<PAGE>
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sect. 240.14a-11(c) or Sect. 240.14a-12
MIMLIC Series Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Donald F. Gruber
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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 O-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>
MIMLIC SERIES FUND, INC.
400 ROBERT STREET NORTH
SAINT PAUL, MINNESOTA
------------------------
NOTICE OF REGULAR MEETING OF
SHAREHOLDERS OF THE MIMLIC SERIES FUND, INC.
APRIL 24, 1997
------------------------
NOTICE IS HEREBY GIVEN that a Regular Meeting of the shareholders of the
MIMLIC Series Fund, Inc. (the "Fund") will be held at the principal office of
the Fund, 400 Robert Street North, Saint Paul, Minnesota, at 9:30 a.m.,
Thursday, April 24, 1997, for the following purposes:
(1) the approval or disapproval of the recommendation of five nominees to be
elected to the Board of Directors at such regular meeting: Charles E.
Arner, Ellen S. Berscheid, Ralph D. Ebbott, Frederick P. Feuerherm and
Paul H. Gooding.
(2) the ratification or rejection of the selection of KPMG Peat Marwick LLP
as the independent certified public accountant for the year ending
December 31, 1997.
(3) the recommendation to shareholders of the MIMLIC Series Fund, Inc. that
they approve the amendment to Article I of the Articles of Incorporation,
changing the name of the Fund from MIMLIC Series Fund, Inc. to Advantus
Series Fund, Inc.
(4) the recommendation to shareholders of the MIMLIC Series Fund, Inc. that
they approve the amendment to Article IV of the Articles of Incorporation
increasing the total number of shares authorized for issue in the Fund
and establishing share allocation among the existing Portfolios.
(5) the recommendation to shareholders of the MIMLIC Series Fund, Inc. that
they approve the Investment Advisory Agreement by and between MIMLIC
Series Fund, Inc. and Advantus Capital Management, Inc., as approved by
the Directors of the Fund on January 14, 1997. APPROVAL OF THIS PROPOSAL
WILL NOT RESULT IN ANY INCREASE IN THE FEES AND EXPENSES INCURRED BY ANY
PORTFOLIO OR THE FUND.
(6) the recommendation to shareholders that the proposed Manager of Managers
Structure be approved by shareholders of the Fund and its Portfolios, as
approved by the Directors of the Fund on January 14, 1997.
(7) the recommendation to shareholders of the Capital Appreciation Portfolio
that they approve the Investment Sub-Advisory Agreement by and between
Advantus Capital Management, Inc. and Winslow Capital Management, Inc.
APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND
EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
(8) the recommendation to shareholders of the International Stock Portfolio
that they approve the Investment Sub-Advisory Agreement by and between
Advantus Capital Management, Inc. and Templeton Investment Counsel, Inc.
APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND
EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
Pursuant to the Bylaws of the Fund and a resolution of the Board of
Directors, the number of votes which each shareholder of the Portfolio may cast
will be determined as of March 3, 1997. To be entitled to vote, an otherwise
qualified shareholder must have been a shareholder of the Portfolio on March 3,
1997, the record date. The number of votes to which you are entitled is shown on
the enclosed form of proxy.
1
<PAGE>
WHETHER OR NOT YOU PLAN TO ATTEND THE REGULAR MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY. If you do attend the meeting,
you may revoke the Proxy and vote in person. THE DIRECTORS RECOMMEND THAT VOTES
BE CAST IN FAVOR OF THE PROPOSALS.
Paul H. Gooding
PRESIDENT
Saint Paul, Minnesota
March 10, 1997
2
<PAGE>
MIMLIC SERIES FUND, INC.
------------------------
PROXY STATEMENT
REGULAR MEETING OF SHAREHOLDERS
APRIL 24, 1997
------------------------
THE MEETING
The accompanying Proxy is solicited on behalf of the Board of Directors of
MIMLIC Series Fund, Inc. (the "Fund"), 400 Robert Street North, Saint Paul,
Minnesota 55101-2098, to be voted at a Regular Meeting of shareholders of the
Fund and of several of its Portfolios to be held on April 24, 1997, at 9:30 a.m.
and at any adjournment thereof (the "Meeting"). A number of proposals, described
further below, are to be voted upon at this meeting. THE DIRECTORS RECOMMEND
THAT VOTES BE CAST IN FAVOR OF THE PROPOSALS.
This Proxy Statement and accompanying Proxy are being mailed commencing
approximately March 10, 1997, or as soon thereafter as is practicable, to
contract owners entitled to instruct The Minnesota Mutual Life Insurance Company
("Minnesota Mutual") as to how certain shares held in Minnesota Mutual's
separate accounts should be voted at the Meeting. The cost of Proxy
solicitation, including the cost of preparing and mailing the Notice of Regular
Meeting of shareholders and this Proxy Statement, will be paid by the Fund.
Representatives of the Fund or MIMLIC Asset Management Company ("MIMLIC
Management") may, without cost to the Fund, solicit Proxies for the management
of the Fund by means of mail, telephone or personal interview.
Only Portfolio shareholders of record on March 3, 1997, may vote at the
Meeting. As of that date, the Portfolios of the Fund had the following number of
shares, at $.01 par value, issued and outstanding:
<TABLE>
<CAPTION>
PORTFOLIO SHARES OUTSTANDING
- ----------------------------------- ------------------------
<S> <C>
Growth.............................
Bond...............................
Money Market.......................
Asset Allocation...................
Mortgage Securities................
Index 500..........................
Capital Appreciation...............
International Stock................
Small Company......................
Value Stock........................
Maturing Government Bond--
1998 Portfolio...................
2002 Portfolio...................
2006 Portfolio...................
2010 Portfolio...................
</TABLE>
3
<PAGE>
As a general matter, all shares of all portfolios of the Fund have equal
voting rights, except that only shares of a particular portfolio are entitled to
vote upon certain matters pertaining only to that portfolio. Pursuant to the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and
regulations thereunder, certain matters approved by a vote of all Fund
shareholders may not be binding on a portfolio whose shareholders have not
approved such matter.
A Proxy may be revoked before the meeting by giving written notice of
revocation to Minnesota Mutual, or at the meeting prior to voting. Each
shareholder is entitled to one vote for each share held. The matter to be
presented at the meeting will not entitle any shareholder of the Fund to
cumulative voting or appraisal rights.
GENERAL INFORMATION
MIMLIC Management serves as investment adviser to the Fund and its
portfolios. Administrative services are provided to the Fund by Minnesota
Mutual. The address of MIMLIC Management and Minnesota Mutual is 400 Robert
Street North, St. Paul, Minnesota 55101-2098.
The proposals to be voted on are the same for all Portfolios except that (1)
Proposal 7, which seeks approval of a new Investment Sub-Advisory Agreement
between Advantus Capital Management, Inc. and Winslow Capital Management, Inc.,
will be voted on only by shareholders of the Capital Appreciation Portfolio, and
(2) Proposal 8, which seeks approval of a new Investment Sub-Advisory Agreement
between Advantus Capital Management, Inc. and Templeton Investment Counsel,
Inc., will be voted on only by shareholders of the International Stock
Portfolio.
THE ANNUAL REPORT FOR THE FUND, CONTAINING FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996, HAS PREVIOUSLY BEEN MAILED TO THE FUND'S
SHAREHOLDERS. THE FUND WILL PROVIDE A COPY OF BOTH THE ANNUAL REPORT, FREE OF
CHARGE, TO ANY SHAREHOLDER UPON REQUEST. SUCH REQUESTS SHOULD BE DIRECTED TO MS.
CAROLIE LEWIS AT MINNESOTA MUTUAL, EITHER BY WRITING TO HER AT 400 ROBERT STREET
NORTH, ST. PAUL, MINNESOTA 55101-2098 OR BY TELEPHONING TOLL-FREE AT
1-888-862-6837.
SHARE OWNERSHIP
The Fund currently offers the shares of all its portfolios continuously and
without a sales or redemption charge only to Minnesota Mutual and its separate
accounts. In the Variable Annuity Account, the Group Variable Annuity Account
and Minnesota Mutual Variable Fund D, the shares fund variable annuity
contracts. In the Variable Life Account and the Variable Universal Life Account
the shares fund variable life insurance policies. The shares are sold directly
to those separate accounts without the use of any underwriter.
The Fund shares held in those separate accounts are voted by Minnesota
Mutual at the regular and special meetings of the Fund. To the extent required
by law, shares attributable to contracts and policies will be voted by Minnesota
Mutual in accordance with instructions received from contract owners with voting
interests in each sub-account of the separate accounts. In the event no
instructions are received from contract owners, with respect to shares of a
portfolio held by those sub-accounts, Minnesota Mutual will vote such shares of
the portfolio and shares not attributable to contracts in the same proportion as
shares of the portfolio held by those sub-accounts for which instructions have
been received. The number of votes which are available to a contract owner will
be calculated separately for each portfolio of the Fund.
The contract owner holds the voting interest in each contract during the
accumulation period of each variable annuity contract. The number of votes will
be determined by dividing that portion of the accumulation value of the contract
attributable to each Variable Annuity Account, Group Variable Annuity Account or
Variable Fund D sub-account holding shares of the corresponding portfolio by the
net asset value per share of the underlying shares of the portfolio held by that
sub-account.
4
<PAGE>
The variable annuitant holds the voting interest in each variable annuity
contract during the annuity period. The number of votes will be determined by
dividing that portion of the reserve for each contract allocated to each
Variable Annuity Account, Group Variable Annuity Account or Variable Fund D sub-
account holding shares of a portfolio by the net asset value per share of the
underlying shares of the portfolio held by that sub-account. After a variable
annuity begins, the votes attributable to any particular contract will decrease
as the reserves decrease.
The owner of a variable life insurance policy holds the voting interest in
that policy. The number of votes will be determined by dividing that portion of
each policy's actual cash value in a Variable Life Account or Variable Universal
Life Account sub-account holding shares of the corresponding portfolio by the
net asset value per share of the underlying shares of the portfolio held by that
sub-account.
In determining any voting interest, fractional shares will be recognized.
Minnesota Mutual will notify each contract owner of a Fund shareholders'
meeting if the shares held for the contract or policy may be voted at such
meeting. It will also send proxy materials and a form of instruction so that it
may be instructed with respect to voting.
Because of the method of record keeping used by Minnesota Mutual, contract
owners who own multiple contracts will receive multiple copies of the proxy
statement and the voting instruction form. Persons owning contracts in multiple
forms of ownership, such as individually and as a trustee, will also receive
multiple copies of these materials.
As of March 3, 1997, no Directors of the Fund owned any policies or
contracts which entitle them to instruct the voting of any shares at the
Meeting. Mr. Donald F. Gruber, the Secretary of the Fund owns a policy which, as
of the date of this proxy statement, will allow him to instruct the voting of
.
PROPOSAL 1
ELECTION OF DIRECTORS
It is intended that the enclosed Proxy or Proxies be voted for the election
of the five persons named below as Directors of the Fund unless such authority
has been withheld. The term of office of each person elected will be until a
successor is duly elected and shall qualify. Pertinent information regarding
each nominee is set forth following such nominee's name below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTORSHIPS OF OTHER
NAME AND AGE FIRM AT WHICH CARRIED ON REPORTING COMPANIES**
- ------------------------------------------------------------------------------------------------- --------------------------------
<S> <C> <C>
Paul H. Gooding* ...... President, Treasurer and Director of MIMLIC Management; Vice President and Advantus Horizon Fund, Inc.;
Age 56 Treasurer of Minnesota Mutual; President and Director of Advantus Advantus Spectrum Fund, Inc.;
Capital Management, Inc.; and President and Director of the Fund Advantus Mortgage Securities
Fund, Inc.; Advantus Money
Market Fund, Inc.; Advantus
Bond Fund, Inc.; Advantus
Cornerstone Fund, Inc.;
Advantus Enterprise Fund,
Inc.; Advantus International
Balanced Fund, Inc.; Advantus
Venture Fund, Inc.; Advantus
Index 500 Fund, Inc.; and
MIMLIC Cash Fund, Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTORSHIPS OF OTHER
NAME AND AGE FIRM AT WHICH CARRIED ON REPORTING COMPANIES**
- ------------------------------------------------------------------------------------------------- --------------------------------
<S> <C> <C>
Frederick P. Feuerherm* Vice President, Assistant Secretary and Director of MIMLIC Management; Advantus Horizon Fund, Inc.;
Age 50 Second Vice President of Minnesota Mutual; and Treasurer and Director of Advantus Spectrum Fund, Inc.;
the Fund Advantus Mortgage Securities
Fund, Inc.; Advantus Money
Market Fund, Inc.; Advantus
Bond Fund, Inc.; Advantus
Cornerstone Fund, Inc.;
Advantus Enterprise Fund,
Inc.; Advantus International
Balanced Fund, Inc.; Advantus
Venture Fund, Inc.; Advantus
Index 500 Fund, Inc.; and
MIMLIC Cash Fund, Inc.
Ralph D. Ebbott ....... Retired; Vice President and Treasurer of Minnesota Mining and Advantus Horizon Fund, Inc.;
Age 69 Manufacturing Company (tape, adhesive, photographic and electrical Advantus Spectrum Fund, Inc.;
products) since 1955 Advantus Mortgage Securities
Fund, Inc.; Advantus Money
Market Fund, Inc.; Advantus
Bond Fund, Inc.; Advantus
Cornerstone Fund, Inc.;
Advantus Enterprise Fund,
Inc.; Advantus International
Balanced Fund, Inc.; Advantus
Venture Fund, Inc.; Advantus
Index 500 Fund, Inc.; and
MIMLIC Cash Fund, Inc.
Ellen S. Berscheid .... Regents' Professor of Psychology of the University of Minnesota since 1965 Advantus Horizon Fund, Inc.;
Age 60 Advantus Spectrum Fund, Inc.;
Advantus Mortgage Securities
Fund, Inc.; Advantus Money
Market Fund, Inc.; Advantus
Bond Fund, Inc.; Advantus
Cornerstone Fund, Inc.;
Advantus Enterprise Fund,
Inc.; Advantus International
Balanced Fund, Inc.; Advantus
Venture Fund, Inc.; Advantus
Index 500 Fund, Inc.; and
MIMLIC Cash Fund, Inc.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTORSHIPS OF OTHER
NAME AND AGE FIRM AT WHICH CARRIED ON REPORTING COMPANIES**
- ------------------------------------------------------------------------------------------------- --------------------------------
<S> <C> <C>
Charles E. Arner ...... Retired; Vice Chairman of The First National Bank of Saint Paul from Advantus Horizon Fund, Inc.;
Age 74 November 1983 through June 1984; Chairman and Chief Executive Officer of Advantus Spectrum Fund, Inc.;
The First National Bank of Saint Paul from October 1980 through November Advantus Mortgage Securities
1983 Fund, Inc.; Advantus Money
Market Fund, Inc.; Advantus
Bond Fund, Inc.; Advantus
Cornerstone Fund, Inc.;
Advantus Enterprise Fund,
Inc.; Advantus International
Balanced Fund, Inc.; Advantus
Venture Fund, Inc.; Advantus
Index 500 Fund, Inc.; and
MIMLIC Cash Fund, Inc.
</TABLE>
- ------------------------
* Denotes directors of the Fund who are "interested persons" (as defined by
the Investment Company Act of 1940, as amended (the "1940 Act")) of the
Fund, MIMLIC Management, or Advantus Capital Management, Inc.
** "Reporting Companies" include companies with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) thereof or any company
registered as an investment company under the Act.
The Fund does not have a standing audit, nominating or compensation
committees of the Board of Directors. During the fiscal year ended December 31,
1996, there were four meetings of the Boards of Directors of the Fund; no
Director attended fewer than 75% of the meetings held during the period for
which the Director was a Director.
No compensation is paid by the Fund to any of its officers or Directors who
is affiliated with MIMLIC Management or Advantus Capital Management, Inc.
("Advantus Capital"). Each Director of the Fund who is not affiliated with
MIMLIC Management was compensated by the Fund during the fiscal year ended
December 31, 1996 in accordance with the following table:
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS FROM FUND AND
COMPENSATION ACCRUED AS PART ESTIMATED ANNUAL FUND COMPLEX
FROM THE OF FUND BENEFITS UPON PAID TO
NAME OF DIRECTOR FUND(1) EXPENSES RETIREMENT DIRECTORS(1)
- ----------------------------------------------------- ------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Charles E. Arner..................................... $ 8,036.53 n/a n/a $ 9,750
Ellen S. Berscheid................................... $ 8,036.53 n/a n/a $ 9,750
Ralph D. Ebbott...................................... $ 8,036.53 n/a n/a $ 9,750
</TABLE>
- ------------------------
(1) Each Director of the Fund who is not affiliated with MIMLIC Management is
also a director of the other eleven investment companies of which Advantus
Capital is the investment adviser (twelve investment companies in total).
Such Directors receive compensation in connection with all such investment
companies which, in the aggregate, is equal to $6,000 per year and $1,500
per meeting attended (and reimbursement of travel expenses to attend
directors' meetings). The portion of such compensation borne by the Fund is
a PRO RATA portion based on the ratio that the Fund's total net assets bears
to the total net assets of all twelve investment companies.
7
<PAGE>
In voting for directors, shares are voted noncumulatively. This means that
the owners of a majority of the Fund's outstanding shares have the power to
elect the Fund's entire Board of Directors. The vote of a majority of shares of
the Fund represented at the meeting, provided at least a quorum (at least ten
percent of the outstanding shares) is represented in person or by proxy, is
sufficient for the election of the above nominees to the Fund's Board of
Directors. By completing the Proxy, you give the proxy the right to vote for the
persons named in the table above. If you elect to withhold authority for any
individual nominee, you may do so by making an "X" in the box marked "For All
Nominees", and then also marking an "X" in the box next to such nominee's name
on the Proxy, as further explained on the Proxy itself.
All of the nominees have agreed to serve as Directors of the Fund. If any
unforeseen event prevents one or more of the nominees from serving as a
director, your votes will be cast for the election of a substitute or
substitutes selected by the Board. In no event, however, can the Proxies be
voted for a greater number of persons than the number of nominees named. Unless
otherwise instructed, the proxies will vote for the election of each nominee to
serve as a director of the Fund.
PROPOSAL 2
RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The 1940 Act provides that every registered investment company shall be
audited at least once a year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or its investment adviser. The 1940 Act
requires that the selection be submitted for ratification or rejection by the
shareholders at their next regular meeting following this election. In the event
the selection of the independent public accountants is not ratified by
shareholders, the 1940 Act requires that the vacancy so occurring be filled by a
vote of a majority of the outstanding voting securities, either at the meeting
at which the rejection occurred or at a subsequent meeting called for that
purpose.
Directors, including a majority who are not interested persons of MIMLIC
Management, Advantus Capital or the Fund, have selected KPMG Peat Marwick LLP to
be the Fund's independent accountants for the fiscal year ending December 31,
1997. Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting and will be available to answer appropriate questions and will have the
opportunity to make a statement if they so desire.
For the Fund, the vote of a majority of the shares of the Fund represented
at the meeting, provided at least a quorum (ten percent of the outstanding
shares) is represented in person or by proxy, is sufficient for the ratification
of the selection of the independent public accountants. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of KPMG
Peat Marwick LLP as the Fund's independent public accountants.
PROPOSAL 3
TO AMEND THE FUND'S ARTICLES OF
INCORPORATION IN ORDER TO
CHANGE THE NAME OF THE FUND
On January 14, 1997, the Fund's Board of Directors approved, and recommended
that the Fund's shareholders approve, an amendment of the Fund's Articles of
Incorporation for the purpose of changing the name of the Fund. MIMLIC
Management, the investment adviser of the Fund, believes that, in a market
crowded with many competing mutual funds, different and more distinctive names
may provide greater visibility for the Fund and that any such increase in name
recognition may also provide additional marketing opportunities for variable
contracts investing in the Fund's shares. There can be no assurance, however,
that a change of the Fund's name will achieve any such results.
8
<PAGE>
The name of the Fund is set forth in Article 1 of the Fund's Articles of
Incorporation. The Proposal approved by the Fund's Board of Directors provides
that Article 1 of the Articles of Incorporation of the Fund shall be amended by
deleting the current name of the Fund, MIMLIC Series Fund, Inc., and
substituting therefor the new name: ADVANTUS SERIES FUND, INC.
The proposed change of name, if approved by shareholders, will not result in
any change in investment objectives, policies or practices for the Fund or for
any of its Portfolios.
SHAREHOLDER APPROVAL
The favorable vote of a majority of the Fund's shares outstanding and
entitled to vote shall constitute a quorum for the purpose of amending the
Articles if incorporation. Unless otherwise instructed, the proxies will vote
for the approval of the Proposal for the Fund. If the Proposal is not approved
by the shareholders of the Fund, the Fund's Board of Directors will promptly
consider what action to take and may decide to resubmit the Proposal for
shareholder approval. If approved, the Amendments to the Articles of
Incorporation are expected to become effective on or about May 1, 1997, or such
later date as may be determined by Fund Management.
THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS APPROVE THE PROPOSAL
TO CHANGE THE FUND'S NAME.
PROPOSAL 4
TO AMEND THE ARTICLES OF INCORPORATION INCREASING THE TOTAL
NUMBER OF SHARES AUTHORIZED FOR ISSUE IN THE FUND, AND
ESTABLISHING THEIR ALLOCATION AMONG THE EXISTING PORTFOLIOS
Section IV of the current Articles of Incorporation of the Fund currently
provides that the total number of common shares of the Fund is 10 billion.
Section IV of the Amended Articles would increase the total authorized number of
shares to 100 trillion, with 100,000,000,000 shares allocated to each of Class A
(represented by the Growth Portfolio), Class B (represented by the Bond
Portfolio), Class C (represented by the Money Market Portfolio), Class D
(represented by the Asset Allocation Portfolio), Class E (represented by the
Mortgage Securities Portfolio), Class F (represented by the Index 500
Portfolio), Class G (represented by the Capital Appreciation Portfolio), Class H
(represented by the International Stock Portfolio), Class I (represented by the
Small Company Portfolio), Class J (represented by the Maturing Government Bond
1998 Portfolio), Class K (represented by the Maturing Government Bond 2002
Portfolio), Class L (represented by the Maturing Government Bond 2006
Portfolio), Class M (represented by the Maturing Government Bond 2010
Portfolio), Class N (represented by the Value Stock Portfolio), Class O
(represented by the Macro-Cap Value Portfolio), Class P (represented by the
Index 400 Mid-Cap Portfolio), Class Q (represented by the Small Company Value
Portfolio), Class R (represented by the Micro-Cap Value Portfolio), Class S
(represented by the Micro-Cap Growth Portfolio), Class T (represented by the
International Bond Portfolio) and Class U (reserved). (Classes O, P, Q, R, S, T
and U have not yet commenced to offer their shares for sale nor do any of such
classes have any issued and outstanding shares.)
The Amended Articles would assure that a sufficient number of authorized
shares would be available for allocation to each series (or class thereof) of
shares which the Fund may issue. However, the proposed increase in authorized
shares will enable the Fund to issue substantially more shares to the public
(without further shareholder approval) than the Fund is currently authorized to
issue in each Portfolio and for the Fund as a whole. Wherever a mutual fund
issues additional shares and a shareholder does not purchase additional shares
to maintain the same proportionate ownership of the fund's shares, the
shareholder's voting power will be diluted. Accordingly, the Amended Articles
may result in dilution of the current shareholders' voting power on matters
affecting the Fund and its Portfolios, including without limitation,
9
<PAGE>
the election of directors, ratification of independent public accountants of the
Fund and approval of amendments (if any) to the Fund's investment advisory
agreements and fundamental investment policies.
SHAREHOLDER APPROVAL
If approved, the Amended Articles of Incorporation are expected to become
effective on or about May 1, 1997, or such later date as may be determined by
Fund management. The affirmative vote of a majority of each Portfolio's shares
represented at the meeting, voting as a separate series, provided at least a
quorum, a majority of the Portfolio's shares outstanding and entitled to vote,
represented in person or by proxy, is required to approve the amendments. Unless
otherwise instructed, the persons named as proxies will vote for approval of the
amendments.
THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS APPROVE THE PROPOSAL
TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES, AND
ALLOCATE THOSE SHARES AMONG THE PORTFOLIOS.
PROPOSAL 5
TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH ADVANTUS
CAPITAL, A WHOLLY-OWNED SUBSIDIARY OF MIMLIC MANAGEMENT, THE CURRENT INVESTMENT
ADVISER TO THE FUND, AND
IN THE CASE OF INTERNATIONAL STOCK PORTFOLIO, A NEW INVESTMENT SUB-ADVISORY
AGREEMENT BETWEEN ADVANTUS CAPITAL AND TEMPLETON INVESTMENT COUNSEL, INC., AND
IN THE CASE OF CAPITAL APPRECIATION PORTFOLIO, A NEW INVESTMENT SUB-ADVISORY
AGREEMENT BETWEEN ADVANTUS CAPITAL AND WINSLOW CAPITAL MANAGEMENT, INC.
MIMIC Management proposes to reorganize the manner in which it provides
investment management services to the Fund by offering such services through a
wholly-owned subsidiary, Advantus Capital Management, Inc. ("Advantus Capital")
rather than directly through an unincorporated division of MIMLIC Management as
is currently the case. This reorganization would simply substitute Advantus
Capital for MIMLIC Management and would be accomplished by having the Fund enter
into a new Investment Advisory Agreement with Advantus Capital (the "New
Advisory Agreement"). In addition, in the case of the International Stock
Portfolio and the Capital Appreciation Portfolio, the existing investment
sub-advisory agreements between MIMLIC Management and Templeton Investment
Counsel, Inc. ("Templeton Counsel") and between MIMLIC Management and Winslow
Capital Management, Inc. ("Winslow Capital") would be replaced by new Investment
Sub-Advisory Agreements between Advantus Capital and Templeton Counsel (the "New
Templeton Agreement") and between Advantus Capital and Winslow Capital (the "New
Winslow Capital Agreement"). These new agreements would not reflect any material
changes from the current agreements except the substitution of Advantus Capital
for MIMLIC Management.
10
<PAGE>
APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND
EXPENSES INCURRED BY THE FUND AND ITS SHAREHOLDERS NOR WILL IT RESULT IN ANY
CHANGE IN THE PORTFOLIO MANAGERS OR INVESTMENT MANAGEMENT OR OTHER SERVICES
CURRENTLY PROVIDED TO THE FUND. ADVANTUS CAPITAL, WHICH IS CONTROLLED BY MIMLIC
MANAGEMENT, WILL SIMPLY ASSUME RESPONSIBILITY FOR PROVIDING THE SAME INVESTMENT
MANAGEMENT AND OTHER SERVICES CURRENTLY PROVIDED BY MIMLIC MANAGEMENT AT THE
SAME COST AND THROUGH THE SAME PERSONNEL.
The Proposal provides that the New Advisory Agreement, the New Templeton
Agreement and the New Winslow Capital Agreement will not become effective for
the Fund or for the International Stock Portfolio and the Capital Appreciation
Portfolio unless and until the Proposal is approved by the shareholders of the
Fund, and, in the case of the New Templeton Agreement and the New Winslow
Capital Agreement, by the shareholders of the affected Portfolios.
CURRENT ADVISORY AGREEMENTS
THE CURRENT ADVISORY AGREEMENT BETWEEN THE FUND AND MIMLIC MANAGEMENT
MIMLIC Management has been the investment adviser and manager of the Fund
since the Fund began business in 1985. It acts as such pursuant to written
agreements periodically approved by the Directors or shareholders of the Fund.
The address of MIMLIC Management is that of the Fund. Winslow Capital
Management, Inc. ("Winslow Capital") serves as investment sub-adviser to the
Fund's Capital Appreciation Portfolio pursuant to an investment sub-advisory
agreement with MIMLIC Management. Templeton Investment Counsel, Inc. ("Templeton
Counsel") serves as investment sub-adviser to the Fund's International Stock
Portfolio pursuant to an investment sub-advisory agreement with MIMLIC
Management.
MIMLIC Management is a wholly-owned subsidiary of Minnesota Mutual, which
was organized in 1880, and has assets of approximately $12 billion. Paul H.
Gooding, President, Treasurer, and a Director of MIMLIC Management is a Vice
President and Treasurer of Minnesota Mutual. Frederick P. Feuerherm, Vice
President, Assistant Secretary and a Director of MIMLIC Management is a Second
Vice President of Minnesota Mutual. Messrs. Gooding and Feuerherm are also
Directors of the Fund. Information concerning all of MIMLIC Management's
principal officers and Directors is set forth in Exhibit A.
MIMLIC Management acts as investment adviser and manager of the Growth,
Bond, Money Market, Asset Allocation and Mortgage Securities Portfolios of the
Fund under an Investment Advisory Agreement dated January 30, 1986, which became
effective the same date when approved by shareholders, and which was last
approved by the Board of Directors (including a majority of the Directors who
are not parties to the contract, or interested persons of any such party) on
January 14, 1997. MIMLIC Management acts as investment adviser and manager of
the Index 500 and Capital Appreciation Portfolios of the Fund under a
Supplemental Investment Advisory Agreement dated April 28, 1987, which became
effective the same date when approved by shareholders of those two Portfolios,
and which was last approved by the Board of Directors (including a majority of
the Directors who are not parties to the contract, or interested persons of any
such party) on January 14, 1997. MIMLIC Management acts as investment adviser
and manager of the International Stock Portfolio under the Second Supplemental
Investment Advisory Agreement dated April 27, 1993, which was last approved by
the shareholders of that Portfolio on April 27, 1993, and which was last
approved by the Board of Directors (including a majority of the Directors who
are not parties to the contract, or interested persons of any such party) on
January 14, 1997. MIMLIC Management acts as investment adviser and manager of
the Small Company Portfolio under the Third Supplemental Investment Advisory
Agreement dated April 27, 1993, which became effective the same date when
approved by the shareholders of that Portfolio, and which was last approved by
the Board of Directors (including a majority of the Directors who are not
parties to the contract, or interested persons of any such party) on January 14,
1997. MIMLIC Management acts as investment adviser and manager of the Value
Stock Portfolio and the four Maturing Government Bond Portfolios of the Fund
under the Fourth Supplemental Investment Advisory Agreement dated April 19,
1994, which became effective on April 25, 1994 when
11
<PAGE>
approved by shareholders of those Portfolios, and which was last approved by the
Board of Directors (including a majority of the Directors who are not parties to
the contract, or interested persons of any such party) on January 14, 1997.
For the period beginning October 1, 1996 and continuing until April 30,
1997, the Growth Portfolio is managed, under a Sub-Advisory Agreement between
MIMLIC Management and Voyageur Fund Managers, Inc. ("Voyageur Managers"), a
Minnesota corporation with offices at 90 South Seventh Street, Suite 400,
Minneapolis, Minnesota 55402. Voyageur Managers is an indirect wholly-owned
subsidiary of Dougherty Financial Group, Inc. ("DFG"), which is owned
approximately 49% by Michael E. Dougherty, 49% by Pohlad Companies and less than
1% by certain retirement plans for the benefit of DFG employees. The address of
DFG is the same as that of Voyageur Managers. Pohlad Companies is a holding
company owned in equal parts by each of James O. Pohlad, Robert C. Pohlad and
William M. Pohlad. The address of Pohlad Companies is 3880 Dain Bosworth Plaza,
60 South Sixth Street, Minneapolis, Minnesota 55402. The Agreement was approved
by the Fund's Board of Directors on July 17, 1996, and approved by the
shareholders of the Growth Portfolio on September 30, 1996. From its advisory
fee for the Growth Portfolio, MIMLIC Management pays Voyageur Managers a fee
equal to .25% of the average daily net assets for its services under its
Investment Sub-Advisory Agreement. For the year ending December 31, 1996, these
fees amounted to the sum of $154,446.00. The Board of Directors of the Fund
determined at a Special Meeting on February 12, 1997 to terminate the
Sub-Advisory Agreement with Voyageur Managers as of April 30, 1997. Since the
time of the consideration of that Sub-Advisory relationship and subsequent to
its approval by the shareholders of the Growth Portfolio, the Voyageur Managers
mutual fund business has been sold, in a transaction not yet closed to an
investment subsidiary of a life insurance company in competition with Minnesota
Mutual. Although it is not clear what the ultimate effect of these business
reorganizations will be, given the nature of the changed relationship, the
management of MIMLIC Management and the Fund believe that it is appropriate for
the existing sub-advisory relationship to terminate. Information concerning the
Principal Officers and Directors of Voyageur Managers is set forth in Exhibit B.
The Investment Advisory Agreement, the Supplemental Investment Advisory
Agreement, the Second Supplemental Investment Advisory Agreement, the Third
Supplemental Investment Advisory Agreement and the Fourth Supplemental
Investment Advisory Agreement (collectively, the "Agreements") will each
terminate automatically in the event of its assignment. In addition, the
Agreements are terminable at any time, without penalty, by the Board of
Directors of the Fund or by vote of a majority of the Fund's outstanding voting
securities on 60 days' written notice to MIMLIC Management, and by MIMLIC
Management on 60 days' written notice to the Fund. Unless sooner terminated,
each of the Agreements shall continue in effect for more than two years after
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 a vote of a majority
of the outstanding voting securities, provided that in either event such
continuance is also approved by the vote of a majority of the Directors who are
not interested persons of any party to the Agreements, cast in person at a
meeting called for the purpose of voting on such approval. The required
shareholder approval of any continuance of the Agreements shall be effective
with respect to any Portfolio if a majority of the outstanding voting securities
of the class of capital stock of that Portfolio votes to approve such
continuance, notwithstanding that such continuance may not have been approved by
a majority of the outstanding voting securities of the Fund.
If the shareholders of a class of capital stock of any Portfolio fail to
approve any continuance of the Agreements, MIMLIC Management will continue to
act as investment adviser with respect to such Portfolio pending the required
approval of its continuance, or a new contract with MIMLIC Management or a
different adviser or other definitive action; provided, that the compensation
received by MIMLIC Management in respect of such Portfolio during such period
will be no more than its actual costs incurred in furnishing investment advisory
and management services to such Portfolio or the amount it would have received
under the Agreement in respect of such Portfolio, whichever is less.
12
<PAGE>
The Agreements 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 the 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 if a
majority of the outstanding voting securities of the class of 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.
MIMLIC Management selects and reviews the Fund's investments, except under
the sub-advisory agreements described herein, and provides executive and other
personnel for the management of the Fund. The Fund's Board of Directors
supervises the affairs of the Fund as conducted by MIMLIC Management. Each
Portfolio of the Fund, except the Index 500, Capital Appreciation, International
Stock, Small Company, Value Stock and the Maturing Government Bond Portfolios,
pays MIMLIC Management a fee equal to an annual rate of .50% of average daily
net assets. The Index 500, Capital Appreciation, Small Company and Value Stock
Portfolios pay MIMLIC Management a fee equal to an annual rate of .40%, .75%,
.75% and .75%, respectively, of average daily net assets. International Stock
Portfolio pays MIMLIC Management a fee equal to an annual rate of 1.00% on the
first $10 million of average daily net assets, .90% on the next $15 million,
.80% on the next $25 million, .75% on the next $50 million and .65% on the next
$100 million and thereafter. The Maturing Government Bond Portfolios pay an
advisory fee equal to an annual rate of .25% of average daily net assets,
however, the Portfolio which matures in 1998 will pay a rate of .05% from its
inception to April 30, 1998 and .25% thereafter and the Portfolio which matures
in 2002 will pay a rate of .05% from its inception to April 30, 1998 and .25%
thereafter of average daily net assets.
From its advisory fee for the Capital Appreciation Portfolio, MIMLIC
Management pays Winslow Capital a fee equal to .375% of the average daily net
assets for its services under its Investment Sub-Advisory Agreement. From its
advisory fee for the International Stock Portfolio, MIMLIC Management pays
Templeton Counsel a fee equal to .75% on the first $10 million of average daily
net assets, .65% on the next $15 million, .55% on the next $25 million, .50% on
the next $50 million and .40% on the next $100 million and thereafter for its
services under its Investment Sub-Advisory Agreement.
MIMLIC Management provides executive and other personnel for the management
of the Fund. MIMLIC Management also furnishes the Fund office space and all
necessary office facilities and equipment and personnel for servicing the
investments of the Fund. For the year ended December 31, 1996, the various
Portfolios paid the following amounts as investment advisory fees:
<TABLE>
<CAPTION>
ADVISORY FEES
PORTFOLIO PAID
- --------------------------------------------------------------------------- -----------------
<S> <C>
Growth..................................................................... $ 1,125,803
Bond....................................................................... 555,501
Money Market............................................................... 220,573
Asset Allocation........................................................... 1,899,245
Mortgage Securities........................................................ 355,705
Index 500.................................................................. 645,280
Capital Appreciation....................................................... 1,435,461
International Stock........................................................ 1,293,012
Small Company.............................................................. 937,728
Value Stock................................................................ 449,978
Maturing Government Bond--
1998 Portfolio........................................................... 2,632
2002 Portfolio........................................................... 1,657
2006 Portfolio........................................................... 6,682
2010 Portfolio........................................................... 4,631
</TABLE>
13
<PAGE>
From its advisory fee for the International Stock Portfolio, MIMLIC
Management pays Templeton Counsel for its services under its Investment
Sub-Advisory Agreement. For the year ending December 31, 1996, these fees
amounted to the sum of $857,322. From its advisory fee for the Capital
Appreciation Portfolio, MIMLIC Management pays Winslow Capital for its services
under its Investment Sub-Advisory Agreement. For the year ending December 31,
1996, these fees amounted to the sum of $774,857.
The Fund pays all its costs and expenses which are not assumed by MIMLIC
Management. 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 MIMLIC Management or any of its affiliates, expenses of
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 qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. MIMLIC Management shall bear all advertising and
promotional expenses in connection with the distribution of the Fund's shares,
including paying for the printing of Prospectuses and Statements of Additional
Information for new shareholders, shareholder reports for new shareholders and
the costs of sales literature.
Subsequent to March 6, 1987, Minnesota Mutual has voluntarily agreed to
absorb all fees and expenses that exceed .65% of average daily net assets for
the Growth, Bond, Money Market, Asset Allocation, and Mortgage Securities
Portfolios, .55% of average daily net assets for the Index 500 Portfolio, .90%
of average daily net assets for the Capital Appreciation, Small Company and
Value Stock Portfolios and expenses that exceed 1.00% for the International
Stock Portfolio, other than the advisory fee which may not exceed 1.00%. In
addition, Minnesota Mutual has voluntarily agreed to absorb all fees and
expenses that exceed .40% of average daily net assets for each of the four
Maturing Government Bond Portfolios; however, for the Portfolios which mature in
1998 and 2002, Minnesota Mutual has voluntarily agreed to absorb such fees and
expenses which exceed .20% of average daily net assets from the Portfolio's
inception to April 30, 1998 and which exceed .40% of average daily net assets
thereafter. For the year ended December 31, 1996, the expenses voluntarily
absorbed by Minnesota Mutual for the various Portfolios were as follows:
<TABLE>
<CAPTION>
EXPENSES VOLUNTARILY
PORTFOLIO ABSORBED
- -------------------------------------------------------------------------- ----------------------------
<S> <C>
Growth.................................................................... $ -0-
Bond...................................................................... -0-
Money Market.............................................................. -0-
Asset Allocation.......................................................... -0-
Mortgage Securities....................................................... -0-
Index 500................................................................. -0-
Capital Appreciation...................................................... -0-
International Stock....................................................... -0-
Small Company............................................................. -0-
Value Stock............................................................... -0-
Maturing Government Bond--
1998 Portfolio.......................................................... 27,510
2002 Portfolio.......................................................... 31,158
2006 Portfolio.......................................................... 31,536
2010 Portfolio.......................................................... 33,042
</TABLE>
There is no specified or minimum period of time during which Minnesota
Mutual has agreed to continue its voluntary absorption of these expenses, and
Minnesota Mutual may in its discretion cease its
14
<PAGE>
absorption of expenses at any time. Should Minnesota Mutual cease absorbing
expenses the effect would be to increase substantially Fund expenses and thereby
reduce investment return.
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.
In addition, effective May 1, 1992, the Fund entered into an agreement with
Minnesota Mutual under which Minnesota Mutual provides accounting, legal and
other administrative services to the Fund. Effective May 1, 1997, Minnesota
Mutual will provide such services at a monthly cost of $2,500 per Portfolio.
The Fund does not execute portfolio brokerage transactions through
affiliated brokers. MIMLIC Sales Corporation, a securities broker-dealer and a
wholly-owned subsidiary of MIMLIC Management, acts as distributor for a group of
mutual funds managed by Advantus Capital, also a wholly-owned subsidiary of
MIMLIC Management.
NEW ADVISORY AGREEMENT, THE NEW TEMPLETON AGREEMENT AND THE NEW WINSLOW CAPITAL
AGREEMENT
The investment management services provided to the Fund under the Current
Advisory Agreements are provided through an unincorporated division of MIMLIC
Management. As described above, MIMLIC Management proposes to reorganize the
manner in which it provides investment management services to the Fund and
certain other private accounts. MIMLIC Management proposes to accomplish this
reorganization by providing such services through a wholly-owned subsidiary,
Advantus Capital, rather than directly through its unincorporated division.
Following this reorganization MIMLIC Management will provide direct investment
management services primarily to Minnesota Mutual and its affiliated companies
and to various other insurance company clients.
15
<PAGE>
The personnel currently employed by MIMLIC Management to provide services to
the Fund, including all portfolio managers, will now provide such services
through Advantus Capital. The terms and provisions of the New Advisory
Agreement, the New Templeton Agreement and the New Winslow Capital Agreement
will not be materially different from those of the Current Advisory Agreement,
the Current Templeton Agreement and the Current Winslow Capital Agreement,
respectively, except that Advantus Capital will be substituted in each case for
MIMLIC Management. This means that the Portfolios and their shareholders will
continue to receive the same services, at the same cost and from the same
investment professionals, if the Proposal is approved. Approval of the Proposal
will not result in any change in the investment objectives or policies of the
Fund or in those of the International Stock and Capital Appreciation Portfolios,
nor will it result in any change in the Fund's portfolio brokerage and
allocation practices or the manner of distribution of the Fund's shares.
Information concerning the Principal Officers and Directors of Templeton Counsel
and Winslow Capital is set forth in Exhibits C and D, respectively.
Advantus Capital was incorporated in Minnesota in June, 1994, and is a
wholly-owned subsidiary of MIMLIC Management. Paul H. Gooding, President,
Treasurer and sole Director of MIMLIC Management is also President and Director
of Advantus Capital. James P. Tatera, Vice President of MIMLIC Management, is
also Vice President and a Director of Advantus Capital. The other officers and
employees of Advantus Capital are also officers and employees of MIMLIC
Management. Information concerning Advantus' principal officers and directors is
set forth in Exhibit E.
Advantus Capital provides advisory services to eleven other mutual funds
(Advantus Horizon Fund, Inc., Advantus Spectrum Fund, Inc., Advantus Mortgage
Securities Fund, Inc., Advantus Money Market Fund, Inc., Advantus Bond Fund,
Inc., Advantus Cornerstone Fund, Inc., Advantus Enterprise Fund, Inc., Advantus
International Balanced Fund, Inc., Advantus Venture Fund, Inc., Advantus Index
500 Fund, Inc., and MIMLIC Cash Fund, Inc.) and various private accounts.
<TABLE>
<CAPTION>
NET ASSETS AT
FUND NAME TYPE JANUARY 31, 1997 INVESTMENT ADVISORY FEE
- ------------------------ ---------------------- ---------------- ------------------------
<S> <C> <C> <C>
Advantus Horizon Fund,
Inc................... Growth 43,932,064 0.800%
Advantus Spectrum Fund,
Inc................... Asset Allocation 71,974,245 0.600%
Advantus Mortgage
Securities Fund,
Inc................... Mortgage-Backed 29,497,762 0.575%
Advantus Money Market
Fund, Inc............. Money Market 50,327,585 0.500%
MIMLIC Cash Fund,
Inc................... Money Market 8,001,075 0.000%
Advantus Bond Fund,
Inc................... Corporate Bond 21,522,367 0.700%
Advantus Enterprise
Fund, Inc............. Small Company 43,048,974 0.800%
Advantus Cornerstone
Fund, Inc............. Value 72,514,488 0.800%
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
NET ASSETS AT
FUND NAME TYPE JANUARY 31, 1997 INVESTMENT ADVISORY FEE
- ------------------------ ---------------------- ---------------- ------------------------
Advantus International
Balanced Fund, Inc.... International Balanced 47,368,035 0.950% on the first $25
million in assets;
<S> <C> <C> <C>
0.800% on the next $25
million in assets;
0.750% on the next $50
million in assets;
0.650% on assets in
excess of $100 million
Advantus Venture Fund,
Inc................... Small Company Value 25,573,352 0.800%
Advantus Index 500 Fund,
Inc................... Index 5,504,957 0.340%
</TABLE>
The New Advisory Agreement, set forth as Exhibit F, the New Templeton
Agreement and the New Winslow Capital Agreement were each approved by the Board
of Directors of the Fund, including a majority of the Directors of the Fund who
are not parties to such agreement or interested persons of such parties, on
January 17, 1997, at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement, the New Templeton Agreement and the New
Winslow Capital Agreement contain the same termination and continuation
provisions as the Current Advisory Agreement, Current Templeton Agreement and
the Current Winslow Capital Agreement, respectively, as described above. In
considering the Proposal and in determining to recommend to shareholders that
they approve the New Advisory Agreement, the New Templeton Agreement and the New
Winslow Capital Agreement, the Board of Directors Fund took note of the fact
that the Fund would continue to receive the same services from the same
personnel and at the same costs. Based upon these factors, and considering also
that the establishment of Advantus Capital will, in the view of MIMLIC
Management, contribute to the provision of investment management services to the
Fund in a manner which is more directly focused on its needs and circumstances,
the Fund's Boards of Directors determined to approve the New Advisory Agreement,
the New Templeton Agreement and the New Winslow Capital Agreement. The Directors
also considered that Advantus Capital is and will continue as a wholly-owned
subsidiary of MIMLIC Management and that there is no financial condition of
Advantus Capital of which the Directors are aware that is reasonably likely to
impair the financial ability of Advantus Capital to fulfill its commitments to
the Fund under the proposed New Advisory Agreement, the New Templeton Agreement
and the New Winslow Capital Agreement.
SHAREHOLDER APPROVAL
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding shares of the Portfolio, which means the lesser of the vote of (a)
67% of the shares of the Portfolio present at a meeting where more than 50% of
the outstanding shares are present in person or by proxy or (b) more than 50% of
the outstanding shares of the Portfolio. Rejection of the Proposal by the
International Stock Portfolio or the Capital Appreciation Portfolio would mean
that the sub-advisory agreement would not be in effect for the for either or
both of those Portfolios and management of the Portfolio will remain the
responsibility of MIMLIC Management under its current advisory agreement. Under
those circumstances, the Board of Directors of the Fund would consider what
action to take and may request the shareholders of the Portfolio to reconsider
the New Templeton Agreement and/or the New Winslow Capital Agreement. The Board
of Directors of the Fund may also negotiate with MIMLIC Management concerning
its active management of the Portfolio or the consideration of another
sub-adviser.
17
<PAGE>
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS APPROVE THE
PROPOSED INVESTMENT ADVISORY AGREEMENT WITH ADVANTUS CAPITAL,
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS OF THE
INTERNATIONAL STOCK PORTFOLIO APPROVE THE PROPOSED NEW INVESTMENT SUB-ADVISORY
AGREEMENT BETWEEN ADVANTUS CAPITAL AND TEMPLETON COUNSEL, AND
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS OF THE
CAPITAL APPRECIATION PORTFOLIO APPROVE THE PROPOSED NEW INVESTMENT SUB-ADVISORY
AGREEMENT BETWEEN ADVANTUS CAPITAL AND WINSLOW CAPITAL.
PROPOSAL 6
APPROVAL OF A PROPOSAL TO PERMIT THE ADVISER, IN THE
FUTURE, TO SELECT AND CONTRACT WITH SUB-ADVISERS
FOR THE PORTFOLIOS AFTER OBTAINING BOARD APPROVAL,
BUT WITHOUT OBTAINING SHAREHOLDER APPROVAL
On January 14, 1997, the Board of Directors of the Fund authorized it to
file an exemptive application with the Securities and Exchange Commission
("SEC") requesting relief from the requirements of Section 15 of the 1940 Act
that any sub-adviser to a Portfolio that is party to a contract with the
Portfolio's investment Adviser (the "Adviser") may serve only pursuant to a
written contract approved by the shareholders of that Portfolio. If the
requested relief is granted, a sub-adviser to that Portfolio may serve as
sub-adviser to such Portfolio pursuant to a written contract with the Adviser
that has not been approved by shareholders of the Portfolio. The requested
relief also would apply where a sub-adviser to a Portfolio is serving pursuant
to a contract that is terminated as a result of an assignment of the contract
due to a change of control of the sub-adviser. In such a case, the sub-adviser
could continue to act as sub-adviser to the Portfolio under a new agreement that
had not been approved by shareholders of the Portfolio. The Board, including the
Disinterested Directors, will continue to approve new contracts between the
Adviser and a sub-adviser as well as changes to existing contracts. The
requested relief will not apply to the advisory agreement between the Adviser
and the Fund, and changes to that agreement will continue to require approval of
shareholders.
If the requested relief is granted, the Fund would also be permitted in a
situation where there is more than one sub-adviser to a Portfolio to disclose
(both as a dollar amount and as a percentage of the Portfolio's net assets) in
its Prospectus, financial statements and certain other documents only (i) fees
paid to the Adviser by that Portfolio, (ii) aggregate fees paid by the Adviser
to sub-advisers to that Portfolio, (iii) net advisory fees retained by the
Adviser with respect to that Portfolio after payment of sub-advisory fees and
(iv) fees paid by the Adviser to any "affiliated person" (as defined below)
serving as sub-adviser to that Portfolio. Therefore in such a situation, the
Fund would not have to disclose separately the fees paid by the Adviser to a
particular sub-adviser.
The application was recently filed with the SEC. While there can be no
assurance that the SEC will grant the requested relief, if the SEC grants the
requested relief, one of the conditions to such relief is expected to be that
this change also be approved by shareholders of the Fund and of each Portfolio
prior to being effected for that Portfolio. Therefore, shareholders of each
Portfolio are being asked to vote on this proposal. If the requested relief is
granted and shareholder approval is obtained, the Fund and the Adviser will be
required to agree to conditions imposed by the SEC in connection with the
relief. Such conditions are expected to include, but may not be limited to, the
following requirements:
(i) Before a Portfolio may rely on the requested relief, this proposal will
be approved by a Majority Vote of the shareholders of the Fund and of
such Portfolio or, in the case of a new Portfolio
18
<PAGE>
whose public shareholders purchase shares on the basis of a prospectus
containing the disclosure contemplated by condition (ii) below, by the
sole initial shareholder(s) before shares of such Portfolio are offered
to the public;
(ii) Any Portfolio relying on the requested relief will disclose in the
Fund's Prospectus the existence, substance and effect of the SEC order
granting such relief;
(iii) The Adviser will provide management and administrative services to the
Portfolios, including overall supervisory responsibility for the
general management and investment of each Portfolio's securities
portfolio and, subject to review and approval of the Board, will (a)
set the Portfolios' overall investment strategies, (b) select
sub-advisers, (c) when appropriate, allocate and reallocate a
Portfolio's assets among multiple sub-advisers, (d) monitor and
evaluate the investment performance of the sub-advisers and (e) ensure
that the sub-advisers comply with the Portfolios' investment
objectives, policies and restrictions;
(iv) The Adviser will not enter into sub-advisory contracts with any
sub-adviser that is an "affiliated person" (as defined in the 1940 Act)
of the Fund or the Adviser (other than by reason of serving as a
sub-adviser to one or more of the Portfolios or any other portfolio
managed by the Adviser or any of its affiliates) without such agreement
being approved by the shareholders of the applicable Portfolio(s); and
(v) Within 60 days of the hiring of any new sub-adviser or the
implementation of any material change in a sub-advisory contract, the
Fund will furnish to the shareholders of the affected Portfolio(s) all
information about the new sub-adviser and/or material change that would
be included in a proxy statement, except that the fee disclosure will be
as noted above in the case of Portfolios with more than one sub-adviser.
Such information will include any change in such disclosure caused by
the addition of a new sub-adviser and any material change in the
sub-advisory contract. The Fund will ensure that such information is
furnished to contract holders with assets allocated to any registered
separate account for which the Fund serves as the funding medium.
If the requested relief is granted by the SEC and shareholders of the
Portfolios approve this proposal, the Adviser will have the ability, subject to
the approval of the Board, to hire and terminate sub-advisers to the Portfolios
and to change materially the terms of the sub-advisory contracts, including the
compensation paid to the sub-advisers, without the approval of the shareholders
of the Portfolios. SUCH CHANGES IN SUB-ADVISORY ARRANGEMENTS WOULD NOT INCREASE
THE FEES PAID BY A PORTFOLIO FOR INVESTMENT ADVISORY SERVICES SINCE SUB-ADVISORY
FEES ARE PAID BY THE ADVISER OUT OF ITS ADVISORY FEE AND ARE NOT ADDITIONAL
CHARGES TO A PORTFOLIO.
While the Adviser expects its relationship with the sub-advisers to the
Portfolios to be long-term and stable over time, approval of this proposal will
permit the Adviser to act quickly in situations where the Adviser and the Board
believe that a change in sub-advisers or to a sub-advisory agreement, including
any fee paid to a sub-adviser, is warranted. This proposal will eliminate the
delay of convening a meeting of shareholders to approve certain sub-advisory
changes.
The Board, including the Non-Interested Directors, has unanimously approved
the proposal.
REQUIRED VOTE
Approval of this proposal will require (i) a Majority Vote of the Fund and
(ii) with respect to each Portfolio, a Majority Vote of that Portfolio.
This Proposal will become effective with respect to a Portfolio upon the
later to occur of: (i) approval of the proposal by a Majority Vote of the Fund
and a Majority vote of the shareholders of that Portfolio, (ii) receipt by the
Adviser and the Fund of the exemptive relief described above and (iii)
disclosure in the Fund's Prospectus of the existence, substance and effect of
the exemptive relief.
19
<PAGE>
OTHER MATTERS
Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the proxies will
vote all Proxies on such matters in accordance with their judgment of the best
interests of the Fund.
SHAREHOLDER PROPOSALS
The Fund does not hold annual or periodically scheduled regular meetings of
shareholders. Regular and special shareholder meetings are held only at such
times and with such frequency as required by law. Minnesota corporation law does
not require an annual meeting; instead, it provides for the Board of Directors
to convene shareholder meetings when it deems appropriate. In addition, if a
regular meeting of shareholders has not been held during the immediately
preceding fifteen months, a shareholder or shareholders holding 3% or more of
the voting shares of the Fund may demand a regular meeting of shareholders of
the Fund by written notice of demand given to the chief executive officer or the
chief financial officer of the Fund. Within 30 days after receipt of the demand
by one of those officers, the Board of Directors shall cause a regular meeting
of shareholders to be called and held no later than 90 days after receipt of the
demand, all at the expense of the Fund. Additionally, the 1940 Act requires
shareholder votes for all amendments to fundamental investment policies and
restrictions and for all investment advisory contracts and amendments thereto.
Because the Fund is not required to hold annual meetings of shareholders, an
anticipated date of the next regular meeting cannot be provided. If a
shareholder has a proposal which such shareholder feels should be presented to
all shareholders, the shareholder should send the proposal to the Fund. The
proposal will be considered as appropriate at a meeting of the Board of
Directors as soon as practicable. Should it be a matter which would have to be
submitted to shareholders at a regular meeting, it will be presented at the next
special or regular meeting of shareholders. In addition, should it be a matter
which the Board of Directors deems of such significance as to require a special
meeting, such a meeting will be called.
INFORMATION REGARDING THE FUND'S OFFICERS
Certain information about the executive officers of the Fund is set forth
below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME OF OFFICER AGE POSITION WITH FUND EXPERIENCE DURING PAST FIVE YEARS
- ---------------------------------- --- -------------------------------- ----------------------------------------
<S> <C> <C> <C>
Paul H. Gooding................... 56 President and Director Vice President and Treasurer of
Minnesota Mutual; President, Treasurer
and a Director of MIMLIC Management;
President and Director of Advantus
Capital Management, Inc.
Frederick P. Feuerherm............ 50 Treasurer and Director Second Vice President of Minnesota
Mutual; Vice President, Assistant
Secretary and Director of MIMLIC
Management
Donald F. Gruber.................. 52 Secretary Senior Counsel of Minnesota Mutual
</TABLE>
The officers of the Fund serve at the pleasure of the Board of Directors of
the Fund. Mr. Gooding has served as a Director and Officer since April, 1987.
Mr. Feuerherm has been a Director and Officer of the
20
<PAGE>
Fund since July, 1993. Mr. Gruber has served in his capacity since April, 1988.
None of the Fund's officers and Directors has a family relationship with other
officers and Directors of the Fund.
Paul H. Gooding
PRESIDENT
March 10, 1997
21
<PAGE>
EXHIBIT A
DIRECTORS AND PRINCIPAL OFFICERS
OF
MIMLIC ASSET MANAGEMENT COMPANY
<TABLE>
<CAPTION>
NAME OFFICE WITH MIMLIC MANAGEMENT OTHER BUSINESS CONNECTIONS
- ------------------------------ --------------------------------- ---------------------------------
<S> <C> <C>
Paul H. Gooding............... President, Treasurer and Director President, Secretary and
Director, MIMLIC Corporation;
Director, MIMLIC Imperial
Corporation; Director, MIMLIC
Venture Corporation; Vice
President and Director, MIMLIC
Funding, Inc.; Vice President
and Director, Robert Street
Energy, Inc.; Chairman of the
Board, Director, Personal
Finance Company; Vice President
and Treasurer, The Minnesota
Mutual Life Insurance Company;
President and Director,
Advantus Capital Management,
Inc.
Guy M. de Lambert............. Vice President, Secretary and President and Director, MIMLIC
Director Venture Corporation; Vice
President, MIMLIC Funding,
Inc.; President and Secretary,
Robert Street Energy, Inc.;
President and Director,
Wedgewood Valley Golf, Inc.;
Second Vice President, The
Minnesota Mutual Life Insurance
Company; President and
Director, Personal Finance
Company
Frederick P. Feuerherm........ Vice President, Assistant Vice President, MIMLIC Funding,
Secretary and Director Inc.; Second Vice President,
The Minnesota Mutual Life
Insurance Company
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
NAME OFFICE WITH MIMLIC MANAGEMENT OTHER BUSINESS CONNECTIONS
- ------------------------------ --------------------------------- ---------------------------------
<S> <C> <C>
Alan J. Notvik................ Vice President and Assistant President and Director, MIMLIC
Secretary Funding, Inc.; Second Vice
President, The Minnesota Mutual
Life Insurance Company
James P. Tatera............... Vice President and Assistant Vice President, MIMLIC Funding,
Secretary Inc.; Second Vice President,
The Minnesota Mutual Life
Insurance Company; Senior Vice
President, Treasurer and
Director, Advantus Capital
Management, Inc.
Loren Haugland................ Vice President None
Lynne Mills................... Vice President Vice President, Robert Street
Energy, Inc.; Second Vice
President, The Minnesota Mutual
Life Insurance Company
Marilyn Froelich.............. Vice President None
Dianne Orbison................ Vice President Vice President, MIMLIC Venture
Corporation; Second Vice
President, The Minnesota Mutual
Life Insurance Company
Joseph R. Betlej.............. Vice President Vice President, Secretary and
Director, Wedgewood Valley
Golf, Inc.; Vice President,
MIMLIC Venture Corporation
Kay L. Scow................... Vice President Vice President, Robert Street
Energy, Inc.
</TABLE>
A-2
<PAGE>
EXHIBIT B
DIRECTORS AND PRINCIPAL OFFICERS
OF
VOYAGEUR FUND MANAGERS, INC.
<TABLE>
<CAPTION>
NAME OFFICE WITH VOYAGEUR MANAGERS OTHER BUSINESS CONNECTIONS
- ------------------------------ --------------------------------- ---------------------------------
<S> <C> <C>
Michael E. Dougherty.......... Chairman Chairman of the Board, President
and Chief Executive Officer of
Dougherty Financial Group,
Inc.; Chairman of Voyageur
Companies, Inc., Dougherty
Dawkins, Inc., Voyageur Asset
Management Group, Inc.,
Voyageur Fund Managers, Inc.,
Voyageur Fund Distributors,
Inc., Voyageur International
Asset Managers, Ltd., Segall
Bryant & Hamill, and The
Clifton Group
John G. Taft.................. President President (since 1991) and
Director (since 1993) of
Voyageur Fund Managers, Inc.;
Director (since 1993) and
Executive Vice President of
Voyageur Fund Distributors,
Inc.
Jane M. Wyatt................. Chief Investment Officer Director and Chief Investment
Officer of Voyageur Fund
Managers, Inc. since 1993;
Director of Voyageur Fund
Distributors, Inc. since 1993
Edward J. Kohler.............. Executive Vice President Director and Executive Vice
President of Voyageur Fund
Managers, Inc. and Director of
Voyageur Fund Distributors,
Inc. since 1995
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
NAME OFFICE WITH VOYAGEUR MANAGERS OTHER BUSINESS CONNECTIONS
- ------------------------------ --------------------------------- ---------------------------------
<S> <C> <C>
Frank C. Tonnemaker........... Executive Vice President Director of Voyageur Fund
Managers, Inc. and Voyageur
Fund Distributors, Inc. since
1993; Executive Vice President
of Voyageur Fund Managers, Inc.
since 1994
Steven B. Johansen............ Secretary Secretary of Dougherty Financial
Group, Inc., Voyageur Fund
Distributors, Inc. and
Dougherty Dawkins, Inc. since
1995
Thomas J. Abood............... Senior Vice President; General Senior Vice President (since
Counsel 1995) and General Counsel
(since October 1994) of
Voyageur Fund Managers, Inc.,
Voyageur Fund Distributors,
Inc., and Voyageur Companies,
Inc.
Kenneth R. Larsen............. Treasurer Treasurer of Voyageur Fund
Managers, Inc. and Voyageur
Fund Distributors, Inc. since
1990
</TABLE>
B-2
<PAGE>
EXHIBIT C
DIRECTORS AND PRINCIPAL OFFICERS
OF
TEMPLETON INVESTMENT COUNSEL, INC.
<TABLE>
<CAPTION>
NAME OFFICE WITH TEMPLETON COUNSEL OTHER BUSINESS CONNECTIONS
- --------------------------- ----------------------------------- ------------------------------------------------
<S> <C> <C>
Charles E. Johnson......... Chairman Senior Vice President and Director of Franklin
Resources, Inc.; President and Director of
Templeton Worldwide, Inc.
Donald F. Reed............. Director and President President, CEO and Director of Templeton
Management Limited
Martin L. Flanagan......... Director and Executive Vice Senior Vice President, Chief Financial Officer
President and Treasurer of Franklin Resources, Inc.
Gregory E. McGowan......... Director and Executive Vice Attorney--International Marketing
President
Gary P. Motyl.............. Director and Executive Vice Equity Research and Portfolio Management
President
Elizabeth M. Knoblock...... Senior Vice President, Secretary Attorney
and General Counsel
</TABLE>
C-1
<PAGE>
EXHIBIT D
DIRECTORS AND PRINCIPAL OFFICERS
OF
WINSLOW CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
NAME OFFICE WITH WINSLOW CAPITAL OTHER BUSINESS CONNECTIONS
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Clark J. Winslow.................... President and Director President, Portfolio Manager and
Director, Winslow Capital
Management, Inc.
Gail M. Knappenberger............... Executive Vice President and Executive Vice President, Portfolio
Director Manager and Director, Winslow
Capital Management, Inc.
Richard E. Pyle..................... Executive Vice President and Executive Vice President, Portfolio
Director Manager and Director, Winslow
Capital Management, Inc.
Jon R. Foust........................ Managing Director Managing Director, Winslow Capital
Management, Inc.; Vice President
of Institutional Marketing and
Client Service, Investment
Advisers, Inc.
Lynne P. Pelos...................... Vice President Vice President and Chief
Administrative Officer, Winslow
Capital Management, Inc.
Gail L. Kummer...................... Vice President Vice President and Trader, Winslow
Capital Management, Inc.
</TABLE>
D-1
<PAGE>
EXHIBIT E
DIRECTORS AND PRINCIPAL OFFICERS
OF
ADVANTUS CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
OFFICE WITH ADVANTUS
NAME CAPITAL OTHER BUSINESS CONNECTIONS
- ------------------------- -------------------------- ----------------------------------------------------------
<S> <C> <C>
Paul H. Gooding.......... President and Director President, Secretary and Director, MIMLIC Corporation;
Director, MIMLIC Imperial Corporation; Director, MIMLIC
Venture Corporation; Vice President and Director, MIMLIC
Funding, Inc.; Vice President and Director, Robert
Street Energy, Inc.; Chairman of the Board, Director,
Personal Finance Company; Vice President and Treasurer,
The Minnesota Mutual Life Insurance Company; President,
Treasurer and Director, MIMLIC Asset Management Company
James P. Tatera.......... Senior Vice President, Vice President, MIMLIC Funding, Inc.; Second Vice
Treasurer and Director President, The Minnesota Mutual Life Insurance Company;
Vice President and Assistant Secretary, MIMLIC Asset
Management Company
Jeffrey R. Erickson...... Vice President Investment Officer, The Minnesota Mutual Life Insurance
Company; Investment Officer, MIMLIC Asset Management
Company
Matthew D. Finn.......... Vice President Investment Officer, The Minnesota Mutual Life Insurance
Company; Investment Officer, MIMLIC Asset Management
Company
Thomas A. Gunderson...... Vice President Investment Officer, The Minnesota Mutual Life Insurance
Company; Investment Officer, MIMLIC Asset Management
Company
Wayne Schmidt............ Vice President Investment Officer, The Minnesota Mutual Life Insurance
Company; Investment Officer, MIMLIC Asset Management
Company; Treasurer and Assistant Secretary, Robert
Street Energy, Inc.; Secretary/Treasurer, MIMLIC
Funding, Inc.
Kent R. Weber............ Vice President Investment Officer, The Minnesota Mutual Life Insurance
Company; Investment Officer, MIMLIC Asset Management
Company
Mark Gorman.............. Vice President Advantus Marketing Director, The Minnesota Mutual Life
Insurance Company; Advantus Marketing Director, MIMLIC
Asset Management Company
Kevin J. Hiniker......... Secretary Investment Officer, The Minnesota Mutual Life Insurance
Company; Associate General Counsel, MIMLIC Asset
Management Company; Assistant Secretary, Robert Street
Energy, Inc.
</TABLE>
E-1
<PAGE>
EXHIBIT F
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this day of , 1997, by and between MIMLIC
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 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.
F-1
<PAGE>
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 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.
(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
F-2
<PAGE>
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
qualifying its shares under state or other securities laws and the expense of
preparing and mailing prospectuses and reports to shareholders. The Adviser
shall bear all advertising and promotional expenses in connection with the
distribution of the Fund's shares, including paying for the printing of
Prospectuses and Statements of Additional Information for new shareholders,
shareholder reports for new shareholders and the costs of sales literature.
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 otherwise provided in the
Articles of Incorporation of the Fund and the Adviser, respectively, or by
specific provision of applicable law.
F-3
<PAGE>
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. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective upon its approval by the shareholders
of the class of 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 of the class (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.
If the shareholders of a class 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 the Fund 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 class of 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.
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
F-4
<PAGE>
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.
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.
MIMLIC SERIES FUND, INC.
By
-------------------------
Paul H. Gooding
PRESIDENT
ADVANTUS CAPITAL
MANAGEMENT, INC.
By
-------------------------
Paul H. Gooding
PRESIDENT
F-5
<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
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:
<TABLE>
<CAPTION>
PORTFOLIO FEE RATE
- ------------------------------------------------------------------- ---------------------------------------------
<S> <C>
Money Market Portfolio............................................. 0.50%
Stock Portfolio.................................................... 0.50%
Bond Portfolio..................................................... 0.50%
Managed Portfolio.................................................. 0.50%
Mortgage Securities Portfolio...................................... 0.50%
Index Portfolio.................................................... 0.40%
Aggressive Growth Portfolio........................................ 0.75%
International Stock Portfolio...................................... 1.00% on the first $10 million in assets
0.90% on the next $15 million in assets
0.80% on the next $25 million in assets
0.75% on the next $50 million in assets
0.65% on the next $100 million in assets
Small Company Portfolio............................................ 0.75%
Maturing Government Bond--1998 Portfolio........................... 0.05% from inception to April 30, 1998
0.25% from May 1, 1998 and thereafter
Maturing Government Bond--2002 Portfolio........................... 0.05% from inception to April 30, 1998
0.25% from May 1, 1998 and thereafter
Maturing Government Bond--2006 Portfolio........................... 0.25%
Maturing Government Bond--2010 Portfolio........................... 0.25%
Value Stock Portfolio.............................................. 0.50%
Small Company Value Portfolio...................................... 0.75%
Index 400 Mid-Cap Portfolio........................................ 0.40%
Micro-Cap Value Portfolio.......................................... 1.25%
Macro-Cap Value Portfolio.......................................... 0.70%
Micro-Cap Growth Portfolio......................................... 1.10%
International Bond Portfolio....................................... 0.60%
</TABLE>
F-6
<PAGE>
MIMLIC Series Fund, Inc. PROXY
400 Robert Street North REGULAR MEETING OF SHAREHOLDERS
St. Paul, Minnesota 55101-2098 APRIL 24, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Shareholder of MIMLIC Series Fund, Inc. (the "Fund") of Saint
Paul, Minnesota, namely The Minnesota Mutual Life Insurance Company (herein
"Minnesota Mutual") hereby appoints Paul H. Gooding, Donald F. Gruber, and Eric
J. Bentley or any one of them as proxies, with full power of substitution and
revocation, to represent the undersigned and to cast all votes to which the
undersigned is entitled by virtue of being a Shareholder at the Regular Meeting
of Shareholders of the Fund to be held at the principal office of the Fund, 400
Robert Street North, Saint Paul, Minnesota, on April 24, 1997, at 9:30 A.M., and
at any adjournment thereof, with all powers the undersigned would possess if
present in person. This proxy shall be voted upon the matters specified and, in
the discretion of the proxies, upon all other matters as may properly come
before the meeting.
(1) Election of Directors
/ / For all nominees listed below / / Withhold Authority to
(except as marked to the vote for all nominees
contrary) listed below
(Instruction: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name.)
/ / Charles E. Arner / / Ellen S. Berscheid / / Ralph D. Ebbott
/ / Frederick P. Feuerherm / / Paul H. Gooding
(2) the ratification or rejection of the selection of KPMG Peat Marwick
LLP as the independent certified public accountant for the year ending
December 31, 1997.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
(3) the recommendation to shareholders of the MIMLIC Series Fund, Inc.
that they approve the amendment to Article I of the Articles of
Incorporation, changing the name of the Fund from MIMLIC Series Fund,
Inc. to Advantus Series Fund, Inc.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
(4) the recommendation to shareholders of the MIMLIC Series Fund, Inc.
that they approve the amendment to Article IV of the Articles of
Incorporation changing the total number of shares authorized for issue
in the Fund and establishing share allocation among the existing
Portfolios.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
(5) the recommendation to shareholders of the MIMLIC Series Fund, Inc.
that they approve the Investment Advisory Agreement by and between
MIMLIC Series Fund, Inc. and Advantus Capital Management, Inc., as
approved by the Directors of the Fund on January 14, 1997.
<PAGE>
APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES
AND EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
(6) the recommendation to shareholders that the proposed Manager of
Managers Structure be approved by shareholders of the Fund and its
Portfolios, as approved by the Directors of the Fund on January 14,
1997.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
(7) the recommendation to shareholders of the Capital Appreciation
Portfolio that they approve the Investment Sub-Advisory Agreement by
and between Advantus Capital Management, Inc. and Winslow Capital
Management Inc. APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY
INCREASE IN THE FEES AND EXPENSES INCURRED BY THE PORTFOLIO OR THE
FUND.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
(8) the recommendation to shareholders of the International Stock
Portfolio that they approve the Investment Sub-Advisory Agreement by
and between Advantus Capital Management, Inc. and Templeton Investment
Counsel, Inc. APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY
INCREASE IN THE FEES AND EXPENSES INCURRED BY THE PORTFOLIO OR THE
FUND.
Percentage of Shares to be Voted: FOR AGAINST ABSTAIN
------- ------- -------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED AND AS DESCRIBED HEREIN. SHARES OF THE FUND HELD IN THE VARIABLE
LIFE ACCOUNT, THE VARIABLE ANNUITY ACCOUNT, THE VARIABLE FUND D, THE GROUP
VARIABLE ANNUITY ACCOUNT AND THE VARIABLE UNIVERSAL LIFE ACCOUNT (THE
"ACCOUNTS") WILL BE VOTED BY MINNESOTA MUTUAL AT THE REGULAR AND SPECIAL
MEETINGS OF THE FUND. SHARES WILL BE VOTED BY MINNESOTA MUTUAL IN ACCORDANCE
WITH INSTRUCTIONS RECEIVED FROM CONTRACT OWNERS WITH VOTING INTERESTS IN EACH
SUB-ACCOUNT OF THE ACCOUNTS. IN THE EVENT NO INSTRUCTIONS ARE RECEIVED FROM A
CONTRACT OWNER, WITH RESPECT TO SHARES OF A PORTFOLIO HELD BY A SUB-ACCOUNT,
MINNESOTA MUTUAL WILL VOTE SUCH SHARES OF THE PORTFOLIO AND SHARES NOT
ATTRIBUTABLE TO CONTRACTS IN THE SAME PROPORTION AS SHARES OF THE PORTFOLIO HELD
BY SUCH SUB-ACCOUNT FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED. THE NUMBER OF
VOTES WHICH ARE AVAILABLE TO A CONTRACT OWNER WILL BE CALCULATED SEPARATELY FOR
EACH SUB-ACCOUNT OF THE ACCOUNTS. IF, HOWEVER, THE INVESTMENT COMPANY ACT OF
1940 OR ANY REGULATION UNDER THAT ACT SHOULD CHANGE SO THAT MINNESOTA MUTUAL MAY
BE ALLOWED TO VOTE SHARES IN ITS OWN RIGHT, THEN IT MAY ELECT TO DO SO.
The undersigned hereby acknowledges receipt of the Notice to Shareholders of
Regular Meeting and the Proxy Statement dated March 3, 1997, and revokes any
proxy heretofore given with respect to the votes covered by this proxy.
Date , 1997
----------------------------------
Signature
-----------------------------------
Title President and Chief Executive Officer
----------------------------------------
<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101-2098
This voting instruction form is solicited on behalf of the Board of Directors.
Instructions for voting shares of MIMLIC Series Fund, Inc. (the "Fund") held by
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual") at the Regular
Meeting of Shareholders of the Fund on April 24, 1997.
Please check in the appropriate boxes below, date this form and sign it exactly
as your name appears below. Your signature acknowledges receipt of the Notice of
Regular Meeting and Proxy Statement dated March 3, 1997. Shares will be voted in
accordance with these instructions at the special meeting or any adjournment
thereof.
Minnesota Mutual is instructed to vote as indicated below. IF NO CHOICE IS
INDICATED, RETURN OF THE SIGNED FORM SHALL BE CONSIDERED AS INSTRUCTIONS TO VOTE
FOR THE APPROVAL OF AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MIMLIC ASSET
MANAGEMENT COMPANY AND VOYAGEUR FUND MANAGERS, INC. If any other matter properly
comes before the meeting, Minnesota Mutual will vote in accordance with its best
judgment.
<TABLE>
<S> <C> <C> <C> <C> <C>
(1) Election of / / For all nominees listed below / / Withhold Authority
Directors (except as marked to the to vote for all
contrary) nominees listed
below
(Instruction: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name.)
/ / CHARLES E. ARNER / / ELLEN S. BERSCHEID / / RALPH D. EBBOTT
/ / FREDERICK P. FEUERHERM / / PAUL H. GOODING
(2) To approve or disapprove the selection of KPMG Peat Marwick LLP as the
independent certified public accountant for the year ending December 31,
1997.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(3) To approve or disapprove the amendment to Article I of the Articles of
Incorporation, changing the name of the Fund from MIMLIC Series Fund, Inc.
to Advantus Series Fund, Inc.
/ / FOR / / AGAINST / / ABSTAIN
(4) To approve or disapprove the amendment to Article IV of the Articles of
Incorporation changing the total number of shares authorized for issue in
the Fund and establishing share allocation among the existing Portfolios.
/ / FOR / / AGAINST / / ABSTAIN
To approve or disapprove the Investment Advisory Agreement by and between
(5) MIMLIC Series Fund, Inc. and Advantus Capital Management, Inc., as
approved by the Directors of the Fund on January 14, 1997. APPROVAL OF
THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND EXPENSES
INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
(6) To approve or disapprove the proposed Manager of Managers Structure, as
approved by the Directors of the Fund on January 14, 1997.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
NOTE: PLEASE DATE THIS VOTING INSTRUCTION AND SIGN YOUR NAME IN THE EXACT FORM
AS IT APPEARS HEREIN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. WHEN
SIGNED AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
----------------------------------------
SIGNATURE
DATE,
- --------------------------------------------------------------------------------
,1997
<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101-2098
This voting instruction form is solicited on behalf of the Board of Directors.
Instructions for voting shares of MIMLIC Series Fund, Inc. (the "Fund") held by
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual") at the Regular
Meeting of Shareholders of the Fund on April 24, 1997.
Please check in the appropriate boxes below, date this form and sign it exactly
as your name appears below. Your signature acknowledges receipt of the Notice of
Regular Meeting and Proxy Statement dated March 3, 1997. Shares will be voted in
accordance with these instructions at the special meeting or any adjournment
thereof.
Minnesota Mutual is instructed to vote as indicated below. IF NO CHOICE IS
INDICATED, RETURN OF THE SIGNED FORM SHALL BE CONSIDERED AS INSTRUCTIONS TO VOTE
FOR THE APPROVAL OF AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MIMLIC ASSET
MANAGEMENT COMPANY AND VOYAGEUR FUND MANAGERS, INC. If any other matter properly
comes before the meeting, Minnesota Mutual will vote in accordance with its best
judgment.
<TABLE>
<S> <C> <C> <C> <C> <C>
(1) Election of / / For all nominees listed below / / Withhold Authority
Directors (except as marked to the to vote for all
contrary) nominees listed
below
(Instruction: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name.)
/ / CHARLES E. ARNER / / ELLEN S. BERSCHEID / / RALPH D.
EBBOTT
/ / FREDERICK P. FEUERHERM / / PAUL H.
GOODING
(2) To approve or disapprove the selection of KPMG Peat Marwick LLP as the
independent certified public accountant for the year ending December 31,
1997.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(3) To approve or disapprove the amendment to Article I of the Articles of
Incorporation, changing the name of the Fund from MIMLIC Series Fund, Inc.
to Advantus Series Fund, Inc.
/ / FOR / / AGAINST / / ABSTAIN
(4) To approve or disapprove the amendment to Article IV of the Articles of
Incorporation changing the total number of shares authorized for issue in
the Fund and establishing share allocation among the existing Portfolios.
/ / FOR / / AGAINST / / ABSTAIN
To approve or disapprove the Investment Advisory Agreement by and between
(5) MIMLIC Series Fund, Inc. and Advantus Capital Management, Inc., as
approved by the Directors of the Fund on January 14, 1997. APPROVAL OF
THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND EXPENSES
INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
(6) To approve or disapprove the proposed Manager of Managers Structure, as
approved by the Directors of the Fund on January 14, 1997.
/ / FOR / / AGAINST / / ABSTAIN
For Shareholders of the Capital Appreciation Portfolio Only:
To approve or disapprove the Investment Sub-Advisory Agreement by and
(7) between Advantus Capital Management, Inc. and Winslow Capital Management
Inc. APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES
AND EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
NOTE: PLEASE DATE THIS VOTING INSTRUCTION AND SIGN YOUR NAME IN THE EXACT FORM
AS IT APPEARS HEREIN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. WHEN
SIGNED AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-----------------------------------------
SIGNATURE
DATE,
-----------------------------------------
,1997
<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101-2098
This voting instruction form is solicited on behalf of the Board of Directors.
Instructions for voting shares of MIMLIC Series Fund, Inc. (the "Fund") held by
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual") at the Regular
Meeting of Shareholders of the Fund on April 24, 1997.
Please check in the appropriate boxes below, date this form and sign it exactly
as your name appears below. Your signature acknowledges receipt of the Notice of
Regular Meeting and Proxy Statement dated March 3, 1997. Shares will be voted in
accordance with these instructions at the special meeting or any adjournment
thereof.
Minnesota Mutual is instructed to vote as indicated below. IF NO CHOICE IS
INDICATED, RETURN OF THE SIGNED FORM SHALL BE CONSIDERED AS INSTRUCTIONS TO VOTE
FOR THE APPROVAL OF AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MIMLIC ASSET
MANAGEMENT COMPANY AND VOYAGEUR FUND MANAGERS, INC. If any other matter properly
comes before the meeting, Minnesota Mutual will vote in accordance with its best
judgment.
<TABLE>
<S> <C> <C> <C> <C> <C>
(1) Election of Directors / / For all nominees listed below / / Withhold Authority to vote
(except as marked to the for
contrary) all nominees listed below
/ / CHARLES E. ARNER / / ELLEN S. BERSCHEID / / RALPH D. EBBOTT
/ / FREDERICK P. FEUERHERM / / PAUL H. GOODING
(Instruction: To withhold authority to vote for any individual nominee, mark the box next to the nominee's
name.)
------------------------------------------------------------------------------------------------------------
(2) To approve or disapprove the selection of KPMG Peat Marwick LLP as the independent certified public
accountant for the year ending December 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(3) To approve or disapprove the amendment to Article I of the Articles of Incorporation, changing the name of
the Fund from MIMLIC Series Fund, Inc. to Advantus Series Fund, Inc.
/ / FOR / / AGAINST / / ABSTAIN
(4) To approve or disapprove the amendment to Article IV of the Articles of Incorporation changing the total
number of shares authorized for issue in the Fund and establishing share allocation among the existing
Portfolios.
/ / FOR / / AGAINST / / ABSTAIN
(5) To approve or disapprove the Investment Advisory Agreement by and between MIMLIC Series Fund, Inc. and
Advantus Capital Management, Inc., as approved by the Directors of the Fund on January 14, 1997. APPROVAL OF
THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND EXPENSES INCURRED BY THE PORTFOLIO OR THE
FUND.
/ / FOR / / AGAINST / / ABSTAIN
(6) To approve or disapprove the proposed Manager of Managers Structure, as approved by the Directors of the
Fund on January 14, 1997.
/ / FOR / / AGAINST / / ABSTAIN
For Shareholders of the International Stock Portfolio Only:
(7) To approve or disapprove the Investment Sub-Advisory Agreement by and between Advantus Capital Management,
Inc. and Templeton Investment Counsel, Inc. APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE
FEES AND EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
NOTE: PLEASE DATE THIS VOTING INSTRUCTION AND SIGN YOUR NAME IN THE EXACT FORM
AS IT APPEARS HEREIN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. WHEN
SIGNED AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
----------------------------------------
SIGNATURE
DATE,
- --------------------------------------------------------------------------------
,1997
<PAGE>
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101-2098
This voting instruction form is solicited on behalf of the Board of Directors.
Instructions for voting shares of MIMLIC Series Fund, Inc. (the "Fund") held by
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual") at the Regular
Meeting of Shareholders of the Fund on April 24, 1997.
Please check in the appropriate boxes below, date this form and sign it exactly
as your name appears below. Your signature acknowledges receipt of the Notice of
Regular Meeting and Proxy Statement dated March 3, 1997. Shares will be voted in
accordance with these instructions at the special meeting or any adjournment
thereof.
Minnesota Mutual is instructed to vote as indicated below. If no choice is
indicated, return of the signed form shall be considered as instructions to vote
FOR the approval of an investment sub-advisory agreement between MIMLIC Asset
Management Company and Voyageur Fund Managers, Inc. If any other matter properly
comes before the meeting, Minnesota Mutual will vote in accordance with its best
judgment.
<TABLE>
<S> <C> <C> <C> <C> <C>
(1) Election of Directors / / For all nominees listed below / / Withhold Authority to vote
(except as marked to the contrary) for
all nominees listed below
/ / CHARLES E. ARNER / / ELLEN S. BERSCHEID / / RALPH D. EBBOTT
/ / FREDERICK P. FEUERHERM / / PAUL H. GOODING
(Instruction: To withhold authority to vote for any individual nominee, mark the box next to the nominee's name.)
--------------------------------------------------------------------------------------------------------------------
(2) To approve or disapprove the selection of KPMG Peat Marwick LLP as the independent certified public accountant for
the year ending December 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(3) To approve or disapprove the amendment to Article I of the Articles of Incorporation, changing the name of the Fund
from MIMLIC Series Fund, Inc. to Advantus Series Fund, Inc.
/ / FOR / / AGAINST / / ABSTAIN
(4) To approve or disapprove the amendment to Article IV of the Articles of Incorporation changing the total number of
shares authorized for issue in the Fund and establishing share allocation among the existing Portfolios.
/ / FOR / / AGAINST / / ABSTAIN
(5) To approve or disapprove the Investment Advisory Agreement by and between MIMLIC Series Fund, Inc. and Advantus
Capital Management, Inc., as approved by the Directors of the Fund on January 14, 1997. APPROVAL OF THIS PROPOSAL
WILL NOT RESULT IN ANY INCREASE IN THE FEES AND EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
(6) To approve or disapprove the proposed Manager of Managers Structure, as approved by the Directors of the Fund on
January 14, 1997.
/ / FOR / / AGAINST / / ABSTAIN
For Shareholders of the Capital Appreciation Portfolio Only:
(7) To approve or disapprove the Investment Sub-Advisory Agreement by and between Advantus Capital Management, Inc. and
Winslow Capital Management Inc. APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND EXPENSES
INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
For Shareholders of the International Stock Portfolio Only:
(8) To approve or disapprove the Investment Sub-Advisory Agreement by and between Advantus Capital Management, Inc. and
Templeton Investment Counsel, Inc. APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND
EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
NOTE: PLEASE DATE THIS VOTING INSTRUCTION AND SIGN YOUR NAME IN THE EXACT FORM
AS IT APPEARS HEREIN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. WHEN
SIGNED AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-----------------------------------------
SIGNATURE
DATE,
-----------------------------------------
,1997
