Funding I, LLC1,2,4	10.00 + 2.00% PIK	2/6/2027	2/7/2022		13,835,417		13,501,667
	24,653,553	FVP Funding II, LLC1,2,4	10.00 + 2.00% PIK	10/12/2027	10/12/2022		24,653,553		26,463,089
	13,800,000	Hall Labs, LLC1,2	14.50%	6/30/2024	8/11/2021		13,800,000		13,789,579
	8,069,566	iApartments, Inc.1,2,4	10.75 + 6.00% PIK	5/18/2030	5/18/2023		8,069,566		8,069,566
	6,280,846	Joshua Tree Holdings, LLC,1,2	12.00%	4/30/2024	5/5/2023		6,280,846		6,280,846
	25,629,443	Loop Inc.1,2,9	14.25%	6/14/2025	5/17/2022		25,629,443		20,609,428
	12,629,174	LRC Westbridge II Investco, LLC1,2,3	12.00%	11/23/2024	8/23/2023		12,629,174		12,628,516
	13,690,617	Metropolitan Partners Fund VII, LP1,2,3,4	13.00% PIK	10/1/2024	3/3/2023		13,690,617		13,721,814
	28,213,385	Metropolitan Partners Fund VII, LP – Oliphant1,2,3	12.50%	10/13/2024	7/6/2023		28,213,385		28,184,638
	11,448,540	Onward Partners, LLC1,2	15.00%	6/17/2026	6/18/2021		11,448,540		11,663,768
	25,000,000	SE1 Generation ABM Holdings, LLC1,2	12.00%	6/8/2024	6/8/2022		25,000,000		25,227,753
	10,000,000	Vantage Borrower SPV, LLC1,2	11.00%	4/30/2024	3/7/2022		10,000,000		10,000,000
	5,000,000	Way.com, Inc.1,2	12.00%	3/1/2025	3/1/2023		5,000,000		5,023,323
							295,720,819		292,852,048
		Equipment Leasing — 20.3%
	288,127	274 Construction Group, Inc.1,2	12.50%	10/1/2025	9/26/2023		288,127		288,127
	165,783	Amalgamated Energy Assets, LLC1,2	12.50%	3/1/2025	2/9/2023		165,783		165,783
	302,493	American Freight Express, Inc.1,2	12.50%	7/1/2025	3/10/2023		302,493		302,493
	910,695	Applied Machinery Rentals, LLC1,2	12.50%	4/1/2025	1/12/2023		910,695		910,695
	990,153	Arcade Silverado JV LLC1,2	12.50%	12/1/2025	5/9/2023		990,153		990,153
	106,169	ARX, Accurate RX Specialty Pharmacy Corp.1,2	12.50%	1/1/2025	6/3/2022		106,169		106,169
	927,952	ARX, Accurate RX Specialty Pharmacy Corp.1,2	12.50%	7/1/2025	12/9/2022		927,952		927,952
	410,751	Avensis Energy Services, LLC1,2	12.50%	3/31/2025	9/13/2022		410,751		410,751
	715,688	Avensis Energy Services, LLC1,2	12.50%	7/1/2026	12/4/2023		715,688		715,688
	861,983	Blew Bayou Services LLC1,2	14.50%	5/1/2025	10/28/2022		861,983		861,983
	1,316,207	Bohme, LLC1,2	14.50%	9/30/2024	9/28/2022		1,316,207		1,316,207
	1,284,076	Bohme, LLC1,2	14.50%	3/1/2025	2/17/2023		1,284,076		1,284,076
	2,417,387	Broadband Infrastructure, Inc.1,2	14.50%	10/1/2025	3/30/2023		2,417,387		2,417,387
	92,885	Carepoint Health Management Associates, LLC1,2	14.50%	1/1/2025	12/2/2020		92,885		92,885
	12,080,071	Carnaby FA, LLC1,2	42.50%9	11/1/2024	11/6/2023		12,080,071		12,080,071
	744,454	Carnaby Inventory I, LLC1,2	14.50%	8/31/2024	2/23/2022		744,454		744,454
	744,454	Carnaby Inventory I, LLC1,2	14.50%	8/31/2024	2/23/2022		744,454		744,454

See accompanying notes to financial statements.

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited) (continued)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0% (continued)
		Equipment Leasing — 20.3% (continued)
$	8,257,088	Carnaby Inventory IV, LLC1,2	12.00%	12/31/2024	6/30/2022	$	8,257,088	$	8,257,088
	6,707,267	Carnaby Inventory IV, LLC1,2	154.81%9	6/1/2024	12/15/2023		6,707,267		6,707,267
	5,000,000	Carnaby Inventory IV, LLC1,2	68.48%9	9/1/2024	2/15/2024		5,000,000		5,000,000
	25,000,000	Carnaby Inventory IV, LLC1,2	68.48%9	9/1/2024	2/15/2024		25,000,000		25,000,000
	96,594	Cashman Photo Enterprises of Nevada, Inc.1,2	12.50%	4/1/2026	9/5/2023		96,594		96,594
	105,184	Creating Technology Solutions1,2	12.50%	7/1/2025	5/26/2023		105,184		105,184
	415,838	Diesel Displays & Interiors, LLCs1,2	12.50%	1/1/2026	11/30/2023		415,838		415,838
	4,742,439	Falls Stamping & Welding Company1,2	14.00%	4/1/2027	9/29/2023		4,742,439		4,856,353
	165,713	Eagle Highwall Mining Systems, LLC1,2	12.50%	1/1/2026	2/5/2024		165,714		165,713
	54,511	Firstronic, LLC1,2	12.00%	9/30/2024	9/21/2021		54,511		54,511
	1,467,654	FPL Food LLC1,2	11.00%	2/1/2026	1/6/2022		1,467,654		1,467,654
	532,519	FPL Food LLC1,2	12.50%	4/1/2026	2/28/2024		532,519		532,519
	3,706,025	Future Legends, LLC1,2	14.50%	9/1/2025	2/27/2023		3,706,025		3,706,025
	3,207,429	Gregory Pharmaceutical Holdings, Inc.1,2	12.50%	2/1/2026	7/14/2023		3,207,429		3,207,429
	4,554,858	Information Technology Partners, Inc.1,2	14.50%	1/1/2026	12/15/2023		4,554,858		4,554,858
	545,010	Innotec, Corp.1,2	12.50%	7/1/2025	12/30/2022		545,010		545,010
	355,239	J Jets, Inc.1,2	12.50%	4/30/2025	4/8/2022		355,239		355,239
	4,266,259	Kent Distributors, Inc.1,2	14.50%	7/1/2027	3/14/2024		4,266,259		4,266,259
	312,168	Kinikini, LLC1,2	12.50%	4/1/2026	2/27/2024		312,168		312,168
	21,418	Kitchens Lumber Company LLC1,2	12.50%	4/18/2024	4/1/2022		21,418		21,418
	2,227,014	KVJ Properties, Inc.1,2	12.50%	8/31/2025	2/25/2022		2,227,014		2,227,014
	621,069	Lawson Construction Company1,2	12.50%	1/1/2026	11/2/2023		621,069		621,069
	645,699	LBF Enterprises dba Powermatic Associates, Inc.1,2	12.50%	7/1/2026	12/4/2023		645,699		645,699
	319,513	MC Test Service, Inc.1,2	12.00%	5/31/2024	5/3/2021		319,513		319,513
	8,524,045	MC Test Service, Inc.1,2	12.00%	2/1/2025	1/25/2022		8,524,045		8,524,045
	831,411	MC Test Service, Inc.1,2	12.50%	10/1/2026	12/8/2023		831,411		831,411
	874,820	Motus Excavation, LLC1,2	12.50%	4/1/2026	9/28/2023		874,820		874,820
	2,713,892	Navajo Transitional Energy Company, LLC1,2	9.50%	1/1/2026	12/9/2022		2,713,892		2,713,892
	238,442	Nodal Power, Inc.1,2	12.50%	7/1/2025	6/23/2023		238,442		238,442
	149,402	Nutritional Resources, Inc.1,2	12.50%	9/1/2026	3/1/2024		149,402		149,402
	674,265	NWC Services LLC	14.50%	11/1/2025	10/20/2022		674,265		674,265
	1,973,995	Onset Financial, Inc.1,2	14.50%	5/31/2026	12/11/2020		1,973,995		1,973,995

See accompanying notes to financial statements.

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited) (continued)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0% (continued)
		Equipment Leasing — 20.3% (continued)
$	10,000,000	Onset Financial, Inc.1,2,7	12.38% (SOFR + 7.75%)	3/31/2029	9/26/2022	$	10,000,000	$	10,000,000
	4,754,266	Onset Financial, Inc. Progress Funding Line1,2	14.00%	9/30/2025	10/4/2022		4,754,266		4,845,497
	122,156	Optisys, Inc.1,2	12.50%	10/1/2025	9/14/2023		122,156		122,156
	307,273	Petroleum Distribution Transportation, LLC1,2	12.50%	7/1/2025	9/27/2022		307,273		307,273
	92,097	Pierce Powerline Co., LLC1,2	12.50%	3/31/2025	9/16/2022		92,097		92,097
	1,617,324	Pierce Powerline Co., LLC1,2	12.50%	1/1/2026	8/3/2023		1,617,324		1,617,324
	190,336	RK Pharma Inc.1,2	14.50%	6/30/2024	2/2/2022		190,336		190,336
	1,085,363	RK Pharma Inc.1,2	14.50%	10/1/2025	3/9/2022		1,085,363		1,085,363
	369,930	RK Pharma Inc.1,2	14.50%	9/30/2024	9/1/2022		369,930		369,930
	62,012	Saint Jean Industries, Inc.1,2	14.50%	6/30/2024	12/30/2021		62,012		62,012
	116,217	Sajawi Corporation1,2	12.50%	10/1/2025	8/30/2023		116,217		116,217
	2,910,815	SandP Solutions, LLC DBA Bitcoin of America1,2	12.50%	7/31/2025	7/28/2022		2,910,815		2,910,815
	1,172,583	Savant Consultatants, LLC1,2	12.50%	5/1/2026	10/23/2023		1,172,583		1,172,583
	994,692	Southern Fabrication Works, LLC1,2	12.50%	3/1/2026	8/16/2023		994,692		994,692
	2,538,304	Steelman Aviation, Inc.1,2	12.00%	11/1/2024	10/13/2022		2,538,304		2,538,304
	393,952	Sun-Tech Leasing of Texas, L.P.1,2	12.00%	7/31/2024	8/25/2021		393,952		393,952
	1,591,079	Sun-Tech Leasing of Texas, L.P.1,2	12.00%	7/1/2026	11/15/2022		1,591,079		1,591,079
	6,946,265	Sustainable Green Team1,2	14.50%	2/28/2025	8/19/2022		6,946,265		6,946,265
	1,059,594	Transcontinental Energy Services LLC1,2	12.50%	1/1/2026	11/27/2023		1,059,594		1,059,594
	2,222,066	TrialAssure Inc.1,2	12.00%	9/30/2024	3/22/2022		2,222,066		2,222,066
	1,924,847	Trico Products Corporation1,2	12.50%	10/31/2024	4/22/2021		1,924,847		1,924,847
	2,585,944	Trico Products Corporation1,2	12.50%	10/31/2024	4/12/2021		2,585,944		2,585,944
	25,029,003	Trico Products Corporation1,2	12.50%	12/31/2025	6/30/2022		25,029,003		25,029,003
	3,812,877	Trico Products Corporation1,2	14.50%	12/1/2025	5/5/2023		3,812,877		3,812,877
	701,700	Trico Products Corporation1,2	12.50%	4/1/2026	6/27/2023		701,700		701,700
	2,609,320	Trico Products Corporation1,2	12.50%	10/1/2025	7/3/2023		2,609,320		2,609,320
	2,138,995	Trico Products Corporation1,2	14.50%	9/1/2026	2/29/2024		2,138,995		2,138,995
	669,493	Trucka Leasing, LLC1,2	12.50%	10/1/2025	3/6/2023		669,493		669,493
	11,443,774	United Auto Supply of Syracuse, West, Inc.1,2	12.00%	7/1/2026	6/30/2022		11,443,774		11,443,774
	8,118,210	United Auto Supply of Syracuse, West, Inc.1,2	12.00%	4/1/2027	6/30/2022		8,118,210		8,118,210
	493,189	US Transloco, LLC1,2	12.50%	1/1/2026	11/29/2023		493,189		493,189
	58,455	Vensure Employer Services, Inc.1,2	14.50%	5/1/2024	5/18/2021		58,455		58,455
	1,316,106	Vensure Employer Services, Inc.1,2	14.50%	7/31/2024	1/14/2022		1,316,106		1,316,106

See accompanying notes to financial statements.

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited) (continued)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0% (continued)
		Equipment Leasing — 20.3% (continued)
$	1,842,422	Vensure Employer Services, Inc.1,2	14.50%	11/13/2024	5/13/2022	$	1,842,422	$	1,842,422
	7,467,970	Vensure Employer Services, Inc.1,2	14.50%	12/31/2024	6/1/2022		7,467,970		7,467,970
	2,987,362	Vensure Employer Services, Inc.1,2	14.50%	5/1/2025	8/2/2022		2,987,362		2,987,362
	3,462,681	Vensure Employer Services, Inc.1,2	14.50%	8/1/2025	11/3/2022		3,462,681		3,462,681
	328,590	Vensure Employer Services, Inc.1,2	14.50%	7/1/2025	12/22/2022		328,590		328,590
	3,722,984	Vensure Employer Services, Inc.1,2	14.50%	9/1/2025	1/24/2023		3,722,984		3,722,984
	4,220,120	Vensure Employer Services, Inc.1,2	14.50%	2/1/2026	5/5/2023		4,220,120		4,220,120
	4,800,561	Vensure Employer Services, Inc.1,2	14.50%	4/1/2026	9/19/2023		4,800,561		4,800,561
	2,373,992	Vensure Employer Services, Inc.1,2	14.50%	2/1/2026	1/18/2024		2,373,992		2,373,992
							244,321,028		244,526,172
		Financial Assets — 14.8%
	9,311,890	CapitalPlus Construction Services, LLC1,2,8	12.00%	10/1/2023	9/2/2020		9,311,890		866,993
	2,469,892	CapitalPlus Supply Chain Partners, LLC1,2,8	12.00%	7/31/2024	8/31/2021		2,469,893		1,064,728
	47,017,639	Cocolalla, LLC1,2,4	14.00% PIK	3/27/2026	3/16/2023		47,017,639		46,888,355
	9,907,072	Coign CC Account SPV, LLC1,2,7	14.50% (Prime (capped at 6.00%) + 8.50%)	4/12/2024	10/12/2022		9,907,072		9,907,072
	12,146,667	Delos Investment Fund II, LP1,2	4.35% + 11.00% PIK	11/20/2026	11/22/2023		12,146,667		12,146,667
	11,205,433	ERC Advance Funding, LLC1,2,7	15.29% (SOFR + 10.00%)	4/15/2026	6/21/2023		11,205,433		11,205,433
	12,000,000	Kensington Private Equity Fund1,2,3,7	12.19% (SOFR + 7.00%)	3/28/2026	3/28/2023		12,000,000		11,978,477
	34,437,434	Lienstar LLC1,2,4,7	11.37% + 3.00% PIK (Prime + 6.00%)	3/13/2025	3/13/2023		34,437,434		34,437,434
	500,000	Multiply 1, LLC1,2	12.00%	1/10/2027	1/16/2024		500,000		500,000
	3,151,065	Propel Holdings, Inc.1,2	13.60%	6/8/2026	6/8/2023		3,151,065		3,151,065
	11,748,811	Simply Funding SPV, LLC1,2	13.00%	12/31/2024	6/23/2021		11,748,811		11,649,772
	324,456	Sprout Funding SPV II, LLC1,2,8	13.00%	2/23/2024	2/24/2021		324,456		324,456
	34,656,671	Viva Funding SPV, LLC1,2	13.00%	3/31/2026	12/23/2020		34,656,671		34,124,752
							188,877,031		178,245,204

See accompanying notes to financial statements.

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited) (continued)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0% (continued)
		Specialty Real Estate Finance — 42.6%
$	8,179,460	517 Grand Canyon, LLC1,2,4	10.50% PIK	10/17/2024	4/17/2023	$	8,179,460	$	8,179,460
	5,684,345	750 Main Street LP1,2,4	9.69% PIK	8/6/2024	5/9/2022		5,684,346		5,572,474
	435,719	8th Avenue Property Owners, LLC1,2,4	12.00% PIK	11/14/2025	8/14/2023		435,719		435,719
	6,243,981	AE Green Mountain, LLC1,2,4	10.45% PIK	8/30/2025	8/30/2023		6,243,981		6,440,832
	1,659,246	Ashton Oak Homes (Black Locust), LLC1,2,4,7	11.35% PIK (Prime + 3.00%)	3/23/2025	3/23/2023		1,659,246		1,659,246
	5,263,632	Atomic Orchard Experiment, LLC1,2,4	9.75% PIK	10/10/2024	11/10/2022		5,263,632		5,263,632
	3,380,185	BD RC Defuniak Springs, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		3,380,185		3,380,185
	86,667	BD RC Greenwood, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		86,667		86,667
	4,028,785	BD RC Jacksonville AL, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		4,028,785		4,028,785
	86,667	BD RC Jacksonville Normandy, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		86,667		86,667
	3,872,171	BD RC Meridianville AL, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		3,872,171		3,872,171
	4,139,842	BD RC Montgomery AL, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		4,139,842		4,139,842
	96,374	BD RC North Myrtle Beach, LP1,2,4	11.50% PIK	3/18/2025	9/28/2023		96,374		96,374
	1,457,735	BD RC Spartanburg, LP1,2	11.50% PIK	3/18/2025	10/24/2023		1,457,735		1,457,735
	138,953	BEP CO Springs Hospitality LLC1,2,4	11.95% PIK	11/24/2025	8/24/2023		138,953		138,953
	6,476,509	Bonneyview Redding, LLC1,2,4	8.00% PIK	7/28/2024	7/28/2023		6,476,509		6,413,333
	12,363,856	Capital Miller Pref NewCo, LLC,1,2,4	14.00% PIK	12/5/2027	12/5/2022		12,363,856		12,428,560
	8,820,187	Cartier Industrial Center LLC1,2,4	8.95% PIK	4/24/2024	5/25/2022		8,820,187		8,820,187
	10,943,588	CC Development LP Series I, LLC1,2,4	9.95% PIK	11/18/2024	11/18/2021		10,943,588		10,758,112
	2,700,601	CC Development LP Series III, LLC1,2,4	10.45% PIK	2/3/2025	2/2/2023		2,700,601		2,700,601
	194,407	CCWO8, LLC1,2,4	10.99% PIK	4/30/2025	8/23/2411		194,407		194,407
	1,127,506	Cedar Falls Partners, LLC1,2,4,10	11.00% PIK	3/21/2025	12/21/2023		1,127,506		1,127,506
	5,404,366	Chesapeake Pines VA, LLC1,2,4	12.50% PIK	1/19/2025	1/19/2022		5,404,366		5,314,969
	5,976,740	Cheyenne Industrial Partners, LLC,1,2,4	9.00% PIK	6/20/2024	12/19/2022		5,976,740		5,993,961
	2,943,902	Circolo Villas, LLC1,2	13.00%	6/30/2024	10/13/2021		2,943,902		2,943,902
	9,362,876	Corta Stevens Point, LLC1,2,4	9.00% PIK	10/12/2024	4/13/2023		9,362,876		9,362,876
	5,141,934	Dabney Road Industrial LLC1,2,4	10.50% PIK	3/20/2025	12/20/2023		5,141,934		5,141,934
	534,670	DZ Tech Community LLC1,2,4	10.50% PIK	10/25/2025	8/31/2023		534,670		534,670
	5,787,797	Endeavor Investments IX, LLC1,2,4	10.50% PIK	11/12/2025	9/15/2022		5,787,797		5,704,721
	4,086,825	Endeavor Investments VIII, LLC1,2,4	10.50% PIK	8/4/2025	2/4/2022		4,086,826		3,927,813
	5,507,513	Endeavor Investments X, LLC1,2,4	10.50% PIK	1/1/2027	12/15/2021		5,507,514		5,341,897
	1,230,229	Frito Lay – Pomfret1,2,4	9.50% PIK	10/3/2025	11/1/2023		1,230,229		1,230,229

See accompanying notes to financial statements.

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited) (continued)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0% (continued)
		Specialty Real Estate Finance — 42.6% (continued)
$	13,117,131	Frito Lay – Portfolio1,2,4	9.50% PIK	10/3/2025	10/4/2023	$	13,117,131	$	13,493,540
	4,821,385	Frontera West-Sonoma Dev, LLC1,2,4	11.29% PIK	4/19/2026	10/19/2023		4,821,385		4,821,385
	4,571,946	Fruition California Holdings LLC1,2,4	8.49% + 3.00% PIK	6/30/2024	12/30/2021		4,571,946		4,571,946
	1,763,529	Galaxy Management Company, LLC1,2,3,8	14.00%	11/10/2023	11/18/2020		1,763,529		1,763,529
	423,433	Gilroy Partners, LLC1,2,4	9.00% PIK	6/15/2024	12/15/2022		423,433		423,433
	1,924,333	HD Post Buffalo, LLC1,2,4	9.95% PIK	6/6/2024	12/7/2022		1,924,333		1,924,333
	10,135,047	Holmes Lane Development, LLC1,2,4	10.75% PIK	5/4/2025	8/4/2023		10,135,047		10,122,853
	101,493	HSM Hawley, LLC1,2,4	10.50% PIK	4/5/2026	1/10/2024		101,493		101,493
	10,221	JF Wonderblock Phase 2, LLC1,2,4,10	10.99% PIK	2/20/2028	12/20/2023		10,221		10,221
	6,906,803	Justus at Promenade Senior, LLC1,2	10.30% PIK	6/16/2025	3/15/2023		6,906,803		7,129,724
	5,579,769	Lex Apartments 102B, LLC1,2,4	9.95% PIK	9/9/2024	9/9/2022		5,579,769		5,125,309
	26,189,292	Lex Apartments, LLC1,2,4	10.50% PIK	9/30/2024	8/31/2022		26,189,292		26,189,292
	5,140,952	MAP Logistics Center Lot 33, LLC1,2	10.95%	6/17/2025	6/13/2022		5,140,952		5,363,726
	17,047,748	MC Oslo Aurora, LLC1,2,4	13.25% PIK	7/11/2025	7/11/2022		17,047,748		17,223,128
	13,117,459	MC Oslo Hermitage, LLC1,2,4	13.00% PIK	6/1/2025	5/19/2022		13,117,459		13,172,497
	11,266,649	MC Oslo SFM Two, LLC1,2,4	13.00% PIK	6/1/2025	5/19/2022		11,266,649		11,351,737
	8,450,913	MC Oslo SFQ, LLC1,2,4	13.25% PIK	7/11/2025	7/11/2022		8,450,913		8,393,217
	12,490,967	MC Rye Katy, LLC1,2,4	13.25% PIK	8/9/2025	8/10/2022		12,490,967		12,868,080
	10,391,103	MC Rye Northwest, LLC1,2,4	13.25% PIK	8/9/2025	8/9/2022		10,391,103		10,575,223
	12,512,797	MC Rye Westchase, LLC1,2,4	13.25% PIK	8/9/2025	8/9/2022		12,512,797		12,886,886
	106,537	Missoula Hotel Holdings, LLC1,2,4	12.00% PIK	8/31/2025	8/24/2023		106,548		106,548
	12,005,090	MLab International, LLC1,2,4	9.25% PIK	7/30/2024	7/22/2022		12,005,090		11,848,061
	2,685,699	MSP Retail II, LLC1,2	10.50%	8/1/2025	2/1/2024		2,685,699		2,685,699
	15,361,958	Nancy Jay Industrial Center, LLC1,2,4	12.95% PIK	6/3/2024	6/3/2022		15,361,958		15,804,774
	5,916,512	Odyssey Vortex LLC1,2,4	10.50% PIK	11/22/2024	8/22/2023		5,916,512		5,973,689
	6,539,439	Olympus Bluffs 4, LLC1,2,4	11.95% PIK	9/9/2025	9/9/2022		6,539,439		6,749,274
	5,868,574	Olympus Oaks 1, LLC1,2,4	12.50% PIK	7/14/2026	7/13/2023		5,868,574		5,855,916
	4,140,634	Olympus Oaks 2, LLC1,2,4	12.50% PIK	7/14/2026	7/13/2023		4,140,634		4,140,634
	6,135,042	Olympus Oaks 4, LLC1,2,4	12.50% PIK	7/13/2026	7/13/2023		6,135,042		6,102,266
	5,168,529	Olympus Oaks 5, LLC1,2,4	12.50% PIK	7/14/2026	7/13/2023		5,168,529		5,078,422
	2,021,711	Olympus Oaks 6, LLC1,2,4	12.50% PIK	2/16/2027	2/16/2024		2,021,711		2,021,711
	764,343	Olympus Oaks 7, LLC1,2,4	12.50% PIK	2/16/2027	2/16/2024		764,343		764,343
	1,094,916	Olympus Oaks 8, LLC1,2,4	12.50% PIK	2/16/2027	2/16/2024		1,094,916		1,094,916
	118,452	Olympus Oaks 9, LLC1,2,4	12.50% PIK	2/16/2027	2/16/2024		118,452		118,452
	4,924,551	Olympus Palms 1, LLC1,2,4	12.50% PIK	6/30/2025	7/1/2022		4,925,081		5,103,533
	2,561,512	Olympus Palms 3, LLC1,2,4	11.95% PIK	8/3/2025	8/3/2022		2,561,512		2,561,512
	8,082,125	Olympus Palms 4, LLC1,2	12.50%	10/4/2024	10/4/2022		8,082,125		8,143,714
	7,129,369	Olympus Palms 5, LLC1,2	12.50%	10/4/2024	10/4/2022		7,129,369		7,181,428
	6,755,000	Olympus Palms 6, LLC1,2	12.50%	10/4/2024	10/4/2022		6,755,000		6,760,694

See accompanying notes to financial statements.

Keystone Private Income Fund

Schedule of Investments

March 31, 2024 (Unaudited) (continued)

Principal Amount			Coupon Rate	Maturity Date	Original Acquisition Date	Cost		Fair Value
		Private Credit — 102.0% (continued)
		Specialty Real Estate Finance — 42.6% (continued)
$	5,818,470	Olympus Pines FF Wash, LLC1,2,4	6.25% + 6.25% PIK	7/15/2024	7/15/2021	$	5,818,470	$	5,853,451
	3,492,148	Pierce Street Holdings LLC1,2,4	9.75% PIK	11/1/2024	3/15/2022		3,492,148		3,492,148
	718,795	Richland LA Hotel Holdings, LLC1,2,4	12.00% PIK	8/31/2025	8/31/2023		718,834		718,834
	88,500	Romeria Pointe, LLC1,2,4	11.09% PIK	3/4/2026	3/4/2024		88,500		88,500
	2,607,770	Salinas Rossi Partners, LLC1,2	9.00% PIK	6/15/2024	12/15/2022		2,607,770		2,607,770
	4,837,911	San Antonio Partners, LLC1,2,4	9.00% PIK	6/15/2024	12/15/2022		4,837,911		4,837,911
	2,399,738	Smyrna Hotel Holdings, LLC1,2,4	12.00% PIK	7/20/2025	7/21/2023		2,399,737		2,399,737
	100,933	Syracuse Hotel Holdings, LLC1,2	12.00%	5/31/2026	2/2/2024		100,933		100,933
	3,082,229	VG Huntsville Storage, LLC1,2	11.50% PIK	8/7/2024	8/7/2023		3,082,229		3,082,229
	571,875	VG Pines Residential, LLC1,2,4	11.15% PIK	9/1/2026	3/1/2024		571,875		571,875
	16,344,113	Vivo Living Durham LLC1,2,4	9.50% PIK	10/14/2024	10/14/2022		16,344,113		16,551,337
	14,490,171	Vivo Living Raleigh 1 LLC1,2,4	9.50% PIK	11/18/2024	11/18/2022		14,490,171		14,620,684
	35,509,949	Vivo Portfolio1,2	11.49%	12/15/2025	12/15/2023		35,509,949		35,509,949
	2,906,871	West Jordan Hotel Holdings, LLC1,2,4	12.00% PIK	6/20/2025	6/20/2023		2,907,124		2,907,124
	19,328,615	Zoe Lakeview, LLC1,2	10.45% PIK	11/21/2024	11/22/2022		19,328,615		19,510,384
							508,999,154		511,238,424
		Total Private Credit					1,237,918,032		1,226,861,848
		Private Investment Funds — 0.9%
	N/A	Structural Keystone VL LLC – Series KS Manscaped1,2,5		12/24/2024	12/17/2021		11,377,749		11,377,749
		Total Private Investment Funds					11,377,749		11,377,749

	Shares
		Warrants — 0.0%
	73,274	Sovrn Holdings, Inc1,2,5					—		—
		Total Investments — 102.9%⁶				$	1,249,295,781	$	1,238,239,597
		Liabilities in excess of other assets — (2.9%)							(34,904,046	)
		Net Assets — 100%						$	1,203,335,551

1 Restricted security. The total value of these securities is $1,238,239,597, which represents 102.9% of total net assets of the Fund.

2 Level 3 securities fair valued under procedures established by the Board of Trustees. The total value of these securities is $1,238,239,597, which represents 102.9% of total net assets of the Fund.

3 This investment was made through a participation. See Note 2 to the financial statements.

4 Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any.

5 The single purpose investment fund’s strategy is to invest in only one isolated and preidentified secured credit investment with no discretion for any other additional investments beyond this single purpose holding for which the single purpose investment fund was formed. The single purpose investment fund shall continue until the one holding is realized in full. Given the single purpose nature of the investment holding, there is no redemption of any portion of the Fund’s investment prior to the realization in full of the underlying single investment.

6 Entire portfolio is pledged as collateral for line of credit.

7 Variable rate.

8 In default.

9 Rate shown is determined by internal rate of return calculation, and is not a true interest rate.

See accompanying notes to financial statements.

Keystone Private Income Fund

Summary of Investments

March 31, 2024 (Unaudited)

Security Type/Sector	Percent of Total Net Assets
Private Credit
Specialty Real Estate Finance	42.6	%
Corporate Finance	24.3	%
Equipment Leasing	20.3	%
Finance Assets	14.8	%
Total Private Credit	102.0	%
Private Investment Funds	0.9	%
Warrants	0.0	%
Total Investments	102.9	%
Liabilities in excess of other assets	(2.9	)%
Net Assets	100.0	%

See accompanying notes to financial statements.

Keystone Private Income Fund

Statement of Assets and Liabilities

March 31, 2024 (Unaudited)

Assets:
Investments, at value (cost $1,249,295,781)	$	1,238,239,597
Unearned upfront investment income		(16,890,946	)
Total Investments, at value, less unearned upfront investment income	$	1,221,348,651
Cash		21,077,827
Cash equivalents held in escrow for subscriptions received in advance		30,899,112
Interest receivable		18,722,117
Total Assets		1,292,047,707
Liabilities:
Payables
Proceeds from subscriptions received in advance		30,899,112
Payable for shares repurchased		24,647,431
Line of credit		1,400,000
Distributions payable		29,710,224
Management fee payable (Note 4)		1,535,494
Accounting and administration fees payable (Note 4)		119,826
Professional fees payable		112,546
Distribution and Servicing fee payable (Note 4)		88,791
Transfer agent fees payable		82,681
Trustee and officer fees payable		32,000
Other accrued expenses		84,051
Total Liabilities		88,712,156

Net Assets	$	1,203,335,551

Composition of Net Assets:
Paid-in capital	$	1,214,391,740
Total accumulated loss		(11,056,189	)
Net Assets	$	1,203,335,551

See accompanying notes to financial statements.

Keystone Private Income Fund

Statement of Assets and Liabilities

March 31, 2024 (Unaudited) (continued)

Net Assets Attributable to:
Class D Shares	$	32,912,629
Class Y Shares		160,099,847
Class I Shares		79,974,088
Class Z Shares		930,348,987
	$	1,203,335,551

Shares of Beneficial Interest Outstanding (Unlimited Number of Shares Authorized, par value of $0.001):
Class D Shares		328,968
Class Y Shares		1,597,863
Class I Shares		800,699
Class Z Shares		9,285,232
		12,012,762

Net Asset Value per Share:
Class D Shares1	$	100.05
Class Y Shares	$	100.20
Class I Shares	$	99.98
Class Z Shares	$	100.20

1 Class A and Class D shareholders may be charged a sales load up to a maximum of 3.50% on the amount they invest. As of March 31, 2024, there are currently no Class A Shares outstanding. See Note 6 to the financial statements.

See accompanying notes to financial statements.

Keystone Private Income Fund

Statement of Operations

For the Six Months Ended March 31, 2024 (Unaudited)

Investment Income:
Investment income	$	76,865,654
PIK Income		25,615,082
Total Investment Income		102,480,736

Expenses:
Incentive fees (Note 4)		12,140,509
Management fees (Note 4)		8,786,536
Interest expense on line of credit		1,256,326
Accounting and administration fees (Note 4)		398,967
Transfer agent fees		247,048
Professional fees		203,378
Distribution and Servicing fee (Class Y) (Note 4)		197,712
Distribution and Servicing fee (Class D) (Note 4)		141,755
Distribution and Servicing fee (Class I) (Note 4)		58,528
Investment expense		92,857
Other fees		56,860
Trustee and officer fees		51,000
Custody fees		23,852
CCO fees (Note 4)		20,903
Total Expenses		23,676,231
Net Investment Income		78,804,505

Net Change in Unrealized Depreciation on Investments		(4,193,116	)

Net Increase in Net Assets from Operations	$	74,611,389

See accompanying notes to financial statements.

Keystone Private Income Fund

Statements of Changes in Net Assets

	For the Six Months Ended March 31, 2024 (Unaudited)			For the Year Ended September 30, 2023
Net Increase in Net Assets from: Operations:
Net investment income	$	78,804,505		$	92,511,414
Net change in unrealized depreciation on investments		(4,193,116	)		(6,863,068	)
Net Increase in Net Assets Resulting from Operations		74,611,389			85,648,346

Distributions to Shareholders:
Distributions:
Class A1		—			(40,029	)
Class D		(2,018,180	)		(2,599,878	)
Class Y		(10,624,222	)		(14,004,749	)
Class I		(5,270,940	)		(6,088,385	)
Class Z		(60,891,168	)		(69,778,373	)
Net Decrease in Net Assets from Distributions to Shareholders		(78,804,510	)		(92,511,414	)

Capital Transactions:
Proceeds from shares sold:
Class A1		—			5,450,000
Class D		2,639,000			4,723,000
Class Y		39,135,841			95,128,369
Class I		9,863,000			35,012,000
Class Z		139,987,140			221,805,449
Reinvestment of distributions:
Class A1		—			1,480
Class D		463,768			547,734
Class Y		3,311,867			4,314,453
Class I		2,195,800			3,418,780
Class Z		14,434,371			12,967,070
Cost of shares repurchased:
Class D		—			(148,522	)
Class Y		(2,273,985	)		(6,743,187	)
Class I		(11,303,264	)		(3,904,995	)
Class Z		(28,548,653	)		(23,463,234	)
Exchanges
Class A1		—			(12,896,334	)
Class D		—			12,896,334
Class Y		(35,577,218	)		(53,300,812	)
Class I		469,588			21,964,410
Class Z		35,107,630			31,336,402
Net Increase in Net Assets from Capital Transactions		169,904,885			349,108,397

Total Net Increase in Net Assets		165,711,764			342,245,329

Net Assets
Beginning of period		1,037,623,787			695,378,458
End of period	$	1,203,335,551		$	1,037,623,787

See accompanying notes to financial statements.

Keystone Private Income Fund

Statements of Changes in Net Assets

(continued)

	For the Six Months Ended March 31, 2024 (Unaudited)		For the Year Ended September 30, 2023
Capital Share Transactions:
Shares sold:
Class A1	—		53,949
Class D	26,232		46,761
Class Y	389,021		940,974
Class I	98,310		347,509
Class Z	1,391,420		2,196,673
Shares issued in reinvestment of distributions:
Class A1	—		15
Class D	4,621		5,444
Class Y	32,943		42,804
Class I	21,895		34,055
Class Z	143,596		128,719
Shares redeemed:
Class D	—		(1,478	)
Class Y	(22,671	)	(66,847	)
Class I	(112,632	)	(38,966	)
Class Z	(284,280	)	(232,864	)
Exchanges
Class A1	—		(127,661	)
Class D	—		127,522
Class Y	(353,138	)	(527,336	)
Class I	4,358		218,322
Class Z	348,792		309,707
Net Increase in Capital Shares Outstanding	1,688,467		3,457,302

1 As of March 31, 2024, there are currently no Class A Shares outstanding.

See accompanying notes to financial statements.

Keystone Private Income Fund

Statement of Cash Flows

For the Six Months Ended March 31, 2024 (Unaudited)

Cash Flows from Operating Activities
Net increase in net assets from operations	$	74,611,389
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Net change in unrealized depreciation		4,193,116
Purchases of investments		(518,220,524	)
PIK interest income added to principal amount of investment		(25,615,082	)
Principal reductions received		414,936,472
(Increase)/Decrease in Assets:
Unearned upfront investment income		16,890,946
Interest receivable		(1,720,236	)
Increase/(Decrease) in Liabilities:
Investments payable		(35,986	)
Management fee payable		211,484
Incentive fees payable		(1,646,257	)
Interest expense payable on line of credit		(306,639	)
Professional fees payable		(96,557	)
Transfer agent fees payable		61,607
Accounting and administration fees payable		58,303
Distribution and Servicing fee payable		4,970
Trustee fees payable		10,500
Other accrued expenses		(35,893	)
Net Cash Used in Operating Activities		(36,698,386	)

Cash Flows from Financing Activities
Proceeds from subscriptions		191,624,981
Increase in payable for proceeds from subscriptions received in advance		(11,461,804	)
Proceeds from line of credit		369,836,429
Payments made on line of credit		(429,095,621	)
Distributions paid to shareholders, net of reinvestments and increase in distributions payable		(50,142,218	)
Payments for shares repurchased		(31,970,618	)
Net Cash Provided by Financing Activities		38,791,149

Net increase in cash and cash equivalents		2,092,763

Cash and cash equivalents at beginning of period1		49,884,176
Cash and cash equivalents at end of period2	$	51,976,939

1 Cash at beginning of period includes $42,360,916 of cash and cash equivalents held in escrow for subscriptions received in advance.

2 Cash at end of period includes $30,899,112 of cash and cash equivalents held in escrow for subscriptions received in advance.

Non-cash financing activities not included herein consist of $20,405,806 of reinvested dividends.

Interest payments on line of credit were $1,562,965.

Non-cash operating activities not included herein consist of $25,615,082 of PIK Interest.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class D Shares

Per share operating performance.
For a capital share outstanding throughout the year/period.

	For the Six Months Ended March 31, 2024 (Unaudited)			For the Year Ended September 30, 2023			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Period September 30, 2020* through September 30, 2020
Net Asset Value, beginning of year/period	$	100.38		$	101.13		$	101.13		$	100.00		$	100.00
Income from Investment Operations:
Net investment income1		6.43			9.68			9.96			9.08			—
Net realized and unrealized gain (loss) on investments2		(0.31	)		(0.76	)		0.13			(0.75	)		—
Total from investment operations		6.12			8.92			10.09			8.33			—

Distributions to investors:
From net investment income		(6.45	)		(9.67	)		(10.09	)		(7.20	)		—
Total distributions to investors		(6.45	)		(9.67	)		(10.09	)		(7.20	)		—

Net Asset Value, end of year/period	$	100.05		$	100.38		$	101.13		$	101.13		$	100.00

Total Return3		6.24	%11		9.22	%		10.44	%		8.57	%		0.00	%4

Ratios and Supplemental Data:
Net Assets, end of year/period (in thousands)	$	32,913		$	29,926		$	12,122		$	2,391		$	62

Net expenses		3.87	%5,12		4.53	%6		4.82	%7		4.36	%8		0.00	%4

Net investment income		13.85	%5,12		9.61	%6		9.85	%7		8.98	%8		0.00	%4

Senior Securities
Total Amount Outstanding exclusive of Treasury Securities
Borrowings-Revolving Loan Agreement (in thousands)9		1,400			60,659			64,926			29,433			5,000
Asset Coverage Per $1,000 of Borrowings
Borrowings-Revolving Loan Agreement9		860,525			18,106			11,710			12,037			14,265

Portfolio Turnover Rate10		35	%11		49	%		63	%		53	%		1	%4

* Commencement of offering of Class D shares.

1 Per share data is computed using the average shares method.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class D Shares (continued)

2 Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period.

3 Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges.

4 Class D Shares commencement occurred after income and expense were allocated as of September 30, 2020.

5 If distribution and servicing fees of 0.90%, incentive fees of 1.04%, line of credit expenses of 0.22%, and other transaction related expenses of 0.02% had been excluded, the expense ratios would have been decreased by 2.18%, and the income ratios inceased by 2.18%, for the six months ended March 31, 2024.

6 If distribution and servicing fees of 0.90%, incentive fees of 1.64%, line of credit expenses of 0.20%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 2.80%, and the income ratios increased by 2.80%, for the year ended September 30, 2023.

7 If distribution and servicing fees of 0.90%, incentive fees of 1.90%, line of credit expenses of 0.16%, and other transaction related expenses of 0.05% had been excluded, the expense ratios would have been decreased by 3.01%, and the income ratios increased by 3.01%, for the year ended September 30, 2022.

8 If distribution and servicing fees of 0.91%, incentive fees of 1.74%, line of credit expenses of 0.13%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 2.84%, and the income ratios inceased by 2.84%, for the year ended September 30, 2021.

9 As a result of the Fund having earmarked or segregated securities to collateralize the transactions or otherwise having covered the transactions, in accordance with releases and interpretive letters issued by the Securities and Exchange Commission (the “SEC”), the Fund does not treat its obligations under such transactions as senior securities representing indebtedness for purposes of the Investment Company Act.

10 Calculated at Fund level.

11 Not annualized.

12 Annualized, except for incentive fees.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class Y Shares

Per share operating performance.
For a capital share outstanding throughout the year/period.

	For the Six Months Ended March 31, 2024 (Unaudited)			For the Year Ended September 30, 2023			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Period July 1, 2020* through September 30, 2020
Net Asset Value, beginning of year/period	$	100.53		$	101.28		$	101.28		$	100.58		$	100.00
Income from Investment Operations:
Net investment income1		6.76			10.40			10.71			9.12			1.37
Net realized and unrealized gain (loss) on investments2		(0.31	)		(0.81	)		0.05			(0.16	)		0.60
Total from investment operations		6.45			9.59			10.76			8.96			1.97

Distributions to investors:
From net investment income		(6.78	)		(10.34	)		(10.76	)		(8.26	)		(1.39	)
Total distributions to investors		(6.78	)		(10.34	)		(10.76	)		(8.26	)		(1.39	)

Net Asset Value, end of year/period	$	100.20		$	100.53		$	101.28		$	101.28		$	100.58

Total Return3		6.59	%4		9.93	%		11.16	%		9.21	%		1.97	%4

Ratios and Supplemental Data:
Net Assets, end of year/period (in thousands)	$	160,100		$	155,996		$	117,699		$	70,988		$	20,726

Net expenses		3.24	%5,6		3.90	%7		4.18	%8		4.12	%9		3.43	%5,10

Net investment income		14.51	%5,6		10.31	%7		10.58	%8		9.00	%9		6.12	%5,10

Senior Securities
Total Amount Outstanding exclusive of Treasury Securities
Borrowings-Revolving Loan Agreement (in thousands)11		1,400			60,659			64,926			29,433			5,000
Asset Coverage Per $1,000 of Borrowings
Borrowings-Revolving Loan Agreement11		860,525			18,106			11,710			12,037			14,265

Portfolio Turnover Rate12		35	%4		49	%		63	%		53	%		1	%4

* Commencement of operations.

1 Per share data is computed using the average shares method.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class Y Shares (continued)

4 Not annualized.

5 Annualized, except for incentive fees.

6 If distribution and servicing fees of 0.25%, incentive fees of 1.05%, line of credit expenses of 0.22%, and other transaction related expenses of 0.02% had been excluded, the expense ratios would have been decreased by 1.54%, and the income ratios inceased by 1.54%, for the six months ended March 31, 2024.

7 If distribution and servicing fees of 0.25%, incentive fees of 1.65%, line of credit expenses of 0.20%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 2.16%, and the income ratios increased by 2.16%, for the year ended September 30, 2023.

8 If distribution and servicing fees of 0.25%, incentive fees of 1.92%, line of credit expenses of 0.16%, and other transaction related expenses of 0.05% had been excluded, the expense ratios would have been decreased by 2.38%, and the income ratios incrased by 2.38%, for the year ended September 30, 2022.

9 If distribution and servicing fees of 0.25%, incentive fees of 1.64%, line of credit expenses of 0.13%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 2.08%, and the income ratios increased by 2.08& for the year ended September 30, 2021.

10 If distribution and servicing fees of 0.14%, incentive fees of 0.25%, and line of credit expenses of 0.29% had been excluded, the expense ratios would have been decreased by 0.68%, and the income ratios increased by 0.68%, for the period ended September 30, 2020.

11 As a result of the Fund having earmarked or segregated securities to collateralize the transactions or otherwise having covered the transactions, in accordance with releases and interpretive letters issued by the Securities and Exchange Commission (the “SEC”), the Fund does not treat its obligations under such transactions as senior securities representing indebtedness for purposes of the Investment Company Act.

12 Calculated at Fund level.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class I Shares

Per share operating performance.
For a capital share outstanding throughout the year/period.

	For the Six Months Ended March 31, 2024 (Unaudited)			For the Year Ended September 30, 2023			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Period August 1, 2020* through September 30, 2020
Net Asset Value, beginning of year/period	$	100.21		$	100.96		$	100.96		$	100.76		$	100.53
Income from Investment Operations:
Net investment income1		6.94			10.52			10.90			9.52			1.67
Net realized and unrealized gain (loss) on investments2		(0.36	)		(0.86	)		(0.07	)		(0.55	)		(0.19	)
Total from investment operations		6.58			9.66			10.83			8.97			1.48

Distributions to investors:
From net investment income		(6.81	)		(10.41	)		(10.83	)		(8.77	)		(1.25	)
Total distributions to investors		(6.81	)		(10.41	)		(10.83	)		(8.77	)		(1.25	)

Net Asset Value, end of year/period	$	99.98		$	100.21		$	100.96		$	100.96		$	100.76

Total Return3		6.64	%4		10.03	%		11.27	%		9.24	%		1.47	%4

Ratios and Supplemental Data:
Net Assets, end of year/period (in thousands)	$	79,974		$	79,045		$	23,003		$	64,570		$	11,755

Net expenses		3.19	%5,6		3.83	%7		4.08	%8		3.84	%9		3.43	%5,10

Net investment income		14.91	%5,6		10.47	%7		10.80	%8		9.42	%9		11.35	%5,10

Senior Securities
Total Amount Outstanding exclusive of Treasury Securities
Borrowings-Revolving Loan Agreement (in thousands)11		1,400			60,659			64,926			29,433			5,000
Asset Coverage Per $1,000 of Borrowings
Borrowings-Revolving Loan Agreement11		860,525			18,106			11,710			12,037			14,265

Portfolio Turnover Rate12		35	%4		49	%		63	%		53	%		1	%4

* Commencement of offering of Class I shares.

1 Per share data is computed using the average shares method.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class I Shares (continued)

4 Not annualized.

5 Annualized, except for incentive fees.

6 If distribution and servicing fees of 0.15%, incentive fees of 1.07%, line of credit expenses of 0.22%, and other transaction related expenses of 0.02% had been excluded, the expense ratios would have been decreased by 1.46%, and the income ratios inceased by 1.46%, for the six months ended March 31, 2024.

7 If distribution and servicing fees of 0.15%, incentive fees of 1.68%, line of credit expenses of 0.21%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 2.10%, and the income ratios increased by 2.10%, for the year ended September 30, 2023.

8 If distribution and servicing fees of 0.15%, incentive fees of 1.94%, line of credit expenses of 0.16%, and other transaction related expenses of 0.05% had been excluded, the expense ratios would have been decreased by 2.30%, and the income ratios increased by 2.30%, for the year ended September 30, 2022.

9 If distribution and servicing fees of 0.15%, incentive fees of 1.69%, line of credit expenses of 0.13%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 2.03%, and the income ratios increased by 2.03%, for the year ended September 30, 2021.

10 If distribution and servicing fees of 0.15%, incentive fees of 0.30%, and line of credit expenses of 0.37% had been excluded, the expense ratios would have been decreased by 0.82%, and the income rations increased by 0.82%, for the period ended September 30, 2020.

12 Calculated at Fund level.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class Z Shares

Per share operating performance.
For a capital share outstanding throughout the year/period.

	For the Six Months Ended March 31, 2024 (Unaudited)			For the Year Ended September 30, 2023			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Period August 1, 2020* through September 30, 2020
Net Asset Value, beginning of year/period	$	100.53		$	101.28		$	101.28		$	100.56		$	100.53
Income from Investment Operations:
Net investment income1		6.91			10.66			10.94			9.49			1.68
Net realized and unrealized gain (loss) on investments2		(0.33	)		(0.81	)		0.07			(0.27	)		(0.21	)
Total from investment operations		6.58			9.85			11.01			9.22			1.47

Distributions to investors:
From net investment income		(6.91	)		(10.60	)		(11.01	)		(8.50	)		(1.44	)
Total distributions to investors		(6.91	)		(10.60	)		(11.01	)		(8.50	)		(1.44	)

Net Asset Value, end of year/period	$	100.20		$	100.53		$	101.28			101.28		$	100.56

Total Return3		6.72	%4		10.20	%		11.43	%		9.49	%		1.46	%4

Ratios and Supplemental Data:
Net Assets, end of year/period (in thousands)	$	930,349		$	772,657		$	535,110		$	185,090		$	32,680

Net expenses		2.99	%5,6		3.66	%7		3.93	%8		3.82	%9		3.25	%5,10

Net investment income		14.80	%5,6		10.57	%7		10.81	%8		9.37	%9		11.41	%5,10

Senior Securities
Total Amount Outstanding exclusive of Treasury Securities
Borrowings-Revolving Loan Agreement (in thousands)11		1,400			60,659			64,926			29,433			5,000
Asset Coverage Per $1,000 of Borrowings
Borrowings-Revolving Loan Agreement11		860,525			18,106			11,710			12,037			14,265

Portfolio Turnover Rate12		35	%4		49	%		63	%		53	%		1	%4

* Commencement of offering of Class Z shares.

1 Per share data is computed using the average shares method.

See accompanying notes to financial statements.

Keystone Private Income Fund

Financial Highlights

Class Z Shares (continued)

4 Not annualized.

5 Annualized, except for incentive fees.

6 If incentive fees of 1.05%, line of credit expenses of 0.22%, and other transaction related expenses of 0.02% had been excluded, the expense ratios would have been decreased by 1.29%, and the income ratios inceased by 1.29%, for the six months ended March 31, 2024.

7 If incentive fees of 1.65%, line of credit expenses of 0.21%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 1.92%, and income ratios increased by 1.92% for the year ended September 30, 2023.

8 If incentive fees of 1.91%, line of credit expenses of 0.16%, and other transaction related expenses of 0.05% had been excluded, the expense ratios would have been decreased by 2.12%, and income ratios increased by 2.12% for the year ended September 30, 2022.

9 If incentive fees of 1.66%, line of credit expenses of 0.13%, and other transaction related expenses of 0.06% had been excluded, the expense ratios would have been decreased by 1.85%, and income ratios increased by 1.85% for the year ended September 30, 2021.

10 If incentive fees of 0.29%, and line of credit expenses of 0.37% had been excluded, the expense ratios would have been decreased by 0.66%, and income ratios increased by 0.66%, for the period ended September 30, 2020.

12 Calculated at Fund level.

See accompanying notes to financial statements.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited)

1. Organization

The Keystone Private Income Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund operates under an Agreement and Declaration of Trust dated August 26, 2019 (the “Declaration of Trust”). Keystone National Group, LLC serves as the investment adviser (the “Investment Manager”) of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund commenced operations on July 1, 2020.

The Fund offers five separate classes (each a “Class”) of shares of beneficial interest (“Shares”) designated as Class A, Class D, Class Y Class I, and Class Z Shares. As used herein, “Shareholders” refers to the holders of Shares of the Fund. Each class of Shares is subject to different fees and expenses. As of March 31, 2024, there were no Class A Shares of the Fund outstanding. The Fund may offer additional classes of Shares in the future.

The Fund’s primary investment objective is to produce current income. The Investment Manager manages the Fund’s portfolio with a view toward producing current income, managing liquidity and protecting against downside scenarios. Under normal market conditions, the Fund will seek to achieve its investment objective by opportunistically investing, directly or indirectly, a majority of its net assets (plus any borrowings for investment purposes) in a wide range of private credit-oriented or other cash flow producing investments. For purposes of the Fund’s strategy, such investments may include corporate loans and credit facilities, equipment leasing transactions, real estate backed loans, corporate and consumer receivables, and other specialty finance opportunities or income-producing assets. The Fund may allocate its assets through a wide range of investment vehicles and structures, including among others as senior debt and also as subordinated debt, preferred equity and common equity investments. There can be no assurance that the Fund will achieve its investment objective.

2. Significant Accounting Policies

Basis of Preparation and Use of Estimates

The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

Investment Transactions and Related Investment Income

The Fund’s investment transactions are accounted for on a trade-date basis. Realized gains and losses from investment transactions and unrealized appreciation and depreciation of investments are determined using the specific identification method for financial reporting. Interest income is recognized on the accrual basis and prepayment fees are recognized as interest income when received. Dividend income is recognized on the ex-dividend date. Some or all of the interest payments of a loan or preferred equity may be structured in the form of payment in kind (“PIK”), which accrues on a current basis but is generally not paid in cash until maturity or some other determined payment date. PIK interest is included in the Fund’s net asset value and also in determining net investment income for purposes of calculating the Incentive Fee (defined below). PIK interest may be combined with cash current paid interest or otherwise tailored to address both the specific circumstances of the borrower and the return requirements of the investor. Interest payments structured in the form of PIK are subject to the risk that a borrower could default when actual cash interest or principal payments are due.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

2. Significant Accounting Policies (continued)

Upfront investment income or other payments are sometimes charged to borrowers at the closing of a loan investment transaction. This income is received at the time of closing and then deferred to be recognized as investment income over the term of the loan. For the six months ended March 31, 2024, the Fund accrued upfront investment income of $5,847,547 and, as of March 31, 2024, has $16,890,946 of unearned upfront investment income.

Cash Escrow

Subscriptions are generally subject to the receipt of cleared funds on or prior to the acceptance date set by the Fund and notified to prospective investors. Pending any closing, funds received from prospective investors will be placed in an interest-bearing escrow account with UMB Bank, n.a., the Fund’s escrow agent, and are restricted for use otherwise. On the date of any closing, the balance in the escrow account with respect to each investor whose investment is accepted will be invested in the Fund on behalf of such investor. Any interest earned on escrowed amounts will be credited to the Fund for the benefit of all Shareholders.

Federal Income Taxes

The Fund has qualified and intends to continue to qualify as a “RIC” under Subchapter M of the Code. As so qualified, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to Shareholders. Therefore, no federal income tax provision is required. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Based on its analysis, there were no tax positions identified by management of the Fund that did not meet the “more likely than not” standard as of March 31, 2024.

Distributions to Shareholders

The Fund accrues distributions monthly and pays distributions quarterly to its Shareholders of the net investment income of the Fund after payment of Fund operating expenses. The dividend rate may be modified by the Fund’s Board of Trustees (the “Board”) from time to time. To the extent that any portion of the Fund’s quarterly distributions are considered a return of capital to Shareholders, such portion would not be considered dividends for U.S. federal income tax purposes and would represent a return of the amounts that such Shareholders invested. Although such return of capital distributions are not currently taxable to Shareholders, such distributions will have the effect of lowering a Shareholder’s tax basis in such Shares, and could result in a higher tax liability when the Shares are sold, even if they have not increased in value, or in fact, have lost value. The Fund’s final distribution for each tax year is expected to include any remaining investment company taxable income and net tax-exempt income undistributed during the tax year, as well as any undistributed net capital gain realized during the tax year. If the total distributions made in any tax year exceed investment company taxable income, net tax-exempt income and net capital gain, such excess distributed amount would be treated as ordinary dividend income to the extent of the Fund’s current and accumulated earnings and profits. This distribution policy, may, under certain circumstances, have adverse consequences to the Fund and its Shareholders because it may result in a return of capital resulting in less of a Shareholder’s assets being invested in the Fund and, over time, increase the Fund’s expense ratio. The distribution policy also may cause the Fund to sell securities at a time it would not otherwise do so to manage the distribution of income and gain.

Valuation of Investments

The Board has approved valuation procedures for the Fund (the “Valuation Procedures”). Under the Valuation Procedures adopted by the Board, the Board has delegated day-to-day responsibility for fair value determinations and pricing to the Investment Manager (the “Valuation Designee”) subject to the oversight of the Board. The Valuation Designee oversees the valuation of the Fund’s investments on behalf of the Fund in accordance with the Valuation Procedures, which provide that investments will be valued at fair value. Furthermore, the valuation of the Fund’s assets will be done in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

2. Significant Accounting Policies (continued)

In general, fair value represents a good faith approximation of the current value of an asset and is used when there is no public market or possibly no market at all for the asset. As a result, the fair values of one or more assets may not be the prices at which those assets are ultimately sold. Prospective investors should be aware that situations involving uncertainties as to the value of investments could have an adverse effect on the Fund’s net asset value (“NAV”) if the judgments of the Valuation Designee regarding appropriate valuations should prove incorrect.

The Fund holds a high proportion of illiquid investments relative to its total investments, which is directly related to the Fund’s investment objectives and strategy. The valuation approach will likely vary by investment, but may include comparable public market valuations, comparable transaction valuations and discounted cash flow analyses. All factors that might materially impact the value of an investment (i.e., underlying collateral, operating results, financial condition, achievement of milestones, and economic and/or market events) may be considered. In certain circumstances the Valuation Designee may determine that cost best approximates the fair value of the particular investment.

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the Investment Company Act. Rule 2a-5 permits fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the Investment Company Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and rescinded previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Board designated the Investment Manager as its Valuation Designee to perform fair value determinations and approved new Valuation Procedures for the Fund.

Repurchase Offers

The Fund provides some liquidity to Shareholders by making quarterly offers to repurchase a certain percentage of its outstanding Shares at NAV. The decision to offer to repurchase Shares is in the complete and absolute discretion of the Board and the Board may, under certain circumstances, elect not to offer to repurchase Shares. The Fund believes that these repurchase offers are generally beneficial to the Fund’s Shareholders and generally are funded from available cash. However, the repurchase of Shares by the Fund decreases the assets of the Fund and, therefore, may have the effect of increasing the Fund’s expense ratio. Repurchase offers and the need to fund repurchase obligations may also affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage of its assets in liquid investments, which may harm the Fund’s investment performance.

Borrowing, Use of Leverage

The Fund may employ leverage through a secured Revolving Loan Agreement, as amended (the “Revolving Loan Agreement”) to achieve its investment objective. The Fund’s willingness to use leverage, and the extent to which leverage is used at any time, will depend on many factors, including the Investment Manager’s assessment of the yield curve environment, interest rate trends, market conditions and other factors. Borrowings by the Fund will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s cost of funds. Such debt exposes the Fund to refinancing, recourse and other risks. As a general matter, the presence of leverage can accelerate losses. Subject to prevailing market conditions, the Fund may add financial leverage if, immediately after such borrowing, it would have asset coverage (as defined in the Investment Company Act) of 300% or more (in the event leverage is obtained solely through debt) or 200% or more (in the event leverage is obtained solely though preferred stock). The Fund may use leverage opportunistically and may choose to increase or decrease its leverage, or use different types or combinations of leveraging instruments, at any time based on the Fund’s assessment of market conditions and the investment environment. The Investment Manager expects that the Fund’s borrowings may ultimately be secured with a security interest in Fund investments. In times of adverse market conditions, the Fund may be required to post additional collateral which could affect the Fund’s liquidity.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

2. Significant Accounting Policies (continued)

As of March 31, 2024, the Revolving Loan Agreement has maximum credit available of $110,000,000 with a maturity date of April 9, 2024. For the six months ended March 31, 2024, the average balance outstanding and weighted average interest rate were $31,331,058 and 8.40%, respectively. For the six months ended March 31, 2024, the Fund accrued and paid interest expense of $1,256,326, and $1,562,965, respectively. As of March 31, 2024, the Fund has an outstanding line of credit balance of $1,400,000 at a 8.37% interest rate. The maximum the Fund borrowed during the six month period ended March 31, 2024 was $94,120,237 (including accrued interest) on December 27, 2023.

Participations

The Fund may invest a portion of its assets in participation interests or special purpose vehicles holding various credit investments. The special risks associated with these obligations include adverse consequences resulting from participating in such instruments with other institutions with lower credit quality and limitations on the ability of the Fund to directly enforce its rights with respect to participations. The Fund may acquire interests in such credit investments either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under the credit arrangement with respect to the obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a credit arrangement typically results in a contractual relationship only with the institution participating out the interest and not directly with the counterparty. In purchasing participations, the Fund may have no right to enforce compliance by the counterparty with the terms of the credit agreement, and the Fund may not directly benefit from the collateral supporting the credit obligation in which it has purchased the participation. As a result, if the Fund were to hold a participation, it would assume the credit risk of both the borrower and the institution selling the participation to the Fund.

3. Principal Risks

Non-Diversified Status

The Fund is a “non-diversified” management investment company. Thus, there are no percentage limitations imposed by the Investment Company Act on the Fund’s assets that may be invested, directly or indirectly, in the securities of any one issuer. Consequently, if one or more securities are allocated a relatively large percentage of the Fund’s assets, losses suffered by such securities could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of securities. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.

Limited Liquidity

Shares in the Fund provide limited liquidity since Shareholders will not be able to redeem Shares on a daily basis. A Shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made quarterly by the Fund. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.

Investment Manager Incentive Fee Risk

Any Incentive Fee (defined below) payable by the Fund that relates to its net investment income may be computed and paid on income that may include interest or gains that have been accrued or are unrealized, but not yet received or realized. The Investment Manager is not under any obligation to reimburse the Fund for any part of the Incentive Fee it received that was based on accrued income or unrealized gains that the Fund never received or realized, and such circumstances would result in the Fund’s paying an Incentive Fee on income it never received or gains it never realized. The Incentive Fee payable by the Fund to the Investment Manager may create an incentive for it to make investments on the Fund’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the Incentive Fee payable to the Investment Manager is determined may encourage it to use leverage to increase the return on the Fund’s investments. Under certain circumstances, the

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

3. Principal Risks (continued)

use of leverage may increase the likelihood of default, which would disfavor Shareholders. Such a practice could result in the Fund’s investing in more speculative securities than would otherwise be in its best interests, which could result in higher investment losses, particularly during cyclical economic downturns.

Private Credit

Private credit is a common term for unregistered debt investments made through privately negotiated transactions. Private credit investments may be structured using a range of financial instruments, including without limitation first and second lien senior secured loans, subordinated or unsecured debt and preferred equity arrangements. From time to time these investments might include equity features such as warrants, options, or common stock depending on the strategy of the investor and the financing requirements of the company or asset.

Loans to private companies, businesses and operators can range in credit quality depending on security-specific factors, including total leverage, amount of leverage senior to the collateral that secures the investment, variability in the issuer’s cash flows, the size of the issuer, the quality of collateral securing debt and the degree to which such collateral covers the accompanying debt obligations. The businesses in which the Fund invests may be levered, and the investments made by the Fund will generally not be rated by national credit rating agencies. The loans in which the Fund will invest may be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal.

Market Disruption and Geopolitical Risks

Certain local, regional or global events such as war (including Russia’s invasion of Ukraine and the Israel-Hamas war), acts of terrorism, the spread of infectious illnesses and/or other public health issues, or other events may have a significant impact on a security or instrument. These types of events and others like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate in impacted markets. The duration of these events could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of Market Disruption and Geopolitical Risks on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.

Banking Risk

The impairment or failure of one or more banks with whom the Fund transacts may inhibit the Fund’s ability to access depository accounts. In the event of such a failure of a banking institution where the Fund holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund may not recover such excess, uninsured amounts.

4. Investment Advisory and Other Agreements

The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Investment Manager. Pursuant to the Investment Management Agreement, the Investment Manager is entitled to a fee consisting of two components — a base management fee (the “Investment Management Fee”) and an incentive fee (the “Incentive Fee”). The Investment Management Fee is calculated and payable monthly in arrears at the annual rate of 1.50% of the month-end value of the Fund’s net assets before management fees for the current month. The Investment Management Fee is paid out of the Fund’s assets. Such fees are paid to the Investment Manager before giving effect to any repurchase of Shares effective as of that date and decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

4. Investment Advisory and Other Agreements (continued)

Effective January 1, 2021, the Incentive Fee is calculated and payable monthly in arrears based upon the Fund’s net profits for the immediately preceding month, and is subject to a hurdle rate, expressed as a rate of return on the Fund’s net assets equal to 0.58333333% per month (or an annualized hurdle rate of 7.00%), subject to a “catch-up” feature. Prior to January 1, 2021, the Incentive Fee was calculated quarterly. The Incentive Fee is equal to 15.0% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account. For the purposes of the Incentive Fee, the term “net profits” means the amount by which the NAV of the Fund on the last day of the relevant period exceeds the NAV of the Fund as of the commencement of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (which, for this purpose shall not include any distribution and/or shareholder servicing fees, litigation, any extraordinary expenses or Incentive Fee). The Fund will maintain a memorandum account (the “Loss Recovery Account”), which will have an initial balance of zero and will be (i) increased upon the close of each calendar month end of the Fund by the amount of the net losses of the Fund for the month, and (ii) decreased (but not below zero) upon the close of each calendar month end by the amount of the net profits of the Fund for the month. Shareholders will benefit from the Loss Recovery Account in proportion to their holdings of Shares. The “catch-up” provision is intended to provide the Investment Manager with an incentive fee of 15.0% on all of the Fund’s net profits when the Fund’s net profits reach 0.68627451% of net assets in any calendar month (8.24% annualized). For the six months ended March 31, 2024, the Fund incurred $12,140,509 in incentive fees.

The Investment Manager has entered into an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Manager has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (including the Investment Management Fee, but excluding any taxes, interest expense, sales charges and other brokerage commissions, other transaction related expenses, acquired fund fees and expenses, Incentive Fees, expenses incurred in connection with any merger or reorganization, Distribution and Servicing Fees and extraordinary expenses) does not exceed 3.00% of the average daily net assets of any Class of Shares (the “Expense Limit”). Because taxes, interest expense, sales charges and other brokerage commissions, other transaction related expenses, Incentive Fees, Distribution and Servicing Fees, expenses incurred in connection with any merger or reorganization and extraordinary expenses are excluded from the Expense Limit, Total Annual Expenses (after fee waivers and expense reimbursements) may exceed 3.00% of the average daily net assets of each Class of Shares.

For a period not to exceed three years from the date on which a Waiver is made, the Investment Manager may recoup amounts waived or assumed, provided they are able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (i) the expense limit in effect at the time of the waiver and (ii) the expense limit in effect at the time of the recoupment. The Expense Limitation and Reimbursement Agreement had an initial one-year term, which ended on February 2, 2021, and will automatically renew for consecutive one-year terms thereafter. Either the Fund or the Investment Manager may terminate the Expense Limitation and Reimbursement Agreement upon 30 days’ written notice. For the six months ended March 31, 2024, the Investment Manager did not waive any fees or reimburse any expenses. As of March 31, 2024, there were no recoverable reimbursed expenses to the Investment Manager.

UMB Distribution Services, LLC serves as the Fund’s placement agent (the “Placement Agent”); UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and administrator. For the six months ended March 31, 2024, the Fund’s allocated UMBFS fees are reported on the Statement of Operations.

A trustee and certain officers of the Fund are employees of UMBFS or the Investment Manager. The Fund does not compensate trustees and officers affiliated with the Fund’s administrator or Investment Manager. For the six months ended March 31, 2024, the Fund’s allocated fees incurred for trustees who are not affiliated with the Fund’s administrator or Investment Manager are reported on the Statement of Operations.

Vigilant Compliance, LLC provides Chief Compliance Officer (“CCO”) services to the Fund. The Fund’s allocated fees incurred for CCO services for the six months ended March 31, 2024 are reported on the Statement of Operations.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

4. Investment Advisory and Other Agreements (continued)

The Fund has adopted a Distribution and Service Plan with respect to Class A Shares, Class D Shares, Class Y Shares and Class I Shares in compliance with Rule 12b-1 under the Investment Company Act. Under the Distribution and Service Plan, the Fund may pay as compensation up to 1.00% on an annualized basis of the aggregate net assets of the Fund attributable to Class A Shares, up to 0.90% on an annualized basis of the aggregate net assets of the Fund attributable to Class D Shares, up to 0.25% on an annualized basis of the aggregate net assets of the Fund attributable to Class Y Shares, and up to 0.15% on an annualized basis of the aggregate net assets of the Fund attributable to Class I Shares (the “Distribution and Servicing Fee”) to the Fund’s Placement Agent or other qualified recipients under the Distribution and Service Plan. For purposes of determining the Distribution and Servicing Fee, NAV will be calculated prior to any reduction for any fees and expenses, including, without limitation, the Distribution and Servicing Fee payable. Therefore, it is possible the Distribution and Servicing Fee rate on the Financial Highlights may show a rate above the contractual limit. Class Z Shares are not subject to the Distribution and Service Plan.

5. Fair Value of Investments

Fair value — Definition

The Fund uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1 – Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2 – Valuations based on inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly.

• Level 3 – Valuations based on inputs that are both significant and unobservable to the overall fair value measurement.

The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment. Because of the inherent uncertainly of valuation, estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Investment Manager in determining fair value is greatest for investments categorized in Level 3.

The Fund’s assets recorded at fair value have been categorized based on a fair value hierarchy as described in the Fund’s significant accounting policies. The following table presents information about the Fund’s assets and liabilities measured at fair value as of March 31, 2024:

Investments	Level 1		Level 2		Level 3		Total
Private Credit	$	—	$	—	$	1,226,861,848	$	1,226,861,848
Private Investment Funds		—		—		11,377,749		11,377,749
Warrants		—		—		—		—
Total Investments, at fair value	$	—	$	—	$	1,238,239,597	$	1,238,239,597

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

5. Fair Value of Investments (continued)

The following table presents the changes in assets and transfers in and out which are classified in Level 3 of the fair value hierarchy for the six months ended March 31, 2024:

	Private Credit			Private Investment Funds			Warrants
Balance as of October 1, 2023	$	1,101,936,262		$	11,597,318		$	—
Transfers In		—			—			—
Transfers Out		—			—			—
Purchases		543,835,606			—			—
Sales		—			—			—
Principal reductions received		(414,716,904	)		(219,569	)		—
Realized gains (losses)		—			—			—
Change in unrealized appreciation (depreciation)		(4,193,116	)		—			—
Balance as of March 31, 2024	$	1,226,861,848		$	11,377,749		$	—

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s investments that are categorized in Level 3 of the fair value hierarchy as of March 31, 2024:

Investments	Fair Value		Valuation Technique	Unobservable Inputs	Range of Inputs
Private Credit	$	1,226,861,848	Discounted Cash Flow	Discount Rate	8.6% - 21.5%
Private Investment Funds		11,377,749	Discounted Cash Flow	Discount Rate	12.1%
Warrants		—	Cost	Price	N/A

6. Capital Stock

The minimum initial investment in Class A Shares and Class Y Shares by any investor is $50,000, the minimum initial investment in Class D Shares and Class I Shares by any investor is $5,000,000, and the minimum initial investment by any investor in Class Z Shares is $10,000,000. However, the Fund, in its sole discretion, may accept investments in any Class of Shares below these minimums. Shares may be purchased by principals and employees of the Investment Manager or its affiliates and their immediate family members without being subject to the minimum investment requirements. Class Y and Class D Shares were issued at $100.00 per share and Class A, Class I, and Class Z Shares were issued at $100.53 per share.

Class A Shares and Class D Shares are subject to a sales charge of up to 3.50%. No sales charge is expected to be charged with respect to investments by the Investment Manager or its affiliates, and their respective directors, principals, officers and employees and others in the Investment Manager’s sole discretion. The full amount of the sales charge may be reallowed to brokers or dealers participating in the offering. Your financial intermediary may impose additional charges when you purchase Shares of the Fund. Neither Class I, Class Y nor Class Z Shares are subject to any sales charge.

Because the Fund is a closed-end fund, and Shareholders do not have the right to require the Fund to redeem Shares, the Fund may from time to time offer to repurchase Shares pursuant to written tenders by Shareholders, in order to provide a limited degree of liquidity to Shareholders. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Shares, the Board will consider a variety of operational, business and economic factors. The Investment Manager expects to ordinarily recommend that the Board authorize the Fund to offer to repurchase Shares from Shareholders quarterly with March 31, June 30, September 30 and December 31 valuation dates (or, if any such date is not a Business Day, on the last Business Day of such calendar quarter).

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

6. Capital Stock (continued)

If the interval between the date of purchase of Shares and the valuation date with respect to the repurchase of such Shares is less than 365 calendar days, then such repurchase will be subject to a 2.00% early repurchase fee payable to the Fund. In determining whether the repurchase of Shares is subject to an early repurchase fee, the Fund will repurchase that portion of the Shares held the longest first. Early repurchase fees, if any, are disclosed in the Statement of Changes in Net Assets. For the six months ended March 31, 2024 there were no early repurchase fees.

For the six months ended March 31, 2024, the Fund’s capital stock transactions are reported on the Statements of Changes in Net Assets.

7. Federal Income Taxes

At March 31, 2024, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes, were as follows:

Cost of investments	$	1,249,295,781
Gross unrealized appreciation	$	6,643,782
Gross unrealized depreciation		(17,699,966)
Net unrealized appreciation/depreciation on investments	$	(11,056,184)

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain partnership investments income.

As of September 30, 2023, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income	$	20,335,996
Undistributed long-term capital gains		—
Distributions payable		(21,453,738	)
Accumulated capital and other losses		—
Unrealized depreciation on investments		(5,745,326	)
Total accumulated loss	$	(6,863,068	)

The tax character of distributions paid during the years ended September 30, 2023 and September 30, 2022 was as follows:

	2023		2022
Distributions paid from:
Ordinary income	$	71,057,676	$	47,254,325
Net long-term capital gains		—		—
Total distributions paid	$	71,057,676	$	47,254,325

The difference in the amount of distributions against the Statements of Changes in Net Assets relates to the timing of certain distributions being reported on a cash basis for tax purposes. At September 30, 2023, there were $21,453,738 of distributions payable that will be considered paid in the tax year ending September 30, 2024 for tax purposes.

Keystone Private Income Fund

Notes to Financial Statements

March 31, 2024 (Unaudited) (continued)

8. Investment Transactions

For the six months ended March 31, 2024, purchases and sales of investments, including principal reductions received, excluding short-term investments, were $543,835,606 and $414,936,472, respectively.

9. Indemnifications

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

10. Subsequent Events

In preparing these financial statements, management has evaluated subsequent events through the date of issuance of the financial statements included herein and has identified the following event for disclosure:

On April 1, 2024, the Board approved via written consent an amendment to the Revolving Loan Agreement that, among other things, extended the maturity date of the Revolving Loan Agreement to April 30, 2026, reduced the maximum credit available under the Revolving Loan Agreement to $75,000,000, and modified certain fee terms of the Revolving Loan Agreement.

There have been no other subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the financial statements.

Keystone Private Income Fund

Other Information

March 31, 2024 (Unaudited)

Proxy Voting

The Fund is required to file Form N-PX, with its complete proxy voting record for twelve-month period ending on June 30, no later than August 31. The Fund’s Form N-PX filing and a description of the Fund’s proxy voting policies and procedures are available: (i) without charge, upon request, by calling the Fund at 1-888-442-4420 or (ii) by visiting the SEC’s website at www.sec.gov.

Availability of Quarterly Portfolio Schedules

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. The Fund’s Forms N-PORT are or will be available on the SEC’s website at www.sec.gov or by calling the Fund at 1-888-442-4420.

Board Consideration of the Investment Management Agreement

At a meeting of the Board held on December 11-12, 2023 (the “Meeting”), by a unanimous vote, the Board, including a majority of Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), approved the continuation of the amended and restated Investment Management Agreement (the “Investment Management Agreement”) between the Investment Manager and the Fund.

In advance of the Meeting, the Independent Trustees requested and received materials from the Investment Manager to assist them in considering the renewal of the Investment Management Agreement. The Independent Trustees reviewed reports from third parties and Fund management about the factors described below. The Board members engaged in detailed discussion of the materials with management of the Investment Manager. The Independent Trustees also met separately with independent counsel to the Independent Trustees for further review of the materials. Following this session, the full Board reconvened and, after further discussion, determined that the information presented provided a sufficient basis upon which to approve the Investment Management Agreement.

The Board did not consider any single factor as controlling in determining whether to approve the renewal of the Investment Management Agreement, and the items described below do not encompass all of the matters considered by the Board.

NATURE, EXTENT AND QUALITY OF SERVICES

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Manager to the Fund under the Investment Management Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Investment Manager to the Fund, including, among other things, providing office facilities, equipment and personnel. The Board reviewed and considered the qualifications of the portfolio managers and other key personnel of the Investment Manager who provide the investment advisory and administrative services to the Fund. The Board determined that the Investment Manager’s portfolio managers and key personnel were well-qualified by education and/or training and experience to perform the services for the Fund in an efficient and professional manner. The Board also took into account the Investment Manager’s compliance policies and procedures, including the procedures used to determine the value of the Fund’s investments. The Board concluded that the overall quality of the advisory and administrative services provided by the Investment Manager to the Fund was satisfactory.

PERFORMANCE

The Board considered the investment performance of the Investment Manager with respect to the Fund. The Board considered the performance of the Fund for the period from the Fund’s inception on July 1, 2020 through September 30, 2023 and various other periods. The Board also considered performance information of the Fund compared to other comparable peer funds. In addition, the Board considered the Investment Manager’s view that there was no representative benchmark index given the unique private assets held by the Fund. The Board considered the overall performance of the Fund and concluded that the performance of the Fund was satisfactory.

Keystone Private Income Fund

Other Information

March 31, 2024 (Unaudited) (continued)

FEES AND EXPENSES

The Board reviewed the advisory fee rate and total expense ratio of the Fund. The Board compared the advisory fee and total expense ratio for the Fund with various comparative data, including reports on the expenses of other comparable funds. The Board noted that the Fund’s advisory fees were comparable to the fees payable by other comparable funds. The Board also discussed the incentive fee and hurdle rate. In addition, the Board noted that the Investment Manager had contractually agreed to limit the Fund’s total annual operating expenses. The Board concluded that the advisory fees paid by the Fund and total expense ratio were reasonable and satisfactory in light of the services provided.

BREAKPOINTS AND ECONOMIES OF SCALE

The Board reviewed the structure of the Fund’s investment management fee under the Investment Management Agreement. The Board considered that, while the Fund’s investment management fee, inclusive of the hurdle rate, did not have breakpoints, the potential for economies of scale may be limited by the Fund’s increasing current size and the nature of its investments. The Board considered the Fund’s investment management fees and concluded that the fees were reasonable and satisfactory in light of the services provided, but noted that they would continue to consider the appropriateness of the fee as the Fund continued to grow.

PROFITABILITY OF INVESTMENT MANAGER

The Board considered and reviewed information concerning the costs incurred and profits realized by the Investment Manager from its relationship with the Fund. The Board also reviewed the Investment Manager’s financial condition and noted that the financial condition of the Investment Manager appeared stable. The Board determined that the advisory fees and the compensation to the Investment Manager was reasonable and the Investment Manager’s financial condition was adequate.

ANCILLARY BENEFITS AND OTHER FACTORS

The Board also discussed other benefits to be received by the Investment Manager from its management of the Fund including, without limitation, the ability to market its advisory services for similar products in the future. The Board noted that the Investment Manager did not have affiliations with the Fund’s transfer agent, fund accountant, custodian or distributor and, therefore, the Investment Manager did not derive any benefits from the relationships these parties may have with the Fund. The Board concluded that the advisory fees were reasonable in light of the fall-out benefits.

GENERAL CONCLUSION

Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the continuance of the Investment Management Agreement.

Investment Manager

Keystone National Group, LLC
60 East South Temple, Suite 2100
Salt Lake City, UT 8411
www.keystonenational.com

Custodian Bank
UMB Bank, n.a.
928 Grand Blvd
Kansas City, MO 64106

Fund Administrator, Transfer Agent, and Fund Accountant
UMB Fund Services
235 W. Galena Street
Milwaukee, Wisconsin 53212

Placement Agent
UMB Distribution Services, LLC
235 West Galena Street
Milwaukee, WI 53212

Independent Registered Public Accounting Firm
Grant Thornton LLP
171 N. Clark Street, Suite 200
Chicago, IL 60601

(b) Not applicable.

Item 2. Code of Ethics.

Not applicable to semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to semi-annual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a) Not applicable to semi-annual reports.

(b) Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable to semi-annual reports.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(registrant)		Keystone Private Income Fund
By (Signature and Title)
		/s/ John Earl
		John Earl, President
		(Principal Executive Officer)
Date		June 7, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

By (Signature and Title)		/s/ John Earl
		John Earl, President
		(Principal Executive Officer)
Date		June 7, 2024
By (Signature and Title)		/s/ Brad Allen
		Brad Allen, Treasurer
		(Principal Financial Officer)
Date		June 7, 2024

Document And Entity Information

6 Months Ended

Mar. 31, 2024

Document Information [Line Items]

Entity Registrant Name

KEYSTONE PRIVATE INCOME FUND

Document Type

N-CSRS

Amendment Flag

false

Entity Central Index Key

0001788420

Document Period End Date

Mar. 31, 2024

Date: June 7, 2024

/s/ John Earl
John Earl, President
(Principal Executive Officer)