NorthStar Real Estate Capital Income Fund Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2016 • NorthStar Real Estate Capital Income Fund • Colorado

THIS AGREEMENT is made as of ____________, between NorthStar Real Estate Capital Income Fund, 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 FUND AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • June 1st, 2017 • NorthStar Real Estate Capital Income Fund • New York

This Amended and Restated Investment Advisory Agreement (this "Agreement") is made as of May 23, 2017 with an effective date as of February 23, 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 INVESTMENT CO-ADVISORY AGREEMENT BY AND AMONG NSAM B-RECF LTD., NSAM US-RECF, LLC AND NS CAPITAL INCOME MASTER FUND REIT, INC.
Advisory Agreement • April 18th, 2016 • NorthStar Real Estate Capital Income Fund • New York

This Investment Co-Advisory Agreement (this “Agreement”) is made as of , 2016, by and among NSAM B-RECF Ltd., a Bermuda exempted limited company (the “Advisor”), NSAM US-RECF, LLC, a Delaware limited liability company (the “Co-Advisor”), and NS Capital Income Master Fund REIT, 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.

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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.

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AGENCY AGREEMENT
Agency Agreement • April 18th, 2016 • NorthStar Real Estate Capital Income Fund • 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

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PRICING SERVICES AGREEMENT
Pricing Services Agreement • December 20th, 2016 • NorthStar Real Estate Capital Income Fund • 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”).

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THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
And Conditional Reimbursement Agreement • May 30th, 2018 • NorthStar Real Estate Capital Income Fund • Delaware

This Third Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this day of May 2018, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and Colony NorthStar FV HOLDINGS, LLC (formerly, NSAM FV HOLDINGS, LLC), a Delaware limited liability company (“Colony NorthStar FV”).

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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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EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
And Conditional Reimbursement Agreement • July 20th, 2017 • NorthStar Real Estate Capital Income Fund • Delaware

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

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FIRST AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • February 28th, 2018 • NorthStar Real Estate Capital Income Fund • Delaware

This First Amended and Restated Expense Support and Conditional Reimbursement Agreement (the "Agreement") is made this 29th day of September 2017, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND, a Delaware statutory trust (the "Fund"), and Colony NorthStar HOLDINGS FV, LLC (formerly, NSAM FV HOLDINGS, LLC), a Delaware limited liability company ("Colony NorthStar FV").

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Amendment No. 2 to the Wholesale Marketing Agreement
Wholesale Marketing Agreement • February 28th, 2018 • NorthStar Real Estate Capital Income Fund

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”).

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FORM OF WHOLESALE MARKETING AGREEMENT
Wholesale Marketing Agreement • December 20th, 2016 • NorthStar Real Estate Capital Income Fund • 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”).

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NORTHSTAR REAL ESTATE CAPITAL INCOME FUND Up to $3,000,000,000 in Common Shares, $0.001 par value per share FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 24th, 2015 • NorthStar Real Estate Capital Income Fund • New York
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Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • February 28th, 2018 • NorthStar Real Estate Capital Income Fund

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”).

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FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN NORTHSTAR REAL ESTATE CAPITAL INCOME FUND AND NSAM B-RECF LTD.
Investment Advisory Agreement • April 18th, 2016 • NorthStar Real Estate Capital Income Fund • New York

This Investment Advisory Agreement (this “Agreement”) is made as of , 2016, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Company”), and NSAM B-RECF Ltd., a Bermuda exempted limited company (the “Advisor”).

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aMENDMENT NO. 3 TO ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • May 30th, 2018 • NorthStar Real Estate Capital Income Fund

THIS AMENDMENT is made as of May , 2018 (the “Amendment”) 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-C, Real Estate Capital Income Fund-ADV, each acting separately and not jointly and severally and each organized as a Delaware statutory trust (collectively the "Funds" and each, a "Fund"), and ALPS Fund Services, Inc., a Colorado corporation ("ALPS").

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APPENDIX A FORM OF PARTICIPATING DEALER AGREEMENT NORTHSTAR REAL ESTATE CAPITAL INCOME FUND Up to $3,000,000,000 in Common Shares, $0.001 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated:
Participating Dealer Agreement • December 24th, 2015 • NorthStar Real Estate Capital Income Fund • New York

NorthStar Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Real Estate Capital Income Fund, a Delaware statutory trust (the “Trust”), invites you (“Participating Dealer”) to participate in the distribution of shares of beneficial interest of the Trust subject to the following terms:

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FORM OF BROKER DEALER SELLING AGREEMENT
Broker Dealer • December 20th, 2016 • NorthStar Real Estate Capital Income Fund • 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”).

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NSAM B-RECF Ltd.
NorthStar Real Estate Capital Income Fund • April 18th, 2016 • New York

This letter is being delivered to you with respect to the Investment Advisory Agreement (the “Advisory Agreement”) to which NorthStar Real Estate Capital Income Fund (the “Fund”) and NSAM B-RECF Ltd. (the “Adviser”) are parties. Pursuant to section 2 of the Advisory Agreement, the Adviser is entitled to receive reimbursement from the Fund of organization and offering expenses it has paid on behalf of the Fund until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered. Pursuant to this letter, the Adviser hereby agrees to accept henceforth a maximum incurred by the Fund to 1.0% of the aggregate proceeds raised in this offering, after the payment of selling commissions and dealer manager fees, until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.

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NORTHSTAR REAL ESTATE CAPITAL INCOME MASTER FUND FORM OF DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • December 24th, 2015 • NorthStar Real Estate Capital Income Fund • New York

WHEREAS, this Distribution Support Agreement (this “Agreement”), dated , 201 , is entered into by and among NorthStar Real Estate Capital Income Master Fund (the “Master Fund”) and NorthStar Realty Finance Corp. (“NorthStar Realty”); and

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NORTHSTAR REAL ESTATE CAPITAL INCOME FUND SEED CAPITAL INVESTMENT AGREEMENT
Capital Investment Agreement • April 18th, 2016 • NorthStar Real Estate Capital Income Fund

THIS SEED CAPITAL INVESTMENT AGREEMENT (this "Agreement") is made this __ day of March, 2016, between NorthStar Real Estate Capital Income Fund (the "Trust"), a statutory trust organized under the laws of the State of Delaware, and NorthStar Asset Management Group Inc. ("NSAM"), a corporation organized under the laws of the State of Delaware.

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