Common use of Integration; Amendment; Counterparts; Governing Law Clause in Contracts

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ F. Briax Xxxxxx ------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation By /s/ Keitx X. Xxxxx ---------------------------------------- Title: Senior Vice President and Secretary

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ _____________________ Name: F. Briax Xxxxx Xxxxxx ------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation Services, Inc. By /s/ Keitx X. Xxxxx ---------------------------------------- _____________________ Name: Title: Senior Vice President and SecretaryAuthorized Officer

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ F. Briax Xxxxxx ------------------------- ------------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation By /s/ Keitx X. Xxxxx ---------------------------------------- ------------------------------------------ Title: Senior Vice President and Secretary

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ F. Briax Xxxxxx ------------------------- --------------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation By /s/ Keitx X. Xxxxx ---------------------------------------- Title: Senior Vice President and SecretaryPresident

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ F. Briax Bxxxx Xxxxxx ------------------------- ---------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation By /s/ Keitx X. Xxxxx ---------------------------------------- -------------------------------------------- Title: Senior Vice President and Secretary

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and 20 21 effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ F. Briax Xxxxxx ------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation By /s/ Keitx X. Xxxxx ---------------------------------------- Title: Senior Vice President and Secretary.

Integration; Amendment; Counterparts; Governing Law. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and may not be modified, amended, or waived except by a written instrument duly executed by the party against whom such modification, amendment, or waiver is sought to be enforced. If any provisions 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. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall be governed in accordance with the internal substantive laws of the Commonwealth of Massachusetts. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and effected by an authorized officer of the Trust, acting as such, and neither such authorization nor such execution and delivery shall be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust Agreement. Please confirm that the foregoing accurately sets forth our agreement by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us as of the date first set forth above. Very truly yours, Sierra Prime Income Fund By /s/ F. Briax Xxxxxx ------------------------- --------------------------------------- Title: President ACCEPTED: Sierra Investment Services Corporation By /s/ Keitx X. Xxxxx ---------------------------------------- --------------------------------------- Title: Senior Vice President and Secretary