FORM OF CUSTODY AGREEMENT dated as of July [●], 2016 by and between SIERRA TOTAL RETURN FUND (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian” and “Document Custodian”)Custody Agreement • November 4th, 2016 • Sierra Total Return Fund • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of July [●], 2016, and is by and among Sierra Total Return Fund, a corporation organized under the laws of the State of Maryland, having its principal place of business at 280 Park Avenue, 6th Floor East, New York, NY 10017, as the company (and any successor or permitted assign, the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”), and the Custodian in its capacity as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).
FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • November 4th, 2016 • Sierra Total Return Fund • New York
THIS AGREEMENT is made as of ____________, 2016, between Sierra Total Return Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).
FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Sierra Total Return Fund a Delaware Statutory TrustAgreement and Declaration of Trust • November 4th, 2016 • Sierra Total Return Fund
AMENDED and restated DEALER MANAGER AGREEMENT Sierra Total Return Fund August 2, 2017Dealer Manager Agreement • August 14th, 2017 • Sierra Total Return Fund • New York
This Amended and Restated Dealer Manager Agreement (this “Agreement”) amends and restates the dealer manager agreement, dated as of October 21, 2016, and is entered into as of the date written above by and between Sierra Total Return Fund (the “Company”), a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”) and SC Distributors, LLC, a Delaware limited liability company (the “Dealer Manager”).
ContractSubscription Agreement • August 14th, 2017 • Sierra Total Return Fund
CURRENT FORM AS OF 7/26/17 VERSION A Minimum Initial Investment is $2,500 Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted. SUBSCRIPTION AGREEMENT 2. Account Type - Check One Box Only 1. Investment Amount of Subscription State of Sale Payment will be made with: Enclosed Check Funds Wired Funds to Follow - Name of Institution Volume Discount*: Check this box ONLY after discussion with your Broker-Dealer. Please provide a separate request in writing that sets forth the basis for receiving a volume discount as set forth in the appropriate prospectus. *Any combination request will be subject to our verification that the subscriptions to be combined are made by a single qualifying purchaser. Please see “Volume Discounts” section of the prospectus for further information on volume discount qualifications. For Non-Qualified Custodial Accounts and All Qualified Accounts, please complete Section 5 Account Type Additio
Second Amended and Restated Expense Support AgreementExpense Support Agreement • August 14th, 2017 • Sierra Total Return Fund • New York
This Second Amended and Restated Expense Support Agreement (the “Agreement”) is entered into this 11th day of May, 2017, by and between Sierra Total Return Fund (the “Fund”) and STRF Advisors LLC (the “Advisor”).
FORM OF WHOLESALE MARKETING AGREEMENTWholesale Marketing Agreement • November 4th, 2016 • Sierra Total Return Fund • Colorado
THIS AGREEMENT is entered into effective as of the __day of _________, 2016, by and among ALPS Distributors, Inc., a Colorado corporation (the “Distributor”) and SC Distributors, LLC, a Delaware limited liability company(“SC”).
First Amendment to the Second Amended and Restated Expense Support AgreementExpense Support Agreement • July 26th, 2017 • Sierra Total Return Fund
This First Amendment to the Second Amended and Restated Expense Support Agreement is entered into this 25th day of July, 2017, by and between Sierra Total Return Fund (the “Fund”) and STRF Advisors LLC (the “Adviser”).
WHOLESALE MARKETING AGREEMENTWholesale Marketing Agreement • August 14th, 2017 • Sierra Total Return Fund • Colorado
THIS AGREEMENT is entered into effective as of the 5th day of January, 2017, by and among ALPS Distributors, Inc., a Colorado corporation (the “Distributor”) and SC Distributors, LLC, a Delaware limited liability company (“SC”).
ContractMaster Investment Agreement • June 13th, 2017 • Sierra Total Return Fund
Amendment dated as of June 6, 2017, to Master Investment Agreement, dated as of June 3, 2016, among Medley LLC, Medley Seed Funding I LLC, Medley Seed Funding II LLC, Medley Seed Funding III LLC, DB MED Investor I LLC and DB MED Investor II LLC (incorporated by reference to Exhibit 10.1 to Medley Management Inc.’s Form 8-K filed on June 12, 2017).
JOINT FILING AGREEMENTJoint Filing Agreement • June 13th, 2017 • Sierra Total Return Fund
This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2016 • Sierra Total Return Fund • Delaware
This Indemnification Agreement is effective as of [ ], 2016 (this “Agreement”) and is between Sierra Total Return Fund (the “Fund”), a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), and the undersigned (the “Indemnitee”).
FORM OF INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 4th, 2016 • Sierra Total Return Fund • New York
The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.
ContractMaster Investment Agreement • June 13th, 2017 • Sierra Total Return Fund
Master Investment Agreement, dated as of June 3, 2016, among Medley LLC, Medley Seed Funding I LLC, Medley Seed Funding II LLC, Medley Seed Funding III LLC, DB MED Investor I LLC and DB MED Investor II LLC (incorporated by reference to Exhibit 10.11 to Medley LLC’s Amendment No. 1 to Form S-1 (File No. 333-212514) filed on July 28, 2016).
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • November 4th, 2016 • Sierra Total Return Fund • Delaware
This Administration Agreement (this “Agreement”) is made as of [ ], 2016, by and between SIERRA TOTAL RETURN FUND, a Delaware statutory trust (hereinafter referred to as the “Company”), and MEDLEY CAPITAL LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).
FORM OF SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • November 4th, 2016 • Sierra Total Return Fund • New York
THIS SUB-AGREEMENT (the “Agreement”) is made as of __________, 2016, between Medley Capital LLC, a Delaware limited liability company, which serves as the administrator (the “Administrator”) of Sierra Total Return Fund, a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
Form of Expense Support AgreementExpense Support Agreement • November 4th, 2016 • Sierra Total Return Fund • New York
This Expense Support Agreement (the “Agreement”) is entered into this 10th day of August 2016, by and between Sierra Total Return Fund (the “Fund”) and STRF Advisors LLC (the “Advisor”).
