NSAM B-RECF Ltd.
Exhibit 99.(k)(2)
NSAM B-RECF Ltd.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Pembroke HM 08
Bermuda
, 2016
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 18th Floor
Re: Agreement to Limit Reimbursements to Adviser
Dear Ladies and Gentlemen:
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 ▇▇▇▇▇▇ 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.
This letter shall be binding on the undersigned and its successors and assigns.
This letter shall be governed by and interpreted and construed in accordance with the governing law provisions set forth in Section 19 of the Advisory Agreement.
No term or provision of this letter may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.
(The remainder of this page is intentionally left blank.)
NorthStar Real Estate Captital Income Fund
, 2016
Page 2 of 2
| Very truly yours, | ||
| NSAM B-RECF LTD. | ||
| By: | ||
| Name: | ||
| Title: | ||
Acknowledged and accepted as of the date hereof:
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND
| By: | ||
| Name: | ||
| Title: |