INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective this 2nd day of September, 2011, by and between
CURIAN CAPITAL, LLC, a Michigan limited liability company and registered
investment adviser ("Adviser"), Wellington Management Company, LLP, a
Massachusetts limited liability partnership and registered investment adviser
("Sub-Adviser") and Curian Series Trust, a Massachusetts business trust
("Trust).
WHEREAS, Adviser is the investment manager for the Trust, an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act");
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory Agreement ("Advisory Agreement") dated as of March 22, 2011, with the
Trust; and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolios of the Trust
listed on Schedule A hereto ("each a Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. Subject to the approval of the Board of Trustees of the
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Trust (the "Board of Trustees"), Adviser hereby appoints Sub-Adviser to provide
certain sub-investment advisory services to the Funds for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided. The Sub-Adviser may engage any of its affiliates to assist it with
providing its services under this Agreement, provided that the Sub-Adviser will
remain liable to the Trust at all times for the performance of its obligations
under the Agreement, will remain responsible for the acts and omissions of such
affiliates, and will be solely responsible for any fees owed to such affiliates.
In the event the Adviser designates one or more funds other than the Funds with
respect to which the Adviser wishes to retain the Sub-Adviser to render
investment advisory services hereunder, it shall notify the Sub-Adviser in
writing. If the Sub-Adviser is willing to render such services, it shall notify
the Adviser in writing, whereupon such fund shall become a Fund hereunder, and
be subject to this Agreement, all subject to the approval of the Board of
Trustees.
2. DELIVERY OF DOCUMENTS. Adviser has furnished, or will furnish, to
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Sub-Adviser copies properly certified or authenticated of each of the following
prior to the commencement of the Sub-Adviser's services:
a) the Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on November 5, 2010
and all amendments thereto or restatements thereof (such Declaration, as
presently in effect and as it shall from time to time be amended or
restated, is herein called the "Declaration of Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Board of Trustees authorizing the appointment of
Sub-Adviser and approving this Agreement;
d) the Trust's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission (the "SEC");
e) the Trust's Registration Statement on Form N-1A under the Securities Act
of 1933, as amended ("1933 Act") and under the 1940 Act as filed with the
SEC and all amendments thereto insofar as such Registration Statement and
such amendments relate to the Funds; and
f) the Trust's most recent prospectus and Statement of Additional Information
for the Funds (collectively called the "Prospectus").
Adviser will furnish the Sub-Adviser with copies of all amendments of or
supplements to the foregoing that relate specifically to the Sub-Adviser or a
Fund that it provides sub-advisory services to, and permit the Sub-Adviser a
reasonable opportunity to review, prior to their effectiveness.
During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser
at its principal office all proxy statements, reports to shareholders, sales
literature or other materials prepared for distribution to shareholders of each
Fund, and prospectus of each Fund, prior to the use thereof, and the Adviser
shall not use any such materials if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly relate to
the Sub-Adviser, its services and its clients. The Adviser agrees to use its
reasonable best efforts to ensure that materials prepared by its employees or
agents or its affiliates that refer to the Sub-Adviser or its clients in any way
are consistent with those materials previously approved by the Sub-Adviser as
referenced in the first sentence of this paragraph. Sales literature may be
furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile
transmission equipment or hand delivery.
3. MANAGEMENT. Subject always to the supervision of the Adviser and the
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Board of Trustees, Sub-Adviser will furnish an investment program in respect of,
and make investment decisions for, all assets of the Funds and place all orders
for the purchase and sale of securities, including foreign or domestic
securities or other property (including financial futures and options of any
type), all on behalf of the Funds. In the performance of its duties,
Sub-Adviser will satisfy its fiduciary duties to the Funds (as set forth below),
and will monitor the Funds' investments, and will comply with the provisions of
the Trust's Declaration of Trust and By-Laws, as amended from time to time, and
the stated investment objectives, policies and restrictions of the Funds, which
may be amended from time to time, and applicable tax and regulatory
requirements. Sub-Adviser and Adviser will each make its officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Funds and to consult with each other regarding the
investment affairs of the Funds. Sub-Adviser will report to the Board of
Trustees and to Adviser with respect to the implementation of such program, as
requested by the Board of Trustees or the Adviser. Sub-Adviser, solely with
respect to the assets of the Funds that are under its management pursuant to
this Agreement, is responsible for compliance with the diversification
provisions of Section 851 the Internal Revenue Code of 1986, as amended ("IRC").
The Adviser agrees that the Sub-Adviser shall not be liable for any failure to
recommend the purchase or sale of any security on behalf of any Fund on the
basis of any information which might, in the Sub-Adviser's reasonable opinion,
constitute a violation of any federal or state laws, rules or regulations.
The Sub-Adviser further agrees that it:
a) will use the same skill and care in providing such services as it uses in
providing services to its other client mandates for which it has investment
responsibilities;
b) will comply with all applicable Rules and Regulations of the SEC in all
material respects and in addition will conduct its activities under this
Agreement in accordance with any applicable regulations of any governmental
authority pertaining to its investment advisory activities, including but
not limited to compliance with Rule 206(4)-7 under the Investment Advisers
Act of 1940, as amended (the "Advisers Act");
c) will report regularly to Adviser and to the Board of Trustees as
reasonably agreed between the Adviser and Sub-Adviser, or as reasonably
requested by the Board of Trustees, and will make appropriate persons
available for the purpose of reviewing with representatives of Adviser and
the Board of Trustees on a regular basis at reasonable times agreed to by
the Adviser and Sub-Adviser, or at such times as reasonably requested by
the Board of Trustees, including, without limitation, review of the general
investment strategies of the Funds, the performance of the Funds in
relation to the specified benchmarks and will provide various other reports
from time to time as reasonably requested by Adviser or the Board of
Trustees;
d) will provide to the Adviser (i) a monthly compliance checklist developed
for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed
for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and
reporting information as reasonably requested by the Adviser or the Board
of Trustees from time-to-time;
e) as a service provider to the Funds, will cooperate fully with the Chief
Compliance Officer of the Trust in the execution of his/her
responsibilities to monitor service providers to the Funds under Rule 38a-1
under the 1940 Act;
f) will prepare and maintain such books and records with respect to each
Fund's securities transactions in accordance with Section 7 herein, and
will furnish Adviser and the Board of Trustees such periodic and special
reports as the Adviser may reasonably request;
g) will prepare and cause to be filed in a timely manner Form 13F and, if
required, Schedule 13G with respect to securities held for the account of
the Funds subject to Sub-Adviser's supervision;
h) will act upon reasonable instructions from Adviser not inconsistent with
the fiduciary duties and investment objectives hereunder;
i) will treat confidentially and as proprietary information of the Trust all
such records and other information relative to the Trust maintained by the
Sub-Adviser, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
the Sub-Adviser may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by Trust, provided, however,
that notwithstanding the foregoing, Sub-Adviser may disclose such
information as required by applicable law, regulation or upon request by a
regulator or auditor of Sub-Adviser;
j) will vote proxies received in connection with securities held by the Funds
consistent with its fiduciary duties hereunder;
k) may not consult with any other sub-adviser of the Trust concerning
transactions in securities or other assets for any investment portfolio of
the Trusts, including the Funds, except that such consultations are
permitted between the current and successor sub-advisers of the Funds in
order to effect an orderly transition of sub-advisory duties so long as
such consultations are not concerning transactions prohibited by Section
17(a) of the 1940 Act;
l) will provide reasonable assistance to the Adviser or the Trust's
custodian, as the case may be, in determining the fair value of any
portfolio security. In addition, the Sub-Adviser shall provide the Trust's
custodian on each business day with information relating to all
transactions concerning each Fund's assets under Sub-Adviser's supervision,
and shall provide Adviser with such information upon the reasonable request
of the Adviser;
m) promptly notify the Adviser and the Trust to the extent required by
applicable law in the event that the Sub-Adviser or any of its affiliates:
(1) becomes aware that it is subject to a statutory disqualification that
prevents the Sub-Adviser from serving as an investment adviser pursuant to
this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action (other than regulatory
examinations or other routine inquiries) by the SEC or other regulatory
authority. The Sub-Adviser further agrees to notify the Trust and the
Adviser promptly of any material fact known to the Sub-Adviser respecting
or relating to the Sub-Adviser that would make any written information
previously provided to the Adviser or the Trust materially inaccurate or
incomplete or if any such written information becomes untrue in any
material respect; and
n) promptly notify the Adviser and the Trust if the Sub-Adviser suffers a
material adverse change in its business that would materially impair its
ability to perform its relevant duties for a Fund. For the purposes of this
paragraph, a "material adverse change" shall include, but is not limited
to, a material loss of assets or accounts under management or the departure
of senior investment professionals to the extent such professionals are not
replaced promptly with professionals of comparable experience and quality.
4. CUSTODY OF ASSETS. Sub-Adviser shall at no time have the right to
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physically possess the assets of the Funds or have the assets registered in its
own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire
or become possessed of any income, whether in kind or cash, or proceeds, whether
in kind or cash, distributable by reason of selling, holding or controlling such
assets of the Funds. In accordance with the preceding sentence, Sub-Adviser
shall have no responsibility with respect to the collection of income, physical
acquisition or the safekeeping of the assets of the Funds. All such duties of
collection, physical acquisition and safekeeping shall be the sole obligation of
the custodian.
5. BROKERAGE. The Sub-Adviser is responsible for decisions to buy and sell
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securities for each Fund, broker-dealer selection, and negotiation of brokerage
commission rates. Sub-Adviser shall have the express authority to negotiate,
open, continue and terminate brokerage accounts and other brokerage arrangements
with respect to all portfolio transactions entered into by Sub-Adviser on behalf
of the Funds. Sub-Adviser will provide copies of all such agreements to the
Adviser. It is the Sub-Adviser's general policy in selecting a broker to effect
a particular transaction to seek to obtain "best execution," which means prompt
and efficient execution of the transaction at the best obtainable price with
payment of commissions which are reasonable in relation to the value of the
brokerage services provided by the broker.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and
negotiating commission rates, will take all relevant factors into consideration,
including, but not limited to: the best price available; the reliability,
integrity and financial condition of the broker-dealer; the size of and
difficulty in executing the order; and the value of the expected contribution of
the broker-dealer to the investment performance of the applicable Fund on a
continuing basis. Subject to such policies and procedures as the Board of
Trustees may determine, the Sub-Adviser shall have discretion to effect
investment transactions for each Fund through broker-dealers (including, to the
extent permissible under applicable law, broker-dealer affiliates) who provide
brokerage and/or research services, as such services are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers
an amount of commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker-dealer would have charged for
effecting that transaction, if the Sub-Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage or research services provided by such broker-dealer, viewed in terms
of either that particular investment transaction or the Sub-Adviser's overall
responsibilities with respect to such Fund and other accounts to which the
Sub-Adviser exercises investment discretion (as such term is defined in Section
3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on
behalf of a Fund to such broker-dealers shall be in such amounts and proportions
as the Sub-Adviser shall determine in good faith in conformity with its
responsibilities under applicable laws, rules and regulations. The Sub-Adviser
will submit reports on such allocations to the Adviser as reasonably requested
by the Adviser, in such form as may be mutually agreed to by the parties hereto,
indicating the broker-dealers to whom such allocations have been made and the
basis therefor.
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
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connection with the performance of its services under this Agreement. Each Fund
or the Adviser will bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, and administration
fees; fees for necessary professional and brokerage services; costs relating to
local administration of securities; and fees for any pricing services. All
other expenses not specifically assumed by the Sub-Adviser hereunder or by the
Adviser under the Advisory Agreement are borne by the applicable Fund or the
Trust. From time to time, the Sub-Adviser may agree to waive or reduce some or
all of the compensation to which it is entitled under this Agreement.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request,
copies of which may be retained by the Sub-Adviser. Sub-Adviser further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act related to
each Fund's portfolio transactions. The Adviser shall maintain all books and
records not related to the Fund's portfolio transactions.
8. COMPENSATION. For the services provided and the expenses assumed
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pursuant to this Agreement, each Fund will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefore, a sub-advisory fee
accrued daily and payable monthly on the average daily net assets in the Funds
in accordance with Schedule B hereto.
9. SERVICES TO OTHERS. Adviser understands, and has advised the Board of
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Trustees, that Sub-Adviser now acts, or may in the future act, as an investment
adviser to fiduciary and other managed accounts, and as investment adviser or
sub-investment adviser to other investment companies or accounts. Adviser has
no objection to Sub-Adviser acting in such capacities, provided that whenever
the Fund and one or more other investment advisory clients of Sub-Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in a manner reasonably believed by Sub-Adviser to be fair and
equitable to each. Sub-Adviser may group orders for a Fund with orders for
other funds and accounts to obtain the efficiencies that may be available on
larger transactions when it reasonably determines that investment decisions are
appropriate for each participating account. Sub-Adviser cannot assure that such
policy will not adversely affect the price paid or received by a Fund. Adviser
recognizes, and has advised the Board of Trustees, that in some cases this
procedure may adversely affect the size and the opportunities of the position
that the participating Fund may obtain in a particular security. In addition,
Adviser understands, and has advised the Board of Trustees, that the persons
employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement
will not devote their full time to such service, and nothing contained in this
Agreement will be deemed to limit or restrict the right of Sub-Adviser or any of
its affiliates to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
10. LIMITATION OF LIABILITY. Sub-Adviser, its officers, directors,
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employees, agents or affiliates will not be subject to any liability to the
Adviser or the Funds or their directors, officers, employees, agents or
affiliates for any error of judgment or mistake of law or for any loss suffered
by the Funds, any shareholder of the Funds or the Adviser either in connection
with the performance of Sub-Adviser's duties under this Agreement or its failure
to perform due to events beyond the reasonable control of the Sub-Adviser or its
agents, except for a loss resulting from Sub-Adviser's willful misfeasance, or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. Federal and State
securities laws may impose liabilities under certain circumstances on persons
who act in good faith, and therefore nothing herein shall in any way constitute
a waiver or limitation of any right which Adviser or the Funds may have under
any applicable laws.
11. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify
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the other party (and each such party's affiliates, employees, directors and
officers), and Sub-Adviser further agrees to indemnify the Funds, against any
claim, damages, loss or liability (including reasonable attorneys' fees) arising
out of any third party claims brought against an indemnified party that are
found to constitute willful misfeasance or gross negligence on the part of the
indemnifying party.
12. DURATION AND TERMINATION. This Agreement will become effective as to a
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Fund upon execution or, if later, on the date that initial capital for such Fund
is first provided to it and, unless sooner terminated as provided herein, will
continue in effect for two years from the date of its execution. Thereafter, if
not terminated as to a Fund, this Agreement will continue in effect as to a Fund
for successive periods of 12 months, provided that such continuation is
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specifically approved at least annually by the Board of Trustees or by vote of a
majority of the outstanding voting securities of such Fund, and in either event
approved also by a majority of the Trustees of the Trust who are not interested
persons of the Trust, or of the Adviser, or of the Sub-Adviser. Notwithstanding
the foregoing, this Agreement may be terminated as to a Fund at any time,
without the payment of any penalty, on sixty days' written notice by the Trust
or Adviser, or on sixty days' written notice by the Sub-Adviser. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" have the same meaning of such terms as in
the 1940 Act.) Section 10 and 11 herein shall survive the termination of this
Agreement.
13. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
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(a) The assets of the Account may be invested in futures contracts and
consents to the Sub-Adviser's use of the alternate disclosure and
recordkeeping standards under Commodity Futures Trading Commission Rule 4.7
with respect to such futures trading, which alternate standards are
available to the Sub-Adviser on account of each Fund's ownership of
securities of issuers not affiliated with the Funds and other investments
with an aggregate market value of at least $2,000,000 and on account of the
Trust's status as an investment company registered under the 1940 Act (not
formed for the specific purpose of either investing in an exempt pool or
opening an exempt account);
(b) It is excluded from the definition of a commodity pool operator under CFTC
Rule 4.5, and in connection with such exemption has filed a notice of
eligibility and will provide the Sub-Adviser with a copy of such notice of
eligibility before the execution of this Agreement; and
(c) The Adviser hereby acknowledges that not less than forty-eight (48) hours
before the date it has executed this Agreement, it received from the
Sub-Adviser a copy of Part II of Sub-Adviser's Form ADV, as required by
Rule 204-(3) of the Advisers Act.
14. OBLIGATIONS OF ADVISER. The Adviser agrees to provide or complete, as
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the case may be, the following prior to the commencement of the Sub-Adviser's
investment advisory services as specified under this Agreement:
(a) A list of first tier affiliates and second tier affiliates (i.e.,
affiliates of affiliates) of the Fund;
(b) A list of restricted securities for each Fund (including CUSIP, Sedol or
other appropriate security identification);
(c) A copy of the current compliance procedures for each Fund; and
(d) A list of legal and compliance contacts.
The Adviser also agrees to promptly update the above referenced items in order
to ensure their accuracy, completeness and/or effectiveness.
15. CONFIDENTIAL TREATMENT. It is understood that any information or
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recommendation supplied by, or produced by, Sub-Adviser in connection with the
performance of its obligations hereunder is to be regarded as confidential and
for use only by the Adviser and the Trust in connection with the assets of the
Funds managed by Sub-Adviser. The Adviser and the Trust will disclose portfolio
information in accordance with the most recent Disclosure of Portfolio
Information Policies and Procedures.
16. ENTIRE AGREEMENT; AMENDMENT OF THIS AGREEMENT. This Agreement
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constitutes the entire agreement between the parties with respect to the Funds.
No provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
17. NOTICE. Any notice under this Agreement shall be in writing, addressed
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and delivered or mailed, postage prepaid, to the other party at such address as
designated herein.
a) TO ADVISER:
Curian Capital LLC
0000 Xxxxxxxxxx Xxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
b) TO SUB-ADVISER:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No: x0-000-000-0000
Attention: Legal and Compliance
c) TO THE TRUST:
Curian Series Trust
0000 Xxxxxxxxxx Xxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
18. MISCELLANEOUS. The captions in this Agreement are included for
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convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
The Sub-Adviser acknowledges and agrees that the names Curian Series Trust and
Curian Capital, LLC, and abbreviations or logos associated with those names, are
the valuable property of the Adviser and its affiliates; that the Trust, has the
right to use such names, abbreviations and logos; and that the Sub-Adviser shall
use the names Curian Series Trust, Curian Capital, LLC, and associated
abbreviations and logos, only in connection with the Sub-Adviser's performance
of its duties hereunder. Further, in any communication with the public and in
any marketing communications of any sort, the Sub-Adviser agrees to obtain prior
written approval from the Adviser before using or referring to Curian Series
Trust and the Adviser, or the Funds or any abbreviations or logos associated
with those names; provided that nothing herein shall be deemed to prohibit the
Sub-Adviser from referring to the performance of the Funds in the Sub-Adviser's
marketing material as long as such marketing material does not constitute "sales
literature" or "advertising" for the Funds, as those terms are used in the
rules, regulations and guidelines of the SEC and FINRA.
The name "Curian Series Trust" and "Trustees of Curian Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but not
individually or personally, acting from time to time under, the Declaration of
Trust, to which reference is hereby made and a copy of which is on file at the
office of the Secretary of State of the Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of the "Curian Series Trust" entered in the
name or on behalf thereof by any of the Trustees, representatives or agents are
made not individually but only in such capacities and are not binding upon any
of the Trustees, Shareholders or representatives or agents of Trust personally,
but bind only the assets of Trust, and persons dealing with the Funds must look
solely to the assets of Trust belonging to such Fund for the enforcement of any
claims against the Trust.
19. REPRESENTATIONS AND WARRANTIES OF THE ADVISER AND SUB-ADVISER. The
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Adviser and Sub-Adviser each hereby represents to the other that this Agreement
does not violate any existing agreements between it and any other party, it has
all requisite authority to enter into, execute, deliver and perform its
obligations under this Agreement and the performance of its obligations under
this Agreement or the Advisory Agreement (to the extent applicable) does not
conflict with any law, regulation or order to which it is subject.
The Sub-Adviser further represents and warrants that it (i) is a duly registered
investment adviser under the Investment Advisers Act of 1940, as amended, (ii)
has provided to the Adviser a copy of its most recent Form ADV, Part 1 as filed
with the Securities and Exchange Commission, as well as a copy of its current
Part II of Form ADV and (iii) will notify the Adviser of any additions to or
withdrawals of partners of Sub-Adviser within a reasonable time after such
additions or withdrawals.
The Sub-Adviser further represents that it has reviewed the initial, pre- and/or
post effective amendment(s) to the Registration Statement for the Funds filed
with the Securities and Exchange Commission that contains disclosure about the
Sub-Adviser, and represents and warrants that, with respect to the disclosure
about the Sub-Adviser or information relating to the Sub-Adviser, such
Registration Statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact necessary
to make the statements contained therein not misleading.
20. APPLICABLE LAW. This Agreement shall be construed in accordance with
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applicable federal law and the laws of the State of Michigan.
21. COUNTERPART SIGNATURES. This Agreement may be executed in several
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counterparts, including via facsimile, each of which shall be deemed an original
for all purposes, including judicial proof of the terms hereof, and all of which
together shall constitute and be deemed one and the same agreement.
IN WITNESS WHEREOF, the Adviser, the Sub-Adviser and Trust have caused this
Agreement to be executed as of this 1 day of July, 2011.
CURIAN CAPITAL, LLC
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: President & CEO
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxxx X. X'Xxxxxxx
Name: Xxxxx X. X'Xxxxxxx
Title: Senior Vice President
CURIAN SERIES TRUST
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: President & CEO
SCHEDULE A
DATED SEPTEMBER 2, 2011
(Funds)
Curian/WMC International Equity Fund
SCHEDULE B
DATED SEPTEMBER 2, 2011
(Compensation)
CURIAN/WMC INTERNATIONAL EQUITY FUND
Average Daily Net Assets Annual Rate
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$0 to $250 Million 45 basis points
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Amounts over $250 Million 40 basis points
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