NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-C SEED CAPITAL INVESTMENT AGREEMENT
Exhibit (p)
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-C
SEED CAPITAL INVESTMENT AGREEMENT
THIS SEED CAPITAL INVESTMENT AGREEMENT (this "Agreement") is made this day of , 2017, between NorthStar Real Estate Capital Income Fund-C (the "Trust"), a statutory trust organized under the laws of the State of Delaware, and Colony NorthStar FV Holdings, LLC, ("Colony NorthStar FV"), a limited liability company organized under the laws of the State of Delaware.
WHEREAS, CNI RECF Advisors, LLC (the "Advisor"), an affiliate of Colony NorthStar FV, is an investment adviser that is registered under the Investment Advisers Act of 1940, as amended, and expects to enter into an investment advisory agreement with the Trust; and
WHEREAS, Section 14(a) of the Investment Company Act of 1940, as amended, requires each registered investment company to have a net worth of at least $100,000 before making a public offering of its securities, unless certain other arrangements have been met; and
WHEREAS, Colony NorthStar FV desires to invest seed capital into the Trust and the Trust desires to issue common shares of beneficial interest, par value $0.001 per share (the "Shares"), in consideration therefor subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
| 1. | Offer and Purchase. |
The Trust offers to Colony NorthStar FV, and Colony NorthStar FV agrees to purchase 16,501.65 Shares of the Trust, for a purchase price of $9.09 per Share. The Trust agrees to issue the Shares upon receipt from Colony NorthStar FV of $150,000.00 pursuant to the wire instructions set forth in Exhibit A hereto.
| 2. | Representation by Company. |
Colony NorthStar FV represents and warrants to the Trust that the Shares are being acquired for investment for its own account and not on behalf of any other person or persons and not with a view to, or for sale in connection with, any public distributions thereof. Colony NorthStar FV is purchasing the Shares in order to provide seed capital for the Trust prior to the commencement of the public offering of its shares.
Colony NorthStar FV has either consulted its own investment advisor, attorney or accountant about the investment and proposed purchase of Shares and its suitability to it or chosen not to do so, despite the recommendation of that course of action by the Trust.
Colony NorthStar FV has received a copy of the forms of the Declaration of Trust and Bylaws of the Trust, as well as a copy of the Registration Statement on file with the Securities and Exchange Commission, and understands the risks of, and other considerations relating to, a purchase of Shares.
Colony NorthStar FV (i) is knowledgeable and experienced with respect to the financial, tax and business aspects of the ownership of Shares and of the business contemplated by the Trust and is capable of evaluating the risks and merits of purchasing Shares and, in making a decision to proceed with this investment, has not relied upon any representations, warranties or agreements, other than those set forth in this Agreement and (ii) can bear the economic risk of an investment in the Trust for an indefinite period of time, and can afford to suffer the complete loss thereof.
Colony NorthStar FV has been given access to, and prior to the execution of this Agreement was provided with an opportunity to ask questions of, and receive answers from, the Trust or any of its principals concerning the terms and conditions of the offering of Shares, and to obtain any other information which Colony NorthStar FV and its investment representative(s) and professional advisor(s) requested with respect to the Trust and the investment in the Trust by Colony NorthStar FV in order to evaluate Colony NorthStar FV's investment and verify the accuracy of all information furnished to Colony NorthStar FV regarding the Trust. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory.
Colony NorthStar FV has evaluated the risks involved in investing in the Shares and has determined that the Shares are a suitable investment. Specifically, the amount of the investment Colony NorthStar FV has in, and Colony NorthStar FV's commitments to all similar investments that are illiquid is reasonable in relation to such entity's net worth, both before and after the purchase of the Shares pursuant to this Agreement.
No consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on Colony NorthStar FV's part is required for the execution and delivery of this Agreement by Colony NorthStar FV or the performance of Colony NorthStar FV's obligations and duties hereunder.
Notwithstanding any other provision or representation within this Agreement, Colony NorthStar FV may direct one of its affiliates to purchase and retain the Shares on its behalf. In the event that an affiliate purchases and retains the Shares on behalf of Colony NorthStar FV, the representations and understandings made by Colony NorthStar FV herein shall be deemed to have been made by the affiliate purchasing the Shares on Colony NorthStar FV's behalf.
| 3. | No Right of Assignment. |
Colony NorthStar FV's right under this Agreement to purchase the Shares is not assignable. For the avoidance of doubt, however, Colony NorthStar FV may direct one of its affiliates to purchase and retain the Shares on its behalf.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.
| NorthStar Real Estate Capital Income | ||
| Fund-C | ||
| By: | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer and President | |
| Colony NorthStar FV Holdings, LLC | ||
| By: | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
Exhibit A
Wire Instructions for NorthStar Real Estate Capital Income Fund-C