RISK FACTORS

Investing in our shares involves a number of significant risks. You should consider carefully the information found in the “Risk Factors” section of our prospectus before making an investment in our shares. The risks involved in investing in us include, but are not limited to:

(1) Because the Fund is newly organized, its shares have no pricing or performance history.

(2) The Fund has no minimum asset threshold that must be satisfied prior to launch. The amount of capital actually raised by the Fund may be insufficient to allow the Fund to realize its investment objective, which may adversely affect the Fund’s financial condition, liquidity and results of operations.

(3) Shares of the Fund will not be listed on any securities exchange, which makes them inherently illiquid.

(4) There is no secondary market for the Fund’s shares, and it is not anticipated that a secondary market will develop.

(5) Shares of the Fund are not redeemable.

(6) In order to provide some liquidity to its shareholders, the Fund intends to offer to repurchase its outstanding shares on a quarterly basis. One of the Fund’s repurchase offers will be conducted pursuant to a fundamental policy, pursuant to which the Fund intends to offer to repurchase 5% of its outstanding shares on a non-discretionary basis in the third calendar quarter of each year. Subject to the Fund’s discretion, the remaining three repurchase offers are intended to be in the first, second and fourth calendar quarters of each year and in such amounts as the Fund’s board of trustees may determine in its sole discretion. There can be no assurance, however, that any Discretionary Repurchase will be made. In addition, you will be charged an early withdrawal charge of 1.00% if you elect to have the Fund repurchase your Class T shares during the first year of your purchase.

(7) You should consider that you may not have access to the money you invest for an indefinite period of time.

(8) Regardless of how the Fund performs, an investor may not be able to sell or otherwise liquidate his or her shares whenever such investor would prefer and will be unable to reduce his or her exposure on any market downturn.

(9) If and to the extent that a public trading market ever develops, shares of closed-end investment companies, such as the Fund, may have a tendency to trade frequently at a discount from their NAV per share, which is determined daily, and initial offering prices.

(10) The amount of distributions that the Fund may pay, if any, is uncertain.

(11) The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds, borrowings, and amounts from the Fund’s affiliates that are subject to repayment by investors.

Sierra Total Return Fund is new and has a limited operating history.

The material in this Website does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. The prospectus must be read in order to understand fully all the implications and risks of any offering of securities to which it relates.

Investing in Sierra Total Return Fund (the “Fund”) involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or all of your investment. The ability of the Fund to achieve its investment objective depends, in part, on the ability of the Advisor to effectively allocate the assets of the Fund among the various securities and investments in which the Fund invests. There can be no assurance that the actual allocations will be effective in achieving the Fund’s investment objective or delivering positive returns.

Investors should carefully consider the investment objectives, risks, charges and expenses of Sierra Total Return Fund. This and other important information about the Fund is contained in the prospectus, which can be obtained by contacting your financial advisor or visiting www.sierratotalreturnfund.com. The prospectus should be read carefully before investing.

There currently is no secondary market for the Fund’s shares and the Fund expects that no secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers, regardless of how the Fund performs. Investments in lesser-known, small and medium capitalization companies may be more vulnerable than larger, more established organizations. The Fund’s investments may be negatively affected by the broad investment environment and capital markets in which the Fund invests, including the real estate market, the debt market and/or the equity securities market. The value of the Fund’s investments will increase or decrease based on changes in the prices of the investments it holds. This will cause the value of the Fund’s shares to increase or decrease. The Fund is “non-diversified” under the Investment Company Act of 1940 since changes in the financial condition or market value of a single issuer may cause a greater fluctuation in the Fund’s net asset value than in a “diversified” fund. The Fund is not intended to be a complete investment program.net asset value than in a “diversified” fund. The Fund is not intended to be a complete investment program.

SC Distributors is the exclusive wholesale marketing agent for Sierra Total Return Fund. ALPS Distributors, Inc. is the distributor of Sierra Total Return Fund. ALPS Distributors, Inc. is not affiliated with SC Distributors, STRF Advisors, Sierra Income Corporation or Medley.