0001571049-17-005400 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • Colorado

THIS AGREEMENT is made as of ____________, 2017, between NorthStar/Townsend Institutional Real Estate Fund Inc., a Maryland corporation (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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AGENCY AGREEMENT
Agency Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • 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

WHOLESALE MARKETING AGREEMENT
Wholesale Marketing Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • Colorado

THIS AGREEMENT is entered into effective as of the 9th day of January 2017, by and among ALPS Distributors, Inc., a Colorado corporation (the “Distributor”) and NorthStar Securities, LLC, a Delaware limited liability company (“NorthStar”).

NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC. EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • New York

This Expense Limitation Agreement (the “Agreement”) is effective as of the ___ day of ___, 2017, by and among NorthStar/Townsend Institutional Real Estate Fund Inc., a Maryland corporation (the “Fund”), Townsend Group Advisors, LLC, a Delaware limited liability company (the “Adviser”), and CNI TCEF Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser,” and together with the Adviser, the “Advisers”).

Amendment No. 1 to the Wholesale Marketing Agreement
Wholesale Marketing Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc.

This Amendment No. 1 (this “Amendment”), dated as of [DATE], 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”).

BROKER DEALER AGREEMENT
Broker Dealer Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • Colorado

THIS BROKER DEALER 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
Co-Administration, Bookkeeping and Pricing Services Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • Colorado

THIS AGREEMENT is made as of ________ _, 2017, by and between NorthStar/Townsend Institutional Real Estate Fund, Inc., organized as a Maryland corporation (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

AMENDMENT NO. 1 TO THE AGENCY AGREEMENT BETWEEN NORTHSTAR REALTY FINANCE CORP. AND DST SYSTEMS, INC.
Agency Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc.

This amendment ( “Amendment”) is entered into on February XX, 2017 (the “Effective Date”) and amends the AGENCY AGREEMENT effective July 9, 2014 by and between DST SYSTEMS, INC., a Delaware corporation with offices at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”), and 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, New York 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, NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, 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 COLONY NORTHSTAR, I

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG TOWNSEND GROUP ADVISORS, LLC, CNI TCEF ADVISORS, LLC AND NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC.
Investment Sub-Advisory Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • New York

This Investment Sub-Advisory Agreement (this “Agreement”) is made as of _____, 2017 by and among Townsend Group Advisors, LLC, a Delaware limited company (the “Adviser”), CNI TCEF Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”), and NorthStar/Townsend Institutional Real Estate Fund Inc., a Maryland corporation (the “Company”) that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a non-diversified, closed-end management investment company that is operated as an interval fund pursuant to rule 23c-3 under the 1940 Act.

NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC. DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • New York

WHEREAS, this Distribution Support Agreement (this “Agreement”), dated 2017, is entered into by and between NorthStar/Townsend Institutional Real Estate Fund Inc., a Maryland corporation (the “Fund”), and NSAM FV Holdings, LLC, a Delaware limited liability company (“NSAM FV”); and

NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC. FORM OF SUB-ADVISER ADMINISTRATION AGREEMENT
Sub-Adviser Administration Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • New York

This Sub-Adviser Administration Agreement (this “Agreement”) is made as of _____, 2017, by and between NorthStar/Townsend Institutional Real Estate Fund Inc., a Maryland corporation (the “Company”) that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that is operated as an interval fund pursuant to rule 23c-3 under the 1940 Act, and CNI TCEF Advisors, LLC, a Delaware limited liability company (the “Administrator”).

NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC. SEED CAPITAL INVESTMENT AGREEMENT
Seed Capital Investment Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc.

THIS SEED CAPITAL INVESTMENT AGREEMENT (this "Agreement") is made this 4th day of May, 2017, between NorthStar/Townsend Institutional Real Estate Fund Inc. (the "Trust"), a Maryland corporation, and NSAM FV Holdings, LLC ("NSAM"), a Delaware LLC, and an affiliate of Colony NorthStar, Inc. (“Colony NorthStar”).

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC. AND TOWNSEND GROUP ADVISORS, LLC
Investment Advisory Agreement • May 26th, 2017 • NorthStar/Townsend Institutional Real Estate Fund Inc. • New York

This Investment Advisory Agreement (this "Agreement") is made as of , 2017, by and between NORTHSTAR/TOWNSEND INSTITUTIONAL REAL ESTATE FUND INC., a Maryland corporation (the "Company"), and Townsend Group Advisors, LLC, a Delaware limited liability company (the "Adviser").

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