Contract

Exhibit p(2)

 

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 Additional Required Documentation Individual XXX* If XXX, Transfer on Death form *Please see Section 2 of Investor Instructions for details Joint Tenants XXX* Tenants in Common* Community Property* If JTWROS XXX, Transfer on Death form *All parties must sign / Please see Section 2 of Investor Instructions for details Trust Trustee Certification form or trust documents Estate Documents evidencing individuals authorized to act on behalf of estate Custodial UGMA: State of: ______ UTMA: State of: ______ None Corporation C Corp S Corp Articles of Incorporation or Corporate Resolution LLC Enter the tax classification (C= C Corporation, S= S Corporation, P= Partnership) _____ LLC Operating Agreement or LLC Resolution Partnership Partnership Certification of Powers or Certificate of Limited Partnership Non-Profit Organization Formation document or other document evidencing authorized signers Profit Sharing Plan* Defined Benefit Plan* XXXXX Plan* Pages of plan document that list plan name, date, trustee name(s) and signatures *Please see Section 2 of Investor Instructions for details Traditional IRA SEP XXX XXXX XXX Simple IRA Inherited/Beneficial IRA For Inherited IRA indicate Decedent’s name: ____________________________ Other (Specify) _______________________________________ AN INVESTMENT IN THE OFFERING OR “INVESTMENT PROGRAM” DESCRIBED HEREIN CANNOT BE COMPLETED UNTIL AT LEAST FIVE (5) BUSINESS DAYS AFTER THE DATE THE INVESTOR RECEIVED THE FINAL PROSPECTUS FOR THIS OFFERING. SUBSCRIPTIONS WILL BE EFFECTIVE ONLY UPON OUR ACCEPTANCE, AND WE RESERVE THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. IF REJECTED, ALL FUNDS SHALL BE RETURNED TO SUBSCRIBERS WITHOUT INTEREST AND WITHOUT DEDUCTION FOR ANY EXPENSES WITHIN TEN (10) BUSINESS DAYS FROM THE DATE THE SUBSCRIPTION IS REJECTED. INVESTORS WILL RECEIVE A CONFIRMATION OF THEIR PURCHASE. IF YOU HAVE ANY QUESTIONS, PLEASE CALL YOUR REGISTERED REPRESENTATIVE, SC DISTRIBUTORS, LLC (MEMBER FINRA/SIPC) AT 0-000-000-0000. 1a. Share Class - The Selection of a Share Class is Required Please consult with your Financial Advisor and check one of the following options pertaining to the class of shares you intend to purchase. The Prospectus contains additional information regarding these share classes, including the different fees which are payable with respect to each share class. FOR STRF INVESTORS - SHARE CLASS REQUIRED Class S

 

CURRENT FORM AS OF 7/26/17 VERSION A Custodian/Trustee Name: Custodian/Trustee Address: City: State: Zip Code: Custodian/Trustee Phone: Custodian/Trustee TIN: Investor Account Number with Custodian/Trustee: If you select more than one option you must indicate the percentage of your distribution to be applied to each option and the sum of the allocations must equal 100%. If you do not complete this section, distributions will be paid to the registered owner at the address in Section 4 above. IRA accounts may not direct distributions without the custodian’s approval. Distributions may be funded from borrowings, offering proceeds, or proceeds from the sale of assets, which may constitute a return of capital and significantly reduce the amount of capital available for investment by STRF. Any capital returned to investors through distributions will be returned after certain fees and expenses are paid to the sponsor of this offering or its affiliates. Send distributions via check to investor’s home address (or for Qualified Plans to the address listed in Section 5) Send distributions via check to the alternate payee listed here (not available for Qualified Plans without custodial approval) % of Distribution 6. Distribution Information 5. Third Party Custodian/Trustee Information Please print names in which shares of common stock are to be registered. Include trust name if applicable. If IRA or qualified plan, include both custodian and investor names and Tax ID Numbers. If same as above, write “Same.” (This is the name that will appear on your statement.) Title Line 1: Title Line 2: SSN/TIN: 3. Investment Title - SSN or TIN Required Investor #1 Name: SSN/Tax ID: DOB: Investor #2 Name: SSN/Tax ID: DOB: Street Address: City: State: Zip Code: Optional Mailing Address: City: State: Zip Code: Phone (day): Phone (evening): E-mail: 4. Investor Information Primary Investor is: Individual, Trust/Qualified Plan, Entity, Minor (UGMA/UTMA) Secondary Investor is: Additional Account holder, Trustee, Officer/Authorized Signer, Custodian (UGMA/UTMA) Make checks payable to the custodian and send ALL paperwork directly to the custodian. The custodian/trustee is responsible for sending payments pursuant to the instructions as set forth below. Applies to ALL retirement accounts and to non-retirement accounts that have elected to use a third party custodian/trustee. Please attach a separate sheet with the above information for each additional investor. NOTE: Any and all U.S. taxpayers are required to complete Section 11. (If a foreign national is, in fact, a U.S. taxpayer, complete Section 11.) Please refer to the Guidelines for U.S. Taxpayer Certifications in the Investor Instructions of this Subscription Agreement regarding your SSN or TIN. * If non-resident alien, investor must submit the appropriate IRS Form W-8 (e.g., Form W-8BEN, W-8ECI, W-8EXP or W-8IMY) in order to make an investment. The applicable IRS Form can be obtained from the IRS by visiting xxx.xxx.xxx or by calling 0-000-XXX-XXXX (0-000-000-0000). Citizenship: Please indicate Citizenship Status (Required) US Citizen US Citizen residing outside the US Resident Alien Non-Resident Alien* Country: Check here if you are subject to backup withholding All dividends and capital gains will be reinvested unless otherwise indicated below.

RRENT FORM AS OF 7/26/17 VERSION A Instead of receiving paper copies of the Prospectus, Prospectus supplements, annual reports, proxy statements, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications from Sierra Total Return Fund. If you would like to consent to electronic delivery please visit our website at xxx.XxxxxxXxxxxXxxxxxXxxx.xxx. Based on the information I obtained from the investor regarding the investor’s financial situation and investment objectives, I hereby certify to Sierra Total Return Fund, that I have reasonable grounds to believe that the purchase of the shares by the investor is suitable for this investor and such investor has sufficient net worth and is in a position to realize the benefits of an investment in the shares, and further that I have (a) informed the investor of all aspects of liquidity and marketability of this investment, including the restrictions on transfers of the shares, (b) delivered the Prospectus to the investor the requisite number of days prior to the date that the investor will deliver this Subscription Agreement to the issuer as specified under the laws of the investor’s principal state of residence or principal state of business, as applicable, (c) verified the identity of the investor through appropriate methods and will retain proof of such verification process as required by applicable law, and (d) verified that the investor and the registered owner do not appear on the Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions. If a Registered Associate of a FINRA member firm or a Registered Investment Advisor, I hereby certify that I am properly licensed and I am registered in the state of sale. State of sale is defined as the investor’s principal place of residence or principal place of business, as applicable. Signature of Financial Advisor: Date: (If required by Broker-Dealer) Branch Manager Signature: Date: 8. Electronic Delivery (optional) Direct Deposit: (Attach Voided Check) I/we authorize STRF, or its agent, DST Systems, Inc. by or through a third party provider, (as applicable, the “Issuer”) to deposit my distribution/dividend to my checking or savings account. This authority will remain in force until I notify the Issuer in writing to cancel it. If the Issuer deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit. The above services cannot be established without a pre-printed voided check. For electronic funds transfers, signatures of bank account owners are required exactly as they appear on the bank records. If the registration at the bank differs from that on this Subscription Agreement, all parties must sign below. (not available for custodial held accounts without the custodian’s approval) Checking Savings Name: Address: City: State: Zip Code: Account Number: Financial Institution Name: % of Distribution: ABA/ Routing Number: Account Number: 6. Distribution Information, continued Broker-Dealer Name: Financial Advisor Name: Rep Number: Financial Advisor’s Firm Name: Branch ID: Financial Advisor’s Address: Financial Advisor’s City: State: Zip Code: Financial Advisor’s Phone: Financial Advisor’s Fax Number: Financial Advisor’s E-mail Address: This Subscription was made as follows: Through a participating Broker-Dealer Through a participating RIA* unaffiliated with a participating Broker-Dealer *RIAs must first execute a firm level RIA Placement Agreement with SC Distributors (the Dealer Manager for Sierra Total Return Fund) before conducting business. To obtain an RIA Placement Agreement or for additional questions please contact SC Distributors at: 000-000-0000. 7. Broker-Dealer and Financial Advisor Information 9. Telephone & Online Privleges As a shareholder, you will automatically have access to your accounts via our automated telephone and online computer services unless you specifically decline from them below. I DO NOT want any telephone privileges. I DO NOT want online privileges. CURRENT FORM AS OF 7/26/17 VERSION A

You must check the box in item 2 below next to the statement that applies to you. SELECTION REQUIRED BELOW Under penalties of perjury, I certify that: 1. The number shown in Section 4 of this Subscription Agreement is my correct taxpayer identification number, and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, or I am subject to backup withholding because I have been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, and 3. I am a U.S. citizen or other U.S. person (as defined in the Guidelines), and 4. The FATCA code(s) entered on this form (if any) indicating I am exempt from FATCA reporting is correct. Certification Exempt payee code (If any) Exemption from FATCA reporting code (If any) (Applies to accounts maintained outside the U.S.) INFORMATION REQUIRED BELOW 10. Cost Basis Method Selection The cost basis of covered shares, generally shares acquired on or after January 1, 2012, is determined using the fund’s default method, unless you elect a different method below. Please check one box. If left blank, it will default to average cost (ACST). *If you elect Specific Share Identification, you may also elect a Secondary Method, other than Average Cost, that will apply when lots are not specified. If a Secondary Method is not elected, the default is FIFO. The method you elect will apply to covered shares for funds established under this account, including funds you may acquire at a later date, unless you instruct us otherwise. If available, cost basis for noncovered shares, generally shares acquired before January 1, 2012, is determined using the Average Cost method. Noncovered shares are redeemed prior to covered shares unless otherwise specified at the time of the redemption. To determine which cost basis method is appropriate for your tax situation, please consult a qualified tax professional. Average Cost (ACST) Default Cost Basis Method First In, First Out (FIFO) Last In, First Out (LIFO) Low Cost (LOFO) High Cost (HIFO) Loss Gain Utilization (LGUT) Specific Share Identification (SLID) Secondary Method* _______ I have received and read the Prospectus for Sierra Total Return Fund and agree to the terms therein. I am responsible for reading the prospectus and Statement of Additional Information of Sierra Total Return Fund. I authorize Sierra Total Return Fund, and its agents to act upon instructions (by phone or in writing) believed to be genuine for this account or any account into which exchanges are made. I agree that neither Sierra Total Return Fund nor its agents and affiliates will be liable for any loss, cost, or expense for acting on such instructions, provided Sierra Total Return Fund employ reasonable procedures to confirm that instructions are genuine. Per state requirements, property may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law. 11. Subscriber Acknowledgements & Signatures If you do not provide a correct taxpayer identification number, you may be subject to a $100 IRS penalty. CURRENT FORM AS OF 7/26/17 VERSION A

11. Subscriber Acknowledgements & Signatures, continued IN ORDER TO HAVE THIS AGREEMENT EXECUTED, THE INVESTOR(S) MUST SIGN THIS SECTION The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Please enclose a copy of your driver’s license or other government issued photo identification card. (This will expedite in the processing of your account) Owner Signature Date Co-Owner Signature (If applicable) Date AUTHORIZATION: FOR AUTHORIZED REPRESENTATIVE OF CUSTODIAN USE ONLY Signature of Custodian(s) or Trustee(s): By signing this Subscription Agreement, the Custodian authorizes the investor to vote the number of shares of STRF that are beneficially owned by the investor as reflected on the records of STRF as of the applicable record date at any meeting of the shareholders of STRF. This authorization shall remain in place until revoked in writing by the Custodian. STRF is xxxxxx authorized to notify the investor of his or her right to vote consistent with this authorization. Authorized Signature (Custodian or Trustee) Date Subscription Agreements may be faxed to: 855.223.2474 PLEASE NOTE: Only original, completed copies of the Subscription Agreement can be accepted. We cannot accept photocopied or otherwise duplicated Subscription Agreements. Sierra Total Return Fund Investors: The Subscription Agreement, together with a check made payable to “Sierra Total Return Fund” for the full purchase price, should be delivered to the address in Section 12a. For Non-Custodial Accounts: Please mail a completed original Subscription Agreement along with a check and the appropriate documents outlined in Sections 1 and 2 of this Subscription Agreement, to the appropriate address as outlined in Section 12a. For Custodial Accounts: Please mail a completed original Subscription Agreement directly to the custodian, along with your check and the appropriate documents outlined in Sections 1 and 2 of this Subscription Agreement. Overnight Mail Investment Processing Department c/o DST Systems, Inc. 000 X. 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Regular Mail Investment Processing Department c/o DST Systems, Inc. PO BOX 219731 Kansas City, MO 64121-9731 Should you have any questions or concerns and require customer service to handle your request or inquiry, please contact our transfer agent at: Investment Processing Department c/o DST Systems, 000 X. 0xx Xx., Xxxxxx Xxxx, XX 00000 Investors: 888.292.3178 Financial Advisors: 877.907.1148 UMB Bank, N.A. 0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxx Xxxx, XX 00000 ABA #: 000000000 Account #: 9871976130 FAO: (Include Account Title) Payment may be wired to: 12. Check Instructions 12a. Mailing Address CURRENT FORM AS OF 7/26/17 VERSION A