Exhibit (d)(2)
INVESTMENT SUB-ADVISORY AGREEMENT
(INTERNATIONAL BOND PORTFOLIO)
THIS AGREEMENT, made as of the 1st day of January 2008, by and between
Advantus Capital Management, Inc., a Minnesota corporation, registered as an
Investment Adviser under the Investment Advisers Act of 1940 (the "Adviser") and
Franklin Advisers, Inc., a California corporation registered as an Investment
Adviser under the Investment Advisers Act of 1940 (the "Sub-Adviser").
WHEREAS, the Adviser is the Investment Adviser to Advantus Series Fund,
Inc. (the "Fund"), an open-end diversified management investment company
organized as a series fund, registered under the Investment Company Act of 1940,
as amended (the "1940 Act");
WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish it with
portfolio selection and related research and statistical services in connection
with the Adviser's investment advisory activities on behalf of the Fund's
International Bond Portfolio (hereinafter "Portfolio"), and the Sub-Adviser
desires to furnish such services to the Adviser; and
NOW, THEREFORE, in consideration of the premises and the terms and
conditions hereinafter set forth, it is agreed as follows:
1. APPOINTMENT OF SUB-ADVISER
In accordance with and subject to the Investment Advisory Agreement between the
Fund and the Adviser, the Adviser hereby appoints the Sub-Adviser to perform
portfolio selection services described herein for the investment and
reinvestment of the Portfolio, subject to the control and direction of the
Fund's Board of Directors, for the period and on the terms hereinafter set
forth. The Sub-Adviser accepts such appointment and agrees to furnish the
services hereinafter set forth for the compensation described herein. The
Sub-Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized herein, have no
authority to act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent of the Fund or the Adviser.
2. OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY SUB-ADVISER
(a) The Sub-Adviser shall provide the following services and assume the
following obligations with respect to the Portfolio of the Fund:
(1) INVESTMENT PLAN
In carrying out its obligations to manage the investments and reinvestments
of the assets of the Portfolio, the Sub-Adviser shall:
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 1 of 11
(i) obtain and evaluate pertinent economic, statistical, financial and other
information affecting the economy generally and individual companies or
industries the securities of which are included in the Portfolio or are
under consideration for inclusion therein;
(ii) formulate and implement a continuous investment program for the Portfolio
consistent with the investment objective and related investment policies
for such Portfolio as set forth in the Fund's registration statement, as
amended; and
(iii) take such steps as are necessary to implement the aforementioned
investment program by purchase and sale of securities, including financial
futures contracts and currency exchange transactions, including the
placing, or directing the placement through an affiliate of the
Sub-Adviser, of orders for such purchases and sales.
(2) INVESTMENT OBJECTIVES, POLICIES, PRACTICES AND RESTRICTIONS
(i) The investment of the assets of the Portfolio shall at all times be subject
to the applicable provisions of the Articles of Incorporation, the Bylaws,
the Registration Statement, the current Prospectus and the Statement of
Additional Information of the Fund and shall conform to the investment
objectives, policies and restrictions of the Portfolio as set forth in such
documents and as interpreted from time to time by the Board of Directors of
the Fund and by the Adviser, including diversification of the holdings of
the Portfolio as a segregated asset account in accordance with Section 817
of the Internal Revenue Code, as amended (the "Code"), and Regulation
Section 1.817-5 thereunder, provided that Adviser shall be responsible for
ensuring that the Fund as a whole is "adequately diversified" if and to the
extent required by Section 817(h) of the Code and Regulation 1.817-5
thereunder.
(ii) Within the framework of the investment objectives, policies and
restrictions of the Portfolio, and subject to the supervision of the
Adviser, the Sub-Adviser shall formulate and implement an overall
continuing program for managing the investment of the assets of the
Portfolio, and shall amend and update such program from time to time as
financial and other economic conditions warrant.
(iii) Adviser agrees to promptly inform the Sub-Adviser, in writing, of any
changes in such documents or interpretations which may affect the
Sub-Adviser's services hereunder, it being understood that such changes
will be effective with respect to the Sub-Adviser upon the Sub-Adviser's
receipt of such notice, provided, however, that Sub-Adviser shall have a
reasonable period to effect any necessary portfolio changes to bring the
assets into compliance with such changes or interpretations.
(3) CASH MANAGEMENT AND SHORT-TERM INVESTMENT FUNDS
(i) The Adviser shall arrange with the custodian of the Portfolio ("Custodian")
to have at least one Short-Term Investment Fund ("STIF") available to be
used as a sweep vehicle for the short-term investment of cash for the
Portfolio. The Sub-Adviser agrees to use this STIF for the short-term
investment of cash, subject to the limitations on investments in shares of
other
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 2 of 11
investment companies set forth in the 1940 Act.
(ii) In addition, the Sub-Adviser agrees that the management of cash is the
Sub-Adviser's responsibility, and agrees that cash will be managed in full
compliance with any applicable restrictions, including the limitations on
investments in shares of other investment companies set forth in the 1940
Act.
(4) ELECTRONIC DELIVERY OF DAILY TRADE FILE AND DAILY HOLDINGS
(i) In connection with the purchase and sale of securities of the Portfolio,
the Sub-Adviser shall deliver to the Adviser by no later than 4 p.m.
Central Time on trading day, a trade file with respect to securities,
including financial futures contracts and currency exchange transactions,
purchased or sold on such trading day, if any, using a secure electronic
system established by Adviser, and confirmations, if customarily provided
by counterparties, relating to each transaction executed for the Portfolio.
(ii) Using a secure electronic system established by Adviser, Sub-Adviser will
deliver to Adviser by no later than noon Central Time on trade date plus
one, a complete list of investments held by the Portfolio on a daily basis.
Sub-Adviser agrees to reconcile these holdings with the Custodian on a
monthly basis.
(iii) Revisions to or cancellations of trades must be provided by Sub-Adviser to
Adviser using a secure electronic system established by Adviser by no later
than 2:00 p.m. Central Time on trade date plus one. If a revision or
cancellation is made after this deadline, Sub-Adviser will promptly notify
Adviser using a secure electronic system established by Adviser.
(5) INVESTMENT IN NEW SECURITIES
(i) Sub-Adviser further agrees to provide ongoing security related information
as is necessary (including, but not limited to payment discrepancies).
(6) TRADE AFFIRMATION AND SETTLEMENT
(i) The Sub-Adviser shall affirm and direct the Custodian to settle each trade
made by the Sub-Adviser on behalf of the Portfolio and shall advise brokers
to list Adviser as an Interested Party on all Depository Trust Company
("DTC") confirms, supplying Adviser's DTC number as 71567. Sub-Adviser
agrees that all trades will be affirmed by the Sub-Adviser by no later than
11:00 a.m. Central Time on trade date plus one.
(ii) With respect to portfolio securities to be purchased or sold through DTC,
the Sub-Adviser shall arrange for the automatic transmission of the I.D.
confirmation of the trade to the Custodian of the Portfolio. For non-DTC
eligible trades, Sub-Adviser will provide hard copy confirmation, if
customarily provided, via facsimile or e-mail to Adviser by no later than
11:00 a.m. Central Time on trade date plus one.
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 3 of 11
(iii) Sub-Adviser will work directly with Custodian and/or any applicable broker
to resolve any trade-related issues (including, but not limited to
re-registration of physical certificates, denominational breakdowns,
exchanges, etc.).
(iv) Sub-Adviser agrees to monitor any failing trades and to use its best
efforts to work proactively to resolve these issues, and seek reimbursement
from third parties as appropriate. Sub-Adviser agrees to reimburse the
Portfolio for any compensating interest due because of failing trades if
due to the fault of Sub-Adviser or if Sub-Adviser fails to use its best
efforts to seek reimbursement from third parties.
(7) CORPORATE ACTIONS
(i) Sub-Adviser will work with appropriate parties to facilitate voluntary
corporate action processing;
(ii) Sub-Adviser will notify Adviser of any voluntary corporate actions and the
specific actions that will be taken; and
(iii) Sub-Adviser will provide appropriate details related to all corporate
actions, including any accounting data needed.
(8) PROXY VOTING
Adviser is responsible for voting all proxies on behalf of the securities
held by the Portfolio in accordance with proxy voting policies and
procedures adopted by the Fund. Sub-Adviser shall consult with Adviser as
requested by Adviser on proxy voting matters.
(9) SECURITIES LENDING
The Adviser may have entered into, prior to the existence of this
agreement, or may, at some point during the existence of this Agreement
enter into a securities lending agreement with the Custodian or another
party to have the securities of the Portfolio placed on loan for a fee. If
the Adviser does enter into such agreement, the Adviser will notify the
Sub-Adviser of such agreement. The Adviser agrees not to enter into such
agreement without the counterparty agreeing to contractual settlement,
thereby guaranteeing the return of any securities on loan when requested by
the Custodian in connection with settlements of transactions initiated by
Sub-Adviser. If requested by Sub-Adviser, and as permitted by the relevant
securities lending agreements, Adviser will instruct a buy-in against a
borrower which has failed to redeliver securities to the Portfolio.
(10) DIRECTED BROKERAGE
Sub-Adviser understands that Adviser may, on occasion, enter into
agreements for directed brokerage with certain brokers. Sub-Adviser agrees
to follow Adviser's direction regarding directed brokerage.
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 4 of 11
(11) BROKER SELECTION
Except as provided in paragraph 10 above, in placing orders or directing
the placement of orders for the execution of portfolio transactions, the
Sub-Adviser shall select brokers and dealers for the execution of the
Portfolio's transactions. In selecting brokers or dealers to execute such
orders, the Sub-Adviser is expressly authorized to consider the fact that a
broker or dealer has furnished statistical, research or other information
or services which enhance the Sub-Adviser's investment research and
portfolio management capability generally. It is further understood in
accordance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, that the Sub-Adviser may negotiate with and assign to a broker a
commission which may exceed the commission which another broker would have
charged for effecting the transaction if the Sub-Adviser determines in good
faith that the amount of commission charged was reasonable in relation to
the value of brokerage and/or research services (as defined in Section
28(e)) provided by such broker, viewed in terms either of the Portfolio or
the Sub-Adviser's overall responsibilities to the Sub-Adviser's
discretionary accounts.
(12) AVAILABILITY AND RETENTION OF RECORDS
The Sub-Adviser shall, in the name of the Portfolio, place or direct the
placement of orders for the execution of portfolio transactions in
accordance with its investment policies, as set forth in the Portfolio's
investment objectives, policies and restrictions. In connection with the
placement of orders for the execution of the Portfolio's portfolio
transactions, the Sub-Adviser shall create and maintain all necessary
records required to be created and maintained by an investment adviser
under all applicable law, rules and regulations, including, but not limited
to, records required by Section 31(a) of the 1940 Act . All records
pertaining to the Sub-Adviser's management of the Portfolio shall be the
property of the Fund and shall be available for inspection and use, upon
reasonable notice and during normal business hours, by the Securities and
Exchange Commission, state regulators, Adviser, or any person retained by
the Fund. Where applicable, such records shall be maintained by the
Sub-Adviser for the period and in the place required by Rule 31a-2 under
the 1940 Act.
(13) INVESTMENT ACTIVITY AND PORTFOLIO COMPOSITION REPORTING
The Sub-Adviser shall render such reports to the Adviser and/or to the
Fund's Board of Directors concerning the investment activity and portfolio
composition of the Portfolio in such form and at such intervals as the
Adviser or the Board may from time to time reasonably request.
The Sub-Adviser shall use the same skill and care in providing services to
the Portfolio as it uses in providing services to other fiduciary accounts
for which it has investment responsibility.
(14) AGGREGATION OF TRADES AND TRADE ALLOCATIONS
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 5 of 11
interest of the Portfolio as well as other customers, the Sub-Adviser, to
the extent permitted by applicable law, may aggregate the securities to be
so sold or purchased in order to obtain the best execution or lower
brokerage commissions, if any. The Sub-Adviser also may purchase or sell a
particular security for one or more customers in different amounts. On
either occasion, and to the extent permitted by applicable law and
regulations, allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Sub-Adviser
in the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to such other customers. In no
instance, however, will the Portfolio's assets be purchased from or sold to
the Adviser, the Sub-Adviser, the Fund's principal underwriter, or any
affiliated person of either the Fund, the Adviser, the Sub-Adviser or the
principal underwriter, acting as principal in the transaction, except to
the extent permitted by the SEC and the 1940 Act.
3. EXPENSES
During the term of this Agreement, the Sub-Adviser will pay all of its own
expenses incurred in connection with its activities under this Agreement. All
brokerage and custodial expenses relating to the operation of the Portfolio
shall be borne by the Portfolio.
4. COMPENSATION
In payment for the investment sub-advisory services to be rendered by the
Sub-Adviser in respect of the Portfolio hereunder, the Adviser shall pay to the
Sub-Adviser a fee, determined as described on Exhibit A, attached hereto and
made a part hereof.
5. RENEWAL, AMENDMENT AND TERMINATION
This Agreement shall not become effective unless and until it is approved by the
Board of Directors of the Fund, including a majority of the members who are not
"interested persons" to parties to this Agreement, by a vote cast in person at a
meeting called for the purpose of voting such approval.
This Agreement shall continue in effect for a period more than two years from
the date of this Agreement, only so long as such continuance is specifically
approved at least annually by a vote of the holders of the majority of the
outstanding voting securities of the Portfolio, or by a vote of the majority of
the Fund's Board of Directors. And further provided that such continuance is
also approved annually by a vote of the majority of the Fund's Board of
Directors who are not parties to this Agreement or interested persons of parties
hereto, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated at any time without payment of
penalty: (i) by the Fund's Board of Directors or by a vote of a majority of the
outstanding voting securities of the class of capital stock of the Portfolio on
sixty (60) days' prior written notice, or (ii) by either party hereto upon sixty
(60) days' prior written notice to the other. This Agreement will terminate
automatically upon any termination of the Investment Advisory Agreement between
the Fund and the Adviser or in the event of its assignment. The terms
"interested person," "assignment" and "vote of a majority of the
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 6 of 11
outstanding voting securities" shall have the meanings set forth in the 1940
Act. This Agreement may only be amended by mutual written agreement, signed by
both parties.
6. LIABILITY
The Sub-Adviser may rely on information reasonably believed by it to be accurate
and reliable. Except as provided by the 1940 Act, neither the Sub-Adviser nor
its officers, directors, employees or agents shall be subject to any liability
for any error of judgment or mistake of law or for any loss arising out of any
investment or other act or omission in the performance by the Sub-Adviser of its
duties under this Agreement or for any loss or damage resulting from the
imposition by any government of exchange control restrictions which might affect
the liquidity of the Portfolio's assets, or from acts or omissions of the
Adviser, custodians, securities depositories or other third parties, or from any
war or political act of any foreign government to which such assets might be
exposed, provided that nothing herein shall be deemed to protect, or purport to
protect, the Sub-Adviser against any liability to the Portfolio to which the
Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties hereunder, or by
reason of the Sub-Adviser's reckless disregard of its obligations and duties
hereunder. Notwithstanding the foregoing, if there is a higher standard of care
imposed by applicable law, such standard will apply under this Agreement.
7. NO GUARANTEE AS TO INVESTMENT PERFORMANCE
The Adviser and the Fund's Board of Directors understand that the value of
investments made for the Portfolio may go up as well as down and is not
guaranteed, and that investment decisions will not always be profitable. Neither
the Adviser nor the Sub-Adviser has made or is making any guarantees, including
any guarantee as to any specific level of performance of the Portfolio. The
Adviser and the Fund's Board of Directors acknowledge that this Portfolio is
designed for the described investment objective and is not intended as a
complete investment program. They also understand that investment decisions made
on behalf of the Portfolio by Sub-Adviser are subject to various market and
business risks.
8. OTHER CLIENTS OF SUB-ADVISER
The Adviser understands that the Sub-Adviser now acts, or may act in the future,
as investment adviser to other managed accounts, including other investment
companies, and the Adviser has no objection to the Sub-Adviser so acting,
provided that the Sub-Adviser duly performs all obligations under this
Agreement. The Adviser also understands that the Sub-Adviser may give advice and
take action with respect to any of its other clients or for its own account
which may differ from the timing or nature of action taken by the Sub-Adviser
with respect to the Portfolio. Nothing in this Agreement shall impose upon the
Sub-Adviser any obligation to purchase or sell, with respect to the Portfolio,
any security which the Sub-Adviser or its shareholders, directors, officers,
employees or affiliates may purchase or sell for its or their own account(s) or
for the account of any other client.
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 7 of 11
9. OTHER BUSINESS ACTIVITIES OF SUB-ADVISER
Except to the extent necessary to perform its obligations hereunder, nothing
herein shall be deemed to limit or restrict the right of the Sub-Adviser, or the
right of any of its officers, directors or employees who may also be an officer,
director or employee of the Fund, or persons otherwise affiliated with the Fund
(within the meaning of the 0000 Xxx) to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other trust, corporation, firm, individual or association.
10. REPRESENTATIONS
Sub-Adviser represents that it is registered as an investment adviser under the
Investment Advisers Act of 1940 and that such registration is currently
effective and will remain effective throughout the term of this Agreement.
The Sub-Adviser will perform its duties hereunder with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
man acting in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims. The Sub-Adviser
acknowledges that it will be acting as a fiduciary for Adviser in the
performance of its duties hereunder. The Sub-Adviser shall at no time have
custody or physical control of any assets of the Portfolio.
11. DISCLOSURE STATEMENT
Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement, as required
by Rule 204-3 under the Investment Advisers Act of 1940, not less than 48 hours
prior to the date of execution of this Agreement shown below.
12. ENTIRE AGREEMENT, GOVERNING LAW AND WAIVER OF JURY TRIAL
This Agreement constitutes the entire agreement of the parties with respect to
management of the Portfolio and it supercedes and replaces any pre-existing
agreement between the parties. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Minnesota. To the
extent permitted by the Federal securities laws, the parties hereby waive their
right to a jury trial.
13. ATTORNEYS' FEES
In the event of any litigation between the parties with respect to the subject
matter of this Agreement, the prevailing party shall be entitled to recover, in
addition to any other relief awarded by the court, its reasonable attorneys'
fees and other costs of preparing for and participating in the litigation.
14. CAPTIONS
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 8 of 11
The captions in this Agreement are included for convenience only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect.
15. SEVERABILITY
Each provision of this Agreement is intended to be severable from the others so
that if any provision or term is found to be invalid or illegal for any reason
whatsoever, such invalidity or illegality shall not affect the validity or
legality of the remaining provisions and terms hereof.
16. CONTACT INFORMATION
Sub-Adviser agrees to provide to Adviser, and update as necessary, all specific
contact information regarding individual's names, phone numbers, facsimile
numbers, e-mail addresses, and similar information for all back-up personnel,
and for all personnel who have any individual responsibility for the operation
of the Portfolio.
17. NOTICES
Any notice under this Agreement shall be in writing, addressed and delivered or
mailed postage pre-paid to the appropriate party at the following address:
The Adviser at:
Advantus Capital Management, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Mail Station 15-3175
St. Xxxx, Minnesota 55101-2098
Attn: Chief Legal Officer
and the Sub-Adviser at:
Franklin Advisers, Inc.
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000-0000
18. The effective date of this agreement shall be January 1, 2008.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
ADVANTUS CAPITAL MANAGEMENT, INC. FRANKLIN ADVISERS, INC. (SUB-ADVISER)
(ADVISER)
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 9 of 11
By: By:
--------------------------------- ------------------------------------
--------------------------------- ------------------------------------
(printed or typed name and title) (printed or typed name and title)
By: By:
--------------------------------- ------------------------------------
--------------------------------- ------------------------------------
(printed or typed name and title) (printed or typed name and title)
Investment Sub-Advisory Agreement, International Bond Portfolio
Page 10 of 11
EXHIBIT A
SCHEDULE OF FEES
In payment for the investment sub-advisory services to be rendered by the
Sub-Adviser in respect of the Portfolio, the Adviser shall pay to the
Sub-Adviser as full compensation for all services hereunder a fee computed at an
annual rate which shall be a percentage of the average daily value of the net
assets of the Portfolio. The fee shall be accrued daily and shall be based on
the net asset value of the Portfolio assets as determined as of the close of
each business day. The fee shall be payable quarterly by Adviser to Sub-Adviser
within 30 days after quarter end and shall be accompanied by a worksheet created
by Adviser which sets forth the supporting documentation upon which Adviser
relied to calculate such fee.
The amount of such annual fee, as applied to the average daily value of the
net assets of the Portfolio shall be as described in the schedule below:
Assets Annual Fee
------ ----------
All Assets of the Portfolio 37 basis points (0.37%)
Exhibit A
Page 1 of 1
