Common use of Services to be Rendered Clause in Contracts

Services to be Rendered. by Sub-adviser to the Sierra Variable Trust. (a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, the Sub-Adviser, at its expense as provided herein, will render the following services to the International Growth Fund (the "Fund") of the Trust. The Sub-Adviser will furnish continuously an investment program for the portfolio represented by shares of the Fund and will make investment decisions on behalf of the Fund with respect to all of the assets of the Fund, including cash and cash equivalents and will place all orders for the purchase and sale of portfolio securities of the Fund and for the investment, reinvestment and management of cash or cash equivalents of the Fund. The Sub-Adviser is hereby appointed and shall serve as attorney-in-fact and agent of the Fund for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Adviser may be requested by brokers, dealers, counterparties and other persons in connection with the Sub-Adviser's management of the assets of the Fund. (i) In the performance of its duties, the Sub-Adviser will comply with the provisions of the Agreement and Declaration of Trust, the By- laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Manager, as the case may be, may from time to time determine. Copies of the Trust's Registration Statement, including exhibits, Agreement and Declaration of Trust and By-laws, in each case as amended to date, have been or will be provided to the Sub-Adviser, and the Manager agrees promptly to provide the Sub-Adviser with all amendments or supplements to the Registration Statement, Agreement and Declaration of Trust and By- laws. (ii) The Sub-Adviser shall make its officers and employees available to the Manager at reasonable times to review investment policies of the Fund and to consult with the Manager regarding the investment affairs of the Fund. (iii) The Manager agrees, on an ongoing basis, to notify the Sub-Adviser expressly in writing of each change in the fundamental and nonfundamental investment policies of the Fund. The Manager desires to engage and hereby appoints the Sub-Adviser to act as investment sub-adviser to the Fund to which appointment the Trust agrees. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth herein. (b) The Sub-Adviser, at its expense, will furnish all necessary office space and equipment, bookkeeping and clerical services (excluding shareholder accounting and transfer agency services) required for it to perform its duties hereunder and will pay all salaries, fees and expenses of any officer of the Trust who is an employee of, or otherwise affiliated with, the Sub-Adviser and is not an employee of, or otherwise affiliated with, the Manager; provided that no person who is an employee of, or otherwise affiliated with, the Sub-Adviser shall serve as a Trustee of the Trust. (c) The Manager agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities pertaining to the Fund under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the condition of the Fund's affairs. (d) In fulfilling its obligations hereunder, the Sub-Adviser shall be entitled to rely on and act in accordance with, and the Manager agrees to hold the Sub-Adviser harmless for any act or omission taken in good faith in reliance on, information and instructions, which may be standing instructions, provided to the Sub-Adviser by the Manager, the Trust's administrator, or other agent of the Manager designated by the Manager. Such information and instructions shall be conveyed to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such action as may be required in an orderly fashion. The Manager agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of its obligations under this Agreement, and the Sub-Adviser shall not be in breach of any term of this Agreement or be deemed to have acted negligently if the Manager fails to provide or cause to be provided such information and the Sub-Adviser relies on the information most recently furnished to the Sub-Adviser. The Manager will promptly provide the Sub- Adviser with any procedures applicable to the Sub-Adviser adopted from time to time by the Board of Trustees of the Trust and agrees to promptly provide the Sub-Adviser copies of all amendments thereto. (e) In the selection of brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine that are communicated in writing to the Sub-Adviser as provided in Section 1(a)(iii) hereof, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay, on behalf of the Fund, a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities over time with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 3 below, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or Rule 11a2-2(T) thereunder, and the Trust has consented to the retention of compensation for such transactions in accordance with Section 11(a) or Rule 11a2-2(T)(2)(iv) under the 1934 Act. (f) In selecting brokers or dealers to execute a particular transaction, and in evaluating the best price and execution available, the Sub-Adviser is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the 0000 Xxx) provided to the Sub- Adviser or any affiliated person of the Sub-Adviser. Subject to the requirements of Section 17(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser is specifically authorized to select an affiliated person of the Sub-Adviser to execute brokerage, but in no event principal, transactions for the Fund. On occasions when the Sub- Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold in order to obtain the most favorable execution and/or lower brokerage commissions, if any, and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligation over time to the Fund and to such other clients. Furthermore, the Trust and the Manager recognize that the Sub-Adviser may give advice, and take action, with respect to its other clients that may differ from the advice given, or the time or nature of action taken, with respect to the Fund. (g) The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3. (h) The Sub-Adviser shall maintain all books and records with respect to the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) and paragraph (f) of Rule 31a-1 under the 1940 Act, and shall render to the Board of Trustees of the Trust such periodic and special reports as the Board may reasonably request.

Services to be Rendered. by SubBY THE SUB-adviser to the Sierra Variable Trust.ADVISER (a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, Adviser and the Sub-Adviser, at Board and consistent with its expense as provided herein, will render the following services fiduciary duties to the International Growth Fund (the "each Fund") of the Trust. The Sub-Adviser will furnish continuously an investment program for the portfolio represented by shares of the Fund and will make investment decisions on behalf of the Fund with respect to all of the assets of the Fund, including cash and cash equivalents and will place all orders for the purchase and sale of portfolio securities of the Fund and for the investment, reinvestment and management of cash or cash equivalents of the Fund. The Sub-Adviser is hereby appointed and shall serve as attorney-in-fact and agent of the Fund for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Adviser may be requested by brokers, dealers, counterparties and other persons in connection with the Sub-Adviser's management of the assets of the Fund. (i) In the performance of its duties, the Sub-Adviser shall manage the investment operations and determine the composition of the assets assigned to the Sub-Adviser by the Adviser (“portfolio”) of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund’s investment objective and policies as stated in the then-current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) for such Fund contained in the Trust’s Registration Statement on Form N-1A (the “Registration Statement”), as such Prospectus and SAI are amended or supplemented from time to time. As part of the services it will comply provide hereunder, the Sub-Adviser shall: (i) provide supervision of each Fund’s investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash; (ii) maintain required books and records with respect to the Trust’s securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the provisions Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Funds, as necessary, and use reasonable efforts to assist the Adviser in arranging for the provision of valuation information from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security; (iv) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate or applicable, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; (v) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information; and (vi) initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for a Fund Deposit or Redemption for each Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s Custodian with respect to such designation) (capitalized terms have the meaning set forth in the Funds’ Prospectus). (b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, the By- laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Manager, as the case same may be, may be hereafter modified and/or amended from time to time determine. Copies (“Trust Declaration”); (ii) the By-Laws of the Trust's Registration Statement, including exhibits, Agreement and Declaration of Trust and as the same may be hereafter modified and/or amended from time to time (“By-laws, in each case as amended to date, have been or will be provided Laws”); (iii) the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the applicable provisions of the Investment Company Act, the Advisers Act, the Internal Revenue Code of 1986, as amended, and the Manager agrees promptly Commodities Exchange Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) the terms and conditions of exemptive and no-action relief granted to the Trust as amended from time to time as applicable to the services provided by the Sub-Adviser hereunder; (vi) the Trust’s policies and procedures applicable to the services provided by the Sub-Adviser hereunder adopted from time to time by the Board; and (vii) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures adopted by the Board and by applicable exemptive and no action relief. The Adviser undertakes to provide the Sub-Adviser with all amendments copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document within a reasonable time after such amendments, modifications or supplements have been made. To the Registration Statementextent the Sub-Adviser has agreed to perform the services specified in this Agreement, Agreement and Declaration of Trust and By- laws. (ii) The the Sub-Adviser shall make perform compliance testing based upon its officers books and employees available records with respect to the Manager at reasonable times to review investment policies Funds, which comprise a portion of the Fund Funds’ books and to consult with records, and upon information and written instructions received from the Manager regarding Funds and/or the investment affairs of the FundAdviser. (iiic) The Manager agreesIn furnishing services hereunder, on an ongoing basis, to notify the Sub-Adviser expressly in writing of each change in will not consult with any other investment adviser to (i) the fundamental and nonfundamental investment policies Fund, (ii) any other Fund of the FundTrust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. The Manager desires (This shall not be deemed to engage and hereby appoints prohibit the Sub-Adviser from consulting with any of its own affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to act as investment sub-adviser to prohibit the Fund to which appointment the Trust agrees. The Sub-Adviser accepts from consulting with any of the appointment other covered advisers concerning compliance with paragraphs (a) and agrees to furnish (b) of Rule 12d3-1 under the services described herein for the compensation set forth hereinInvestment Company Act.) (bd) The Sub-Adviser, at its expense, will furnish furnish: (i) all necessary office space facilities and equipmentpersonnel, bookkeeping including salaries, expenses and clerical services (excluding shareholder accounting and transfer agency services) fees of any personnel required for it to perform its duties hereunder and will pay all salaries, fees and expenses of any officer of the Trust who is an employee of, or otherwise affiliated with, the Sub-Adviser to faithfully perform its duties under this Agreement; and is not an employee of(ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein which may include brokers and dealers affiliated with the Sub-Adviser if and as permitted by applicable law. The Sub-Adviser will place all necessary orders with brokers, dealers, or otherwise affiliated withissuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Manager; Board or the Adviser from time to time and which have been provided that no person who is an employee ofto the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or otherwise affiliated withits nominees, the Sub-Adviser shall serve as a Trustee seek to achieve for the Fund “best execution”, considering all of the Trustcircumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. (cf) The Manager agrees Subject to provide the Sub-Adviser with such assistance as may be reasonably requested appropriate policies and procedures approved by the Sub-Adviser in connection with its activities pertaining to the Fund under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the condition of the Fund's affairs. (d) In fulfilling its obligations hereunderBoard, the Sub-Adviser shall be entitled to rely on and act in accordance withmay, and the Manager agrees to hold the Sub-Adviser harmless for any act or omission taken in good faith in reliance on, information and instructions, which may be standing instructions, provided to the Sub-Adviser by extent consistent with the Manager, the Trust's administrator, or other agent safe harbor set forth in Section 28(e) of the Manager designated by the Manager. Such information and instructions shall be conveyed Securities Exchange Act of 1934, as amended (“Exchange Act”), cause each Fund to pay a broker or dealer that provides brokerage or research services to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such action as may be required in an orderly fashion. The Manager agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of its obligations under this Agreement, and the Sub-Adviser shall not be in breach of any term of this Agreement or be deemed to have acted negligently if the Manager fails to provide or cause to be provided such information and the Sub-Adviser relies on the information most recently furnished to the Sub-Adviser. The Manager will promptly provide the Sub- Adviser with any procedures applicable to the Sub-Adviser adopted from time to time by the Board of Trustees of the Trust and agrees to promptly provide the Sub-Adviser copies of all amendments thereto. (e) In the selection of brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain or the most favorable price and execution availableFund an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, except in good faith, that such amount of commission is reasonable in relationship to the extent it may be permitted to pay higher value of such brokerage commissions for brokerage and or research services as described below. In using its best efforts to obtain the most favorable price and execution available, provided viewed in terms of that particular transaction or the Sub-Adviser, bearing in mind ’s overall responsibilities to the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, Fund or its other advisory clients. To the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved extent consistent with Section 28(e) and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine that are communicated in writing to the Sub-Adviser as provided in Section 1(a)(iii) hereofBoard, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused such action. Subject to seeking best execution, the Trust to pay, on behalf of the Fund, a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction Board or the Sub-Adviser's overall responsibilities over time with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 3 belowmay authorize, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or Rule 11a2-2(T) thereunder, and the Trust has consented to the retention of compensation for such transactions in accordance with Section 11(a) or Rule 11a2-2(T)(2)(iv) under the 1934 Act. (f) In selecting brokers or dealers to execute a particular transaction, and in evaluating the best price and execution availablebut not require, the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is authorized required to consider pay or for which the brokerage and research services Trust is required to arrange payment. (within the meaning of Section 28(eg) of the 0000 Xxx) provided to the Sub- Adviser or any affiliated person of the Sub-Adviser. Subject to the requirements of Section 17(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser is specifically authorized to select an affiliated person of the Sub-Adviser to execute brokerage, but in no event principal, transactions for the Fund. On occasions when the Sub- Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Fund(s) as well as other clientsclients of the Sub-Adviser and its affiliates, the Sub-Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold in order to attempt to obtain the most a more favorable execution and/or price or lower brokerage commissions, if any, commissions and efficient execution. In such event, allocation Allocation of the securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligation over time obligations to the each Fund and to such its other clientsclients over time. Furthermore, the Trust and the Manager recognize The Adviser agrees that the Sub-Adviser and its affiliates may give advice, advice and take action, action in the performance of their duties with respect to its any of their other clients that may differ from the advice given, or the time timing or nature of action actions taken, with respect to the Fund. (g) . The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by also acknowledges that the Sub-Adviser pursuant and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carryout its duties hereunder together with its duties under such relationships. Nothing in this Section 1 other than as provided Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in Section 3the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. (h) The Sub-Adviser shall will maintain all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) Investment Company Act and paragraph (f) Advisers Act and the rules thereunder and shall file with the SEC all forms pursuant to Section 13 of Rule 31a-1 under the 1940 Exchange Act, with respect to its duties as are set forth herein. (i) The Sub-Adviser will, unless and shall render until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; and participating in workouts, restructurings, and bankruptcy proceedings involving securities held by the Funds. Unless the Adviser or the Board gives written instructions to the Board contrary, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of Trustees securities in which assets of the Trust such periodic and special reports as Fund may be invested in accordance with the Board may reasonably requestSub-Adviser’s proxy voting guidelines, a copy of which has been provided to the Adviser.

Services to be Rendered. by SubBY THE SUB-ADVISER TO THE CORPORATION A. As sub-adviser to the Sierra Variable Trust. (a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Managereach Fund, the Sub-Adviser, at its expense as provided herein, Adviser will render coordinate the following services to the International Growth Fund (the "Fund") investment and reinvestment of the Trust. The Sub-Adviser will furnish continuously an investment program for the portfolio represented by shares assets of the Fund and will make investment decisions on behalf of determine the Fund with respect to all composition of the assets of the Fund, including cash in accordance with the terms of this Agreement, the Fund’s Prospectus and cash equivalents Statement of Additional Information and subject to the direction, supervision and control of the Investment Adviser and the Directors of the Corporation. B. As part of the services it will place all orders provide hereunder, the Sub-Adviser will: (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund by arranging for the purchase and sale of portfolio securities and other investments; (iii) coordinate with Amerivest to keep the Directors of the Corporation and the Investment Adviser fully informed on an ongoing basis, in the form of monthly and quarterly reports, of all material facts concerning the investment and reinvestment of the assets of each Fund and for the investment, reinvestment and management of cash or cash equivalents operations of the Sub-Adviser, make periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Directors of the Corporation, and attend meetings with the Investment Adviser and/or the Directors, as reasonably requested, to discuss the foregoing; (iv) in accordance with procedures and methods established by the Directors of the Corporation, which may be amended from time to time, and in conjunction with the Investment Adviser and Amerivest, Sub-Adviser will promptly notify the Investment Adviser, Amerivest and the Company’s Fund Accounting Agent of securities in a Fund for which the Sub-Adviser believes should be fair valued in accordance with the Company’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser is hereby appointed will also provide assistance in determining the fair value of securities and shall serve as attorney-in-fact other investments/assets in the Fund, when requested by the Company’s Fund Accounting Agent and agent of the Fund will use reasonable efforts to arrange for the limited purposes provision of executing account documentation, agreements, contracts and other documents as valuation information or price(s) from party(ies) independent of the Sub-Adviser may be requested by brokersfor each security or other investment/asset in the Fund for which market prices are not readily available; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, dealersAmerivest, counterparties the Corporation’s administrator, the Corporation’s custodian and foreign custodians, the Corporation’s transfer agent and pricing agents and all other persons in connection with the Sub-Adviser's management agents and representatives of the assets of Corporation and the Fund. (i) In Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of its dutiestheir obligations to the Corporation and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Sub-Adviser will comply with the provisions of the Agreement and Declaration of Trust, the By- laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732be subject to, and will use its best efforts to safeguard and promote perform in accordance with the welfare following: (i) the Corporation’s Articles of the Fund, and to comply with other policies which the Trustees or the ManagerIncorporation, as the case same may be, may be hereafter modified and/or amended from time to time determine. Copies (“Certificate of Incorporation”); (ii) the By-Laws of the Trust's Registration StatementCorporation, including exhibits, Agreement and Declaration of Trust and as the same may be hereafter modified and/or amended from time to time (“By-laws, in each case as amended to date, have been or will be provided Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Corporation filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Manager agrees promptly Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Corporation and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Corporation; (vi) the Corporation’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Directors of the Corporation; and (vii) the written instructions of the Investment Adviser. Upon request from the Sub-Adviser, the Investment Adviser will provide the Sub-Adviser with current copies of the Certificate of Incorporation, By-Laws, Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Corporation, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Directors. The Investment Adviser undertakes to provide the Sub-Adviser with all amendments copies or other written notice of any amendments, modifications or supplements to the Registration Statement, Agreement and Declaration of Trust and By- lawsany such above-mentioned documents. (ii) The Sub-Adviser shall make its officers and employees available to the Manager at reasonable times to review investment policies of the Fund and to consult with the Manager regarding the investment affairs of the Fund. (iii) The Manager agrees, on an ongoing basis, to notify the Sub-Adviser expressly in writing of each change in the fundamental and nonfundamental investment policies of the Fund. The Manager desires to engage and hereby appoints the Sub-Adviser to act as investment sub-adviser to the Fund to which appointment the Trust agrees. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth herein. (b) D. The Sub-Adviser, at its expense, will furnish furnish: (i) all necessary office space facilities and equipmentpersonnel, bookkeeping including salaries, expenses and clerical services (excluding shareholder accounting and transfer agency services) fees of any personnel required for it them to faithfully perform its their duties hereunder under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. E. The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will pay negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all salariestimes to seek to execute transactions for each Fund (i) in accordance with any written policies, fees practices or procedures that may be established by the Board of Directors or the Investment Adviser from time to time and expenses which have been provided to the Sub-Adviser, (ii) as described in the Corporation’s Prospectus and SAI, and (iii) in accordance with applicable federal and state laws and regulations. In placing any orders for the purchase or sale of any officer investments for each Fund, in the name of the Trust who is an employee of, Fund or otherwise affiliated withits nominees, the Sub-Adviser and is not an employee ofwill use its best efforts to seek to obtain for the Fund “best execution”, or otherwise affiliated with, the Manager; provided that no person who is an employee of, or otherwise affiliated with, the Sub-Adviser shall serve as a Trustee considering all of the Trust. (c) The Manager agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with its activities pertaining to the Fund under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the condition of the Fund's affairs. (d) In fulfilling its obligations hereunder, the Sub-Adviser shall be entitled to rely on and act in accordance withcircumstances, and the Manager agrees will maintain records adequate to hold the Sub-Adviser harmless for any act demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or omission taken in good faith in reliance on, information and instructions, which may be standing instructions, provided to the Sub-Adviser by the Manager, the Trust's administrator, or other agent of the Manager designated by the Manager. Such information and instructions shall be conveyed to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such action as may be required in an orderly fashion. The Manager agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of its obligations under this Agreement, and the Sub-Adviser shall not be in breach of any term of this Agreement or be deemed to have acted negligently if the Manager fails to provide or cause to be provided such information and the Sub-Adviser relies on the information most recently furnished sold to the Sub-Adviser. The Manager will promptly provide , or any affiliated person thereof, except in accordance with the Sub- Adviser with any procedures Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the Corporation and the Fund. F. The Sub-Adviser adopted from time to time by the Board of Trustees of the Trust and agrees to promptly provide the Sub-Adviser copies of all amendments thereto. (e) In the selection of brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine that are communicated in writing to the Sub-Adviser as provided in Section 1(a)(iii) hereof, the Sub-Adviser shall is not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay, on behalf of the Fund, a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities over time with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 3 below, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is engage in “soft-dollar” transactions, permitted by Section 11(a28(e) of the Securities Exchange Act of 1934, as amended (the "1934 “Exchange Act"”), or Rule 11a2-2(T) thereunder, and without the Trust has consented to the retention of compensation for such transactions in accordance with Section 11(a) or Rule 11a2-2(T)(2)(iv) under the 1934 Act. (f) In selecting brokers or dealers to execute a particular transaction, and in evaluating the best price and execution available, the Sub-Adviser is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the 0000 Xxx) provided to the Sub- Adviser or any affiliated person of the Sub-Adviser. Subject to the requirements of Section 17(e) express written approval of the Investment Company Act Adviser or the Corporation’s Board of 1940, as amended (the "1940 Act"), the Sub-Adviser is specifically authorized to select an affiliated person of the Sub-Adviser to execute brokerage, but in no event principal, transactions for the Fund. Directors. G. On occasions when the Sub- Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Fund(s) as well as other clients, clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall will be under no obligation to, aggregate the securities to be purchased or sold in order to attempt to obtain the most a more favorable execution and/or price or lower brokerage commissions, if any, commissions and efficient execution. In such event, allocation Allocation of the securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligation over time obligations to the each Fund and to such its other clientsclients over time. Furthermore, the Trust and the Manager recognize The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice, advice and take action, action in the performance of their duties with respect to its any of their other clients that may differ from the advice given, or the time timing or nature of action actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. (g) H. The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3. (h) The Sub-Adviser shall will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) Investment Company Act and paragraph (f) Advisers Act and the rules thereunder and will file with the SEC all forms pursuant to Section 13 of Rule 31a-1 under the 1940 Exchange Act, with respect to its duties as are set forth herein. I. The Sub-Adviser will, unless and shall render to until otherwise directed by the Investment Adviser or the Board of Trustees Directors, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Trust such periodic Corporation’s then-current proxy voting policies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and special reports as exercising rights in the Board may reasonably requestcontext of a bankruptcy or other reorganization.

Services to be Rendered. by SubBY THE SUB-adviser to the Sierra Variable Trust.ADVISER (a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, Adviser and the Sub-Adviser, at Board and consistent with its expense as provided herein, will render the following services fiduciary duties to the International Growth Fund (the "each Fund") of the Trust. The Sub-Adviser will furnish continuously an investment program for the portfolio represented by shares of the Fund and will make investment decisions on behalf of the Fund with respect to all of the assets of the Fund, including cash and cash equivalents and will place all orders for the purchase and sale of portfolio securities of the Fund and for the investment, reinvestment and management of cash or cash equivalents of the Fund. The Sub-Adviser is hereby appointed and shall serve as attorney-in-fact and agent of the Fund for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Adviser may be requested by brokers, dealers, counterparties and other persons in connection with the Sub-Adviser's management of the assets of the Fund. (i) In the performance of its duties, the Sub-Adviser shall manage the investment operations and determine the composition of the assets assigned to the Sub-Adviser by the Adviser (“portfolio”) of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund’s investment objective and policies as stated in the then-current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) for such Fund contained in the Trust’s Registration Statement on Form N-1A (the “Registration Statement”), as such Prospectus and SAI are amended or supplemented from time to time. As part of the services it will comply provide hereunder, the Sub-Adviser shall: (i) provide supervision of each Fund’s investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash; (ii) maintain books and records with respect to the Trust’s securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the provisions Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Funds, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security; (iv) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; (v) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information; and (vi) the Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for a Fund Deposit or Redemption for each Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s Custodian with respect to such designation) (capitalized terms have the meaning set forth in the Funds’ prospectus). (b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, the By- laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Manager, as the case same may be, may be hereafter modified and/or amended from time to time determine. Copies (“Trust Declaration”); (ii) the By-Laws of the Trust's Registration Statement, including exhibits, Agreement and Declaration of Trust and as the same may be hereafter modified and/or amended from time to time (“By-laws, in each case as amended to date, have been or will be provided Laws”); (iii) the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the Investment Company Act, the Advisers Act, the applicable provisions of the Internal Revenue Code of 1986, as amended, and the Manager agrees promptly Commodities Exchange Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) the terms and conditions of exemptive and no-action relief granted to the Trust as amended from time to time as applicable to the services provided by the Sub-Adviser hereunder; (vi) the Trust’s policies and procedures applicable to the services provided by the Sub-Adviser hereunder adopted from time to time by the Board; and (vii) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures adopted by the Board and by applicable exemptive and no action relief. The Adviser undertakes to provide the Sub-Adviser with all amendments copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Adviser acknowledges that the Registration StatementSub-Adviser is not the compliance agent for the Funds or the Adviser, Agreement and Declaration does not have access to all of Trust the Funds' books and By- laws. (ii) The records necessary to perform certain compliance testing. However, to the extent the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall make perform compliance testing based upon its officers books and employees available records with respect to the Manager at reasonable times to review investment policies Funds, which comprise a portion of the Fund Funds' books and to consult with records, and upon information and written instructions received from the Manager regarding Funds and/or the investment affairs of the FundAdviser. (iiic) The Manager agreesIn furnishing services hereunder, on an ongoing basis, to notify the Sub-Adviser expressly in writing of each change in will not consult with any other investment adviser to (i) the fundamental and nonfundamental investment policies Fund, (ii) any other Fund of the FundTrust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. The Manager desires (This shall not be deemed to engage and hereby appoints prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to act as investment sub-adviser to prohibit the Fund to which appointment the Trust agrees. The Sub-Adviser accepts from consulting with any of the appointment other covered advisers concerning compliance with paragraphs (a) and agrees to furnish (b) of Rule 12d3-1 under the services described herein for the compensation set forth hereinInvestment Company Act.) (bd) The Sub-Adviser, at its expense, will furnish furnish: (i) all necessary office space facilities and equipmentpersonnel, bookkeeping including salaries, expenses and clerical services (excluding shareholder accounting and transfer agency services) fees of any personnel required for it to perform its duties hereunder and will pay all salaries, fees and expenses of any officer of the Trust who is an employee of, or otherwise affiliated with, the Sub-Adviser to faithfully perform its duties under this Agreement; and is not an employee of(ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein which may include brokers and dealers affiliated with the Sub-Adviser if and as permitted by applicable law. The Sub-Adviser will place all necessary orders with brokers, dealers, or otherwise affiliated withissuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Manager; Board or the Adviser from time to time and which have been provided that no person who is an employee ofto the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or otherwise affiliated withits nominees, the Sub-Adviser shall serve as a Trustee seek to achieve for the Fund “best execution”, considering all of the Trustcircumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. (cf) The Manager agrees Subject to provide the Sub-Adviser with such assistance as may be reasonably requested appropriate policies and procedures approved by the Sub-Adviser in connection with its activities pertaining to the Fund under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the condition of the Fund's affairs. (d) In fulfilling its obligations hereunderBoard, the Sub-Adviser shall be entitled to rely on and act in accordance withmay, and the Manager agrees to hold the Sub-Adviser harmless for any act or omission taken in good faith in reliance on, information and instructions, which may be standing instructions, provided to the Sub-Adviser by extent consistent with the Manager, the Trust's administrator, or other agent safe harbor set forth in Section 28(e) of the Manager designated by the Manager. Such information and instructions shall be conveyed Securities Exchange Act of 1934, as amended (“Exchange Act”), cause each Fund to pay a broker or dealer that provides brokerage or research services to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such action as may be required in an orderly fashion. The Manager agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of its obligations under this Agreement, and the Sub-Adviser shall not be in breach of any term of this Agreement or be deemed to have acted negligently if the Manager fails to provide or cause to be provided such information and the Sub-Adviser relies on the information most recently furnished to the Sub-Adviser. The Manager will promptly provide the Sub- Adviser with any procedures applicable to the Sub-Adviser adopted from time to time by the Board of Trustees of the Trust and agrees to promptly provide the Sub-Adviser copies of all amendments thereto. (e) In the selection of brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain or the most favorable price and execution availableFund an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, except in good faith, that such amount of commission is reasonable in relationship to the extent it may be permitted to pay higher value of such brokerage commissions for brokerage and or research services as described below. In using its best efforts to obtain the most favorable price and execution available, provided viewed in terms of that particular transaction or the Sub-Adviser, bearing in mind ’s overall responsibilities to the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, Fund or its other advisory clients. To the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved extent consistent with Section 28(e) and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine that are communicated in writing to the Sub-Adviser as provided in Section 1(a)(iii) hereofBoard, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused such action. Subject to seeking best execution, the Trust to pay, on behalf of the Fund, a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction Board or the Sub-Adviser's overall responsibilities over time with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 3 belowmay authorize, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or Rule 11a2-2(T) thereunder, and the Trust has consented to the retention of compensation for such transactions in accordance with Section 11(a) or Rule 11a2-2(T)(2)(iv) under the 1934 Act. (f) In selecting brokers or dealers to execute a particular transaction, and in evaluating the best price and execution availablebut not require, the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is authorized required to consider pay or for which the brokerage and research services Trust is required to arrange payment. (within the meaning of Section 28(eg) of the 0000 Xxx) provided to the Sub- Adviser or any affiliated person of the Sub-Adviser. Subject to the requirements of Section 17(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser is specifically authorized to select an affiliated person of the Sub-Adviser to execute brokerage, but in no event principal, transactions for the Fund. On occasions when the Sub- Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Fund(s) as well as other clientsclients of the Sub-Adviser and its affiliates, the Sub-Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold in order to attempt to obtain the most a more favorable execution and/or price or lower brokerage commissions, if any, commissions and efficient execution. In such event, allocation Allocation of the securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligation over time obligations to the each Fund and to such its other clientsclients over time. Furthermore, the Trust and the Manager recognize The Adviser agrees that the Sub-Adviser and its affiliates may give advice, advice and take action, action in the performance of their duties with respect to its any of their other clients that may differ from the advice given, or the time timing or nature of action actions taken, with respect to the Fund. (g) . The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by also acknowledges that the Sub-Adviser pursuant and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carryout its duties hereunder together with its duties under such relationships. Nothing in this Section 1 other than as provided Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in Section 3the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. (h) The Sub-Adviser shall will maintain all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. (i) The Sub-Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; filing proofs of claim on behalf of each Fund with respect to class action settlements relating to securities transactions executed by Sub-Adviser on behalf of each Fund; and participating in workouts, restructurings, and bankruptcy proceedings involving securities held by the Funds. Unless the Adviser or the Board gives written instructions to the contrary, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested in accordance with the Sub-Adviser’s proxy voting guidelines, a copy of which has been provided to the Adviser. Notwithstanding the foregoing, the Sub-Adviser shall not have the obligation to file proofs of claim and other related documents on the Adviser's or the Funds' behalf in connection with bankruptcy proceedings. With respect to class action settlement proofs of claim, Sub-Adviser will complete each Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) proof of claim and paragraph (f) of Rule 31a-1 under the 1940 Act, and shall render submit it to the Board Adviser, who shall review, sign and return the executed proof of Trustees claim form to the Sub-Adviser in a timely manner sufficient to comply with filing deadlines. The Sub-Adviser will then submit the executed proof of claim form to the designated filing entity for the class action. The Sub-Adviser will not submit any class action settlement proofs of claims on behalf of a Fund that are not executed by a representative of the Trust such periodic and special reports as the Board may reasonably requestAdviser.

Services to be Rendered. by SubBY THE SUB-adviser to the Sierra Variable Trust.ADVISER (a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the Manager, Adviser and the Sub-Adviser, at Board and consistent with its expense as provided herein, will render the following services fiduciary duties to the International Growth Fund (the "Fund") of the Trust. The Sub-Adviser will furnish continuously an investment program for the portfolio represented by shares of the Fund and will make investment decisions on behalf of the Fund with respect to all of the assets of the Fund, including cash and cash equivalents and will place all orders for the purchase and sale of portfolio securities of the Fund and for the investment, reinvestment and management of cash or cash equivalents of the Fund. The Sub-Adviser is hereby appointed and shall serve as attorney-in-fact and agent of the Fund for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Adviser may be requested by brokers, dealers, counterparties and other persons in connection with the Sub-Adviser's management of the assets of the Fund. (i) In the performance of its dutieseach Portfolio, the Sub-Adviser shall manage the investment operations and determine the composition of the assets assigned to the Sub-Adviser by the Adviser (“portfolio”) of each Portfolio, including the purchase, retention and disposition of the securities and other instruments held by the Portfolio, in accordance with such Portfolio’s investment objective and policies as stated in the then-current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) for such Portfolio contained in the Trust’s Registration Statement on Form N-1A (the “Registration Statement”), as such Prospectus and SAI are amended or supplemented from time to time. As part of the services it will comply provide hereunder, the Sub-Adviser shall: (i) provide supervision of each Portfolio’s investments, furnish a continuous investment program for the Portfolios, determine from time to time what investments or securities will be purchased, retained or sold by the Portfolios, and what portion of the assets will be invested or held uninvested as cash; (ii) maintain books and records with respect to the Trust’s securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolios, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Portfolio; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the provisions Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Portfolios, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security; (iv) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Portfolio and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning the Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Portfolio or its agent; (v) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information; and (vi) the Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for a Fund Deposit or Redemption for each Portfolio as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s Custodian with respect to such designation) (capitalized terms have the meaning set forth in the Portfolios’ prospectus). (b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, the By- laws of the Trust and the stated investment objectives, policies and restrictions of the Fund as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Manager, as the case same may be, may be hereafter modified and/or amended from time to time determine. Copies (“Trust Declaration”); (ii) the By-Laws of the Trust's Registration Statement, including exhibits, Agreement and Declaration of Trust and as the same may be hereafter modified and/or amended from time to time (“By-laws, in each case as amended to date, have been or will be provided Laws”); (iii) the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the Investment Company Act, the Advisers Act, the applicable provisions of the Internal Revenue Code of 1986, as amended, and the Manager agrees promptly Commodities Exchange Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the terms and conditions of exemptive and no-action relief granted to the Trust as amended from time to time as applicable to the services provided by the Sub-Adviser hereunder; (vi) the Trust’s policies and procedures applicable to the services provided by the Sub-Adviser hereunder adopted from time to time by the Board; and (vii) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures adopted by the Board and by applicable exemptive and no action relief. The Adviser undertakes to provide the Sub-Adviser with all amendments copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Adviser acknowledges that the Registration StatementSub-Adviser is not the compliance agent for the Portfolios or the Adviser, Agreement and Declaration does not have access to all of Trust the Portfolios' books and By- laws. (ii) The records necessary to perform certain compliance testing. However, to the extent the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall make perform compliance testing based upon its officers books and employees available records with respect to the Manager at reasonable times to review investment policies Portfolios, which comprise a portion of the Fund Portfolios' books and to consult with records, and upon information and written instructions received from the Manager regarding Portfolios and/or the investment affairs of the FundAdviser. (iiic) The Manager agreesIn furnishing services hereunder, on an ongoing basis, to notify the Sub-Adviser expressly in writing of each change in will not consult with any other investment adviser to (i) the fundamental and nonfundamental investment policies Portfolio, (ii) any other Portfolio of the FundTrust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. The Manager desires (This shall not be deemed to engage and hereby appoints prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to act as investment sub-adviser to prohibit the Fund to which appointment the Trust agrees. The Sub-Adviser accepts from consulting with any of the appointment other covered advisers concerning compliance with paragraphs (a) and agrees to furnish (b) of Rule 12d3-1 under the services described herein for the compensation set forth hereinInvestment Company Act.) (bd) The Sub-Adviser, at its expense, will furnish furnish: (i) all necessary office space facilities and equipmentpersonnel, bookkeeping including salaries, expenses and clerical services (excluding shareholder accounting and transfer agency services) fees of any personnel required for it to perform its duties hereunder and will pay all salaries, fees and expenses of any officer of the Trust who is an employee of, or otherwise affiliated with, the Sub-Adviser to faithfully perform its duties under this Agreement; and is not an employee of(ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein which may include brokers and dealers affiliated with the Sub-Adviser if and as permitted by applicable law. The Sub-Adviser will place all necessary orders with brokers, dealers, or otherwise affiliated withissuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Manager; Board or the Adviser from time to time and which have been provided that no person who is an employee ofto the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Portfolio, in the name of the Portfolio or otherwise affiliated withits nominees, the Sub-Adviser shall serve as a Trustee seek to achieve for the Portfolio “best execution”, considering all of the Trustcircumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. (cf) The Manager agrees Subject to provide the Sub-Adviser with such assistance as may be reasonably requested appropriate policies and procedures approved by the Sub-Adviser in connection with its activities pertaining to the Fund under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the condition of the Fund's affairs. (d) In fulfilling its obligations hereunderBoard, the Sub-Adviser shall be entitled to rely on and act in accordance withmay, and the Manager agrees to hold the Sub-Adviser harmless for any act or omission taken in good faith in reliance on, information and instructions, which may be standing instructions, provided to the Sub-Adviser by extent consistent with the Manager, the Trust's administrator, or other agent safe harbor set forth in Section 28(e) of the Manager designated by the Manager. Such information and instructions shall be conveyed Securities Exchange Act of 1934, as amended (“Exchange Act”), cause each Portfolio to pay a broker or dealer that provides brokerage or research services to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such action as may be required in an orderly fashion. The Manager agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of its obligations under this Agreement, and the Sub-Adviser shall not be in breach of any term of this Agreement or be deemed to have acted negligently if the Manager fails to provide or cause to be provided such information and the Sub-Adviser relies on the information most recently furnished to the Sub-Adviser. The Manager will promptly provide the Sub- Adviser with any procedures applicable to the Sub-Adviser adopted from time to time by the Board of Trustees of the Trust and agrees to promptly provide the Sub-Adviser copies of all amendments thereto. (e) In the selection of brokers, dealers, futures commissions merchants or any other sources of portfolio investments for the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain or the most favorable price and execution availablePortfolio an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, except in good faith, that such amount of commission is reasonable in relationship to the extent it may be permitted to pay higher value of such brokerage commissions for brokerage and or research services as described below. In using its best efforts to obtain the most favorable price and execution available, provided viewed in terms of that particular transaction or the Sub-Adviser, bearing in mind ’s overall responsibilities to the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, Portfolio or its other advisory clients. To the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved extent consistent with Section 28(e) and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine that are communicated in writing to the Sub-Adviser as provided in Section 1(a)(iii) hereofBoard, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused such action. Subject to seeking best execution, the Trust to pay, on behalf of the Fund, a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction Board or the Sub-Adviser's overall responsibilities over time with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 3 belowmay authorize, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or Rule 11a2-2(T) thereunder, and the Trust has consented to the retention of compensation for such transactions in accordance with Section 11(a) or Rule 11a2-2(T)(2)(iv) under the 1934 Act. (f) In selecting brokers or dealers to execute a particular transaction, and in evaluating the best price and execution availablebut not require, the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is authorized required to consider pay or for which the brokerage and research services Trust is required to arrange payment. (within the meaning of Section 28(eg) of the 0000 Xxx) provided to the Sub- Adviser or any affiliated person of the Sub-Adviser. Subject to the requirements of Section 17(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser is specifically authorized to select an affiliated person of the Sub-Adviser to execute brokerage, but in no event principal, transactions for the Fund. On occasions when the Sub- Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Portfolio(s) as well as other clientsclients of the Sub-Adviser and its affiliates, the Sub-Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold in order to attempt to obtain the most a more favorable execution and/or price or lower brokerage commissions, if any, commissions and efficient execution. In such event, allocation Allocation of the securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligation over time obligations to the Fund each Portfolio and to such its other clientsclients over time. Furthermore, the Trust and the Manager recognize The Adviser agrees that the Sub-Adviser and its affiliates may give advice, advice and take action, action in the performance of their duties with respect to its any of their other clients that may differ from the advice given, or the time timing or nature of action actions taken, with respect to the Fund. (g) Portfolio. The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by also acknowledges that the Sub-Adviser pursuant and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that the Sub-Adviser will carryout its duties hereunder together with its duties under such relationships. Nothing in this Section 1 other than as provided Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in Section 3the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio. (h) The Sub-Adviser shall will maintain all accounts, books and records with respect to each Portfolio as are required of an investment adviser of a registered investment company pursuant to the Fund's portfolio transactions required by subparagraphs (b)(5) - (b)(11) Investment Company Act and paragraph (f) Advisers Act and the rules thereunder and shall file with the SEC all forms pursuant to Section 13 of Rule 31a-1 under the 1940 Exchange Act, with respect to its duties as are set forth herein. (i) The Sub-Adviser will, unless and shall render until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Portfolio, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; filing proofs of claim on behalf of each Portfolio with respect to class action settlements relating to securities transactions executed by Sub-Adviser on behalf of each Portfolio; and participating in workouts, restructurings, and bankruptcy proceedings involving securities held by the Portfolios. Unless the Adviser or the Board gives written instructions to the Board contrary, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of Trustees securities in which assets of the Trust such periodic Portfolio may be invested in accordance with the Sub-Adviser’s proxy voting guidelines, a copy of which has been provided to the Adviser. Notwithstanding the foregoing, the Sub-Adviser shall not have the obligation to file proofs of claim and special reports as other related documents on the Board may reasonably requestAdviser's or the Portfolios' behalf in connection with bankruptcy proceedings. With respect to class action settlement proofs of claim, Sub-Adviser will complete each Portfolio's proof of claim and submit it to the Adviser, who shall review, sign and return the executed proof of claim form to the Sub-Adviser in a timely manner sufficient to comply with filing deadlines. The Sub-Adviser will then submit the executed proof of claim form to the designated filing entity for the class action. The Sub-Adviser will not submit any class action settlement proofs of claims on behalf of a Portfolio that are not executed by a representative of the Adviser.

Services to be Rendered. by SubBY THE SUB-ADVISER TO THE MASTER FUND A. As an investment adviser to the Sierra Variable Trust. (a) Subject always to the control of the Trustees of The Sierra Variable Trust, a Massachusetts business trust (the "Trust") and to the overall supervision of the ManagerMaster Fund, the Sub-Adviser, at its expense as provided herein, Adviser will render the following services to the International Growth Fund (the "Fund") be involved with all aspects of the TrustMaster Fund’s investment program including, without limitation, asset allocation, manager research and due diligence, portfolio construction and risk management and monitoring. The All powers and authority of the Sub-Adviser will furnish continuously an investment program for under this Agreement shall be effected and exercised exclusively through the portfolio represented by shares of the Fund and will make investment decisions on behalf of the Fund with respect to all of the assets of the Fund, including cash and cash equivalents and will place all orders for the purchase and sale of portfolio securities of the Fund and for the investment, reinvestment and management of cash or cash equivalents of the Master Fund. The Sub-Adviser is hereby appointed and shall serve as attorney-in-fact and agent act on behalf of the Master Fund for only pursuant to the limited purposes supervision of executing account documentation, agreements, contracts the Adviser and other documents as the authority granted under this Agreement. The Sub-Adviser may be requested by brokersshall not permit or cause the Master Fund to enter into or otherwise engage in any borrowing, dealers, counterparties and leverage or other persons in connection with credit arrangements without the Sub-Adviser's management express authorization of the assets of the Fund. (i) In the performance of its dutiesAdviser. Further, the Sub-Adviser will comply shall not engage in any principal transactions or agency cross transactions with, or with the provisions respect to any of the Agreement and Declaration of Trustassets of, the By- laws Master Fund. B. As part of the Trust services it will provide hereunder, the Sub-Adviser will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual underlying funds, companies or industries; (ii) formulate and implement a continuous investment program for the Master Fund as outlined in a Prospectus (as defined below); (iii) take such steps as are necessary in the Sub-Adviser’s judgment to implement the investment program of the Master Fund including, without limitation, securing capacity with underlying funds; (iv) perform due diligence on underlying funds and managers and provide formal written recommendations to the Adviser for each investment; (v) keep the Board and the stated Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and the Sub-Adviser as to: (1) the investment objectives, policies and restrictions reinvestment of the assets in the Master Fund and (2) the Sub-Adviser and its key investment personnel and operations; and the Sub-Adviser should make regular and periodic special written reports of such additional information concerning the same as set forth in its registration statement on Form N-1A, File No. 33-57732, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Manager, as the case may be, may reasonably be requested from time to time determine. Copies of by the Trust's Registration StatementAdviser or the Board; and the Sub-Adviser should attend meetings with the Adviser and/or the Board, including exhibitsas reasonably requested, Agreement to discuss the foregoing; (vi) in accordance with procedures and Declaration of Trust methods established by the Board and By-laws, in each case as amended to date, have been or will be provided furnished to the Sub-Adviser, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Manager agrees promptly to provide Master Fund; (vii) provide, as may reasonably be requested by the Master Fund, composite performance information, records and supporting documentation about accounts the Sub-Adviser with all amendments or supplements manages, if appropriate, which are relevant to the Registration Statement, Agreement and Declaration of Trust and By- laws. (ii) The Sub-Adviser shall make its officers and employees available to the Manager at reasonable times to review investment policies of the Master Fund and that have investment objectives, policies, and strategies substantially similar to consult with the Manager regarding the investment affairs of the Fund. (iii) The Manager agrees, on an ongoing basis, to notify the Sub-Adviser expressly in writing of each change in the fundamental and nonfundamental investment policies of the Fund. The Manager desires to engage and hereby appoints the Sub-Adviser to act as investment sub-adviser to the Fund to which appointment the Trust agrees. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth herein. (b) The Sub-Adviser, at its expense, will furnish all necessary office space and equipment, bookkeeping and clerical services (excluding shareholder accounting and transfer agency services) required for it to perform its duties hereunder and will pay all salaries, fees and expenses of any officer of the Trust who is an employee of, or otherwise affiliated with, the Sub-Adviser and is not an employee of, or otherwise affiliated with, the Manager; provided that no person who is an employee of, or otherwise affiliated with, the Sub-Adviser shall serve as a Trustee of the Trust. (c) The Manager agrees to provide the Sub-Adviser with such assistance as may be reasonably requested those employed by the Sub-Adviser in connection with managing the Master Fund that may be reasonably necessary, under applicable laws, to allow the Master Fund or its activities pertaining agent to the Fund under this Agreement, including, without limitation, present information concerning the Sub-Adviser’s prior performance in any Prospectus, SAI or Offering Memorandum (as hereinafter defined) and any permissible reports and materials prepared by the Master Fund and any feeder fund that invests in the Master Fund with the Sub-Adviser having received notice of such feeder fund before its initial investment in the Master Fund, its funds available(each a “Feeder Fund”) or their respective agents; and (viii) cooperate with and provide reasonable assistance to the Adviser, or to become availablethe Master Fund’s administrator, for investment the Master Fund’s custodian, the Master Fund’s transfer agent and generally pricing agents and all other agents and representatives of the Master Fund and the Adviser; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the condition performance of their obligations to the Master Fund's affairs; provide prompt responses to reasonable requests made by such persons; and maintain necessary and appropriate interfaces with each such person so as to promote the efficient exchange of information. (d) C. In fulfilling its obligations furnishing services hereunder, the Sub-Adviser shall be entitled to rely on subject to, and act shall perform in accordance with, the following: (i) the Master Fund’s operating agreement and/or other governing instruments, as the same may be amended from time to time (“Governing Documents”); (ii) the registration statement of the Master Fund as filed with the Securities and Exchange Commission (“SEC”), as the same may be amended from time to time (the “Registration Statement”); (iii) the Investment Company Act and the Manager agrees to hold Advisers Act and the Sub-Adviser harmless for any act or omission taken in good faith in reliance on, information and instructions, which may be standing instructions, provided to the Sub-Adviser by the Manager, the Trust's administrator, or other agent of the Manager designated by the Manager. Such information and instructions shall be conveyed to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such action as may be required in an orderly fashion. The Manager agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of its obligations rules under this Agreementeach, and the Sub-Adviser shall not be in breach of any term of this Agreement all other federal and state laws or be deemed to have acted negligently if the Manager fails to provide or cause to be provided such information and the Sub-Adviser relies on the information most recently furnished to the Sub-Adviser. The Manager will promptly provide the Sub- Adviser with any procedures regulations applicable to the Sub-Adviser Master Fund; (iv) the Master Fund’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees Board; and (v) the written instructions of the Trust and agrees Adviser not inconsistent with any of the foregoing. Prior to promptly the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of all amendments thereto. (e) In Governing Documents, the selection of brokersRegistration Statement, dealers, futures commissions merchants or any the Master Fund’s Compliance Manual and other sources of portfolio investments for relevant policies and procedures that are adopted by the Fund (hereafter, "brokers or dealers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of each amendment, modification and supplement to any of the above-mentioned documents. The Sub-Adviser shall use have no responsibility under this Agreement to conform its best efforts services to obtain any new or modified requirements imposed by any such any such amendment, modification or supplement, and shall have no liability for its failure to do so, unless it has been furnished with a copy thereof or a written notice detailing such new or modified requirements a reasonable period of time before such amendment, modification or supplement is to take effect. D. The Sub-Adviser agrees to render the most favorable price services and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using provide at its best efforts to obtain the most favorable price and execution availableown expense, the Sub-Adviseroffice space, bearing furnishings and equipment and the personnel (except as set forth in mind the Master Fund's best interests at all times, shall consider all factors ’s and Hatteras 1099 Advantage Fund’s prospectuses) required by it deems relevant, including by way of illustration, price, to perform the size of services on the transaction, the nature of the market terms and for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine that are communicated in writing to compensation provided herein. E. On occasions when the Sub-Adviser as provided in Section 1(a)(iii) hereof, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay, on behalf of the Fund, a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities over time with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. As provided in the Management Contract referred to in Section 3 below, the Trust agrees that any entity or person associated with the Manager or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or Rule 11a2-2(T) thereunder, and the Trust has consented to the retention of compensation for such transactions in accordance with Section 11(a) or Rule 11a2-2(T)(2)(iv) under the 1934 Act. (f) In selecting brokers or dealers to execute a particular transaction, and in evaluating the best price and execution available, the Sub-Adviser is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the 0000 Xxx) provided to the Sub- Adviser or any affiliated person of the Sub-Adviser. Subject to the requirements of Section 17(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser is specifically authorized to select an affiliated person of the Sub-Adviser to execute brokerage, but in no event principal, transactions for the Fund. On occasions when the Sub- Adviser deems the purchase or sale of a security to be in the best interest of the Master Fund as well as other clients, clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate allocation of the securities to be purchased or sold in order to obtain the most favorable execution and/or lower brokerage commissions, if any, and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligation over time obligations to the Master Fund and to such its other clientsclients over time and in accordance with its trading policies and procedures. Furthermore, the Trust The Adviser and the Manager recognize Master Fund agree that the Sub-Adviser and its affiliates may give advice, advice and take action, action in the performance of their duties with respect to its any of their other clients that may differ from the advice given, or the time timing or nature of action actions taken, with respect to the Master Fund. The Adviser and the Master Fund also acknowledge that the Sub-Adviser and its affiliates provide investment advisory services to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Master Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to recommend for purchase for the Master Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser, it is for any reason impractical or undesirable to take such action or make such recommendation for the Master Fund. (g) F. The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3. (h) The Sub-Adviser shall will maintain all accounts, books and records with respect to the Fund's portfolio transactions Master Fund as are required by subparagraphs (b)(5) - (b)(11) and paragraph (f) of Rule 31a-1 under the 1940 Act, and shall render an investment adviser of a registered investment company pursuant to the Board of Trustees of Investment Company Act and Advisers Act and the Trust such periodic and special reports as the Board may reasonably requestrules thereunder.