As filed with the Securities and Exchange Commission on May 30, 2018
Registration File No. 333-209380
Registration File No. 811-23133
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
x Post-Effective Amendment No. 10
x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
x Amendment No. 11
NorthStar Real Estate Capital Income Fund-T
(Exact name of registrant as specified in charter)
c/o Colony NorthStar Inc.
590 Madison Avenue, 34th Floor,
New York, New York 10022
(Address of principal executive offices)
(212) 547-2600
(Registrant’s telephone number, including area code)
Kevin P. Traenkle
NorthStar Real Estate Capital Income Fund-T
c/o Colony NorthStar Inc.
Chief Executive Officer and President
590 Madison Avenue, 34th Floor,
New York, New York 10022
(212) 547-2600
(Name and address of agent for service)
COPY TO:
Clifford R. Cone, Esq.
Jefferey D. LeMaster, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
Approximate date of proposed public offering:
From time to time after the effective date of this Registration Statement.
If this form is a post-effective amendment filed pursuant Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-209380
EXPLANATORY NOTE
This Post-Effective Amendment No. 10 to the Registration Statement on Form N-2 (File No. 333-209380) of NorthStar Real Estate Capital Income Fund-T (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 10 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 10 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 10 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C — OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
| (1) |
Financial Statements:
NorthStar Real Estate Capital Income Fund-T Report of Independent Registered Public Accounting Firm(1) Statement of Assets and Liabilities as of December 31, 2017(1) Statement of Operations for the year ended December 31, 2017(1) Statement of Changes in Net Assets for the year ended December 31, 2017 and for the period from May 6, 2016 (commencement of operations) through December 31, 2016.(1) Notes to Financial Statements(1)
NorthStar Real Estate Capital Income Master Fund Report of Independent Registered Public Accounting Firm(1) Schedule of Investment as of December 31, 2017(1) Statement of Assets and Liabilities as of December 31, 2017(1) Statement of Operations for the year ended December 31, 2017(1) Statement of Changes in Net Assets for the year ended December 31, 2017 and for the period from May 6, 2016 (commencement of operations) through December 31, 2016.(1) Notes to Financial Statements(1) |
| (2) | Exhibits: |
| (a) | Third Amended and Restated Declaration of Trust(9) | |
| (b) | Bylaws(2) | |
| (c) | Not applicable. | |
| (d) | Form of Investor Subscription Agreement(3) | |
| (e) | Distribution Reinvestment Plan(7) | |
| (f) | Not applicable. | |
| (g)(1) | Form of Amended and Restated Trust Advisory Agreement between the Trust and the Advisor(7) | |
| (g)(2) | Form of Amended and Restated Master Fund Advisory Agreement between the Master Fund and the Advisor(7) | |
| (g)(3) | Form of Amended and Restated Investment Advisory Agreement between the REIT Subsidiary and the Advisor(7) | |
| (g)(4) | Form of Administration, Bookkeeping and Pricing Services Agreement(3) | |
| (g)(5) | Form of Amendment No. 3 to the Administration, Bookkeeping and Pricing Services Agreement* | |
| (h)(1) | Form of Distribution Agreement(3) | |
| (h)(2) | Form of Wholesale Marketing Agreement(3) | |
| (h)(3) | Form of Amendment No. 2 to the Wholesale Marketing Agreement(9) | |
| (h)(4) | Form of Broker Dealer Selling Agreement(3) | |
| (j) | Form of Custodian Agreement(2) | |
| (k)(1) | Form of Distribution Support Agreement(4) | |
| (k)(2) | Form of Distribution and Shareholder Servicing Plan(3) | |
| (k)(3) | Form of Agreement to Limit Reimbursements to Advisor(2) | |
| (k)(4) | Form of Transfer Agency Agreement(2) | |
| (k)(5) | Form of Third Amended and Restated Expense Support and Conditional Reimbursement Agreement* | |
| (l) | Opinion of Morris, Nichols, Arsht & Tunnell LLP(2) | |
| (n)(1) | Consent of Clifford Chance US LLP(2) | |
| (n)(2) | Consent of Independent Registered Public Accounting Firm(10) | |
| (p) | Form of Seed Capital Investment Agreement(2) | |
| (r)(1) | Joint Code of Ethics of the Trust and Advisor(9) | |
| (r)(2) | Code of Ethics of the Distributor(8) |
Other Exhibits
| (1) | Power of Attorney for Daniel J. Altobello(2) | |
| (2) | Power of Attorney for Dianne P. Hurley(2) | |
| (3) | Power of Attorney for Gregory A. Samay(2) |
| C-1 |
| * | Filed herewith. |
| (1) | The audited financial statements and related reports of PricewaterhouseCoopers LLP, independent registered public accounting firm, for the Trust and the Master Fund in the Trust’s Annual Report are hereby incorporated by reference to the Registrant’s Form N-CSR, no. 811-23133, filed with the SEC on February 26, 2018. |
| (2) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on April 18, 2016 and incorporated herein by reference. |
| (3) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on December 19, 2016 and incorporated herein by reference. |
| (4) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on February 21, 2017 and incorporated herein by reference. |
| (5) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on March 21, 2017 and incorporated herein by reference. |
| (6) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on March 27, 2017 and incorporated herein by reference. |
| (7) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on June 1, 2017 and incorporated herein by reference. |
| (8) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on July 19, 2017 and incorporated herein by reference. |
| (9) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on February 27, 2018 and incorporated herein by reference. |
| (10) | Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-209380, on April 10, 2018 and incorporated herein by reference. |
ITEM 26. MARKETING ARRANGEMENTS
The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement:
| SEC registration fees | $ | 19,070 | ||
| FINRA filing fee | $ | 28,906 | ||
| Accounting fees and expenses | $ | 220,000 | ||
| Legal fees and expenses | $ | 400,000 | ||
| Sales and advertising expenses | $ | 370,000 | ||
| State notice filings | $ | 150,000 | ||
| Printing expenses | $ | 380,000 | ||
| Other — Transfer agent fees and administrative expenses | $ | 400,000 | ||
| Miscellaneous fees and expenses | $ | 32,024 | ||
| Total | $ | 2,000,000 |
The amounts set forth above, except for the SEC and FINRA fees, are in each case estimated.
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
See “Management of the Trust and Master Fund,” “Conflicts of Interest” and “Management of the Trust and Master Fund—Control Persons and Principal Holders of Securities” in the prospectus contained herein.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
The following table sets forth the number of record holders of the Registrant’s shares as of April 15, 2018.
| C-2 |
| Title of Class | Number of Record Holders | |
| Common Shares, $0.001 par value | 60 |
ITEM 30. INDEMNIFICATION
The information contained under the headings “Description of Securities — Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses,” “Management of the Trust and the Master Fund — Compensation of Executive Officers” and “Plan of Distribution — Compensation of the Distributor and Selected Broker Dealers” is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant carries liability insurance for the benefit of its trustees and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
The Registrant has agreed to indemnify the underwriters against specified liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation, or employment of a substantial nature in which the Advisor and each manager or executive officer of the Advisor, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in the sections entitled “Management of the Trust and the Master Fund” and “Portfolio Management” in the prospectus. Additional information regarding the Advisor and its officers and managers is set forth in its Form ADV, as filed with the SEC (SEC File No. 801-107220), and is incorporated herein by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of:
| (1) | the Registrant, NorthStar Real Estate Capital Income Fund-T, c/o Colony NorthStar, Inc., 590 Madison Avenue, 34th Floor, New York, New York 10022; |
| (2) | the Trust’s transfer agent, DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105-1407; |
| (3) | the Master Fund’s transfer agent, DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105- 1407; |
| (4) | the Custodian, MUFG Union Bank, N.A., 350 California Street, Suite 2018, San Francisco, CA 94104; |
| (5) | the Advisor, CNI RECF Advisors, LLC, c/o Colony NorthStar, Inc., 515 S. Flower Street, 44th Floor, Los Angeles, CA 90071; |
| (6) | the Administrator, ALPS Fund Services, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203; and |
| (7) | the Distributor, ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203. |
ITEM 33. MANAGEMENT SERVICES
Not applicable.
| C-3 |
ITEM 34. UNDERTAKINGS
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | Not applicable. |
| (4) | The Registrant hereby undertakes: |
| (a) | to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
| (1) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (2) | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and |
| (3) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
| (b) | that, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (d) | that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and |
| (e) | that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: |
| (1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act; |
| (2) | the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (3) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| C-4 |
| (5) | The Registrant hereby undertakes that: |
| (a) | for the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497 (h) under the Securities Act of 1933 shall be deemed to be part of the registration statement as of the time it was declared effective; and |
| (b) | for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (6) | The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information. |
| C-5 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 30th day of May 2018.
| NorthStar Real Estate Capital Income Fund-T | |
| BY: /s/ Kevin P. Traenkle | |
| Name: Kevin P. Traenkle | |
| Title: Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| /s/ Kevin P. Traenkle | Chairman of the Board of Trustees, Chief Executive Officer and President | May 30, 2018 | |||
| Kevin P. Traenkle | |||||
| /s/ Frank V. Saracino | Principal Accounting and Chief Financial Officer and Treasurer | May 30, 2018 | |||
| Frank V. Saracino | |||||
| * | Trustee | May 30, 2018 | |||
| Daniel J. Altobello | |||||
| * | Trustee | May 30, 2018 | |||
| Dianne P. Hurley | |||||
| * | Trustee | May 30, 2018 | |||
| Gregory A. Samay | |||||
| *By: | /s/ Frank V. Saracino | May 30, 2018 | |||
|
Frank V. Saracino as attorney-in-fact pursuant to Power of Attorney |
| [Signature Page to Fund-T N-2 – POS EX] |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 30th day of May 2018.
| NorthStar Real Estate Capital Income Master Fund | |
| BY: /s/ Kevin P. Traenkle | |
| Name: Kevin P. Traenkle | |
| Title: Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| /s/ Kevin P. Traenkle | Chairman of the Board of Trustees, Chief Executive Officer and President | May 30, 2018 | |||
| Kevin P. Traenkle | |||||
| /s/ Frank V. Saracino | Principal Accounting and Chief Financial Officer and Treasurer | May 30, 2018 | |||
| Frank V. Saracino | |||||
| * | Trustee | May 30, 2018 | |||
| Daniel J. Altobello | |||||
| * | Trustee | May 30, 2018 | |||
| Dianne P. Hurley | |||||
| * | Trustee | May 30, 2018 | |||
| Gregory A. Samay | |||||
| *By: | /s/ Frank V. Saracino | May 30, 2018 | |||
|
Frank V. Saracino as attorney-in-fact pursuant to Power of Attorney |
| [Signature Page to Fund-T N-2 – POS EX] |
Exhibit Index
| Ex-99(g)(5) | Form of Amendment No. 3 to the Administration, Bookkeeping and Pricing Services Agreement |
| Ex-99(k)(5) | Form of Third Amended and Restated Expense Support and Conditional Reimbursement Agreement |
Exhibit (g)(5)
aMENDMENT NO. 3 TO ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
THIS AMENDMENT is made as of May , 2018 (the “Amendment”) by and among NorthStar Real Estate Capital Income Master Fund, NorthStar Real Estate Capital Income Fund, NorthStar Real Estate Capital Income Fund-T, NorthStar Real Estate Capital Income Fund-C, Real Estate Capital Income Fund-ADV, each acting separately and not jointly and severally and each organized as a Delaware statutory trust (collectively the "Funds" and each, a "Fund"), and ALPS Fund Services, Inc., a Colorado corporation ("ALPS").
WHEREAS, the Funds are registered under the Investment Company Act of 1940, as amended ("1940 Act"), as closed-end management investment companies and are part of a master-feeder structure; and
WHEREAS, the Funds and ALPS entered into an Administration, Bookkeeping and Pricing Services Agreement effective January 9, 2017 (the “Agreement”); and
WHEREAS, the Funds and ALPS wish to modify the Agreement to reflect the following amendments, effective as the date set forth above, and have exchanged the mutual promises, covenants and representations herein and other good and valuable consideration the receipt and sufficiency of which is acknowledged.
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Appendix A to the Agreement is deleted in its entirety and replaced with the Appendix A attached hereto.
2. Appendix B to the Agreement is deleted in its entirety and replaced with the Appendix B attached hereto.
3. The Agreement is amended by inserting the following as new section 25:
| “25. | Separate Agreements. The Funds and ALPS agrees that each Fund is acting separately and not jointly and severally, this one document is utilized solely as a matter of convenience of the parties, no Fund is responsible for the obligations of another Fund (and no Fund shall be the beneficiary of obligations owed by ALPS to another Fund) and this Agreement shall be interpreted as if each Fund entered into a separate bilateral Agreement with ALPS.” |
4. Except specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Agreement.
(signature page to follow)
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first above written.
| NORTHSTAR REAL ESTATE CAPITAL INCOME MASTER FUND | NORTHSTAR REAL ESTATE CAPITAL INCOME FUND ADV |
|
By: _________________________________ Title: Chief Financial Officer and Treasurer
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND
By: _________________________________ Title: Chief Financial Officer and Treasurer
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-T
By: _________________________________ Title: Chief Financial Officer and Treasurer
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-C
By: _________________________________ Title: Chief Financial Officer and Treasurer
ALPS FUND SERVICES, INC.
By: __________________________________ Name: Jeremy O. May Title: President
|
By: _________________________________ Title: Chief Financial Officer and Treasurer
|
(remainder of this page intentionally left blank)
APPENDIX A
SERVICES
Fund Accounting and Compliance Administration services shall be provided at the Initial Term of the Agreement. Tax Administration and Fund Administration services may be added at the sole discretion of the Funds in accordance with the terms of this Agreement.
| 1. | Fund Accounting* |
| · | Calculate daily NAVs |
| o | Account for all investment trades from Investment Advisor on Trade Date + 1 |
| o | Account for investments in (i) real estate private equity investments made by NorthStar Real Estate Capital Income Master Fund's REIT subsidiary and (ii) real estate (including debt and/or equity investments) on an aggregate basis, based on instruction from advisor or third party |
| o | Account for investments in real estate private equity investments made by NorthStar Real Estate Capital Income Master Fund outside of its REIT subsidiary on an individual basis, based on instruction from advisor or third party |
| o | Account for corporate actions on ex-date |
| o | Accrue income and amortization daily |
| o | Accrue fund expenses daily including performance based fees |
| o | Account for all capital share activity on trade date + 1 |
| o | Facilitate daily valuations on all investments consistent with a Fund’s pricing and valuation policies |
| · | Reconcile all balance sheet accounts monthly |
| · | Coordinate with the Funds' custodian and transfer agent |
| · | Transmit daily NAVs to Investment Advisor, NASDAQ, Transfer Agent and other third parties |
| · | Compute yields, expense ratios, portfolio turnover rates, etc. |
| · | Reconcile cash and investment balances daily with the Custodian |
| · | Prepare and maintain required Fund Accounting records in accordance with the 1940 Act and other applicable securities laws, rules and regulations and in accordance with GAAP |
| · | Obtain security valuations from appropriate sources consistent with the Funds’ pricing and Valuation policies |
o Interface directly with third party data providers
| o | Calculate end of day prices for non-traded instruments based on models provided by the Investment Advisor |
| o | Participate, in the sole discretion of the Funds, as a non-voting member on the Funds’ pricing committee |
*The parties agree and acknowledge that the Fund Accounting services described herein do not include the independent audit or validation of accounting entries, including but not limited to, accounting adjustments, errors, recorded expenses or assets not held by custodian, including but not limited loans or derivative instruments.
| 2. | Compliance Administration |
| · | Perform daily prospectus, SEC investment restriction monitoring |
| · | Provide warning/alert notification |
| · | Create monthly comprehensive compliance summary reporting |
| · | Monitor on a quarterly basis each Fund's status as a regulated investment company under Subchapter M of the Code. |
| 3. | Fund Administration |
| · | Prepare annual and semi-annual financial statements, utilizing templates for standard layout and printing |
| · | Prepare Forms N-SAR, N-CSR, and N-Q |
| · | Prepare required reports for meetings of the Funds' boards of trustees as agreed upon |
| · | Host annual audits |
| · | Calculate monthly SEC standardized total return performance figures |
| · | Coordinate reporting to outside agencies including Morningstar, etc. |
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APPENDIX B
COMPENSATION
All fees due for services provided by ALPS from each of the Funds described in Appendix A shall be paid by NorthStar Real Estate Capital Income Master Fund. Each of the Funds may be party to a separate expense sharing arrangement, policy or procedure that allocates the fees described herein among the Funds.
NorthStar Real Estate Capital Income Master Fund shall pay the following fees for Fund Administration*:
The greater of $ or an amount equal to basis points of the annual net assets of the NorthStar Real Estate Capital Income Master Fund.
NorthStar Real Estate Capital Income Master Fund shall pay the following fees for Fund Accounting and Compliance Administration*:
The greater of (i) (A) $ annual minimum for a one year term beginning as of the date of the Agreement and (B) $ annual minimum for each year beginning as of the second year from the date of the Agreement; and (ii) an amount equal to the basis point referenced in following fee schedule times the net assets of the NorthStar Real Estate Capital Income Master Fund:
| Annual Net Assets | Annual Basis Point Fee |
| Between $0 - $250MM | |
| $250MM - $1B | |
| Above $1B |
* subject to an annual cost of living adjustment based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such index is terminated, any successor or substitute index.
OUT-OF-POCKET EXPENSES: All out-of-pocket expenses are passed through to the Funds at cost, including but not limited to: third party security pricing and data fees, Bloomberg fees, Gainskeeper fees, PFIC Analyzer, bank loan sub-accounting fees, SSAE16 control review reports, travel expenses to Board meetings and on-site reviews, printing, filing and mailing fees, FINRA advertising/filing fees (including additional ALPS fees for expedited reviews), registered representative state licensing fees, customized programming/enhancements, Blue Sky permit processing fees and state registration fees, and other out-of-pocket expenses incurred by ALPS in connection with the performance of its duties under the Agreement.
LATE CHARGES: All invoices are due and payable upon receipt. Any invoices not paid within sixty (60) days of the invoice date are subject to a percent ( %) per month financing charge on any unpaid balance to the extent permitted by law.
Exhibit (k)(5)
THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
This Third Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this day of May 2018, by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-T, a Delaware statutory trust (the “Fund”), and COLONY NORTHSTAR FV HOLDINGS, LLC (formerly NSAM FV HOLDINGS, LLC), a Delaware limited liability company (“Colony NorthStar FV”).
WHEREAS, the Fund is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, CNI RECF Advisors, LLC (the “Advisor”) is the investment adviser to the Fund and NorthStar Real Estate Capital Income Master Fund, and is an affiliate of Colony NorthStar FV;
WHEREAS, the Fund and the Advisor entered into an Amended and Restated Investment Advisory Agreement dated as of May 23, 2017, with an effective date as of February 23, 2017 (the “Advisory Agreement”);
WHEREAS, the original Expense Support and Conditional Reimbursement Agreement was entered into by the Fund and Colony NorthStar FV on July 13, 2017, the First Amended and Restated Expense Support and Conditional Reimbursement Agreement was entered into by the Fund and Colony NorthStar FV on September 29, 2017 and the Second Amended and Restated Expense Support and Conditional Reimbursement Agreement was entered into by the Fund and Colony NorthStar FV on April 27, 2018 (collectively, the “Original Agreement”); and
WHEREAS, the Fund and Colony NorthStar FV desire to amend and restate the Original Agreement to set forth in full their respective rights and obligations with respect to each other.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
1. Colony NorthStar FV Expense Payments to the Fund.
(a) Commencing with the calendar quarter ended March 31, 2017 and on a quarterly basis thereafter (or more frequently as may be requested by the Fund), Colony NorthStar FV shall, reimburse the Fund for expenses (excluding offering expenses) and/or provide additional support payments in an amount equal to the difference between the Fund’s cumulative distributions to shareholders for the applicable quarter in which a record date has occurred less Available Operating Funds (defined below) received by the Fund on account of its investment portfolio for such quarter. Any payments required to be made by Colony NorthStar FV pursuant to this Agreement shall be referred to herein as an “Expense Payment.” “Available Operating Funds” means the Fund’s net investment income (plus offering expenses) for such quarter minus Reimbursement Payments (as defined below), if any, payable to Colony NorthStar FV during such quarter pursuant to Section 2(a).
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(b) Colony NorthStar FV’s obligation to make an Expense Payment shall automatically become a liability of Colony NorthStar FV and the right to such Expense Payment shall be an asset of the Fund on each day that the Fund’s net asset value is calculated. The Expense Payment for any calendar quarter shall be paid by Colony NorthStar FV to the Fund in any combination of cash or other immediately available funds, and/or offset against amounts due from the Fund to Colony NorthStar FV or the Advisor, no later than the earlier of (i) the date on which the Fund closes its books for such calendar quarter and (ii) 45 days after the end of such calendar quarter (the “Expense Payment Date”).
2. Reimbursement of Expense Payments by the Fund.
(a) Following any calendar quarter in which Available Operating Funds in such calendar quarter exceed the cumulative distributions to the Fund’s shareholders for which a record date has occurred (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay to the extent the Fund has cash available to pay, such Excess Operating Funds, or a portion thereof in accordance with Sections 2(b), 2(c) and 2(d), as applicable, to Colony NorthStar FV until such time as all Expense Payments made by Colony NorthStar FV to the Fund within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Fund pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”
(b) Subject to Section 2(c), the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such calendar quarter and (ii) the aggregate amount of all Expense Payments made by Colony NorthStar FV to the Fund within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Fund to Colony NorthStar FV.
(c) Notwithstanding anything to the contrary in this Agreement, no Reimbursement Payment for any calendar quarter shall be made if (i) the annualized rate of regular distributions declared by the Fund at the time of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Fund at the time the Expense Payment was made to which such Reimbursement Payment relates or (ii) the Operating Expense Ratio as of such Reimbursement Date (as defined below) is greater than the Operating Expense Ratio as of the Expense Payment Date attributable to such specified Expense Payment.
(d) The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund and the right to such Reimbursement Payment shall be an asset of Colony NorthStar FV on each day that the Fund’s net asset value is calculated. The Reimbursement Payment for any calendar quarter shall be paid by the Fund to Colony NorthStar FV in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than 45 days after the end of such calendar quarter (the “Reimbursement Date”). Any Reimbursement Payments shall be deemed to have reimbursed Colony NorthStar FV for Expense Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement under this Section 2.
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(e) For purposes of this Agreement, the following definitions shall apply:
(i) “Net Operating Expenses” shall mean the sum of all Operating Expenses, excluding the following: (1) organization and offering expenses, (2) the Base Management Fee (as defined in the Advisory Agreement), (3) the Incentive Fee (as defined in the Advisory Agreement) and (4) any interest expense attributable to indebtedness incurred by the Fund, as of the applicable period;
(ii) “Operating Expenses” for any period shall mean all costs and expenses paid or incurred by or on behalf of the Fund, as determined under U.S. generally accepted accounting principles, including, without limitation any interest expense attributable to indebtedness incurred by the Fund for such period and any fees payable to the Advisor pursuant to the Advisory Agreement; and
(iii) “Operating Expense Ratio” shall mean Net Operating Expenses, as of the applicable period, expressed as a percentage of the average net assets of the Fund as of the relevant measurement date.
3. Termination and Survival.
(a) This Agreement shall become effective as of the date of this Agreement.
(b) This Agreement may be terminated at any time, without the payment of any penalty, by the Fund or Colony NorthStar FV, with or without notice.
(c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Advisory Agreement, (ii) an assignment (as that term is defined under the 1940 Act) of the Advisory Agreement, or (iii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund.
(d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to Colony NorthStar FV.
4. Miscellaneous.
(a) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(b) 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 Delaware. For so long as the Fund is regulated as a closed-end management investment company registered under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Fund to take any action contrary to the Fund’s Second Amended and Restated Declaration of Trust or Bylaws, as each may be amended or restated, or to relieve or deprive the board of trustees of the Fund of its responsibility for and control of the conduct of the affairs of the Fund.
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(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(d) The Fund shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Colony NorthStar FV.
(e) This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
NORTHSTAR REAL ESTATE CAPITAL
INCOME FUND-T,
a Delaware statutory trust
| By: | ||
| Name: Kevin P. Traenkle Title: Chief Executive Officer and President |
COLONY NORTHSTAR FV HOLDINGS,
LLC,
a Delaware limited liability company
| By: | ||
| Name: Ronald M. Sanders Title: Vice President |
[Signature Page to Fund-T Third Amended and Restated
Expense Support and Conditional Reimbursement Agreement]