ADVANTUS REAL ESTATE SECURITIES FUND INC
DEFA14A, 2000-03-21
Previous: NAVARONE INC, 8-K, 2000-03-21
Next: ADVANTUS REAL ESTATE SECURITIES FUND INC, DEFS14A, 2000-03-21


<PAGE>   1

                                  SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     Filed by the registrant [X]

     Filed by a party other than the registrant [ ]

     Check the appropriate box:

     [ ] Preliminary proxy statement.       [ ] Confidential, for use of the
                                                Commission only (as permitted by
                                                Rule 14a-6(e)(2).

     [ ] Definitive proxy statement.

     [X] Definitive additional materials.

     [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

                   Advantus Real Estate Securities Fund, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

     [X] No fee required.

     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.

     (1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

     (2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

     (4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

     (5) Total fee paid:

- --------------------------------------------------------------------------------

     [ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

     [ ] Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

     (1) Amount Previously Paid:

- --------------------------------------------------------------------------------

     (2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

     (3) Filing Party:

- --------------------------------------------------------------------------------

     (4) Date Filed:

- --------------------------------------------------------------------------------




<PAGE>   2

Dear Advantus Shareholder:

     I am writing today to inform you that on April 17, 2000, a Special Joint
Meeting of Shareholders of the Advantus Funds will be held at the offices of
Advantus Capital Management, Inc. in order to vote on several important
proposals.

     Enclosed you will find a detailed Proxy Statement and a proxy card for you
to register your vote and mail back to us. You will also find a summary of the
proposals in a "Question and Answer" format that will provide answers to many of
your anticipated questions. After you have read the enclosed materials, please
fill out your proxy card, sign it and send it back to us.

YOUR PROMPT VOTE MAKES A BIG DIFFERENCE

     It is very important that you vote as soon as possible since many of these
proposals require that a majority of the shareholders participate in the voting
process. If the required number of shareholders do not participate, additional
mailings and shareholder solicitation will need to take place at the expense of
the Fund. Your prompt vote will help save time and money.

THE BOARD OF DIRECTORS RECOMMENDS A "YES" VOTE FOR EACH PROPOSAL

     All of the proposals have been thoroughly reviewed by each Fund's Board of
Directors, whose role is to protect your interest as a shareholder. The Funds'
Board of Directors believes that the proposals are in the best interest of the
applicable Fund and its shareholders and unanimously recommends that you vote
FOR each proposal.

THREE WAYS TO VOTE

     We've made the voting process as easy and convenient as possible. You can
vote by phone -- call the toll free number on your proxy card, by
Internet -- www.proxyvote.com, or by mail -- see the enclosed proxy card.
Whatever your choice, simply follow the instructions on your proxy card. We ask
that you help the Fund avoid the cost of further solicitation by casting your
vote as soon as possible.

     Thank you for investing with Advantus and taking the time to cast this very
important vote.

Sincerely,

/s/ William N. Westhoff
William N. Westhoff
President
<PAGE>   3

Here is a brief overview of the proposals that are being recommended for your
Advantus Fund. Please read the full text of the proxy statement before deciding
how to vote on these proposals.

What proposals am I being asked to vote on?

    Shareholders are being asked to elect Board members and ratify the selection
    of independent public accountants. In addition, shareholders at this meeting
    will vote on proposals to:

    - Change or eliminate some of the Funds' investment policies.
    - Change the investment objective of Horizon Fund.
    - Approve amended Investment Advisory Agreements.
    - Approve new Sub-Advisory Agreements for Enterprise Fund and Venture Fund.

    Some of these proposals affect all Funds, while others affect only certain
    Funds. Please refer to page 3 of the proxy statement to see what proposals
    apply to your Fund.

How does the Board recommend that I vote?

    After careful consideration, the Board recommends that you vote FOR each
    proposal.

What do Board members and independent public accountants do?

    Board members represent the interests of shareholders and oversee the
    management of the Funds. Independent public accountants review the financial
    statements prepared for each Fund and give an opinion on whether they
    present fairly the financial position of the Fund.

Why is the Board recommending changes to, or the elimination of, some of the
Funds' investment policies?

    Each Fund has a number of investment policies that are "fundamental," which
    means that they may be changed only with the approval of shareholders. These
    fundamental policies differ significantly from Fund to Fund. This is in part
    because the Funds commenced operations at different times, and the wording
    of the Funds' investment policies has evolved over time. Also, some of the
    older Funds have fundamental policies that were adopted in response to state
    securities regulations that no longer apply to mutual funds. Because having
    different fundamental policies among the Funds presents difficulties from a
    compliance standpoint, and because some of the Funds' fundamental policies,
    in the opinion of Fund management, are unnecessarily restrictive in light of
    modern investment practices, the Board is recommending that the Funds'
    investment policies be standardized and that some policies be eliminated.

Why is the Board recommending a change in the investment objective of Advantus
Horizon Fund?

    The Fund's current investment objective is long-term growth of capital
    combined with a moderate level of current income. However, it has become
    increasingly difficult to find securities that pay dividends, and the Fund
    has not paid income dividends to shareholders in several years. Therefore,
    the Board is recommending that the Fund's objective be changed to "long term
    growth of capital," eliminating income as an objective.

What amendments are being proposed to the Funds' Investment Advisory Agreements?

    The Board is recommending that shareholders of each Fund approve a new
    Investment Advisory Agreement with Advantus Capital Management. These new
    agreements include a number of changes, which are discussed in detail in the
    proxy statement under "PROPOSAL FOUR."
<PAGE>   4

    For Bond Fund, Cornerstone Fund, Enterprise Fund, Horizon Fund,
    International Balanced Fund, Mortgage Securities Fund, Spectrum Fund and
    Venture Fund, these changes include:

    - A decrease in advisory fees, the addition of, or a change in, advisory fee
      breakpoints, and deletion of the requirement that Advantus Capital pay the
      cost of the Fund's transfer agent, dividend disbursing agent and
      redemption agent services. Because the costs to your Fund of transfer
      agent, dividend disbursing agent and redemption agent services will exceed
      the decrease in advisory fees, the net effect of these changes is to
      increase each Fund's total expense ratio. However, Advantus Capital has
      guaranteed to maintain the total expenses of the Funds at their current
      levels through at least fiscal 2001. The Board does not believe that it
      would be in your best interest to decrease advisory fees by an amount
      equal to the cost of transfer agent, dividend disbursing agent and
      redemption agent services. Competition among mutual funds for qualified
      portfolio managers, analysts and sub-advisors has increased, and the
      proposed advisory fees have been designed to allow Advantus Capital to
      meet this competition.

    For Index 500 Fund, Money Market Fund and Real Estate Securities Fund, the
    following change has been proposed:

    - The addition of breakpoints to the advisory fee schedule. The base
      investment advisory fee will remain unchanged, but as a Fund's assets
      reach certain specified levels, the advisory fee will decrease for all
      assets above those levels. Although none of the Funds is currently large
      enough to be impacted by the proposed breakpoints, as each Fund becomes
      larger and reaches its first breakpoint, its advisory fee will decrease as
      a percentage of its net assets.

    In addition, the following two changes to all of the Funds' current advisory
    agreements have been proposed:

    - The addition of a provision that will allow Advantus Capital to hire a
      sub-advisor. (The advisory agreement for the International Balanced Fund
      already has this type of provision.) Despite the addition of this
      provision, the Investment Company Act, as currently interpreted, would
      prevent Advantus Capital from hiring a sub-advisor without shareholder
      approval of the sub-advisory agreement.

    - The addition of a provision that will allow each Fund's advisory agreement
      to be amended without shareholder approval, but only if this would be
      permitted under the Investment Company Act. Current interpretations of the
      Investment Company Act permit this to be done only when Fund shareholders
      will not be adversely affected. For example, shareholder approval of an
      amendment to decrease investment advisory fees is not required. The
      proposed change would save the Funds the expense of proxy solicitations in
      the case of these types of amendments.

Why are Enterprise Fund and Venture Fund being asked to approve new sub-
advisory agreements?

    For the past 18 months, Advantus Capital has focused on better defining and
    positioning itself within the marketplace. In connection with this
    initiative, Advantus Capital has determined that it will no longer manage
    small capitalization portfolios. Advantus Capital has therefore proposed:

    - a new sub-advisory agreement between Advantus Capital and State Street
      Research & Management Company for Venture Fund, and

    - a new sub-advisory agreement between Advantus Capital and Credit Suisse
      Asset Management, LLC for Enterprise Fund.

    Information about these two experienced investment advisors can be found in
    the proxy statement. Sub-advisory fees will be paid by Advantus Capital, not
    by the Funds, so there will be no increase in Fund expenses as a result of
    hiring these sub-advisors.
<PAGE>   5

Three Easy Ways To Vote

It's fast, convenient and your vote is immediately confirmed and posted.

- - By Phone:
Using a touch-tone phone, call the toll-free number located on your proxy card.
Follow these 4 easy steps:
1. Read the accompanying Proxy Statement and proxy card.
2. Call the toll-free number.
3. Enter your 12-digit control number located on your proxy card.
4. Follow the simple instructions.

- - By Internet:
Log on to www.proxyvote.com. Follow these 4 easy steps:
1. Read the accompanying Proxy Statement and proxy card.
2. Go to web site www.proxyvote.com.
3. Enter your 12-digit control number located on your proxy card.
4. Follow the simple instructions.

- - By Mail:
Follow the instructions on the enclosed proxy card and mail it back to us in the
envelope provided.
<PAGE>   6
PROXY CONTENT FOR ADVANTUSFUNDS.COM
2/22/2000



ADVANTUS HOME PAGE: Button, title undetermined

PROXY INFORMATION PAGE:

In March, shareholders of Advantus Mutual Funds were mailed a proxy statement
asking for approval of several changes that were approved by the Board of
Directors.

You can review the Letter To Shareholders, Proxy Questions and Answers, and the
Proxy Statement. You may cast your vote by any of the following methods:

BY INTERNET: Visit our On-line Proxy Voting site, enter the 12-digit control
number listed on your proxy card you received in the mail and follow the
instructions on the web site.

BY MAIL: Complete and sign the proxy card and return it in the envelope
provided.

BY TELEPHONE: Call the toll-free number on your proxy card. Enter the 12-digit
control number listed on the proxy card, then follow the recorded instructions.

However you choose to vote, it is important that you vote now.

IF YOU HAVE ANY QUESTIONS ABOUT THE VOTING PROCESS:
Advantus will assist shareholders in the voting process. We invite you to call
1-800-665-6005 (and select the "0" option for personal assistance) between 7:30
a.m. and 5:15 p.m. (Central time) any business day.

If we have not received your proxy card before March 28, 2000, a representative
of the Funds' proxy solicitor, Shareholder Communications Corporation, may call
to remind you to exercise your right to vote. Voting before March 28 will avoid
the expense of additional solicitation.

For more complete information about any Advantus Funds, including sales charges
and expenses, view or ask your financial adviser for a prospectus(es). Please
read the prospectus(es) carefully before you invest or send money.

INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK
GUARANTEE

                     ASCEND FINANCIAL SERVICES, INC. 3/2000
 [an error occurred while processing this directive]

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission