ADMINISTRATIVE SERVICE AGREEMENT
AGREEMENT made as of the 1st of April, 2003, by and between
Advantus Series Fund, Inc., a Minnesota corporation, having its principal office
and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
(the "Fund"), and Minnesota Life Insurance Company, ("Minnesota Life"), a
Minnesota corporation having its principal office and place of business at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS, the Fund has entered into contracts with State Street
Bank and Trust Company ("State Street") to provide certain investment accounting
and administrative services to the Fund; and
WHEREAS, the Fund has reserved certain accounting, auditing,
legal and other administrative tasks and responsibilities ("Administrative
Services") to be performed by Minnesota Life rather than State Street; and
WHEREAS, the Fund desires to engage Minnesota Life to provide
the Administrative Services to the Fund, and Minnesota Life desires to provide
such Administrative Services;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of Minnesota Life
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Minnesota Life, and Minnesota
Life hereby agrees to provide certain accounting, auditing, legal and other
administrative services to the Fund.
1.02 Minnesota Life agrees that it will perform such services
as are required by the Fund and are not provided by State Street, including,
without limitation, the following:
(a) register or qualify, and maintain the registrations or
qualifications, of the Fund and its Shares under state or other securities laws.
(b) provide oversight for each Portfolio of the Fund, of the
calculation of its net asset value per Share by State Street at such times and
in such manner as specified in the Fund's current prospectus and statement of
additional information and at such other times as the parties hereto may from
time to time agree upon;
(c) provide oversight with regard to the determination by
State Street of the amount of the Fund's distribution of dividends and capital
gains, for each Portfolio, and the
calculation of the amount of such dividends and capital gains to be received per
Share and calculate the number of additional Shares to be received by each
Portfolio Shareholder;
(d) provide oversight regarding State Street's preparation and
maintenance of all accounting records required by the Fund, including a general
ledger;
(e) prepare the Fund's annual and semi-annual financial
statements;
(f) provide oversight regarding State Street's preparation of
the Fund's income, excise and other tax returns;
(g) file the Fund's income, excise and other tax returns after
their preparation by State Street;
(h) provide audit assistance in conjunction with the Fund's
independent auditors;
(i) provide such legal services as the parties hereto may from
time to time agree upon, including without limitation preparation and filing
with the Securities and Exchange Commission of the annual or more frequent
post-effective amendments to the Fund's registration statement and the Fund's
proxy materials; and
(j) provide such other Administrative Services as the parties
hereto may from time to time agree upon.
Procedures applicable to certain of these services may be
established from time to time by agreement between the Fund and Minnesota Life.
Article 2 Compensation for Services
2.01 In payment for the Administrative Services to be
performed by Minnesota Life hereunder, the Fund shall pay to Minnesota Life a
fee in accordance with Schedule A hereto.
2.02 In addition to the fee paid under Section 2.01 above, the
Fund will reimburse Minnesota Life for out-of-pocket expenses or advances
incurred by Minnesota Life in connection with Minnesota Life's performance of
services hereunder.
Article 3 Representations and Warranties of Minnesota Life
Minnesota Life represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in
good standing under the laws of the State of Minnesota.
3.02 It is duly qualified to carry on its business in the
State of Minnesota.
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3.03 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to Minnesota Life that:
4.01 It is a corporation duly organized and existing and in
good standing under the laws of Minnesota.
4.02 It is empowered under applicable laws and by its Articles
of Incorporation and Bylaws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and Bylaws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940. The Fund is a
series company, consisting of several separate Portfolios, each with its own
investment objectives.
4.05 A registration statement under the Securities Act of 1933
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of the Fund being offered for sale.
Article 5 Indemnification
5.01 Minnesota Life shall not be responsible for, and the Fund
shall indemnify and hold Minnesota Life harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of Minnesota Life or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Fund's lack of good faith, negligence
or willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by Minnesota Life or its agents or
subcontractors of information, records and documents which (i) are received by
Minnesota Life or its agents or subcontractors and furnished to it by or on
behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or
any other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by Minnesota Life or
its agents or subcontractors of any instructions or requests of the Fund.
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5.02 Minnesota Life shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by Minnesota Life as a result of Minnesota Life's
lack of good faith, negligence or willful misconduct.
5.03 At any time Minnesota Life may apply to any officer of
the Fund for instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be performed by Minnesota
Life under this Agreement, and Minnesota Life and its agents or subcontractors
shall not be liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or in good faith reliance upon
the opinion of such counsel. Minnesota Life, its agents and subcontractors shall
be protected and indemnified in acting upon any paper or document furnished by
or on behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided Minnesota Life or its agents or
subcontractors by machine readable input, telex, CRT data entry or other similar
means authorized by the Fund, and shall not be held to have notice of any change
of authority of any person, until receipt of written notice thereof from the
Fund. Minnesota Life, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of the Fund, and
the proper countersignature of any current or former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 Covenants of the Fund and Minnesota Life
6.01 Minnesota Life shall keep records relating to the
services to be performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, Minnesota
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Life agrees that all such records prepared or maintained by Minnesota Life
relating to the services to be performed by Minnesota Life hereunder are the
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Fund on and in accordance with its request.
6.02 Minnesota Life and the Fund agree that all books,
records, information and data pertaining to the business of the other party
which are exchanges or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
6.03 In the case of any requests or demands for the inspection
of the Shareholder records of the Fund, Minnesota Life will endeavor to notify
the Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. Minnesota Life reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
Article 7 Effective Date, Duration and Termination of Agreement
7.01 The effective date of this Agreement shall be the date
above, or the date State Street begins performing services for the Fund, or such
other date as selected by management of the Fund. Unless sooner terminated as
hereinafter provided, this Agreement shall continue in effect until the next
regular meeting of the Fund's shareholders and from year to year thereafter, 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 the Fund, cast in
person at a meeting called for the purpose of voting on such approval.
7.02 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
Minnesota Life, upon 60 days' written notice to the other party.
Article 8 Assignment
8.01 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.
Article 9 Amendment
9.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund, including a majority of the directors who
are not interested persons of the Fund, cast in person at a meeting called for
the purpose of voting on such approval.
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Article 10 Minnesota Law to Apply
10.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of
Minnesota.
Article 11 Merger of Agreement
11.01 This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
Article 12 Notices
12.01 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 parties hereto have caused this
Agreement to be executed in their names and on their behalf under their seals by
and through their duly authorized officers, as of the day and year first above
written.
ADVANTUS SERIES FUND, INC.
By
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
MINNESOTA LIFE INSURANCE COMPANY
By
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
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ADVANTUS SERIES FUND, INC.
SCHEDULE A
(As effective January 1, 2005)
Minnesota Life shall receive, as compensation for its services
pursuant to this Agreement, a monthly fee determined in accordance with the
following table:
Monthly Administrative
Services Fee
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Bond Portfolio $2,600
Money Market Portfolio $2,600
Mortgage Securities Portfolio $2,600
Index 500 Portfolio $2,600
Maturing Government Bond 2006 Portfolio $2,600
Maturing Government Bond 2010 Portfolio $2,600
International Bond Portfolio $2,600
Index 400 Mid-Cap Portfolio $2,600
Real Estate Securities Portfolio $2,600
Said monthly fees shall be paid to Minnesota Life not later
than five days following the end of each calendar quarter in which said services
were rendered.
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