0001398344-20-002473 Sample Contracts

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • February 7th, 2020 • Keystone Private Income Fund • Wisconsin

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 29 day of January 2020, by and between Keystone Private Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

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ESCROW AGREEMENT
Escrow Agreement • February 7th, 2020 • Keystone Private Income Fund • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 30th day of January, 2020, by and between Keystone Private Income Fund, a Delaware statutory trust (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

CUSTODY AGREEMENT Dated January 29, 2020 Between UMB BANK, N.A. and Keystone Private Income Fund CUSTODY AGREEMENT
Custody Agreement • February 7th, 2020 • Keystone Private Income Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and Keystone Private Income Fund (the “Fund”).

PLATFORM MANAGEMENT AGREEMENT
Platform Management Agreement • February 7th, 2020 • Keystone Private Income Fund • Delaware

THIS AGREEMENT (the “Agreement”) is made as of the 16th day of September, 2019, by and between Keystone Private Income Fund (the “Fund”), a Delaware statutory trust, and UMB Fund Services Inc., a Wisconsin corporation (“UMBFS”).

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • February 7th, 2020 • Keystone Private Income Fund • Delaware

AGREEMENT dated as of this 16th day of September, 2019, by and between Infinity Core Alternative Fund, The Relative Value Fund, Vivaldi Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund and Keystone Private Income Fund (each a “Fund” and together, the “Funds”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • February 7th, 2020 • Keystone Private Income Fund • Delaware

AGREEMENT dated the 16th day of September, 2019 between the Infinity Core Alternative Fund, The Relative Value Fund, Vivaldi Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund and Keystone Private Income Fund (collectively, the “Funds” and individually, a “Fund”).

INVESTMENT MANAGEMENT AGREEMENT Keystone Private Income Fund
Investment Management Agreement • February 7th, 2020 • Keystone Private Income Fund • Delaware

AGREEMENT made this 1st day of February, 2020, by and between Keystone Private Income Fund, a Delaware statutory trust (the "Fund"), and Keystone National Group, LLC, a Delaware limited liability company (the "Advisor").

WHOLESALING AND PLACEMENT AGENT AGREEMENT
Wholesaling and Placement Agent Agreement • February 7th, 2020 • Keystone Private Income Fund • Wisconsin

WHOLESALING AND PLACEMENT AGENT AGREEMENT (the “Agreement”) dated as of February 3, 2020, by and between UMB Distribution Services, LLC, a limited liability company organized under the laws of the State of Wisconsin and a broker-dealer registered with the U.S. Securities and Exchange Commission, or any successor thereto (“UMBDS”) and Keystone Private Income Fund, a Delaware statutory trust (the “Fund”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • February 7th, 2020 • Keystone Private Income Fund • Delaware

AGREEMENT made as of the 3rd day of February, 2020, by and among Keystone Private Income Fund, a Delaware statutory trust (the "Fund"), and Keystone National Group, LLC, an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, ("Keystone").

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