MINNESOTA LIFE INSURANCE COMPANY
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000-2098
000.000.0000 Tel
MINNESOTA LIFE
A MINNESOTA MUTUAL COMPANY
February 1, 1999
Advantus Real Estate Securities Fund, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Dear Sir or Madam:
In connection with the purchase by Minnesota Life Insurance Company (the
"Purchaser") of 15,000 initial Class A shares of common stock ("Stock") of
Advantus Real Estate Securities 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.
Organization expenses incurred in connection with the start-up and initial
registration of the Fund will be borne by the Purchaser or by Advantus Capital
Management, Inc. ("Advantus Capital"), the Fund's investment adviser and
Purchaser's wholly-owned subsidiary. Such organization expenses will not be
reimbursed to the Purchaser or Advantus Capital by the Fund.
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 Real
Estate Securities
Advantus Real Estate Securities Fund, Inc.
February 1, 1999
Page 2
Fund, Inc. that the transfer may be legally made without registration under
the Federal Securities Act of 1933; or (ii) such registration."
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,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Senior Vice President
PHG:pjh
