Amended and Restated INVESTMENT ADVISORY AGREEMENT BETWEEN NORTHSTAR CORPORATE INCOME MASTER FUND AND CNI CCEF Advisors, LLC
Exhibit (g)(1)
EXECUTION VERSION
Amended and Restated INVESTMENT ADVISORY AGREEMENT
BETWEEN
NORTHSTAR CORPORATE INCOME MASTER FUND
AND
CNI CCEF Advisors, LLC
This Amended and Restated Investment Advisory Agreement (this “Agreement”) is made as of March 1, 2017, by and between NORTHSTAR CORPORATE INCOME MASTER FUND, a Delaware statutory trust (the “Company”), and CNI CCEF Advisors, LLC, a Delaware limited liability company (the “Adviser”). This Agreement amends and restates that certain Investment Advisory Agreement, dated as of May 11, 2016, by and between the Company and NSAM B-CEF 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.
1. Investment Advisory Duties of the Adviser.
(i) the investment objectives, policies and restrictions that are set forth in the Company’s offering document on Form N-2 filed with the Securities and Exchange Commission (the “SEC”), as amended from time to time (the “Offering Statement”), the Company’s prospectus that forms a part of the Offering Statement, as amended and supplemented (the “Prospectus”), and/or the Company’s periodic reports filed with the SEC from time to time;
(ii) during the term of this Agreement, all other applicable federal and state laws, rules and regulations, and the Company’s declaration of trust (the “Declaration of Trust”) and bylaws (the “Bylaws”), in each case as may be amended from time to time;
(iii) such investment policies, directives, regulatory restrictions as the Company may from time to time establish or issue and communicate to the Adviser in writing; and
(iv) the Company’s compliance policies and procedures as applicable to the Adviser and as administered by the Company’s chief compliance officer.
(i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;
(ii) establish and maintain criteria to identify, evaluate and negotiate the structure of the Company’s investments;
(iii) perform due diligence on prospective investments;
(iv) execute, close, service and monitor the Company’s investments;
(v) determine the securities and other assets that the Company shall purchase, retain or sell;
(vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably request or require for the investment of its funds; and
(vii) furnish the Company with office facilities and equipment.
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make investments on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create, or arrange for the creation of, such special purpose vehicle and to make investments through such special purpose vehicle in accordance with applicable law. The Company also grants to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems, in its sole discretion, appropriate, necessary or advisable to carry out its duties pursuant to this Agreement.
(i) The Company shall be responsible for any compensation payable to any Sub-Adviser; provided, however, that the Company shall pay directly to the Sub-Adviser the amounts due and payable to such Sub-Adviser from the fees and expenses payable to the Adviser under this Agreement.
(ii) Any Sub-Advisory Agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act, the Advisers Act, the FS Law and any other applicable law whether domestic or foreign.
(iii) Any Sub-Adviser shall be subject to the same fiduciary duties as are imposed on the Adviser pursuant to this Agreement, the 1940 Act and the Advisers Act, as well as other applicable federal and state law, taking into account any limitations of the scope of responsibilities of such Sub-Adviser.
(iv) In the event that the terms and provisions of any Sub-Advisory Agreement related to the rights, responsibilities and obligations of the Sub-Adviser conflict with this Agreement, the terms of the Sub-Advisory Agreement shall prevail.
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2. Expenses Payable by the Company.
Prior to the effective date of this Agreement, the Adviser and Sub-Adviser, either directly or through their respective affiliates, will equally bear Organization and Offering Expenses on behalf of the Company. Upon such time that this Agreement becomes effective pursuant to Section 15(a), each of the Adviser and Sub-Adviser will be entitled to receive equal reimbursement from the Company of Organization and Offering Expenses each has paid on behalf of the Company, either directly or through their respective affiliates, (the “Reimbursable O&O Expenses”) until all of the Organization and Offering Expenses incurred and/or paid by the Adviser and Sub-Adviser, or their affiliates, respectively, have been recovered, subject to any applicable regulatory limitations.
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Under the terms of this Agreement, the Adviser and certain of its affiliates will become entitled to receive reimbursement for any future offering or organization costs incurred, subject to any applicable regulatory limitations.
3. Compensation of the Adviser.
The Company agrees to pay, and the Adviser agrees to accept, as compensation for the investment advisory services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. Any of the fees payable to the Adviser under this Section 3 for any partial month or calendar quarter shall be appropriately prorated. The fees payable to the Adviser as set forth in this Agreement shall be calculated using a detailed calculation policy and procedures approved by the Adviser and the Board of Trustees, including a majority of the Independent Trustees (as defined below), and shall be consistent with the calculation of such fees as set forth in this Section.
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For purposes of this fee, “Adjusted Capital” shall mean the sum of (i) cumulative gross proceeds generated from issuances of the Company’s Shares (including the Company’s distribution reinvestment plan), less (ii) distributions to investors that represent a return of capital and amounts paid for share repurchases pursuant to the Company’s share repurchase program.
For purposes of computing the Incentive Fee, the calculation methodology will look through derivatives or swaps as if the Company owned the reference assets directly. Therefore, net interest, if any, associated with a derivative or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative or swap and (ii) the interest expense paid by the Company to the derivative or swap counterparty) will be included in the calculation of quarterly pre-incentive fee net investment income for purposes of the Incentive Fee.
The calculation of the Incentive Fee for each quarter is as follows:
· | No Incentive Fee shall be payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the preferred return rate of 1.75% (7.00% annualized) (the “Preferred Return”) on Adjusted Capital. |
· | 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the Preferred Return, but is less than or equal to 2.1875% in any calendar quarter (8.75% annualized) shall be payable to the Adviser. This portion of the Company’s pre-incentive fee net investment income is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income in any calendar quarter when the Company’s pre-incentive fee net investment income reaches 2.1875% in such calendar quarter (8.75% annualized). |
· | 20.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) shall be payable to the Adviser once the Preferred Return is reached and the catch-up has been achieved (20.0% of the Company’s pre-incentive fee net investment income thereafter shall be allocated to the Adviser). |
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5. Brokerage Commissions; Front End Fees.
ADMINISTRATIVE SERVICES
6. Administrative Duties of the Adviser.
(i) provide the Company with clerical, bookkeeping, accounting and recordkeeping services, legal services, and shall provide all such other administrative services as the Administrator and the Company shall from time to time determine to be necessary or useful to perform its obligations under this Agreement;
(ii) on behalf of the Company, enter into agreements and/or conduct relations with custodians, depositories, transfer agents, distribution payment agents, the distribution reinvestment plan administrator, shareholder servicing agents, accountants, auditors, tax consultants, advisers and experts, investment advisers, compliance officers, escrow agents, attorneys, dealer-managers, brokers and dealers, investor custody and share transaction clearing platforms, marketing, sales and advertising materials contractors, public relations firms, investor communication agents, printers, insurers, banks, independent valuation firms, and such other persons in any such other capacity deemed to be necessary or desirable by the Adviser and the Company;
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(iii) have the authority, subject to the approval of the Board of Trustees, to enter into, among the Company and a third-party, one or more administration agreements, pursuant to which the Company may obtain certain administrative services, and for which the Company may pay a separate fee;
(iv) make reports to the Board of Trustees of the performance of its obligations under this Section 7;
(v) furnish advice and recommendations with respect to such other aspects of the administration of the Company’s business and affairs as the Adviser reasonably shall determine to be desirable;
(vi) assist the Company in the preparation of the financial and other records that the Company is required to maintain and the preparation, printing and dissemination of reports that the Company is required to furnish to shareholders, and reports and other materials filed with the SEC, and states and jurisdictions where any offering of the Company’s Shares or other securities is registered or otherwise reported and there is a duty to file information with one or more states on an ongoing basis;
(vii) assist the Company in determining and publishing the Company’s net asset value, oversee the preparation and filing of the Company’s tax returns, and generally oversee and monitor the payment of the Company’s expenses; and
(viii) oversee the performance of administrative and other professional services rendered to the Company by others.
Subject to review by, and the overall control of, the Board of Trustees, the Adviser shall maintain and keep all books, accounts and other records of the Company that relate to administrative services performed by the Adviser hereunder as required under the 1940 Act. The Adviser agrees that all records that it maintains and preserves for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered to the Company upon the termination of the Agreement or otherwise on written request by the Company. The Adviser further agrees that the records which it maintains for the Company will be preserved in the manner and for the periods prescribed by the 1940 Act, unless any such records are earlier surrendered as provided above. The Adviser shall have the right to retain copies of such records for an indefinite period, subject to observance of its confidentiality obligations under this Agreement. The Adviser shall maintain records of the locations where any books, accounts and records of the Company are maintained by third parties providing services directly or indirectly to the Company.
The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations and shall treat any such information provided by any investment sub-adviser to the Company the same. All confidential information provided by a party hereto or any investment sub-adviser, including all “nonpublic personal information,” as defined under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out this Agreement, confidential information under this Section 8 shall not be
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disclosed to any third party, without the prior consent of such providing person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed to any regulatory authority, by judicial or administrative process or otherwise by applicable law or regulation.
9. Allocation of Costs and Expenses.
The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Adviser for any such costs and expenses that have been paid by the Adviser, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to:
(a) trust and organizational expenses relating to borrowings and offerings of the Shares and the Company’s other securities and incurrences of indebtedness, subject to limitations included in this Agreement;
(b) the cost of calculating the Company’s net asset value, including the cost and expenses of any third-party valuation services;
(c) the cost of effecting sales and repurchases of the Shares and any other securities of the Company;
(d) expenses incurred by the Adviser or any affiliate thereof payable to third parties, including agents, consultants or other advisors (such as accountants and legal counsel);
(e) fees payable to third parties relating to, or associated with, making, monitoring and disposing of investments, and valuing investments and enforcing contractual rights, including fees and expenses associated with performing due diligence reviews of prospective investments;
(f) professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts;
(g) fees, expenses, and costs relating to or associated with software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs);
(h) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data);
(i) all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company
(j) all costs associated with the provision of information technology services;
(k) federal and any state registration or notification fees;
(l) the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence, proxy statements, shareholder reports and notices or similar materials, to shareholders;
(m) interest payable on debt, if any, incurred to finance the Company’s investments;
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(n) transfer agent and custodial fees;
(o) fees and expenses associated with the Company’s marketing efforts (including travel and attendance at investment conferences and similar events);
(p) all costs of registration and listing the Company’s securities on any securities exchange;
(q) federal, state and local taxes;
(r) fees and expenses of Independent Trustees (as defined below);
(s) overhead costs, including rent, office supplies, utilities and capital equipment;
(t) costs of preparing and filing reports or other documents required by the SEC or any other governmental agency;
(u) costs of fidelity bond, trustees and officers/errors and omissions liability insurance and other insurance premiums;
(v) direct costs and expenses of administration, including those relating to printing, mailing, long distance telephone, copying, secretarial and other and staff, independent auditors and outside legal costs;
(w) fees and expenses associated with independent audits, outside legal costs, and tax returns, including compliance with the Xxxxxxxx-Xxxxx Act of 2002, the 1940 Act and applicable federal and state securities laws;
(x) internal legal expenses (including those expenses associated with preparing the Company’s public filings, attending and preparing for board meetings, as applicable, and generally serving as counsel to the Company)
(y) costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including the cost of third-party service providers and any compliance program audit programs;
(z) brokerage commissions for the Company’s investments;
(aa) computer software specific to the business of the Company;
(bb) any unreimbursed expenses incurred in connection with transactions not consummated;
(cc) research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data);
(dd) the costs of responding to regulatory requests;
(ee) routine non-compensation overhead expenses of the Adviser and or any affiliate thereof in connection with administering the Company’s business;
(ff) all other expenses incurred by the Company or the Adviser, or by any affiliate thereof that the Adviser has arranged to provide services to the Company, in connection with the administration of the Company’s business, including expenses incurred by the Adviser or any affiliate thereof in performing the Adviser’s obligations under this Agreement and the reimbursement of the allocable portion of the compensation (which may include, but is not limited to, salary, benefits, bonuses and incentive compensation, if any) of the Company’s chief financial officer, chief compliance officer and administrative support staff attributable to the Company, to the extent that they are not a person with a controlling interest in the Adviser or any of its affiliates, subject to the limitations included in this Agreement, as applicable; and
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(gg) any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Fund’s and the Master Fund’s respective organizational documents.
10. No Fee; Reimbursement of Expenses; Limitations on Reimbursement of Expenses.
(a) Fees and Expenses. In full consideration for the provisions of administrative services provided by the Adviser and its affiliates under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the administrative services provided by the Adviser or its affiliates, notwithstanding that the Company shall reimburse the Adviser, at the end of each fiscal quarter, for all expenses of the Company incurred by the Adviser, or by any affiliate thereof that the Adviser has arranged to provide administrative services to the Company, as well as the actual cost of goods and services used for the Company and obtained by the Adviser or any affiliate thereof. The Adviser may be reimbursed for the administrative services necessary for the prudent operation of the Company performed by the Adviser, or by any affiliate thereof that the Adviser arranged to provide administrative services under this Agreement, on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the lower of the Adviser’s or the affiliate’s actual cost or the amount the Company would be required to pay third parties for the provision of comparable administrative services in the same geographic location; and, provided further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, allocations or other reasonable methods. The Company may also agree to reimburse the Adviser under this Agreement, whereby the Adviser, or an affiliate of the Adviser, shall provide certain administrative services for the Trust, for the salaries, rent and travel expenses of executive officers of the Adviser also serving in the capacity of chief financial officer or chief compliance officer of the Company provided such reimbursement is approved annually by a majority of the Independent Trustees (as defined below). The Adviser shall prepare a statement documenting the expenses of the Company and the calculation of the reimbursement and shall deliver such statement to the Company prior to full reimbursement.
11. Independent Contractor Status.
The Adviser, and any others with whom the Adviser contracts or arranges to provide the services set forth herein, shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.
12. Other Activities of the Adviser.
Subject to all applicable law, the services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to or different from those of the Company, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Company are or may become interested in the Adviser and its affiliates, as trustees, officers, employees, partners,
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shareholders, members, managers or otherwise, and that the Adviser and trustees, officers, employees, partners, shareholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as shareholders or otherwise.
13. Responsibility of Dual Trustees, Officers and/or Employees.
If any person who is a manager, partner, member, trustee, officer or employee of the Adviser is or becomes a trustee, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.
14. Indemnification; Limitation of Liability.
The Company agrees to indemnify and hold harmless the Adviser, its Affiliates and each Control Person of the Adviser (each an “Indemnified Party”) against all losses, damages, costs and expenses, together with all legal (including reasonable attorney’s fees) and other expenses (collectively, “Losses”) reasonably incurred by an Indemnified Party with respect to (i) any matter with respect to the operations of the Company, the services of the Adviser or any Affiliate of the Adviser under this Agreement or the services of the Adviser or the Sub-Adviser under the Sub-Advisory Agreement and the services of any other person appointed by the Adviser, Sub-Adviser or retained by the Company to provide services to the Company, other than liabilities occurring as a result of the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder, or (ii) any untrue statement of a material fact (or an omission of such statement) contained in any Prospectus, Offering Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Company, unless such statement was made in reliance on and in conformity with written information furnished to the Company and the Sub-Adviser by the Adviser for use therein.
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Notwithstanding the foregoing, in no case shall the Company’s indemnity hereunder be inconsistent with the laws of the State of Delaware or the Declaration of Trust. Notwithstanding anything set forth in this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any liability to the Company or its shareholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).
15. Effectiveness, Duration and Termination of Agreement.
(c) Payments to and Duties of Adviser Upon Termination.
(i) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees.
(ii) The Adviser shall promptly upon termination:
(x) deliver to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Trustees;
(y) deliver to the Board of Trustees all assets and documents of the Company then in custody of the Adviser; and
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(z) cooperate with the Company to provide an orderly transition of services.
Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Declaration of Trust, the Bylaws or is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:
To the Board or the Company | NorthStar Corporate Income Master Fund | |
000 Xxxx Xxxxxx | ||
00xx Xxxxx | ||
Xxx Xxxx, Xxx Xxxx 00000 | ||
Copy to: | ||
Colony NorthStar, Inc. | ||
000 Xxxxx Xxxxxx Xx. | ||
00xx Xxxxx | ||
Xxx Xxxxxxx, XX 00000 | ||
Attention: Legal Director |
To the Adviser: | CNI CCEF Advisors, LLC | |
000 Xxxxx Xxxxxx Xx. | ||
00xx Xxxxx | ||
Xxx Xxxxxxx, XX 00000 | ||
Attention: Legal Director |
Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 16.
This Agreement may be amended by mutual written consent of the parties, provided that the terms of any material amendment shall be approved, if such approval is required by applicable law, by: (a) the Board of Trustees or by a vote of a majority of the outstanding voting securities of the Company (as required by the 1940 Act), and (b) the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.
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19. Entire Agreement; Governing Law.
This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a registered investment company under the 1940 Act and the Adviser is regulated as an investment adviser under the Advisers Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act and the Advisers Act, respectively, and any other then-current regulatory interpretations thereunder. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control.
The Company shall acquire and maintain a trustees and officers liability insurance policy or similar insurance policy, which may name the Adviser and any Sub-Adviser each as an additional insured party (each an “Additional Insured Party” and collectively the “Additional Insured Parties”). Such insurance policy shall include reasonable coverage from a reputable insurer. The Company shall make all premium payments required to maintain such policy in full force and effect; provided, however, each Additional Insured Party, if any, shall pay to the Company, in advance of the due date of such premium, its allocated share of the premium. Irrespective of whether the Adviser and any Sub-Adviser is a named Additional Insured Party on such policy, the Company shall provide the Adviser and any Sub-Adviser with written notice upon receipt of any notice of: (a) any default under such policy; (b) any pending or threatened termination, cancellation or non-renewal of such policy or (c) any coverage limitation or reduction with respect to such policy. The foregoing provisions of this Section 20 notwithstanding, the Company shall not be required to acquire or maintain any insurance policy to the extent that the same is not available upon commercially reasonable pricing terms or at all, as determined in good faith by the required majority (as defined in Section 57(o) of the 0000 Xxx) of the Board of Trustees.
21. The NorthStar Name.
Colony NorthStar, Inc. (“Colony NorthStar”) and its affiliates have a proprietary interest in the name “NorthStar.” Colony NorthStar hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free right and license to use the name “NorthStar” during the term of this Agreement. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Adviser or one of its affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from Colony NorthStar, cease to conduct business under or use the name “NorthStar” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “NorthStar” or any other word or words that might, in the reasonable discretion of Colony NorthStar, be susceptible of indication of some form of relationship between the Company and Colony NorthStar or any its affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove any references to the word “NorthStar.” Consistent with the foregoing, it is specifically recognized that Colony NorthStar or one or more of its affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate loans, real estate-related debt securities and other real estate assets) and financial and service organizations having “NorthStar” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Colony NorthStar shall govern the Company’s use of the name “NorthStar” and the Company’s use of the “NorthStar” name will be in strict accordance with any quality standards and specifications that may be established by Adviser and communicated to Company from time to time.
[Remainder of page intentionally left blank; Signature page to follow]
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NORTHSTAR CORPORATE INCOME MASTER FUND, | ||
a Delaware statutory trust | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: | Xxxxxx X. Xxxxxxx | |
Title: | Chairman of the Board of Trustees, Chief Executive Officer and President | |
CNI CCEF Advisors, LLC, | ||
a Delware limited liability company | ||
By: CNI Advisor Holdings, LLC, its Sole Member | ||
By: | /s/ Xxxx X. Xxxxxxxx | |
Name: | Xxxx X. Xxxxxxxx | |
Title: | Vice President |
[Signature Page to Master Fund Amended and Restated Investment Advisory Agreement]