INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 10th day of January, 2003, by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("STATE
STREET"), and ADVANTUS SERIES FUND, INC., a Minnesota corporation having its
principal office and place of business at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx,
Xxxxxxxxx, 00000-0000 ("FUND").
WITNESSETH:
WHEREAS, Fund desires to appoint State Street as its agent to perform
certain investment company accounting and recordkeeping functions for the
investment securities, other non-cash investment properties, and monies (the
"ASSETS") of the Fund's investment portfolio or portfolios (each a "PORTFOLIO",
and collectively the "PORTFOLIOS") listed on Schedule A hereto, as it may be
amended from time to time, incorporated herein by reference; and
WHEREAS, State Street is willing to accept such appointment on the terms
and conditions hereinafter set forth; and
WHEREAS, Fund has retained Advantus Capital Management, Inc. (the
"Investment Adviser") to provide investment advisory services to the Fund;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
SECTION 1 APPOINTMENT OF AGENT. Fund hereby appoints State Street as its agent
to perform certain investment company accounting and recordkeeping functions
relating to portfolio transactions required of a duly registered investment
company under Section 31(a) of the Investment Company Act of 1940, as amended,
and the rules and regulations from time to time adopted thereunder (the "1940
ACT") and to calculate the net asset value of each share class of the Fund (a
"CLASS") in accordance with the provisions of Section 3 hereof.
SECTION 2 REPRESENTATIONS AND WARRANTIES
SECTION 2.1 FUND REPRESENTATIONS AND WARRANTIES. Fund hereby represents,
warrants and acknowledges to State Street:
1) That it is a corporation duly organized and existing and in good
standing under the laws of its state of organization, and that it is
registered under the 1940 Act; and
2) That it has the requisite power and authority under the Articles of
Incorporation, Bylaws, or other governing documents of Fund
("GOVERNING DOCUMENTS"), and applicable law to enter into this
Agreement; it has taken all requisite action necessary to appoint
State Street as investment accounting and recordkeeping agent; this
Agreement has been duly executed and delivered by Fund; and this
Agreement
constitutes a legal, valid and binding obligation of Fund, enforceable
in accordance with its terms.
SECTION 2.2 STATE STREET REPRESENTATIONS AND WARRANTIES. State Street
hereby represents, warrants and acknowledges to Fund:
1) That it is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts; and
2) That it has the requisite power and authority under applicable law,
its charter and its bylaws to enter into and perform this Agreement;
this Agreement has been duly executed and delivered by State Street;
and this Agreement constitutes a legal, valid and binding obligation
of State Street, enforceable in accordance with its terms.
SECTION 3 DUTIES AND RESPONSIBILITIES OF THE PARTIES
SECTION 3.1 DELIVERY OF ACCOUNTS AND RECORDS. Each Fund will turn over or
cause to be turned over to State Street all accounts and records needed by State
Street to perform its duties and responsibilities hereunder fully and properly.
State Street shall assist Fund in determining the types of accounts and records
needed by State Street to perform its duties and obligations hereunder. State
Street may rely conclusively on the completeness and correctness of such
accounts and records.
SECTION 3.2 ACCOUNTS AND RECORDS. State Street will prepare and maintain,
under the direction of and as interpreted by Fund, Fund's accountants and/or
other advisors, in complete, accurate and current form such accounts and
records: (1) as set forth on Schedule B hereof; (2) required to be maintained by
each Fund with respect to portfolio transactions under Section 31(a) of the 1940
Act; (3) required as a basis for calculation of each Fund's net asset value; and
(4) as otherwise agreed upon by the parties. Fund will advise State Street in
writing of all applicable record retention requirements, other than those set
forth in the 1940 Act. State Street will preserve such accounts and records
during the term of this Agreement in the manner and for the periods prescribed
in the 1940 Act or for such longer period as is agreed upon by the parties. Fund
will furnish, in writing or its electronic or digital equivalent, accurate and
timely information needed by State Street to complete such accounts and records
when such information is not readily available from generally accepted
securities industry services or publications.
SECTION 3.3 ACCOUNTS AND RECORDS PROPERTY OF FUND. State Street
acknowledges that all of the accounts and records maintained by State Street
pursuant hereto are the property of Fund, and will be made available to Fund for
inspection or reproduction within a reasonable period of time, upon demand.
State Street will assist Fund's independent auditors, or upon the prior written
approval of Fund, or upon demand, any regulatory body, in any requested review
of Fund's accounts and records but Fund will reimburse State Street for all
expenses and employee time invested in any such review outside of routine and
normal periodic reviews. Upon receipt from Fund of the necessary information or
Proper Instructions, State Street will supply information from the books and
records it maintains for Fund that Fund may reasonably request for tax returns,
questionnaires, periodic reports to shareholders and such other reports and
information requests as Fund and State Street may agree upon from time to time.
At Fund's expense at an hourly rate per State Street employee as agreed in
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the fee schedule referenced in Section 6 below, State Street will also provide
reasonable assistance to Fund's oversight personnel, and reasonable access to
State Street's offices by such personnel, for the purpose of auditing State
Street's performance of its duties hereunder, including the systems, disclosure
controls and procedures implemented by State Street, but only as they relate to
Fund.
SECTION 3.4 ADOPTION OF PROCEDURES. State Street and Fund may from time to
time adopt such procedures as they agree upon, and State Street may conclusively
assume that no procedure approved or directed by Fund, Fund's accountants or
other advisors conflicts with or violates any requirements of the governing
documents, prospectus, any applicable law, rule or regulation, or any order,
decree or agreement by which Fund may be bound. Fund will be responsible for
notifying State Street of any changes in statutes, regulations, rules,
requirements or Fund policies which may impact State Street responsibilities or
procedures under this Agreement.
SECTION 3.5 VALUATION OF ASSETS. State Street will value the Assets in
accordance with Fund's Proper Instructions utilizing the information sources
designated by Fund ("PRICING SOURCES") from time to time on a Price Source and
Methodology Authorization Matrix in the form attached as Schedule C.
SECTION 3.6 TRAINING. After execution of this Agreement, State Street shall
provide initial training to Fund's oversight personnel, at State Street's
expense with regard to the person(s) providing such training, on the use of
State Street's systems necessary to assist Fund to view its accounting records
maintained by State Street. Such training shall be provided at Fund's offices or
such other location as the parties may agree. After execution of this Agreement
and prior to its termination, upon request from Fund, State Street shall also
provide a list of State Street's internal training classes for State Street's
employees relating to investment accounting and industry knowledge, and shall
provide reasonable access to such classes by Fund's oversight personnel. State
Street reserves the right to limit the number of Fund personnel who may enroll
in any such class, and to prohibit participation by Fund personnel if their
enrollment would bar participation by State Street employees. Fund shall bear
all expenses related to the participation of Fund personnel in such classes.
SECTION 3.7 MAINTENANCE OF EQUIPMENT, PROCEDURES AND PROGRAMS. State Street
agrees that it will maintain:
1) Computer and other equipment necessary or appropriate to carry out its
obligations under this Agreement;
2) Commercially reasonable procedures and systems to safeguard from loss
or damage attributable to fire, theft or any other cause the records
and other data of the Fund; and
3) A commercially reasonable business continuation program and disaster
recovery plan.
SECTION 4 PROPER INSTRUCTIONS. "PROPER INSTRUCTIONS" means a writing signed or
initialed by one or more of such persons as Fund shall have from time to time
authorized. Each such writing shall set forth the specific transaction or type
of transaction involved, including a specific statement
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of the purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if State Street reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. Fund shall cause all oral instructions to be confirmed in
writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices, provided that Fund and State
Street agree to security procedures. Fund will deliver to State Street, on or
prior to the date hereof and thereafter from time to time as changes therein are
necessary, Proper Instructions naming one or more designated representatives to
give Proper Instructions in the name and on behalf of Fund, which Proper
Instructions may be received and accepted by State Street as conclusive evidence
of the authority of any designated representative to act for Fund and may be
considered to be in full force and effect until receipt by State Street of
notice to the contrary. Unless such Proper Instructions delegating authority to
any person to give Proper Instructions specifically limit such authority to
specific matters or require that the approval of anyone else will first have
been obtained, State Street will be under no obligation to inquire into the
right of such person, acting alone, to give any Proper Instructions whatsoever.
If Fund fails to provide State Street any such Proper Instructions naming
designated representatives, any instructions received by State Street from a
person reasonably believed to be an appropriate representative of Fund will
constitute valid Proper Instructions hereunder. The term "designated
representative" may include Fund's employees and agents, including investment
managers and their employees. Fund will provide upon State Street's request a
certificate signed by an officer or designated representative of Fund, as
conclusive proof of any fact or matter required to be ascertained from Fund
hereunder. Fund will also provide State Street Proper Instructions with respect
to any matter concerning this Agreement requested by State Street. If State
Street reasonably believes that it could not prudently act according to the
Proper Instructions, or the instruction or advice of Fund's accountants or
counsel, it may in its discretion, with notice to Fund, refrain from acting in
accordance therewith.
SECTION 5 INDEMNIFICATION AND LIMITATION OF LIABILITY.
SECTION 5.1 LIMITATION OF LIABILITY OF STATE STREET. State Street shall be
held to the standard of reasonable care in carrying out the provisions of this
Agreement. However, State Street is not responsible or liable for, and Fund will
indemnify State Street from and against, any and all costs, expenses, losses,
damages, charges, reasonable counsel fees (including disbursements), payments
and liabilities which may be asserted against or incurred by State Street or for
which State Street may be held to be liable, arising out of or attributable to:
1) State Street's action or inaction pursuant hereto; provided that State
Street's action or inaction was not the result of its negligence or
willful misconduct;
2) State Street's payment of money as requested by Fund, or the taking of
any action that might make it or its nominee liable for payment of
monies or in any other way; provided, however, that nothing herein
obligates State Street to take any such action or expend its own
monies except in its sole discretion;
3) State Street's action or inaction hereunder in accordance with any
Proper Instruction, advice, notice, request, consent, certificate or
other instrument or paper reasonably appearing to it to be genuine and
to have been properly executed, including any Proper Instructions,
communications, data or other information received by State
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Street by means of the Systems, as defined in the Remote Access
Services Addendum, or any electronic system of communication;
4) State Street's action or inaction in good faith reliance on the advice
or opinion of counsel with respect to questions or matters of law,
which advice or opinion may be obtained by State Street from counsel
for Fund at the expense of Fund, or from counsel for State Street at
the expense of State Street, or on the Proper Instruction, advice or
statements of any officer or employee of Fund, or Fund's accountants
or other authorized individuals;
5) Any error, omission, inaccuracy or other deficiency in the Fund's
accounts and records or other information provided to State Street by
or on behalf of Fund, including the accuracy of the prices quoted by
the Pricing Sources, or the information supplied by Fund to value the
Assets, or the failure of Fund to provide, or provide in a timely
manner, any accounts, records, or information needed by State Street
to perform its duties hereunder;
6) Fund's refusal or failure to comply with the terms hereof (including
without limitation Fund's failure to pay or reimburse State Street
under Section 5 hereof if, after final adjudication, Fund is found
liable to State Street), Fund's negligence or willful misconduct, or
the failure of any representation or warranty of Fund hereunder to be
and remain true and correct in all respects at all times;
7) Loss occasioned by the acts, omissions, defaults or insolvency of any
broker, bank, trust company, securities system or any other person
with whom State Street may deal in connection with the services
provided under this Agreement.
SECTION 5.3 OTHER LIMITATIONS.
1) Neither party shall be liable to the other for consequential, special
or punitive damages; and
0) Xxxxx Xxxxxx shall not be responsible or liable for the failure or
delay in performance of its obligations hereunder, or those of any
entity for which it is responsible hereunder, arising out of or
caused, directly or indirectly, by circumstances beyond the affected
entity's reasonable control, including, without limitation: any
interruption, loss or malfunction of any utility, transportation,
computer (hardware or software) or communication service; inability to
obtain labor, material, equipment or transportation, or a delay in
mails; governmental or exchange action, statute, ordinance, rulings,
regulations or direction; war, strike, riot, emergency, civil
disturbance, terrorism, vandalism, explosions, labor disputes,
freezes, floods, fires, tornadoes, acts of God or public enemy,
revolutions, or insurrection.
SECTION 6 COMPENSATION. In consideration for its services hereunder, the Fund
will pay to State Street the compensation set forth in the separate fee schedule
described on Schedule D attached hereto, to be agreed to by the Fund and State
Street from time to time, and, upon demand,
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reimbursement for State Street's cash disbursements and reasonable out-of-pocket
costs and expenses, incurred by State Street in connection with the performance
of services hereunder.
XXXXXXX 0 XXXX XXX XXXXXXXXXXX.
SECTION 7.1 TERM. This Agreement shall remain in full force and effect for
an initial term of three (3) years, and thereafter may be renewed for two
successive one (1) year terms upon consent by both parties. Thereafter, this
Agreement shall automatically continue in full force and effect for subsequent
one (1) year terms unless either party terminates this Agreement.
SECTION 7.2 TERMINATION. This Agreement may be terminated without penalty
in accordance with the following:
1) Either party may terminate this Agreement at the end of the initial
term or any subsequent term by providing written notice of termination
to the other party at least one hundred eighty (180) days' prior to
the end of such term. Notwithstanding the preceding sentence, State
Street agrees that it will not terminate this agreement at the end of
the initial term solely due to economic considerations relating to the
fee schedule agreed to by the parties.
2) In addition, either party may terminate this Agreement at any time if
any of the following events occur:
a) In the case of a material breach of any obligation under this
Agreement by the other party. The non-breaching party shall give
written notice to the breaching party specifying the nature of
the breach. If the breaching party fails to cure such breach
within ninety (90) days after its receipt of written notice, or
if such breach cannot be cured within ninety (90) days with
reasonable efforts then within a reasonable time after receipt of
such notice (provided, however, that the defaulting party
promptly commences and diligently pursues efforts to cure), the
non-breaching party shall have the right to terminate this
Agreement by written notice to the breaching party specifying the
date of termination, which shall be not less than ninety (90)
days thereafter; or
b) In the case of four (4) material breaches of any obligation or
obligations under this Agreement by the other party during any
consecutive twelve-month period, whether or not such breaches are
cured as contemplated in Section 7.2(2)(a). The non-breaching
party shall have the right to terminate this Agreement within
thirty (30) days after the occurrence of the fourth material
breach by written notice to the breaching party specifying the
date of termination, which shall be not less than sixty (60) days
thereafter; or
c) The other party makes an assignment for the benefit of creditors
or admits in writing its inability to pay its debts as they
become due; or a trustee, receiver or liquidator of such other
party or of any substantial part of its assets is appointed, and
if appointed in a proceeding brought against such other party,
such other party approves, consents to or acquiesces in such
appointment, or
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such trustee, receiver or liquidator is not discharged within
sixty (60) days; or any proceedings are commenced by or against
such other party under any bankruptcy, reorganization,
dissolution, liquidation or supervision law or statute of the
United States government or any state government; or
d) In the event Fund or a Portfolio is liquidated or agrees to merge
with another management investment company or Portfolio and will
not be the surviving entity. Fund shall be entitled to terminate
this Agreement as to itself if Fund is the entity to be
liquidated or merged, or as to such Portfolio if a Portfolio is
to be liquidated or merged, upon one hundred eighty (180) days
prior written notice to State Street. Termination of this
Agreement with respect to any given Portfolio shall in no way
affect the continued validity of this Agreement with respect to
any other Portfolio; or
e) Termination of the separate Administration Agreement between
State Street and the Fund. Unless the parties agree otherwise,
this Agreement shall terminate automatically upon the date that
such Administration Agreement is terminated.
Neither party shall have any liability to the other party as a result
of a termination of this Agreement pursuant to clause (a), (b), (c),
(d) or (e) above or with respect to the unexpired portion of the
then-current term of this Agreement, provided, however, that all
rights, obligations and liabilities arising or accruing under this
Agreement prior to the effective date of termination shall survive
such termination.
Upon termination hereof:
1) The Fund will pay State Street its fees and compensation due hereunder
and its reimbursable disbursements, costs and expenses paid or
incurred to such date;
2) The Fund will designate a successor (which may be Fund) by Proper
Instruction to State Street; and
3) State Street will, upon payment of all sums due to State Street from
the Fund hereunder or otherwise, deliver all accounts and records and
other properties of Fund to the successor, or, if none, to the Fund,
at State Street's office. Records maintained in electronic form on
State Street's systems shall be delivered in machine readable form.
In the event that accounts, records or other properties remain in the possession
of State Street after the date of termination hereof for any reason other than
State Street's failure to deliver the same, State Street is entitled to
compensation for storage thereof during such period, and shall be entitled to
destroy the same if not removed by the Fund within thirty (30) days after
written demand.
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SECTION 8 GENERAL
SECTION 8.1 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the
operation hereof, State Street and Fund may from time to time agree on such
provisions interpretive of or in addition to the provisions hereof as may in
their joint opinion be consistent with the general tenor of this Agreement. Any
such interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the governing documents. No interpretive or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
SECTION 8.2 ADDITIONAL PORTFOLIOS. In the event that Fund establishes one
or more additional Portfolios, or the Investment Adviser wishes to add one or
more additional open-end management investment companies ("NEW FUND"), with
respect to which it desires to have State Street render investment company
accounting services under the terms hereof, Fund, or the Investment Adviser in
the case of a New Fund, shall so notify State Street in writing. Upon written
acceptance by State Street, such Portfolio or New Fund shall become subject to
the provisions of this Agreement to the same extent as the existing Fund and
Portfolios, except to the extent that such provisions (including those relating
to the compensation and expenses payable by the Fund and its Portfolios) may be
modified with respect to each additional Portfolio or New Fund in writing by the
Fund and State Street at the time of the addition of the Portfolio or New Fund.
State Street agrees that it will accept additional Portfolios or New Funds
provided that (1) the types of securities held by such Portfolios or New Funds,
and (2) the services to be provided by State Street hereunder, are substantially
the same as the types of securities and services relating to the existing
Portfolios and Fund.
SECTION 8.3 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed
and the provisions thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
SECTION 8.4 NOTICES. Any notice, instruction or other communication
authorized or required by this Agreement to be given to either party shall be in
writing and deemed to have been given when delivered in person or by confirmed
telecopy, or posted by certified mail, return receipt requested, to the
following address (or such other address as a party may specify by written
notice to the other):
To Fund: To State Street:
ADVANTUS SERIES FUND, INC. STATE STREET BANK AND TRUST COMPANY
000 Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000 Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, President Attention: Senior Vice President, Insurance Services
Telephone: 000-000-0000 Telephone: 000-000-0000
Telecopy: 000-000-0000 Telecopy: 000-000-0000
SECTION 8.5 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
addenda, exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic,
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microfilm, micro-card, miniature photographic or other similar process. The
parties hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction
was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
SECTION 8.6 REMOTE ACCESS SERVICES ADDENDUM. State Street and Fund agree to
be bound by the terms of the Remote Access Services Addendum attached as
Schedule E hereto.
SECTION 8.7 ASSIGNMENT. Except as otherwise set forth herein, this
Agreement may not be assigned by either party without the written consent of the
other, except that State Street may assign this Agreement to a successor of all
or a substantial portion of its business, or to a party controlling, controlled
by or under common control with State Street. State Street shall have the right
to delegate and sub-contract for the performance of any or all of its duties
hereunder, provided that State Street shall remain responsible for the
performance of such duties and all the terms and conditions hereof shall
continue to apply as though State Street performed such duties itself, and
further provided that State Street provides prior notice of such sub-contract to
Fund.
SECTION 8.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute but one and the same Agreement.
SECTION 8.9 SEVERABILITY. If any provision in this Agreement is determined
to be invalid, illegal, in conflict with any law or otherwise unenforceable, the
remaining provisions hereof will be considered severable and will not be
affected thereby, and every remaining provision hereof will remain in full force
and effect and will remain enforceable to the fullest extent permitted by
applicable law.
SECTION 8.10 EACH PORTFOLIO A SEPARATE PARTY. Each Portfolio will be
regarded for all purposes hereunder as a separate party apart from each other
Portfolio. Unless the context otherwise requires, with respect to every
transaction covered hereby, every reference herein to Portfolio is deemed to
relate solely to the particular Portfolio to which such transaction relates.
Under no circumstances will the rights, obligations or remedies with respect to
a particular Portfolio constitute a right, obligation or remedy applicable to
any other Portfolio. The use of this single document to memorialize the separate
agreement as to each Portfolio is understood to be for clerical convenience only
and will not constitute any basis for joining the Portfolios for any reason.
SECTION 8.11 ENTIRE AGREEMENT. This Agreement and the attached Schedules
contain the entire understanding between the parties hereto with respect to the
subject matter hereof and supersede all previous representations, warranties or
commitments regarding the services to be performed hereunder whether oral or in
writing.
SECTION 8.12 WAIVER. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
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SECTION 8.13 AMENDMENT. This Agreement may be modified or amended from time
to time by mutual written agreement signed by the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
ADVANTUS SERIES FUND, INC. STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: Senior Vice President
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SCHEDULE A
PORTFOLIOS
Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Growth Portfolio
Maturing Government Bond Portfolios (separate portfolios with maturity dates of
2006 and 2010)
Value Stock Portfolio
Small Company Value Portfolio
Global Bond Portfolio
Index 400 Mid-Cap Portfolio
Macro-Cap Value Portfolio
Micro-Cap Growth Portfolio
Real Estate Securities Portfolio
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SCHEDULE B
SERVICES
ADVANTUS SERIES FUND PORTFOLIOS
FUND ACCOUNTING SERVICES PROVIDED BY VENDOR:
FUNCTION FREQUENCY
-------- -----------------
PRICING
RECONCILE AND RESOLVE EVENING NAVS DAILY
SEND SECURITY PRICES TO ADVANTUS DAILY
DETERMINE, CORRECT AND REPORT MATERIAL NAV ERRORS MONTHLY
DETERMINE AND REPORT IMMATERIAL NAV ERRORS MONTHLY
DETERMINE DAILY ORDINARY DISTRIBUTIONS DAILY
DECLARE AND PAY DAILY ORDINARY DISTRIBUTIONS MONTHLY
DECLARE AND PAY PERIODIC ORDINARY DISTRIBUTIONS QUARTERLY
DECLARE AND PAY PERIODIC CAPITAL GAIN DISTRIBUTIONS ANNUALLY
RECONCILE AND RESOLVE CASH BALANCE (REPORT NEGATIVE CASH) DAILY
SHAREHOLDER/CONTRACT HOLDER ACCOUNTING
RECEIVE SHAREHOLDER ACTIVITY - ADVANTUS SERIES FUND
PORTFOLIOS DAILY
POST SHAREHOLDER ACTIVITY - ADVANTUS SERIES FUND PORTFOLIOS DAILY
RECONCILE SHAREHOLDER ACTIVITY TO ACCOUNTING SYSTEM(S) DAILY
SECURITIES ACCOUNTING
DETERMINE AND SEND CASH AVAILABLE BALANCES TO ADVANTUS -
THIS WILL BE USED TO VERIFY THE INFORMATION ADVANTUS HAS
ALREADY PREPARED DAILY
PROCESS INCOME/AMORTIZATION TRANSACTIONS DAILY
RECONCILE AND RESOLVE PAST DUE RECEIVABLES/PAYABLES WEEKLY
RECONCILE AND RESOLVE SECURITIES HELD WITH CUSTODIAN DAILY/MONTHLY
SEND SECURITY FILE TO ASSET MANAGER AND SUB-ADVISORS DAILY
CANCEL/CORRECT TRADES DAILY AS REQUIRED
RECONCILE CAPITAL CHANGES WITH INVESTMENT MANAGER AS REQUIRED
ACCOUNT FOR SECURITIES LENDING PROGRAM MONTHLY
RECONCILE ACCOUNT BALANCES TO GENERAL LEDGER MONTHLY
EXPENSE ACCOUNTING
POST EXPENSES AND EXPENSE REIMBURSEMENTS PER AGREED UPON
CALCULATIONS DAILY
PAYING AND POSTING OF EXPENSES AS INVOICES ARE
RECEIVED
RECONCILE EXPENSES MONTHLY
NEW PRODUCT IMPLEMENTATION
SETUP NEW PRODUCTS ON SYSTEM AS REQUIRED
COMPLIANCE REPORTING
PROVIDE ACCOUNTING DATA REQUIRED BY MINNESOTA LIFE TO
COMPLETE COMPLIANCE REPORTING DAILY
GENERAL
PROVIDE BUSINESS CONTINUATION INFORMATION AS REQUIRED
COMPLETE RECORD RETENTION AS AGREED UPON AS REQUIRED
PROVIDE ACCESS TO MINNESOTA LIFE DATA AS REQUIRED
PROVIDE ALL DATA REQUESTED BY MINNESOTA LIFE TO UPDATE
INTERNAL DATA BASES AS REQUIRED
ACCOUNTING SERVICES COMPLETED BY MINNESOTA LIFE:
FUNCTION FREQUENCY
-------- -----------------
SECURITIES ACCOUNTING
DETERMINE CASH AVAILABILITY DAILY
WIRE MONEY PER VENDOR INSTRUCTIONS DAILY
TRADE AFFIRMATION DAILY
RECONCILE SECURITIES HELD WITH VENDOR DAILY
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SCHEDULE C
PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX
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SCHEDULE D
FEE SCHEDULE
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SCHEDULE E
REMOTE ACCESS SERVICES ADDENDUM
To Investment Accounting Agreement by and between State Street Bank and
Trust Company and Advantus Series Fund, Inc., dated January 10, 0000
Xxxxx Xxxxxx has developed proprietary accounting and other systems, and
has acquired licenses for other such systems, which it utilizes in conjunction
with the services we provide to you (the "Systems"). In this regard, we maintain
certain information in databases under our control and ownership that we make
available on a remote basis to our customers (the "Remote Access Services").
The Services. This addendum shall govern use of all Systems that State
Street may from time to time agree to provide you, the Customer, and your
designated investment advisors, consultants or other third parties authorized by
State Street who agree to abide by the terms of this Addendum ("Authorized
Designees") in order to provide Remote Access Services for the purpose of
obtaining and analyzing reports and information.
Security Procedures. You agree to comply, and to cause your Authorized
Designees to comply, with remote access operating standards and procedures and
with user identification or other password control requirements and other
security procedures as may be issued from time to time by State Street for use
of the Systems and access to the Remote Access Services. You agree to advise
State Street immediately in the event that you learn or have reason to believe
that any person to whom you have given access to the Systems or the Remote
Access Services has violated or intends to violate the terms of this Addendum
and you will cooperate with State Street in seeking injunctive or other
equitable relief. You agree to discontinue use of the Systems and Remote Access
Services, if requested, for any security reasons cited by State Street.
Fees. Fees and charges (if any) for the use of the Systems and the Remote
Access Services and related payment terms shall be as set forth in the fee
schedule in effect from time to time between the parties (the "Fee Schedule").
You shall be responsible for any tariffs, duties or taxes imposed or levied by
any government or governmental agency by reason of the transactions contemplated
by this Addendum, including, without limitation, federal, state and local taxes,
use, value added and personal property taxes (other than income, franchise or
similar taxes which may be imposed or assessed against State Street). Any
claimed exemption from such tariffs, duties or taxes shall be supported by
proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief. The Systems and Remote Access
Services and the databases, computer programs, screen formats, report formats,
interactive design techniques, formulae, processes, systems, software, know-how,
algorithms, programs, training aids, printed materials, methods, books, records,
files, documentation and other information made available to you by State Street
as part of the Remote Access Services and through the use of the Systems and all
copyrights, patents, trade secrets and other proprietary rights of State Street
and its relevant licensors related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors, as applicable
(the "Proprietary Information").
You agree on behalf of yourself and your Authorized Designees to keep the
Proprietary Information confidential and to limit access to your employees and
Authorized Designees (under a similar duty of confidentiality) who require
access to the Systems for the purposes intended. The foregoing shall not apply
to Proprietary Information in the public domain or required by law to be made
public.
You agree to use the Remote Access Services only in connection with the
proper purposes of this Addendum. You will not, and will cause your employees
and Authorized Designees not to, (i) permit any third party to use the Systems
or the Remote Access Services, (ii) sell, rent, license or otherwise use the
Systems or the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly authorized under this Addendum, (iii)
use the Systems or the Remote Access Services for any fund,
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trust or other investment vehicle without the prior written consent of State
Street, or (iv) allow or cause any information transmitted from State Street's
databases, including data from third party sources, available through use of the
Systems or the Remote Access Services, to be redistributed or retransmitted for
other than use for or on behalf of yourself, as our Customer.
You agree that neither you nor your Authorized Designees will modify the
Systems in any way, enhance or otherwise create derivative works based upon the
Systems, nor will you or your Authorized Designees reverse engineer, decompile
or otherwise attempt to secure the source code for all or any part of the
Systems.
You acknowledge that the disclosure of any Proprietary Information, or of
any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury inadequately compensable
in damages at law, and that State Street and its licensor, if applicable, shall
be entitled to obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any other
legal remedies which may be available.
Limited Warranties. State Street represents and warrants that it has the
right to grant access to the Systems and to provide the Remote Access Services
contemplated herein. Because of the nature of computer information technology,
including but not limited to the use of the Internet, and the necessity of
relying upon third-party sources, and data and pricing information obtained from
third parties, the Systems and Remote Access Services are provided "AS IS", and
you and your Authorized Designees shall be solely responsible for the investment
decisions, results obtained, regulatory reports and statements produced using
the Remote Access Services. State Street and its relevant licensors will not be
liable to you or your Authorized Designees for any direct or indirect, special,
incidental, punitive or consequential damages arising out of or in any way
connected with the Systems or the Remote Access Services, nor shall either party
be responsible for delays or nonperformance under this Addendum arising out of
any cause or event beyond such party's control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND
ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE
SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
Infringement. State Street will defend or, at our option, settle any claim
or action brought against you to the extent that it is based upon an assertion
that access to any proprietary System developed and owned by State Street or use
of the Remote Access Services through any such proprietary System by you under
this Addendum constitutes direct infringement of any United States patent or
copyright or misappropriation of a trade secret, provided that you notify State
Street promptly in writing of any such claim or proceeding and cooperate with
State Street in the defense of such claim or proceeding. Should any such
proprietary System or the Remote Access Services accessed thereby or any part
thereof become, or in State Street's opinion be likely to become, the subject of
a claim of infringement or the like under the patent or copyright or trade
secret laws of the United States, State Street shall have the right, at State
Street's sole option, to (i) procure for you the right to continue using such
System or Remote Access Services, (ii) replace or modify such System or Remote
Access Services so that the System or the Remote Access Services becomes
noninfringing, or (iii) terminate access to the Remote Access Services without
further obligation.
Termination. Either party may terminate access to the Remote Access
Services (i) for any reason by giving the other party at least one-hundred and
eighty (180) days' prior written notice in the case of notice of termination by
State Street to you or thirty (30) days' notice in the case of notice from you
to State Street of termination, or (ii) immediately for failure of the other
party to comply with any material term and condition of the Addendum by giving
the other party written notice of termination. In the event of termination, you
will return to State Street all Proprietary Information in your possession or in
the possession of your Authorized
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Designees. The foregoing provisions with respect to confidentiality and
infringement will survive termination for a period of three (3) years.
Miscellaneous. Except as provided in the next sentence, this Addendum
constitutes our entire understanding with respect to access to the Systems and
the Remote Access Services. If any State Street custody, accounting or other
services agreement with you contains terms and conditions relating to computer
systems or data access, this Addendum shall constitute an amendment and
supplement to them, and in the event of any inconsistency the provisions
providing the greatest benefit to State Street shall control. This Addendum
cannot be modified or altered except in a writing duly executed by both of us
and shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
CONFIRMED AND AGREED:
ADVANTUS SERIES FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
Date: January 10, 2003
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