0001571049-17-001466 Sample Contracts

FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NORTHSTAR REAL ESTATE CAPITAL INCOME FUND AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • February 21st, 2017 • NorthStar Real Estate Capital Income Fund • New York

This Amended and Restated Investment Advisory Agreement (this "Agreement") is made as of 2017, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME 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.

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FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NS CAPITAL INCOME MASTER FUND REIT, INC. AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • February 21st, 2017 • NorthStar Real Estate Capital Income Fund • New York

This Amended and Restated Investment Advisory Agreement (this “Agreement”) is made as of 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.

NORTHSTAR REAL ESTATE CAPITAL INCOME MASTER FUND FORM OF DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • February 21st, 2017 • NorthStar Real Estate Capital Income Fund • New York

WHEREAS, this Distribution Support Agreement (this “Agreement”), dated 2017, is entered into by and between NorthStar Real Estate Capital Income Master Fund (the “Master Fund”) and NSAM FV Holdings, LLC (“NSAM FV”); and

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