INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, Made this 1st day of March, 1995, by and between
Advantus Horizon Fund, Inc., a Minnesota corporation (the "Fund") and
Advantus Capital Management, Inc., a Minnesota corporation ("Management").
WITNESSETH:
1. INVESTMENT ADVISORY AND MANAGEMENT SERVICES.
The Fund hereby engages Management, and Management hereby agrees to
act, as investment adviser for, and to manage the affairs, business, and the
investment of the assets of the Fund.
The investment of the assets of the Fund 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, if any, of the Fund and shall conform to the
investment objective and policies of the Fund as set forth in such documents
and as interpreted from time to time by the Board of Directors of the Fund.
Within the framework of the objective and investment policies and
restrictions of the Fund, Management shall have the sole and exclusive
responsibility for the management of the Fund's portfolio and the making and
execution of all investment decisions for the Fund. Management shall report
to the Board of Directors regularly at such times and in such detail as the
Board may from time to time determine to be appropriate, in order to permit
the Board to determine the adherence of Management to the investment policies
of the Fund.
Management shall, at its own expense, furnish the Fund office space
and all necessary office facilities, equipment, and personnel for servicing
the investments of the Fund. Management shall arrange for officers or
employees of Management to serve without compensation from the Fund as
directors, officers, or employees of the Fund if duly elected to such
positions by the shareholders or directors of the Fund.
Management shall arrange for the services of a transfer agent,
dividend disbursing (including reinvestment) agent and redemption agent to be
provided to the Fund, which services shall be provided at the expense of
Management and without compensation from the Fund.
Management hereby acknowledges that all records necessary in the
operation of the Fund, including records pertaining to its shareholders and
investments, are the property of the Fund, and in the event that a transfer
of management or investment advisory services to someone other than
Management should ever occur, Management will promptly, and at its own cost,
take all steps necessary to segregate such records and deliver them to the
Fund.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and other services to be
rendered by Management hereunder, the Fund shall pay to Management a
quarterly fee, which fee shall be paid to Management not later than the fifth
business day following the end of each calendar quarter in which said
services were rendered. Said quarterly fee shall be based on the average of
the net asset values of all of the issued and outstanding shares of the Fund
as determined as of the close of each business day of the quarter pursuant to
the Articles of Incorporation, Bylaws and currently effective Prospectus and
Statement of Additional Information, if any, of the Fund and shall be equal
to an annual rate of .8 of 1.0% of the Fund's average daily net assets. The
fee shall be pro rated for any fraction of a month at the commencement or
termination of this Agreement.
3. ALLOCATION OF EXPENSES.
(a)In addition to the fee described in Section 2 hereof, the Fund
shall pay all its costs and expenses which are not assumed by
Management. The Fund expenses include, by way of example, but not by
way of limitation, all expenses incurred in the operation of the
Fund and any public offering of its shares, including, among others,
interest, taxes, brokerage fees and commissions, fees of the
directors who are not employees of Management or MIMLIC Sales
Corporation, underwriter of the Fund's shares (the "Underwriter"),
or any of their affiliates, expenses of directors' and shareholders'
meetings, including the
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cost of printing and mailing proxies, expenses of insurance premiums
for fidelity and other coverage, expenses of redemption of shares,
expenses of issue and sale of shares (to the extent not borne by the
Underwriter under its agreement with the Fund), expenses of printing
and mailing stock certificates representing shares of the Fund,
association membership dues, charges of custodians, and bookkeeping,
auditing, and legal expenses. The Fund will also pay the fees and
bear the expense of registering and maintaining the registration of
the Fund and its shares with the Securities and Exchange Commission
and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing Prospectuses
and reports to shareholders.
(b)The Underwriter shall bear 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.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
Management shall be free to render services to others similar to
those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered or the duties to be
assumed hereunder.
5. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
The effective date of the Agreement shall be March 1, 1995. 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 until the next annual meeting of the Fund's
shareholders and from year to year thereafter,
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but only so long as such continuance is specifically approved at least
annually by the Board of Directors of the Fund, including the specific
approval of a majority of the directors who are not interested persons of
Management, the Underwriter, or the Fund, cast in person at a meeting called
for the purpose of voting on such approval, or by the vote of the holders of
a majority of the outstanding voting securities of the Fund.
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 Management, upon 60 days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment as such term is defined by the Investment Company Act of 1940, as
amended.
6. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Fund.
7. 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 Management have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
Advantus Horizon Fund, Inc.
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its President
Advantus Capital Management, Inc.
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Its Senior Vice President
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