0001398344-21-007997 Sample Contracts

CUSTODY AGREEMENT Dated April 12, 2021 Between UMB BANK, N.A. and THIRDLINE REAL ESTATE INCOME FUND CUSTODY AGREEMENT
Custody Agreement • April 13th, 2021 • Thirdline Real Estate 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 Thirdline Real Estate Income Fund, a Delaware statutory trust (the "Fund").

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 13th, 2021 • Thirdline Real Estate Income Fund • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 12th day of April, 2021, by and between Thirdline Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 13th, 2021 • Thirdline Real Estate Income Fund • Delaware

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this 12th day of April, 2021, by and between Thirdline Real Estate Income Fund, a Delaware statutory trust (the “Trust”), and UMB Distribution Services, LLC, a Wisconsin limited liability company ("Provider").

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • April 13th, 2021 • Thirdline Real Estate Income Fund • Delaware

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 12th day of April, 2021, by and between Thirdline Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Administrator”).

By-Laws of THIRDLINE REAL ESTATE INCOME FUND
By-Laws • April 13th, 2021 • Thirdline Real Estate Income Fund
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 13th, 2021 • Thirdline Real Estate Income Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of this ____ day of _____, 2021 by and between Thirdline Real Estate Income Fund (the “Fund”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Thirdline Capital Management, LLC (the “Advisor”), a Virginia limited liability company.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 13th, 2021 • Thirdline Real Estate Income Fund • Delaware

This Expense Limitation Agreement, dated as of [______] (the “Agreement”), is made by and between Thirdline Real Estate Income Fund (the “Fund”), a Delaware statutory trust, and Thirdline Capital Management, LLC, a Virginia limited liability company (the “Advisor”).

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