THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
000 XXXXXX XXXXXX XXXXX
XX. XXXX, MN 55101-2098
PH 612/000-0000
January 2, 1997 MINNESOTA MUTUAL
Advantus Venture Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Dear Sir/Madam:
In connection with the purchase by The Minnesota Mutual Life Insurance Company
(the "Purchaser") of $25,000,000 of shares, at net asset value, of common stock
("Stock") of Advantus Venture Fund, Inc. (the "Fund"), the Purchaser hereby
represents that it is acquiring such Stock for investment with no intention of
selling or otherwise disposing or transferring it or any interest in it. The
Purchaser hereby further agrees that any transfer of any such Stock or any
interest in it shall be subject to the following conditions:
1. The Purchaser shall furnish the Fund and counsel satisfactory to the Fund
prior to the time of transfer, a written description of the proposed
transfer specifying its nature and consequence and giving the name of the
proposed transferee.
2. The Fund shall have obtained from its counsel a written opinion stating
whether in the opinion of such counsel the proposed transfer may be
effected without registration under the Securities Act of 1933. If such
opinion states that such transfer may be so effected, the Purchaser shall
then be entitled to transfer its Stock in accordance with the terms
specified in its description of the transaction to the Fund. If such
opinion states that the proposed transfer may not be so effected, the
Purchaser will not be entitled to transfer its Stock unless such Stock is
registered.
3. The Purchaser further agrees that all certificates, if any, representing
such Stock shall contain on the face thereof the following legend:
"The shares represented by this certificate may not be transferred
without (i) the opinion of counsel satisfactory to Advantus Venture
Fund, Inc. that the transfer may be legally made without registration
under the Federal Securities Act of 1933; or (ii) such registration."
Advantus Venture Fund, Inc.
January 2, 1997
Page 2
The Purchaser hereby authorizes the Fund to take such action as it shall
reasonably deem appropriate to prevent any violation of the Securities Act of
1933 in connection with the transfer of Stock, including the imposition of a
requirement that any transferee of the Stock sign a letter agreement similar to
this one.
Very Truly Yours,
The Minnesota Mutual Life Insurance Company
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Xxxx X. Xxxxxxx, Vice President
PHG/jh
