AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CURIAN CAPITAL, LLC
AND
WELLINGTON MANAGEMENT COMPANY, LLP
This AMENDMENT is made by and between CURIAN CAPITAL, LLC, a Michigan
limited liability company and registered investment adviser ("Adviser"), and
WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts limited liability
partnership and registered investment adviser ("Sub-Adviser"), and CURIAN SERIES
TRUST, a Massachusetts business trust ("Trust").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of July 1, 2011, effective September 2, 2011
("Agreement"), whereby Adviser appointed Sub-Adviser to provide certain
sub-investment advisory services to certain investment portfolios of the Trust
as provided on Schedule A of the Agreement (each a "Fund" and collectively, the
"Funds").
WHEREAS, pursuant to the Agreement, the parties have agreed to amend
Section 3, entitled "Management," and Section 13, entitled "Representations and
agreements of the Adviser," of the Agreement to reflect recent regulatory
changes under the Commodity Exchange Act and certain Commodity Futures Trading
Commission regulation changes.
WHEREAS, pursuant to this Agreement, the parties have agreed to amend Section
17, entitled "Notice," to amend the Sub-Adviser's mailing address.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. The following shall be inserted at the end of Section 3:
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific disclosure,
or as applicable to it (iii) filing of reports and other documents,
each shall fully comply with such requirements;
b) 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.
2. Paragraph (a) and (b) of Section 13 are deleted and replaced in their
entirety with the following:
(a) If the Sub-Adviser is registered as a Commodity Trading Advisor under
the CEA, the Adviser consents to the Sub-Adviser's compliance with the
alternative disclosure and recordkeeping standards available to exempt
accounts under CFTC Rule 4.7 with respect to a Fund's trading in
commodity interests, provided that the Sub-Adviser has duly filed a
notice of claim for such relief pursuant to Rule 4.7(d).
The Adviser will take reasonable steps to cooperate with the
Sub-Adviser in connection with establishing and maintaining such
exemption under Rule 4.7, including, upon request, confirming whether
a Fund is a "qualified eligible person" as defined in Rule 4.7.
Notwithstanding the foregoing, nothing herein shall require the
Sub-Adviser to seek an exemption under Rule 4.7. Furthermore, the
Adviser agrees it will provide reasonable assistance to Sub-Adviser in
connection with Sub-Adviser's efforts to rely upon other available
exemptions under the CEA relating to the services provided under the
Agreement.
(b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will
furnish the Sub-Adviser with a copy of the notice of eligibility filed
pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more
recent, the most recent annual notice affirming the basis of such
eligibility that has been filed pursuant to Rule 4.5(c)(5).
3. The following shall be inserted after paragraph (c) of Section 13:
(d) 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.
(e) 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.
(f) 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).
4. Paragraph (b) of Section 17 is deleted and replaced in its entirety
with the following:
b) TO SUB-ADVISER:
Wellington Management Company, LLP
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No: x0-000-000-0000
Attention: Legal and Compliance
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 14th day of December, 2012, effective as of
December 31, 2012.
CURIAN CAPITAL, LLC WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxxxx
---------------- --------------------------
Name: Xxxxxxx Xxxx Name: Xxxxx X. Xxxxxxxxxx
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Title: President Title: Senior Vice President
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CURIAN SERIES TRUST
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Assistant Secretary
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