AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
BETWEEN CURIAN SERIES TRUST AND CURIAN CAPITAL, LLC
This AMENDMENT is made by and between CURIAN CAPITAL, LLC, a Michigan
limited liability company (the "Adviser"), and CURIAN SERIES TRUST, a
Massachusetts business trust (the "Trust").
WHEREAS, the Adviser and the Trust entered into an Investment Advisory
Agreement effective March 22, 2011 (the "Agreement").
WHEREAS, the parties have agreed to amend Section 6, "Term of Agreement,"
in order to clarify the annual approval date of the Agreement.
NOW THEREFORE, the parties hereby agree to amend the Agreement as follows:
Section 6, "Term of Agreement," is deleted and replaced in its entirety with the
following:
6. TERM OF AGREEMENT
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This Agreement will become effective as to a Fund upon execution or, if
later, the date that initial capital for such Series is first provided to it.
If approved by the affirmative vote of a majority of the outstanding voting
securities (as defined by the Act) of a Fund with respect to such Fund, voting
separately from any other Fund of the Trust, this Agreement shall continue in
full force and effect with respect to such Fund for two years from the date of
the effective date of the initial Investment Advisory Agreement with regard to
all Fund(s) covered by this Agreement. After the initial two-year period with
respect to a Fund, this Agreement will continue from year to year through
December 31st for each Fund covered by this Agreement, as listed on Schedule A,
provided that such continuation is specifically approved at least annually (i)
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by the Trustees by vote cast in person at a meeting called for the purpose of
voting on such renewal, or by the vote of a majority of the outstanding voting
securities (as defined by the Act) of such Fund with respect to which renewal is
to be effected, and (ii) by a majority of the non-interested Trustees by a vote
cast in person at a meeting called for the purpose of voting on such renewal.
Any approval of this Agreement or the renewal thereof with respect to a Fund by
the vote of a majority of the outstanding voting securities of that Fund, or by
the Trustees which shall include a majority of the non-interested Trustees,
shall be effective to continue this Agreement with respect to that Fund
notwithstanding (a) that this Agreement or the renewal thereof has not been so
approved as to any other Fund, or (b) that this Agreement or the renewal thereof
has not been so approved by the vote of a majority of the outstanding voting
securities of the Trust as a whole.
IN WITNESS WHEREOF, the Adviser and the Trust have caused this Amendment to
be executed as of this 14th day of December, 2012. This Amendment may be
executed in two or more counterparts, which together shall constitute one
document.
ATTEST: CURIAN CAPITAL, LLC
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: President and CEO
ATTEST: CURIAN SERIES TRUST
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
