EX-99.(K)(3) 10 t1601011_ex-k3.htm EXHIBIT (K)(3)

 

Exhibit 99.(k)(3)

 

NSAM B-RECF Ltd.

11 Waterloo Lane

Pembroke HM 08

Bermuda

 

    , 2016

 

NORTHSTAR REAL ESTATE CAPITAL INCOME MASTER FUND

399 Park Avenue, 18th Floor

New York, New York 10022

 

Re:       Agreement to Limit Reimbursements to Adviser

 

Dear Ladies and Gentlemen:

 

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-RECF 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.

 

This letter shall be binding on the undersigned and its successors and assigns.

 

This letter shall be governed by and interpreted and construed in accordance with the governing law provisions set forth in Section 19 of the Advisory Agreement.

 

No term or provision of this letter may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.

 

(The remainder of this page is intentionally left blank.)

 

 

 

 

NorthStar Real Estate Capital Income Master Fund

  , 2016

Page 2 of 2

 

  Very truly yours,
   
  NSAM B-RECF LTD.
   
  By:  
    Name:
    Title:

 

Acknowledged and accepted as of the date hereof:

 

NORTHSTAR CORPORATE INCOME MASTER FUND

 

By:    
  Name:  
  Title: