EXHIBIT (d)(1)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made the 1st day of May, 2000, and amended with respect
to Schedule A hereto the 28th day of December, 2004, by and between Advantus
Series Fund, Inc., a Minnesota corporation (the "Fund") and Advantus Capital
Management, Inc., a Minnesota corporation ("Adviser");
WITNESSETH:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company registered as such under the Investment Company
Act of 1940 (the "Investment Company Act") and offers for sale distinct series
of shares of common stock (each a "Portfolio"), each of which Portfolios pursues
its investment objectives through separate policies;
WHEREAS, the Adviser is engaged in rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940;
WHEREAS, the Fund desires and intends to have one or more investment
advisers ("Sub-Advisers") provide investment advisory and portfolio management
services with respect to the Portfolios other than those Portfolios managed by
the Adviser; and
WHEREAS, the Fund desires to appoint the Adviser to provide investment
advisory and management services to the Fund and each Portfolio as now exists
and as hereafter may be established in the manner and on the terms hereinafter
set forth, and the Adviser is willing to furnish such services.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties do hereby agree as follows:
Section 1. Appointment of Adviser
The Fund appoints the Adviser to act as the investment adviser to and
manager of the Fund and the Portfolios, to manage the investment and
reinvestment of the assets of those Portfolios and to administer each
Portfolio's affairs subject to the supervision of the Board of Directors of the
Fund on the terms and conditions set forth in this Agreement. The Adviser
accepts such appointment and agrees to render the services and to assume the
obligations set forth in this Agreement.
The Adviser will for all purposes provided in this Agreement be deemed
to be an independent contractor and will have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund,
unless otherwise expressly provided or authorized either in this Agreement or in
another writing by the Fund. The Fund retains the ultimate responsibility and
authority for direction and control of the services provided by the Adviser
pursuant to this Agreement.
Section 2. Duties of the Adviser
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. Within the framework of
the investment objectives, policies and restrictions of the Fund, the Adviser
shall have the sole and
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exclusive responsibility for the management of the Fund's several Portfolios and
the making and execution of all investment decisions for the Fund and those
Portfolios which the Adviser manages directly.
In carrying out its obligations to manage the investments and
reinvestments of the assets of the Portfolios of the Fund, the 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's Portfolios or are
under consideration for inclusion therein; (2) formulate and implement a
continuous investment program for each Portfolio consistent with the investment
objective and related investment policies for each such Portfolio as set forth
in the Fund's registration statement, as amended; and (3) take such steps as are
necessary to implement the aforementioned investment programs by purchase and
sale of securities including the placing of orders for such purchases and sales.
The Adviser shall report to the Board of Directors of the Fund
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 the Adviser to the investment objectives, policies and restrictions
of the Fund and of each of its Portfolios.
The Adviser 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. The Adviser shall arrange for officers or employees of
the Adviser to serve without compensation from the Fund as directors, officers
or employees of the Fund if duly elected or appointed to such positions by the
shareholders, directors or officers of the Fund.
The Adviser shall maintain all records necessary in the operation of
the Fund including records pertaining to its shareholders and investments. The
Adviser hereby acknowledges that all such records are the property of the Fund,
and in the event that a transfer of management or
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investment advisory services to someone other than the Adviser should ever
occur, the Adviser will promptly and at its own cost, take all steps necessary
to segregate such records and deliver them to the Fund.
Section 3. Compensation for Services
In payment for the investment advisory services to be rendered by the
Adviser hereunder, the Fund shall pay to the Adviser as full compensation for
all services hereunder a fee computed separately for each Portfolio at an annual
rate, as set forth in Schedule A to this Agreement.
The amount of the fees as set forth in Schedule A hereto will be
deducted on each business day from the value of each Portfolio of the Fund prior
to determining the Portfolio's net asset value for the day and it shall be
transmitted or credited to the Adviser. The fee shall be based on the net asset
values of all of the issued and outstanding shares of such Portfolio 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.
Section 4. Use of Sub-Adviser
(a) Subject to the supervision and direction of the Board of Directors,
the Adviser will provide to the Fund investment management evaluation services
with respect to certain Portfolios principally by performing initial review of
prospective Sub-Advisers for those Portfolios and supervising and monitoring
Sub-Adviser performance thereafter. The Adviser agrees to report to the Fund the
results of its evaluation, supervision and monitoring functions and to keep
certain books and records of the Fund in connection therewith. The Adviser
further agrees to communicate performance expectations and evaluations to the
Sub-Advisers, and to recommend to the Fund whether agreements with Sub-Advisers
should be renewed, modified or terminated.
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(b) The Adviser is responsible for informing the Sub-Advisers of the
investment objective(s), policies and restrictions of the Portfolio(s) for which
the Sub-Adviser is responsible, for informing or ascertaining that it is aware
of other legal and regulatory responsibilities applicable to the Sub-Adviser
with respect to the Portfolio(s) for which the Sub-Adviser is responsible, and
is not responsible for the specific actions (or inactions) of a Sub-Adviser in
the performance of the duties assigned to it.
(c) The Adviser shall enter into an agreement(s) ("Sub-Advisory
Agreement") with one or more Sub-Advisers for each Portfolio which the Adviser
does not manage directly. The Sub-Advisory Agreement between the Adviser and any
Sub-Adviser shall be subject to the approval of the Fund's Board of Directors.
(d) The Adviser shall be responsible for the fees payable to and shall
pay the Sub-Adviser of each Portfolio the fee as specified in the Sub-Advisory
Agreement relating thereto.
Section 5. Allocation of Expenses
In addition to the fee described in Section 3 hereof, the Fund shall
pay all its costs and expenses which are not assumed by the Adviser. These Fund
expenses include, by way of example, but not by way of limitation, all expenses
incurred in the operation of the Fund including, among others, interest, taxes,
brokerage fees and commissions, fees of the directors who are not employees of
the Adviser or any of its affiliates, expenses of the directors' and
shareholders' meetings, including the cost of printing and mailing proxies,
expenses of insurance premiums for fidelity and other coverage, association
membership dues, charges of custodians, 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
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qualifying its shares under state or other securities laws and the expense of
preparing and mailing prospectuses and reports to shareholders.
Each Portfolio will bear all expenses that may be incurred with respect
to its individual operation, including but not limited to transaction expenses,
advisory fees, brokerage, interest, taxes and the charges of the custodian. The
Fund will pay all other expenses not attributable to a specific Portfolio, but
those expenses will be allocated among the Portfolios on the basis of the size
of their respective net assets unless otherwise allocated by the Board of
Directors of the Fund.
Section 6. Freedom to Deal with Third Parties
The Adviser shall be free to render services to others, including other
investment companies, 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. It is understood and agreed that
the officers, directors and employees of the Adviser are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, directors or employees of any
other firm or corporation, including other investment companies.
Section 7. Conflicts of Interest
It is understood that directors, officers, agents and stockholders of
the Fund are or may be interested in the Adviser as directors, officers,
stockholders, or otherwise; that directors, officers, agents and stockholders of
the Adviser are or may be interested in the Fund as directors, officers,
stockholders or otherwise; that the Adviser may be interested in the Fund; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as
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otherwise provided in the Articles of Incorporation of the Fund and the Adviser,
respectively, or by specific provision of applicable law.
Section 8. Regulation
The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
Section 9. Effective Date, Duration and Termination of Agreement
This Agreement shall become effective upon its approval by the
Shareholders of the capital stock of each Portfolio, which shall be the date of
its execution first above written. This Agreement will continue in effect for a
period more than two years from the date of its execution only so long as such
continuance is specifically approved at least annually either by the Board of
Directors of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund, provided that in either event such continuance shall
also be approved by the vote of a majority of the directors of the Fund who are
not interested persons (as defined in the Investment Company Act) of any party
to this Agreement cast in person at a meeting called for the purpose of voting
on such approval. The required Shareholder approval of this Agreement or of any
continuance of this Agreement shall be effective with respect to a Portfolio if
a majority of the outstanding voting securities (as defined in Rule 18f-2(h)
under the Investment Company Act) of capital stock of that Portfolio votes to
approve the Agreement or its continuance, notwithstanding that the Agreement or
its continuance may not have been approved by a majority of the outstanding
voting securities of the Fund.
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If the Shareholders of capital stock of any Portfolio to which this
Agreement relates fail to approve the Agreement or any continuance of the
Agreement, the Adviser will continue to act as investment adviser with respect
to such Portfolio pending the required approval of the Agreement or its
continuance, of a new contract with the Adviser or a different adviser or other
definitive action; provided, that the compensation received by the Adviser in
respect of the Portfolio during such period will be no more than its actual
costs incurred in furnishing investment advisory and management services to the
Portfolio or the amount it would have received under the Agreement in respect of
the Portfolio, whichever is less.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Directors of the Fund or by the vote of a majority
of the outstanding voting securities of a Portfolio or by the Adviser, on sixty
days' written notice to the other party. This Agreement will automatically
terminate in the event of its assignment (as defined in the Investment Company
Act).
Section 10. Amendments to the Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of the Fund and by the vote of a majority of the directors of the
Fund who are not interested persons of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such approval. The
required shareholder approval shall be effective with respect to any Portfolio
to which this Agreement relates if a majority of the outstanding voting
securities of the capital stock of that Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of the Fund. Notwithstanding the foregoing,
this Agreement may be amended without shareholder approval to the extent such is
permitted under then-current regulatory interpretations of the Investment
Company Act.
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Section 11. Notice of Information
Each party hereto shall advise the others promptly of (a) any action of
the Securities and Exchange Commission or any authorities of any state or
territory, of which it has knowledge, affecting registration or qualification of
the Fund, and (b) the happening of any event which makes untrue any statement,
or which requires the making of any change, in the registration statement or
prospectus in order to make the statements therein not misleading.
Section 12. Entire Agreement
This Agreement contains the entire understanding and agreement of the
parties.
Section 13. Headings
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
Section 14 Receipt of 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 the receipt of such notice.
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IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
Advantus Series Fund, Inc.
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President
Advantus Capital Management, Inc.
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Financial Vice President
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DECEMBER 28, 2004
As compensation for the services to be rendered and the charges and
expenses to be assumed and paid by the Adviser, each Portfolio shall pay the
Adviser an annual fee based on the average daily net asset value of the
respective Portfolio in accordance with Section 3 of the Investment Advisory
Agreement and the following schedule:
Portfolio Fee Rate
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Bond Portfolio 0.40% of assets to $1 billion;
0.35% of assets exceeding $1 billion
Money Market Portfolio 0.30% of assets to $1 billion;
0.25% of assets exceeding $1 billion
Mortgage Securities Portfolio 0.40% of assets to $1 billion;
0.35% of assets exceeding $1 billion
Index 500 Portfolio 0.15% of assets to $1 billion;
0.10% of assets exceeding $1 billion
Maturing Government Bond -
2006 Portfolio 0.25%
Maturing Government Bond -
2010 Portfolio 0.25%
International Bond Portfolio 0.60% of assets to $1 billion;
0.55% of assets exceeding $1 billion
Index 400 Mid-Cap Portfolio 0.15% of assets to $1 billion;
0.10% of assets exceeding $1 billion
Real Estate Securities Portfolio 0.70% of assets to $1 billion;
0.65% of assets exceeding $1 billion
