ADVANTUS FUNDS
DEALER SALES AGREEMENT
THIS AGREEMENT, made this _____ day of ___________, 200__, by and between
Securian Financial Services, Inc., a Minnesota corporation (the "Underwriter"),
having its principal office at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx,
00000, and ______________ (the "Dealer") having its principal office at
__________________________________________.
WHEREAS, the Underwriter has entered into Distribution Agreements with
certain registered management investment companies (the "Funds"), as listed on
Schedule A hereto and made a part hereof, which Schedule A may be amended
without notice from time to time by the Underwriter, under which the Underwriter
has been engaged and agreed to act as principal underwriter for the Funds in the
sale and distribution of shares of the Funds to the public, either through
dealers or otherwise; and
WHEREAS, the parties hereto desire that the Dealer be a member of a selling
group to sell and distribute shares of the Funds to the public;
NOW, THEREFORE, the Dealer hereby offers to become a member in a selling
group to sell and distribute shares of the Funds to the public subject to the
following terms and conditions.
1. ACCEPTANCE OF SUBSCRIPTIONS; PROSPECTUS AND REGISTRATION STATEMENT.
Subscriptions solicited by the Dealer will be accepted only in the amounts and
on the terms which are set forth in the then current Prospectus (and/or
Statement of Additional Information, if any) for the Funds. Underwriter
represents and warrants that the Prospectus (and/or Statement of Additional
Information, if any) for the Funds shown on Schedule A are or will be filed with
the Securities and Exchange Commission ("SEC"), that such filings conform in all
material respects with the requirements of the SEC and that, except as
Underwriter has given written notice to Dealer, there is an effective
Registration Statement relating to such Funds. Underwriter shall give written
notice to Dealer either (i) of specified states or jurisdiction in which the
Funds may be offered and sold by the Dealer or (ii) of all states or
jurisdictions where the Funds may not be offered or sold, but Underwriter does
not assume any responsibility as to the Dealer's right to sell the Funds in any
state or jurisdiction. Underwriter, during the term of this Agreement, shall (i)
notify Dealer in writing of the issuance by the SEC of any stop order with
respect to a Registration Statement or the initiation of any proceedings for
such purpose or any other purpose relating to the registration and/or offering
of the Funds, (ii) of any other action or circumstance known to them that may
prevent the lawful sale of the Funds in any state or jurisdiction, and (iii)
advise the Dealer in writing of any amendment to the Registration Statement or
supplement to any Prospectus. The Underwriter shall make available to Dealer
such number of copies of the Prospectus, as amended or supplemented, (and/or
Statements of Additional Information, if any) or any Approved Supplemental Sales
Literature (as defined in Paragraph 5) as the Dealer may reasonably request.
2. DEALER DISCOUNT AND OTHER COMPENSATION. The Dealer shall receive, for
sales of shares of the Funds' common stock, the applicable Dealer Commission or
other compensation as set forth in Schedule A attached hereto and made a part
hereof. Additionally, with respect to certain of the Funds, the Dealer may be
entitled to receive additional compensation upon such
terms and conditions and in such amounts as set forth in Schedule A hereto for
providing to Fund shareholders certain personal and account maintenance services
(including, but not limited to, responding to shareholder inquiries and
providing information on their investments) not otherwise required to be
provided by the applicable Funds' investment adviser or transfer agent ("Service
Fees") or (in addition to the aforementioned Dealer Discount) for sales of
shares of the applicable Fund's common stock ("Distribution Fees"). Schedule A
may be amended in whole or in part without notice from time to time by the
Underwriter. Dealer assumes sole responsibility to pay commissions due Dealer's
agents or registered representatives in connection with sales of the Funds'
shares of common stock. Upon termination of this Agreement, for any reason, all
compensation otherwise payable to Dealer hereunder shall cease automatically,
including any Service Fees or Distribution Fees.
3. ORDERS. Orders to purchase shares of the Funds shall be placed as
described in the then current Prospectus (and/or Statement of Additional
Information, if any) of the Funds and as instructed from time to time by the
Underwriter. Orders shall be placed promptly upon receipt, and there shall be no
postponement of orders received so as to profit the Dealer by reason of such
postponement. Each order shall be confirmed by the Dealer to the Underwriter in
writing on the day such order was placed.
All monies or other settlements received by the Dealer for or on behalf of
the Underwriter shall be received by the Dealer in fiduciary capacity in trust
for the Underwriter and shall be immediately transmitted to the Underwriter,
and, in no event, shall the Dealer commingle such monies with other funds. The
Dealer shall keep correct accounts and records of all business transacted and
monies collected by him for the Underwriter to the extent required by the
Underwriter, which accounts and records shall be open at all times to inspection
and examination by the Underwriter's authorized representative. All accounts,
records and any supplies furnished to the Dealer by the Underwriter shall remain
the property of the Underwriter and shall be returned to the Underwriter upon
demand.
4. FAILURE OF ORDER. The Underwriter reserves the right at any time to
refuse to accept and approve any application for the purchase of shares of the
Funds obtained by the Dealer, and also reserves the right to settle any claims
against the Underwriter arising from the sale of shares of the Funds by the
Dealer and to refund to the investor payments made by him on his shares, without
the Dealer's consent. In the event any order for the purchase of shares of the
Funds is rejected by the Underwriter or any payment received for the purchase of
shares of the Funds cannot be collected or otherwise proves insufficient or
worthless, any compensation paid to the Dealer hereunder shall, promptly upon
notice to the Dealer, be returned by the Dealer to the Underwriter either in
cash or as a charge against the Dealer's account with the Underwriter, as the
Underwriter may elect, and the Dealer hereby agrees that until the Underwriter
receives full reimbursement in cash, the amount of compensation due and owing
the Underwriter shall constitute a debt to the Underwriter which the Underwriter
may collect by any lawful means, with interest thereon at the maximum rate
possible.
5. DEALER'S UNDERTAKINGS. In offering and selling shares of the Funds, the
Dealer shall comply with all applicable state and federal laws and regulations
and all applicable rules of the National Association of Securities Dealers, Inc.
(the "NASD"). In the event of the suspension, revocation, cancellation or other
impairment of the Dealer's membership in the NASD or the Dealer's registration,
license or qualification to sell shares of the Funds under any
2
applicable state or federal law or regulation, the Dealer shall give the
Underwriter prompt notice of such suspension, revocation, cancellation or other
impairment, and the Dealer's authority under this Agreement shall thereupon
terminate as provided in paragraph 10.
The Dealer shall not sell shares of the Funds pursuant to this Agreement
unless the then current Prospectus is furnished to the purchaser prior to the
offer and sale. The Dealer shall not use any supplemental sales literature of
any kind without prior written approval of the Underwriter unless it is
furnished by the Underwriter for such purpose ("Approved Supplemental Sales
Literature"). No person is authorized to make any representation concerning
shares of the Funds except those contained in the then current Prospectus
(and/or Statement of Additional Information, if any) or Approved Supplemental
Sales Literature. In offering and selling shares of the Funds, the Dealer shall
rely solely on the representations contained in the then current Prospectus
(and/or Statement of Additional Information, if any) or Approved Supplemental
Sales Literature.
With respect to any Fund offering multiple classes of shares, the Dealer
shall disclose to prospective investors the existence of all available classes
of such Fund and shall determine the suitability of each available class as an
investment for each such prospective investor.
The Dealer understands and agrees that each shareholder account which
includes shares of any Fund subject to the Fund's contingent deferred sales
charge (as described in the applicable Fund's current Prospectus and Statement
of Additional Information) shall not be included in the Dealer's Omnibus or
house account, if any, but shall be established as a separate shareholder
account in which purchase and redemption transactions are reported separately to
the Underwriter.
Dealer agrees to furnish to Underwriter such information as may from time
to time be requested by Underwriter for the purpose of complying with the
applicable provisions of federal or state securities laws and the by-laws, rules
or regulations of the NASD or any other securities regulatory authority. Dealer
shall immediately notify the Compliance Department of Underwriter of any
proceeding, suit or action, whether criminal, civil or administrative, or the
commencement by the NASD or any other securities regulatory authority or any
other state or federal authority of any investigation, if such proceeding, suit,
action or investigation arises out of or in connection with Dealer's activities
as broker or dealer with respect to the Funds. Dealer shall also immediately
notify the Compliance Department of Underwriter of any complaint by a customer
or prospective customer or regulatory authority regarding the Funds or Dealer's
activities as broker or dealer with respect to the Funds.
Except for those books and records required by law or regulation to be
maintained by Dealer, all books, documents, prospectuses, application forms or
other materials or supplies in the possession of Dealer which pertain to the
Funds or to the business of Underwriter shall be the property of Underwriter,
which at any and all times shall be open to inspection by any duly authorized
representative of Underwriter and at the termination of this Agreement shall be
returned to Underwriter.
6. REPRESENTATIONS AND AGREEMENTS OF THE DEALER. By accepting this
Agreement, the Dealer represents that it: (i) is registered as a broker-dealer
under the Securities Exchange Act of 1934 (the "1934 Act"), as amended; (ii) is
qualified to act as a dealer in each jurisdiction
3
in which it will offer shares of the Funds; (iii) is a member in good standing
of the NASD; and (iv) will maintain such registrations, qualifications and
memberships throughout the term of this Agreement.
7. DEALER'S EMPLOYEES. By accepting this Agreement, the Dealer assumes full
responsibility for the actions and course of conduct of its registered
representatives in the solicitation of purchases of shares of the Funds. The
Dealer shall provide thorough and prior training to its registered
representatives concerning the selling methods to be used in connection with the
offer and sale of shares of the Funds, giving special emphasis to the principles
of full and fair disclosure to prospective investors. The Dealer may solicit
sales of shares of the Funds only through properly licensed registered
representatives of the Dealer.
8. INDEMNIFICATION PROVISIONS.
A. INDEMNIFICATION BY UNDERWRITER. The Underwriter hereby agrees to
indemnify and to hold harmless the Dealer and each person, if any, who controls
the Dealer within the meaning of Section 15 of the Securities Act of 1933 (the
"1933 Act") or Section 20(a) of the 1934 Act and their respective successors and
assigns (hereinafter in this paragraph separately and collectively referred to
as the "Defendants") from and against any and all losses, claims, demands or
liabilities (or actions in respect thereof), joint or several, to which the
Defendants may become subject under the 1933 Act, at common law or otherwise
(including any legal or other expense reasonably incurred in connection
therewith), insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue or allegedly
untrue statement of a material fact contained in the then current Prospectus
(and/or Statement of Additional Information, if any) of the Funds or arise out
of or are based upon the omission or alleged omission to state therein a
material fact that is required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or arise out of any claim based upon any Approved Supplemental
Sales Literature, or (ii) the failure of Underwriter or its officers, directors,
employees or agents to comply with any applicable provisions of this Agreement;
provided that this indemnity agreement is subject to the condition that notice
be given as provided below.
B. FIDELITY BOND OF DEALER AND INDEMNIFICATION BY DEALER. Dealer
represents that all directors, officers, partners, employees or registered
representatives of Dealer who are authorized pursuant to this Agreement to sell
shares of the Funds or who have access to monies belonging to the Underwriter,
including but not limited to monies submitted with applications for purchase of
shares of the Funds or monies being returned to investors, are and shall be
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained by Dealer at Dealer's expense. Such bond shall be at least of the
form, type and amount required under the NASD Rules of Fair Practice. The
Underwriter may require evidence, satisfactory to it, that such coverage is in
force. Dealer shall give prompt written notice to the Underwriter of any notice
of cancellation or change of coverage with respect to such bond.
Dealer hereby assigns any proceeds received from the fidelity
bonding company to the Underwriter to the extent of the Underwriter's loss due
to activities covered by the bond. If there is any deficiency amount, whether
due to a deductible or otherwise, Dealer shall promptly pay to the Underwriter
such amount on demand, and Dealer hereby indemnifies and
4
holds harmless the Underwriter from any such deficiency and from the costs of
collection thereof, including reasonable attorneys fees.
Dealer also agrees to indemnify and hold harmless the Underwriter and
its officers, directors and employees and each person who controls them within
the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act and
their respective successors and assigns (hereinafter in this paragraph
separately and collectively referred to as Defendants) against any and all
losses, claims, damages or liabilities, including reasonable attorneys fees, to
which they may become subject under the 1933 Act, the 1934 Act, or other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon: (i) any oral or written misrepresentation, any
unauthorized action or statement, or any other willful, reckless or negligent
violation of any law, regulation, contract or other arrangement by Dealer or its
officers, directors, employees or agents, or (ii) the failure of Dealer or its
officers, directors, employees or agents to comply with any applicable
provisions of this Agreement; provided, that this indemnity agreement is subject
to the condition that notice be given as provided below.
C. NOTICE AND DEFENSE. Upon the presentation in writing of any claim or
the commencement of any suit against any Defendant in respect of which
indemnification may be sought from the indemnifying party on account of its
agreement contained in the preceding paragraphs, such Defendant shall with
reasonable promptness give notice in writing of such suit to the indemnifying
party, but failure to so give such notice shall not relieve the indemnifying
party from any liability that it may have to the Defendants otherwise than on
account of this indemnity agreement. The indemnifying party shall be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any such claim or suit with counsel chosen by it and satisfactory
to the Defendants who are parties to such suit or against whom such claim is
presented. If the indemnifying party elects to assume the defense and retain
such counsel as herein provided, such Defendant shall bear the fees and expenses
subsequently incurred of any additional counsel retained by them, except the
reasonable costs of investigation and such costs as are approved by the
indemnifying party; provided, that if counsel for an indemnified Defendant
determines in good faith that there is a conflict which requires separate
representation for the indemnified Defendant, the indemnified Defendant shall be
entitled to indemnification for the reasonable expenses of one additional
counsel and local counsel to the extent provided above. Such counsel shall, to
the fullest extent consistent with its professional responsibilities, cooperate
with the indemnifying party and its counsel. The indemnifying party's
obligations under this Paragraph 8 shall survive the termination of this
Agreement.
D. SETTLEMENT; CONTRIBUTION. The indemnifying party shall not be liable
under this Agreement for any settlement made by an indemnified party without the
indemnifying party's prior written consent, and the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of the settlement of any claim or action with the consent of
the indemnifying party. The indemnifying party shall not settle any such claim
or action without prior written consent of the indemnified party. If the
foregoing indemnifications should, for reasons of public policy, not be
available to any indemnified party, then the indemnifying party will contribute
to the amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party on the one hand
5
and such indemnified party on the other arising out of the matters contemplated
by this Agreement.
9. ASSIGNMENT. This Agreement may not be assigned by the Dealer without
prior written consent of the Underwriter.
10. TERMINATION. Either party may terminate this Agreement at any time upon
giving written notice to the other party hereto. This Agreement shall terminate
automatically in the event of the suspension, revocation, cancellation or other
impairment of the Dealer's membership in the NASD or the Dealer's registration,
license or qualification to sell shares of the Funds under any applicable state
or federal law or regulation.
11. FIRST CLAIM ON EARNINGS. Underwriter shall have first claim on all of
Dealer's earnings under this Agreement. This means that Underwriter as and when
it elects may keep all or any part of such earnings to reduce any debt Dealer
owes Underwriter. While Underwriter may release Dealer's earnings while Dealer
owes a debt to Underwriter, this does not mean Underwriter has waived this right
of first claim to Dealer's earnings. Underwriter's claim also takes precedence
over claims of Dealer's creditors. All Dealer's earnings kept by Underwriter
will be used to reduce debt owed to Underwriter.
12. CONFIDENTIALITY. During the term of this Agreement, a party may acquire
access to confidential or proprietary information of another, including, but not
limited to, the Underwriter's or the Dealer's business affairs, customers,
property, methods of operation, procedures, marketing policies and practices,
computer software and operational systems (collectively, "Confidential
Information"); provided, however, that the term "Confidential Information" does
not include information which: (a) becomes generally available to the public
other than as a result of a disclosure by a party or its agents or employees;
(b) was available to a party prior to its disclosure to the other; (c) has
become available to a party from a source other than that of the parties to this
Agreement; (d) is intended to be transferred to another person or entity upon
the termination of this Agreement; (e) is required to be disclosed to any
regulatory authority or self-regulatory organization or pursuant to a court
order or subpoena; or (f) is derived from customers. Confidential Information
designated as such by a party shall constitute proprietary information and/or
trade secrets of such party and will be the sole property of such party. Each
party agrees that:
(a) it shall use such Confidential Information only for the
purposes of carrying out its obligations under, and performing any inspections
or audits permitted by, this Agreement;
(b) all Confidential Information and any physical and electronic
embodiments thereof will be held by each party in strict confidence;
(c) it shall take reasonable steps to ensure that its employee,
representatives and agents are informed of the contents of this Paragraph 12 and
that they shall comply with its terms;
6
(d) it will not reveal, disclose, publish, sell or distribute
such Confidential Information to other present or future agents or
broker-dealers, or to any other person or entity, without prior written consent
of the other parties;
(e) the parties shall immediately return any Confidential
Information in their possession to the other upon (i) such party's request at
any time or (ii) the termination of this Agreement.
The parties recognize that the disclosure of Confidential
Information by the other or its employees, representatives or agents may give
rise to irreparable injury, which may not be adequately compensated damages.
Accordingly, in the event of a breach or threatened breach by a party or its
employees, representatives or agents of the provisions of this Paragraph 12, the
non-breaching party shall be entitled to an injunction restraining the other
party and its employees from disclosing, in whole or in part, the Confidential
Information.
13. NATURE OF RELATIONSHIP; LIMITATIONS ON DEALER'S AUTHORITY. In
soliciting purchases of shares of the Funds, the Dealer shall act as an
independent contractor and not on behalf or subject to the control of the
Underwriter. Nothing herein shall constitute the Dealer as a partner of the
Underwriter, any other broker-dealer, any registered representative of the
Underwriter or the Funds, or render any such entity liable for obligations of
the Dealer. The Dealer's participation in the sale and distribution of shares of
the Funds as contemplated by this Agreement is not exclusive and the Underwriter
may engage other broker-dealers and/or its registered representatives to
participate in the sale and distribution of shares of the Funds on terms and
conditions which may differ from the terms and conditions of this Agreement. The
Dealer understands that Dealer has no authority to start any legal proceedings
on Underwriter's behalf or in its name or to incur any expenses or obligations
in the name of the Underwriter, and Dealer agrees to indemnify and save the
Underwriter harmless from any and all expenses, or obligations incurred by
Dealer in the name of the Underwriter for which Dealer is responsible. Dealer
agrees to pay all expenses incurred by Dealer in connection with Dealer's work.
14. SECTION HEADINGS. The titles of the sections and paragraphs of this
Agreement are for convenience only and shall not in any way affect the
interpretation of any provision or condition of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts which,
taken together, shall constitute the whole of the Agreement as between the
parties.
16. NOTICE. Any notice to be given to a party hereto pursuant to this
Agreement shall be in writing, addressed to such party at the address of such
party set forth in the preamble hereof, or such other address as such other
party may from time to time designate in writing to the party hereto giving
notice. Any notice delivered by the mails, postage fully prepaid, shall be
deemed to have been given five (5) days after mailing or, if earlier, upon
receipt.
17. WAIVER. No failure, neglect or forbearance on the part of the
Underwriter to require strict performance of this Agreement shall be construed
as a waiver of the rights or remedies of the Underwriter hereunder.
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18. SUSPENDING SALES, AMENDING OR CANCELING THIS AGREEMENT. The Underwriter
may, at any time, without notice, suspend sales or withdraw any offering of
shares entirely. The Underwriter reserves the right to amend or cancel this
Agreement upon notice to Dealer. The Dealer agrees that any order to purchase
shares of Funds placed after notice of any amendment to this Agreement has been
sent to the Dealer shall constitute the Dealer's agreement to any such
amendment.
19. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Minnesota.
DEALER:
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(Name) (NSCC Clearing Number)
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(Tax Identification Number) (NSCC Executing Broker Symbol)
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(Street Address) (Telephone Number)
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(City) (State) (Zip)
Date of offer: , 200
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By
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(Signature)
Please Print Name
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Its
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(Title)
Accepted by
SECURIAN FINANCIAL SERVICES, INC.
Date of acceptance: , 200
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By
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(Signature)
Its
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(Title)
8
SCHEDULE A
(Standard)
Dealer Compensation Schedule
Effective September 3, 2002
I. Advantus Horizon Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Bond Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Advantus Venture Fund, Inc.
Advantus Index 500 Fund, Inc.
Advantus Real Estate Securities Fund, Inc. (Only Class A and Class B
shares available)
A. DEALER COMMISSIONS
DEALER CONCESSION AS PERCENTAGE OF OFFERING PRICE
CLASS A SHARES
MORTGAGE
SECURITIES FUND CLASS A SHARES
AND BOND ALL OTHER CLASS B SHARES CLASS C
AMOUNT OF SALE FUND ONLY FUNDS All FUNDS SHARES
-------------- --------- ----- ----- ------
Less than $50,000 3.75% 4.75% 4.17% -0-
$50,000 but less
than $100,000 3.75% 3.75% 3.75% -0-
$100,000 but less
than $250,000 2.75% 2.75% 2.92% -0-
$250,000 but less
than $500,000 2.00% 2.00% 2.08% -0-
$500,000 but less
than $1,000,000 1.50% 1.50% 1.25% -0-
$1,000,000 1.00%* 1.00%* n/a* n/a*
* Orders of $1,000,000 or more will be accepted only for Class A
Shares.
A-1
B. DISTRIBUTION AND SERVICE FEES
In addition to the Dealer Commissions, the Dealer shall receive
quarterly Distribution and/or Service Fees, equal to a percentage of
average daily net assets attributable to Shares held in accounts by
customers for whom the Dealer is the holder or agent of record or with
whom the Dealer maintains a servicing relationship in accordance with
the following table:
QUARTERLY QUARTERLY
DISTRIBUTION FEE SERVICE FEE
---------------- ---------------------------------------------------------
CLASS C* CLASS A* CLASS B** CLASS C**
1/4 of .75% 1/4 of .25% 1/4 of .25% 1/4 of .25%
* Distribution Fees on Class C shares and Service Fees on Class A
shares are payable quarterly in arrears beginning with the end of
the first quarter after the sale of the shares to which such fees
are attributable.
** Service Fees on Class B and Class C shares are paid quarterly in
arrears beginning with the second year after the sale of the
shares to which such fees are attributable (i.e., the first
payment is at the end of the fifteenth month).
II. Advantus Money Market Fund, Inc.
No commissions are paid on sales of Advantus Money Market Fund. Shares of
Advantus Money Market Fund acquired in an exchange from any of the other
Advantus Funds may be exchanged at relative net asset values for shares of
any of the other Advantus Funds. Shares of Advantus Money Market Fund not
acquired in an exchange from any of the other Advantus Funds may be
exchanged at relative net asset values plus applicable sales load for
shares of any of the other Advantus Funds. In the event Dealer's customer
exchanges shares of Advantus Money Market Fund for shares of another
Advantus Fund and pays a sales load in connection with such exchange, the
Dealer shall receive a Dealer Commission as described above.
III. Termination of Compensation
All compensation payable to Dealer hereunder, including Service Fees or
Distribution Fees, shall automatically cease upon the termination of the
Advantus Funds
Dealer Sales Agreement, for any reason.
A-2
