0001571049-16-014868.txt : 20160627 0001571049-16-014868.hdr.sgml : 20160627 20160505155615 ACCESSION NUMBER: 0001571049-16-014868 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NorthStar Real Estate Capital Income Fund-T CENTRAL INDEX KEY: 0001661806 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-547-2600 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 CORRESP 1 filename1.htm

 

 

 

 

CLIFFORD CHANCE US LLP

 

31 West 52nd Street

New York, NY 10019-6131

 

Tel +1 212 878 8000

Fax +1 212 878 8375

www.cliffordchance.com

 

May 5, 2016

 

U.S. Securities and Exchange Commission

Judiciary Plaza

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Asen Parachkevov, Division of Investment Management

 

Re: NorthStar Real Estate Capital Income Fund-T Registration Statement on Form N-2
  File Nos.: 333-209380; 811-23133
  Responses to Staff comments received telephonically on May 2, 2016

 

Dear Mr. Parachkevov:

 

On behalf of our client, NorthStar Real Estate Capital Income Fund-T (the "Trust"), set forth below are the responses of the Trust to the oral comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) on March 2, 2016 in connection with the Trust's Registration Statement on Form N-2 (the "Registration Statement"). For ease of reference, a summary of each comment is set forth in bold font and followed by the corresponding response. Defined terms used but not defined herein are intended to have the meaning ascribed to them in the Registration Statement.

 

Comment 1.Please confirm supplementally that the Trust will file a prospectus supplement to the Registration Statement if the assumptions underlying the fee table in the "Summary of Fees and Expenses" section of the Registration Statement change materially.

 

Response 1. The Trust informs the Staff supplementally that it will file a prospectus supplement if the assumptions underlying the fee table in the "Summary of Fees and Expenses" section of the Registration Statement change materially.

 

Comment 2.With respect to the "Acquired Fund Fees and Expenses" line item in the fee table in the "Summary of Fees and Expenses" section of the Registration Statement, please set forth supplementally the basis for determining that the percentage is 0.33%.

 

Response 2. The Trust informs the Staff supplementally that it calculates the Acquired Fund Fees and Expenses by first determining the fee percentage attributable to Portfolio Funds. The fee percentage attributable to Portfolio Funds equals (i) a 1.4% management fee (this amount is based on an estimated 1.3% management fee charged by Portfolio Funds, as adjusted for the estimated

 

   

 

 

Asen Parachkevov, Esq.

May 5, 2016

Page 2

 

discounted purchase price of such Portfolio Funds) plus (ii) a 1.0% incentive fee plus (iii) 0.50% operating expense, or 2.9% of the Master Fund's assumed gross assets attributable to its investments in Portfolio Funds. The Trust then determines the estimated expense by multiplying 7.5% of the Master Fund's assumed gross assets (11.25% of the Master Fund's assumed net assets), which is the estimated amount the Master Fund will invest in Portfolio Funds, by 2.9%. Lastly, the Trust divides the estimated expense by the assumed amount of the Master Fund's net assets. This results in acquired fund fees and expenses, as a percentage of the Master Fund's assumed net assets, of 0.326%, or, as rounded to the nearest hundredth, .33%.

 

In addition, the Trust informs the Staff that in the prospectus filed pursuant to Rule 497 it will revise footnote eight on page 28 of the Registration Statement per the changes set forth below.

 

"Shareholders indirectly bear a portion of the asset-based fees, performance or incentive fees or allocations and other expenses incurred by the Master Fund (and, indirectly by the Trust) as an investor in PE Investments and other vehicles that would be deemed investment companies under the 1940 Act but for the exceptions set forth in Sections 3(c)(1) or 3(c)(7) of the 1940 Act (collectively, “Portfolio Funds”). The “Acquired Fund Fees and Expenses” disclosed above are calculated based on estimated amounts, and assume that the Master Fund will invest 7.5% 11.25% of its net assets in Portfolio Funds. The Acquired Fund Fees and Expenses are based on historic expenses of the private equity funds, which may change over time and, therefore, significantly affect Acquired Fund Fees and Expenses. In addition, the private equity investments and other alternative investments, if any, held by the Master Fund will change, which further impacts the calculation of the Acquired Fund Fees and Expenses in the future. In calculating the “Acquired Fund Fees and Expenses” disclosed above, it is assumed that the Master Fund (and, indirectly the Trust) would pay management fees and incentive fees of 1.3% (as adjusted for the estimated purchase price discount of such PE Investments) and 1.0% annually, respectively, on the Master Fund’s net gross assets attributable to its investments in Portfolio Funds. It is also assumed that the Master Fund (and, indirectly the Trust) will incur operating expenses of approximately 0.50% of the Master Fund’s net gross assets attributable to its investments in Portfolio Funds. If the Master Fund was to invest 15% of its net assets in Portfolio Funds, the Acquired Fund Fees and Expenses would be 0.66%. 0.44%. These fees payable to, and the operating expenses of, private equity and alternative investment managers are estimates and

 

 - 2 - 

 

  

Asen Parachkevov, Esq.

May 5, 2016

Page 3

 

the actual fees paid by the Master Fund on its Portfolio Fund investments may be higher or lower than the numbers shown .”

 

Comment 3.Please inform the Staff whether the Master Fund intends to impose limits on its investments in Portfolio Funds.

 

Response 3. The Trust informs the Staff supplementally that, absent additional guidance or interpretation by the Staff or the Commission, the Master Fund will limit its investments in Portfolio Funds to 15% of its net assets (as measured at the time of a Portfolio Fund acquisition).

 

Comment 4.Please confirm supplementally that any financial statements filed in the future by the Trust will include the organization and offering costs that have been incurred by the Advisor and its affiliates (on behalf of the Trust), which will be reimbursed to the Advisor or its affiliates by the Trust.

 

Response 4. The Trust informs the Staff supplementally that any financial statements included in future filings will include the organization and offering costs that have been incurred by the Advisor and its affiliates (on behalf of the Trust), which will be reimbursed to the Advisor by the Trust.

 

* * * * * *

 

As you have requested and consistent with SEC Release 2004-89, the Trust hereby acknowledges that:

 

·The Trust is responsible for the adequacy and accuracy of the disclosure in the filing;

 

·should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Trust from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·the Trust may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact Clifford R. Cone at (212) 878-3180 or me at (212) 878-3206. Thank you.

 

 - 3 - 

 

  

Asen Parachkevov, Esq.

May 5, 2016

Page 4

 

Best regards,

 

/s/ Jefferey D. LeMaster  
   
Jefferey D. LeMaster  
Clifford Chance US LLP  

 

cc: NorthStar Real Estate Capital Income Fund-T
  Daniel R. Gilbert
  Chief Executive Officer and President
   
  Ronald J. Lieberman
  Executive Vice President, General Counsel and Secretary
   
  Sandra M. Forman
  Chief Compliance Officer, Associate General Counsel and Assistant Secretary
   
  Clifford Chance US LLP
  Clifford R. Cone
  Matthew A. Press

 

 - 4 - 

GRAPHIC 2 logo.jpg GRAPHIC begin 644 logo.jpg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