INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT, made as of the 1st day of May, 2000, 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
Credit Suisse Asset Management, LLC, a Delaware limited liability company,
registered as an investment adviser under the Investment Advisers Act of 1940
(the "Sub-Adviser").
WHEREAS, the Adviser is the Investment Adviser to Advantus Enterprise Fund,
Inc. (the "Fund"), an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
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 and the
Sub-Adviser desires to furnish such services to the Adviser;
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 investment and reinvestment of
the Fund, 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 herein provided. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, except as expressly
provided or authorized, 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 THE SUB-ADVISER
(a) The Sub-Adviser shall provide the following services and assume the
following obligations with respect to the Fund:
(1) 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 of
the Fund and shall conform to the investment objectives, policies
and restrictions of the Fund 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. Within the framework
of the investment objectives, policies and restrictions of the
Fund, and subject to the supervision of the Adviser, the
Sub-Adviser shall have the sole and exclusive responsibility for
the making and execution of all investment decisions for the
Fund. The Adviser will provide copies of the Articles of
Incorporation, Bylaws, Registration Statement, current Prospectus
and Statement of Additional Information of the Fund, as well as
any current interpretations by the Board of Directors of the Fund
or the Adviser of the investment objectives, policies and
restrictions of the Fund set forth therein, prior to commencement
of the Sub-Adviser's services hereunder and 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.
(2) In carrying out its obligations to manage the investments and
reinvestments of the assets of the Fund, the Sub-Adviser shall:
(1) 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 Fund or are under consideration for inclusion
therein; (2) formulate and implement a continuous investment
program for the Fund consistent with the investment objectives
and related investment policies for such Fund as set forth in
the Fund's registration statement, as amended; and (3) take such
steps as are necessary to implement the aforementioned investment
program by purchase and sale of securities including the placing
of orders for such purchases and sales.
(3) In connection with the purchase and sale of securities of the
Fund, the Sub-Adviser shall arrange for the transmission to the
Adviser and the Custodian for the Fund on a daily basis such
confirmation, trade tickets and other documents as may be
necessary to enable them to perform their administrative
responsibilities with respect to the Fund. With respect to
portfolio securities to be purchased or sold through the
Depository Trust Company, the Sub-Adviser shall arrange for the
automatic transmission of the I.D. confirmation of the trade to
the Custodian of the Fund. 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 Fund in such form and at such intervals as the Adviser or the
Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Fund, place or direct
the placement of orders for the execution of portfolio
transactions in accordance with the policies with respect
thereto, as set forth in the
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Fund's Registration Statement, as amended from time to time, and
under the 1933 Act and the 1940 Act. In connection with the
placement of orders for the execution of the Fund'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 Section 31(a) of the
1940 Act. All records 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, the Fund 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.
(5) 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 Fund'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 Fund or
the Sub-Adviser's overall responsibilities to the Sub-Adviser's
discretionary accounts.
(b) The Sub-Adviser shall use the same skill and care in providing
services to the Fund as it uses in providing services to other fiduciary
accounts for which it has investment responsibility. The Sub-Adviser will
conform with all applicable rules and regulations of the Securities and Exchange
Commission.
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.
4. COMPENSATION
In payment for the investment sub-advisory services to be rendered by the
Sub-Adviser in respect of the Fund hereunder, the Adviser shall pay to the
Sub-Adviser as full
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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 Fund.
The fee shall be accrued daily and shall be based on 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 pursuant to the Articles of Incorporation, Bylaws and
currently effective Prospectus and Statement of Additional Information of the
Fund. The fee shall be payable in arrears on the last day of each calendar
month.
The amount of such annual fee, as applied to the average daily value of the
net assets of the Fund shall be as described in the schedule below:
ASSETS* FEE
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Total assets between $0 and $500 million 0.65%
Total assets between $500 million and $1 billion 0.60%
Total assets between $1 billion and $2 billion 0.50%
On all assets in excess of $2 billion 0.45%
*The term "assets" for purposes of the above schedule shall include all
assets advised or sub-advised by the Sub-Adviser for the Adviser, in addition to
those assets of the Fund. The aggregation of the assets for purposes of the
breakpoints, shall be calculated quarterly based on the aggregate assets on
March 31st, June 30th, September 30th and December 31st of each calendar year
(or portion thereof) that this Agreement is effective, with the fee rate
determined on each such date being applicable to the following period and
applied to all assets back to the first dollar of the Fund.
5. RENEWAL AND TERMINATION
This Agreement shall continue in effect for a period of 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 Fund, 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 Fund on sixty days' prior written notice,
or (ii) by either party hereto upon sixty 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 outstanding voting securities" shall have the meanings set forth
in the 1940 Act.
6. GENERAL PROVISIONS
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(a) The Sub-Adviser may rely on information reasonably believed by it to
be accurate and reliable. Except as may otherwise be 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 Fund'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 Fund or to its shareholders 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.
(b) The Adviser and the Fund's Board of Directors understand that the
value of investments made for the Account 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 Fund. The Adviser
and the Fund's Board of Directors acknowledge that this Fund 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
Fund by Sub-Adviser are subject to various market and business risks.
(c) 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" of parties to this Agreement, by a vote
cast in person at a meeting called for the purpose of voting on such approval,
and by a majority of the outstanding voting securities of the Fund.
(d) The Adviser understands that the Sub-Adviser now acts, will continue to
act, or may act in the future, as investment adviser to fiduciary and 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 Fund. Nothing in this
Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell
or to recommend for purchase or sale, with respect to the Fund, 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.
(e) 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
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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.
(f) Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Minnesota. 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.
(g) 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 and the Fund at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx,
Xxxxxxxxx 00000-0000, and the Sub-Adviser at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (Attention: General Counsel).
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
ADVANTUS CAPITAL MANAGEMENT, INC.
By:
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Its:
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
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Xxx Xxxxxx
Its: GENERAL COUNSEL
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