0001144204-17-059724 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • Colorado

THIS AGREEMENT is made as of ______ __, 2017, between NorthStar Real Estate Capital Income Fund-C, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NORTHSTAR REAL ESTATE CAPITAL INCOME MASTER FUND AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • New York

This Amended and Restated Investment Advisory Agreement (this "Agreement") is made as of May , 2017 with an effective date as of February 23, 2017, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME MASTER FUND, a Delaware statutory trust (the "Company"), and CNI RECF Advisors, LLC, a Delaware limited liability company (the "Advisor"). This Agreement amends and restates that certain Investment Advisory Agreement, dated as of May 6, 2016, by and between the Company and NSAM B-RECF Ltd. (the "Prior Agreement"). Upon execution and delivery of this Agreement, the Prior Agreement shall be automatically deemed to have been amended and restated as provided herein, and this Agreement shall be in full force and effect.

AGENCY AGREEMENT
Agency Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • New York

THIS AGENCY AGREEMENT (“Agreement”) made the 9th day of July, 2014 (the “Execution Date”), to be effective as of the first day of the calendar month containing the Execution Date (the “Effective Date”), by and between, NORTHSTAR REAL ESTATE INCOME TRUST, INC., a corporation organized under the laws of the State of Maryland, with offices at 399 Park Avenue, 18th Floor, New York, NY 10022, NORTHSTAR REAL ESTATE INCOME II, INC., a corporation organized under the laws of the State of Maryland, with offices at the address previously set forth, NORTHSTAR HEALTHCARE INCOME, INC., a corporation organized under the laws of the State of Maryland, with offices at the address previously set forth, each of which corporations are sponsored by NORTHSTAR REALTY FINANCE CORP. (“NRF”), a Maryland corporation, or NORTHSTAR ASSET MANAGEMENT GROUP INC. (“NSAM,” and together with NRF, “NorthStar”), a Delaware corporation, and any other real estate investment trusts hereinafter set forth on Exhibit A-2, atta

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and ___________________________________, a _________________________ company having its principal place of business ________________________________________________________ (hereinafter “Broker/Dealer”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • Delaware

This Expense Support and Conditional Reimbursement Agreement (the "Agreement") is made this day of 2017, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-C, a Delaware statutory trust (the "Fund"), and COLONY NORTHSTAR FV HOLDINGS, LLC, a Delaware limited liability company ("Colony NorthStar FV").

FORM OF WHOLESALE MARKETING AGREEMENT
Wholesale Marketing Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • Colorado

THIS AGREEMENT is entered into effective as of the __day of _________, by and among ALPS Distributors, Inc., a Colorado corporation (the “Distributor”) and NorthStar Securities, LLC, a Delaware limited liability company (“NorthStar”).

Amendment No. 2 to the Wholesale Marketing Agreement
Wholesale Marketing Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C

This Amendment No. 2 (this “Amendment”), dated as of , to the Wholesale Marketing Agreement is entered into by and between NorthStar Securities, LLC, a Delaware limited liability company (“NorthStar”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement
Administration, Bookkeeping and Pricing Services Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C

This Amendment No. 2 to the Administration, Bookkeeping and Pricing Services Agreement (this “Amendment”), dated and effective November __, 2017 is entered into by and among NorthStar Real Estate Capital Income Master Fund, NorthStar Real Estate Capital Income Fund, NorthStar Real Estate Capital Income Fund-T, NorthStar Real Estate Capital Income Fund-ADV, and NorthStar Real Estate Capital Income Fund-C (the “Funds”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-C SEED CAPITAL INVESTMENT AGREEMENT
Seed Capital Investment Agreement • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C

THIS SEED CAPITAL INVESTMENT AGREEMENT (this "Agreement") is made this day of , 2017, between NorthStar Real Estate Capital Income Fund-C (the "Trust"), a statutory trust organized under the laws of the State of Delaware, and Colony NorthStar FV Holdings, LLC, ("Colony NorthStar FV"), a limited liability company organized under the laws of the State of Delaware.

CNI RECF Advisors, LLC
Agreement to Limit Reimbursements to Adviser • November 16th, 2017 • NorthStar Real Estate Capital Income Fund-C • New York
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