<PAGE>
File Numbers 33-80752 and 811-8586
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment Number ___
Post-Effective Amendment Number 7
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment Number 8
ADVANTUS CORNERSTONE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (651) 665-3826
ERIC J. BENTLEY, 400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101
(Name and Address of Agent for Service)
Copy to:
Michael J. Radmer, Esquire
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (check appropriate box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / On (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
/ / this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
Part A and Part B to the Registration Statement on Form N-1A for Advantus
Cornerstone Fund, Inc. are incorporated herein by reference, in their
entirety, from Post-Effective Amendment Number 6 filed December 3, 1998.
<PAGE>
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
The exhibits to this Registration Statement are listed in the Exhibit Index
hereto and are incorporated herein by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
Wholly-owned subsidiary of Minnesota Mutual Companies, Inc.:
Securian Holding Company (Delaware)
Wholly-owned subsidiary of Securian Holding Company:
Securian Financial Group, Inc. (Delaware)
Wholly-owned subsidiary of Securian Financial Group, Inc.
Minnesota Life Insurance Company
Wholly-owned subsidiaries of Minnesota Life Insurance Company:
Advantus Capital Management, Inc.
HomePlus Insurance Company
Northstar Life Insurance Company (New York)
The Ministers Life Insurance Company
Robert Street Energy, Inc.
Capitol City Property Management, Inc.
DataPlan Securities, Inc. (Ohio)
MIMLIC Imperial Corporation
MIMLIC Funding, Inc.
MCM Funding 1997-1, Inc.
MCM Funding 1998-1, Inc.
Personal Finance Company (Delaware)
MIMLIC Venture Corporation
HomePlus Insurance Agency, Inc.
Ministers Life Resources, Inc.
Enterprise Holding Corporation
Wedgewood Valley Golf, Inc.
Open-end registered investment company offering shares solely to separate
accounts of Minnesota Life Insurance Company:
Advantus Series Fund, Inc.
Wholly-owned subsidiary of Advantus Capital Management, Inc.:
Ascend Financial Services, Inc.
Wholly-owned subsidiaries of Ascend Financial Services, Inc.:
MIMLIC Insurance Agency of Massachusetts, Inc. (Massachusetts)
MIMLIC Insurance Agency of Texas, Inc. (Texas)
Ascend Insurance Agency of Nevada, Inc. (Nevada)
Ascend Insurance Agency of Oklahoma, Inc. (Oklahoma)
<PAGE>
Wholly-owned subsidiaries of Enterprise Holding Corporation:
Financial Ink Corporation
Oakleaf Service Corporation
Concepts in Marketing Research Corporation
Concepts in Marketing Services Corporation
Lafayette Litho, Inc.
Wholly-owned subsidiary of HomePlus Insurance Agency, Inc.:
HomePlus Insurance Agency of Texas, Inc. (Texas)
Majority-owned subsidiaries of MIMLIC Imperial Corporation:
J. H. Shoemaker Advisory Corporation (Tennessee)
Consolidated Capital Advisors, Inc. (Tennessee)
Majority-owned subsidiary of Ascend Financial Services, Inc.:
MIMLIC Insurance Agency of Ohio, Inc. (Ohio)
Majority-owned subsidiaries of Minnesota Life Insurance Company:
MIMLIC Life Insurance Company (Arizona)
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Advantus Venture Fund, Inc.
Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:
C.R.I. Securities, Inc.
Less than majority owned, but greater than 25% owned, subsidiaries of Minnesota
Life Insurance Company:
Advantus Money Market Fund, Inc.
MIMLIC Cash Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Index 500 Fund, Inc.
Less than 25% owned subsidiaries of Minnesota Life Insurance Company:
Advantus Horizon Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Bond Fund, Inc.
Unless indicated otherwise parenthetically, each of the above corporations is a
Minnesota corporation.
ITEM 25. INDEMNIFICATION
The Articles of Incorporation and Bylaws of the Registrant provide that
the Registrant shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, to the full extent
permitted by Section 302A.521, Minnesota Statutes, as now enacted or
hereafter amended, provided 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
<PAGE>
enacted or hereafter amended. Section 302A.521 of the Minnesota Statutes, as
now enacted, provides that a corporation shall indemnify a person made or
threatened to be made a party to a proceeding against judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding with respect to the
same acts or omissions; acted in good faith; received no improper personal
benefit and the Minnesota Statute dealing with directors' conflicts of
interest, if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful and
reasonably believed that the conduct was in the best interests of the
corporation or, in certain circumstances, reasonably believed that the
conduct was not opposed to the best interests of the corporation.
Section 17(h) of the Investment Company Act of 1940 provides that
neither the charter, certificate of incorporation, articles of association,
indenture of trust, nor the by-laws of any registered investment company, nor
any other instrument pursuant to which such a company is organized or
administered, shall contain any provisions which protects or purports to
protect any director or officer of such company against any liability to the
company or to its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of duties involved in the conduct of his office. The staff of the
Securities and Exchange Commission has stated that it is of the view that an
indemnification provision does not violate Section 17(h) if it precludes
indemnification for any liability arising by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of duties ("Disabling
conduct") and sets forth reasonable and fair means for determining whether
indemnification shall be made. In the staff's view, "reasonable and fair
means" would include (1) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of disabling conduct or, (2) in the
absence of such a decision, a reasonable determination, based upon a review
of the facts, that the indemnitee was not liable by reason of disabling
conduct, by (a) the vote of a majority of a quorum of directors who are
neither "interested persons" of the company as defined in Section 2(a)(19) of
the Investment Company Act of 1940 nor parties to the proceeding
("disinterested, non-party directors") or (b) an independent legal counsel in
a written opinion. The dismissal of either a court action or administrative
proceeding against an indemnitee for insufficiency of evidence of any
disabling conduct with which he has been charged would, in the staff's view,
provide reasonable assurance that he was not liable by reason of disabling
conduct. The staff also believes that a determination by the vote of a
majority of a quorum of disinterested, non-party directors would provide
reasonable assurance that the indemnitee was not liable by reason of
disabling conduct.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or
<PAGE>
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Directors and Officers Office with
Of Investment Adviser Investment Adviser Other Business Connections
- ---------------------- ------------------ --------------------------
William N. Westhoff President, Treasurer Vice President and Director,
and Director Robert Street Energy, Inc.;
Senior Vice President and
Treasurer, Minnesota Life
Insurance Company;
President, MCM Funding
1997-1, Inc.; President, MCM
Funding 1998-1, Inc.
Frederick P. Feuerherm Vice President, Vice President, Minnesota
Assistant Secretary Life Insurance Company;
and Director 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.
Guy M. de Lambert Vice President, Second Vice President,
Secretary and Minnesota Life Insurance
Director Company; President,
Secretary and Director,
Personal Finance Company;
President and Director,
Wedgewood Valley Golf, Inc.;
President and Director,
MIMLIC Venture Corporation;
President and Director,
MIMLIC Funding, Inc.;
President, Secretary and
Director, Robert Street
Energy, Inc.; Vice President
and Secretary, MCM Funding
1997-1, Inc.; Vice President
and Secretary, MCM Funding
1998-1, Inc.
Lynne M. Mills Vice President Second Vice President,
Minnesota Life Insurance
Company; Vice President and
Director, Robert Street
Energy, Inc.; Vice
President, MCM Funding
1997-1, Inc.; Vice
<PAGE>
President, MCM Funding
1998-1, Inc.
Dianne Orbison Vice President Second Vice President,
Minnesota Life Insurance
Company; Vice President and
Director, MCM Funding
1997-1, Inc.; Vice
President, MIMLIC Venture
Corporation; Vice President
and Director, MCM Funding
1998-1, Inc.
Richard W. Worthing Vice President and Vice President, MCM Funding
Head of Equities 1997-1, Inc.; Vice
President, MIMLIC Funding,
Inc.; Vice President, MCM
Funding 1998-1, Inc.; Second
Vice President, Minnesota
Life Insurance Company
James P. Tatera Vice President, Second Vice President,
Equity Portfolio Minnesota Life Insurance
Manager Company; Vice President,
MIMLIC Funding, Inc.; Vice
President and Assistant
Secretary, MCM Funding
1997-1, Inc.; Vice President
and Assistant Secretary, MCM
Funding 1998-1, Inc.
Marilyn Froelich Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Director,
Investment Advisory,
Minnesota Life Insurance
Company
Loren Haugland Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Senior
Investment Officer,
Minnesota Life Insurance
Company
Thomas A. Gunderson Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Investment
Officer, Total Return,
Minnesota Life Insurance
Company
Kent R. Weber Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
<PAGE>
1998-1, Inc.; Investment
Officer, Total Return,
Minnesota Life Insurance
Company
Jeffrey R. Erickson Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Investment
Officer, Total Return,
Minnesota Life Insurance
Company
Gary A. Aster Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Investment
Officer, Equities, Minnesota
Life Insurance Company
Wayne R. Schmidt Vice President Secretary and Treasurer,
MIMLIC Funding, Inc.;
Assistant Secretary and
Treasurer, Robert Street
Energy, Inc.; Vice President
and Secretary, MIMLIC
Imperial Corporation; Vice
President and Assistant
Secretary, MCM Funding
1997-1, Inc.; Vice President
and Assistant Secretary, MCM
Funding 1998-1, Inc.;
Investment Officer - Fixed
Income PM, Minnesota Life
Insurance Company
Joseph R. Betlej Vice President Vice President, Secretary
and Director, Wedgewood
Valley Golf, Inc.; Vice
President and Secretary,
MIMLIC Venture Corporation;
Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Senior
Investment Officer,
Minnesota Life Insurance
Company
Steven Laude Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Senior
Investment Officer - Fixed
Income, Minnesota Life
Insurance Company
<PAGE>
Erica Bergsland Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Senior
Investment Officer -
Mortgage, Minnesota Life
Insurance Company
Thomas G. Meyer Vice President Vice President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.; Director,
Marketing Development,
Minnesota Life Insurance
Company
Rodney Hare Vice President Director of Institutional
Marketing, Minnesota Life
Insurance Company; Vice
President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.
Gary Kleist Financial Vice Director, Investment
President Operations, Minnesota Life
Insurance Company; Vice
President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding,
1998-1, Inc.
Sean O'Connell Vice President Senior Investment Officer -
Mortgage, Minnesota Life
Insurance Company; Vice
President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.
John Leiviska Vice President Senior Investment Officer -
Fixed Income, Minnesota Life
Insurance Company; Vice
President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.
Annette Masterson Vice President Senior Investment Officer -
Fixed Income, Minnesota Life
Insurance Company; Vice
President, MCM Funding
1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.
Mark L. Henneman Vice President Value Portfolio Manager,
Minnesota Life Insurance
<PAGE>
Company; Vice President, MCM
Funding 1997-1, Inc.; Vice
President, MCM Funding
1998-1, Inc.
Kevin J. Hiniker Associate General Investment Officer - Law
Counsel and Assistant Secretary,
Minnesota Life Insurance
Company; Assistant
Secretary, Robert Street
Energy, Inc.; Assistant
Secretary, MCM Funding
1997-1, Inc.; Assistant
Secretary, MCM Funding
1998-1, Inc.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Ascend Financial Services, Inc. currently acts as a principal
underwriter for the following investment companies:
Advantus Horizon Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Money Market Fund, Inc.
Advantus Bond Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Advantus Venture Fund, Inc.
Advantus Index 500 Fund, Inc.
MIMLIC Cash Fund, Inc.
Variable Fund D
Variable Annuity Account
Minnesota Life Variable Life Account
Group Variable Annuity Account
Minnesota Life Variable Universal Life Account
(b) The name and principal business address, positions and offices with
Ascend Financial Services, Inc., and positions and offices with Registrant of
each director and officer of Ascend Financial Services, Inc. is as follows:
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------
<S> <C> <C>
Robert E. Hunstad Director None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
George I. Connolly President, Chief None
Ascend Financial Services, Inc. Executive Officer, Chief
400 Robert Street North Compliance Officer and
St. Paul, Minnesota 55101 Director
<PAGE>
Margaret Milosevich Vice President, Chief Assistant
Ascend Financial Services, Inc. Operations Officer, Secretary
400 Robert Street North Treasurer and Secretary
St. Paul, Minnesota 55101
Dennis E. Prohofsky Director None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
Thomas L. Clark Assistant Treasurer Assistant
Ascend Financial Services, Inc. and Assistant Secretary Secretary
400 Robert Street North
St. Paul, Minnesota 55101
</TABLE>
(a) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The physical possession of the accounts, books and other documents
required to be maintained by Section 3(a) of the Investment Company Act of 1940
and Rules 31a-1 to 31a-3 promulgated thereunder is maintained by Minnesota Life,
400 Robert Street North, St. Paul, Minnesota 55101; except that the physical
possession of certain accounts, books and other documents related to the custody
of the Registrant's securities is maintained by the following custodian:
U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) The Registrant hereby undertakes to furnish, upon request and
without charge to each person to whom a prospectus is delivered, a copy of the
Registrant's latest annual report to shareholders containing the information
called for by Item 5A.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of St. Paul
and the State of Minnesota on the 1st day of February, 1999.
ADVANTUS CORNERSTONE FUND, INC.
Registrant
By
------------------------------
William N. Westhoff, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
President (principal February 1, 1999
- ------------------------- executive officer)
William N. Westhoff and Director
Director and Treasurer February 1, 1999
- ------------------------- (principal financial
Frederick P. Feuerherm and accounting officer)
Ralph D. Ebbott* Director)
- -------------------------
Ralph D. Ebbott ) By
---------------------
) William N. Westhoff
) Attorney-in-Fact
Charles E. Arner* Director)
- -------------------------
Charles E. Arner ) Dated: February 1, 1999
)
)
Ellen S. Berscheid* Director)
- -------------------------
Ellen S. Berscheid )
- -------------------
*Registrant's director executing power of attorney dated October 22, 1998, a
copy of which is filed herewith.
<PAGE>
ADVANTUS CORNERSTONE FUND, INC.
EXHIBIT INDEX
Exhibit Number and Description:
(a) Articles of Incorporation for the Registrant. (1)
(b) Bylaws of the Registrant. (1)
(c) Not applicable.
(d) Investment Advisory Agreement between Advantus Capital Management,
Inc. and the Registrant. (1)
(e)(1) Underwriting and Distribution Agreement between the Registrant and
Ascend Financial Services, Inc. (2)
(e)(2) Form of Dealer Sales Agreement between Ascend Financial Services,
Inc., principal underwriter for the Registrant, and dealers. (2)
(f) Not applicable.
(g) Custodian Agreement between the Registrant and First Trust National
Association. (1)
(h) Shareholder and Administrative Services Agreement between the
Registrant and The Minnesota Mutual Life Insurance Company. (2)
(i) Opinion and Consent of Dorsey & Whitney LLP.
(j) Consent of KPMG Peat Marwick LLP. (2)
(k) Not applicable.
(l)(1) Letter of Investment Intent regarding the Registrant's initial capital
from MIMLIC Asset Management Company. (1)
(l)(2) Letter of Investment Intent regarding the Registrant's initial capital
from The Minnesota Mutual Life Insurance Company. (1)
(m)(1) Plan of Distribution for Class A shares of the Registrant. (2)
(m)(2) Plan of Distribution for Class B shares of the Registrant. (1)
(m)(3) Plan of Distribution for Class C shares of the Registrant. (1)
(n)(1) Financial Data Schedule for Class A shares of the Registrant.
(n)(2) Financial Data Schedule for Class B shares of the Registrant.
(n)(3) Financial Data Schedule for Class C shares of the Registrant.
(o) Multiple Class Plan pursuant to Rule 18f-3. (2)
(p) Power of Attorney to sign Registration Statement executed by Directors
of Registrant.
- -------------------
<PAGE>
(1) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A filed January 26, 1996.
(2) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A filed December 3, 1998.
<PAGE>
[LETTERHEAD]
Advantus Cornerstone Fund, Inc.
400 Robert Street North
St. Paul, Minnesota 55101
Ladies and Gentlemen:
We have acted as counsel to Advantus Cornerstone Fund, Inc., a
Minnesota corporation (the "Fund"), in connection with a Registration Statement
on Form N-1A (File Nos. 33-80752 and 811-8586) (the "Registration Statement")
relating to the sale by the Fund of an indefinite number of shares of the Fund's
Class A Common Shares, Class B Common Shares and Class C Common Shares, each
with a par value of $.01 per share (the "Shares").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Fund, that
such parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Fund and of public officials. We have also
assumed that the Shares will be issued and sold as described in the Registration
Statement.
Based on the foregoing, we are of the opinion that upon issuance,
delivery and payment for the Shares as described in the Registration Statement,
the Shares will be validly issued, fully paid and nonassessable.
<PAGE>
Advantus Cornerstone Fund, Inc.
January 29, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the caption
"Service Providers" in the Prospectus and under the caption "Investment Advisory
and Other Services" in the Statement of Additional Information, each
constituting part of the Registration Statement.
Dated: January 29, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
KLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM N-SAR
AND IS QUALIFIED IN ITS ENTIRETY BY REFERNCE TO SUCH FORM N-SAR.
</LEGEND>
<RESTATED>
<CIK> 0000926023
<NAME> MULTI CLASS ADVANTUS CORNERSTONE FUND
<SERIES>
<NUMBER> 100
<NAME> CLASS A
<MULTIPLIER> 1000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 119,619
<INVESTMENTS-AT-VALUE> 120,128
<RECEIVABLES> 517
<ASSETS-OTHER> 14
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 120,659
<PAYABLE-FOR-SECURITIES> 2,306
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 250
<TOTAL-LIABILITIES> 2,556
<SENIOR-EQUITY> 85
<PAID-IN-CAPITAL-COMMON> 121,892
<SHARES-COMMON-STOCK> 6,758
<SHARES-COMMON-PRIOR> 5,746
<ACCUMULATED-NII-CURRENT> 19
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4,403)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 510
<NET-ASSETS> 93,833
<DIVIDEND-INCOME> 2,472
<INTEREST-INCOME> 437
<OTHER-INCOME> 0
<EXPENSES-NET> 1,794
<NET-INVESTMENT-INCOME> 1,115
<REALIZED-GAINS-CURRENT> (958)
<APPREC-INCREASE-CURRENT> (23,581)
<NET-CHANGE-FROM-OPS> (23,424)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,055
<DISTRIBUTIONS-OF-GAINS> 10,893
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,800
<NUMBER-OF-SHARES-REDEEMED> 1,343
<SHARES-REINVESTED> 555
<NET-CHANGE-IN-ASSETS> (14,023)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 10,124
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,091
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,901
<AVERAGE-NET-ASSETS> 109,202
<PER-SHARE-NAV-BEGIN> 18.68
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> (3.04)
<PER-SHARE-DIVIDEND> 0.16
<PER-SHARE-DISTRIBUTIONS> 1.76
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.88
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM N-SAR
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM N-SAR.
</LEGEND>
<RESTATED>
<CIK> 0000926023
<NAME> MULTI CLASS ADVANTUS CORNERSTONE FUND
<SERIES>
<NUMBER> 101
<NAME> CLASS B
<MULTIPLIER> 1000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 119,619
<INVESTMENTS-AT-VALUE> 120,128
<RECEIVABLES> 517
<ASSETS-OTHER> 14
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 120,659
<PAYABLE-FOR-SECURITIES> 2,306
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 250
<TOTAL-LIABILITIES> 2,556
<SENIOR-EQUITY> 85
<PAID-IN-CAPITAL-COMMON> 121,892
<SHARES-COMMON-STOCK> 1,543
<SHARES-COMMON-PRIOR> 1,156
<ACCUMULATED-NII-CURRENT> 19
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4,403)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 510
<NET-ASSETS> 21,176
<DIVIDEND-INCOME> 2,472
<INTEREST-INCOME> 437
<OTHER-INCOME> 0
<EXPENSES-NET> 1,794
<NET-INVESTMENT-INCOME> 1,115
<REALIZED-GAINS-CURRENT> (958)
<APPREC-INCREASE-CURRENT> (23,581)
<NET-CHANGE-FROM-OPS> (23,424)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 55
<DISTRIBUTIONS-OF-GAINS> 2,298
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 706
<NUMBER-OF-SHARES-REDEEMED> 463
<SHARES-REINVESTED> 144
<NET-CHANGE-IN-ASSETS> (14,023)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 10,124
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,091
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,901
<AVERAGE-NET-ASSETS> 23,593
<PER-SHARE-NAV-BEGIN> 18.52
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> (3.02)
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 1.76
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.73
<EXPENSE-RATIO> 1.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM N-SAR
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM N-SAR.
</LEGEND>
<RESTATED>
<CIK> 0000926023
<NAME> MULTI CLASS ADVANTUS CORNERSTONE FUND
<SERIES>
<NUMBER> 102
<NAME> CLASS C
<MULTIPLIER> 1000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 119,619
<INVESTMENTS-AT-VALUE> 120,128
<RECEIVABLES> 517
<ASSETS-OTHER> 14
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 120,659
<PAYABLE-FOR-SECURITIES> 2,306
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 250
<TOTAL-LIABILITIES> 2,556
<SENIOR-EQUITY> 85
<PAID-IN-CAPITAL-COMMON> 121,892
<SHARES-COMMON-STOCK> 226
<SHARES-COMMON-PRIOR> 184
<ACCUMULATED-NII-CURRENT> 19
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4,403)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 510
<NET-ASSETS> 3,094
<DIVIDEND-INCOME> 2,472
<INTEREST-INCOME> 437
<OTHER-INCOME> 0
<EXPENSES-NET> 1,794
<NET-INVESTMENT-INCOME> 1,115
<REALIZED-GAINS-CURRENT> (958)
<APPREC-INCREASE-CURRENT> (23,581)
<NET-CHANGE-FROM-OPS> (23,424)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7
<DISTRIBUTIONS-OF-GAINS> 379
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 169
<NUMBER-OF-SHARES-REDEEMED> 150
<SHARES-REINVESTED> 23
<NET-CHANGE-IN-ASSETS> (14,023)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 10,124
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,091
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,901
<AVERAGE-NET-ASSETS> 3,621
<PER-SHARE-NAV-BEGIN> 18.48
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> (3.04)
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 1.76
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.68
<EXPENSE-RATIO> 1.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
POWER OF ATTORNEY
TO SIGN REGISTRATION STATEMENT
The undersigned, Directors of Advantus Horizon Fund, Inc., Advantus
Spectrum Fund, Inc., Advantus Mortgage Securities Fund, Inc., Advantus Money
Market Fund, Inc., Advantus Bond Fund, Inc., Advantus Cornerstone Fund, Inc.,
Advantus Enterprise Fund, Inc., Advantus International Balanced Fund, Inc.,
Advantus Venture Fund, Inc., Advantus Index 500 Fund, Inc., Advantus Real
Estate Securities Fund, Inc., MIMLIC Cash Fund, Inc., and Advantus Series
Fund, Inc. (the "Funds"), appoint William N. Westhoff, Eric J. Bentley,
Donald F. Gruber and Michael J. Radmer, and each of them individually, as
attorney-in-fact for the purpose of signing in their names and on their
behalf as Directors of the Funds and filing with the Securities and Exchange
Commission Registration Statements on Form N-1A, or any amendments thereto,
for the purpose of registering shares of Common Stock of the Funds for sale
by the Funds and to register the Funds under the Investment Company Act of
1940.
Dated: October 22, 1998 /s/Charles E. Arner
-----------------------------------
Charles E. Arner
/s/Ellen S. Berscheid
-----------------------------------
Ellen S. Berscheid
/s/Ralph D. Ebbott
-----------------------------------
Ralph D. Ebbott
/s/Frederick P. Feuerherm
-----------------------------------
Frederick P. Feuerherm
/s/William N. Westhoff
-----------------------------------
William N. Westhoff
