Amended and Restated Administration Agreement
EX 99.28(h)(15)
Amended and Restated
This Agreement is made as of March 1, 2012, between Curian Variable Series Trust, a Massachusetts business trust (“Trust”), and Curian Capital, LLC, a Michigan limited liability company (“Administrator”).
Whereas, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company and has established several separate series of shares (“Fund”), with each Fund having its own assets and investment policies; and
Whereas, the Trust desires to retain the Administrator to furnish administrative services to each Fund listed in Schedule A attached hereto, and to such other Funds of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter “Fund” shall refer to each Fund which is subject to this Agreement and all agreements and actions described herein to be made or taken by a Fund shall be made or taken by the Trust on behalf of the Fund), and the Administrator is willing to furnish such services.
Now, Therefore, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:
1. Services of the Administrator
1.1 Administrative Services. The Administrator shall supervise each Fund’s business and affairs and shall provide such services required for effective administration of such Fund as are not provided by employees or other agents engaged by such Fund; provided, that the Administrator shall not have any obligation to provide under this Agreement any direct or indirect services to a Fund’s shareholders, any services related to the distribution of a Fund’s shares, or any other services that are the subject of a separate agreement or arrangement between a Fund and the Administrator. Subject to the foregoing, in providing administrative services hereunder, the Administrator shall:
1.1.1 Office Space, Equipment and Facilities. Furnish without cost to each Fund, or pay the cost of, such office space, office equipment and office facilities as are adequate for the Funds’ needs;
1.1.2 Personnel. Provide, without remuneration from or other cost to each Fund, the services of individuals competent to perform all of the Funds’ executive, administrative and clerical functions that are not performed by employees or other agents engaged by the Fund or by the Administrator acting in some other capacity pursuant to a separate agreement or arrangement with the Fund;
1.1.3 Agents. Assist each Fund in selecting and coordinating the activities of the other agents engaged by the Fund, including the Funds’ accountant, transfer agent, custodian, independent auditors and legal counsel;
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1.1.4 Trustees and Officers. Authorize and permit the Administrator’s directors, officers or employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust or any Fund;
1.1.5 Books and Records. Ensure that all financial, accounting and other records required to be maintained and preserved by each Fund are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations; and
1.1.6 Reports and Filings. Prepare, coordinate and finalize all periodic reports by each Fund to shareholders of such Fund and all reports and filings required to maintain the registration and qualification of the Fund and the Fund’s shares, including the continuous public sale of shares of each Fund, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
1.2 Use of Subcontractors. In connection with the services to be provided by Curian under this Agreement, Curian may, to the extent that it deems appropriate, make use of subcontractors selected by Curian; provided that Curian shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Curian or such parties.
2. Expenses of Each Fund
2.1 Expenses to Be Paid by the Administrator. The following expenses shall be paid or assumed by the Administrator under this Agreement. If the Administrator pays or assumes any expenses of the Trust or a Fund not required to be paid or assumed by the Administrator under this Agreement, the Administrator shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Administrator of any obligation to the Trust or to a Fund under any separate agreement or arrangement between the parties.
2.1.1 Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of its cash, securities, and other property, except overdraft charges and interest expense;
2.1.2 Shareholder Servicing. All expenses of maintaining and servicing shareholder accounts, including, but not limited to, the charges of any shareholder servicing agent, transfer agent, dividend disbursing agent or other agent engaged by a Fund to service shareholder accounts;
2.1.3 Shareholder Reports. All expenses of preparing, setting type, printing and distributing reports and other communications to shareholders of a Fund;
2.1.4 Prospectuses. All expenses of preparing, setting in type, printing and mailing annual or more frequent revisions of a Fund’s Prospectus and SAI and any supplements thereto and of supplying them to shareholders of the Fund and owners of variable annuity contracts or variable life insurance policies with account values allocated to the Fund (“Contractowners”);
2.1.5 Fund Accounting Services and Fund Valuation. All expenses for fund accounting services to compute daily each Fund’s net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Funds’ investments;
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2.1.6 Communications. All charges for equipment or services used for communications between the Administrator or the Fund and any custodian, shareholder servicing agent, accounting services agent, or other agent engaged by a Fund;
2.1.7 Legal and Accounting Fees. All charges for services and expenses of the Fund’s legal counsel and independent auditors, excluding, however, the charges for services and expenses of independent legal counsel to the Trustees who are not “interested persons” (as such term is defined under Section 2(a)(19) of the 1940 Act of the Funds (the “Disinterested Trustees”). In addition, all audit and tax return related charges and expenses;
2.1.8 Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitation therefor;
2.1.9 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees, including, without limitation, such bond, liability and other insurance expense that may from time to time be allocated to the Fund in a manner approved by the Trustees, excluding, however, the expenses of the Trustees’ Errors & Omission or Independent Directors Only policy;
2.1.10 Trade Association Fees. Its proportionate share of all fees, dues and other expenses incurred in connection with the Trust’s membership in any trade association or other investment organization;
2.1.11 Lipper, Inc. or Similar Data Provider Expenses. All charges for services and expenses for reports from Lipper or similar independent data providers, as requested or used by the Trustees;
2.1.12 Proxy Expenses. All charges for services and expenses paid to a third party for proxy expenses related to Form N-PX reporting and compliance;
2.1.13 Chief Compliance Officer and Compliance Staff. For all expenses related to Curian’s Chief Compliance Officer and for a portion of the expenses related to any compliance staffing, as approved by the Disinterested Trustees; and
2.1.14 Salaries. All salaries, expenses and fees of the officers, trustees, or employees of the Trust who are officers, directors or employees of the Administrator.
2.2 Expenses to Be Paid by the Fund. Each Fund shall bear all expenses of its operation, except those specifically allocated to the Administrator under this Agreement or under any separate agreement between such Fund and the Administrator. Expenses to be borne by such Fund shall include both expenses directly attributable to the operation of that Fund and the offering of its shares, as well as the portion of any expenses of the Trust that is properly allocable to such Fund in a manner approved by the Trustees. Subject to any separate agreement or arrangement between the Trust of a Fund and the Administrator, the expenses hereby allocated to each Fund, and not to the Administrator, include, but are not limited to:
2.2.1 Registration Fees. All fees and expenses of registering and maintaining the registration of the Trust and each Fund under the 1940 Act and the registration of each Fund’s shares under the Securities Act of 1933, as amended (the “1933 Act”), or all fees and expenses of
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registering and maintaining the registration of the Trust and each Fund under the laws and regulations of foreign countries in which the Funds may invest, fees and expenses paid to the Public Company Accounting Oversight Board and any fees for CUSIP number registration;
2.2.2 Brokerage Commissions. All brokers’ commissions and other charges incident to the purchase, sale or lending of a Fund’s securities, including costs associated with a Fund’s short sales on equity securities (including but not limited to dividend expenses and interest) and costs of derivatives trading;
2.2.3 Taxes. All taxes or governmental fees or accounting related services payable by or with respect to a Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes;
2.2.4 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Fund is a party and the expenses a Fund may incur as a result of its legal obligation to provide indemnification to the Trust’s officers, Trustees and agents;
2.2.5 Investment Advisory Services. Any fees and expenses for investment advisory services that may be incurred or contracted for by a Fund;
2.2.6 Independent Legal Counsel to Disinterested Trustees. All charges for services and expenses of independent legal counsel to the Disinterested Trustees;
2.2.7 Trustees' Fees and Expenses. All compensation of Trustees, all expenses incurred in connection with such Trustees' services as Trustees, and all other expenses of meetings of the Trustees or committees thereof;
2.2.8 Rule 12b-1 Fees. All fees paid to the Funds’ distributor pursuant to a Distribution Plan in accordance with Rule 12b-1 under the 1940 Act;
2.2.9 License Fees. All license fees for the Funds;
2.2.10 Funds’ Chief Compliance Officer and Compliance Staff. For all expenses related to his/her position as the Fund’s Chief Compliance Officer and for a portion of the expenses related to any compliance staffing as agreed to by the Disinterested Trustees;
2.2.11 Trustees Errors and Omission Policy. For all expenses of the Trustees’ Errors & Omission policy; and
2.2.12 Anti-Money Laundering (“AML”) Service Fee. For all expenses related to AML Services paid to Xxxxxxx National Life Insurance Company.
2.2.13. Borrowing. All costs and expenses that may be incurred by a Fund related to borrowing money, including interest expenses.
3. Administration Fee
3.1 Fee. As compensation for all services rendered, facilities provided and expenses paid or assumed by the Administrator to or for each Fund under this Agreement, such Fund shall pay the Administrator an annual fee as set out in Schedule B to this Agreement.
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3.2 Computation and Payment of Fee. The administration fee shall accrue on each calendar day; and shall be payable monthly on the first business day of the next succeeding calendar month.
4. Ownership of Records
All records required to be maintained and preserved by each Fund pursuant to the provisions or rules or regulations of the Securities and Exchange Commission (“SEC”) under section 31(a) of the 1940 Act and maintained and preserved by the Administrator on behalf of such Fund are the property of such Fund and shall be surrendered by the Administrator promptly on request by the Fund; provided, that the Administrator may at its own expense make and retain copies of any such records.
5. Reports to Administrator
If necessary, each Fund shall furnish or otherwise make available to the Administrator such copies of that Fund’s Prospectus, SAI, financial statements, proxy statements, reports, and other information relating to its business and affairs as the Administrator may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.
6. Reports to Each Fund
The Administrator shall prepare and furnish to each Fund such reports, statistical data and other information in such form and at such intervals as such Fund may reasonably request.
7. Ownership of Software and Related Materials
All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Fund will acquire any ownership interest therein or property rights with respect thereto.
8. Confidentiality
8.1 The Administrator agrees, on its own behalf and on behalf of its employees, agents and contractors, to keep confidential any and all records maintained and other information obtained hereunder which relate to any Fund or to any of a Fund’s former, current or prospective shareholders, except that the Administrator may deliver records or divulge information (a) when requested to do so by duly constituted authorities after prior notification to and approval in writing by the Chairman of the Board of the Trust on behalf of the affected Fund (which such approval will not be unreasonably withheld and may not be withheld by the Chairman where the Administrator advises that person that the Administrator may be exposed to civil or criminal contempt proceeding or other penalties for failure to comply with such request) or (b) whenever requested in writing to do so by such Fund or its duly appointed agent.
8.2 The Administrator agrees to keep confidential all information (whether written or oral), ideas, techniques, and materials supplied by the other party, and shall not distribute the same to any other parties, at any time, except with the express written consent of the other party. The Administrator agrees to discontinue use of and destroy, where applicable, all information, ideas,
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techniques, and materials supplied by the other party upon termination of this Agreement. The Administrator acknowledges that certain information made available to the other party may be deemed nonpublic personal information under the Xxxxx-Xxxxx-Xxxxxx Act or other federal and state privacy laws and the regulations promulgated thereunder (collectively, “Privacy Laws”). The Administrator agrees: (a) not to disclose or use such information except as required to carry out its duties under this Agreement or as otherwise permitted by the Privacy Laws; (b) to establish and maintain procedures reasonably designed to insure the security and privacy of all such information; and (c) to cooperate with the other party and provide reasonable assistance in ensuring compliance of such Privacy Laws to the extent applicable to either party.
9. The Administrator’s Actions In Reliance on Funds’ Instructions, Legal Opinions, Etc.; Funds’ Compliance with Laws.
9.1 The Administrator may at any time apply to an officer of the Trust for instructions, and may consult with legal counsel for a Fund or with the Administrator’s own legal counsel, in respect of any matter arising in connection with this Agreement; and the Administrator shall not be liable for any action taken or omitted to be taken in good faith and with due care in accordance with such instructions or with the advice or opinion of such legal counsel. The Administrator shall be protected in acting upon any such instructions, advice, or opinion and upon any other paper or document delivered by a Fund or such legal counsel which the Administrator believes to be genuine and to have been signed by the proper person or persons, and the Administrator shall not be held to have notice of any change of status or authority of any officer or representative of the Trust, until receipt of written notice thereof from the Trust.
9.2 Except as otherwise provided in this Agreement or in any separate agreement between the parties and except for the accuracy of information furnished to each Fund by the Administrator, each Fund assumes full responsibility for the preparation, contents, filing and distribution of its Prospectus and SAI.
10. Services to Other Clients
Nothing herein contained shall limit the freedom of the Administrator or any affiliated person of the Administrator to render administrative or shareholder services to other investment companies, to act as administrator to other persons, firms, or corporations, or to engage in other business activities.
11. Limitation of Liability Regarding the Trust
A copy of the Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. The Administrator shall look only to the assets of each Fund for performance of this Agreement by the Trust on behalf of such Fund, and neither the Trustees of the Trust nor any of the Trust’s officers, employees or agents, whether past, present or future shall be personally liable therefor.
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12. Indemnification by Fund
Each Fund shall indemnify the Administrator and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Administrator that result from (i) any claim, action, suit or proceeding in connection with the Administrator’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by the Administrator in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of the Administrator upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; provided, that the Administrator shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Administrator or its employees, agents or contractors. Before confessing any claim against it which may be subject to indemnification by a Fund hereunder, the Administrator shall give such Fund reasonable opportunity to defend against such claim in its own name or in the name of the Administrator.
13. Indemnification by the Administrator
The Administrator shall indemnify each Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by such Fund which result from (i) the Administrator’s failure to comply with the terms of this Agreement with respect to such Fund; or (ii) the Administrator’s lack of good faith in performing its obligations hereunder with respect to such Fund; or (iii) the Administrator’s negligence or misconduct or its employees, agents or contractors in connection herewith with respect to such Fund. A Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Fund or its employees, agents or contractors other than the Administrator, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Fund shall give the Administrator reasonable opportunity to defend against such claim in its own name or the name of the Fund.
14. Effect of Agreement
Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust Instrument or By-laws of the Trust or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the business and affairs of the Fund or the Trust.
15. Term of Agreement
The term of this Agreement shall begin on the date first above written with respect to each Fund listed in Schedule A on the date hereof and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect two years from the date thereof. With respect to each Fund added by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution. Thereafter, in each case this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; provided, such continuance with respect to a Fund is approved at least
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annually by vote or written consent of the Trustees, including a majority of the Trustees who are not interested persons of either party hereto (“Disinterested Trustees”); and provided further, that neither party has terminated the Agreement in accordance with Section 17. The Administrator shall furnish any Fund, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. Sections 11, 12 and 13 herein shall survive the termination of this Agreement.
16. Amendment or Assignment of Agreement
Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Fund (i) by resolution of the Trustees, including the vote or written consent of a majority of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of such Fund.
This Agreement shall terminate automatically and immediately in the event of its assignment; provided that with the consent of a Fund, the Administrator may subcontract to another person any of its responsibilities with respect to such Fund.
17. Termination of Agreement
This Agreement may be terminated at any time by either party hereto, without the payment of any penalty, upon at least sixty days’ prior written notice to the other party; provided, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trustees, including the vote or written consent of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of such Fund.
18. Use of Name
Each Fund hereby agrees that if the Administrator shall at any time for any reason cease to serve as administrator to a Fund, such Fund shall, if and when requested by the Administrator, thereafter refrain from using the name “Curian Capital, LLC” or “Curian” in connection with its business or activities, and the foregoing agreement of each Fund shall survive any termination of this Agreement and any extension or renewal thereof.
19. Interpretation and Definition of Terms
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated person,” as used in this Agreement shall have the meanings assigned to them by section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
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20. Choice of Law
Except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Michigan.
21. Captions
The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
22. Execution on Counterparts
This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.
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Attest:
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By:
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/s/ Xxxxxxx X. Xxxxxx |
By:
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/s/ Xxxxx X. Xxxx | ||
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Xxxxxxx X. Xxxxxx
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Name:
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Xxxxx X. Xxxx
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Xx. Paralegal
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Title:
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Vice President, Chief Legal Officer, and Secretary
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Attest:
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Curian Capital, LLC
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By:
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/s/ Xxxxxx Xxxx |
By:
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/s/ Xxxxxxx X. Xxxx | ||
| SVP Curian Capital |
Name:
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Xxxxxxx X. Xxxx
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Title:
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President and Chief Executive Officer
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Schedule A
Dated: March 1, 2012
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Curian Guidance – Maximize Income Fund
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Curian Guidance – Balanced Income Fund
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Curian Guidance – Rising Income Fund
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Curian Guidance – Moderate Growth Fund
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Curian Guidance – Maximum Growth Fund
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Curian Guidance – Tactical Moderate Growth Fund
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Curian Guidance – Tactical Maximum Growth Fund
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Curian Guidance – Institutional Alt 65 Fund
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Curian Guidance – Institutional Alt 100 Fund
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Curian Tactical Advantage 35 Fund
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Curian Tactical Advantage 60 Fund
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Curian Tactical Advantage 75 Fund
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Curian Dynamic Risk Advantage – Diversified Fund
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Curian Dynamic Risk Advantage – Aggressive Fund
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Curian Dynamic Risk Advantage – Income Fund
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Curian/American Funds® Growth Fund
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Curian/AQR Risk Parity Fund
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Curian/Epoch Global Shareholder Yield Fund
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Curian/FAMCO Flex Core Covered Call Fund
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Curian/Franklin Xxxxxxxxx Natural Resources Fund
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Curian/Invesco Balanced-Risk Commodities Strategy Fund
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Curian/Xxxxxxxx Convertible Arbitrage Fund
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Curian/PIMCO Credit Income Fund
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Curian/PineBridge Merger Arbitrage Fund
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Curian/The Boston Company Equity Income Fund
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Curian/The Boston Company Multi-Alpha Market Neutral Equity Fund
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A-1
Schedule B
Dated: March 1, 2012
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Funds
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Assets
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Fee
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Curian Guidance – Maximize Income Fund
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All Assets
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.20%
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Curian Guidance – Balanced Income Fund
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All Assets
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.20%
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Curian Guidance – Rising Income Fund
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All Assets
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.20%
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Curian Guidance – Moderate Growth Fund
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All Assets
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.20%
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Curian Guidance – Maximum Growth Fund
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All Assets
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.20%
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Curian Guidance – Tactical Moderate Growth Fund
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All Assets
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.20%
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Curian Guidance – Tactical Maximum Growth Fund
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All Assets
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.20%
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Curian Guidance – Institutional Alt 65 Fund
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All Assets
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.20%
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Curian Guidance – Institutional Alt 100 Fund
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All Assets
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.20%
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Curian Tactical Advantage 35 Fund
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All Assets
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.20%
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Curian Tactical Advantage 60 Fund
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All Assets
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.20%
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Curian Tactical Advantage 75 Fund
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All Assets
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.20%
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Curian Dynamic Risk Advantage – Diversified Fund
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All Assets
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.20%
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Curian Dynamic Risk Advantage – Aggressive Fund
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All Assets
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.20%
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Curian Dynamic Risk Advantage – Income Fund
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All Assets
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.20%
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Curian/American Funds Growth Fund
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All Assets
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.20%
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Curian/AQR Risk Parity Fund
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All Assets
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.20%
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Curian/Epoch Global Shareholder Yield Fund
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All Assets
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.20%
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Curian/FAMCO Flex Core Covered Call Fund
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All Assets
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.20%
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Curian/Franklin Xxxxxxxxx Natural Resources Fund
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All Assets
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.20%
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Curian/Invesco Balanced-Risk Commodities Strategy Fund
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All Assets
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.20%
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Curian/Xxxxxxxx Convertible Arbitrage Fund
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All Assets
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.20%
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Curian/PIMCO Credit Income Fund
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All Assets
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.20%
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Curian/PineBridge Merger Arbitrage Fund
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All Assets
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.20%
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Curian/The Boston Company Equity Income Fund
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All Assets
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.20%
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Curian/The Boston Company Multi-Alpha Market Neutral Equity Fund
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All Assets
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.20%
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B-1
