UNDERWRITING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT, Made this 22nd day of October, 1998, by and between
Advantus Money Market Fund, Inc., a Minnesota corporation (the "Fund") and
Ascend Financial Services, Inc. (the "Underwriter").
WITNESSETH:
1. UNDERWRITING SERVICES.
The Fund hereby engages the Underwriter, and the Underwriter hereby
agrees to act, as principal underwriter for the Fund in the sale and
distribution of the shares of the Fund to the public, either through dealers
or otherwise. The Underwriter agrees to offer such shares for sale at all
times when such shares are available for sale and may lawfully be offered for
sale and sold.
2. SALE OF FUND SHARES.
Such shares are to be sold only on the following terms:
(a) All subscriptions, offers, or sales shall be subject to acceptance
or rejection by the Fund. Any offer or sale shall be conclusively presumed
to have been accepted by the Fund if the Fund shall fail to notify the
Underwriter of the rejection of such offer or sales prior to the computation
of the net asset value of the Fund's shares next following receipt by the
Fund of notice of such offer or sale.
(b) No share of the Fund shall be sold by the Underwriter (i) for any
consideration other than cash or, pursuant to an exchange privilege provided
for by the Fund's currently effective Prospectus, shares of any other
investment company for which the Underwriter acts as principal underwriter,
or (ii), except in instances otherwise provided for by the Fund's currently
effective Prospectus, for any amount less than the public offering price per
share, which shall be determined in accordance with the Fund's currently
effective Prospectus.
3. REGISTRATION OF SHARES.
The Fund agrees to make prompt and reasonable efforts to effect and keep in
effect, at its expense, the registration or qualification of its shares for sale
in such jurisdictions as the Fund may designate.
4. INFORMATION TO BE FURNISHED TO THE UNDERWRITER.
The Fund agrees that it will furnish the Underwriter with such
information with respect to the affairs and accounts of the Fund as the
Underwriter may from time to time reasonably require, and further agrees that
the Underwriter, at all reasonable times, shall be permitted to inspect the
books and records of the Fund.
5. ALLOCATION OF EXPENSES.
During the period of this contract, the Fund shall pay or cause to be
paid all expenses, costs, and fees incurred by the Fund which are not assumed
by the Underwriter or Advantus Capital Management, Inc., a Minnesota
corporation and the Fund's investment adviser ("Management"). The
Underwriter shall pay all advertising and promotional expenses in connection
with the distribution of the Fund's shares including paying for Prospectuses
and Statements of Additional Information (if any) for new shareholders,
shareholder reports for new shareholders, and the costs of sales literature.
6. COMPENSATION TO THE UNDERWRITER.
It is understood and agreed by the parties hereto that the Underwriter
will receive as compensation for services it performs hereunder, pursuant to
a Plan of Distribution adopted by the Fund in compliance with Rule 12b-1
under the Investment Company Act of 1940, as amended, a monthly shareholder
servicing fee based upon the average net assets of the Fund calculated as
follows:
Monthly Shareholder Servicing Fee
(as a percentage of the
FUND'S AVERAGE NET ASSETS)
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1/12 x .25%
As set forth in said Plan of Distribution, the shareholder servicing fee
shall be used by the Underwriter to compensate broker-dealers, including the
Underwriter and its registered representatives, for their sale of Fund shares
and to pay certain other expenses of selling Fund shares.
7. LIMITATION OF THE UNDERWRITER'S AUTHORITY.
The Underwriter shall be deemed to be an independent contractor and,
except as specifically provided or authorized herein, shall have no authority
to act for or represent the Fund.
8. SUBSCRIPTION FOR SHARES--REFUND FOR CANCELLED ORDERS.
The Underwriter shall subscribe for the shares of the Fund only for the
purpose of covering purchase orders already received by it or for the purpose
of investment for its own account. In the event that an order for the
purchase of shares of the Fund is placed with the Underwriter by a customer
or dealer and subsequently cancelled, the Underwriter shall forthwith cancel
the subscription for such shares entered on the books of the Fund, and, if
the Underwriter has paid the Fund for such shares, shall be entitled to
receive from the Fund in refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares; or
(b) the net asset value of such shares at the time of cancellation by the
Underwriter.
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9. INDEMNIFICATION OF THE FUND.
The Underwriter agrees to indemnify the Fund against any and all
litigation and other legal proceedings of any kind or nature and against any
liability, judgment, cost, or penalty imposed as a result of such litigation
or proceedings in any way arising out of or in connection with the sale or
distribution of the shares of the Fund by the Underwriter. In the event of
the threat or institution of any such litigation or legal proceedings against
the Fund, the Underwriter shall defend such action on behalf of the Fund at
its own expense, and shall pay any such liability, judgment, cost, or penalty
resulting therefrom, whether imposed by legal authority or agreed upon by way
of compromise and settlement; provided, however, the Underwriter shall not be
required to pay or reimburse the Fund for any liability, judgment, cost, or
penalty incurred as a result of information supplied by, or as the result of
the omission to supply information by, the Fund to the Underwriter, or to the
Underwriter by a director, officer, or employee of the Fund who is not an
interested person of the Underwriter, unless the information so supplied or
omitted was available to the Underwriter or Management without recourse to
the Fund or any such person referred to above.
10. FREEDOM TO DEAL WITH THIRD PARTIES.
The Underwriter shall be free to render to others services of a nature
either similar to or different from those rendered under this contract,
except such as may impair its performance of the services and duties to be
rendered by it hereunder.
11. EFFECTIVE DATE, DURATION AND TERMINATION OF
AGREEMENT.
The effective date of this Agreement shall be as determined by the Fund
management. Wherever referred to in this Agreement, the vote or approval of
the holders of a majority of the outstanding voting securities of the Fund
shall mean the vote of 67% or more of such securities if the holders of more
than 50% of such securities are present in person or by proxy or the vote of
more than 50% of such securities, whichever is the lesser.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect only so long as such continuance is specifically approved
at least annually (a) by the Board of Directors of the Fund, or by the vote
of the holders of a majority of the outstanding voting securities of the
Fund, and (b) by a majority of the directors who are not interested persons
of the Underwriter or of the Fund cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Fund or by the vote of
the holders of a majority of the outstanding voting securities of the Fund,
or by the Underwriter, upon 60 days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment (as defined by the provisions of the Investment Company Act of
1940, as amended).
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12. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by the Underwriter and by vote of majority of the Board of Directors
of the Fund who are not interested persons of the Underwriter.
13. NOTICES.
Any notice under this Agreement shall be in writing, addressed,
delivered, or mailed, postage prepaid, to the other party at such address as
such other party may designate in writing for receipt of such notice.
IN WITNESS WHEREOF, The Fund and the Underwriter have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
Advantus Money Market Fund, Inc.
By
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Xxxxxxx X. Xxxxxxxx
Its President
Ascend Financial Services, Inc.
By
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Xxxxxx X. Xxxxxxxx
Its President
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