Notice of Termination relating the Advisory Agreement
December 27, 2021
BY U.S. MAIL AND ELECTRONIC MAIL
Mr. Richard T. Allorto, Jr.
Chief Financial Officer
SIC Advisors LLC
100 Park Avenue, 16th Floor
New York, New York 10017
|Re:||Termination of the Investment Advisory Agreement (“Advisory Agreement”) by and |
between Sierra Income Corporation (“Sierra”) and SIC Advisors LLC (the “Adviser”)
Dear Mr. Allorto:
I am writing on behalf of Sierra to notify you of the decision by the members of the Board of Directors of Sierra who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, of Sierra, to terminate the Advisory Agreement by and between Sierra and the Adviser effective upon the later of February 25, 2022 or the effective time of the merger of Mercury Acquisition Sub, Inc. (“Acquisition Sub”), a Maryland corporation and a direct wholly owned subsidiary of Barings BDC, Inc. (“BBDC”), a Maryland corporation, on the terms and subject to the conditions set forth in the Agreement and Plan of Merger, by and among Sierra; BBDC; Acquisition Sub; and Barings LLC, BBDC’s investment adviser.
Please confirm your receipt of this written notice of termination, which is being provided to the Adviser in accordance with Section 11(b) of the Advisory Agreement, by signing and returning this letter to my attention at your earliest convenience.
Please feel free to contact me at ###-###-#### or David Mahaffey at ###-###-#### with any questions. Thank you for your assistance in this matter.
|/s/ Stephen R. Byers|
|Stephen R. Byers|
|Independent Chairman of Sierra|
Agreed and Accepted on Behalf of SIC Advisors LLC
|Signature:||/s/ Richard T. Allorto, Jr.|
|Name:||Richard T. Allorto, Jr.|
|Title:||Chief Financial Officer|
|cc:||Mr. Howard Liao|
|Mr. Dean Crowe|
|Mr. David Richards|