AMENDMENT NUMBER 3
TO
INVESTMENT SUB-ADVISORY AGREEMENT
WHEREAS, Advantus Capital Management, Inc. (the "Adviser") and Credit
Suisse Asset Management, LLC (the "Sub-Adviser") are parties to an Investment
Sub-Advisory Agreement dated March 7, 2000 (the "Agreement"), as revised
November 21, 2001 and July 30, 2002, regarding sub-advisory services provided by
the Sub-Adviser for the Advantus Series Fund, Inc., Small Company Growth
Portfolio (the "Portfolio"); and
WHEREAS, the Adviser and the Sub-Adviser desire to amend the Agreement:
NOW, THEREFORE, for good and valuable consideration, the Adviser and
the Sub-Adviser hereby agree as follows:
1. Effective January 1, 2003, the fee schedule set forth in section 4 is
amended and restated as follows:
Assets Under Management Annual Fee
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All Assets of the Portfolio 0.54%
Fees shall be based on the Market Value of Portfolio Assets at the end of
each calendar quarter. Fees will be billed quarterly, in arrears.
2. Except as set forth herein, all provisions of the Agreement shall remain in
full force and effect.
3. Adviser hereby warrants and represents that the foregoing amendments have
been approved in full compliance with the Investment Company Act of 1940,
as amended and as interpreted by the staff of the Securities and Exchange
Commission (including the no-action letter to Invesco, publicly available
August 5, 1997), and the rules thereunder, and that the notice provisions
and all other requirements of such Act and any other applicable law have
been complied with in all respects.
4. This Amendment Number 3 shall be governed by and construed in accordance
with the laws of the State of Minnesota, without giving effect to the
choice of law or conflicts of law provisions thereof.
ADVANTUS CAPITAL CREDIT SUISSE
MANAGEMENT, INC. ASSET MANAGEMENT, LLC
By: By:
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(printed or typed name) (printed or typed name)
Title: Title:
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Dated as of this day of July, 2002.
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