0001665056-17-000015 Sample Contracts

Contract
Master 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).

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JOINT FILING AGREEMENT
Joint 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.

Contract
Master 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).

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