On June 6, 2017, Medley LLC (Medley) entered into an amendment to
its Master Investment Agreement (the Agreement) with DB MED
INVESTOR I LLC and DB MED INVESTOR II LLC (the Investors). The
Agreement, as amended, provides that, among other things, the
parties have committed to increase their investment up to
approximately $53.8 million in new and existing Medley managed
funds (the Joint Venture) to support growth of the platform. In
addition, the Agreement extends the Joint Venture from 7 years to
a 10 year term from the Closing Date (as defined in the
Agreement). Medley has committed to contribute up to
approximately $13.8 million, and an interest in STRF Advisors
LLC, the investment advisor to Sierra Total Return Fund, in
exchange for common equity interests in the Joint Venture which
provides for 85% of the profits of the Joint Venture after the
preferred distribution. The Investors have committed to invest up
to $40 million in exchange for preferred equity interests in the
Joint Venture. On account of the preferred equity interests, the
Investors will receive an 8% preferred distribution, 15% of the
Joint Ventures profits, and all of the profits from the
contributed interest in STRF Advisors LLC. Medley has the option,
subject to certain conditions, to cause the Joint Venture to
redeem the Investors interest in exchange for repayment of the
outstanding investment amount at the time of redemption, plus
certain other considerations. The Investors have the right, after
ten years, to redeem their interests in the Joint Venture. The
Agreement does not contain any mark-to-market provisions which
would force liquidation of any assets. Total contributions to the
Joint Venture amounted to $27.5 million through March 31, 2017.

The foregoing description of the Amendment is a summary and is
qualified in its entirety by reference to the full text of the
Amendment, attached as Exhibit 10.1 hereto and incorporated
herein by reference.

(d) Exhibits.