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
Form of DEALER MANAGER AGREEMENT Sierra Total Return Fund October [•], 2016Dealer Manager Agreement • November 4th, 2016 • Sierra Total Return Fund • New York
This Dealer Manager Agreement (this “Agreement”) 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”).
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”).
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.
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”).
