INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT is dated as of the 22nd day of March,
2011 between Curian Series Trust, a Massachusetts business trust, (the "Trust")
and Curian Capital, LLC, a Michigan limited liability company (the "Adviser").
WHEREAS, the Trust is authorized to issue separate Funds, each Fund having
its own investment objective or objectives, policies and limitations;
WHEREAS, the Trust on behalf of its investment funds listed on Schedule A
hereto (each, a "Fund") desires to retain Adviser to perform investment advisory
services, on the terms and conditions set forth herein; and
WHEREAS, the Adviser agrees to serve as the investment adviser for the
Funds on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Trust and the Adviser agree
as follows:
1. APPOINTMENT
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The Trust hereby appoints the Adviser to provide certain investment
advisory services to the Funds for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Trust designates one or more Funds other than the Funds
with respect to which the Trust wishes to retain the Adviser to render
investment advisory services hereunder, it shall notify the Adviser in writing.
If the Adviser is willing to render such services, it shall so notify the Trust
in writing, whereupon such Funds shall become a Fund hereunder, and be subject
to this Agreement.
2. DUTIES
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The Adviser shall oversee the investments of the Trust, including but not
limited to, continuously providing the Trust with investment advice, including
investment research, advice and supervision, determining which securities shall
be purchased or sold by each Fund, effecting purchases and sales of securities
on behalf of each Fund (and determining how voting and other rights with respect
to securities owned by each Fund shall be exercised). The management of the
Funds by the Adviser shall be subject to the control of the Board of Trustees of
the Trust (the "Trustees") and in accordance with the objectives, policies and
principles for each Fund set forth in the Trust's Registration Statement and its
current Prospectus and Statement of Additional Information, as amended from time
to time, the requirements of the Investment Company Act of 1940, as amended (the
"Act") and other applicable law, as well as to the factors affecting the Trust's
status as a regulated investment company under the Internal Revenue Code of
1986, as amended, (the "Code") and the regulations thereunder and the status of
the diversification requirements set forth in Section 851 of the Code and the
regulations thereunder. The Trust acknowledges that the Adviser may also act as
the investment adviser of other investment companies.
The Adviser may delegate certain of its duties under this Agreement with
respect to a Fund to a sub-adviser or sub-advisers, subject to the approval of
the Trustees, by entering into sub-advisory agreements (the "Sub-Advisory
Agreements") with one or more sub-advisers. The Funds will directly pay the
fees of any sub-advisers at such rates as are approved by the Trustees. The
Adviser shall be responsible for overseeing the performance of the sub-advisers
and recommending changes in sub-advisers if appropriate. Consistent with the
provisions of the Act and any applicable exemption thereto, the Trust may enter
into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the
approval of the shareholders of the affected Fund.
3. EXPENSES
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The Adviser shall pay all of its expenses arising from the performance of
its obligations under this Agreement and shall pay any salaries, fees and
expenses of the Trustees and any officers of the Trust who are employees of the
Adviser. The Adviser shall not be required to pay any other expenses of the
Trust pursuant to this Agreement (although the Adviser may bear certain of these
expenses under one or more other agreements).
4. COMPENSATION
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As compensation for services performed under this Agreement, the Trust will
pay to the Adviser, a fee, accrued daily and payable monthly on the average
daily net assets in the Funds, in accordance with Schedule B.
Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to the
proportion which such period bears to the full month.
Nothing herein shall prohibit the Trustees from approving the payment by
the Trust of additional compensation to others for consulting services,
supplemental research and security, and economic analysis.
5. PURCHASE AND SALE OF SECURITIES
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The Adviser shall purchase securities from or through and sell securities
to or through such persons, brokers or dealers (including affiliated brokers or
dealers) as the Adviser shall deem appropriate to carry out the policies with
respect to Fund transactions as set forth in the Trust's Registration Statement
and its current Prospectus or Statement of Additional Information, as amended
from time to time, or as the Trustees may direct from time to time.
In accordance with the Sub-Advisory Agreements, each sub-adviser is
responsible for decisions to buy and sell securities for each Fund,
broker-dealer selection, and negotiation of brokerage commission rates. Each
sub-adviser shall have the express authority to negotiate, open, continue and
terminate brokerage accounts and other brokerage arrangements with respect to
all portfolio transactions entered into by sub-adviser on behalf of the Funds.
Each sub-adviser will provide copies of all such agreements to the Adviser. It
is the sub-adviser's general policy in selecting a broker to effect a particular
transaction to seek to obtain "best execution," which means prompt and efficient
execution of the transaction at the best obtainable price with payment of
commissions which are reasonable in relation to the value of the brokerage
services provided by the broker.
Consistent with this policy, each sub-adviser, in selecting broker-dealers
and negotiating commission rates, will take all relevant factors into
consideration, including, but not limited to: the best price available; the
reliability, integrity and financial condition of the broker-dealer; the size of
and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the
applicable Fund on a continuing basis. Subject to such policies and procedures
as the Board of Trustees may determine, the sub-adviser shall have discretion to
effect investment transactions for each Fund through broker-dealers (including,
to the extent permissible under applicable law, broker-dealer affiliates) who
provide brokerage and/or research services, as such services are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and as interpreted by the SEC, and to cause such Fund to pay any such
broker-dealers an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker-dealer would
have charged for effecting that transaction, if the sub-adviser determines in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage or research services provided by such broker-dealer, viewed in
terms of either that particular investment transaction or the sub-adviser's
overall responsibilities with respect to such Fund and other accounts to which
the sub-adviser exercises investment discretion (as such term is defined in
Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the
sub-adviser on behalf of a Fund to such broker-dealers shall be in such amounts
and proportions as the sub-adviser shall determine in good faith in conformity
with its responsibilities under applicable laws, rules and regulations. The
sub-adviser will submit reports on such allocations to the Adviser as reasonably
requested by the Adviser, in such form as may be mutually agreed to by the
parties hereto, indicating the broker-dealers to whom such allocations have been
made and the basis therefor.
6. TERM OF AGREEMENT
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This Agreement will become effective as to a Fund upon execution or, if
later, the date that initial capital for such Series is first provided to it.
If approved by the affirmative vote of a majority of the outstanding voting
securities (as defined by the Act) of a Fund with respect to such Fund, voting
separately from any other Fund of the Trust, this Agreement shall continue in
full force and effect with respect to such Fund for two years from the date
thereof and thereafter from year to year, provided such continuance is approved
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at least annually (i) by the Trustees by vote cast in person at a meeting called
for the purpose of voting on such renewal, or by the vote of a majority of the
outstanding voting securities (as defined by the Act) of such Fund with respect
to which renewal is to be effected, and (ii) by a majority of the non-interested
Trustees by a vote cast in person at a meeting called for the purpose of voting
on such renewal. Any approval of this Agreement or the renewal thereof with
respect to a Fund by the vote of a majority of the outstanding voting securities
of that Fund, or by the Trustees which shall include a majority of the
non-interested Trustees, shall be effective to continue this Agreement with
respect to that Fund notwithstanding (a) that this Agreement or the renewal
thereof has not been so approved as to any other Fund, or (b) that this
Agreement or the renewal thereof has not been so approved by the vote of a
majority of the outstanding voting securities of the Trust as a whole.
7. TERMINATION
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This Agreement may be terminated at any time as to a Fund, without payment of
any penalty, by the Trustees or by the vote of a majority of the outstanding
voting securities (as defined in the Act) of such Fund on sixty (60) days'
written notice to the Adviser. Similarly, the Adviser may terminate this
Agreement without penalty on like notice to the Trust provided, however, that
this Agreement may not be terminated by the Adviser unless another investment
advisory agreement has been approved by the Trust in accordance with the Act, or
after six months' written notice, whichever is earlier. This Agreement shall
automatically terminate in the event of its assignment (as defined in the Act).
Section 10 herein shall survive the termination of this Agreement.
8. REPORTS
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The Adviser shall report to the Trustees, or to any committee or officers
of the Trust acting pursuant to the authority of the Trustees, at such times and
in such detail as shall be reasonable and as the Trustees may deem appropriate
in order to enable the Trustees to determine that the investment policies of
each Fund are being observed and implemented and that the obligations of the
Adviser under this Agreement are being fulfilled. Any investment program
undertaken by the Adviser pursuant to this Agreement and any other activities
undertaken by the Adviser on behalf of the Trust shall at all times be subject
to any directives of the Trustees or any duly constituted committee or officer
of the Trust acting pursuant to the authority of the Trustees.
The Adviser shall furnish all such information as may reasonably be
necessary for the Trustees to evaluate the terms of this Agreement.
9. RECORDS
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The Adviser will maintain such records and ledgers as are required to be
maintained by an investment adviser to a registered investment company under
Rule 31a-2 of the Act for each Fund and will preserve such records in the form
and for the period prescribed such Rule. The Adviser and Trust agree and
understand that other records required to be maintained by the Trust under such
Rule will be maintained by the Administrator to the Trust pursuant to a separate
agreement.
The Adviser and the Trust agree that all accounts, books and other records
maintained and preserved by each as required hereby shall be subject at any
time, and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Trust's auditors,
the Trust or any representative of the Trust, or any governmental agency or
other instrumentality having regulatory authority over the Trust. It is
expressly understood and agreed that the books and records maintained by the
Adviser on behalf of each Fund shall, at all times, remain the property of the
Trust.
10. LIABILITY AND INDEMNIFICATION
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Adviser, its officers, directors, employees, agents or affiliates will not
be subject to any liability to Trust or its trustees, officers, employees,
agents or affiliates for any error of judgment or mistake of law or for any loss
suffered by the Trust, any shareholder of the Trust, either in connection with
the performance of Adviser's duties under this Agreement or its failure to
perform due to events beyond the reasonable control of the Adviser or its
agents, except for a loss resulting from Adviser's willful misfeasance, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
11. MISCELLANEOUS
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Anything herein to the contrary notwithstanding, this Agreement shall not
be construed to require, or to impose any duty upon either of the parties, to do
anything in violation of any applicable laws or regulations.
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. With
respect to any claim by the Adviser for recovery of that portion of the
investment management fee (or any other liability of the Trust arising
hereunder) allocated to a particular Fund, whether in accordance with the
express terms hereof or otherwise, the Adviser shall have recourse solely
against the assets of that Fund to satisfy such claim and shall have no recourse
against the assets of any other Fund for such purpose.
Each Fund hereby agrees that if the Adviser shall at any time for any
reason cease to serve as Adviser to a Fund, such Fund shall, if and when
requested by the Adviser, thereafter refrain from using the name "Curian
Capital, LLC" or the name "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.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
CURIAN SERIES TRUST
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President, Chief Legal Officer, and Secretary
CURIAN CAPITAL, LLC
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: President and Chief Executive Officer
SCHEDULE A
March 22, 2011
(Funds)
Curian/PIMCO Total Return Fund
Curian/PIMCO Income Fund
Curian/WMC International Equity Fund
SCHEDULE B
March 22, 2011
(Compensation)
FUND ASSETS ADVISORY FEE
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(Annual Rate Based on
Average Net Assets of
each Fund)
Curian/PIMCO Income Fund All Assets 0.15%
Curian/PIMCO Total Return Fund All Assets 0.15%
Curian/WMC International Equity Fund All Assets 0.15%