AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CURIAN CAPITAL, LLC
AND
MELLON CAPITAL MANAGEMENT CORPORATION
This AMENDMENT is made by and between CURIAN CAPITAL, LLC, a Michigan
limited liability company and registered investment adviser ("Adviser"), and
MELLON CAPITAL MANAGEMENT CORPORATION, a corporation organized under the laws of
Delaware and registered investment adviser ("Sub-Adviser"), and CURIAN VARIABLE
SERIES TRUST, a Massachusetts business trust ("Trust").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of December 19, 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.
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), (b), and (c) 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.
(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).
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.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION
("COMMISSION") IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS
BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH
THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE
MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF
COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES
TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS
BROCHURE OR ACCOUNT DOCUMENT.
CURIAN CAPITAL, LLC MELLON CAPITAL MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇
----------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇
--------------------------------- --------------------------------
Title: President Title: Director
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CURIAN VARIABLE SERIES TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Assistant Secretary
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