0001144204-18-065434 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • Colorado

THIS AGREEMENT is made as of __________, 2019, between CC Real Estate Income Fund-T2, 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 • December 19th, 2018 • CC Real Estate Income Fund-T2 • 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.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NS CAPITAL INCOME MASTER FUND REIT, INC. AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • 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 NS Capital Income Master Fund REIT, Inc., a Maryland corporation (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.

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • 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”).

PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • Colorado

THIS AGREEMENT is made as of , by and among NorthStar Real Estate Capital Income Master Fund, NorthStar Real Estate Capital Income Fund, NorthStar Real Estate Capital Income Fund-T, each organized as Delaware statutory trusts (the “Funds” and each, a “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

WHOLESALE MARKETING AGREEMENT
Wholesale Marketing Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • Colorado

THIS AGREEMENT is entered into effective as of the 24th day of August 2018, by and among ALPS Distributors, Inc., a Colorado corporation (the “Distributor”) and S2K Financial LLC, a Delaware limited liability company (“S2K”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • Delaware

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this day of 2019, by and between CC REAL ESTATE INCOME FUND-T2, a Delaware statutory trust (the “Fund”), and COLONY CAPITAL FV HOLDINGS, LLC, a Delaware limited liability company (“Colony Capital FV”).

Amendment No. 2 to the Wholesale Marketing Agreement
Wholesale Marketing Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2

This Amendment No. 2 (this “Amendment”), dated as of December 4, 2018 (the “Effective Date”), to the Wholesale Marketing Agreement is entered into by and between S2K Financial LLC, a Delaware limited liability company (“S2K”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

Contract
Seed Capital Investment Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2

THIS SEED CAPITAL INVESTMENT AGREEMENT (this "Agreement") is made this day of 2019, between CC Real Estate Income Fund-T2 (the "Trust"), a statutory trust organized under the laws of the State of Delaware, and Colony Capital FV Holdings, LLC, ("Colony Capital FV"), a limited liability company organized under the laws of the State of Delaware.

Contract
Global Custody Agreement • December 19th, 2018 • CC Real Estate Income Fund-T2 • California

This Custodian Agreement (“Agreement”) is made as of , 2016 by and between _______the Master and Feeder Funds listed in the attached Schedule I____________________________________________________________ (each, a "Principal") and MUFG Union Bank, N.A. ("Custodian"). Except as expressly set forth herein, all references in this Agreement to a Principal are to each Principal, individually, as if this Agreement were only between such Principal and the Custodian.

CNI RECF Advisors, LLC
Agreement to Limit Reimbursements to Adviser • December 19th, 2018 • CC Real Estate Income Fund-T2 • New York
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