AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CURIAN CAPITAL, LLC
AND
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
This AMENDMENT is made by and between CURIAN CAPITAL, LLC, a Michigan
limited liability company and registered investment adviser ("Adviser"), and
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company
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 ("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
c) Upon reasonable request from the Adviser, Sub-Adviser shall cooperate
by assisting the Adviser in fulfilling disclosure or reporting
requirements applicable to the Fund under the CEA and/or then-current
CFTC regulations pertaining to services provided and records produced
by the Sub-Adviser for the Fund.
2. Paragraph (a) and (b) of Section 13 are deleted and replaced in their
entirety with the following:
(a) The Sub-Adviser will deliver on an annual basis to the Adviser a copy
of its Disclosure Document as a Commodity Trading Advisor, on file
with the Commodity Futures Trading Commission. The Adviser will
annually acknowledge receipt of such copy. The Adviser acknowledges
receipt of Sub-Adviser's CFTC Disclosure Document dated October 31,
2012.
(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.
CURIAN CAPITAL, LLC PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------- -------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------- ----------------
Title: President Title: Managing Director
---------- -------------------
CURIAN SERIES TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------
Title: Assistant Secretary
---------------------
