0001398344-19-022934 Sample Contracts

CUSTODY AGREEMENT Dated December 20, 2019 Between UMB BANK, N.A. and CUSTODY AGREEMENT
Custody Agreement • December 23rd, 2019 • 361 Social Infrastructure 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 each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

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DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund • Delaware

THIS AGREEMENT is made and entered into as of this 20th day of December, 2019, by and between 361 Social Infrastructure Fund, a Delaware statutory trust (the “Fund”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 20th day of December, 2019, by and between the 361 Social Infrastructure fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent” or “UMBFS”).

INVESTMENT ADVISORY AGREEMENT BETWEEN 361 Social infrastructure fund AND
Investment Advisory Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of December 20, 2019 is entered into by and between 361 Social Infrastructure Fund, a Delaware statutory trust (the “Fund”) and 361 Infrastructure Partners, LLC a limited liability company (the “Advisor”).

AGREEMENT AND DECLARATION OF TRUST OF 361 SOCIAL INFRASTRUCTURE FUND A Delaware Statutory Trust December 31, 2019
361 Social Infrastructure Fund • December 23rd, 2019

AGREEMENT AND DECLARATION OF TRUST made as of the 11th day of December, 2019, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund

THIS SUBSCRIPTION AGREEMENT is entered into as of the 20th day of December 2019, between 361 Social Infrastructure Fund, a statutory trust organized and existing under the laws of Delaware (the "Fund") and 361 Capital, LLC (the "Purchaser").

CO-ADMINISTRATION AGREEMENT
Administration Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund • Wisconsin

THIS CO-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 20th day of December, 2019, by and between 361 Social Infrastructure Fund, a Delaware statutory trust (the “Trust” or the “Fund”), UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”), and Mutual Fund Administration, LLC, a California corporation (“MFAC”). UMBFS and MFAC are collectively referred to herein as the “Co-Administrators,” in singular or plural usage, as required by context.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund • Wisconsin

THIS AGREEMENT is made as of this 20th day of December, 2019, by and between 361 Social Infrastructure Fund, a Delaware statutory trust (the “Trust” or the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 23rd, 2019 • 361 Social Infrastructure Fund • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is dated as of December 20, 2019, by and between 361 SOCIAL INFRASTRUCTURE FUND, a Delaware statutory trust (the “Fund”), and the investment advisor of the Fund, 361 Infrastructure Partners, LLC (the “Advisor”).

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