Common use of Allocation of Costs and Expenses Clause in Contracts

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser for any such costs and expenses that have been paid by the Adviser, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (r) fees and expenses of Independent Trustees (as defined below); (s) overhead costs, including rent, office supplies, utilities and capital equipment; (t) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (u) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (v) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (w) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (x) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (z) brokerage commissions for the Company’s investments; (aa) computer software specific to the business of the Company; (bb) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the Adviser, or by any affiliate thereof that the Adviser has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser or any affiliate thereof in performing the Adviser’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master Fund’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring monitoring, servicing and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the Adviser’s Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s Company's and any feeder fund of the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (dc) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (ed) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (e) reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of certain employees of the Advisor that provide management services to the Company or certain of its investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s investments; (no) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (rq) fees and expenses of Independent Trustees (as defined below); (sr) overhead costs, including rent, office supplies, utilities and capital equipment; (ts) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (ut) costs of fidelity bond, trustees directors and officers/errors and omissions liability insurance and other insurance premiums; (vu) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wv) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xw) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yx) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zy) brokerage commissions for the Company’s investments; (aaz) computer software specific to the business of the Company; (bbaa) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ddbb) the costs of responding to regulatory requests; (eecc) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s business; (ffdd) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the AdviserAdvisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (ggee) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master FundCompany’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring monitoring, servicing and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the Adviser’s Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Master Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Co-Advisor for any such costs and expenses that have been paid by the AdviserCo-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Co-Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Co-Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserCo-Advisor, or by any affiliate thereof that the Adviser Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Co-Advisor or any affiliate thereof in performing the Adviser’s Co-Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser for any such costs and expenses that have been paid by the Adviser, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (r) fees and expenses of Independent Trustees (as defined below); (s) overhead costs, including rent, office supplies, utilities and capital equipment; (t) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (u) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (v) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (w) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (x) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (z) brokerage commissions for the Company’s investments; (aa) computer software specific to the business of the Company; (bb) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the Adviser, or by any affiliate thereof that the Adviser has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser or any affiliate thereof in performing the Adviser’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master Fund’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Co-Advisor for any such costs and expenses that have been paid by the AdviserCo-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Co-Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Co-Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserCo-Advisor, or by any affiliate thereof that the Adviser Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Co-Advisor or any affiliate thereof in performing the Adviser’s Co-Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Master Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the Adviser’s Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser Advisor and any custodian or other agent engaged by the Company; (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company); (yz) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the AdviserAdvisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Fund’s and the Master FundCompany’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the Adviser’s Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Master Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (dc) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (ed) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (fe) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (f) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (rp) fees and expenses of Independent Trustees (as defined below); (sq) overhead costs, including rent, office supplies, utilities and capital equipment; (tr) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (us) costs of fidelity bond, trustees directors and officers/errors and omissions liability insurance and other insurance premiums; (vt) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wu) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xv) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yw) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zx) brokerage commissions for the Company’s investments; (aay) computer software specific to the business of the Company; (bbz) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ddaa) the costs of responding to regulatory requests; (eebb) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s business; (ffcc) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the AdviserAdvisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (ggdd) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master FundCompany’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser Advisor and any custodian or other agent engaged by the Company; (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company); (yz) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (ccdd) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ddee) the costs of responding to regulatory requests; (eeff) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s business; (ffgg) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the AdviserAdvisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gghh) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the FundCompany’s and the NorthStar Real Estate Capital Income Master Fund’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Co-Advisor for any such costs and expenses that have been paid by the AdviserCo-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Co-Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (ccdd) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ddee) the costs of responding to regulatory requests; (eeff) routine non-compensation overhead expenses of the Adviser Co-Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ffgg) all other expenses incurred by the Company or the AdviserCo-Advisor, or by any affiliate thereof that the Adviser Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Co-Advisor or any affiliate thereof in performing the Adviser’s Co-Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gghh) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Master Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser Advisor and any custodian or other agent engaged by the Company; (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company); (yz) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (ccdd) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ddee) the costs of responding to regulatory requests; (eeff) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s business; (ffgg) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the AdviserAdvisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gghh) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Fund’s and the Master FundCompany’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a subsidiary’s investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser Advisor and any custodian or other agent engaged by the Company; (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company); (yz) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the AdviserAdvisor’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the FundCompany’s and the NorthStar Real Estate Capital Income Master Fund’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser for any such costs and expenses that have been paid by the Adviser, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (r) fees and expenses of Independent Trustees (as defined below); (s) overhead costs, including rent, office supplies, utilities and capital equipment; (t) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (u) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (v) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (w) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (x) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company); (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (z) brokerage commissions for the Company’s investments; (aa) computer software specific to the business of the Company; (bb) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the Adviser, or by any affiliate thereof that the Adviser has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser or any affiliate thereof in performing the Adviser’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master Fund’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser for any such costs and expenses that have been paid by the Adviser, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company; (j) all costs associated with the provision of information technology services; (k) federal and any state registration or notification fees; (l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (m) interest payable on debt, if any, incurred to finance the Company’s investments; (n) transfer agent and custodial fees; (o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events); (p) all costs of registration and listing the Company’s securities on any securities exchange; (q) federal, state and local taxes; (r) fees and expenses of Independent Trustees (as defined below); (s) overhead costs, including rent, office supplies, utilities and capital equipment; (t) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (u) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (v) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (w) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (x) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company); (y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (z) brokerage commissions for the Company’s investments; (aa) computer software specific to the business of the Company; (bb) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser and or any affiliate thereof in connection with administering the Company’s business; (ff) all other expenses incurred by the Company or the Adviser, or by any affiliate thereof that the Adviser has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser or any affiliate thereof in performing the Adviser’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master Fund’s respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Advisor for any such costs and expenses that have been paid by the AdviserAdvisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring monitoring, servicing and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (dd) the costs of responding to regulatory requests; (ee) routine non-compensation overhead expenses of the Adviser Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ff) all other expenses incurred by the Company or the AdviserAdvisor, or by any affiliate thereof that the Adviser Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Advisor or any affiliate thereof in performing the Adviser’s Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Master Fund’s 's and the Master Fund’s Company's respective organizational documents.

Allocation of Costs and Expenses. The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser Co-Advisor for any such costs and expenses that have been paid by the AdviserCo-Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to: (a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s 's other securities and incurrences of indebtedness, subject to limitations included in this Agreement; (b) the cost of calculating the Company’s 's net asset value, including the cost and expenses of any third-party valuation services; (c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company; (d) expenses incurred by the Adviser Co-Advisor or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel); (e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments; (f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts; (g) fees payable to third parties relating to, or associated with, making, monitoring, servicing and disposing of a Subsidiary's investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments for a Subsidiary; (h) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs); (hi) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ij) all costs and charges for equipment or services used in communicating information regarding the Company’s 's transactions among the Adviser Co-Advisor and any custodian or other agent engaged by the Company (jk) all costs associated with the provision of information technology services; (kl) federal and any state registration or notification fees; (lm) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders; (mn) interest payable on debt, if any, incurred to finance the Company’s 's investments; (no) transfer agent and custodial fees; (op) fees and expenses associated with the Company’s 's marketing efforts (including travel and attendance at investment conferences and similar events); (pq) all costs of registration and listing the Company’s 's securities on any securities exchange; (qr) federal, state and local taxes; (rs) fees and expenses of Independent Trustees (as defined below); (st) overhead costs, including rent, office supplies, utilities and capital equipment; (tu) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; (uv) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums; (vw) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs; (wx) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Sxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws; (xy) internal legal expenses (including those expenses associated with preparing the Company’s 's public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company) (yz) costs associated with the Company’s 's reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs; (zaa) brokerage commissions for the Company’s 's investments; (aabb) computer software specific to the business of the Company; (bbcc) any unreimbursed expenses incurred in connection with transactions not consummated; (ccdd) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); (ddee) the costs of responding to regulatory requests; (eeff) routine non-compensation overhead expenses of the Adviser Co-Advisor and or any affiliate thereof in connection with administering the Company’s 's business; (ffgg) all other expenses incurred by the Company or the AdviserCo-Advisor, or by any affiliate thereof that the Adviser Co-Advisor has arranged to provide services to the Company, in connection with the administration of the Company’s 's business, including expenses incurred by the Adviser Co-Advisor or any affiliate thereof in performing the Adviser’s Co-Advisor's obligations under this Agreement and the reimbursement of the allocable portion of the compensation of the Company’s 's chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser Co-Advisor or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and (gghh) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the NorthStar Real Estate Capital Income Fund’s 's and the Master Fund’s Company's respective organizational documents.