INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, Made this 1st day of May, 2000, by and between
Advantus Venture 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 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.
In providing the services and assuming the obligations set forth
herein, Management may at its expense employ one or more Sub-Advisers, or may
enter into such service agreements as Management deems appropriate in connection
with the performance of its duties and obligations hereunder. Reference herein
to the duties and responsibilities of Management shall include any Sub-Adviser
employed by Management to the extent Management shall delegate such duties and
responsibilities to the Sub-Adviser. Any agreement between Management and any
Sub-Adviser shall be subject to the approval of the Fund, its Board of
Directors, and Shareholders as required by the Investment Company Act of 1940,
as amended, and such Sub-Adviser shall at all times be subject to the direction
of the Board of Directors of the Fund and any duly constituted committee thereof
or any officer of the Fund acting pursuant to like authority.
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 monthly
fee, which fee shall be paid to Management not later than the fifth business day
following the end of each calendar month in which said services were rendered.
Said monthly 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 month pursuant to the Articles of Incorporation, Bylaws
and currently effective Prospectus and Statement of Additional Information, if
any, of the Fund. The amount of such fee as applied to the average daily value
of the net assets of the Fund on an annual rate, shall be as described in the
schedule below:
ASSETS FEE
------ ---
On the first $1 billion in assets 0.70%
On the next $1 billion in assets 0.68%
On all assets in excess of $2 billion 0.66%
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 Ascend
Financial Services, Inc., underwriter of the Fund's shares
(the "Underwriter"), or any of their affiliates, expenses
of directors' and shareholders' meetings, including the
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, transfer agent and shareholder
servicing expenses, 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) Management agrees to absorb all Fund costs and expenses
which exceed 1.40% of Class A average daily net assets,
2.25% of Class B average daily net assets and 2.25% of
Class C average daily net assets through the fiscal year of
the Fund ending on July 31, 2001.
(c) 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
This Agreement shall become effective upon the later of its
approval by Shareholders or the date of its execution first above written.
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 for a period of more than two years from
the date of its execution only so long as such continuance is specifically
approved at least annually 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 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.
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
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.
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.
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 Venture Fund, Inc.
By____________________________________
Xxxxxxx X. Xxxxxxxx
Its President
Advantus Capital Management, Inc.
By____________________________________
Xxxxxxxxx X. Xxxxxxxxx
Its Senior Vice President
