Exhibit 99.15
FORM OF PURCHASE AGREEMENT
Sierra Prime Income Fund, a closed-end management investment company
(the "Fund"), and Sierra Fund Administration Corporation, a California
Corporation ("Sierra Administration"), intending to be legally bound, hereby
agree as follow:
1. In order to provide the Fund with its initial capital, the Fund
hereby sells to Sierra Administration and Sierra Administration hereby purchases
shares of Class A Common Shares, with no par value per share, (the "Class A
Common Shares") of the Fund as follows: 10,000 shares of the Class A Common
Shares of Sierra Prime Income Fund at $10.00 per share. The Fund hereby
acknowledges receipt from Sierra Administration of $100,000 in full payment for
the Shares.
2. Sierra Administration represents and warrants to the Fund that the
Class A Common Shares are being acquired for investment and not with a view to
distribution thereof and that Sierra Administration has no present intention to
redeem or dispose of any of the Class A Common Shares.
3. Sierra Administration hereby agrees that it will not redeem any of
the Class A Common Shares prior to the time that the Fund has completed the
amortization of its organizational expenses. In the event that the Fund
liquidates before the deferred organizational expenses are fully amortized, then
the Class A Common Shares shall bear their proportionate share of such
unamortized organizational expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
__ day of February, 1996.
SIERRA PRIME INCOME FUND
By: _____________________________
F. Xxxxx Xxxxxx
Title: President
SIERRA FUND ADMINISTRATION CORPORATION
By: _____________________________
Xxxxx X. Xxxxx
Title: Chief Financial Officer,
Secretary and Treasurer
