FORM OF INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG NSAM B-CEF LTD, OZ INSTITUTIONAL CREDIT MANAGEMENT LP AND NORTHSTAR CORPORATE INCOME MASTER FUNDSub-Advisory Agreement • January 21st, 2016 • NorthStar Corporate Income Master Fund • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made this day of 2016, by and among NSAM B-CEF Ltd, a Bermuda exempted limited company (the “Adviser”), OZ Institutional Credit Management LP, a Delaware limited partnership (the “Sub-Adviser”), and NorthStar Corporate Income Master Fund, a Delaware statutory trust (the “Company”) that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a non-diversified, closed-end management investment company.
NORTHSTAR CORPORATE INCOME MASTER FUND FORM OF DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • January 21st, 2016 • NorthStar Corporate Income Master Fund • New York
WHEREAS, this Distribution Support Agreement (this “Agreement”), dated , 2016, is entered into by and among NorthStar Corporate Income Master Fund (the “Master Fund”), NorthStar Realty Finance Corp. (“NRFC”) and OZ Corporate Investors, LLC (“OZCI”); and
NSAM B-CEF LtdNorthStar Corporate Income Master Fund • January 21st, 2016 • New York
This letter is being delivered to you with respect to the Investment Advisory Agreement (the “Advisory Agreement”) to which NorthStar Corporate Income Master Fund (the “Fund”) and NSAM B-CEF 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 hereby 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.
