INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------
This AGREEMENT is effective this 29th day of April, 2013, by and between
CURIAN CAPITAL, LLC, a Michigan limited liability company and registered
investment adviser ("Adviser"), XXXXX XXXXX MANAGEMENT, a Massachusetts business
trust and registered investment adviser ("Sub-Adviser") and Curian Variable
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 and Management Agreement ("Management Agreement") dated as of December
19, 2011, with amendments thereto, 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 (the "Funds" or 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 Trust
(the "Board of Trustees"), Adviser represents and warrants that it has
full legal power and authority to enter into this Agreement and to
delegate investment advisory services, and 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, and the appointment
of Sub-Adviser hereunder is permitted by Trust's and Adviser's governing
documents and has been duly authorized by all necessary corporate or other
action. Adviser represents that this Agreement has been duly authorized
and will be binding upon Adviser.
Sub-Adviser accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.
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
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 September
7, 2011 and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it
PAGE 1 OF 19
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 (together with the
Declaration of Trust, the "Trust Documents");
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;
f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus");
g) the Trust's compliance policies and procedures, compliance manual
and any policies and procedures the Adviser will require the
Sub-Adviser to adhere to; and
h) Upon written request from Sub-Adviser to Adviser, Adviser will seek
to provide Sub-Adviser and/or its designee with any data and
additional information (including but not limited to updated
versions of the foregoing Section 2 documents, broker-required
questionnaires in connection with the Xxxx Xxxxx Act, anti-money
laundering questionnaires and tax forms) requested that Sub-Adviser
reasonably determines to be necessary for its management of the
Fund's portfolio. Adviser agrees to provide such data and additional
information, to Sub-Adviser and/or its designee in the format, and
within the timeframe and frequency that is reasonably requested by
Sub-Adviser.
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. The materials
referenced in the first sentence of this paragraph will 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 Board
of Trustees, Sub-Adviser will furnish an investment program in respect of,
and shall have full investment authority and discretion for, all assets of
the Funds and place all orders for the purchase and sale of securities,
including foreign or domestic securities, and other
PAGE 2 OF 19
property (including but not limited to financial futures, options of any
type, commodities and other derivative instruments), all on behalf of the
Funds as the Sub-Adviser shall determine in accordance with each Fund's
investment restrictions, policies and Prospectus.
Sub-Adviser is authorized on behalf of the Funds to: (a) enter into
agreements and execute any documents, including but not limited to
agreements for the purchase or sale of securities, futures (including but
not limited to exchange for physicals or exchange for swaps, or other
financial or physical instruments), or any similar contract which is
ancillary to securities, futures, commodities, foreign exchange,
over-the-counter contracts, swaps, security-based swaps, transactions and
other financial instruments or similar arrangements, or options on any of
the foregoing (each a "Trading Agreement"), including Master Agreements
based on forms published by the International Swaps and Derivatives
Association, Inc. including any Schedules, any Credit Support Annexes
thereto and any other documentation relating to such Master Agreements,
Master Repurchase Agreements, Global Master Repurchase Agreements, or
futures account agreements or agreements for the clearing of
over-the-counter products with one or more brokers, dealers or financial
intermediaries ("Counterparties") and to establish securities and futures
transactions and/or securities trading accounts on behalf of the Account
with these Counterparties, provided that all such instruments are
consistent with the Fund's investment objectives, policies and
restrictions required to make investments pursuant to the Prospectus,
which shall include any market and/or industry standard documentation and
the standard representations contained therein; and (b) acknowledge the
receipt of brokers' risk disclosure statements, electronic trading
disclosure statements and similar disclosures. Notwithstanding the
foregoing, the Trading Agreements do not include custody or control
agreements which are the sole responsibility of the Adviser and/or the
Fund, provided however that the Sub-Adviser shall take into account such
custody or control agreements.
The Sub-Adviser further shall have the authority to instruct the custodian
to: (a) deliver or accept delivery of, upon receipt of payment or payment
upon receipt of, securities, commodities or other property underlying any
futures or options contracts, and other property purchased or sold in the
Funds; and (b) pledge margin or collateral which shall include the
transfer of money, securities, or other property to the extent necessary
to meet the obligations of the Funds with respect to any investments made
pursuant to the Prospectus.
Adviser and/or the Fund's custodian will handle matters relating to the
Fund participating in any class action settlements and Sub-Adviser shall
not have any obligations with respect thereto. Without Adviser's prior
consent to each transaction, Sub-Adviser shall have full discretionary
authority as agent and attorney-in-fact, with full power of substitution
and full authority in the Fund's name, to (a) buy, sell, hold, exchange,
convert or otherwise deal in any manner in any assets; (b) place orders
for the execution of such assets and other transactions with or through
such brokers, dealers, counter-parties, issuers, agents or arrangers as
Sub-Adviser may select; (c) execute, on behalf of the Fund, such
brokerage, derivatives, subscription and other agreements and documents
(including, without limitation, ISDA and LSTA documentation) as
Sub-Adviser deems necessary or appropriate in connection with the Fund's
investment activities; and (d) negotiate, enter into, make and perform any
other contracts, agreements or other undertakings it may
PAGE 3 OF 19
deem advisable in connection with the performance of the Sub-Adviser's
duties hereunder.
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 Documents,
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, provided that Sub-Adviser will be responsible for such monitoring
and compliance of any amendments to the Trust Documents, investment
objectives, policies, and restriction, only after Sub-Adviser received
reasonable notice and receipt of such amendments from the Adviser, 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 reasonably 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 to ensure that the Funds will comply with the
provisions of Section 851 and Section 817(h) of the Internal Revenue Code
of 1986, as amended ("IRC"), and THE REGULATIONS THEREUNDER, INCLUDING,
BUT NOT LIMITED TO, Treas. Reg. Section 1.817-5.
Adviser will not act in a manner that would result in Sub-Adviser failing
to maintain the required diversification and if the failure to diversify
is inadvertent, Adviser shall in good faith and in conjunction with
Sub-Adviser follow the procedures specified in Treas. Reg. Section
1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request
relief from the Commissioner of Internal Revenue Service. In such an event
Adviser and Sub-Adviser shall work together in the preparation of any
request for relief or closing agreement and, to the extent that Adviser is
seeking indemnification under Section 11 hereof, no filings or agreements
shall be made with the Commissioner of Internal Revenue Service without
the prior written approval of Sub-Adviser. Notwithstanding the cooperation
of Adviser, Sub-adviser shall be responsible for the correction of any
failure attributable to its actions whether in good faith, negligent, or
reckless disregard, including any penalties, taxes, and interest and for
any other obligations to contract-owners and insurance company investors
in the Funds.
The Sub-Adviser is expressly authorized to rely upon any and all
instructions, approvals and notices given on behalf of the Adviser by any
one or more of those persons designated as representatives of the Trust
whose names, titles and specimen signatures appear in Schedule C attached
hereto. The Adviser shall provide a Secretary Certificate, Incumbency
Certificate, or similar document indicating that the persons designated as
representatives have the authority to bind the Trust. The Adviser may
amend such Schedule C from time to time by written notice to the
Sub-Adviser. The Sub-Adviser shall continue to rely upon these
instructions until notified by the Adviser to the contrary.
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:
PAGE 4 OF 19
a) will use the same skill and care in providing such services as it
uses in providing services to its other similar 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 comply with all foreign laws, regulations, and regulatory
requirements as set forth by foreign regulatory agencies, as
applicable;
d) 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;
e) 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;
f) 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, including any applicable document
requests;
g) 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;
h) 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;
i) will act upon reasonable instructions from Adviser not inconsistent
with the fiduciary duties and investment objectives hereunder;
j) 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
PAGE 5 OF 19
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;
k) will have the sole authority and responsibility to exercise whatever
powers the Adviser may possess with respect to any of its assets
held in the Funds, including, but not limited to, the right to vote
proxies, in accordance with the Sub-Adviser's proxy voting
guidelines, as amended from time to time, which shall be provided to
the Trust and the Adviser, the power to exercise rights, options,
warrants, conversion privileges, and redemption privileges, and to
tender securities pursuant to a tender offer, consistent with the
Sub-Adviser's fiduciary duties hereunder; and may, at its discretion
(subject to Sub-Adviser's responsibility and liability under the
terms of this Sub-Advisory Agreement), elect to use one or more
third parties, including proxy voting services, in fulfilling its
obligations hereunder; provided however, Adviser will, or will
direct the Fund's custodian to, send all proxy solicitation material
and other related material, including interim reports, annual
reports and other issuer mailings with respect to the Account, to
Sub-Adviser or its agent;
l) will vote and take all action related to corporate reorganization
matters (e.g., conversions, tender and exchange offers, mergers,
stock splits, right offerings, recapitalizations, amendments,
modifications or waivers or other rights or powers); provided
however, that Adviser will, or will direct the Fund's custodian to,
deliver all materials and information relating to corporate
reorganization matters to Adviser or its agent;
m) may not consult with any other sub-adviser of the Trust, if any, or
the sub-adviser to any other investment company (or separate series
of an investment company) managed by the Adviser concerning the
Trust's transactions in securities or other assets for any
investment portfolio of the Trust, including the Funds, except for
the purpose of complying with the conditions of Rule 12d3-1 (a) and
(b) under the 1940 Act, and 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;
n) will provide reasonable assistance to the Adviser or the Trust's
custodian, as the case may be, in determining the 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;
o) immediately 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 by the
PAGE 6 OF 19
SEC or other regulatory authority. The Sub-Adviser further agrees to
notify the Trust and the Adviser immediately 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
p) immediately 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.
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) Sub-Adviser shall comply with all requirements of the applicable CEA
and then-current CFTC regulations that apply to Sub-Adviser with
regard to the Fund, and with regard to all Funds for which it serves
as Sub-Adviser; 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.
4. CUSTODY OF ASSETS. Title to all investments shall be held in the name of
the Funds, provided that for convenience in buying, selling and exchanging
securities (stocks, bonds, commercial paper, etc.), title to such
securities may be held in the name of the Trust's custodian bank, or its
nominee. All cash and the indicia of ownership of all other investments
shall be held by the Trust's custodian bank. Sub-Adviser shall not act as
custodian of the assets held in the Funds and shall at no time have the
right to 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, 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 Trust's
custodian. The Sub-Adviser shall not be liable for any act or omission of
such custodian, except by reason of the Sub-Adviser's willful misfeasance,
bad faith, gross negligence, fraud, reckless disregard or willful
misconduct in connection with any actions that Sub-Adviser has taken or
should have taken with respect to the custodian.
5. BROKERAGE. The Sub-Adviser is responsible for decisions to buy and sell
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
PAGE 7 OF 19
brokerage accounts and other brokerage arrangements with respect to all
portfolio transactions entered into by Sub-Adviser on behalf of the Funds.
Adviser shall provide such assistance to the Sub-Adviser in setting up and
maintaining brokerage accounts and other accounts as the Sub-Adviser shall
reasonably request to allow for the purchase or sale of various forms of
securities and instruments pursuant to this Agreement. Sub-Adviser will
provide copies of all such agreements to the Adviser upon the Adviser's
reasonable request. 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 and taking into account all relevant factors
and considerations of the specific transaction, with payment of
commissions which are reasonable in relation to the value of the brokerage
services provided by the broker. Consistent with this policy, and when
selecting a broker the Sub-Adviser will take relevant factors into
consideration, including (as applicable), 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 therefore. The Sub-Adviser
shall not be liable for any act or omission of any brokerage firm or firms
or counterparties designated by the Adviser or chosen by the Sub-Adviser
with reasonable care except by reason of the Sub-Adviser's willful
misfeasance, bad faith, gross negligence, fraud, reckless disregard or
willful misconduct in connection with selecting such brokerage firms or
firms or counterparties.
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. With
prior written approval by the Sub-Adviser, the Sub-Adviser agrees to pay
for reasonable expenses associated with the production of Fund marketing
materials. 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; transaction fees and expenses; costs relating to
local administration of securities; and fees
PAGE 8 OF 19
for any pricing services. All other expenses not specifically assumed by
the Sub-Adviser hereunder or by the Adviser under the Management Agreement
are borne by the applicable Fund or the Trust.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 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 pursuant
to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefore, a
sub-advisory fee in accordance with Schedule B hereto.
9. SERVICES TO OTHERS. Adviser understands, and has advised the Board of
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, but is not required to, 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.
Notwithstanding any other provision to the contrary, the Sub-Adviser shall
have no obligation to perform the following services or to have employees
of the Sub-Adviser perform the following roles, as applicable: a)
shareholder services or support functions, such as responding to
shareholders' questions about a Fund or its investments or strategies; b)
providing employees of the Sub-Adviser to serve as officers of a Fund; or
c) providing employees of the Sub-Adviser to serve as the Fund's Chief
Compliance Officer and associated staff.
PAGE 9 OF 19
10. LIMITATION OF LIABILITY.
a) Sub-Adviser, its officers, directors, employees, agents or
affiliates will not be subject to any liability shall not be liable
for any losses, claims, damages, liabilities, or litigation
(including legal and other expenses) to the Adviser or the Funds or
their directors, officers, employees, agents or affiliates, any
brokerage firm or firms or counterparties designated by the Adviser
or chosen by the Sub-Adviser with reasonable care, or the Trust's
custodian for any act, omission, error of judgment or mistake of law
or 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, bad faith, gross negligence, fraud, reckless disregard
or willful misconduct.
b) The Sub-Adviser shall not be liable to the Adviser, the Funds or
their shareholders, or the Trust for any action taken or failure to
act in good faith reliance upon: (i) information, instructions or
requests, whether oral or written, with respect to the Funds made to
the Sub-Adviser by a duly authorized officer of the Adviser, or its
designee, or the Trust; (ii) the advice of counsel to the Trust; and
(iii) any written instruction or certified copy of any resolution of
the Board; all except by reason of the Sub-Adviser's willful
misfeasance, bad faith, gross negligence, fraud, reckless disregard
or willful misconduct in connection with performing its
responsibilities hereunder.
c) Without limiting the generality of the foregoing, neither the
Adviser nor the Sub-Adviser will be liable for any indirect,
punitive, special, incidental, exemplary or consequential damages.
The name "Curian Variable Series Trust" and "Trustees of Curian
Variable 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 Variable 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.
The Funds and the Adviser are hereby expressly put on notice that
Sub-Adviser is a Massachusetts business trust formed under a
declaration of trust. All persons dealing with Sub-Adviser must look
solely to the property of Sub-Adviser for satisfaction of claims of
any nature against Sub-Adviser, as neither the trustees, officers,
employees nor shareholders of Sub-Adviser assume any personal
liability in connection with its business or for obligations entered
into on its behalf.
PAGE 10 OF 19
11. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify 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.
a) In any action in which the Sub-Adviser or any of its controlling
persons, or any shareholders, partners, directors, officers and/or
employees of any of the foregoing, are parties, the Adviser agrees
to indemnify and hold harmless the foregoing persons against any
losses to which such persons may become subject, insofar as such
losses arise out of or are based upon the Adviser's willful
misfeasance, bad faith, gross negligence, fraud, reckless disregard
or willful misconduct in performing its responsibilities hereunder,
including without limitation the operation of a Fund, the contents
of the Funds' Prospectus, or the wrongful conduct of persons with
respect to the sale of interests in a Fund, provided that the loss,
claim, settlement, damage, charge, liability, cost or expense did
not relate to, was not based upon, or did not arise out of an act or
omission of the Sub-Adviser or any of its controlling persons, or
any shareholders, partners, directors, officers and/or employees
constituting reckless disregard, willful misfeasance, bad faith,
gross negligence, fraud or willful misconduct.
12. DURATION AND TERMINATION. This Agreement will become effective as to a
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, the initial term will continue in effect through December
31, 2014. Thereafter, if not terminated as 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 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.) Sections 10 and 11 herein shall survive the termination of this
Agreement.
13. REPRESENTATIONS AND AGREEMENTS OF THE ADVISER. Adviser acknowledges,
represents and warrants that:
a) Adviser (i) currently is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services
contemplated by this Agreement, (iii) has appointed a Chief
Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has
adopted written policies and procedures that are reasonably designed
to prevent violations
PAGE 11 OF 19
of the Advisers Act from occurring, detect violations that have
occurred, correct promptly any violations that have occurred, and
will provide prompt notice of any material violations relating to
the Fund to the Sub-Adviser (v) has met and will seek to continue to
meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency
necessary to be met in order to perform the services contemplated by
this Agreement; (vi) has the authority to enter into and perform the
services contemplated by this Agreement; and (vii) will promptly
notify Sub-Adviser (1) of the occurrence of any event that would
disqualify Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise, (2) in the event the SEC or other governmental authority
has: censured Adviser; placed limitations upon its activities,
functions or operations; or has commenced proceedings or an
investigation that may result in any of these actions or (3) upon
having a reasonable basis for believing that the Fund has ceased to
qualify or might not qualify as a regulated investment company under
Subchapter M of the Code or that the Fund's classification under
Section 5 of the Investment Company Act changes or is modified.
b) Adviser agrees that it will not provide instructions to Sub-Adviser
inconsistent with its fiduciary duties and investment objectives
hereunder;
c) Adviser agrees that the Sub-Adviser makes no representation or
warranty, express or implied, that any level of performance or
investment results will be achieved by the Funds or that a Fund will
perform comparably with any standard or index, including other
clients of the Sub-Adviser, whether public or private. The
Sub-Adviser shall not be deemed to have breached this Agreement or
any investment restrictions or policies applicable to a Fund in
connection with fluctuations arising from market movements and other
events outside the control of the Sub-Adviser.
d) Adviser agrees that neither it nor any of its affiliates will in any
way refer directly or indirectly to its relationship with
Sub-Adviser, or any of its affiliates in offering, marketing, or
other promotional materials without the prior written consent of
Sub-Adviser; provided that Adviser shall not be required to obtain
Sub-Adviser's prior written consent to make factual statements
regarding the fact that Sub-Adviser serves as Sub-Adviser to the
Fund, in responding to requests for information, in required
disclosures or in responding to regulatory inquiries.
e) Adviser is establishing and will be maintaining the Fund's account
with Sub-Adviser solely for the purpose of investing the relevant
assets and not with a view to obtaining information regarding
portfolio holdings or investment decisions in order to effect
securities transactions based upon such information or to provide
such information to another party, and that Adviser and its
employees, officers and directors shall not use account holdings
information for any of the foregoing purposes.
f) 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).
PAGE 12 OF 19
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.
g) 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).
h) The Trust is a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the Securities Act of 1933, as amended, and the
Adviser will promptly notify the Sub-Adviser if the Trust ceases to
be a QIB;
i) The assets in the Funds are free from all liens and charges and
undertakes that no liens or charges will arise from the acts or
omissions of the Adviser and the Trust which may prevent the
Sub-Adviser from giving a first priority lien or charge on the
assets solely in connection with the Sub-Adviser's authority to
direct the deposit of margin or collateral to the extent necessary
to meet the obligations of the Funds with respect to any investments
made pursuant to the Prospectus;
j) The Adviser acknowledges that the Sub-Adviser is not the compliance
agent for the Funds or for the Adviser, and does not have access to
all of the Funds' books and records necessary to perform certain
compliance testing. To the extent that the Sub-Adviser has agreed to
perform the services specified in Section 3 hereof in accordance
with applicable law (including Section 851 of the IRC, the Act and
the Advisers Act ("Applicable Law")) and in accordance with the
Trust Documents, policies and determinations of the Board of
Trustees of the Trust and the Adviser, and the Funds' Prospectus
(collectively the "Charter Requirements") the Sub-Adviser shall
perform such services based upon its books and records with respect
to the Funds, which comprise a portion of the Trust's books and
records, and upon written instructions received from the Funds, the
Adviser or the Trust's administrator, and shall not be held
responsible under this Agreement so long as it performs such
services in accordance with this Agreement, the Charter Requirements
and Applicable Law based upon such books and records and such
instructions provided by the Funds, the Adviser or the Trust's
administrator. The Sub-Adviser shall be afforded a reasonable amount
of time to implement any such instructions (for example, if
instructed not to trade on behalf of securities of certain specified
Adviser or the Trust's affiliates, the Sub-Adviser shall be notified
and afforded five business days after receipt of such instruction to
implement this trading restriction);
k) Adviser acknowledges that investment limitations and/or trading
limitations or requirements imposed by the Adviser and the Custodian
on the Sub-Adviser's management of a Fund, such as, but not limited
to, the requirement that the Fund's Custodian trade some or all
foreign currency transactions in certain markets, will impact the
composition and performance of the Fund as compared to other
accounts managed by the same portfolio management team;
PAGE 13 OF 19
l) Adviser acknowledges that terminating a Fund could require existing
derivatives positions to be unwound. Unwinding these derivatives
positions without giving a significant amount of prior notice to the
Sub-Adviser could have a negative impact on the Fund and its
performance;
m) The Fund is validly existing under the laws of the jurisdiction of
its organization or incorporation, and if relevant, to the Adviser's
actual knowledge, is in good standing;
n) The Fund has the authority to engage in those derivative
transactions, and to grant security interests on margin or
collateral and otherwise perform the obligations relating to those
Trading Agreements, as are consistent with the Fund's investment
objectives, policies and restrictions, and the Fund has taken all
necessary action to authorize such execution, delivery and
performance. Adviser will promptly notify Sub-Adviser if it becomes
aware of any change in circumstances that would make the foregoing
representation incorrect;
o) There currently is no pending or, to Adviser's knowledge,
threatened, action, suit or proceeding at law or in equity or before
any court, tribunal, governmental body, agency or official or any
arbitrator that is likely to affect the legality, validity,
enforceability of any Trading Agreement against the Fund. Adviser
will notify Sub-Adviser if it becomes aware of any such action, suit
or proceeding;
p) Adviser will promptly notify Sub-Adviser if the Fund allows any
party other than Adviser or Sub-Adviser to act as a fiduciary for or
adviser to the Fund with respect to any Trading Agreement;
q) The Fund is an Eligible Contract Participant as defined in the
Commodity Exchange Act;
r) The Fund is a "domestic corporation" within the meaning of Section
7701(a)(4) of the U.S. Internal Revenue Code, as amended;
s) The Fund will not rely on the Counterparty to any Trading Agreement
for any tax advice concerning such Trading Agreement or any
transaction thereunder. Adviser will promptly notify Sub-Adviser if
it becomes aware of any such reliance;
t) The Fund is not (i) an "employee benefit plan" within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended, ("ERISA") that is subject to Part 4 of Subtitle B of
Title I of ERISA, (ii) a "plan" within the meaning of Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"), to which Section 4975 of the Code applies, (C) an entity
whose underlying assets constitute "plan assets" subject to Title I
of ERISA or Section 4975 of the Code by reason of Section 3(42) of
ERISA, U.S. Department of Labor Regulation 29 CFR Section 2510.3-101
(as modified by Section 3(42) of ERISA), or otherwise, or (iii) a
"governmental plan" (as defined in ERISA or the Code) or another
type of plan (or an entity whose assets are considered to include
the assets of any such governmental or other plan) that is subject
to any law, rule or restriction that is substantively and
substantially similar or of substantially similar effect to Section
406 of ERISA or Section 4975(c)(1) of the Code; and
PAGE 14 OF 19
u) That Trading Agreements may contain force majeure provisions whereby
the parties are insulated from liability for losses caused, directly
or indirectly, by government restrictions, exchange or market
rulings, suspension of trading, war (whether declared or
undeclared), terrorist acts, insurrection, riots, fires, flooding,
strikes, failure of utility services, accidents, adverse weather or
other events of nature, including but not limited to earthquakes,
hurricanes and tornadoes, or other conditions beyond their control.
14. OBLIGATIONS OF ADVISER. The Adviser agrees to provide or complete, as 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. All information, records and advice furnished by
one party to the other party (including their respective agents, employees
and representatives) hereunder shall be treated as confidential and as
proprietary information and shall not be disclosed to third parties,
except as may be necessary to comply with applicable laws, rules and
regulations, subpoenas or court orders. It is understood that any
information, records and 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. Without limiting the foregoing, the Adviser and the
Trust will only disclose portfolio holding information in accordance with
the Trust's portfolio information policy as adopted by the Board of
Trustees.
16. ENTIRE AGREEMENT; AMENDMENT OF THIS AGREEMENT. This Agreement 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 and
delivered or mailed (postage prepaid) or sent via electronic mail or
facsimile 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
E-mail: xxxxxxx.xxxx@xxxxxx.xxx
-----------------------
PAGE 15 OF 19
b) TO SUB-ADVISER:
Xxxxx Xxxxx Management
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Gemma
Email: xxxxxx@xxxxxxxxxx.xxx
c) TO THE TRUST: Curian Variable Series Trust
0000 Xxxxxxxxxx Xxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
E-mail: xxxxxxx.xxxx@xxxxxx.xxx
-----------------------
In accordance with the foregoing, Adviser hereby consents to receive
Sub-Adviser's Form ADV Part 2 and other Sub-Adviser Communications via
e-mail to Adviser's e-mail address set out above. Although Adviser does
not impose any additional charges for electronic delivery, Adviser may, of
course, incur costs associated with Adviser's electronic access, such as
usage charges from Adviser's Internet access providers. Adviser may revoke
its election to receive such Sub-Adviser Communications via e-mail at any
time by written notice to the Sub-Adviser requesting that Sub-Adviser send
Sub-Adviser Communications via facsimile or in hardcopy via the postal
service to the address set out above or as notified to the Sub-Adviser by
Adviser from time to time.
18. MISCELLANEOUS. The captions in this Agreement are included for 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.
Sub-Adviser represents, and the Trust and the Adviser acknowledge and
agree, that Sub-Adviser is the sole owner of the names "Xxxxx Xxxxx
Management" and "Xxxxx Xxxxx" and certain logos associated with such names
(the "XX Xxxxx"). The Trust and Adviser agree that the XX Xxxxx are the
valuable property of the Sub-Adviser and Sub-Adviser's affiliates. The
Trust and Adviser shall have the right to use the XX Xxxxx only with the
prior written approval of the Sub-Adviser, which approval shall not be
unreasonably withheld or delayed so long as this Agreement is in effect.
Sub-Adviser agrees that the Trust and the Adviser have the right to use
"Xxxxx Xxxxx" in the names of the Funds as set forth in Schedule A to this
Agreement.
The Sub-Adviser acknowledges and agrees that the names "Curian Variable
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 Variable 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,
which approval
PAGE 16 OF 19
shall not be unreasonably withheld or delayed so long as this Agreement is
in effect before using or referring to "Curian Variable 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.
19. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADVISER. The Sub-Adviser hereby
represents that this Agreement does not violate any existing agreements
between the Sub-Adviser 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 the Sub-Adviser's obligations
under this Agreement does not conflict with any law, regulation or order
to which the Sub-Adviser is subject.
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940,
as amended and 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 2 of Form ADV.
The Sub-Adviser further represents that it has reviewed the 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
applicable federal law and the laws of the State of New York.
21. COUNTERPART SIGNATURES. This Agreement may be executed in several
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.
PAGE 17 OF 19
IN WITNESS WHEREOF, the Adviser, the Sub-Adviser and Trust have caused this
Agreement to be executed as of this 12th day of February, 2013.
CURIAN CAPITAL, LLC XXXXX XXXXX MANAGEMENT
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Gemma
---------------------------------------- -----------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Gemma
-------------------------------------- ---------------------------
Title: President and Chief Executive Officer Title: Vice President
------------------------------------- --------------------------
CURIAN VARIABLE SERIES TRUST
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------------------
Title: Assistant Secretary
-------------------------------------
PAGE 18 OF 19
LIST OF SCHEDULES
-----------------
Schedule A Funds
Schedule B Compensation
Schedule C Designated Representatives
PAGE 19 OF 19
SCHEDULE A
DATED APRIL 29, 2013
(Funds)
------------------------------------------------------------------
Curian/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund
------------------------------------------------------------------
A-1
SCHEDULE B
DATED APRIL 29, 2013
(Compensation)
--------------------------------------------------------------------------------
CURIAN/XXXXX XXXXX GLOBAL MACRO ABSOLUTE RETURN
ADVANTAGE FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$0 to $1Billion 0.55%
--------------------------------------------------------------------------------
Over $1 Billion 0.50%
--------------------------------------------------------------------------------
ACCRUED DAILY AND PAYABLE MONTHLY ON THE AVERAGE DAILY NET ASSETS IN THE FUND.
B-1
SCHEDULE C
DATED APRIL 29, 2013
(Designated Representatives of the Trust)
Name/Title Signature
* *
-------------------------------------- --------------------------------------
*See the attached List of Authorized Persons
C-1
