AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CURIAN CAPITAL, LLC
AND
FIDUCIARY ASSET MANAGEMENT LLC
This AMENDMENT is made by and between CURIAN CAPITAL, LLC, a Michigan
limited liability company and registered investment adviser ("Adviser"), and
FIDUCIARY ASSET MANAGEMENT LLC, a Delaware limited liability company and
registered investment adviser ("Sub-Adviser"), and CURIAN VARIABLE SERIES TRUST,
a Massachusetts business trust ("Trust").
WHEREAS, the Adviser and Sub-Adviser's predecessor, Fiduciary Asset
Management Inc., a Delaware corporation ("Sub-Adviser's Predecessor"), entered
into an Investment Sub-Advisory Agreement dated as of December 19, 2011
("Agreement"), whereby Adviser appointed Sub-Adviser's Predecessor to provide
certain sub-investment advisory services to certain investment portfolios of the
Trust as provided on Schedule A of the Agreement (each a "Fund" and
collectively, the "Funds").
WHEREAS, the Sub-Adviser's Predecessor underwent a corporate
re-organization whereby the Sub-Adviser assumed the Sub-Adviser's Predecessor's
rights and obligations under the Agreement.
WHEREAS, pursuant to the Agreement, the parties have agreed to amend
Section 3, entitled "MANAGEMENT," and Section 13, entitled "REPRESENTATIONS AND
AGREEMENTS OF THE ADVISER," of the Agreement to reflect recent regulatory
changes under the Commodity Exchange Act and certain Commodity Futures Trading
Commission regulation changes.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. The following shall be inserted at the end of Section 3:
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific
disclosure, or as applicable to it (iii) filing of reports and other
documents, each shall fully comply with such requirements;
b) each party shall comply with all requirements of the applicable CEA
and then-current CFTC regulations that apply to each party with
regard to the Fund; and
c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling
any disclosure or reporting requirements applicable to the Fund
under the CEA and/or then-current CFTC regulations.
2. Paragraph (a) and (b) of Section 13 are deleted and replaced in their
entirety with the following:
(a) If the Sub-Adviser is registered as a Commodity Trading Advisor
under the CEA, the Adviser consents to the Sub-Adviser's compliance
with the alternative disclosure and recordkeeping standards
available to exempt accounts under CFTC Rule 4.7 with respect to a
Fund's trading in commodity interests, provided that the Sub-Adviser
has duly filed a notice of claim for such relief pursuant to Rule
4.7(d). The Adviser will take reasonable steps to cooperate with the
Sub-Adviser in connection with establishing and maintaining such
exemption under Rule 4.7, including, upon request, confirming
whether a Fund is a "qualified eligible person" as defined in Rule
4.7.
(b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser
will furnish the Sub-Adviser with a copy of the notice of
eligibility filed pursuant to Rule 4.5 (c) with respect to such
exclusion, or, if more recent, the most recent annual notice
affirming the basis of such eligibility that has been filed pursuant
to Rule 4.5(c)(5).
3. All references in the Agreement to "Fiduciary Asset Management,
Inc." shall be replaced by "Fiduciary Asset Management LLC," a
Delaware limited liability company.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 14th day of December, 2012, effective as of
December 31, 2012.
CURIAN CAPITAL, LLC FIDUCIARY ASSET MANAGEMENT LLC
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxx Xxxxxx
----------------------------------- ----------------------------------
Name: Xxxxxxx Xxxx Name: Xxxxx Xxxxxx
--------------------------------- --------------------------------
Title: President Title: CEO
-------------------------------- -------------------------------
CURIAN VARIABLE SERIES TRUST
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------
Title: Assistant Secretary
--------------------------------
