[Letterhead of Sierra Total Return Fund]
November 9, 2016
Via Edgar
Dominic Minore, Esq.
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
| Re: | Sierra Total Return Fund Registration Statement on Form N-2, File Nos. 333-209496; 811-23137 (the “Registration Statement”) |
Dear Mr. Minore:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sierra Total Return Fund hereby respectfully requests that the above-captioned Registration Statement, including all amendments thereto, be ordered effective on November 9, 2016, at 3:00 p.m., or as soon thereafter as practicable.
The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant further acknowledges that the Registrant is responsible for the adequacy and accuracy of the disclosure in the filing and the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.
By: /s/ Seth Taube
Seth Taube
Chief Executive Officer
