AMENDMENT NO. 1
TO
INVESTMENT SUB-ADVISORY AGREEMENT
WHEREAS, Advantus Capital Management, Inc. (the "Adviser") and State
Street Research & Management Company (the "Sub-Adviser") are parties to an
Investment Sub-Advisory Agreement dated May 1, 2000 (the "Agreement"); and
WHEREAS, the Adviser and the Sub-Adviser desire to amend the Agreement
to restate the fee schedule set forth in paragraph 4 of the Agreement:
NOW, THEREFORE, for good and valuable consideration, the Adviser and
the Sub-Adviser hereby agree that, effective as of July 1, 2001, the fee
schedule set forth in Paragraph 4 of the Agreement is amended and restated as
follows:
ASSETS* FEE
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On the first $100 million 0.65%
On all assets in excess of $100 million 0.60%
*The term "assets" for purposes of each of the breakpoints set forth
above shall include all "small company value" assets sub-advised by the
Sub-Adviser for the Adviser or its affiliates, in addition to the assets of the
Fund. The aggregation of the assets for purposes of the breakpoints, shall be
calculated quarterly based upon the aggregate assets on March 31st, June 30th,
September 30th and December 31st of each calendar year (or portion thereof) that
this agreement is effective.
All other provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, Have executed this Amendment as of _________________________,
2001.
ADVANTUS CAPITAL MANAGEMENT, INC.
By:
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Name:
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Title:
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STATE STREET RESEARCH & MANAGEMENT COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President