<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Advantus Series Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
ADVANTUS SERIES FUND, INC.
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 17, 2000
------------------------------
Advantus Series Fund, Inc. (the "Fund") will hold a Special Meeting of
Shareholders at the offices of Advantus Capital Management, Inc., 400 Robert
Street North, St. Paul, Minnesota 55101, on April 17, 2000, at 10:00 a.m. for
the following purposes:
1. To set the number of directors at five and to elect a Board of
Directors.
2. To approve the elimination or modification of certain investment
policies applicable to various Portfolios of the Fund.
3. To approve an amended Investment Advisory Agreement between the Fund and
Advantus Capital Management, Inc., changing the schedule of advisory
fees payable by certain Portfolios, deleting a provision requiring
Advantus Capital to pay distribution-related expenses of the Fund, and
modifying the agreement's amendment provision.
4. To approve a Plan of Distribution under Rule 12b-1, pursuant to which
certain Portfolios would pay a distribution fee of 0.25% of average
daily net assets per annum.
5. To approve amended and restated articles of incorporation of the Fund.
6. To ratify the selection by the Board of Directors of KPMG LLP as
independent public accountants for the Fund for its current fiscal year.
7. To transact any other business properly brought before the meeting.
The Fund's Board of Directors unanimously recommends approval of each item
listed on this Notice of Special Meeting of Shareholders.
Only shareholders of record as of the close of business on February 28,
2000 may vote at the meeting or any adjournment(s) of the meeting.
YOU CAN VOTE EASILY AND QUICKLY BY MAIL. JUST FOLLOW THE INSTRUCTIONS THAT
APPEAR ON YOUR ENCLOSED VOTING INSTRUCTION CARD. PLEASE HELP THE FUND AVOID THE
COST OF A FOLLOW-UP MAILING BY VOTING TODAY.
Michael J. Radmer
Secretary
Dated: March 17, 2000
<PAGE> 3
ADVANTUS SERIES FUND, INC.
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
------------------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
APRIL 17, 2000
------------------------------
GENERAL
The Board of Directors of Advantus Series Fund, Inc. (the "Fund") is
soliciting the enclosed voting instruction in connection with a special meeting
of shareholders to be held April 17, 2000, and any adjournment of the meeting.
The Fund offers its shares in several portfolios (each, a "Portfolio").
Advantus Capital Management, Inc. ("Advantus Capital") acts as investment
adviser to each Portfolio. Minnesota Life Insurance Company ("Minnesota Life")
provides administrative services to the Fund. Both Advantus Capital and
Minnesota Life are located at 400 Robert Street North, St. Paul, Minnesota
55101. The Portfolios are not presently offered through an underwriter.
SHARE OWNERSHIP AND VOTING
The Fund currently does not offer or sell shares of the Portfolios directly
to the public. Portfolio shares are sold to Minnesota Life through its separate
accounts to fund the benefits under variable life insurance policies and
variable annuity contracts (collectively, the "Contracts") issued by Minnesota
Life. The separate accounts invest in shares of the Portfolios in accordance
with instructions received from the owners of the Contracts. Portfolio shares
also may be sold to certain life insurance affiliates of Minnesota Life.
Minnesota Life owns the Portfolio shares held in its separate accounts and
votes these shares at regular and special shareholders meetings of the Fund. To
the extent required by law, Minnesota Life will vote Portfolio shares
attributable to Contracts in accordance with instructions provided by Contract
owners or annuitants with voting interests in each sub-account which holds
shares of such Portfolio. If such instructions are not received, Minnesota Life
will vote Portfolio shares held in such sub-accounts (as well as Portfolio
shares not attributable to Contracts) in the same proportion as shares of the
Portfolios held by the sub-accounts for which instructions are received.
The number of shares for which a Contract owner or annuitant may provide
voting instructions is calculated separately for each Portfolio, as follows:
- VARIABLE ANNUITY CONTRACTS DURING THE ACCUMULATION PERIOD: The contract
owner holds the voting interest in each variable annuity contract during
the accumulation period. The number of votes is determined by dividing
that portion of the accumulation value of the contract attributable to
the sub-account holding shares of the applicable Portfolio by the net
asset value per share of the underlying Portfolio shares held by that
sub-account.
- VARIABLE ANNUITY CONTRACTS DURING THE ANNUITY PERIOD: The variable
annuitant holds the voting interest in each variable annuity contract
during the annuity period. The number of votes is determined by dividing
that portion of the reserve for the contract allocated to the sub-account
holding shares of the applicable Portfolio by the net asset value per
share of the underlying Portfolio shares held by that sub-account. After
a variable annuity begins, the votes attributable to any particular
contract will decrease as the reserves decrease.
- VARIABLE LIFE INSURANCE POLICIES: The owner of a variable life insurance
policy holds the voting interest in that policy. The number of votes is
determined by dividing that portion of the policy's actual cash
1
<PAGE> 4
value in a sub-account holding shares of the applicable Portfolio by the
net asset value per share of the underlying Portfolio shares held by that
sub-account.
This proxy statement and a form of voting instruction are being provided to
those Contract owners and annuitants who are entitled to provide voting
instructions as set forth above. Because of the method of recordkeeping used by
Minnesota Life, Contract owners who own multiple Contracts or who own a Contract
in multiple forms of ownership (such as individually and as a trustee) will
receive multiple copies of this proxy statement and multiple voting instruction
forms. In determining any voting interest, fractional shares will be recognized.
The Fund will pay all costs of solicitation, including the cost of
preparing and mailing the notice of special shareholders meeting and this proxy
statement. Representatives of Advantus Capital, without cost to the Fund, may
solicit proxies by means of mail, telephone, or personal calls. Advantus Capital
may also arrange for an outside firm, Shareholder Communications Corporation, to
solicit voting instructions by telephone on the Fund's behalf. This procedure is
expected to cost $20,000 plus all reasonable fees for conducting the
solicitation, which will be allocated among the Portfolios on the basis of their
net assets.
In order for the shareholders meeting to go forward, there must be a
quorum. This means that at least 10% of that Fund's shares must be represented
at the meeting. Because Minnesota Life owns all of the outstanding shares of the
Portfolios through its separate accounts, it anticipates that a quorum will be
present for the meeting. However, if sufficient voting instructions to approve
any of the proposals are not received, Minnesota Life may propose one or more
adjournments of the meeting to permit further solicitation of voting
instructions. In determining whether to adjourn the meeting, the following
factors may be considered: the nature of the proposal; the percentage of voting
instructions actually provided; the percentage of negative voting instructions
actually provided; the nature of any further solicitation; and the information
to be provided to Contract owners with respect to the reasons for the
solicitation.
You may revoke your voting instructions at any time up until voting results
are announced at the shareholders meeting. You can do this by writing to the
Fund's Secretary, or by providing voting instructions in person at the meeting
and notifying the election judge that you are revoking your prior instructions.
If you return an executed voting instruction card without instructions, your
shares will be voted "for" each proposal.
Only Contract owners and annuitants of record on the record date for the
special meeting (February 28, 2000) may provide voting instructions at the
meeting or any adjournment of the meeting. On that date the Portfolios had the
following numbers of shares of common stock issued and outstanding.
<TABLE>
<CAPTION>
SHARES OUTSTANDING
PORTFOLIO AT RECORD DATE
--------- ------------------
<S> <C>
Growth...................................................... 178,693,351
Bond........................................................ 149,035,025
Money Market................................................ 138,299,234
Asset Allocation............................................ 311,752,874
Mortgage Securities......................................... 115,951,852
Index 500................................................... 145,961,664
Capital Appreciation........................................ 122,281,446
International Stock......................................... 188,321,644
Small Company Growth........................................ 112,068,123
Maturing Government Bond 2002............................... 7,880,755
Maturing Government Bond 2006............................... 5,456,395
Maturing Government Bond 2010............................... 3,855,587
Value Stock................................................. 108,756,709
Small Company Value......................................... 14,851,299
Global Bond................................................. 34,387,155
Index 400 Mid-Cap........................................... 21,519,970
Macro-Cap Value............................................. 21,060,639
Micro-Cap Growth............................................ 20,318,280
Real Estate Securities...................................... 7,847,542
</TABLE>
2
<PAGE> 5
Minnesota Life, through its separate accounts, owns 100% of the outstanding
shares of each Portfolio of the Fund. The Fund is not aware of any Contract
owners who beneficially own 5% or more of the outstanding shares of any
Portfolio. As of the record date, the directors and officers of the Fund as a
group did not beneficially own 1% or more of any Portfolio's shares.
None of the matters to be presented at the meeting will entitle any
shareholder to cumulative voting or appraisal rights. At this point, we know of
no other business to be brought before the shareholder meeting. However, if any
other matters do come up, the persons named in the voting instruction card will
vote upon these matters according to their best judgment.
THE FUND'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS ARE AVAILABLE AT NO
COST. TO REQUEST A REPORT, PLEASE CONTACT THE FUND AT 400 ROBERT STREET NORTH,
ST. PAUL, MINNESOTA 55101 OR CALL 1-800-995-3850.
Please be sure to read the entire proxy statement before casting your vote.
If you need help voting your proxy, you may call 1-800-665-6005 or your
registered representative. This proxy statement and voting instruction cards
were first mailed to shareholders on or about March 20, 2000.
SUMMARY OF PROPOSALS
The Board of Directors of the Fund is asking for your voting instruction on
the following proposals. Each proposal is described in detail below.
<TABLE>
<CAPTION>
PROPOSAL PORTFOLIOS AFFECTED
-------- -----------------------------
<S> <C> <C>
1. To set the number of directors at five and to elect a Board All Portfolios
of Directors.
2. To approve the elimination or modification of the following
investment policies:
A. Modify policies regarding borrowing and the issuance of All Portfolios
senior securities
B. Modify policy regarding concentration in a particular All Portfolios
industry
C. Modify policy regarding investments in real estate All Portfolios
D. Modify policy regarding investments in commodities All Portfolios
E. Modify policies regarding lending All Portfolios
F. Eliminate policy restricting margin purchases and short All Portfolios
sales
G. Eliminate diversification policies All Portfolios except Global
Bond Portfolio
3. To approve an amended Investment Advisory Agreement between All Portfolios
the Fund and Advantus Capital, changing the schedule of
advisory fees payable by certain Portfolios, deleting a
provision requiring Advantus Capital to pay
distribution-related expenses of the Fund, and modifying the
agreement's amendment provision
4. To approve a Plan of Distribution under Rule 12b-1, pursuant All Portfolios except
to which certain Portfolios would pay a distribution fee of Maturing Government Bond 2002
0.25% of average daily net assets per annum Portfolio, Maturing
Government Bond 2006
Portfolio, and Maturing
Government Bond 2010
Portfolio
5. To approve amended and restated articles of incorporation of All Portfolios
the Fund
6. To ratify the selection of KPMG LLP as independent public All Portfolios
accountants for the Fund
7. To transact such other business as may properly come before All Portfolios
the meeting
</TABLE>
3
<PAGE> 6
PROPOSAL ONE
ELECTION OF DIRECTORS
This proposal applies to all Portfolios.
At the meeting, you will be asked to elect the nominees listed below to the
Fund's Board of Directors, and to thereby set the number of Directors at five.
The Bylaws of the Fund provide that the shareholders have the power to set the
number of Directors (subject to the authority of the Board of Directors to
increase or decrease the number as permitted by law).
Each person elected will serve until the next meeting of the shareholders
or until his or her successor is elected. Information regarding each nominee's
principal occupation and business experience during the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Each nominee also serves as a Director of Advantus Bond Fund, Inc.,
Advantus Cornerstone Fund, Inc., Advantus Enterprise Fund, Inc., Advantus
Horizon Fund, Inc., Advantus Index 500 Fund, Inc., Advantus International
Balanced Fund, Inc., Advantus Money Market Fund, Inc., Advantus Mortgage
Securities Fund, Inc., Advantus Real Estate Securities Fund, Inc., Advantus
Spectrum Fund, Inc. and Advantus Venture Fund, Inc., each of which is an
open-end investment company advised by Advantus Capital. These investment
companies and the Fund are referred to herein as the "Advantus Fund Complex."
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION/BUSINESS
NAME, TERM OF OFFICE AGE EXPERIENCE DURING PAST 5 YEARS
- -------------------- --- -----------------------------------------------------
<S> <C> <C>
William N. Westhoff*................... 52 President, Treasurer and Director, Advantus Capital;
Director since July 1998 Senior Vice President and Treasurer, Minnesota Life
Insurance Company; Vice President and Director,
Robert Street Energy, Inc.; President, MCM Funding
1997-1, Inc.; President, MCM Funding 1998-1, Inc.;
Senior Vice President, Global Investments, American
Express Financial Corporation, Minneapolis,
Minnesota, from August 1994 to October 1997.
Frederick P. Feuerherm*................ 53 Vice President, Assistant Secretary and Director,
Director since July 1993 Advantus Capital; Vice President, Minnesota Life
Insurance Company; Vice President and Director,
MIMLIC Funding, Inc.; Vice President and Assistant
Secretary, MCM Funding 1997-1, Inc.; Vice President
and Assistant Secretary, MCM Funding 1998-1, Inc.
Ralph D. Ebbott........................ 72 Retired; Vice President and Treasurer of Minnesota
Director since October 1985 Mining and Manufacturing Company (industrial and
consumer products) through June 1989
Charles E. Arner....................... 77 Retired; Vice Chairman of the First National Bank of
Director since April 1986 Saint Paul from November 1983 through June 1984;
Chairman and Chief Executive Officer of The First
National Bank of Saint Paul from October 1980
through November 1983.
Ellen S. Berscheid..................... 63 Regents' Professor of Psychology at the University of
Director since October 1985 Minnesota
</TABLE>
- ------------------------------
* Denotes directors who are considered to be "interested persons" (as defined
under the Investment Company Act of 1940) of the Fund.
The Fund has an audit committee and a nominations committee. The members of
both committees are Ms. Berscheid and Messrs. Arner and Ebbott. There were four
meetings of the Board of Directors, two meetings of the audit committee, and no
meetings of the nominations committee during the fiscal year ended December 31,
1999. During such fiscal year, each director attended all Board of Directors
meetings and all meetings of committees on which he or she served.
4
<PAGE> 7
The audit committee's purpose is to oversee the Fund's accounting and
financial reporting policies and practices and matters relating to internal
control, to oversee the quality and objectivity of the Fund's financial
statements and the independent audit of those statements and to be a liaison
between the independent auditors of the Fund and the full Board. The nominations
committee will act to present names for consideration for election of Board
members in the event of a vacancy or expansion of the Board. This committee will
consider nominees recommended to it for consideration by shareholders of the
Fund. Shareholders can recommend nominees by submitting their names to the
secretary of the Fund for forwarding to the committee.
No compensation is paid by the Fund to any director or officer who is
affiliated with Advantus Capital. Each director who is not affiliated with
Advantus Capital receives aggregate compensation from the Advantus Fund Complex
equal to $8,000 per year and $2,000 per meeting attended (and reimbursement of
travel expenses to attend directors' meetings). Each individual Portfolio pays a
pro rata portion of such compensation based on the ratio that the Portfolio's
net assets bear to the total net assets of the Advantus Fund Complex. The
following table sets forth the compensation received by directors not affiliated
with Advantus Capital from the Fund during the fiscal year ended December 31,
1999, as well as the total compensation received by each such director from the
Advantus Fund Complex during the calendar year ended December 31, 1999. The
directors did not accrue any pension or retirement benefits during such time
periods and are not entitled to any annual benefits upon retirement.
<TABLE>
<CAPTION>
CHARLES E. ARNER ELLEN S. BERSCHEID RALPH D. EBBOTT
---------------- ------------------ ---------------
<S> <C> <C> <C>
Compensation Received from Fund.................. $16,303 $16,303 $16,303
Total Compensation Received From Advantus Fund
Complex........................................ $20,000 $20,000 $20,000
</TABLE>
The executive officers of the Fund, their positions and terms of office,
and their business experience during the past five years are as set forth below.
No executive officer receives any compensation from the Fund.
<TABLE>
<CAPTION>
POSITIONS AND BUSINESS EXPERIENCE DURING
NAME (AGE) TERM OF OFFICE PAST FIVE YEARS
---------- ----------------------------- -----------------------------
<S> <C> <C>
William N. Westhoff (52)............. President since 1998 See biographical information
of director nominees above
Frederick P. Feuerherm (53).......... Vice President and Treasurer
since 1993 See biographical information
of director nominees above
</TABLE>
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE IN
FAVOR OF THE ABOVE NOMINEES TO SERVE AS DIRECTORS. The vote of a majority of the
shares of the Fund represented at the meeting, provided at least a quorum is
represented in person or by proxy, is sufficient for the election of the above
nominees. If voting instructions are not received from a Contract owner or
annuitant, Minnesota Life will vote Portfolio shares held in its sub-accounts
(as well as Portfolio shares not attributable to Contracts) in the same
proportion as Portfolio shares of held by the sub-accounts for which
instructions are received. All of the nominees listed above have consented to
serve as directors if elected. If any of the above nominees are not candidates
for election at the meeting, the persons designated in the voting instruction
card may vote for such other persons as management may designate. Nothing
currently indicates that such a situation will arise.
5
<PAGE> 8
PROPOSAL TWO
THE ELIMINATION OR MODIFICATION
OF FUNDAMENTAL INVESTMENT POLICIES
This proposal applies to all Portfolios.
Each Portfolio has a number of investment policies that are "fundamental,"
which means that they may be changed only with the approval of shareholders. In
some cases, these fundamental policies are more restrictive than the
requirements of the Investment Company Act of 1940 (the "1940 Act") which relate
to the same topics. In other cases, the fundamental policies are so specific as
to prevent the Portfolios from taking advantage of new types of portfolio
management tools or new regulatory interpretations. In addition, some of the
fundamental policies were adopted in response to state regulations that no
longer apply to the Fund. For these reasons, the Board of Directors has, subject
to shareholder approval, adopted the proposed revisions to the Portfolios'
fundamental policies which are discussed in this section.
A. MODIFY POLICIES REGARDING BORROWING AND THE ISSUANCE OF SENIOR SECURITIES
This proposal applies to all Portfolios.
The 1940 Act requires that each Portfolio have a fundamental policy
governing its ability to borrow money and issue senior securities. The
Portfolios' current fundamental policies governing borrowing and the issuance of
senior securities provide that no Portfolio will:
3. Borrow money, except from banks for temporary or emergency purposes,
including the meeting of redemption requests which might otherwise
require the untimely disposition of securities. Borrowing in the
aggregate by any particular Portfolio may not exceed 10% of the value
of the Portfolio's total assets at the time the borrowing is made and a
Portfolio may not make additional investments during any period that
its borrowings exceed 5% of the value of the Portfolio's total assets.
For purposes of this restriction, "borrowing" shall not include reverse
repurchase agreements.
6. Enter into reverse repurchase agreements if such investments, taken
together with borrowings represented by senior securities of the
Portfolio, exceed 33% of the total assets of the Portfolio less
liabilities other than obligations under such borrowings and reverse
repurchase agreements.
18. Issue any senior securities (as defined in the Investment Company Act
of 1940), other than as set forth in restriction 3 and restriction 6
and except to the extent that using options or purchasing securities on
a when-issued or forward commitment basis may be deemed to constitute
issuing a senior security.
IT IS PROPOSED THAT EACH PORTFOLIO REPLACE ITS CURRENT POLICIES REGARDING
BORROWING AND THE ISSUANCE OF SENIOR SECURITIES WITH THE FOLLOWING POLICY:
THE PORTFOLIOS WILL NOT BORROW MONEY OR ISSUE SENIOR SECURITIES, EXCEPT
AS PERMITTED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND
AS INTERPRETED OR MODIFIED FROM TIME TO TIME BY ANY REGULATORY AUTHORITY
HAVING JURISDICTION.
Borrowing
The Board believes that the Portfolios' current policies regarding
borrowing are unnecessarily restrictive and could be disadvantageous to
shareholders. Each Portfolio is currently limited to borrowing an amount no
greater than 10% of total assets. In addition, each Portfolio's ability to enter
into reverse repurchase agreements is limited. Under a reverse repurchase
agreement, a Portfolio sells a security and agrees to repurchase the security
from the buyer at an agreed upon price and future date. A reverse repurchase
agreement may be considered a form of borrowing by the Portfolio from the buyer,
collateralized by the security.
The addition of borrowing power will provide the Portfolios with greater
flexibility to respond to sudden needs for cash that may arise and that cannot
be anticipated. Ordinarily, a Portfolio would expect to be able to
6
<PAGE> 9
meet needs for cash to facilitate redemptions by using current cash flow arising
from new investments, investment income, and liquidations of securities in the
ordinary course of business. However, there may be instances when these sources
of cash flow are not sufficient to meet current cash needs, in which case the
ability to borrow money may be advantageous to the Portfolios.
The proposed policy would permit each Portfolio to engage in borrowing in a
manner and to the full extent permitted by applicable law, including through the
use of reverse repurchase agreements. The 1940 Act requires borrowings,
including any borrowing through reverse repurchase agreements, to have 300%
asset coverage, which means, in effect, that each Portfolio would be permitted
to borrow up to an amount equal to one-third of the value its total assets under
the proposed borrowing policy. This asset coverage requirement applies at all
times, and not just at the time of borrowing.
All borrowing involves risks. Interest paid by a Portfolio on borrowed
funds would decrease the net earnings of the Portfolio. In addition, if a
Portfolio were to incur debt to purchase additional securities, a practice known
as "leveraging," the Portfolio would incur a loss unless the income or gain on
such investment exceeded the interest payable with respect to the borrowing.
Borrowing for leverage would increase a Portfolio's volatility and the risk of
loss in a declining market. However, the Board has no current intention of
authorizing the Portfolios to borrow for leverage purposes. As a nonfundamental
investment restriction, each Portfolio will not acquire any new securities while
borrowings, including borrowings through reverse repurchase agreements, exceed
5% of total assets.
Senior Securities
"Senior securities" include any obligation of a fund that takes priority
over the claims of the fund's shareholders. The 1940 Act prohibits open-end
funds from issuing most types of senior securities, but permits funds, if
specified conditions are met, to enter into certain transactions that might be
considered to involve the issuance of senior securities. For example, a fund may
enter into a transaction that obligates it to pay money at a future date, such
as purchasing securities on a when-issued basis, if cash or liquid securities
are set aside to cover the obligation.
Under their current fundamental policy, the Portfolios are barred from
issuing senior securities, except to the extent that they are expressly
permitted to borrow and to enter into reverse repurchase agreements, and to the
extent that using options or purchasing securities on a when-issued or forward
commitment basis may be deemed to constitute issuing a senior security. Under
the proposed new fundamental policy, the Portfolios would be permitted to enter
into obligations that might be deemed "senior securities" to the full extent
permitted by the 1940 Act, as interpreted or modified from time to time by any
regulatory authority having jurisdiction.
The Board of Directors believes that this change is desirable because new
types of Portfolio obligations may be created in the future that could be deemed
"senior securities" but may be permitted by the SEC. In addition, in the future
the SEC could modify its current positions concerning the conditions under which
funds can issue obligations that might be deemed "senior securities." The
proposed policy, unlike the current policy, would permit the Portfolios to take
advantage of such new types of obligations and new regulatory positions without
seeking shareholder approval in specific instances.
B. MODIFY THE POLICY REGARDING CONCENTRATION IN A PARTICULAR INDUSTRY
This proposal applies to all Portfolios.
The 1940 Act requires that each Portfolio have a fundamental policy
governing its ability to concentrate investments in a particular industry or
group of industries. The Portfolios' current fundamental policy governing
industry concentration provides that no Portfolio will:
2. Purchase the securities of issuers conducting their principal business
activity in a single industry, if immediately after such purchase the
value of its investments in such industry would exceed 25% of the value
of the Portfolio's total assets, provided that (a) telephone, gas, and
electric public utilities are each regarded as separate industries and
(b) banking, savings and loan associations, savings banks and
7
<PAGE> 10
finance companies as a group will not be considered a single industry
for the purpose of this limitation. There is no limitation with respect
to the concentration of investments in securities issued or guaranteed
by the United States Government, its agencies or instrumentalities, or
certificates of deposit and bankers' acceptances of United States banks
and savings and loan associations, and this limitation shall not apply
in the Mortgage Securities Portfolio to investments in the mortgage and
mortgage-finance industry (in which more than 25% of the value of the
Portfolio's total assets will, except for temporary defensive positions,
be invested), and this limitation shall not apply to the Global Bond
Portfolio, or to the Real Estate Securities Portfolio.
IT IS PROPOSED THAT THE PORTFOLIOS REPLACE THEIR CURRENT POLICIES REGARDING
INDUSTRY CONCENTRATION WITH THE FOLLOWING POLICY:
THE PORTFOLIOS WILL NOT CONCENTRATE THEIR INVESTMENTS IN A PARTICULAR
INDUSTRY, EXCEPT THAT:
(A) WITH RESPECT TO MONEY MARKET PORTFOLIO, THIS LIMITATION DOES NOT
APPLY TO INVESTMENTS IN DOMESTIC BANKS.
(B) UNDER NORMAL MARKET CONDITIONS, MORTGAGE SECURITIES PORTFOLIO WILL
CONCENTRATE ITS INVESTMENTS IN THE MORTGAGE AND MORTGAGE-FINANCE
INDUSTRY. MORTGAGE SECURITIES PORTFOLIO WILL NOT CONCENTRATE ITS
INVESTMENTS IN ANY OTHER PARTICULAR INDUSTRY.
(C) UNDER NORMAL MARKET CONDITIONS, REAL ESTATE SECURITIES PORTFOLIO
WILL CONCENTRATE ITS INVESTMENTS IN THE REAL ESTATE OR REAL ESTATE
RELATED INDUSTRY. REAL ESTATE SECURITIES PORTFOLIO WILL NOT
CONCENTRATE ITS INVESTMENTS IN ANY OTHER PARTICULAR INDUSTRY.
(D) INDEX 500 PORTFOLIO MAY CONCENTRATE ITS INVESTMENTS IN A PARTICULAR
INDUSTRY IF THE S&P 500 INDEX IS SO CONCENTRATED.
(E) INDEX 400 MID-CAP PORTFOLIO MAY CONCENTRATE ITS INVESTMENTS IN A
PARTICULAR INDUSTRY IF THE S&P 400 MID-CAP INDEX IS SO CONCENTRATED.
FOR PURPOSES OF THIS LIMITATION, THE U.S. GOVERNMENT, AND STATE OR
MUNICIPAL GOVERNMENTS AND THEIR POLITICAL SUBDIVISIONS, ARE NOT CONSIDERED
MEMBERS OF ANY INDUSTRY. WHETHER A PORTFOLIO IS CONCENTRATING IN AN
INDUSTRY SHALL BE DETERMINED IN ACCORDANCE WITH THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED, AND AS INTERPRETED OR MODIFIED FROM TIME TO TIME BY
ANY REGULATORY AUTHORITY HAVING JURISDICTION.
The 1940 Act requires that a Portfolio state its position regarding
concentration in an industry. While the 1940 Act does not define what
constitutes "concentration," the staff of the SEC takes the position that
investment of 25% or more of a Portfolio's assets in an industry constitutes
concentration. If a Portfolio concentrates in an industry, it must at all times
have 25% or more of its assets invested in that industry, and if its policy is
not to concentrate, it must invest less than 25% of its assets in the applicable
industry, unless, in either case, the Portfolio discloses the specific
conditions under which it will change from concentrating to not concentrating or
vice versa.
The principal changes that would result from replacing the current policy
with the proposed policy are as follows:
- Rather than defining concentration, the proposed policy states that
whether a Portfolio is concentrating in an industry shall be determined
in accordance with the 1940 Act as it is interpreted from time to time.
This will provide the Portfolios with more flexibility if the staff of
the Commission reinterprets the term "concentrate."
- Rather than specifying that certain types of businesses are considered
separate industries, the proposed policy permits each Portfolio to make
this determination, subject to applicable regulatory rules. Under current
rules, a Portfolio is permitted to adopt reasonable definitions of what
constitutes an industry, or it may use standard classifications
recognized by the SEC, or some combination thereof. Because a Portfolio
can create its own reasonable industry classifications, management
believes that it is not necessary to include such matters in the
fundamental policies of the Portfolios.
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- The proposed policy clarifies that Index 500 Portfolio and Index 400
Mid-Cap Portfolio can concentrate if the indices which they seek to
replicate are so concentrated.
- The proposed policy clarifies that the concentration in which Real Estate
Securities Portfolio may engage is limited to the real estate or real
estate related industry.
- The proposed policy clarifies that the exception for bank obligations
applies only to Money Market Portfolio.
- Consistent with SEC positions, the proposed policy provides that state or
municipal governments and their political subdivisions are not considered
members of any industry. The current policy already effectively provides
(and the proposed policy will provide) that the U.S. Government is not
considered a member of any industry.
- Consistent with SEC requirements, Global Bond Fund, which is not
currently subject to a fundamental policy regarding industry
concentration, would become subject to the proposed fundamental policy.
C. MODIFY THE POLICY REGARDING INVESTMENTS IN REAL ESTATE
This proposal applies to all Portfolios.
The 1940 Act requires that each Portfolio have a fundamental policy
governing its ability to invest in real estate. The Portfolios' current
fundamental policy regarding real estate investments provides that no Portfolio
will:
8. Purchase or sell real estate, except that each Portfolio may invest in
securities secured by real estate or interests therein or securities
issued by companies which invest in real estate or interests therein.
IT IS PROPOSED THAT EACH PORTFOLIO REPLACE ITS CURRENT POLICY REGARDING
INVESTMENTS IN REAL ESTATE WITH THE FOLLOWING POLICY:
THE PORTFOLIOS WILL NOT PURCHASE OR SELL REAL ESTATE UNLESS ACQUIRED AS A
RESULT OF OWNERSHIP OF SECURITIES OR OTHER INSTRUMENTS, BUT THIS SHALL NOT
PREVENT THE PORTFOLIOS FROM INVESTING IN SECURITIES OR OTHER INSTRUMENTS
BACKED BY REAL ESTATE OR INTERESTS THEREIN OR IN SECURITIES OF COMPANIES
THAT DEAL IN REAL ESTATE OR MORTGAGES.
Both the current and the proposed policies generally prohibit the
Portfolios from making direct investments in real estate. In addition, both the
current and the proposed policies generally allow the Portfolios to invest in
securities that are backed by real estate and in securities of companies invest
in real estate and mortgages on real property.
The principal difference between the current and the proposed policies is
that the proposed policy would allow a Portfolio to hold and sell real estate if
the Portfolio acquired the real estate as a result of its ownership of
securities or other instruments. This could occur, for example, if a Portfolio
held a security which was collateralized by real estate, and had to foreclose on
the real estate in order to realize on the security. Although Advantus Capital
does not expect this to be a common occurrence, it has recommended that
provision be made for the possibility.
D. MODIFY THE POLICY REGARDING INVESTMENTS IN COMMODITIES
This proposal applies to all Portfolios.
The 1940 Act requires that each Portfolio have a fundamental policy
governing its ability to invest in commodities. The Portfolios' current
fundamental policy regarding investments in commodities provides that no
Portfolio will:
9. Buy or sell oil, gas or other mineral leases, rights or royalty
contracts or commodities or commodity contracts, including futures
contracts, except that the International Stock Portfolio and Global Bond
Portfolio may purchase and sell futures contracts on financial
instruments and indices and options on such futures contracts and may
purchase and sell futures contracts on foreign securities and options on
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such futures contracts, and except that the Index 400 Mid-Cap Portfolio
may purchase and sell stock index futures contracts. This restriction
does not prevent the Portfolios from purchasing securities of companies
investing in any of the foregoing.
IT IS PROPOSED THAT EACH PORTFOLIO REPLACE ITS CURRENT POLICY REGARDING
INVESTMENTS IN COMMODITIES WITH THE FOLLOWING POLICY:
THE PORTFOLIOS WILL NOT PURCHASE PHYSICAL COMMODITIES OR CONTRACTS RELATING
TO PHYSICAL COMMODITIES.
The revised fundamental policy regarding investments in commodities is
being proposed principally to reflect developments in the financial markets
since the current policy was adopted. At the time the 1940 Act was enacted, the
term "commodities" was understood to refer principally to physical commodities
such as agricultural products, precious and base metals, oil and gas, and the
like. In recent years, however, a variety of new financial contracts and
instruments, such as interest rate, currency and stock index futures contracts,
have been created which may be considered to be "commodities" for regulatory
purposes. Thus, a policy which bars a Portfolio from investing in "commodities"
may prevent the Portfolio from using these new types of financial contracts and
instruments in managing their investments.
The current fundamental policy permits three of the Portfolios to use
specified types of financial instruments which might be deemed "commodities" in
managing their investments. The Board of Directors believes, however, that these
and the other Portfolios should have the flexibility to choose from among the
full range of such financial instruments, without having to determine whether a
particular instrument might be deemed a "commodity." Although the Portfolios
currently do not intend to change their policies regarding investments in
futures contracts, options on futures contracts and similar instruments, the
Board believes that it would be in shareholders best interests for the
Portfolios to have the maximum flexibility regarding the use of these
instruments going forward.
The current fundamental policy also bars the Portfolios from investing in
oil, gas or other mineral leases, rights or royalty contracts. This provision
was adopted in response to state regulations which are no longer applicable.
Therefore, the proposed policy does not contain a provision dealing with these
types of investments. However, the Portfolios have no current intention of
investing in oil, gas or other mineral leases, rights or contracts.
Futures contracts are standardized, exchange-traded contracts that require
delivery of the underlying financial instrument (such as a bond, currency or
stock index) at a specified price, on a specified future date. The buyer of the
futures contract agrees to buy the underlying financial instruments from the
seller at a fixed purchase price upon the expiration of the contract. The seller
of the futures contract agrees to sell the underlying financial instrument to
the buyer at expiration at the fixed sales price. In most cases, delivery never
takes place. Instead, both the buyer and the seller, acting independently of
each other, usually liquidate their long and short positions before the contract
expires; the buyer sells futures and the seller buys futures.
Futures may be used for hedging (i.e., to protect against adverse future
price movements in portfolio securities, or in securities a fund intends to
purchase). For example, a portfolio manager who thinks that the stock market
might decline could sell stock index futures to safeguard a fund's portfolio. If
the market declines as anticipated, the value of stocks in the portfolio would
decrease, but the value of the futures contracts would increase. Futures
contracts may also be used to speculate on the market. For example, a portfolio
manager might buy stock index futures on the expectation that the value of the
particular index will rise, even though the stocks comprising the index are
unrelated to stocks held in the portfolio or that the portfolio manager intends
to purchase. Using futures for speculation, however, involves significant risk
since futures contracts are highly leveraged instruments. When a portfolio
manager enters into a futures contract, the manager needs to put up only a small
fraction of the value of the underlying contract as collateral, yet gains or
losses will be based on the full value of the contract. In order to avoid the
need to register with the Commodity Futures Trading Commission ("CFTC") as a
"commodity pool operator," each Portfolio will use futures contracts and options
on futures contracts only (a) for "bona fide hedging purposes" (as defined in
CFTC regulations) or (b) for other purposes so long as the aggregate initial
margins and premiums required in connection with non-hedging positions do not
exceed 5% of the liquidation value of the Portfolio's assets.
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The use of futures contracts, options on futures contracts and similar
instruments would expose a Portfolio to additional investment risks and
transaction costs. Risks include: the risk that interest rates, securities
prices or currency markets will not move in the direction that the investment
adviser anticipates; an imperfect correlation between the price of the
instrument and movements in the prices of any securities or currencies being
hedged; the possible absence of a liquid secondary market for any particular
instrument and possible exchange-imposed price fluctuation limits; leverage
risk, which is the risk that adverse price movements in an instrument can result
in a loss substantially greater than the Portfolio's initial investment in that
instrument; and the risk that the counterparty to an instrument will fail to
perform its obligations.
E. MODIFY THE POLICIES REGARDING LENDING
This proposal applies to all Portfolios.
The 1940 Act requires each Portfolio to have a fundamental policy regarding
lending. The Portfolios' current fundamental policies regarding lending provide
that no Portfolio will:
10. Lend money to other persons except by the purchase of obligations in
which the Portfolio is authorized to invest and by entering into
repurchase agreements. For the purposes of this restriction, collateral
agreements with respect to options, forward currency and future
transactions will not be deemed to involve loans of securities.
Securities lending may be specifically authorized for a Portfolio as
described in the Prospectus.
4. Lend securities in excess of 20% of the value its total assets. For the
purposes of this restriction, collateral arrangements with respect to
options, forward currency and futures transactions will not be deemed
to involve loans of securities.
IT IS PROPOSED THAT EACH PORTFOLIO REPLACE ITS CURRENT POLICY REGARDING
LENDING WITH THE FOLLOWING POLICY:
THE PORTFOLIOS MAY NOT MAKE LOANS EXCEPT AS PERMITTED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, AND AS INTERPRETED OR MODIFIED FROM TIME
TO TIME BY ANY REGULATORY AUTHORITY HAVING JURISDICTION.
Under the Portfolios' current fundamental lending policy, a Portfolio may
not make loans to others except by (a) purchasing obligations (such as bonds) in
which the Portfolio is authorized to invest, (b) entering into repurchase
agreements (which may be deemed a form of lending), and (c) lending portfolio
securities in an amount up to 20% of the value of its total assets. The policy
also specifies that certain other types of investments will not be deemed to
involve "lending" by a Portfolio.
Under the Portfolios' proposed new fundamental lending policy, each
Portfolio would be allowed to lend in a manner and to the extent permitted by
the 1940 Act, as interpreted or modified from time to time. Accordingly, the
Portfolios could continue to enter into repurchase agreements and could lend
portfolio securities to the full extent permitted under the 1940 Act. With
respect to securities lending, under current regulatory positions the maximum
amount that any Fund could lend under the 1940 Act would be portfolio securities
equal to one-third of the value of the Fund's total assets (including securities
lent), compared to the 20% of total assets permitted under the Portfolios'
current policy.
In addition, under the proposed new fundamental policy, the Portfolios
could rely on such regulatory interpretations as may be issued from time to time
concerning what types of transactions are not deemed to involve "lending" for
1940 Act purposes, and could engage in such other types of "lending" as may be
permitted under the 1940 Act and applicable interpretations from time to time.
The proposed policy, unlike the current policy, thus would permit the Portfolios
to take advantage of new regulatory interpretations as they are issued, without
seeking shareholder approval in specific instances.
The proposed new policy also would permit the Portfolios, subject to the
receipt of any necessary regulatory approval and Board authorization, to enter
into other lending arrangements, including lending agreements under which the
Portfolios could for temporary purposes lend money directly to and borrow money
directly from each other (and other funds advised by Advantus Capital) through a
credit facility. Although the Portfolios have no current intention of entering
into these types of lending arrangements, the Board
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believes that it would be in shareholders' best interests for the Portfolios to
have maximum flexibility regarding the use of lending. If the Board determines
in the future that such transactions are warranted, inter-fund lending
arrangements could possibly reduce the Portfolios' borrowing costs and enhance
their ability to earn higher rates of interest on available cash.
F. ELIMINATE THE POLICY RESTRICTING MARGIN PURCHASES AND SHORT SALES
This proposal applies to all Portfolios.
The Portfolios have a fundamental policy, separate and apart from their
borrowing policies, prohibiting them from purchasing securities on margin. The
same policy also prohibits the Portfolios from making short sales other than
limited amounts of short sales "against the box." The Portfolios' current
fundamental policy on these topics provides that no Portfolio will:
5. Purchase securities on margin (but it may obtain such short-term credits
as may be necessary for the clearance of purchases and sales of
securities); or make short sales except where, by virtue of ownership of
other securities, it has the right to obtain, without payment of further
consideration, securities equal in kind and amount to those sold, and
only to the extent that the Portfolio's short positions will not at the
time of any short sales aggregate in total sales prices more than 10% of
its total assets. For purposes of this restriction, collateral
arrangements with respect to options, forward currency and futures
transactions will not be deemed to involve the use of margin.
It is proposed that this policy be eliminated.
The Portfolios adopted this policy in order to comply with state laws that
no longer apply. The Board believes that the portion of the policy that
prohibits the purchase of securities on margin is not necessary because a
Portfolio's ability to engage in margin transactions is limited by the 1940 Act.
Margin transactions involve the purchase of securities with money borrowed from
a broker, with cash or eligible securities being used as collateral against the
loan. A Portfolio's potential use of margin transactions beyond transactions in
futures and options and for the clearance of purchases and sales of securities,
including the use of margin in ordinary securities transactions, will generally
be limited by the current position taken by the staff of the SEC that margin
transactions with respect to securities are prohibited under the 1940 Act
because they create senior securities. A Portfolio's ability to engage in margin
transactions is also limited by the restrictions on borrowing imposed by the
1940 Act.
The Board also believes that the portion of the policy that prohibits short
sales of securities is not necessary because each Portfolio is limited in its
ability to sell securities short by the restrictions on the issuance of senior
securities imposed by the 1940 Act. A short sale is made by selling a security a
Portfolio does not own. A short sale is "against the box" if the Portfolio
contemporaneously owns, or has the right to obtain at no added cost, securities
identical to those sold short. The SEC staff has taken the position that a short
sale, other than a short sale against the box, involves the creation of a senior
security, and violates the 1940 Act prohibition on the issuance of senior
securities unless the fund sets aside cash or liquid securities in an amount
equal to the current value of the securities sold short.
Under the current policy, a Portfolio can make short sales against the box
if the total sales prices of such sales do not exceed 10% of the Portfolio's
total assets. If the current policy is eliminated, the Portfolios' ability to
make short sales against the box will not be so limited. The Board does not
believe that this will expose the Portfolios to material additional risk, since
a Portfolio must in any event own the security being sold short, or have the
right to obtain it at no added cost, when it makes the short sale. Thus, a
Portfolio only can make a short sale if it is effectively "covered" at the time
of the sale.
If shareholders vote to eliminate the current fundamental policy, the Board
intends to adopt nonfundamental policies providing that (a) the Portfolios may
not make short sales of securities, other than short sales "against the box,"
and (b) the Portfolios may not purchase securities on margin, but they may
obtain such short-term credits as may be necessary for the clearance of
securities transactions and they may make margin deposits in connection with
futures contracts. These policies could be amended or eliminated in the future
without shareholder approval.
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G. ELIMINATE DIVERSIFICATION POLICIES
This proposal applies to all Portfolios except Global Bond Portfolio.
Each of the Portfolios except Global Bond Portfolio is subject to a
fundamental policy related to diversification. These Portfolios' current
fundamental policy on regarding diversification provides that no such Portfolio
will:
1. With respect to at least 75% of the value of the total assets in the
Portfolio, invest more than 5% of the value of such assets in accordance
of any one issuer (except securities issued or guaranteed by the United
States Government, its agencies or instrumentalities and bank
obligations) or invest in more than 10% of the voting securities of any
one issuer. This limitation shall not apply to the Global Bond
Portfolio.
Management believes that it is appropriate to eliminate this investment
policy. Each of the foregoing Portfolios has elected to operate as a
"diversified" investment company as defined under the 1940 Act. Under the 1940
Act, this election cannot be changed without a shareholder vote. (Global Bond
Portfolio has elected to operate as a "non-diversified" investment company as
defined under the 1940 Act, which election could be changed without a
shareholder vote.) Section 5(b)(1) of the 1940 Act currently defines a
diversified investment company as one that meets the following requirements:
At least 75% of the value of its total assets is represented by cash and
cash items (including receivables), Government securities, securities of
other investment companies, and other securities for the purposes of this
calculation limited in respect of any one issuer to an amount not greater
in value than 5 per centum of the value of the total assets of such
management company and to not more than 10 per centum of the outstanding
voting securities of such issuer.
Since each of these Portfolios has elected to operate as a diversified
investment company, each is required to comply with the foregoing requirements
regardless of whether it is subject to a fundamental policy to the same effect.
Since the fundamental policy that is currently in effect is nearly identical to
the 1940 Act's requirements, management believes that the fundamental policy is
redundant and unnecessary. The Board therefore recommends that the fundamental
policy be eliminated.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH PORTFOLIO
VOTE TO APPROVE THE PROPOSED CHANGES TO THAT PORTFOLIO'S INVESTMENT POLICIES. In
order to be approved with respect to a Portfolio, the changes must be approved
by a majority of the outstanding shares of the Portfolio, as defined in the 1940
Act, 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. If voting instructions are not received from a Contract owner or
annuitant, Minnesota Life will vote Portfolio shares held in its sub-accounts
(as well as Portfolio shares not attributable to Contracts) in the same
proportion as Portfolio shares of held by the sub-accounts for which
instructions are received.
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PROPOSAL THREE
TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND AND ADVANTUS CAPITAL
This proposal applies to all Portfolios.
INTRODUCTION
The Board of Directors is recommending that shareholders of each Portfolio
approve an amended investment advisory agreement between the Fund, on behalf of
each Portfolio, and Advantus Capital. The proposed amendments to the advisory
agreement consist of:
- changes to the schedule of advisory fees that are payable by certain
Portfolios to Advantus Capital;
- deletion of a provision requiring Advantus Capital to bear all
advertising and promotional expenses in connection with the distribution
of the Fund's shares; and
- modifications which would allow the agreement to be amended without
shareholder approval when regulatory interpretations of the 1940 Act so
permit.
Under this proposal, advisory fees would not be changed for Maturing Government
Bond 2002 Portfolio, Maturing Government Bond 2006 Portfolio, or Maturing
Government Bond 2010 Portfolio (the "Term Portfolios"). However, the proposed
changes noted in the second two bullet points above do apply to the Term
Portfolios, as well as to the other Portfolios. The provisions of the advisory
agreement that are not proposed to be changed are summarized below under
"-- Information Concerning the Investment Advisory Agreement." A copy of the
investment advisory agreement, as it is proposed to be amended, is attached to
this proxy statement as Appendix A.
With respect to most Portfolios, the advisory fee payable under the amended
agreement would be lower than the advisory fee payable under the agreement in
its present form. In no case would the advisory fee be higher under the amended
agreement. In addition, in most cases "breakpoints" would be added to the
advisory fee schedule, so that the advisory fee as a percentage of a Portfolio's
net assets would decrease as the Portfolio becomes larger. A detailed comparison
of the current and proposed advisory fee schedules is set forth below under the
caption "-- Current and Proposed Advisory Fee Schedules."
As described under "PROPOSAL FOUR" below, the Board of Directors also is
proposing that each Portfolio other than the Term Portfolios approve a plan of
distribution under Rule 12b-1, pursuant to which each such Portfolio would pay a
distribution fee equal to 0.25% of the Portfolio's average daily net assets per
annum. EVEN IF SHAREHOLDERS OF A PORTFOLIO APPROVE THE CHANGES TO THE ADVISORY
FEE SCHEDULE DISCUSSED IN THIS SECTION, THESE CHANGES WILL NOT BE IMPLEMENTED
UNLESS SUCH SHAREHOLDERS ALSO APPROVE THE PROPOSED PLAN OF DISTRIBUTION.
The advisory agreement currently provides that Advantus Capital 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 and the costs of sales
literature. If the plan of distribution referred to above is approved by
shareholders, these expenses then would be paid by the Fund's distributor out of
its distribution fee, rather than by Advantus Capital, except in the case of the
Term Portfolios. The Board of Directors therefore is also recommending that
shareholders approve the removal of this provision from the advisory agreement.
Although the Term Portfolios will not be subject to the proposed plan of
distribution, sales of their shares are not expected to be actively promoted in
the future. For this reason, they are not expected to have advertising or
promotional expenses in the future. Accordingly, the Board is recommending that
the provision in the current advisory agreement requiring Advantus Capital to
bear such expenses be removed with respect to the Term Portfolios, as well as
with respect to those Portfolios which would become subject to the proposed plan
of distribution.
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The advisory agreement also currently provides that it can be amended with
respect to a Portfolio only with the vote of a majority of the outstanding
voting securities of that Portfolio. The Board of Directors is recommending that
the agreement be amended to allow Advantus Capital and the Portfolios to amend
the agreement subject to the provisions of Section 15 of the 1940 Act, as
modified or interpreted by the SEC. This change will allow Advantus Capital and
a Portfolio to amend the agreement as it pertains to that Portfolio without
shareholder vote if the 1940 Act permits them to do so. For example, under
current interpretations of Section 15 of the 1940 Act, Advantus Capital and the
Portfolios would have the ability to amend the advisory agreement to immediately
reflect a management fee decrease (but not an increase) without the delay of
having first to conduct a proxy solicitation. In short, the proposed
modification gives Advantus Capital and the Portfolios added flexibility to
amend the advisory agreement subject to 1940 Act constraints. Of course, any
such amendment would require the approval of the respective Fund's Board of
Directors.
WITH RESPECT TO 11 OF THE 19 PORTFOLIOS COVERED BY THIS PROPOSAL, THE NET
EFFECT ON A PRO FORMA BASIS OF APPROVING THE CHANGES TO THE ADVISORY AGREEMENT
THAT ARE DISCUSSED IN THIS SECTION AND THE PLAN OF DISTRIBUTION THAT IS
DISCUSSED UNDER "PROPOSAL FOUR" WILL BE TO INCREASE THE TOTAL EXPENSES BORNE BY
THE PORTFOLIOS AND, INDIRECTLY, BY SHAREHOLDERS. EXPENSE TABLES SHOWING THE
CURRENT EXPENSES OF THE PORTFOLIOS OTHER THAN THE TERM PORTFOLIOS (WHOSE
ADVISORY FEES AND OTHER EXPENSES WILL NOT CHANGE), AND THEIR PRO FORMA EXPENSES
ASSUMING APPROVAL OF THESE CHANGES, ARE SET FORTH BELOW UNDER "-- ACTUAL AND PRO
FORMA EXPENSE TABLES AND EXAMPLES."
BACKGROUND; REASONS FOR BOARD OF DIRECTORS' RECOMMENDATION
In February 2000, Advantus Capital recommended that the Board of Directors
approve certain changes to the ways in which the Portfolios are marketed to
Contract owners and the related distribution and shareholder servicing expenses
are borne. Advantus Capital observed that the Portfolios never have utilized a
principal underwriter or distributor in connection with the distribution of
their shares. Instead, as noted before, the advisory agreement between Advantus
Capital and the Fund calls for Advantus Capital itself to bear all advertising
and promotional expenses in connection with the distribution of the Fund's
shares.
Advantus Capital then noted that, although it has borne the Portfolios'
distribution-related expenses as required by the current advisory agreement
since the Portfolios' inception dates, other entities within the Minnesota Life
family of companies, principally Minnesota Life itself, historically have played
a substantial role in actually marketing the Portfolios to Contract owners.
Advantus Capital also noted that in recent years, the channels through which
variable annuity and variable life contracts and their underlying portfolios are
marketed to the public have evolved substantially, as have the means by which
and entities through which distribution- and shareholder servicing-related
activities are carried out.
In view of these trends, Advantus Capital recommended that another company
within the Minnesota Life family of companies, Ascend Financial Services, Inc.
("Ascend Financial"), should become the distributor for the Portfolios. It noted
that Ascend Financial, a registered broker-dealer, already acts as distributor
for eleven mutual funds advised by Advantus Capital which are offered directly
to the public, rather than through Contracts. Ascend Financial thus has
developed marketing experience and expertise from which the Portfolios might
benefit.
In conjunction with this recommendation, Advantus Capital made three
related recommendations concerning the fees paid by the Portfolios. First, it
recommended that the Board should approve a Rule 12b-1 plan of distribution and
a distribution agreement under which the Portfolios, other than the Term
Portfolios, would pay Ascend Financial a distribution fee of 0.25% of average
daily net assets per annum. This distribution fee would enable Ascend Financial
to undertake distribution-related and marketing activities on behalf of these
Portfolios, either directly or through Minnesota Life or other affiliated or
unaffiliated third parties. The plan of distribution, and the factors considered
by the Board of Directors in approving it, are described in detail below under
the caption "PROPOSAL FOUR."
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Second, Advantus Capital recommended that the schedule of investment
advisory fees paid by the Portfolios to Advantus Capital should be changed in
the following two ways:
- The advisory fee, as a percentage of average daily net assets, should be
decreased for 15 of the 19 Portfolios covered by this proposal.
- "Breakpoints" should be added to the advisory fee schedule for 13 of
these Portfolios. Under these "breakpoints," the advisory fee, as a
percentage of average daily net assets, would decrease as the Portfolios
become larger. In addition, the "breakpoints" which are currently in
place for a fourteenth Portfolio would be modified.
As noted before, advisory fees are not proposed to be changed for the Term
Portfolios. A detailed comparison of the current and proposed advisory fee
schedules of the affected Portfolios is set forth below under the caption
"-- Current and Proposed Advisory Fee Schedules."
Third, Advantus Capital recommended deletion of the provision currently
contained in the advisory agreement which calls for it to bear all advertising
and promotional expenses in connection with the distribution of the Fund's
shares. This deletion would reflect the fact that under the recommended new
distribution plan and agreement, Ascend Financial would bear the Portfolios'
distribution-related expenses, rather than Advantus Capital, except in the case
of the Term Portfolios. As noted before, the Term Portfolios are not expected to
have such expenses in the future.
In addition to these changes, Advantus Capital also recommended that the
advisory agreement be amended to permit it to be amended in the future without
shareholder approval if current regulatory interpretations of the 1940 Act so
permit, as described under "-- Introduction" above.
In determining whether to approve the proposed changes to the advisory
agreement, the Board of Directors considered the following material factors:
- The Board noted that in several cases, the net effect of the proposed
revisions to the Portfolios' advisory fee schedules and the institution
of the proposed Rule 12b-1 distribution plan would be no change to
individual Portfolios' total expense ratios or, in one case, a decrease
in the total expense ratio. In these cases, shareholders would benefit
from the proposed new breakpoints in the advisory fee schedule and from
the proposed new distribution arrangements, while not experiencing any
financial detriment.
- The Board recognized that in several other cases, the net effect of the
proposed revisions to the Portfolios' advisory fee schedules and the
institution of the proposed Rule 12b-1 distribution plan would be to
increase individual Portfolios' total expense ratios. In these cases,
however, the Board did not believe it would be in shareholders' interests
to decrease advisory fees by an amount equivalent to the new distribution
fee (thus resulting in no change to total expense ratios), for the
following reasons:
- The Board recognized that the Portfolios' advisory fee schedules have
not been modified since the Portfolios' respective dates of inception,
which date as far back as 1985. Advantus Capital represented that since
these respective dates of inception, competition among mutual funds for
qualified portfolio managers, analysts, and sub-advisers has
intensified. Advantus Capital also presented information indicating that
this increased competition has increased the expense associated with
attracting and retaining qualified portfolio managers, securities
analysts, and sub-advisers. Advantus Capital represented that the
proposed new advisory fee schedule has been designed to enable it to
meet this competition. The Board believed that it would be in
shareholders' interests for Advantus Capital to continue to have the
ability to attract and retain qualified portfolio managers, analysts,
and sub-advisers.
- The Board reviewed information concerning the advisory fees paid by
comparable mutual funds offered through variable insurance products and
an analysis of the anticipated profitability of the proposed new
advisory fee schedule to Advantus Capital. In addition, the Board
reviewed the nature, quality, and extent of the investment advisory
services provided and to be provided by Advantus Capital to the
Portfolios and the Portfolios' historical performance. Based on these
reviews, the
16
<PAGE> 19
Board believed that the proposed advisory fees are reasonable in light
of the nature, quality, and extent of the investment advisory services
provided and to be provided by Advantus Capital to the Portfolios and
the Portfolios' historical performance.
- The Board also reviewed information concerning the total expense ratios
of comparable mutual funds. Based on this review, the Board believed
that the Portfolios' total expense ratios after giving effect to the
proposed new advisory fee schedule and the proposed new distribution
fees would remain near or below the medians for comparable funds offered
through variable insurance products.
- The Board also noted that even those Portfolios that would experience
increased total expense ratios would benefit from the "breakpoints"
proposed by Advantus Capital at higher asset levels. It recognized,
however, that there is no assurance that any Portfolio will reach the
size at which its "breakpoints" take effect.
- In the case of the Term Portfolios, the Board noted that no change in
advisory fees is proposed and that these Portfolios are not expected to
have distribution related expenses in the future.
- The Board also considered the benefits that Advantus Capital and its
affiliates would realize under the proposed changes to the advisory fee
schedule. These benefits include the advisory fees to be received by
Advantus Capital under the investment advisory agreement; the
distribution fees to be received by Ascend Financial under the proposed
distribution plan; and the fact that Advantus Capital would be relieved
of its obligation to bear distribution-related expenses of the
Portfolios. The Board also recognized that Minnesota Life receives
administrative fees from the Portfolios for providing certain accounting,
legal and other administrative services; that Advantus Capital may
benefit from research services purchased with the Portfolios' "soft
dollars"; and that all of the foregoing types of benefits may increase as
the Portfolios' net assets increase.
- With respect to the proposal that would allow the advisory agreement to
be amended without shareholder approval when regulatory interpretations
of the 1940 Act so permit, the Board noted that current SEC
interpretations only permit this to be done when fund shareholders would
not be adversely affected. The Board expects that future SEC
interpretations also will be limited to cases in which fund shareholders
would not be adversely affected. The Board believed that this change
would save the Fund the expense of proxy solicitations in such cases,
while continuing to allow shareholders to vote on amendments to the
advisory agreement that might adversely affect them.
Based on the considerations described above, the Board of Directors
concluded that the proposed changes to the advisory agreements are in the best
interests of these Portfolios and their shareholders. Accordingly, the Board of
Directors, including those directors who are not "interested persons" of
Advantus Capital or the Fund, unanimously approved the proposed changes to the
advisory agreement at an "in-person" meeting held on February 10, 2000, and
recommended that shareholders should approve the changes as well.
17
<PAGE> 20
ACTUAL AND PRO FORMA EXPENSE TABLES AND EXAMPLES
Each Portfolio's operating expenses are paid out of its assets, and thus
are indirectly borne by shareholders. As described above and under the caption
"PROPOSAL FOUR" below, the Board of Directors is recommending that shareholders
approve both (i) changes in the schedule of investment advisory fees paid by
certain Portfolios, and (ii) the institution of a distribution fee paid by such
Portfolios pursuant to a plan of distribution under Rule 12b-1.
The following tables set forth the actual operating expenses currently
borne by these Portfolios, and the pro forma operating expenses that the
Portfolios would bear if these two changes are approved.
After the table for each Portfolio, an example is set forth which shows the
costs you would bear indirectly as a result of investing in the Portfolio. These
examples are intended to help you compare the costs of investing in the
Portfolio with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and then
either redeem or continue holding all of your shares at the end of those
periods -- the costs you bear would be the same in either event. The examples
also assume that your investment has a 5% return each year and that the
Portfolio's operating expenses remain the same. Your actual costs may be higher
or lower than those set forth in the examples.
No change is proposed in the advisory fees for Maturing Government Bond
2002 Portfolio, Maturing Government Bond 2006 Portfolio, or Maturing Government
Bond 2010 Portfolio, nor would they be subject to the distribution fee proposed
for the other Portfolios. Information concerning these Portfolios therefore is
not included in the following tables and examples.
THESE TABLES AND EXAMPLES DO NOT REFLECT THE CHARGES AND OTHER EXPENSES
ASSOCIATED WITH THE VARIABLE LIFE INSURANCE POLICIES AND VARIABLE ANNUITY
CONTRACTS WHICH INVEST IN THE PORTFOLIOS. SINCE YOU CAN ONLY INVEST IN THE
PORTFOLIOS BY INVESTING IN SUCH POLICIES AND CONTRACTS, THE TOTAL EXPENSES YOU
ACTUALLY BEAR ARE GREATER THAN THOSE SET FORTH IN THESE TABLES AND EXAMPLES. You
should refer to the prospectus for your policy or contract for information
concerning the charges and expenses associated with them.
GROWTH PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.50% 0.45%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.03% 0.03%
Total Portfolio Operating Expenses.......................... 0.53% 0.73%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$54 $75 $171 $235 $298 $408 $670 $911
</TABLE>
18
<PAGE> 21
BOND PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.50% 0.30%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.06% 0.06%
Total Portfolio Operating Expenses.......................... 0.56% 0.61%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$57 $62 $178 $194 $310 $338 $696 $757
</TABLE>
MONEY MARKET PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.50% 0.25%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.06% 0.06%
Total Portfolio Operating Expenses.......................... 0.56% 0.56%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$57 $57 $180 $180 $314 $314 $704 $704
</TABLE>
ASSET ALLOCATION PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.50% 0.35%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.03% 0.03%
Total Portfolio Operating Expenses.......................... 0.53% 0.63%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$54 $64 $171 $203 $298 $353 $669 $790
</TABLE>
19
<PAGE> 22
MORTGAGE SECURITIES PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.50% 0.30%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.06% 0.06%
Total Portfolio Operating Expenses.......................... 0.56% 0.61%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$57 $62 $181 $197 $315 $343 $707 $768
</TABLE>
INDEX 500 PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.40% 0.12%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.05% 0.05%
Total Portfolio Operating Expenses.......................... 0.45% 0.42%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$46 $43 $145 $135 $252 $236 $567 $531
</TABLE>
CAPITAL APPRECIATION PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.75% 0.50%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.04% 0.04%
Total Portfolio Operating Expenses.......................... 0.79% 0.79%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$81 $81 $252 $252 $438 $438 $977 $977
</TABLE>
20
<PAGE> 23
INTERNATIONAL STOCK PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.70% 0.59%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.19% 0.19%
Total Portfolio Operating Expenses.......................... 0.89% 1.03%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$81 $105 $284 $328 $493 $568 $1,096 $1,259
</TABLE>
SMALL COMPANY GROWTH PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.75% 0.65%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.05% 0.05%
Total Portfolio Operating Expenses.......................... 0.80% 0.95%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$82 $97 $256 $304 $446 $527 $993 $1,170
</TABLE>
VALUE STOCK PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.75% 0.50%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.05% 0.05%
Total Portfolio Operating Expenses.......................... 0.80% 0.80%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$82 $82 $257 $257 $447 $447 $996 $996
</TABLE>
21
<PAGE> 24
SMALL COMPANY VALUE PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.75% 0.70%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.81% 0.81%
Total Portfolio Operating Expenses.......................... 1.56% 1.76%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$158 $179 $492 $553 $848 $952 $1,853 $2,070
</TABLE>
GLOBAL BOND PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.60% 0.60%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.34% 0.34%
Total Portfolio Operating Expenses.......................... 0.94% 1.19%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$96 $121 $300 $378 $520 $655 $1,155 $1,444
</TABLE>
INDEX 400 MID-CAP PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.40% 0.15%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.60% 0.60%
Total Portfolio Operating Expenses.......................... 1.00% 1.00%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$102 $102 $319 $319 $554 $554 $1,228 $1,228
</TABLE>
22
<PAGE> 25
MACRO-CAP VALUE PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.70% 0.50%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.78% 0.78%
Total Portfolio Operating Expenses.......................... 1.48% 1.53%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$151 $156 $469 $485 $810 $836 $1,773 $1,828
</TABLE>
MICRO-CAP GROWTH PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 1.10% 0.95%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 0.47% 0.47%
Total Portfolio Operating Expenses.......................... 1.57% 1.67%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$160 $170 $495 $526 $885 $907 $1,867 $1,975
</TABLE>
REAL ESTATE SECURITIES PORTFOLIO
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
ANNUAL PORTFOLIO OPERATING EXPENSES: ------ ---------
<S> <C> <C>
Management Fees............................................. 0.75% 0.60%
Rule 12b-1 Fees............................................. 0% 0.25%
Other Expenses.............................................. 1.30% 1.30%
Total Portfolio Operating Expenses.......................... 2.05% 2.15%
</TABLE>
EXAMPLE (expenses borne by shareholders if shares are held for indicated
periods):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------ ------------------ ------------------ ------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
- ------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$208 $218 $643 $674 $1,104 $1,155 $2,381 $2,485
</TABLE>
CURRENT AND PROPOSED ADVISORY FEE SCHEDULES
The following table sets forth the current and proposed advisory fee
schedules for each Portfolio other than the Term Portfolios, and the net assets
of each such Portfolio at December 31, 1999. As noted before, no change is
proposed in the Term Portfolios' advisory fees. In the table, advisory fees are
expressed as a percentage of the Portfolios' average daily net assets. Where
Advantus Capital has retained or intends to retain
23
<PAGE> 26
a sub-adviser for a Portfolio, the sub-advisory fees paid by Advantus Capital
out of its advisory fee also are indicated.
<TABLE>
<CAPTION>
PORTFOLIO
---------
<S> <C> <C>
Growth.................. Current advisory fee: 0.50%
Proposed advisory fee: 0.45% of assets to $1 billion; 0.40% of assets
exceeding $1 billion
Net assets at 12/31/99: $594,675,721
Bond.................... Current advisory fee: 0.50%
Proposed advisory fee: 0.30% of assets to $500 million; 0.25% of assets
exceeding $500 million to $1 billion; 0.20% of
assets exceeding $1 billion
Net assets at 12/31/99: $181,881,241
Money Market............ Current advisory fee: 0.50%
Proposed advisory fee: 0.25% of assets to $1 billion; 0.20% of assets
exceeding $1 billion
Net assets at 12/31/99: $156,579,677
Asset Allocation........ Current advisory fee: 0.50%
Proposed advisory fee: 0.35% of assets to $1 billion; 0.30% of assets
exceeding $1 billion
Net assets at 12/31/99: $750,128,689
Mortgage Securities..... Current advisory fee: 0.50%
Proposed advisory fee: 0.30% of assets to $1 billion; 0.25% of assets
exceeding $1 billion
Net assets at 12/31/99: $138,815,267
Index 500............... Current advisory fee: 0.40%
Proposed advisory fee: 0.15% of assets to $250 million; 0.10% of assets
exceeding $250 million to $1 billion; 0.075% of
assets exceeding $1 billion
Net assets at 12/31/99: $657,824,365
Capital Appreciation.... Current advisory fee: 0.75%
Proposed advisory fee: 0.50% of assets to $1 billion; 0.45% of assets
exceeding $1 billion
Net assets at 12/31/99: $457,448,754
Sub-advisory fee: Currently 0.375%. Commencing May 1, 2000, a new
sub-adviser will receive fees from Advantus
Capital ranging from 0.50% to 0.30%, depending
on total assets of all funds and other accounts
advised by the sub-adviser for Advantus Capital
</TABLE>
24
<PAGE> 27
<TABLE>
<CAPTION>
PORTFOLIO
---------
<S> <C> <C>
International
Stock................. Current advisory fee: 1.00% of assets to $10 million; 0.90% of assets
exceeding $10 million to $25 million; 0.80% of
assets exceeding $25 million to $50 million;
0.75% of assets exceeding $50 million to $100
million; and 0.65% of assets exceeding $100
million
Proposed advisory fee: 0.60% of assets to $250 million; 0.55% of assets
exceeding $250 million to $500 million; 0.50 %
of assets exceeding $500 million to $1 billion;
and 0.45% of assets exceeding $1 billion
Net assets at 12/31/99: $363,848,958
Sub-advisory fee: 0.70% of assets to $10 million; 0.65% of assets
exceeding $10 million to $25 million; 0.55% of
assets exceeding $25 million to $50 million;
0.50% of assets exceeding $50 million to $100
million; and 0.40% of assets exceeding $100
million; provided that beginning May 1, 2000,
breakpoints will be based upon the total assets
of all funds and other accounts advised by the
sub-adviser for Advantus Capital if and when (a)
the sub-adviser provides other sub-advisory
services to Advantus Capital for small company
domestic equity accounts with assets exceeding
$100 million, and (b) Minnesota Life offers
certain funds advised by the sub-adviser as
investment options under its variable insurance
products. If these conditions are met, the asset
classes managed by the sub-adviser that have the
highest fee schedules will be counted first as
assets of this Portfolio in order to determine
the appropriate starting breakpoint.
Small Company Growth.... Current advisory fee: 0.75%
Proposed advisory fee: 0.65% of assets to $1 billion; 0.60% of assets
exceeding $1 billion
Net assets at 12/31/99: $269,881,112
Sub-advisory fee: Commencing March 7, 2000, a sub-adviser will be
retained for this portfolio which will receive
fees from Advantus Capital ranging from 0.65% to
0.45%, depending on total assets of all funds
and other accounts advised by the sub-adviser
for Advantus Capital
Value Stock............. Current advisory fee: 0.75%
Proposed advisory fee: 0.50% of assets to $500 million; 0.45% of assets
exceeding $500 million to $1 billion; 0.40% of
assets exceeding $1 billion
Net assets at 12/31/99: $191,379,777
</TABLE>
25
<PAGE> 28
<TABLE>
<CAPTION>
PORTFOLIO
---------
<S> <C> <C>
Small Company
Value................. Current advisory fee: 0.75%
Proposed advisory fee: 0.70% of assets to $1 billion; 0.65% of assets
exceeding $1 billion
Net assets at 12/31/99: $12,517,540
Sub-advisory fee: Commencing March 7, 2000, a sub-adviser will be
retained for this portfolio which will receive
fees from Advantus Capital ranging from 0.65% to
0.50%, depending on total assets of all "small
cap value" funds and other accounts advised by
the sub-adviser for Advantus Capital
Global Bond............. Current advisory fee: 0.60%
Proposed advisory fee: 0.60% of assets to $1 billion; 0.55% of assets
exceeding $1 billion
Net assets at 12/31/99: $32,092,912
Sub-advisory fee: 0.30%
Index 400 Mid-Cap....... Current advisory fee: 0.40%
Proposed advisory fee: 0.15% of assets to $250 million; 0.10% of assets
exceeding $250 million to $1 billion; 0.075% of
assets exceeding $1 billion
Net assets at 12/31/99: $24,357,271
Macro-Cap
Value................. Current advisory fee: 0.70%
Proposed advisory fee: 0.50%
Net assets at 12/31/99: $22,570,276
Sub-advisory fee: 0.45%
Micro-Cap
Growth................ Current advisory fee: 1.10%
Proposed advisory fee: 0.95%
Net assets at 12/31/99: $42,553,670
Sub-advisory fee: 0.85%
Real Estate
Securities............ Current advisory fee: 0.75%
Proposed advisory fee: 0.60% of assets to $1 billion; 0.55% of assets
exceeding $1 billion
Net assets at 12/31/99: $5,825,947
</TABLE>
ADVISORY FEE SCHEDULES FOR OTHER FUNDS ADVISED BY ADVANTUS CAPITAL
Advantus Capital also acts as investment adviser for eleven other funds in
the Advantus Funds Complex that have investment objectives similar to those of
certain Portfolios. These other funds are offered directly to the public, rather
than through variable insurance products. The boards of directors of these other
funds have recommended that the funds' shareholders approve changes to the
funds' advisory fee schedules. The following table sets forth the current and
proposed advisory fee schedules for each such fund, and the net assets of each
such fund at December 31, 1999. In the table, advisory fees are expressed as a
percentage of the funds' average daily net assets. Advantus Capital did not
waive any advisory fees on the funds listed below during the year ended December
31, 1999.
Several of the funds listed below have names similar to the names of
certain Portfolios. These funds have investment policies and strategies which
are similar to those of the Portfolios which have similar names. In addition,
the following funds, which are also listed below, have investment policies and
strategies which are
26
<PAGE> 29
similar to those of the following Portfolios: Advantus Cornerstone Fund, Inc.
and Value Stock Portfolio; Advantus Enterprise Fund, Inc. and Small Company
Growth Portfolio; Advantus Horizon Fund, Inc. and Growth Portfolio; Advantus
Spectrum Fund, Inc. and Asset Allocation Portfolio; and Advantus Venture Fund,
Inc. and Small Company Value Portfolio.
<TABLE>
<CAPTION>
FUND
----
<S> <C> <C>
Advantus Bond Fund,
Inc................... Current advisory fee: 0.70%
Proposed advisory fee: 0.60% of assets to $250 million; 0.55% of
assets exceeding $250 million to $500 million;
0.50% of assets exceeding $500 million to $1
billion; 0.45% of assets exceeding $1 billion
Net assets at 12/31/99: $26,101,262
Advantus Cornerstone
Fund, Inc............. Current advisory fee: 0.80%
Proposed advisory fee: 0.70% of assets to $500 million; 0.65% of
assets exceeding $500 million to $1 billion;
0.60% of assets exceeding $1 billion to $2
billion; 0.55% of assets exceeding $2 billion
Net assets at 12/31/99: $113,280,427
Advantus Enterprise
Fund, Inc............. Current advisory fee: 0.80%
Proposed advisory fee: 0.70% of assets to $1 billion; 0.68% of assets
exceeding $1 billion to $2 billion; 0.66% of
assets exceeding $2 billion
Net assets at 12/31/99: $67,480,045
Advantus Horizon Fund,
Inc................... Current advisory fee: 0.80%
Proposed advisory fee: 0.70% of assets to $1 billion; 0.65% of assets
exceeding $1 billion to $2 billion; 0.60% of
assets exceeding $2 billion
Net assets at 12/31/99: $97,679,395
Advantus Index 500 Fund,
Inc................... Current advisory fee: 0.34%
Proposed advisory fee: 0.34% of assets to $500 million; 0.30% of
assets exceeding $500 million to $1 billion;
0.25% of assets exceeding $1 billion to $2
billion; 0.20% of assets exceeding $2 billion
Net assets at 12/31/99: $61,351,031
Advantus
International
Balanced
Fund, Inc............. Current advisory fee: 0.95% of assets to $25 million; 0.80% of
assets exceeding $25 million to $50 million;
0.75% of assets exceeding $50 million to $100
million; 0.65% of assets exceeding $100
million
Proposed advisory fee: 0.70% of assets to $250 million; 0.65% of
assets exceeding $250 million to $500 million;
0.60% of assets exceeding $500 million to $1
billion; 0.55% of assets exceeding $1 billion
Net assets at 12/31/99: $60,346,282
</TABLE>
27
<PAGE> 30
<TABLE>
<CAPTION>
FUND
----
<S> <C> <C>
Advantus Money Market
Fund, Inc............. Current advisory fee: 0.50%
Proposed advisory fee: 0.50% of assets to $500 million; 0.45% of
assets exceeding $500 million to $1 billion;
0.425% of assets exceeding $1 billion to $2
billion; 0.40% of assets exceeding $2 billion
Net assets at 12/31/99: $39,943,860
Advantus Mortgage
Securities Fund,
Inc................... Current advisory fee: 0.575%
Proposed advisory fee: 0.475% of assets to $1 billion; 0.46% of
assets exceeding $1 billion to $2 billion;
0.45% of assets exceeding $2 billion
Net assets at 12/31/99: $50,299,132
Advantus Real Estate
Securities Fund,
Inc................... Current advisory fee: 0.75%
Proposed advisory fee: 0.75% of assets to $1 billion; 0.725% of
assets exceeding $1 billion to $2 billion;
0.70% of assets exceeding $2 billion
Net assets at 12/31/99: $8,771,107
Advantus Spectrum Fund,
Inc................... Current advisory fee: 0.60%
Proposed advisory fee: 0.50% of assets to $1 billion; 0.48% of assets
exceeding $1 billion to $2 billion; 0.46% of
assets exceeding $2 billion
Net assets at 12/31/99: $113,907,711
Advantus Venture Fund,
Inc................... Current advisory fee: 0.80%
Proposed advisory fee: 0.70% of assets to $1 billion; 0.68% of assets
exceeding $1 billion to $2 billion; 0.66% of
assets exceeding $2 billion
Net assets at 12/31/99: $32,783,775
</TABLE>
ACTUAL AND PRO FORMA ADVISORY FEES PAID; OTHER FEES PAID TO AFFILIATES OF
ADVANTUS CAPITAL
The following table sets forth the actual advisory fees paid by each
Portfolio during the year ended December 31, 1999; the pro forma fees each such
Portfolio would have paid during such period if the proposed advisory fee
schedules had been in effect; and the percentage difference between these two
figures, using the actual figure as the denominator. The last column of the
table sets forth the aggregate fees, other than advisory fees, paid by each such
Portfolio to Advantus Capital and its affiliated persons, and affiliated persons
of such persons, during such period. The figures in this column represent fees
paid by the Portfolios to Minnesota Life for certain accounting, legal, and
other administrative services. Minnesota Life will continue to provide these
services to the Portfolios if shareholders approve the proposed changes to the
advisory agreement.
THE PRO FORMA DECREASES IN ADVISORY FEES WHICH ARE DEPICTED IN THE
FOLLOWING TABLE DO NOT TAKE INTO ACCOUNT THE PROPOSED DISTRIBUTION FEES THAT ARE
DISCUSSED UNDER "PROPOSAL FOUR" BELOW. As noted before, with respect to several
Portfolios, the net effect of approving the changes in the advisory agreement
that are discussed in this section and the distribution fees that are discussed
under "PROPOSAL FOUR" will be to increase the expenses borne by the Portfolios
and, indirectly, by shareholders. Expense tables showing the Portfolios' current
expenses, and their pro forma expenses giving effect to both the proposed
advisory fee
28
<PAGE> 31
changes and the proposed distribution fees, are set forth under "-- Actual and
Pro Forma Expense Tables and Examples" above. The following table also does not
take into account the Portfolios' other expenses or the charges and expenses
associated with the variable life insurance policies and variable annuity
contracts which invest in the Portfolios.
<TABLE>
<CAPTION>
OTHER FEES PAID
ACTUAL ADVISORY PRO FORMA TO ADVANTUS CAPITAL
FEES PAID ADVISORY FEES PERCENTAGE AND AFFILIATES
DURING YEAR FOR YEAR INCREASE DURING YEAR
PORTFOLIO ENDED 12/31/99 ENDED 12/31/99 (DECREASE) ENDED 12/31/99
--------- --------------- -------------- ---------- -------------------
<S> <C> <C> <C> <C>
Growth................................ $2,494,891 $2,245,402 (10.00%) $45,400
Bond.................................. 905,784 543,470 (40.00%) 45,400
Money Market.......................... 715,791 357,895 (50.00%) 45,400
Asset Allocation...................... 3,331,000 2,331,700 (30.00%) 45,400
Mortgage Securities................... 664,424 398,654 (40.00%) 45,400
Index 500............................. 2,380,660 720,165 (69.75%) 45,400
Capital Appreciation.................. 2,859,868 1,906,578 (33.33%) 45,400
International Stock................... 2,264,523 1,905,764 (15.84%) 33,300
Small Company Growth.................. 1,449,287 1,256,049 (13.33%) 45,400
Maturing Government Bond 2002......... 19,643 19,643 0% 45,400
Maturing Government Bond 2006......... 16,349 16,349 0% 45,400
Maturing Government Bond 2010......... 13,438 13,438 0% 45,400
Value Stock........................... 1,511,048 1,007,365 (33.33%) 45,400
Small Company Value................... 77,509 72,342 (6.67%) 45,400
Global Bond........................... 188,285 188,285 0% 33,300
Index 400 Mid-Cap..................... 61,826 23,185 (62.50%) 45,400
Macro-Cap Value....................... 113,418 80,999 (28.58%) 33,300
Micro-Cap Growth...................... 171,857 148,422 (13.64%) 45,400
Real Estate Securities................ 41,354 33,083 (20.00%) 45,400
</TABLE>
INFORMATION CONCERNING THE INVESTMENT ADVISORY AGREEMENT
Advantus Capital acts as investment adviser and manager of the Portfolios
under an Investment Advisory Agreement dated May 1, 1997, which was most
recently approved by shareholders on April 24, 1997. Under the advisory
agreement and exemptive relief granted by the SEC, Advantus Capital may appoint
sub-advisers for the Portfolios with the approval of the Fund's Board of
Directors but without obtaining shareholder approval. The advisory agreement was
submitted to shareholders at that time for the purpose of approving a single
advisory agreement covering all the Portfolios in place of the multiple
agreements that were then in effect. The advisory agreement 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 February
10, 2000. The proposed amendments to this agreement are described above. This
section describes the provisions of the advisory agreement that are not proposed
to be changed.
Under the advisory agreement, Advantus Capital furnishes the Fund office
space and all necessary office facilities, equipment and personnel for servicing
the investments of the Fund. The Fund pays all its costs and expenses which are
not assumed by Advantus Capital. 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 Advantus Capital 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 SEC and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. Advantus Capital also bears all costs under its
agreement with Wilshire Associates for the use
29
<PAGE> 32
by Advantus Capital, in connection with the Index 500 Portfolio, of Wilshire
Associates' proprietary index fund statistical sampling technique.
Each Portfolio bears 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 pays all other expenses not attributable to a specific Portfolio, but those
expenses are 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.
The advisory agreement will terminate automatically in the event of
assignment. In addition, the advisory agreement is 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
Advantus Capital, and by Advantus Capital on 60 days' written notice to the
Fund. Unless sooner terminated, the advisory agreement 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 advisory
agreement, cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval of any continuance of advisory
agreement 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.
INFORMATION CONCERNING ADVANTUS CAPITAL
Advantus Capital was incorporated in Minnesota in June 1994, and is a
wholly-owned subsidiary of Minnesota Life. Minnesota Life is a third-tier
subsidiary of a mutual insurance holding company called Minnesota Mutual
Companies, Inc. Minnesota Life was organized in 1880, and has assets of more
than $16 billion. The address of each of Advantus Capital, Minnesota Life, and
Minnesota Mutual Companies, Inc. is 400 Robert Street North, St. Paul, Minnesota
55101.
The names of the principal executive officer and each director of Advantus
Capital are set forth below. Each such person's principal occupation is holding
the positions with Advantus Capital indicated below and certain positions with
Minnesota Life and its other subsidiaries, and each such person's address is 400
Robert Street North, St. Paul, Minnesota 55101.
<TABLE>
<CAPTION>
NAME POSITIONS WITH ADVANTUS CAPITAL
---- -----------------------------------------------------
<S> <C>
William N. Westhoff.......................... President, Treasurer, and Director
Frederick P. Feuerherm....................... Vice President, Assistant Secretary, and Director
</TABLE>
The following table identifies each officer or director of the Fund who is
an officer, employee, director or shareholder of Advantus Capital.
<TABLE>
<CAPTION>
NAME POSITIONS WITH FUND POSITIONS WITH ADVANTUS CAPITAL
---- ------------------------- ------------------------------------
<S> <C> <C>
William N. Westhoff................. President and Director President, Treasurer, and Director
Frederick P. Feuerherm.............. Vice President, Director, Vice President, Assistant Secretary,
and Treasurer and Director
</TABLE>
During the Fund's fiscal year ended December 31, 1999, the Fund did not pay
any commissions to any broker that is an affiliated person of the Fund; that is
an affiliated person of such person; or an affiliated person of which is an
affiliated person of Advantus Capital or Minnesota Life.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH PORTFOLIO
VOTE TO APPROVE THE PROPOSED CHANGES TO THE ADVISORY AGREEMENT. In order to be
approved with respect to a Portfolio, the changes must be approved by a majority
of the outstanding shares of the Portfolio, as defined in the 1940 Act, 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
30
<PAGE> 33
shares of the Portfolio. If voting instructions are not received from a Contract
owner or annuitant, Minnesota Life will vote Portfolio shares held in its
sub-accounts (as well as Portfolio shares not attributable to Contracts) in the
same proportion as Portfolio shares of held by the sub-accounts for which
instructions are received. As noted before, even if shareholders of a Portfolio
(other than the Term Portfolios) approve the changes discussed in this section,
these changes will not be implemented unless such shareholders also approve the
proposed plan of distribution described in the next section.
PROPOSAL FOUR
TO APPROVE A PLAN OF DISTRIBUTION FOR THE FUND
This proposal applies to all Portfolios except Maturing Government Bond 2002
Portfolio, Maturing Government Bond 2006 Portfolio, and Maturing Government Bond
2010 Portfolio.
INTRODUCTION
As noted in "PROPOSAL THREE" above, the Board of Directors is proposing
that each Portfolio other than the Term Portfolios approve a plan of
distribution under Rule 12b-1, pursuant to which each such Portfolio would pay a
distribution fee equal to 0.25% of the Portfolio's average daily net assets per
annum. Rule 12b-1 under the 1940 Act provides, among other things, that a mutual
fund can finance activities primarily intended to result in the sale of its
shares only pursuant to a plan adopted in accordance with the rule.
The terms of the proposed plan of distribution are described in greater
detail under the caption "-- Terms of the Plan of Distribution" below, and a
copy of the plan is attached to this proxy statement as Appendix B. In general,
the proposed plan of distribution provides that each Portfolio will pay a
distribution fee at the yearly rate set forth above on a quarterly basis to the
Portfolios' distributor, to insurance companies offering Portfolio shares
through separate accounts, or to others for distribution-related activities
primarily intended to sell shares of the Portfolios or Contracts offering such
shares. The fee also may be used to pay such entities for certain shareholder
servicing activities. For the reasons discussed in "-- Background; Reasons for
Board of Directors' Recommendation" below, the Board of Directors is
recommending that shareholders of each Portfolio covered by this proposal
approve the plan of distribution.
The Board of Directors also has approved a distribution agreement between
the Portfolios and Ascend Financial which will take effect if shareholders
approve the plan of distribution. Under the distribution agreement, Ascend
Financial, an affiliate of Advantus Capital and Minnesota Life, will act as
distributor for the Portfolios, and the Portfolios will pay the distribution fee
to Ascend Financial. As distributor, Ascend Financial will provide the services
called for by the distribution agreement either directly or through affiliated
or unaffiliated third parties. If Ascend Financial provides these services
through third parties, it will compensate the third parties out of the fees paid
to it under the plan of distribution or its other resources. Initially, it is
expected that Ascend Financial will provide these services through Minnesota
Life and will compensate Minnesota Life out of the distribution fee.
WITH RESPECT TO 11 OF THE 16 PORTFOLIOS COVERED BY THIS PROPOSAL, THE NET
EFFECT ON A PRO FORMA BASIS OF APPROVING THE PLAN OF DISTRIBUTION THAT IS
DISCUSSED IN THIS SECTION AND THE CHANGES TO THE ADVISORY AGREEMENT THAT ARE
DISCUSSED UNDER "PROPOSAL THREE" WILL BE TO INCREASE THE TOTAL EXPENSES BORNE BY
THE PORTFOLIOS AND, INDIRECTLY, BY SHAREHOLDERS. EXPENSE TABLES SHOWING THE
CURRENT EXPENSES OF THE PORTFOLIOS OTHER THAN THE TERM PORTFOLIOS (WHICH ARE NOT
COVERED BY THIS PROPOSAL, AND WHOSE ADVISORY FEES AND OTHER EXPENSES WILL NOT
CHANGE), AND THEIR PRO FORMA EXPENSES ASSUMING APPROVAL OF THESE CHANGES, ARE
SET FORTH IN THE SECTION CALLED "PROPOSAL THREE -- ACTUAL AND PRO FORMA EXPENSE
TABLES AND EXAMPLES" ABOVE.
BACKGROUND; REASONS FOR BOARD OF DIRECTORS' RECOMMENDATION
In order to understand the full background of this proposal, you should
read the section called "PROPOSAL THREE -- Background; Reasons for Board of
Directors' Recommendation" above. In brief, until now the Portfolios have not
utilized a principal underwriter or distributor in connection with the
31
<PAGE> 34
distribution of their shares, and the current advisory agreement between the
Portfolios and Advantus Capital requires the latter to bear all advertising and
promotional expenses in connection with the distribution of the Fund's shares.
In view of recent trends in the industry, Advantus Capital recommended to the
Board that another company within the Minnesota Life family of companies, Ascend
Financial, should become the distributor for the Portfolios. Ascend Financial
already acts as distributor for eleven mutual funds advised by Advantus Capital
which are offered directly to the public, rather than through Contracts.
In determining whether to approve the proposed plan of distribution, the
Board of Directors considered the following material factors:
- The Board noted that in recent years, the channels through which variable
annuity and variable life contracts and their underlying portfolios are
marketed to the public have evolved substantially, as have the means by
which and entities through which distribution- and shareholder
servicing-related activities are carried out. The Board believed that the
retention of a distributor by the Portfolios and the payment of a
distribution fee to the distributor would provide the resources and
flexibility needed in order for the Portfolios to respond to these
industry changes.
- The Board also noted that, although Minnesota Life historically has
played a substantial role in actually marketing the Portfolios to
Contract owners, it currently receives no compensation for providing this
service. The Board believed that the proposed distribution plan would
provide a mechanism for incenting Minnesota Life and its agents to
promote sales of Portfolio shares.
- In addition, the Board noted that in many cases, Contract owners may
elect to participate in mutual funds other than the Portfolios which are
advised by companies not affiliated with Minnesota Life. In these cases,
the Portfolios are effectively competing with such other mutual funds for
Contract owners' investment elections. In such cases, Minnesota Mutual
may receive marketing support from the other mutual funds or persons
affiliated with them. The Board believed that the proposed distribution
plan would enable the Portfolios to compete on a more equal footing with
these other mutual funds by providing similar marketing support.
- The Board also considered the possibility that at some time in the
future, the Portfolios may wish to offer their shares through separate
accounts of insurance companies not affiliated with Advantus Capital. The
Board believed that the proposed distribution plan could facilitate such
offerings if they are undertaken.
- In light of the foregoing factors, the Board considered the likelihood
that the proposed plan of distribution will increase sales of Portfolio
shares, the benefits to the Portfolios and their shareholders that could
result from increased sales, and the expense that will be borne by the
Portfolios and their shareholders under the plan. The Board believed that
the possible benefits to the Portfolios and their shareholders from
increased sales include economies of scale resulting in potentially lower
expense ratios, more investment flexibility, and increased liquidity. The
Board recognized in this regard that Advantus Capital also would benefit
from increased sales, since its advisory fees are based on the respective
Portfolios' net asset levels. The Board also considered whether any
reasonable alternatives to the proposed plan of distribution existed.
Based on the foregoing considerations, the Board of Directors concluded
that there is a reasonable likelihood that the proposed plan of distribution
will benefit the Portfolios and their shareholders. The Board therefore approved
the proposed plan of distribution and recommended its approval by Portfolio
shareholders.
TERMS OF THE PLAN OF DISTRIBUTION
This section summarizes the terms of the proposed plan of distribution. A
copy of the plan is attached to this proxy statement as Appendix B.
The plan provides that the Fund will pay Ascend Financial, the insurance
companies through whose separate accounts Portfolio shares may be offered
("Insurance Companies"), or others, for distribution-related activities
primarily intended to sell Portfolio shares or Contracts offering such shares.
These payments
32
<PAGE> 35
may be used for, among other things, the printing of prospectuses and reports
used for sales purposes, preparing and distributing sales literature and related
expenses, advertisements, education of Contract owners or dealers and their
representatives, trail commissions, and other distribution-related expenses,
including a prorated portion of the overhead expenses of Ascend Financial or the
Insurance Companies which are attributable to the distribution of these
Contracts. The plan provides that Ascend Financial may undertake such activities
directly or may compensate others for undertaking such activities.
Payments under the plan may also be used to pay the Insurance Companies,
dealers or others for non-distribution services, including, among other things,
responding to inquiries from Contract owners regarding the Fund, printing and
mailing Fund prospectuses and other shareholder communications to existing
Contract owners, direct communications with Contract owners regarding Fund
operations and Portfolio composition and performance, furnishing personal
services or such other enhanced services as the Fund or a Contract may require,
or maintaining customer accounts and records.
Under the plan, the Fund will pay an amount equal to 0.25% per annum of the
average daily net assets of the each Portfolio covered by the Plan. These
payments will be made quarterly by the Fund to Ascend Financial, the Insurance
Companies, or others. As discussed above, if shareholders approve the plan, a
distribution agreement between the Fund and Ascend Financial will take effect,
pursuant to which Ascend Financial will provide the services called for by such
agreement and will receive this fee. The plan cannot be amended to increase
materially the amount to be paid under the plan without approval by a "majority
of the outstanding shares" of each Portfolio that would be affected, as that
phrase is defined in the 1940 Act.
The plan will continue in effect for a period of more than one year only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Directors, including the non-interested Board members, cast in
person at a meeting called for such purpose. The plan, and any agreements
entered into pursuant to the plan, may be terminated with respect to the Fund
(or any Portfolio thereof) at any time without penalty, by vote of a majority of
the outstanding shares of the Fund (or such Portfolio) or by vote of a majority
of the non-interested Board members, on not more than 60 days' written notice,
or by the distributor on not more than 60 days' written notice. The plan will
terminate automatically if any act occurs that constitutes an assignment of the
advisory agreement between the Fund and its investment adviser.
The plan does not require the distributor or other recipient of payments
under the plan to maintain any specific level of expenditures, nor is the
distributor or other recipient precluded from earning a profit. Nothing in the
plan limits the ability of the distributor, the Portfolios' investment adviser,
or others to utilize their own funds in connection with the promotion of sales
of Portfolio shares.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH PORTFOLIO
VOTE TO APPROVE THE PROPOSED PLAN OF DISTRIBUTION. In order to be approved with
respect to a Portfolio, the plan of distribution must be approved by a majority
of the outstanding shares of the Portfolio, as defined in the 1940 Act, 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. If
voting instructions are not received from a Contract owner or annuitant,
Minnesota Life will vote Portfolio shares held in its sub-accounts (as well as
Portfolio shares not attributable to Contracts) in the same proportion as
Portfolio shares of held by the sub-accounts for which instructions are
received.
PROPOSAL FIVE
TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND
This proposal applies to all Portfolios.
The Board of Directors is recommending that shareholders approve amended
and restated articles of incorporation of the Fund. The Fund's current governing
document consists of restated articles of incorporation filed with the Minnesota
Secretary of State on April 23, 1999, as corrected by articles of correction
filed on January 5, 2000 (collectively, the "Current Articles"). A copy of the
amended and restated articles of
33
<PAGE> 36
incorporation, in the form proposed to be approved (the "Revised Articles"), is
attached to this proxy statement as Appendix C. The Revised Articles would make
the following changes to the Current Articles:
MULTIPLE CLASSES OF SHARES
Under the Current Articles, each Portfolio can issue only one class of
shares. The Revised Articles would authorize the Board of Directors, without
shareholder action, to cause any of the existing Portfolios, or any portfolios
which may be created in the future, to issue more than one class of shares. If
the Board authorizes any of the existing Portfolios to issue new classes of
shares in the future, such action will not change the rights of the class of
shares which current shareholders hold or the fees and expenses to which they
are subject.
If the Revised Articles are approved, separate classes of shares within a
Portfolio may be subject to such differing charges and expenses as the Board of
Directors (and, if required by applicable law, the shareholders) approves,
consistent with the 1940 Act, the rules of the National Association of
Securities Dealers, and applicable insurance regulations. Such differing charges
and expenses may include, for example, front-end, deferred or other sales
charges, and expenses under Rule 12b-1 plans, administration plans, service
plans, or other plans or arrangements. Such class-specific charges and expenses
would be reflected in the amount of dividends and other distributions payable
with respect to the applicable class of shares and in the net asset value per
share of the class. Under the Revised Articles, the Board of Directors could
provide that a class of shares within a Portfolio is convertible (automatically,
optionally, or otherwise) into one or more other classes of shares within the
same Portfolio.
The Board of Directors does not have a present intention to authorize new
classes of shares of the existing Portfolios. However, many mutual funds
currently issue shares in multiple classes with differing fee and expense
structures which are designed to appeal to different distribution channels.
Thus, by offering multiple classes of shares, a fund may expand the number of
its distribution channels, increase the fund's net assets, and lower its expense
ratio by spreading its expenses over a larger asset base. The Board of Directors
believes that it is in the shareholders' best interests for the Board to have
the flexibility to pursue such a strategy in the future if it so chooses.
VOTING RIGHTS
The Current Articles provide that all shares of all Portfolios vote
together, and not as separate Portfolios, on any matter submitted to
shareholders, except that no Portfolio may vote on the submission of an
investment advisory contract or on a change in investment policy as it may
pertain to another Portfolio.
The Revised Articles would add two more instances in which shares of a
Portfolio (or of a class within a Portfolio) would vote separately, and not in
the aggregate with all other Portfolios:
- Shares would be voted by individual Portfolio or class to the extent
required by the 1940 Act or by the Minnesota Business Corporation Act;
and
- As to any matter which affects the interest only of a particular
Portfolio (or class within a Portfolio), only the holders of shares of
the affected Portfolio (or class) would be entitled to vote.
The first of these changes simply states the result that would follow in any
event, since the requirements of the 1940 Act and of the Minnesota Business
Corporation Act regarding voting by Portfolio or class effectively "override"
anything to the contrary which is set forth in the Fund's articles of
incorporation.
The second of these changes clarifies that shareholders of a Portfolio (or
of a class of shares within a Portfolio) do not have the right to vote on
matters that do not affect them. The Current Articles state that this is the
case with respect to investment advisory contracts and changes in investment
policies. However, other instances may arise in which shareholders of a
Portfolio (or of a class of shares within a Portfolio) have no interest in
actions which affect only other Portfolios (or classes). For example, if one
Portfolio proposes to merge with another Portfolio, shareholders of the
remaining Portfolios have no interest in the transaction, and should not have
the right to vote on it. Similarly, if a Rule 12b-1 plan of distribution is
proposed for one class of shares, the other classes of shares have no interest
therein, and should not have the right to vote on it. The
34
<PAGE> 37
Proposed Articles would make it clear that in these and similar instances, only
the shareholders who are affected by a proposed action have the right to vote
thereon.
ELECTION OF DIRECTORS; ANNUAL SHAREHOLDERS MEETING
The Current Articles provide in part that:
"The Board of Directors shall consist of those persons elected to that
office by the shareholders. The members of the Board of Directors shall be
elected by ballot at an annual meeting of the shareholders. Each director
shall serve until the next annual meeting of the shareholders and until a
successor is duly elected and qualified."
Under these provisions, if a director resigns or dies, the Board of Directors
does not have the power to appoint a replacement director without shareholder
approval. The Board also could not increase its size and add a new director
without shareholder approval. In addition, the provisions may be read to imply
that the Fund will hold annual shareholders meetings, although the Current
Articles do not otherwise provide for annual meetings.
Under the Revised Articles, these provisions would be eliminated. Thus,
under Minnesota law, the Board of Directors would have the power to appoint a
replacement director or a new director without shareholder approval. The Board
of Directors believes that it would be in shareholders' best interests for the
Board to be able to take such action when it is necessary (in the case of a
Board vacancy) or deemed appropriate by the Board (in the case of an addition to
the Board), without the delay and expense of calling a shareholders meeting.
The Board has noted in this regard that the 1940 Act contains limitations
on how many directors may be appointed by the Board without shareholder
approval. Section 16(a) of the 1940 Act provides in substance that directors may
be appointed by the Board without shareholder approval only if, after the
appointment, at least two-thirds of the directors then in office have been
elected by shareholders. Section 16(a) also provides that if less than a
majority of the directors in office at any given time have been elected by
shareholders, the Board must call a special shareholders meeting for the purpose
of electing directors. These provisions thus provide an effective check on the
Board's ability to reconstitute itself without shareholder approval.
With respect to annual shareholders meetings, the Board has noted that
neither the 1940 Act nor Minnesota law requires the Fund to hold such meetings.
In addition, because the Current Articles do not provide for annual meetings
except by possible implication, it has been the Fund's practice not to hold such
meetings. This practice is consistent with that of the other funds in the
Advantus Fund Complex and of most other mutual funds. The Proposed Articles
would make it clear that the Fund need not hold annual shareholders meetings.
The Board of Directors believes that it is in shareholders' best interests for
the Fund to avoid the expense associated with such meetings.
TECHNICAL AND CONFORMING CHANGES
The Revised Articles also would make the following technical and conforming
changes to the Current Articles:
- Under the Current Articles, each Portfolio is represented by a "class" of
shares. Under the Revised Articles, each Portfolio would be represented
by a "series" of shares, and, as described above, the Board could
authorize separate "classes" of shares within these series. This
nomenclature conforms with industry usage.
- Where appropriate, references in the Current Articles to "classes" of
shares would become references to "series and classes" of shares.
- In the name of the Fund as set forth in the Current Articles, the word
"ADVANTUS" appears in all capital letters. This would be changed to
"Advantus" in the Revised Articles, thus conforming the articles to the
Fund's customary usage.
35
<PAGE> 38
- A provision concerning exculpation of directors would be moved from
Article X (captioned "Perpetual Existence") to Article VII (captioned
"Indemnification"), where it more logically belongs. The substance of the
provision would not be changed.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE IN
FAVOR OF THE REVISED ARTICLES. The vote of a majority of the shares of the Fund
represented at the meeting, provided at least a quorum is represented in person
or by proxy, is sufficient to approve the Revised Articles. If voting
instructions are not received from a Contract owner or annuitant, Minnesota Life
will vote Portfolio shares held in its sub-accounts (as well as Portfolio shares
not attributable to Contracts) in the same proportion as Portfolio shares of
held by the sub-accounts for which instructions are received.
PROPOSAL SIX
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
This proposal applies to all Portfolios.
The 1940 Act provides that every registered investment company shall be
audited at least once each 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 of its investment adviser. The 1940 Act
provides that the selection be submitted for ratification or rejection by the
shareholders.
The Board of Directors of the Fund, including a majority of the directors
who are not interested persons of Advantus Capital or the Fund, has selected
KPMG LLP to be the Fund's independent public accountants for the fiscal year
ending December 31, 2000. KPMG LLP has no direct or material indirect financial
interest in the Fund or in Advantus Capital, other than receipt of fees for
services to the Fund. KPMG LLP has served as the independent public accountants
for the Fund since its inception. KPMG LLP also serves as independent public
accountants for the other funds in the Advantus Fund Complex, which are also
advised by Advantus Capital.
Representatives of KPMG LLP are expected to be present at the meeting. Such
representatives will be given the opportunity to make a statement to the
shareholders if they desire to do so and are expected to be available to respond
to any questions which may be raised at the meeting.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE IN
FAVOR OF THE RATIFICATION OF KPMG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR
THAT FUND. The affirmative vote of a majority of the shares of the Fund
represented at the meeting, provided a quorum is represented in person or by
proxy, is sufficient for the ratification of the selection of the independent
public accountants. If voting instructions are not received from a Contract
owner or annuitant, Minnesota Life will vote Portfolio shares held in its sub-
accounts (as well as Portfolio shares not attributable to Contracts) in the same
proportion as Portfolio shares of held by the sub-accounts for which
instructions are received.
SHAREHOLDER PROPOSALS
The Fund is not required to hold annual shareholders meetings. Since the
Fund does not hold regular meetings of shareholders, the anticipated date of the
next shareholders meeting cannot be provided. Any shareholder proposal which may
properly be included in the proxy solicitation material for a shareholder
meeting must be received by the Fund no later than four months prior to the date
proxy statements are mailed to shareholders.
Dated: March 17, 2000 Michael J. Radmer, Secretary
36
<PAGE> 39
APPENDIX A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 1st day of May, 2000, by and between Advantus
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.
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<PAGE> 40
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 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.
A-2
<PAGE> 41
(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.
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.
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. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective upon the later of its approval by the
Shareholders of the capital stock of each Portfolio or 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
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<PAGE> 42
continuance of this Agreement shall be effective with respect to a Portfolio if
a majority of the outstanding voting securities (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 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 a Portfolio 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 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. Notwithstanding the foregoing,
this Agreement may be amended without shareholder approval to the extent such is
permitted under then-current regulatory interpretations of the Investment
Company Act.
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
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.
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<PAGE> 43
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.
ADVANTUS SERIES FUND, INC.
By
------------------------------------
William N. Westhoff
President
ADVANTUS CAPITAL MANAGEMENT, INC.
By
------------------------------------
Frederick P. Feuerherm
Senior Vice President
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<PAGE> 44
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
MAY 1, 2000
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>
Growth Portfolio............................. 0.45% on the first $1 billion in assets
0.40% on all assets in excess of $1 billion in assets
Bond Portfolio............................... 0.30% on the first $500 million in assets
0.25% on the next $500 million in assets
0.20% on all assets in excess of $1 billion in assets
Money Market Portfolio....................... 0.25% on the first $1 billion in assets
0.20% on all assets in excess of $1 billion in assets
Asset Allocation Portfolio................... 0.35% on the first $1 billion in assets
0.30% on all assets in excess of $1 billion in assets
Mortgage Securities Portfolio................ 0.30% on the first $1 billion in assets
0.25% on all assets in excess of $1 billion in assets
Index 500 Portfolio.......................... 0.15% on the first $250 million in assets
0.10% on the next $750 million in assets
0.075% on all assets in excess of $1 billion in assets
Capital Appreciation Portfolio............... 0.50% on the first $1 billion in assets
0.45% on all assets in excess of $1 billion in assets
International Stock Portfolio................ 0.60% on the first $250 million in assets
0.55% on the next $250 million in assets
0.50% on the next $500 million in assets
0.45% on all assets in excess of $1 billion in assets
Small Company Growth Portfolio............... 0.65% on the first $1 billion in assets
0.60% on all assets in excess of $1 billion in assets
Maturing Government Bond -- 2002 Portfolio... 0.25% of net assets
Maturing Government Bond -- 2006 Portfolio... 0.25% of net assets
Maturing Government Bond -- 2010 Portfolio... 0.25% of net assets
Value Stock Portfolio........................ 0.50% on the first $500 million in assets
0.45% on the next $500 million in assets
0.40% on all assets in excess of $1 billion in assets
Small Company Value Portfolio................ 0.70% on the first $1 billion in assets
0.65% on all assets in excess of $1 billion in assets
Global Bond Portfolio........................ 0.60% on the first $1 billion in assets
0.55% on all assets in excess of $1 billion in assets
Index 400 Mid-Cap Portfolio.................. 0.15% on the first $250 million in assets
0.10% on the next $750 million in assets
0.075% on all assets in excess of $1 billion in assets
Macro-Cap Value Portfolio.................... 0.50% of net assets
Micro-Cap Growth Portfolio................... 0.95% of net assets
Real Estate Securities Portfolio............. 0.60% on the first $1 billion in assets
0.55% on all assets in excess of $1 billion in assets
</TABLE>
A-6
<PAGE> 45
APPENDIX B
RULE 12B-1 DISTRIBUTION PLAN
I. Investment Company: Advantus Series Fund, Inc.
II. Portfolios of the Advantus Series Fund in the Distribution Plan
Growth Portfolio
Bond Portfolio
Money Market Portfolio
Asset Allocation Portfolio
Mortgage Securities Portfolio
Index 500 Portfolio
Capital Appreciation Portfolio
International Stock Portfolio
Small Company Growth Portfolio
Value Stock Portfolio
Small Company Value Portfolio
Global Bond Portfolio
Index 400 Mid-Cap Portfolio
Macro-Cap Value Portfolio
Micro-Cap Growth Portfolio
Real Estate Securities Portfolio
PREAMBLE TO THE DISTRIBUTION PLAN
The Advantus Series Fund, Inc. ("Fund") is an open-end management investment
company organized as a Minnesota corporation, which offers the shares of its
Portfolios (the "Portfolio" or "Portfolios") to certain life insurance companies
("Insurance Companies") for allocation to their separate accounts which have
been established for the purpose of funding variable annuity contracts and
variable life insurance policies (collectively, "Variable Contracts").
The following Distribution Plan (the "Plan") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Act") by the Fund for the
shares of its Portfolios listed above ("Shares"). The Plan shall take effect on
May 1, 2000, provided that it is first approved by the shareholders of each
Portfolio of the Fund (the "Effective Date of the Plan"). The Plan has been
approved by a majority of the Board of Directors of the Fund (the "Board"),
including a majority of the Board who are not interested persons of the Fund and
who have no direct financial interest in the operation of the Plan (the
"non-interested Board members"), cast in person at a meeting called for the
purpose of voting on such Plan.
The Board's approval included a determination that in the exercise of its
reasonable business judgment and in light of its fiduciary duties, there is a
reasonable likelihood that the Plan will benefit each Portfolio of the Fund and
its shareholders.
DISTRIBUTION PLAN
1. The Fund shall pay Ascend Financial Services, Inc. ("Distributor"), the
Insurance Companies or others, for distribution-related activities primarily
intended to sell Shares or Variable Contracts offering Shares.
Distribution-related payments made under the Plan may be used for, among other
things, the printing of prospectuses and reports used for sales purposes,
preparing and distributing sales literature and related expenses,
advertisements, education of Variable Contract owners or dealers and their
representatives, trail commissions, and other distribution-related expenses,
including a prorated portion of the overhead expenses of the Distributor or the
Insurance Companies which are attributable to the distribution of these Variable
Contracts. Distributor may undertake such activities directly or may compensate
others for undertaking such activities. Payments made under the Plan may also be
used to pay Insurance Companies, dealers or others for
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<PAGE> 46
non-distribution services, including, among other things, responding to
inquiries from owners of Variable Contracts regarding the Fund, printing and
mailing Fund prospectuses and other shareholder communications to existing
Variable Contract owners, direct communications with Variable Contract owners
regarding Fund operations and Portfolio composition and performance, furnishing
personal services or such other enhanced services as the Fund or a Variable
Contract may require, or maintaining customer accounts and records. Agreements
for the payment of fees to the Distributor, Insurance Companies or others shall
be in a form which has been approved from time to time by the Board, including
the non-interested Board members.
2. The amount paid by the Fund shall be .25% per annum of the average daily net
assets of the Fund's Shares in each Portfolio covered by this Distribution Plan.
These payments shall be made quarterly by the Fund to Distributor, the Insurance
Companies or others.
3. Distributor, Insurance Companies or others shall furnish to the Board, for
its review, on a quarterly basis, a written report of the monies paid to it, to
the Insurance Companies or others under the Plan. The Distributor, Insurance
Companies or others shall furnish the Board with such other information as the
Board may reasonably request in connection with the payments made under the Plan
including those distributions or payments made to others by the recipient.
4. The Plan shall continue in effect for a period of more than one year with
respect to the Fund only so long as such continuance is specifically approved at
least annually by a vote of the Board, including the non-interested Board
members, cast in person at a meeting called for the purpose of voting on the
Plan and its continuance.
5. The Plan, and any agreements entered into pursuant to this Plan, may be
terminated with respect to the Shares of the Fund (or any Portfolio thereof) at
any time without penalty, by vote of a majority of the outstanding Shares of the
Fund (or such Portfolio) or by vote of a majority of the non-interested Board
members, on not more than sixty (60) days' written notice, or by the Distributor
on not more than sixty (60) days' written notice, and shall terminate
automatically in the event of any act that constitutes an assignment of the
Management agreement between the Fund and the Fund's Adviser.
6. The Plan, and any agreements entered into pursuant to this Plan, may not be
amended to increase materially the amount to be spent by the Fund pursuant to
Paragraph 2 hereof without approval by a majority of the outstanding Shares of
each Portfolio affected thereby.
7. All material amendments to the Plan, or any agreements entered into pursuant
to this Plan, shall be approved by a vote of the non-interested Board members
case in person at a meeting called for the purpose of voting on any such
amendment.
8. So long as the Plan is in effect, the selection and nomination of the Fund's
non-interested Board members shall be committed to the discretion of such
non-interested Board members.
9. This Plan is a compensation type plan of distribution. It does not require
the Distributor or other recipient of payments to maintain any specific level of
expenditures, nor is the Distributor or other recipient precluded from earning a
profit. Nothing in this Plan limits the ability of the Distributor, the
Portfolios' investment adviser, or others to utilize their own funds in
connection with the promotion of sales of Portfolio shares.
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<PAGE> 47
APPENDIX C
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ADVANTUS SERIES FUND, INC.
The Articles of Incorporation, as amended, of ADVANTUS Series Fund, Inc.
(the "Corporation") are hereby amended and restated in their entirety pursuant
to Chapter 302A of the Minnesota Business Corporation Act to read as set forth
below.
ARTICLE I. NAME
The name of the Corporation (hereinafter referred to as the "Corporation")
is Advantus Series Fund, Inc.
ARTICLE II. REGISTERED OFFICE
The address of the registered office of the Corporation is 400 Robert
Street North, St. Paul, Minnesota 55101-2098.
ARTICLE III. PURPOSES AND POWERS
The Corporation shall have general business purposes and shall have
unlimited power to engage in and do any lawful act concerning any and all lawful
business for which corporations may be organized under Chapter 302A of the
Minnesota Business Corporation Act (the "MBCA"). Without limiting the generality
of the foregoing, the Corporation shall have specific power:
(A) to conduct, operate and carry on the business of an "open-end"
management investment company pursuant to applicable state and federal
regulatory statutes, and exercise all the powers necessary and appropriate to
the conduct of such operations;
(B) to purchase, subscribe for, invest in or otherwise acquire, and to own,
hold, pledge, mortgage, hypothecate, sell, possess, transfer or otherwise
dispose of, or turn to account or realize upon, and generally deal in, all forms
of securities of every kind, nature, character, type and form, secured and
unsecured, issued or to be issued, by any corporation, company, partnership
(limited or general), association, trust, entity or person, public or private,
whether organized under the laws of the United States, or any state,
commonwealth, territory or possession thereof, or organized under the laws of
any foreign country, or any state, province, territory or possession thereof, or
issued or to be issued by the United States government or any agency or
instrumentality thereof;
(C) to issue and sell shares of its own capital stock in such amounts and
on such terms and conditions, for such purposes and for such amount or kind of
consideration now or hereafter permitted by the MBCA and by these Amended and
Restated Articles of Incorporation, as its Board of Directors may determine;
(D) to redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer or reissue (all without the vote or consent of the stockholders of the
Corporation) shares of its capital stock, in any manner and to the extent now or
hereafter permitted by the MBCA and by these Amended and Restated Articles of
Incorporation; and
(E) to do any and all such further acts or things and to exercise any and
all such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any of the foregoing purposes or objects.
In the above provisions of this Article III, purposes shall also be
construed as powers and powers shall also be construed as purposes, and the
enumeration of specific purposes or powers shall not be construed to limit other
statements of purposes or to limit purposes or powers which the Corporation may
otherwise have
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under applicable law, all of the same being separate and cumulative, and all of
the same may be carried on, promoted and pursued, transacted or exercised in any
place whatsoever.
ARTICLE IV. CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall
have authority to issue is one hundred trillion (100,000,000,000,000) shares of
capital stock of the par value of one cent ($0.01) per share. Such capital stock
shall be allocated and designated in series of common shares as follows:
100,000,000,000 shares may be issued in the series designated "Series A
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series B
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series C
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series D
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series E
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series F
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series G
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series H
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series I
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series K
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series L
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series M
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series N
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series O
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series P
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series Q
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series S
Common Shares,"
100,000,000,000 shares may be issued in the series designated "Series T
Common Shares," and
100,000,000,000 shares may be issued in the series designated "Series V
Common Shares."
The balance of the authorized shares may be issued in such series with such
designations, preferences and relative participating, optional or other special
rights, or qualifications, limitations or restrictions thereof, as shall be
stated or expressed in a resolution or resolutions providing for the issue of
any series of common shares as may be adopted from time to time by the Board of
Directors of the Corporation pursuant to the authority hereby vested in such
Board of Directors. The Series A Common Shares, Series B Common Shares, Series C
Common Shares, Series D Common Shares, Series E Common Shares, Series F Common
Shares, Series G Common Shares, Series H Common Shares, Series I Common Shares,
Series K Common Shares, Series L Common Shares, Series M Common Shares, Series N
Common Shares, Series O Common Shares, Series P Common Shares, Series Q Common
Shares, Series S Common Shares, Series T Common Shares and Series V Common
Shares each evidence, and each other series of common shares which the Board of
Directors may establish, as provided herein, may evidence if the Board of
Directors shall so determine by resolution, an interest in a separate and
distinct portion of the Corporation's assets, which shall take the form of a
separate portfolio of investment securities, cash and other assets. Authority to
establish such separate portfolios is hereby vested in the Board of Directors of
the Corporation, and such separate portfolios may be established by the Board of
Directors without authorization or approval of the holders of any series of
shares of the Corporation. The Board of Directors is authorized to establish, by
resolution, one or more classes of shares
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<PAGE> 49
within any series of shares designated above or within any series of shares
hereafter designated, with such designations, preferences and relative
participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, as may be set forth in such resolution. Without
limiting the generality of the preceding sentence, such classes of shares within
a series may be subject to differing charges and expenses (including by way of
example, but not by way of limitation, such front-end, deferred or other sales
charges as may be permitted under the Investment Company Act of 1940 Act, rules
of the National Association of Securities Dealers, Inc., and applicable
insurance regulations, expenses under Rule 12b-1 plans, administration plans,
service plans, or other plans or arrangements, however designated) as are
adopted from time to time by the Board of Directors; and all of the charges and
expenses to which a class is subject shall be borne by such class and shall be
appropriately reflected (in the manner determined by the Board of Directors in
the resolution or resolutions establishing such class) in determining the net
asset value and the amounts payable with respect to dividends and distributions
on and redemptions or liquidations of such class. Subject to compliance with the
Investment Company Act of 1940, the Board of Directors shall have the authority
to provide that shares of any class shall be convertible (automatically,
optionally, or otherwise) into shares of one or more other classes of the same
series in accordance with such requirements and procedures as may be established
by the Board of Directors.
(A) The Corporation may issue shares of stock in fractional denominations
to the same extent as its whole shares, and shares in fractional denominations
shall be shares of stock having proportionately, to the respective fractions
represented thereby, all the rights of whole shares, including without
limitation, the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the Corporation, but excluding
the right to receive a stock certificate representing fractional shares.
(B) The holders of each share of stock of the Corporation shall be entitled
to one vote for each full share, and a fractional vote for each fractional
share, of stock, irrespective of the series, then standing in his or her name on
the books of the Corporation. On any matter that is submitted to a vote of the
shareholders, all shares of the Corporation then issued and outstanding and
entitled to vote shall be voted in the aggregate and not by series or class
except that (i) no series may vote on the submission of an investment advisory
contract or on a change in investment policy as it may pertain to another
series; (ii) shares shall be voted by individual series or class to the extent
required by the MBCA or the Investment Company Act of 1940; and (iii) as to any
matter which does not affect the interest of a particular series or class, only
the holders of shares of the one or more affected series or classes shall be
entitled to vote. Matters shall be approved by a majority of the outstanding
voting securities present and entitled to vote in person or by proxy unless a
higher proportion is required by the MBCA or the Investment Company Act of 1940.
If these Amended and Restated Articles of Incorporation, the MBCA or the
Investment Company Act of 1940, and any rules or regulations issued thereunder,
require a matter to be approved by a particular series or class as well as by
the shareholders as a whole, such matters must receive the same affirmative vote
of the shareholders of that series or class as is required for action by all the
shareholders.
(C) Unless otherwise provided in the resolution of the Board of Directors
providing for the issuance of shares in any new series not yet designated in
this Article IV, each series of stock of the Corporation shall have the
following powers, preferences and rights, and qualifications, restrictions, and
limitations thereof:
(1) ASSETS BELONGING TO A SERIES. All consideration received by the
Corporation for the issue or sale of shares of a particular series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that series for
all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books and accounts of the Corporation. Such
consideration, assets, income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any reinvestment of
such proceeds, in whatever form the same may be, together with any General
Items (as defined below) allocated to that series as provided in the
following sentence, are herein referred to as "assets belonging to" that
series. In the event that there are any assets, income, earnings, profits,
proceeds thereof, funds or payments which are not readily identifiable as
belonging to any particular series
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<PAGE> 50
(collectively "General Items"), such General Items shall be allocated by or
under the supervision of the Board of Directors to and among any one or
more of the series established and designated from time to time in such
manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable, and any General Items so allocated to a
particular series shall belong to that series. Each such allocation by the
Board of Directors shall be conclusive and binding for all purposes.
(2) LIABILITIES BELONGING TO A SERIES. The assets belonging to each
particular series shall be charged with the liabilities of the Corporation
in respect of that series and all expenses, costs, charges and reserves
attributable to that series, and any general liabilities, expenses, costs,
charges or reserves of the Corporation which are not readily identifiable
as belonging to any particular series shall be allocated and charged by or
under the supervision of the Board of Directors to and among any one or
more of the series established and designated from time to time in such
manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable. The liabilities, expenses, costs, charges and
reserves allocated and so charged to a series are herein referred to as
"liabilities belonging to" that series. Each allocation of liabilities,
expenses, costs, charges and reserves by the Board of Directors shall be
conclusive and binding for all purposes.
(3) DIVIDENDS. The Board of Directors may from time to time declare
and pay dividends or distributions, in stock or in cash, on any or all
series of stock, the amount of such dividends and distributions and the
payment of them being wholly in the discretion of the Board of Directors.
Dividends may be declared daily or otherwise pursuant to a standing
resolution or resolutions adopted only once or with such frequency as the
Board of Directors may determine, after providing for actual and accrued
liabilities belonging to that series. All dividends or distributions on
shares of a particular series shall be paid only out of assets determined
by the Board of Directors as belonging to such series. The Board of
Directors shall have the power, in its sole discretion, to distribute in
any fiscal year as dividends, including dividends designated in whole or in
part as capital gains distributions, amounts sufficient, in the opinion of
the Board of Directors, to enable the Corporation to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as amended, or
any successor or comparable statute thereto, and regulations promulgated
thereunder, and to avoid liability for the Corporation for federal income
tax in respect of that year. In furtherance, and not in limitation of the
foregoing, in the event that a series of shares has a net capital loss for
a fiscal year, and to the extent that a net capital loss for a fiscal year
offsets net capital gains from one or more of the other series, the amount
to be deemed available for distribution to the series with the net capital
gain may be reduced by the amount offset.
(4) LIQUIDATION. In the event of the liquidation of the Corporation or
of the assets attributable to a particular series, the shareholders of each
series that has been established and designated and is being liquidated
shall be entitled to receive, as a series, when and as declared by the
Board of Directors, the excess of the assets belonging to that series over
the liabilities belonging to that series. The holders of shares of any
series shall not be entitled thereby to any distribution upon liquidation
of any other series. The assets so distributable to the shareholders of any
particular series shall be distributed among such shareholders in
proportion to the number of shares of that series held by them and recorded
on the books of the Corporation. The liquidation of assets attributable to
any particular series in which there are shares then outstanding may be
authorized by a vote of a majority of the Board of Directors then in
office. In the event that there are any general assets not belonging to any
particular series of stock and available for distribution, such
distribution shall be made to holders of stock of various series in such
proportion as the Board of Directors determines to be fair and equitable,
and such determination by the Board of Directors shall be conclusive and
binding for all purposes.
(5) REDEMPTION. All shares of stock of the Corporation shall have the
redemption rights provided for in Article VIII.
(D) The Corporation's shares of stock are issued and sold, and all persons
who shall acquire stock of the Corporation shall acquire the same, subject to
the condition and understanding that the provisions of these Amended and
Restated Articles of Incorporation, as from time to time amended, shall be
binding upon them.
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<PAGE> 51
ARTICLE V. SHAREHOLDERS
The shareholders of the Corporation:
(A) shall not have the right to cumulate votes for the election of
directors; and
(B) shall have no preemptive right to subscribe for or acquire securities
or rights to purchase securities of any kind, class or series of the Corporation
now or hereafter made.
ARTICLE VI. BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed under the
direction of the Board of Directors, which shall have and may exercise all
powers of the Corporation except those powers which are by law, by these Amended
and Restated Articles of Incorporation or by the Bylaws of the Corporation
conferred upon or reserved to the shareholders.
(A) In furtherance and not in limitation of the powers conferred by statute
and pursuant to these Amended and Restated Articles of Incorporation, the Board
of Directors is expressly authorized to do the following:
(1) to make, adopt, alter, amend and repeal the Bylaws of the
Corporation unless reserved to the shareholders by the Bylaws or by the
laws of the State of Minnesota, subject to the power of the shareholders to
adopt, change or repeal such Bylaws;
(2) to distribute, in its discretion, for any fiscal year (in the year
or in the next fiscal year) as ordinary dividends and as capital gains
distributions, respectively, amounts sufficient to enable the Corporation
as a regulated investment company to avoid any liability for federal income
tax in respect of such year. Any distribution or dividend paid to
shareholders from any capital source shall be accompanied by a written
statement showing the source or sources of such payment;
(3) to authorize, subject to such vote, consent, or approval of
shareholders and other conditions, if any, as may be required by any
applicable statute, rule or regulation, the execution and performance by
the Corporation of any agreement or agreements with any person,
corporation, association, company, trust, partnership (limited or general)
or other organization whereby, subject to the supervision and control of
the Board of Directors, any such other person, corporation, association,
company, trust, partnership (limited or general), or other organization
shall render underwriting, investment advisory and/or related services to
the Corporation (including, if deemed advisable, the management or
supervision of the investment portfolio of the Corporation) upon such terms
and conditions as may be provided in such agreement or agreements;
(4) to allot and authorize the issuance of the authorized but unissued
shares of this Corporation;
(5) to accept or reject subscriptions for shares of any series made
after incorporation; and
(6) to fix the terms, conditions and provisions of and authorize the
issuance of options to purchase or subscribe for shares of any series
including the option price or prices at which shares may be purchased or
subscribed for.
(B) The determination of the Board of Directors with regard to any of the
following matters shall be final and conclusive provided such determination is
made in good faith, and shall be binding upon the Corporation and every holder
of shares of its capital stock, namely, the amount of the assets, obligations,
liabilities and expenses of the Corporation; the amount of the net income of the
Corporation from dividends and interest for any period and the amount of assets
at any time legally available for the payment of dividends; the amount of paid
in surplus, other surplus, annual or other net profits, or net assets in excess
of capital, undivided profits, or excess of profits over losses on sales of
securities; the amount, purpose, time of creation, increase or decrease,
alteration or cancellation of any reserves or charges and the propriety thereof
(whether or not any obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged); the market value,
or any sale, bid or asked price to be applied in determining the market value,
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<PAGE> 52
of any security owned or held by the Corporation; the fair value of any other
asset owned by the Corporation; the number of shares of the Corporation issued
or issuable; any matter relating to the acquisition, holding and disposition of
securities and other assets by the Corporation; and any question as to whether
any transaction constitutes a purchase of securities on margin, a short sale of
securities, or an underwriting of the sale of, or participation in any
underwriting or selling group in connection with the public distribution of any
securities.
(C) The Board of Directors and the shareholders of the Corporation may
adopt, amend, affirm or reject investment policies and restrictions upon
investment or the use of assets of the Corporation; and may designate those
policies as fundamental and not subject to change other than by a vote of a
majority of its outstanding voting securities, as such phrase is defined in the
Investment Company Act of 1940.
(D) Any action which might be taken at a meeting of the Board of Directors,
or any duly constituted committee thereof, may be taken without a meeting if
done in writing and signed by a majority of the directors or committee members.
(E) The number of directors of the Corporation shall be five (5), which
number may be increased or decreased pursuant to the Bylaws of the Corporation
but shall never be less than the minimum number required by the MBCA.
ARTICLE VII. INDEMNIFICATION
The Corporation shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to the full extent
permitted by Section 302A.521 of the MBCA, as now enacted or hereafter amended,
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereafter amended.
To the fullest extent permitted by the MBCA, as the same exists or may
hereafter be amended (except as prohibited by the Investment Company Act of
1940), a director of this Corporation shall not be liable to this Corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
director.
ARTICLE VIII. REDEMPTION
(A) Each holder of shares of capital stock of the Corporation shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, and all shares of capital stock issued by the
Corporation shall be subject to redemption by the Corporation, at the redemption
price of such shares as in effect from time to time as may be determined by the
Board of Directors of the Corporation in accordance with the provisions hereof,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the date of payment of such redemption price in accordance with the provisions
of applicable law. The redemption price of shares of any series or class of
capital stock of the Corporation shall be the net asset value of such series or
class as determined by, or pursuant to the direction of, the Board of Directors
of the Corporation from time to time in accordance with the provisions of
applicable law, less such redemption fee or other charge, if any, as may be
fixed by resolution of the Board of Directors of the Corporation. Payment of the
redemption price shall be made in cash or by check on current funds, or in
assets other than cash, by the Corporation at such time and in such manner as
may be determined from time to time by the Board of Directors of the
Corporation.
(B) If the Board of Directors determines that the net asset value per share
of any series of the Corporation's stock should remain constant, the Corporation
may declare, pay and credit as dividends daily the net income (which may include
or give effect to realized and unrealized gains and losses, as determined in
accordance with the Corporation's accounting and portfolio valuation policies)
of the Corporation allocated to that series. If the amount so determined for any
day is negative, the Corporation may, without the payment of monetary
compensation but in consideration of the interest of the Corporation and its
stockholders in maintaining a constant net asset value per share of the series,
may declare a reverse share split pro rata among all the stockholders of record
of shares of the series at the time of such redemption such number of
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outstanding shares of the series, or fractions thereof, as shall be required to
reduce the aggregate number of outstanding shares of the series in order to
permit the net asset value per share of the series to remain constant.
ARTICLE IX. AMENDMENT
The Corporation reserves the right to alter, amend, or repeal any
provisions contained in these Amended and Restated Articles of Incorporation
from time to time, including any amendment which alters the contract rights of
any outstanding stock, at any time in the manner now or hereafter prescribed by
the laws of the State of Minnesota, and all rights conferred herein upon the
Corporation's stockholders, directors and officers are granted subject to that
reservation.
ARTICLE X. PERPETUAL EXISTENCE
The duration of the Corporation shall be perpetual.
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<PAGE> 54
ADVANTUS SERIES FUND, INC.
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
PROXY FOR SPECIAL SHAREHOLDERS' MEETING TO BE HELD APRIL 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Advantus Series Fund, Inc. (the "Fund"), and of
the respective portfolios thereof (each, a "Portfolio"), namely Minnesota Life
Insurance Company ("Minnesota Life"), hereby appoints William N. Westhoff,
Frederick P. Feurherm, 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 Special Meeting of Shareholders of the Fund to be
held at the principal office of the Fund, 400 Robert Street North, St. Paul,
Minnesota, on April 17, 2000, at 10:00 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. All Portfolios Voting Together: ELECTION OF DIRECTORS:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
Withhold
For authority
--- ---------
<S> <C> <C>
Charles E. Arner % %
Ellen S. Berscheid % %
Ralph D. Ebbott % %
Frederick P. Feuerherm % %
William N. Westhoff % %
</TABLE>
2. Growth Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF THE
FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
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<PAGE> 55
3. Bond Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF THE
FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
4. Money Market Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF THE
FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
5. Asset Allocation Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF
THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
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<PAGE> 56
6. Mortgage Securities Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION
OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE
PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
7. Index 500 Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF THE
FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
8. Capital Appreciation Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION
OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE
PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
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<PAGE> 57
9. International Stock Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION
OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE
PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
10. Small Company Growth Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION
OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE
PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
11. Maturing Government Bond 2002 Portfolio: TO APPROVE THE MODIFICATION OR
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS
DESCRIBED IN THE PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
-4-
<PAGE> 58
12. Maturing Government Bond 2006 Portfolio: TO APPROVE THE MODIFICATION OR
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS
DESCRIBED IN THE PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
13. Maturing Government Bond 2010 Portfolio: TO APPROVE THE MODIFICATION OR
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS
DESCRIBED IN THE PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
14. Value Stock Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF THE
FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
-5-
<PAGE> 59
15. Small Company Value Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION
OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE
PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
16. Global Bond Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF THE
FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
</TABLE>
17. Index 400 Mid-Cap Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF
THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
18. Macro-Cap Value Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF
THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
-6-
<PAGE> 60
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
19. Micro-Cap Growth Portfolio: TO APPROVE THE MODIFICATION OR ELIMINATION OF
THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY
STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
20. Real Estate Securities Portfolio: TO APPROVE THE MODIFICATION OR
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICIES LISTED BELOW AS
DESCRIBED IN THE PROXY STATEMENT:
<TABLE>
<CAPTION>
Percentage of shares to be voted:
---------------------------------
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
A. Modify policies regarding borrowing and the issuance of senior securities % % %
B. Modify policy regarding concentration in a particular industry % % %
C. Modify policy regarding investments in real estate % % %
D. Modify policy regarding investments in commodities % % %
E. Modify policies regarding lending % % %
F. Eliminate policy restricting margin purchases and short sales % % %
G. Eliminate diversification policies % % %
</TABLE>
21. Growth Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
-7-
<PAGE> 61
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
22. Bond Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN
THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL MANAGEMENT, INC.,
AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
23. Money Market Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
24. Asset Allocation Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
25. Mortgage Securities Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
26. Index 500 Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
27. Capital Appreciation Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
28. International Stock Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
29. Small Company Growth Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
30. Maturing Government Bond 2002 Portfolio: TO APPROVE AN AMENDED INVESTMENT
ADVISORY AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND
ADVANTUS CAPITAL MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
-8-
<PAGE> 62
31. Maturing Government Bond 2006 Portfolio: TO APPROVE AN AMENDED INVESTMENT
ADVISORY AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND
ADVANTUS CAPITAL MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
32. Maturing Government Bond 2010 Portfolio: TO APPROVE AN AMENDED INVESTMENT
ADVISORY AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND
ADVANTUS CAPITAL MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
33. Value Stock Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
34. Small Company Value Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
35. Global Bond Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
36. Index 400 Mid-Cap Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
37. Macro-Cap Value Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
38. Micro-Cap Growth Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
39. Real Estate Securities Portfolio: TO APPROVE AN AMENDED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE FUND ON BEHALF OF THIS PORTFOLIO AND ADVANTUS CAPITAL
MANAGEMENT, INC., AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
40. Growth Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1,
PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF
AVERAGE DAILY NET ASSETS PER ANNUM:
-9-
<PAGE> 63
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
41. Bond Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1,
PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF
AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
42. Money Market Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1,
PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF
AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
43. Asset Allocation Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
44. Mortgage Securities Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
45. Index 500 Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1,
PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF
AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
46. Capital Appreciation Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER
RULE 12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE
OF 0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
47. International Stock Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
48. Small Company Growth Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER
RULE 12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE
OF 0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
49. Value Stock Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1,
PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF
AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
50. Small Company Value Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
51. Global Bond Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1,
PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF
AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
-10-
<PAGE> 64
52. Index 400 Mid-Cap Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
53. Macro-Cap Value Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
54. Micro-Cap Growth Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE
12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF
0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
55. Real Estate Securities Portfolio: TO APPROVE A PLAN OF DISTRIBUTION UNDER
RULE 12b-1, PURSUANT TO WHICH THIS PORTFOLIO WOULD PAY A DISTRIBUTION FEE
OF 0.25% OF AVERAGE DAILY NET ASSETS PER ANNUM:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
56. All Portfolios Voting Together: TO APPROVE AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF THE FUND AS DESCRIBED IN THE PROXY STATEMENT:
Percentage of shares to be voted: FOR % AGAINST % ABSTAIN %
57. All Portfolios Voting Together: TO RATIFY THE SELECTION OF KPMG LLP AS
INDEPENDENT PUBLIC ACCOUNTS FOR 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 LIFE IN ACCORDANCE WITH INSTRUCTIONS
RECEIVED FROM CONTRACT OWNERS WITH VOTING INTERESTS IN EACH SUB-ACCOUNT OF THE
ACCOUNTS. IN THE EVENT AN EXECUTED VOTING INSTRUCTION CARD IS RETURNED WITHOUT
INSTRUCTIONS, THE RELATED SHARES WILL BE VOTED "FOR" EACH PROPOSAL. IN THE EVENT
NO INSTRUCTIONS ARE RECEIVED FROM A CONTRACT OWNER WITH RESPECT TO SHARES OF A
PORTFOLIO HELD BY A SUB-ACCOUNT, MINNESOTA LIFE 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
Special Meeting and the Proxy Statement dated March , 2000, and revokes any
proxy heretofore given with respect to the votes covered by this proxy.
Date: , 2000
---------------------
Signature:
-------------------------------
Title:
-------------------------------
-11-
<PAGE> 65
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
ASSET ALLOCATION PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner
[ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 66
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
----------------------------------------
Signature
Date: , 2000
-----------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 67
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
BOND PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ]FOR all nominees listed below (except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 68
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
--------------------------------------
Signature
Date: , 2000
---------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 69
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
CAPITAL APPRECIATION PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott [ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 70
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------------
Signature
Date: , 2000
--------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 71
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
GLOBAL BOND PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 72
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------
Signature
Date: , 2000
--------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 73
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
GROWTH PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed [ ] ABSTAIN as to
all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 74
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
------------------------------------
Signature
Date: , 2000
-------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 75
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
INDEX 400 MID-CAP PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott [ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 76
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------------
Signature
Date: , 2000
--------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 77
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
INDEX 500 PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner
[ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 78
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-----------------------------------
Signature
Date: , 2000
-------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 79
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
INTERNATIONAL STOCK PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 80
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------
Signature
Date: , 2000
--------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 81
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
MACRO-CAP VALUE PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 82
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------------
Signature
Date: , 2000
--------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 83
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
MATURING GOVERNMENT BOND 2002 PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., DELETING A PROVISION REQUIRING ADVANTUS
CAPITAL TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
<PAGE> 84
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
---------------------------------------
Signature
Date: , 2000
----------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 85
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
INDEX 500 PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner
[ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
<PAGE> 86
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-----------------------------------
Signature
Date: , 2000
-------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 87
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
MATURING GOVERNMENT BOND 2010 PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
box next to the nominee's name below.)
[ ] Charles E. Arner
[ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
- --- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., DELETING A PROVISION REQUIRING ADVANTUS
CAPITAL TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
<PAGE> 88
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
--------------------------------------
Signature
Date: , 2000
---------------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 89
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
MICRO-CAP GROWTH PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner
[ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- -------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 90
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
------------------------------------
Signature
Date: , 2000
-------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 91
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
MONEY MARKET PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed [ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 92
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
----------------------------------
Signature
Date: , 2000
-----------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 93
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
MORTGAGE SECURITIES PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 94
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------
Signature
Date: , 2000
--------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 95
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
REAL ESTATE SECURITIES PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[ ] Charles E. Arner
[ ] Ellen S. Berscheid
[ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm
[ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 96
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------
Signature
Date: , 2000
---------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 97
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
SMALL COMPANY GROWTH PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the box next to the nominee's name below.)
[ ] Charles E. Arner [ ] Ellen S. Berscheid [ ] Ralph D. Ebbott
[ ] Frederick P. Feuerherm [ ] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR all changes listed
[ ] AGAINST all changes listed
[ ] ABSTAIN as to all changes listed
[ ] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[ ] [ ] [ ] A. Modify policies regarding borrowing and the issuance of senior securities
[ ] [ ] [ ] B. Modify policy regarding concentration in a particular industry
[ ] [ ] [ ] C. Modify policy regarding investments in real estate
[ ] [ ] [ ] D. Modify policy regarding investments in commodities
[ ] [ ] [ ] E. Modify policies regarding lending
[ ] [ ] [ ] F. Eliminate policy restricting margin purchases and short sales
[ ] [ ] [ ] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 98
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[] FOR [] AGAINST [] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FUND:
[] FOR [] AGAINST [] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
-----------------------------------------
Signature
Date: , 2000
-----------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 99
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
SMALL COMPANY VALUE PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[] FOR all nominees listed below [] WITHHOLD AUTHORITY
(except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[] Charles E. Arner [] Ellen S. Berscheid [] Ralph D. Ebbott
[] Frederick P. Feuerherm [] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
<TABLE>
<CAPTION>
<S> <C> <C>
[] FOR all changes listed [] AGAINST all changes listed [] ABSTAIN as to all changes listed
[] Vote on individual changes listed as follows:
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[] [] [] A. Modify policies regarding borrowing and the issuance of senior securities
[] [] [] B. Modify policy regarding concentration in a particular industry
[] [] [] C. Modify policy regarding investments in real estate
[] [] [] D. Modify policy regarding investments in commodities
[] [] [] E. Modify policies regarding lending
[] [] [] F. Eliminate policy restricting margin purchases and short sales
[] [] [] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[] FOR [] AGAINST [] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[] FOR [] AGAINST [] ABSTAIN
<PAGE> 100
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[] FOR [] AGAINST [] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FUND:
[] FOR [] AGAINST [] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
------------------------------
Signature
Date: , 2000
-------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
<PAGE> 101
MINNESOTA LIFE INSURANCE COMPANY
400 ROBERT STREET NORTH
ST. PAUL, MINNESOTA 55101
VOTING INSTRUCTIONS FOR ADVANTUS SERIES FUND, INC.
VALUE STOCK PORTFOLIO
Minnesota Life Insurance Company ("Minnesota Life") is soliciting these voting
instructions from owners of variable life insurance policies and owners of and
annuitants under variable annuity contracts issued by Minnesota Life who, by
virtue of such policies and contracts, beneficially own shares of the portfolio
named above (the "Portfolio"), a series of Advantus Series Fund, Inc. (the
"Fund"). These voting instructions are for the Fund's Special Meeting of
Shareholders to be held on April 17, 2000, and any adjournment thereof.
Please check in the appropriate boxes below, date this form, and sign it exactly
as your name appears below. By signing this form, you acknowledge receipt of the
Notice of Special Meeting and Proxy Statement dated March 17, 2000. As legal
owner of the shares, Minnesota Life will vote the shares in accordance with
these instructions at the Special Meeting or any adjournment thereof.
The undersigned hereby instructs Minnesota Life to vote as indicated below. IF
YOU DO NOT INDICATE A CHOICE, YOUR RETURN OF THE SIGNED FORM SHALL BE CONSIDERED
AS INSTRUCTIONS TO VOTE FOR APPROVAL OF ALL OF THE PROPOSALS. If any other
matter properly comes before the Special Meeting, Minnesota Life will vote in
accordance with its best judgment.
1. ELECTION OF DIRECTORS:
[] FOR all nominees listed below [] WITHHOLD AUTHORITY
(except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box next to the nominee's name below.)
[] Charles E. Arner [] Ellen S. Berscheid [] Ralph D. Ebbott
[] Frederick P. Feuerherm [] William N. Westhoff
2. TO APPROVE THE MODIFICATION OR ELIMINATION OF THE FUNDAMENTAL INVESTMENT
POLICIES LISTED BELOW AS DESCRIBED IN THE PROXY STATEMENT:
<TABLE>
<S> <C> <C>
[] FOR all changes listed [] AGAINST all changes listed [] ABSTAIN as to all changes listed
</TABLE>
[] Vote on individual changes listed as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
[] [] [] A. Modify policies regarding borrowing and the issuance of senior securities
[] [] [] B. Modify policy regarding concentration in a particular industry
[] [] [] C. Modify policy regarding investments in real estate
[] [] [] D. Modify policy regarding investments in commodities
[] [] [] E. Modify policies regarding lending
[] [] [] F. Eliminate policy restricting margin purchases and short sales
[] [] [] G. Eliminate diversification policies
</TABLE>
3. TO APPROVE AN AMENDED INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
ADVANTUS CAPITAL MANAGEMENT, INC., CHANGING THE SCHEDULE OF ADVISORY FEES
PAYABLE BY THE PORTFOLIO, DELETING A PROVISION REQUIRING ADVANTUS CAPITAL
TO PAY DISTRIBUTION-RELATED EXPENSES OF THE FUND, AND MODIFYING THE
AGREEMENT'S AMENDMENT PROVISION, ALL AS DESCRIBED IN THE PROXY STATEMENT:
[] FOR [] AGAINST [] ABSTAIN
4. TO APPROVE A PLAN OF DISTRIBUTION UNDER RULE 12b-1, PURSUANT TO WHICH THE
PORTFOLIO WOULD PAY A DISTRIBUTION FEE OF 0.25% OF AVERAGE DAILY NET ASSETS
PER ANNUM:
[] FOR [] AGAINST [] ABSTAIN
<PAGE> 102
5. TO APPROVE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FUND AS
DESCRIBED IN THE PROXY STATEMENT:
[] FOR [] AGAINST [] ABSTAIN
6. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND:
[] FOR [] AGAINST [] ABSTAIN
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. IF YOU
SIGN AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
--------------------------------------
Signature
Date: , 2000
--------------------------
THANK YOU FOR YOUR VOTING INSTRUCTIONS.
