UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

Thirdline Real Estate Income Fund

(Name of Registrant as Specified in Its Charter)

(Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):

THIRDLINE REAL ESTATE INCOME FUND

c/o UMB Fund Services, Inc

235 West Galena Street

Milwaukee, Wisconsin 53212

SPECIAL MEETING OF SHAREHOLDERS

September 11, 2026

Important Voting Information Inside!

TABLE OF CONTENTS

LETTER FROM THE PRESIDENT

THIRDLINE REAL ESTATE INCOME FUND

c/o UMB Fund Services, Inc

235 West Galena Street

Milwaukee, Wisconsin 53212

August 14, 2026

Dear Shareholder,

I am writing to inform you of an upcoming Special Meeting of the shareholders of the Thirdline Real Estate Income Fund (the “Fund”), to be held at 10:30 a.m., Central time, on Friday, September 11, 2026, at the offices of UMB Fund Services, Inc, 25 West Galena Street, Milwaukee, Wisconsin 53212. The Special Meeting is being held to seek shareholder approval of the following proposals (the “Proposals”) discussed below and in the accompanying Proxy Statement.

PROPOSAL 1: To elect Jill Guess and Paulo Aguilar to the Board of Trustees (collectively, the “Nominees”); 

PROPOSAL 2: To approve an investment advisory agreement between Northmarq Fund Management, LLC (“NFM”) and the Trust, on behalf of the Fund (the “New Agreement”). No fee increase will result from approving this proposal; and

PROPOSAL 3: To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.

If you are a shareholder of record as of the close of business on August 11, 2026 (the “Record Date”), you are entitled to vote at the Special Meeting and at any adjournment thereof. While you are welcome to join us at the Special Meeting, most shareholders will cast their votes by filling out, signing and returning the enclosed proxy card, voting by telephone, or voting using the internet.

The attached Proxy Statement provides additional information about the Proposals and the voting process for shareholders. The Board asks that you read it carefully and vote FOR the Proposals. Please return your proxy card in the postage-paid envelope as soon as possible. You also may vote over the Internet or by telephone. Please follow the instructions on the enclosed proxy card to use these methods of voting.

We appreciate your consideration of these important proposals. Thank you for investing in the Fund and for your continued support.

Sincerely,

/s/Charles Hutchens

Charles Hutchens

President

Thirdline Real Estate Income Fund

THIRDLINE REAL ESTATE INCOME FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on September 11, 2026

NOTICE IS HEREBY GIVEN that a Special Meeting of shareholders of Thirdline Real Estate Income Fund will be held at the offices of UMB Fund Services, Inc, 25 West Galena Street, Milwaukee, Wisconsin 53212, on September 11, 2026, at 10:30 a.m., Central time, to consider and vote on the following matters:

PROPOSAL 1: To elect Jill Guess and Paulo Aguilar to the Board of Trustees (collectively, the “Nominees”); 

PROPOSAL 2: To approve an investment advisory agreement between Northmarq Fund Management, LLC (“NFM”) and the Trust, on behalf of the Fund (the “New Agreement”). No fee increase will result from approving this proposal; and

PROPOSAL 3: To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.

The Board of Trustees recommends you vote FOR each Proposal identified in this Proxy Statement. Shareholders of record at the close of business on August 11, 2026 are entitled to notice of and to vote at this meeting or any adjournment thereof. A copy of the Proxy Statement is available to you at https://vote.proxyonline.com/Thirdline/docs/proxy.pdf. Information on how to vote can be obtained by calling (800) 622-1569. Representatives are available Monday through Friday from 9:00 a.m. to 10:00 p.m. Eastern time.

August 14, 2026

Please execute the enclosed proxy card and return it promptly in the enclosed envelope, thus avoiding unnecessary expense and delay. No postage is required if mailed in the United States. The proxy is revocable and will not affect your right to vote in person if you attend the meeting. You may also vote your shares via the Internet or by Phone. Please see your proxy card for information on how to vote your shares via the Internet or telephone.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 11, 2026

The Notice of Special Meeting of Shareholders, proxy statement and form of proxy are available on the Internet at https://vote.proxyonline.com/Thirdline/docs/proxy.pdf.

THIRDLINE REAL ESTATE INCOME FUND

SPECIAL MEETING OF SHAREHOLDERS OF

THIRDLINE REAL ESTATE INCOME FUND

To Be Held on September 11, 2026

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Trustees (the “Board”) of Thirdline Real Estate Income Fund (“the Trust”) of proxies for use at the special meeting of shareholders of Thirdline Real Estate Income Fund (the “Fund”) or at any adjournment thereof. The principal address of the Fund is 1810 MacTavish Ave, Richmond, Virginia 23230. This proxy statement was first mailed to shareholders on or about August 14, 2026.

The purpose of the meeting is to consider the election of two new trustees and the approval of an investment advisory agreement between the Trust and Northmarq Fund Management, LLC (“NFM”) with respect to the Fund. At a meeting of the Board of Trustees (the “Board”) of the Trust held on July 29, 2026, the Board reviewed and nominated the two trustee nominees for election and approved a new investment advisory agreement (the “New Agreement”) between NFM, and the Trust on behalf of the Fund, which are both subject to shareholder approval.

NFM is a Securities and Exchange Commission registered investment advisory firm that has been in business since 2002 with approximately $534 million under management. NFM is part of the Pohland Companies. The Pohlad Companies, LLC function as a family office investing in such things as commercial real estate, robotics and automation, consumer products, healthcare, energy, logistics and distribution, food and beverage, and sports and entertainment. NFM provides investment management services to U.S. collective investment vehicles that invest in various forms of real estate related investments. NFM has entered into an agreement with Thirdline where it will acquire all the outstanding interests of Thirdline, pending shareholder approval of Proposal 2 (the “Transaction”). NFM believes the Transaction will allow it to further expand its investment management business into the registered fund business. NFM has committed to retaining Charles Hutchens, the Fund’s current portfolio manager, as portfolio manager to the Fund. Mr. Hutchens has been managing the Fund since its inception and will continue in that role pending your approval of Proposal 2. In addition, NFM has agreed to keep the Fund’s management fee the same and has agreed to extend the Fund’s fee waiver agreement. This means no fee increase for you as a shareholder of the Fund.

A proxy, if properly executed, duly returned and not revoked, will be voted in accordance with the specifications therein. A proxy that is properly executed but has no voting instructions with respect to a proposal will be voted for that proposal. A shareholder may revoke a proxy at any time prior to use by filing with the Secretary of the Trust an instrument revoking the proxy, by submitting a proxy bearing a later date, or by attending and voting at the meeting.

The Fund has retained EQ Fund Solutions, 28 Liberty Street, 53rd Floor, New York, New York 10005 to solicit proxies for the Meeting. EQ is responsible for printing proxy cards, mailing proxy material to shareholders, soliciting brokers, custodians, nominees and fiduciaries, tabulating the returned proxies and performing other proxy solicitation services. The anticipated cost of these services coupled with the legal fees associated with preparing the proxy materials is approximately $23,000, and will be paid by Thirdline Capital Management, LLC.

In addition to solicitation through the mail, proxies may be solicited by officers, employees and agents of the Fund without cost to the Fund. Such solicitation may be by telephone, facsimile or otherwise. The Fund will reimburse brokers, custodians, nominees and fiduciaries for the reasonable expenses incurred by them in connection with forwarding solicitation material to the beneficial owners of shares held of record by such persons.

PROPOSAL 1:

ELECTION OF TRUSTEES

The Board unanimously recommends that the shareholders of the Fund elect Jill Guess and Paulo Aguilar to serve as Trustees of the Trust.

Background

The Investment Company Act of 1940, as amended (the “1940 Act”) requires that shareholders elect a fund’s trustees under certain circumstances. As a general matter, a board of trustees may fill vacancies as long as, after the board fills the vacancy, at least two-thirds of the trustees have been elected by shareholders. If at any time less than a majority of a fund’s trustees have been elected by fund shareholders, the fund must immediately call a meeting of shareholders to elect trustees.

The Board currently consists of five individuals (Charles C. Hutchens, Lawrence S. Eiben, Laura R. Markley, Jonathan F. Wilson and Joseph W. McDonald), three of whom (Messrs. Wilson and McDonald and Ms. Markley) are not “interested persons” (as defined under the 1940 Act) of the Fund, the Fund’s current and proposed investment advisor, or distributor (“Independent Trustees”). Each of the current trustees was elected by the Fund’s initial shareholder in August 2021.

As part of the ongoing discussions regarding Proposal 2, Mr. Wilson, Ms. Markley and Mr. Eiben have indicated that they intend to step down from the Board (individually a “Resigning Trustee” or collectively, the “Resigning Trustees”). Since Ms. Markley and Mr. Wilson joined the Board of Trustees in 2021 their personal work commitments have continued to become more demanding on their time, making it more difficult for them to continue providing the same high-quality service to the Fund. Ms. Markley and Mr. Wilson have agreed to remain on the Board until their replacements have been duly elected by shareholders.

Mr. Eiben intends to step down as an Interested Trustee upon the approval of the Proposals. Mr. Eiben’s decision to step down is to ensure the Board complies with the requirements of Section 15(f) of the 1940 Act, which calls for, in part, that at least 75% of the Trust’s Board be considered Independent Trustees. Assuming the Proposals are approved by shareholders, Mr. Eiben will step down as an Interested Trustee and the Board will consist of three Independent Trustees (Messrs. McDonald and Aguilar and Ms. Guess) and one Interested Trustee (Mr. Hutchens)

At a Board meeting held on July 29, 2026, the Trustees, including all the Independent Trustees, acting on the recommendation of the Trust’s Nominating Committee, nominated for election Jill Guess and Paulo Aguilar to serve on the Board of Trustees of the Trust. Each Nominee was nominated by the Trust’s Nominating Committee to serve on the Board of Trustees based on their particular experiences, qualifications, attributes and skills. Generally, the Trust believes that each Nominee is competent to serve because of their individual overall merits including: (i) experience, (ii) qualifications, (iii) attributes and (iv) skills. Ms. Guess has over 40 years of experience in the investment/financial services industry, including more than 20 years advising alternative strategies and private investments, and brings extensive investment management knowledge to the Board of Trustees. Mr. Aguilar, who is a Chartered Financial Analyst, has over 14 years of experience researching and investing in real estate related investments as well as experience in providing distribution services to a registered interval fund.

The Fund’s shareholders are being asked to vote for the election of each of the Nominees at this Special Meeting. If elected, the Nominees will join Charles C. Hutchens and Joseph W. McDonald, both shareholder elected standing members of the Trust’s Board of Trustees, and each of them will hold office until the appointment and/or election and qualification of his or her successor, if any, or until he or she sooner dies, resigns, retires or is removed as provided in the Trust’s governing documents.

Trustee Nominee Qualifications

The Nominating and Corporate Governance Committee of the Board is responsible for identifying, evaluating and recommending candidates for service on the Board. In assessing potential Trustee candidates, the Nominating and Corporate Governance Committee reviews such candidates’ experience, qualifications, attributes and skills, taking a variety of factors into account. Trustees selected to serve on the Board are expected to demonstrate, among other characteristics, an ability to think and act independently, the capacity to work in a collegial manner with others, and notable or significant achievement and are expected to possess senior-level business, management or regulatory experience that would benefit the Fund.  In addition to considering whether an individual Trustee candidate meets the Nominating Committee’s established criteria, the Nominating Committee may also consider the current composition of the Board and the interplay of a candidate’s individual experiences, lifestyle, education, skills, economic circumstances, background and other qualities and attributes with those of the other Board members.  The following is a summary of the information that led to the conclusion that each Independent Trustee Nominee should serve as a Trustee:

Independent Trustees/Nominees

Jill Guess, CAIA – Ms. Guess has recently retired. Prior to her retirement, she was Director of Alternative Investments at Apollon Wealth Management, LLC from January 2022 through June 2026, where she was responsible for sourcing and evaluating alternative investment strategies for the firm. From January 2010 through January 2022, she served as Director of Research at Prism Advisory Group, LLC, where she was responsible for sourcing and evaluating investment options for the firm and served as co-portfolio manager of a private alternatives fund. From December 1996 through December 2009, she served as a Senior Analyst for Blue Horizon Investment Advisors where she worked to construct investment portfolios for their client base.

Paulo Aguilar, CFA, CAIA – Mr. Aguilar is the Co-Founder, Partner & Senior Investment Advisor of Wealthstone Group, a wealth management firm focused on providing investment and financial guidance for successful business owners, real estate investors and affluent individuals. Mr. Aguilar specializes in tax-efficient exit planning for real estate and business owners. Prior to his co-founding Wealthstone Group in 2024, he served as Director at Revitate from May 2022 through December 2023, where he led the firm’s marketing and fundraising efforts for their real estate and private equity funds. From May 2017 through May 2022, he served as Vice President for Inland Securities Corporation where he was responsible for distributing Regulation D offerings, DST-1031 exchanges, qualified opportunity funds and equity and mortgage REITs.

Following is a list of the Nominees/Trustees of the Trust and their principal occupation over the last five years.

INTERESTED TRUSTEE

INDEPENDENT TRUSTEE/NOMINEES AND TRUST OFFICERS WHO ARE NOT TRUSTEES

Trustee Compensation.   The following table shows information regarding the compensation received by the Independent Trustees for the fiscal year ended March 31, 2026. Independent Trustees receive a fee of $1,500 for each regular quarterly Board meeting attended, $375 for any special Board meetings attended, and $1,500 annual retainer for serving as a Trustee. No compensation is paid by the Fund to Trustees that are interested persons of the Fund’s investment adviser (as determined under the 1940 Act). In all cases, no pension or retirement benefits accrued as part of the Fund’s expenses.

Trustee/Nominee Share Ownership

The table below shows for each Trustee/Nominee, the amount of Fund equity securities beneficially owned by each Trustee/Nominee, and the aggregate value of all investments in equity securities of the Fund, as of December 31, 2025, and stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.

INDEPENDENT TRUSTEE/NOMINEES

As of the Record Date, Messrs. Wilson and Eiben, both Resigning Trustees, owned over $100,000 of shares of the Fund and Ms. Markley, another Resigning Trustee, did not own any shares of the Fund.

INTERESTED TRUSTEE

As of Record Date, the Trustees and officers of the Trust as a group owned approximately 6.8% of the outstanding shares of the Fund.

Information about the Board and its Committees

The Board has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Fund’s business. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation. The business of the Fund is managed under the direction of the Board in accordance with the Fund’s Agreement and Declaration of Trust and By-laws (the “Governing Documents”), each as amended from time to time, which have been filed with the Securities and Exchange Commission (“SEC”) and are available upon request.

Pursuant to the Governing Documents of the Fund, the Trustees shall elect officers including a President, a Secretary, a Treasurer, a Principal Executive Officer and a Principal Financial Officer. The Board retains the power to conduct, operate and carry on the business of the Fund and has the power to incur and pay any expenses, which, in the opinion of the Board, are necessary or incidental to carry out any of the Fund’s purposes. The Board is responsible for the oversight of the Fund and responsible for overseeing the Fund’s investment adviser and its other service providers in the operations of the Fund in accordance with the 1940 Act, other applicable federal and state laws, and the Governing Documents.

The Board meets in person or by telephone at regularly scheduled meetings, at least four times per year. In addition, the Trustees may meet in person or by telephone at special meetings or on an informal basis at other times. During the fiscal year ended March 31, 2026, the Board met four times. All Trustees were present at each meeting.

The Trustees, officers, employees and agents of the Fund, when acting in such capacities, shall not be subject to any personal liability except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.

The Board is currently led by Messrs. Hutchens and Eiben, both are principals of Thirdline Capital Management, LLC (“TCM”) and interested Trustees of the Fund. Messrs. Hutchens and Eiben have served as interested Trustees since the Fund’s inception and Mr. Eiben acted as the Fund’s initial trustee and oversaw the organizational process. Messrs. Hutchens and Eiben serve in leadership capacities at TCM and presently work closely with the Board, reporting on the investment operations of the Fund. They also work closely with the Fund’s service providers and legal counsel in setting the agenda for each Board meeting. Assuming Proposal 1 is approved by shareholders, Mr. Hutchens is expected to continue to lead the Board as President and Principal Executive Officer of the Trust. Mr. Eiben has agreed to step down from the Board if both Proposals are approved by shareholders.

The Board of Trustees does not have a lead independent trustee but considered that the Chairman role of each standing committee of the Board is led by an Independent Trustee and in the role of Chairman will serve as a key point person for dealings between management and the other Independent Trustees. The Independent Trustees also regularly meet outside the presence of management. The Board of Trustees has determined that its committees help ensure that the Fund has effective and independent governance and oversight. The Board of Trustees also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from management of the Fund, including the Fund’s investment adviser. The Board of Trustees reviews its structure on an annual basis.

Committees

The Board of Trustees has an audit committee (the “Audit Committee”), a nominating and corporate governance committee (the “Nominating Committee”), and a qualified legal compliance committee (the “QLCC”).

The Audit Committee is comprised of all the Independent Trustees. Laura R. Markley is chairperson of the Audit Committee and has been designated as an “audit committee financial expert” as defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee has the responsibility, among other things, to: (i) oversee the accounting and financial reporting processes of the Fund and its internal control over financial reporting; (ii) oversee the quality and integrity of the Fund’s financial statements and the independent audit thereof; (iii) oversee or, as appropriate, assist the Board of Trustees in overseeing the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audit; (iv) approve prior to appointment the engagement of the Fund’s independent registered public accounting firm and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Fund’s independent registered public accounting firm; and (v) act as a liaison between the Fund’s independent registered public accounting firm and the full Board of Trustees. See Exhibit A for the Trust’s Audit Committee Charter.

Assuming Proposal 1 is approved by Shareholders, Ms. Markley intends to step down from the Board, and she will be replaced as Audit Committee chair by Jill Guess. In addition, Ms. Guess will replace Ms. Markley as the Trust’s audit committee financial expert.

The Nominating Committee is comprised of all the Independent Trustees. The Nominating Committee’s purposes, duties and powers are set forth in its written charter, which is included in Exhibit B. The Nominating Committee met on July 29, 2026 to discuss the credentials of the Nominees and after careful consideration of each Nominee’s background information the Committee recommended each Nominee for election by shareholders at this Special Meeting.

The Qualified Legal Compliance Committee is comprised of all the Independent Trustees. The QLCC receives, investigates, and makes recommendations as to the appropriate remedial action in connection with any report of evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Trust, its officers, Trustees, or agents. The QLCC did not meet during the Fund’s last fiscal year ended March 31, 2026.

Risk Oversight

As an integral part of its responsibility for oversight of the Fund in the interests of Shareholders, the Board of Trustees, as a general matter, oversees risk management of the Trust’s investment programs and business affairs. The function of the Board of Trustees with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Fund. The Board of Trustees recognizes that: (i) not all risks that may affect the Fund can be identified; (ii) it may not be practical or cost-effective to eliminate or mitigate certain risks; (iii) it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals; and (iv) the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees that may relate to risk management matters are typically summaries of the relevant information.

The Board of Trustees exercises oversight of the risk management process primarily through its committee structure, and through oversight by the Board of Trustees itself. The Fund faces a number of risks, such as investment-related and compliance risks. The investment adviser’s personnel seek to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Fund. Under the overall supervision of the Board of Trustees or the applicable Committee of the Board of Trustees, the Fund and the investment adviser employ a variety of processes, procedures and controls to identify such possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Fund’s Chief Compliance Officer, as well as various personnel of the investment adviser and other service providers such as the Fund’s independent accountants, may report to the Trust’s various committees and/or to the Board of Trustees with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto.

The Board unanimously recommends that shareholders of the Fund vote “FOR” each Trustee Nominee.

PROPOSAL 2:

TO APPROVE AN INVESTMENT ADVISORY AGREEMENT

Background

On July 28, 2026, the principals of Thirdline Capital Management, LLC ("Thirdline”), the Fund’s current investment adviser, entered into an agreement with NFM whereby they have agreed to sell all of their outstanding interests of Thirdline to NFM (the “Transaction”). The closing of the Transaction is contingent upon shareholders approving this proposal - Proposal 2.

 As required by Section 15(b) of the 1940 Act, the investment advisory agreement between the Trust and Thirdline automatically terminates if Thirdline experiences a direct or indirect change in control.  In effect, this provision requires the Fund’s shareholders to vote on an investment advisory agreement whenever the ownership control of the Fund’s investment adviser changes.  The provision is designed to ensure that shareholders have a say in determining the company or people that manage their fund.

The solicitation of shareholder votes on Proposal 2 to approve an investment advisory agreement for the Fund is required because Thirdline will undergo a change of control when the Transaction closes. To ensure continuation of the advisory services provided to the Fund, the Transaction is scheduled to close upon shareholders’ approval of Proposal 2 and, upon such approval, the new investment advisory agreement will take effect. If Proposal 2 is not approved, Thirdline intends to remain serving as investment adviser to the Fund under the Current Agreement and the Transaction will not close.

Northmarq Fund Management, LLC

Northmarq Fund Management, LLC, 4949 Meadows Road, Suite 490, Lake Oswego, Oregon 97035, is a limited liability company organized in the state of Oregon. In addition to seeking approval by shareholders to serve as investment adviser to the Fund, NFM provides investment management services to U.S. collective investment vehicles that invest in various forms of real estate related investments.

NFM started operations in October 2002, and is wholly owned by Northmarq Companies, LLC, which in turn is wholly owned by the Pohlad Companies, LLC. Pohlad Companies function as a family office investing in commercial real estate, robotics and automation, consumer products, healthcare, energy, logistics and distribution, food and beverage and sports and entertainment. The address and principal occupation of each principal executive officer of NFM are set forth in the table below.

Each person listed below is a Trustee and/or officer of the Trust and is, or will be, an employee of NFM following shareholder approval of Proposal 2:

The Current Agreement

Thirdline has served as the Fund’s investment adviser since the Fund began operations in September 2021, pursuant to the Current Agreement. The Current Agreement was initially approved by the Board for a term of two years on August 12, 2021, and was also approved by the Fund’s initial shareholder prior to the Fund’s inception date in September 2021. The Board most recently approved the continuance of the Current Agreement on July 29, 2026. The latest approval covers an additional annual period, if necessary, or the Current Agreement will terminate upon shareholder approval of Proposal 2 - the New Agreement.

For providing these services, Thirdline receives a fee from the Fund, accrued daily and paid monthly, at an annual rate equal to 0.98% of the Fund’s average daily net assets. In addition, Thirdline has entered into an Expense Limitation Agreement with the Fund that calls for Thirdline to waive its advisory fee and/or pay or reimburse the ordinary annual operating expenses of the Fund (including organization and offering costs, but excluding brokerage commissions, dividend expense on securities sold short, borrowing costs related to short-selling securities, interest expense, acquired fund fees and expenses, and extraordinary or non-routine expenses such as litigation expenses, taxes related to a failure to qualify as a REIT or meet distribution requirements and IRS or federal agency fees or charges, any fees related to directly-held property by the Fund, which includes investments through a joint-venture or wholly-owned subsidiary) to the extent necessary to limit the Fund’s Operating Expenses to 1.50% of the Fund’s average daily net assets. Pursuant to the Expense Limitation Agreement, Thirdline is entitled to seek reimbursement from the Fund of fees waived or expenses paid or reimbursed to the Fund for a period ending three years after the date of the waiver, payment or reimbursement, subject to the limitation that a reimbursement will not cause the Fund’s Operating Expenses to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or expenses paid or reimbursed, or (b) the expense limitation amount in effect at the time of the reimbursement. The Expense Limitation Agreement shall become effective and shall remain in effect for one year from the effective date of the advisory agreement and thereafter shall continue in effect from year to year for successive one-year periods provided that such continuance is approved at least annually by the Board, unless sooner terminated.

The following table shows the gross advisory fees paid, advisory fees waived and/or reimbursed and net advisory fees received by Thirdline during the most recent three fiscal years ended March 31, 2024, 2025, and 2026.

The previously waived and/or reimbursed fees will not be recoverable following the termination of the Current Agreement.

The Terms of the New Agreement

At its July 29, 2026 meeting, the Board, including a majority of the Independent Trustees, reviewed and approved the New Agreement between NFM and the Trust, on behalf of the Fund, and recommended that shareholders approve the New Agreement. It is anticipated that, if approved by shareholders, the New Agreement will become effective on the shareholder meeting date, or as soon as reasonably possible thereafter, including any adjournments or postponements (the “Effective Date”). The New Agreement is identical to the Current Agreement, except with respect to the parties to the agreement and the date of the agreement.

Set forth below is a summary of all material terms of the New Agreement. The form of the New Agreement is included as Exhibit C. The summary of all material terms of the New Agreement below is qualified in its entirety by reference to the form of New Agreement included as Exhibit C.

Fees. Fees under the New Agreement will be calculated at the same rate as those charged under the Current Agreement. The annual rate paid by the Fund is equal to 0.98% of its average daily net assets. In addition, NFM has agreed to continue the Fund’s current expense limitation agreement with the Fund that calls for NFM to waive its advisory fee and/or pay or reimburse the ordinary annual operating expenses of the Fund (including organization and offering costs, but excluding brokerage commissions, dividend expense on securities sold short, borrowing costs related to short-selling securities, interest expense, acquired fund fees and expenses, and extraordinary or non-routine expenses such as litigation expenses, taxes related to a failure to qualify as a REIT or meet distribution requirements and IRS or federal agency fees or charges, any fees related to directly-held property by the Fund, which includes investments through a joint-venture or wholly-owned subsidiary) to the extent necessary to limit the Fund’s Operating Expenses to 1.50% of the Fund’s average daily net assets. Pursuant to the expense limitation agreement, NFM will be entitled to seek reimbursement from the Fund of fees waived or expenses paid or reimbursed to the Fund for a period ending three years after the date of the waiver, payment or reimbursement, subject to the limitation that a reimbursement will not cause the Fund’s Operating Expenses to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or expenses paid or reimbursed, or (b) the expense limitation amount in effect at the time of the reimbursement. The Expense Limitation Agreement shall become effective and shall remain in effect for at least two years from the effective date of the New Agreement and thereafter shall continue in effect from year to year for successive one-year periods provided that such continuance is approved at least annually by the Board, unless sooner terminated.

Services. The New Agreement would require NFM to provide the same services as provided under the Current Agreement. For example, NFM will be responsible for selecting portfolio securities for investment by the Fund, purchasing and selling securities for the Fund and placing orders for the execution of such portfolio transactions.

Duration and Termination. The New Agreement has the same duration and termination provisions as the Current Agreement. The New Agreement. if approved by shareholders, will continue in effect for an initial period of two years and from year to year thereafter, provided that its continuance is specifically approved by the Board of Trustees or by a vote of a majority of the outstanding shares of the Fund. In either event the continuance of the New Agreement must also be approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting on such continuance. The New Agreement may be terminated at any time upon 60 days’ written notice, without payment of any penalty by the Board of Trustees, by a vote of the majority of the outstanding voting securities of the Fund, or by NFM. The New Agreement will automatically terminate in the event of its assignment.

Standard of Care. The New Agreement subjects NFM to the same standard of care and liability that applies to Thirdline under the Current Agreement. The New Agreement, like the Current Agreement, provides that NFM will not be liable for any act or omission in connection with the services that it provides to the Fund or for any losses that may be sustained, absent NFM’s willful misfeasance, bad faith or gross negligence, or its reckless disregard of its obligations and duties under the New Agreement.

Evaluation by the Board of Trustees

At a meeting held on July 29, 2026, the Board of Trustees unanimously approved the New Agreement. The Trustees were advised by legal counsel of their statutory, fiduciary and other legal obligations in evaluating and approving the New Agreement and the Trustees requested such information from NFM as they deemed reasonably necessary to evaluate the terms of the New Agreement and whether the New Agreement is in the best interests of the Fund and its shareholders. The Trustees reviewed: (i) the investment performance of the Fund; (ii) the nature, extent and quality of the services to be provided by NFM; (iii) the costs of the services provided and the profits, if any, realized by NFM and its affiliates from its relationship with the Fund; (iv) the extent to which economies of scale will be realized as the Fund grows; (v) whether fee levels reflect these economies of scale for the benefit of the Fund’s shareholders; and (vi) whether the Fund’s advisory fee is reasonable in comparison to fees paid by other funds in its peer group and in absolute terms. The Trustees reviewed the background, qualifications, education and experience of NFM’s primary investment and key operational personnel. The Trustees discussed and considered the quality of administrative and other services to be provided to the Trust, NFM’s compliance program, and NFM’s role in coordinating such services and programs. The Independent Trustees were advised by experienced legal counsel throughout the process. Prior to voting, the Independent Trustees reviewed the proposed New Agreement with management and also met in a private session with legal counsel at which no representatives of NFM were present.

Nature, extent and quality of services

The Board considered the responsibilities of NFM under the New Agreement and the services provided including, without limitation, the process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations; the coordination of services for the Fund among the service providers, and the marketing efforts of NFM to promote the Fund and grow assets. The Board considered: NFM’s staffing, personnel, and methods of operating, the education and experience of its personnel, and its compliance programs, policies and procedures. The Board considered NFM’s experience investing in real estate related investments and its decision to retain the Fund’s current portfolio manager who has consistently demonstrated the ability to provide high quality service to the Fund. The Board also considered the strong financial condition of NFM and the firm’s willingness to extend the expense limitation agreement for the Fund. The Board considered NFM’s compliance program and its efforts to ensure compliance with applicable law and regulations. They considered NFM’s commitment to dedicating considerable resources and/or assets to assist with the valuation of the Fund’s investments. After reviewing the foregoing and further information from NFM, the Board concluded that the personnel at NFM have the experience and expertise to provide the Fund with the quality, extent, and nature of the services required by the New Agreement.

Investment Results

The Board considered the Fund’s investment performance over various periods compared to its primary benchmark and the performance of the Fund and its Morningstar peer group. The Board noted that the Fund underperformed the average performance of its Morningstar peer group for the one-year and two-year periods ended May 31, 2026, but outperformed the Morningstar peer group for the three-year period. The Board considered NFM’s management of other accounts that invest in real estate, noting that, based on representations from NFM, these accounts do not follow the same strategy that is being used on behalf of the Fund. The Board did acknowledge the investment management and/or real estate development, financing and acquisition experience and compliance and operational experience of the team of professionals at NFM and how that will contribute to the Fund’s future performance. The Board concluded that NFM was positioned to provide the Fund with high quality investment management consistent with the long-term investment strategy being pursued by the Fund.

Advisory fees and total expenses

The Board considered how the Fund’s management fee compares to other similar funds, noting that the Fund’s management fee was lower than the average management fee charged by its Morningstar peer group. They also compared the Fund’s expense ratio (before and after the application of the expense limitation) to the similar funds finding that the Fund’s net expense ratio was slightly lower than the average net expense ratio for its Morningstar peer group. The Board also discussed the differences in the Fund’s investment strategy from the peer group, noting that NFM believes the Fund’s investment strategy is more operationally complex and expensive to operate. They noted that the Fund has more exposure to direct investments in real estate than many of its peers, which is expensive to source, evaluate and value. They discussed the considerable internal resources that will be dedicated by NFM as it relates to valuation and the expected out-of-pocket expenses of NFM as it relates to the valuation process. Following this comparison and upon further consideration and discussion of the foregoing, the Board concluded that the fees to be paid to NFM are fair and reasonable.

Economies of Scale

The Board considered the Fund’s fee arrangements with NFM, noting that the advisory fee does not include a breakpoint but that the expense limitation agreement would have the effect of capping the Fund’s expenses at a certain level. Following further discussion of the Fund’s projected asset levels, expectations for growth, and levels of fees, the Board concluded that it was premature to meaningfully evaluate the potential economies of scale given the Fund’s current net assets.

Possible Conflicts of Interest

The Board considered such matters as: the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund; the substance and administration of the Code of Ethics and other relevant policies described in NFM’s compliance policies and procedures, such as personal conduct policies, personal trading policies, risk management and internal controls. The Board also considered potential benefits for NFM in managing the Fund. The Board noted that NFM represented that it does not anticipate utilizing soft dollars or commission recapture with regard to the Fund. Following further consideration and discussion, the Board indicated that NFM’s standards and practices relating to the identification and mitigation of potential conflicts of interest, as well as the benefits to be derived by NFM from managing the Fund were satisfactory.

Conclusion

Based upon NFM’s presentation and the materials provided in support of the New Agreement, the Board concluded it would be in the best interest of the Fund and its members to approve the New Agreement. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve the New Agreement. Rather, the Trustees concluded, in light of a weighing and balancing of all factors considered, that it would be in the best interests of the Fund and its shareholders to approve the New Agreement for an initial two-year period and recommend such approval to shareholders.

Section 15(f) of the 1940 Act

The Board, Thirdline and NFM intend for the change of control described herein to come within the safe harbor provided by Section 15(f) of the 1940 Act. Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a change of control of the investment adviser, provided that two conditions are satisfied.

First, an "unfair burden" may not be imposed on the investment company as a result of the change of control, or any express or implied terms, conditions or understandings applicable thereto. The term "unfair burden," as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment adviser (or predecessor or successor adviser), or any "interested person" of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). No such compensation arrangements are contemplated as a result of the change of control described herein.

Second, during the three-year period after the change of control, at least 75% of the members of the investment company's board of trustees cannot be "interested persons" (as defined in the 1940 Act) of the investment adviser or its predecessor. Assuming the Proposals are approved, Mr. Eiben, an Interested Trustee, will step down as an Interested Trustee, leaving at least 75% of the Trustees as Independent Trustees of the Fund. The Trust will use its reasonable best efforts to ensure that at all times at least 75% of the Trustees are not "interested persons" for the three-year period following the change of control.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE PROPOSAL 2 - THE NEW AGREEMENT.

Outstanding Shares and Voting Requirements

The Board of Trustees has fixed the close of business on August 11, 2026 (the “Record Date”) as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting of shareholders or any adjournment thereof. As of the Record Date, there were 6,045,523.950 shares of beneficial interest, no par value, of the Fund outstanding. All full shares of the Fund are entitled to one vote, with proportionate voting for fractional shares. In addition, there are no appraisal or dissenters’ rights associated with the Proposals.

Proposal 1 - The Trustee Nominees will be elected to the Board by the affirmative vote of a plurality of the votes cast (at the Meeting at which a quorum exists) by the shareholders of the Fund. Under the plurality vote standard, Trustee positions are filled by nominees who receive the largest number of votes until all vacancies are filled. Abstentions will not be counted as shares voted with respect to this proposal, but they will count toward the establishment of a quorum. The New York Stock Exchange ("NYSE") considers a trustee election proposal to be a routine matter, and therefore a broker may use its discretionary power to vote on Proposal 1.

Proposal 2 - The vote of a majority of the outstanding shares of the Fund is required for approval of Proposal 2. The vote of a majority of the outstanding shares means the vote of the lesser of (1) 67% or more of the shares present or represented by proxy at the meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of the Fund. The NYSE considers the approval of a new investment advisory agreement to be a non-routine matter, and therefore a broker may not use its discretionary power to vote on Proposal 2.

If Proposal 2 is not approved by the Fund’s shareholders, the Board will consider alternatives for the Fund and take such action it deems necessary and in the best interest of such Fund and its shareholders, which may include further solicitation of the Fund’s shareholders to approve either the New Agreement or Thirdline will continue to manage the Fund under the Current Agreement and the Transaction will not close.

Information on the Operation of the Fund and its Service Providers

The Trust is a statutory trust that was formed under the laws of the State of Delaware. The Fund is registered with the SEC under the Securities Act and the Investment Company Act as a closed-end, non-diversified management investment company operating as an “interval fund.” The Fund has and intends to continue to be taxed as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).

Distribution of Shares. Distribution Services, LLC (the “Distributor”), 190 Middle Street, Suite 301, Portland, Maine 04101, serves as the Fund’s principal underwriter.

Administration, Accounting and Transfer Agent Services. The Fund has entered into agreements with UMB Fund Services, Inc. (the “Administrator”) to provide it with certain administrative, accounting and transfer agent service services. The Administrator’s principal business address is 235 West Galena Street, Milwaukee, Wisconsin 53212. The Administrator is an affiliate of the Custodian.

Custodian. UMB Bank, n.a. (the “Custodian”), serves as the primary custodian of the assets of the Fund, The Custodian’s principal business address is 1010 Grand Blvd., Kansas City, MO 64106. The Custodian is an affiliate of the Administrator. 

Independent Accountants. The Trust’s Audit Committee, which is comprised of the Independent Trustees, has selected RSM US LLP, 80 City Square, Boston, MA 02129 (“RSM”) as the independent registered public accounting firm to audit and certify the Fund’s financial statements. Pursuant to the 1940 Act, the Fund’s shareholders are not being asked at this time to ratify the selection of RSM. Representatives of RSM will not be present at the Special Meeting.

Audit Fees. The aggregate fees billed by RSM to the Trust for the fiscal years ended March 31, 2026 and March 31, 2025 were $131,250 and $132,500, respectively.

Audit-Related Fees. The aggregate fees billed by RSM to the Trust for the fiscal years ended March 31, 2026 and March 31, 2025 were $0 and $0, respectively.

Tax Fees. The aggregate fees billed by RSM to the Trust for the fiscal years ended March 31, 2026 and March 31, 2025 were $0 and $0, respectively.

For each of the Fund’s two most recently completed fiscal years, no fees were billed by RSM to the Fund that would be disclosed under the caption “All Other Fees.”

Pre-Approval Policies of the Audit Committee. The Audit Committee Charter requires the Audit Committee to be responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) pre-approve all audit services and, when appropriate, any non-audit services provided by the independent auditors to the Trust, (iv) pre-approve, when appropriate, any non-audit services provided by the independent auditors to the Trust's investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser and that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust, and (v) receive the auditors’ specific representations as to their independence. During the audit of the Fund’s financial statements for its most recent fiscal year end, less than 50% of the hours expended on the principal accountant’s engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees. RSM performed no services for the Trust’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust.

Annual Report and Proxy Statement. The Fund will furnish, without charge, a copy of its most recent annual report upon request. In Form N-CSR, you will find the Fund’s annual and semi-annual financial statements. To request the annual report, please call toll free at 1- (877) 771-7715, or write Thirdline Real Estate Income Fund, P.O. Box 2175, Milwaukee, Wisconsin 53201. The Fund’s Annual Report and Proxy Statement are available for download at www.thirdlinefunds.com.

Additional Voting Information

A quorum is the number of shares legally required to be at a meeting in order to conduct business. The presence, in person or by proxy, of more than one-third of the Fund’s outstanding shares is necessary to constitute a quorum at the meeting. If the meeting is called to order but a quorum is not represented at the meeting, the persons named as proxies may vote those proxies that have been received to adjourn the meeting to a later date. If a quorum is present at the meeting but sufficient votes to approve a proposal described herein are not received, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the meeting in person or by proxy. The persons named as proxies will vote those proxies received that voted in favor of a proposal in favor of such adjournment and will vote those proxies received which voted against a proposal against any such adjournment.

If a proxy is properly executed and returned marked with an abstention, the Fund shares represented thereby will be considered to be present at the Meeting for the Fund for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote "FOR" the proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite approval for a Proposal.

Broker-dealer firms holding shares of the Fund in "street name" for the benefit of their clients will request the instructions of such clients on how to vote their shares before the Meeting. A broker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a client prior to the date specified in the broker-dealer firm's request for voting instructions may not submit a proxy on behalf of such client's shares with respect Proposal 2; however, since Proposal 1 is considered a routine matter broker-dealer firm’s may vote such client’s shares as it relates to that proposal only. Broker non-votes, if any, would be counted as shares present and entitled to vote for purposes of determining whether a quorum is present, but would not be counted as a vote in favor of the proposal.

The Trustees of the Fund intend to vote all of their shares in favor of each proposal described herein. All Trustees and officers as a group owned of record or beneficially approximately 6.8% of the Fund’s outstanding shares on the Record Date.

Principal Shareholder

As of the Record Date, Charles Schwab & Co., Inc., 3000 Schwab Way, Westlake, Texas 76262, owned of record 4,776,786.213 shares, or 79.01% of the outstanding shares of the Fund. Since Schwab’s ownership is in record form it is not considered a “control” shareholder for purposes of this shareholder meeting. The Fund is not aware of a shareholder that owns beneficially more than 5% of the Fund’s outstanding shares.

Trustees’ Ownership of Fund Shares

The following table shows the ownership of Fund shares, either of record or beneficially, by each Trustee/Nominee of the Fund as of the Record Date. The two Trustee/Nominees (i.e., Ms. Guess and Mr. Aguilar) did not own shares of the Fund as of the Record Date.

Other Matters

The proxy holders have no present intention of bringing any other matter before the meeting other than those specifically referred to above or matters in connection with or for the purpose of effecting the same. Neither the proxy holders nor the Board of Trustees are aware of any matters which may be presented by others. If any other business shall properly come before the meeting, the proxy holders intend to vote thereon in accordance with their best judgment.

The Trust has not received any shareholder proposals to be considered for presentation at the meeting. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals may, under certain conditions, be included in the Trust's proxy statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust's proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not insure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Lawrence Eiben, Secretary of Thirdline Real Estate Income Fund, 1810 MacTavish Ave, Richmond, Virginia 23230.

Date: August 14, 2026

Please complete, date and sign the enclosed proxy card and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. You may also vote your shares via the Internet or by telephone. Please see your proxy card for information on how to vote your shares via the internet or telephone.

EXHIBIT A

Audit Committee Charter

Thirdline Real Estate Income Fund

Adopted: August 2021

A. Committee Membership

There shall be a committee of the Board of Trustees (the “Board”) of the Thirdline Real Estate Income Fund (the “Trust”) to be known as the Audit Committee. Audit Committee members shall be independent of the Trust and free of any relationship that, in the opinion of the Independent Trustees, as defined by the Investment Company Act of 1940, would interfere with their exercise of independent judgment as a committee member.

The Board shall appoint an Independent Trustee to serve as the Chairman of the Committee until such time that he or she resigns such position, is no longer a member of the Committee or is removed by a majority vote of the Board. The Board shall promptly appoint an Independent Trustee to fill a vacancy in the position of the Chairman.

The Board will select additional Independent Trustees to serve on the Committee. The members of the Committee will serve at the pleasure of the Board, which may periodically recommend changes in the composition of the members of the Committee.

The Board shall annually determine whether any Audit Committee member is an “audit committee financial expert.”

B. Objectives of the Committee and Statement of Policy

The Audit Committee shall:

The Audit Committee shall meet periodically with management of the Adviser and the Trust’s independent auditors, in separate executive sessions. The independent auditors for the Trust shall report directly to the Audit Committee. ¹

Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Trust’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations or to ensure compliance with laws and regulations. In discharging its duties, the Audit Committee may rely on the independent auditors, the Trust’s chief financial officer or compliance officer, principal financial officer, Treasurer or any legal or accounting consultant it retains to advise it.

C. Committee Responsibilities

Fund management has the primary responsibility to establish and maintain systems for accounting, reporting and internal control.

The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. The independent auditors are ultimately accountable to the Board and Audit Committee. It is the direct responsibility of the Audit Committee to select, retain, evaluate, and replace the independent auditors and to determine their compensation.

In carrying out its responsibilities the Audit Committee believes its policies and procedures should remain flexible, to react to changing conditions and requirements applicable to the Trust.

The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to one or more members or a subcommittee. Any decision of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting.

The Audit Committee is responsible for the following:

Fund Financial Statements:

With respect to the independent auditors:

Developing appropriate policies and procedures for the pre-approval of the engagement of the Trust’s independent auditors to provide any of the services described above.

Considering whether the non-audit services the Trust’s independent auditors provide to the Adviser or any Adviser affiliate that provides ongoing services to the Trust, to the extent not pre-approved, are compatible with maintaining the auditors’ independence.

Considering the controls that the independent auditors use and any measures management takes to assure that all items requiring the Audit Committee’s preapproval are identified and referred to the Audit Committee in a timely manner.

Other responsibilities:

D. Other Powers and Responsibilities

EXHIBIT B

Nominating and Corporate Governance Committee Charter

Thirdline Real Estate Income Fund

Adopted: August, 2021

APPENDIX A TO THE NOMINATING AND CORPORATE

GOVERNANCE COMMITTEE CHARTER

THRDLINE REAL ESTATE INCOME FUND

PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

Evaluation of Candidates. In evaluating a candidate for a position on the Board of Trustees, including any candidate recommended by shareholders of the Trust, the Nominating and Corporate Governance Committee shall consider the following: (i) the candidate’s knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the candidate as a director or senior officer of public companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the candidate’s ability to qualify as an Independent Trustee and any other actual or potential conflicts of interest involving the candidate and the Trust; and (viii) such other factors as the Nominating and Corporate Governance Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies. Prior to making a final recommendation to the Board, the Nominating and Corporate Governance Committee shall conduct personal interviews with those candidates it concludes are the most qualified candidates

EXHIBIT C

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of this [      ] day of [                 2026 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 Northmarq Fund Management, LLC (the “Advisor”), an Oregon limited liability company.

WITNESSETH

WHEREAS, the Board of Trustees (the “Board”) of the Trust has selected the Advisor to act as investment advisor to the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Advisor do hereby agree as follows:

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers effective as of the Effective Date noted on each Schedule A to this agreement.

SCHEDULE A

Investment Advisory Agreement

between

Thirdline Real Estate Income Fund (the "Fund") and

Northmarq Fund Management, LLC (the "Advisor")

The Fund will pay to the Advisor as compensation for the Advisor’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the Trust in accordance the following fee schedule:

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers effective as of the Effective Date noted in the Schedule A above.

EXHIBIT D

FORM OF PROXY CARD