0001144204-17-042822 Sample Contracts

AMENDED and restated DEALER MANAGER AGREEMENT Sierra Total Return Fund August 2, 2017
Dealer 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”).

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Contract
Sierra Total Return Fund • August 14th, 2017

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 Agreement
Expense 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”).

WHOLESALE MARKETING AGREEMENT
Wholesale 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”).

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