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| 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 |
January 26, 2018
U.S. Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Attention: Mr. Dominic Minore, Division of Investment Management
| Re: | NorthStar Real Estate Capital Income Fund-C Registration Statement on Form N-2 File Nos.: 333-221611; 811-23310 | |
| Responses to Staff comments received on January 25, 2018 |
Dear Mr. Minore:
On behalf of our client, NorthStar Real Estate Capital Income Fund-C, a Delaware statutory trust (the “Trust”), set forth below are the responses of the Trust to the comment made by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) by telephonic communication on January 25, 2018 (the “Comment Letter”) in connection with the Trust’s Registration Statement on Form N-2, filed with the Commission on January 17, 2018 (the “Original Registration Statement”). Following the submission of this response letter and upon the effectiveness of the Original Registration Statement, the Trust will submit a prospectus (as so amended, the “Prospectus”) pursuant to Rule 497 of the Securities Act of 1933, as amended. The Prospectus has been updated in response to the Staff's comment made in the Comment Letter.
Registration Statement
Prospectus
Unlisted Closed-End Fund (outside front cover)
| Comment 1. | The third sentence in the penultimate bullet point should be modified to state that "After the Offering Period, distributions paid with respect to all Shares may be reduced by the amount of all distribution and servicing fees paid including those previously accrued." In addition, please modify the disclosure accordingly throughout the Prospectus. |
Response 1. In response to the Staff’s comment, the requested changes have been made to the Prospectus.
Dominic Minore, Esq.
January 26, 2018
Page 2
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact Jefferey D. LeMaster at (212) 878-3206 or me at (212) 878-3180. Thank you.
Best regards,
/s/ Clifford R. Cone
Clifford R. Cone
Clifford Chance US LLP
| cc: | NorthStar Real Estate Capital Income Fund-C | |
Kevin P. Traenkle Chief Executive Officer and President
Frank V. Saracino Principal Accounting Officer, Chief Financial Officer and Treasurer
Sandra M. Forman Chief Compliance Officer, General Counsel and Secretary
Clifford Chance US LLP Jefferey D. LeMaster |