0001571049-17-005556 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 1st, 2017 • NorthStar Real Estate Capital Income Fund-Adv • Colorado

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

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INVESTMENT ADVISORY AGREEMENT BETWEEN NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-ADV AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • June 1st, 2017 • NorthStar Real Estate Capital Income Fund-Adv • New York

This Investment Advisory Agreement (this "Agreement") is made as of _________, 2017, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-ADV, a Delaware statutory trust (the "Company"), and CNI RECF Advisors, LLC, a Delaware limited liability company (the "Advisor").

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN NS CAPITAL INCOME MASTER FUND REIT, INC. AND CNI RECF ADVISORS, LLC
Investment Advisory Agreement • June 1st, 2017 • NorthStar Real Estate Capital Income Fund-Adv • 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.

AGENCY AGREEMENT
Agency Agreement • June 1st, 2017 • NorthStar Real Estate Capital Income Fund-Adv • 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 • June 1st, 2017 • NorthStar Real Estate Capital Income Fund-Adv • 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”).

NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-ADV SEED CAPITAL INVESTMENT AGREEMENT
Capital Investment Agreement • June 1st, 2017 • NorthStar Real Estate Capital Income Fund-Adv

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

CNI RECF Advisors, LLC
NorthStar Real Estate Capital Income Fund-Adv • June 1st, 2017 • New York
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