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 Series Fund,
Inc. (the "Fund"), an open-end diversified management investment company
organized as a series fund, 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's Capital Appreciation Portfolio (hereinafter "Portfolio"), 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 Portfolio, 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 Portfolio of the Fund:
(1) The investment of the assets of the Portfolio 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 Portfolio 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, including diversification of
the holdings of the Portfolio as a segregated asset
account in accordance with Section 817 of the Internal
Revenue Code, as amended (the "Code"), and Regulation
Section 1.817-5 thereunder, provided that the Adviser
shall be responsible for ensuring that each Portfolio is
"adequately diversified" if and to the extent required by
Section 817(h) of the Code and Regulation 1.817-5
thereunder. Within the framework of the investment
objectives, policies and restrictions of the Portfolio,
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 Portfolio. 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 Portfolio 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 Portfolio, 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
Portfolio or are under consideration for inclusion
therein; (2) formulate and implement a continuous
investment program for the Portfolio consistent with the
investment objective and related investment policies for
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
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 Portfolio, 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 Portfolio. 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 Portfolio. The Sub-Adviser shall render
such
-2-
reports to the Adviser and/or to the Fund's Board of
Directors concerning the investment activity and portfolio
composition of the Portfolio 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 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
Portfolio'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 Portfolio 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-
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 Portfolio hereunder, the Adviser shall pay to
the Sub-Adviser as full 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 Portfolio. 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
Portfolio 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 Portfolio shall be as described in the schedule below:
ASSETS* FEE
Total assets between $0 and $500 million 0.50%
Total assets between $500 million and $1 billion 0.45%
Total assets between $1 billion and $2 billion 0.35%
Total assets exceeding $2 billion 0.30%
*The term "assets" for purposes of the above schedule shall include all
assets advised or sub-advised by the Sub-Adviser for the Adviser or its
affiliates, in addition to those assets of the Portfolio. The aggregation of the
assets for purposes of the breakpoints, shall be calculated quarterly based upon
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 in the Portfolio.
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 Portfolio, 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
-4-
securities of the Portfolio 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
(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 Portfolio'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 Portfolio. The
Adviser and the Fund's Board of Directors acknowledge that this Portfolio 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 Portfolio 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.
(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
-5-
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 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: /s/Xxxxxxx X. Xxxxxxxx
------------------------------------
Its: President
-----------------------------------
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
------------------------------------
Xxx Xxxxxx
Its: General Counsel
-----------------------------------
-6-
