Pursuant to the Fund’s declaration of trust and bylaws, the Board has overall responsibility for monitoring and overseeing the Fund’s management and operations. The Board consists of five members, three of whom are considered Independent Trustees. The trustees who are not Independent Trustees are referred to herein as Interested Trustees.
The same individuals serve on the Board and the Master Fund’s Board. Similarly, the Master Fund’s Board, pursuant to the Master Fund’s declaration of trust and bylaws, has overall responsibility for monitoring and overseeing the Master Fund’s operations. The trustees are subject to removal or
replacement in accordance with Delaware law and the Fund’s and the Master Fund’s respective declaration of trusts and bylaws. The trustees serving on the Board and the Master Fund’s Board were elected by the organizational shareholders of the Fund and the Master Fund, respectively. Any vacancy on the Board or the Master Fund’s Board for any cause other than an increase in the number of trustees may be filled by a majority of the remaining trustees, even if such majority is less than a quorum. Any vacancy on the Board or the Master Fund’s Board created by an increase in the number of trustees may be filled by a majority vote of the entire Board or the Master Fund’s Board, respectively.
NSAM Adviser serves as the Master Fund’s and the Fund’s investment adviser pursuant to the terms of the Master Fund Advisory Agreement and Fund Advisory Agreement, respectively, and subject to the authority of, and any policies established by, the Master Fund’s Board and the Board, respectively. Pursuant to the Master Fund Advisory Agreement and the Fund Advisory Agreement, NSAM Adviser oversees the management of the Master Fund’s and the Fund’s respective portfolio activities, including their investment strategies, investment goals, asset allocations, leverage limitations, reporting requirements and other guidelines in addition to the general monitoring of the Master Fund’s and the Fund’s respective portfolios. NSAM Adviser has engaged OZ Credit Management to act as the Master Fund’s and the Fund’s investment sub-adviser. OZ Credit Management, which has access to the global resources of the Och-Ziff platform, is responsible for the day-to-day identification, due diligence, recommendation, management and monitoring of investments for the Master Fund’s and the Fund’s respective portfolios, subject to the investment criteria determined and approved from time to time by NSAM Adviser in its sole discretion.
The Master Fund’s Board, including a majority of the Independent Trustees, oversees and monitors the Master Fund’s investment performance and, beginning with the second anniversary of the effective date of the Master Fund Advisory Agreement, will annually review the compensation the Master Fund pays to NSAM Adviser and the compensation NSAM Adviser pays to OZ Credit Management to determine that the provisions of the Master Fund Advisory Agreement and the Master Fund Sub-Advisory Agreement, respectively, are carried out.
The Board, including a majority of the Independent Trustees, oversees and monitors the Fund’s investment performance and, beginning with the second anniversary of the effective date of the Fund Advisory Agreement, will annually review the compensation the Fund pays to NSAM Adviser and the compensation NSAM Adviser pays to OZ Credit Management to determine that the provisions of the Fund Advisory Agreement and the Fund Sub-Advisory Agreement, respectively, are carried out. In its consideration of the Fund Advisory Agreement, the Board will consider the Fund’s policy to invest substantially all of its assets in the Master Fund and the fact that, as long as the Fund has such a policy, it will not incur a separate management fee or incentive fee.
Board of Trustees and Executive Officers Board Leadership Structure
Among other things, the Board sets broad policies for the Fund and appoints the Fund’s officers. The role of the Board, and of any individual trustee, is one of oversight and not of management of the Fund’s day-to-day affairs. Each trustee will serve until his or her successor is duly elected and qualified.
Daniel R. Gilbert serves as chairman of the Board and is not an Independent Trustee by virtue of his relationship with NSAM Adviser. The Board believes that Daniel R. Gilbert, as the Fund’s and the Master Fund’s Chief Executive Officer, is the trustee with the most knowledge of the Fund’s business strategy and
is best situated to serve as chairman of the Board. Jack F. Smith, Jr. currently serves as the lead
Independent Trustee. The Independent Trustees are expected to meet separately in executive session as often as necessary to exercise their oversight responsibilities. The Board believes that its leadership structure is the optimal structure for the Fund at this time given the Fund’s current size and complexity. The Board, which reviews its leadership structure periodically, further believes that its structure is presently appropriate to enable it to exercise its oversight of the Fund.
Board Role in Risk Oversight
Through its direct oversight role, and indirectly through its committees, the Board performs a risk oversight function for the Fund consisting of, among other things, the following activities: (i) at regular and special Board meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the Fund’s performance and operations; (ii) reviewing and approving, as applicable, the Fund’s compliance policies and procedures; (iii) meeting with members of NSAM Adviser’s portfolio management team to review investment strategies, techniques and the processes used to manage related risks; (iv) meeting with, or reviewing reports prepared by the representatives of key service providers, including NSAM Adviser and OZ Credit Management, the distributor, the transfer agent, the custodian and the independent registered public accounting firm, to review and discuss the Fund’s activities and to provide direction with respect thereto; and (v) engaging the services of the Fund’s chief compliance officer to test the compliance procedures of the Fund and its service providers. However, not all risks that may affect the Fund can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond the control of the Fund and its service providers.
Trustees
Information regarding the members of the Board is set forth below. The trustees have been divided into two groups — Interested Trustees and Independent Trustees. The address for each trustee is c/o NorthStar Corporate Income Fund-T, 399 Park Avenue, 18th Floor, New York, New York 10022. As set forth in the Fund’s declaration of trust and bylaws, a trustee’s term of office shall continue until his or her death, resignation or removal.
Name (Age) Position Held
Trustee Since Principal Occupation Past 5 Years Trusteeships Held By Trustees During Past 5 Years Interested Trustees Daniel R. Gilbert (46) Chairman of the Board, CEO, and President
2015 Chief Investment and Operating Officer of
NorthStar Asset Management Group, Ltd; Chief Investment and Operating Officer of NorthStar Realty Finance Corp.; Chairman, CEO and President of NorthStar Corporate Income Master Fund and NorthStar Corporate Income Fund; Chairman, CEO and President of NorthStar Real Estate Capital Income Master Fund, NorthStar Real Estate Capital Income Fund and NorthStar Real Estate Capital Income Fund-T; CEO and President of NorthStar Real Estate Income Trust, NorthStar Real Estate Income II, Inc. and NorthStar/ RXR New York Metro Real Estate, Inc.
Executive Chairman of NorthStar Healthcare Income, Inc.; Chairman of NorthStar Real Estate Income Trust, Inc.; Chairman of NorthStar Real Estate Income II, Inc.; Co-Chairman of NorthStar/ RXR New York Metro Real Estate, Inc.; Chairman of NorthStar Corporate Income Master Fund and NorthStar Corporate Income Fund
Name (Age) Position Held Trustee Since Principal Occupation Past 5 Years Trusteeships Held By Trustees During Past 5 Years
Brett Steven Klein (39)
Trustee 2016 Executive Managing Director
and Head of U.S. Corporate Credit, Och-Ziff Capital Management Group LLC Independent Trustees
Michael M. Kassen (62)
Trustee 2016 Private Investor Chairman of the Board of the
American Israel Public Affairs Committee
Vernon B. Schwartz (65)
Trustee 2016 Executive Vice President, iStar Inc., a real estate investment company
Director of NorthStar Real Estate Income Trust, Inc. Jack F. Smith, Jr.
(64)
Trustee 2016 Retired. Previously, Partner, Deloitte & Touche LLP
Director of NorthStar Real Estate Income Trust, Inc.; Director of NorthStar Healthcare Income, Inc.
Trustee Qualifications
The Board believes that, collectively, the trustees have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Fund and the Master Fund and protecting the interests of the Fund’s and the Master Fund’s shareholders. Below is a brief biography of each trustee, including descriptions of the various experiences, qualifications, attributes and/or skills with respect to each trustee considered by the Board with respect to trustee qualifications.
Interested Trustees
Daniel R. Gilbert. Mr. Gilbert has been an Interested Trustee, Chief Executive Officer and President
since November 23, 2015, Chairman since January 15, 2016 and is a director and member of NSAM
Adviser’s investment committee. Mr. Gilbert has also been an Interested Trustee of the Master Fund, and the Master Fund’s Chairman, Chief Executive Officer and President since July 23, 2015, and Chairman since January 15, 2016. Mr. Gilbert has served as Chief Investment and Operating Officer of NorthStar Asset Management Group, Ltd, a wholly owned subsidiary of NorthStar and parent company of NSAM Adviser, since June 2014 and of NorthStar Realty since January 2013. Mr. Gilbert serves as the Chairman, a position he has held since August 2015, and Chief Executive Officer and President, a position he has held since January 2013, of NorthStar Real Estate Income Trust, Inc., or NorthStar Income; and served as its President since March 2011 and its Chief Investment Officer from January 2009 through January 2013. Mr. Gilbert serves as the Executive Chairman of NorthStar Healthcare Income, Inc., or NorthStar Healthcare, a position he has held since January 2014, and served as its Chief Executive Officer from August 2012 to January 2014 and Chief Investment Officer from October 2010 through February 2012. Mr. Gilbert also serves as Chairman, a position he has held since August 2015, and the Chief Executive Officer and President, a position he has held since October 2010, of NorthStar Real Estate Income II, Inc., or NorthStar Income II. Mr. Gilbert also serves as Co-Chairman, a position he has held since August 2015, the Chief Executive Officer and President, a position he has held since March 2014, of NorthStar/RXR New York Metro Real Estate, Inc., or NorthStar/RXR. Mr. Gilbert further serves as an Interested Trustee, Chairman, Chief Executive Officer and President of NorthStar Corporate Income Fund, a position he has held since
July 2015. Mr. Gilbert also currently serves as an Interested Trustee, Chief Executive Officer and President of NorthStar Real Estate Capital Income Master Fund, NorthStar Real Estate Capital Income Fund and NorthStar Real Estate Capital Income Fund-T, respectively. Prior to his current positions at NorthStar, Mr. Gilbert served as Co-President of NorthStar Realty from April 2011 until January 2013 and in various other senior management positions since its initial public offering in October 2004. Mr. Gilbert served as an Executive Vice President and Managing Director of Mezzanine Lending of NorthStar Capital Investment Corp., a predecessor company of NorthStar Realty. Prior to that role, Mr. Gilbert was with Merrill Lynch & Co. in its Global Principal Investments and Commercial Real Estate Department and prior to joining Merrill Lynch, held accounting and legal-related positions at Prudential Securities Incorporated. Mr. Gilbert holds a B.A. from Union College in Schenectady, New York.
BrettStevenKlein. Mr.KleinhasbeenanInterestedTrusteesinceApril18,2016.HeisanExecutive ManagingDirectorandHeadofU.S.CorporateCreditforOch-Ziff.Mr.Kleinoverseesperformingand distressedcreditinvestmentswithinOch-Ziff ’sOpportunisticCreditandInstitutionalCreditStrategies, withafocusonloans,bondsandcreditderivatives.Mr.KleinjoinedOch-Ziffin2002asanAnalystonthe Creditteam.Throughouthistenure,Mr.KleinhasbeeninstrumentalinbuildingOch-Ziff ’sglobal
corporatecreditbusiness,continuouslyrefiningtheteam’sresearchandinvestmentselectionprocesses,as wellasdiversifyingtheuniverseofOch-Ziff ’screditinvestmentdisciplines.PriortojoiningOch-Ziff, Mr.KleinwasanAssociateintheInvestmentBankingDivisionatMorganStanley,whereheworkedasa memberoftheMergers&AcquisitionsgroupspecializinginMedia&Telecommunications.Mr.Klein holdsaB.S.inEconomicsfromtheWhartonSchooloftheUniversityofPennsylvania.
IndependentTrustees
MichaelM.Kassen. Mr.KassenhasbeenanIndependentTrusteesinceJanuary15,2016.Heisa
privateinvestorandChairmanoftheBoardoftheAmericanIsraelPublicAffairsCommittee.From 1990–2002,Mr.KassenservedatNeubergerBerman,ultimatelybecomingaDirectorandthefirstChief InvestmentOfficerof thefirm.From1988to1990,Mr.KassenservedasaGeneralPartnerofSteamboat Partners,andfrom1978to1988,heservedasanEquityAnalyst,ResearchDirectorandPortfolioManager atFidelityInvestments.Mr.KassenholdsanA.B.inHistoryfromPrincetonUniversityandanM.B.A. fromHarvardBusinessSchool.
VernonB.Schwartz. Mr.SchwartzhasbeenanIndependentTrusteesinceMarch16,2016.
Mr.SchwartzalsoservesasadirectorandmemberoftheauditcommitteeofNorthStarIncome.Hehas servedasExecutiveVicePresidentatiStarsince2005.Heisresponsibleformanagingaportfolioof investments,includingiStar’scondominiumportfolioanditsEuropeanassets.HeservedasPresidentof AutoStar,iStar’splatformfocusedontheautodealershipmarket.Mr.Schwartzhasbeenactiveinreal estateinvestmentanddevelopmentforalmost30years.Previously,Mr.Schwartzwasafoundingpartner andChiefExecutiveOfficerofFalconFinancial,thepredecessorofAutoStarbeforeitwasacquiredby iStarin2005.PriortoformingFalconFinancial,Mr.SchwartzwastheChiefExecutiveOfficerofSoros RealEstateAdvisors,theadvisortoQuantumRealtyPartners,anoffshorerealestateinvestmentfund sponsoredbyGeorgeSorosandPaulReichmann.Priortothat,hewasChairman,PresidentandChief Executive Officer of Catellus Development Corporation, the largest private landowner in the state of California, and also held executive positions with The Hahn Company, a developer, owner and operator of regionalshoppingcenters,andBankof Montreal.Mr.SchwartzholdsaBachelorof Commercedegreein EconomicsandanM.B.A.fromtheUniversityoftheWitwatersrandinJohannesburg,SouthAfrica.
JackF.Smith,Jr. Mr.SmithhasbeentheleadIndependentTrustee,chairmanoftheaudit
committeeandfinancialexpertoftheauditcommitteesinceJanuary15,2016.Hehasalsobeenan independentdirectorforNorthStarIncomeandthechairmanandfinancialexpertof NorthStarIncome’s auditcommitteesinceJanuary2010.Mr.Smithisalsoamemberoftheboardof directorsandchairmanof the audit committee of NorthStar Healthcare, a position he has held since June 2011. Mr. Smith was a partner with Deloitte & Touche LLP from June 1984 until August 2009. Subsequent to his retirement in 2009,Mr.Smithhasengagedininvestinginandmanagementofpersonalrealestateandotherassets.He servedastheheadofthefirm’srealestateindustrypracticeforAtlanta,GeorgiaandtheSoutheastfrom June1996toJune2007.Mr.SmithbeganhiscareerasanaccountantwithHaskins&Sells(laterDeloitte& ToucheLLP)in1973,wherehisresponsibilitiesincludedaudits,duediligenceonacquisitionsandmergers, businessandaccountingadviceandassistanceinproblemresolution.Duringthecourseofhiscareer,Mr. Smithhasservedclientsofvaryingsizesinmanydifferentindustries,includingpublicandprivateREITs,real estatedevelopers,merchantbuilders,realestateinvestmentfunds,realestateoperatingcompaniesandhotels. Mr.SmithisacertifiedpublicaccountantinbothGeorgiaandTennessee.Mr.Smithisamemberofthe TennesseeTechnologicalUniversityCollegeofBusinessFoundation,theAmericanInstituteofCertified PublicAccountants,theTennesseeSocietyofCertifiedPublicAccountantsandtheGeorgiaSocietyof CertifiedPublicAccountants.Mr.SmithholdsaB.S.inAccountingfromTennesseeTechnological UniversityinCookeville,TennesseeandanM.B.A.fromEmoryUniversityinAtlanta,Georgia.
Nomination of Trustees
The Independent Trustees will consider qualified trustee nominees recommended by Shareholders when such recommendations are submitted in accordance with the Fund’s bylaws and any applicable law, rule or regulation regarding trustee nominations. When submitting a nomination for consideration, a Shareholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each trustee nominee: full name, age, business address and
residence address; number of the Shares owned, if any; and all other information relating to such trustee nominee that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, including such trustee nominee’s written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected.
Executive Officers
The following persons serve as the Fund’s and the Master Fund’s executive officers in the following capacities:
Name Age Positions Held
Daniel R. Gilbert . . . 46 Chairman of the Board, Chief Executive Officer and President
Frank V. Saracino. . . 49 Chief Financial Officer and Treasurer
Ronald J. Lieberman . . . 46 Executive Vice President, General Counsel and Secretary Brett Shayne Klein . . . 38 Chief Operating Officer
Sandra M. Forman . . . 50 Chief Compliance Officer, Associate General Counsel and Assistant Secretary
The address for each executive officer is c/o NorthStar Corporate Income Fund-T, 399 Park Avenue, 18th Floor, New York, New York 10022.
Information about Executive Officers Who are Not Trustees
Frank V. Saracino. Mr. Saracino joined NorthStar in August 2015, and has served as Chief Financial
Officer and Treasurer of the Fund, the Master Fund and NorthStar Corporate Income Fund since inception. Mr. Saracino also currently serves as the Chief Financial Officer and Treasurer of NorthStar Real Estate Capital Income Master Fund, NorthStar Real Estate Capital Income Fund and NorthStar Real Estate Capital Income Fund-T. In addition, Mr. Saracino has served as Chief Financial Officer and Treasurer of each of NorthStar Income, NorthStar Income II, NorthStar Healthcare and NorthStar/RXR