0001047469-12-010472 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of October 5, 2012, and is by and between Priority Senior Secured Income Fund, Inc. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 10 East 40th Street, 44th Floor, New York, NY 10016, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.

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FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN PRIORITY SENIOR SECURED INCOME FUND, INC. AND PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC
Investment Advisory Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • New York

Agreement made this [ ] day of [ ] 2012, by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (the “Corporation”), and Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Adviser”).

FORM OF INVESTOR SERVICES AGREEMENT
Investor Services Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • New York

INVESTOR SERVICES AGREEMENT (this “Agreement”) made as of [ ], 2012 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Behringer Harvard Priority Investor Services LLC, a Delaware limited liability company (hereinafter referred to as the “Investor Services Administrator”).

FORM OF ESCROW AGREEMENT
Escrow Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • Delaware

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2012 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (“Company”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • New York

AGREEMENT (this “Agreement”) made as of [ ], 2012 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Prospect Administration LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

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