<PAGE>
File Numbers 33-80756 and 811-8590
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 INTERNATIONAL BALANCED 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
International Balanced 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
(a) Advantus Capital Management, Inc.
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 Company;
Director 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
<PAGE>
1997-1, Inc.; Vice 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
<PAGE>
President, MCM
Funding 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.
(b) Templeton Investment Counsel, Inc.
Templeton Investment Counsel, Inc. ("TICI"), a Florida corporation with
offices at Broward Financial Centre, Suite 2100, Fort Lauderdale, Florida
33394-3091, is an indirect, wholly-owned subsidiary of Franklin Resources, Inc.
TICI acts as the investment adviser to, in addition to acting as investment
sub-adviser to the Registrant, the following U.S. registered investment
companies or series:
FRANKLIN TEMPLETON FUNDS
Franklin Investors Securities Trust:
- Franklin Global Government Income Fund (Subadviser)
Franklin Strategic Series:
- Franklin Strategic Income Fund (Subadviser)
Franklin Templeton International Trust:
- Templeton Foreign Smaller Companies Fund (Subadviser)
- Templeton Pacific Growth Fund (Subadviser)
Franklin Valuemark Funds:
- Templeton Global Asset Allocation Fund (Subadviser)
- Templeton Global Income Securities Fund (Subadviser)
- Templeton International Equity Fund (Subadviser)
- Templeton International Smaller Companies Fund
- Templeton Pacific Growth Fund (Subadviser)
Franklin/Templeton Global Trust:
- Franklin/Templeton German Government Bond Fund (Subadviser)
- Franklin/Templeton Global Currency Fund (Subadviser)
- Franklin/Templeton Hard Currency Fund (Subadviser)
- Franklin/Templeton High Income Currency Fund (Subadviser)
Franklin/Templeton Japan Fund
Templeton American Trust, Inc.
Templeton Balanced Fund (Subadviser)
Templeton Canada Global Bond Fund (Subadviser)
Templeton Canadian Asset Allocation Fund (Subadviser)
Templeton Canadian Bond Fund (Subadviser)
Templeton Capital Accumulator Fund, Inc.
Templeton Emerging Markets Appreciation Fund (Subadviser)
Templeton Emerging Markets Appreciation Fund, Inc. (Subadviser)
Templeton Emerging Markets Income Fund, Inc.
Templeton Global Balanced Fund (Subadviser)
Templeton Global Governments Income Trust
Templeton Global Income Fund, Inc.
<PAGE>
Templeton Global Income Portfolio Ltd.
Templeton Global Investment Trust:
- Templeton Americas Government Securities Fund
- Templeton Global Infrastructure Fund
- Templeton Latin America Fund
Templeton Global Opportunities Trust
Templeton Global Smaller Companies Fund
Templeton Global Smaller Companies Growth Fund, Inc.
Templeton Global Strategy Funds:
- Franklin Templeton International Bond Fund (Subadviser)
- Templeton American Fund
- Templeton Deutsche Mark Emerging Markets Fixed Income Fund
- Templeton Deutsche Mark Global Bond Fund
- Templeton Deutsche Mark Liquid Reserve Fund
- Templeton Emerging Markets Fixed Income Fund
- Templeton Global Income Fund
- Templeton Managed Currency Fund
- Templeton U.S. Dollar Liquid Reserve Fund
Templeton Global Trust Fund (Subadviser)
Templeton Income Trust:
- Templeton Global Bond Fund
Templeton Institutional Funds, Inc.:
- Templeton Emerging Fixed Income Markets Series
- Templeton Foreign Equity Series
- Templeton Growth Series
Templeton International Balanced Fund (Subadviser)
Templeton International Foreign Fund
Templeton International Growth Fund
Templeton Russia and Eastern European Debt Fund (Subadviser)
Templeton Variable Annuity Fund
Templeton Variable Products Series Fund (TVPSP):
- Templeton Asset Allocation Fund
- Templeton Bond Fund
- Templeton International Fund
- Templeton Money Market Fund
- Templeton Stock Fund
OUTSIDE FUNDS
Advantus International Balanced Fund (Subadviser)
Advantus Series Fund, Inc.:
- International Stock Portfolio (Subadviser)
American AAdvantage Funds (Subadviser)
American AAdvantage Mileage Funds (Subadviser)
Marshall International Stock Fund (Subadviser)
Maxim Series Fund, Inc.:
- International Equity Portfolio (Subadviser)
Northwestern Mutual International Equity Fund (Subadviser)
Northwestern Mutual Life - Mason Street International Equity Fund
(Subadviser)
The following are Directors of TICI, located at the above-referenced
address unless otherwise indicated, and their principal occupations or other
business connections which are of a substantial nature:
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND
POSITION WITH TICI PRINCIPAL OCCUPATION
------------------ --------------------
<S> <C>
Charles E. Johnson Senior Vice President and
Chairman and Director of Franklin
Resources, Inc.; President and
Director of Templeton Worldwide, Inc.
Donald F. Reed President, CEO and Director of
Director and President Templeton Management Limited
Martin L. Flanagan Senior Vice President, Chief
Director and Executive Financial Officer and
Vice President Treasurer of Franklin
777 Mariners Island Blvd. Resources, Inc.
San Mateo, California
Gregory E. McGowan Attorney - International
Director and Executive Marketing
Vice President
Gary P. Motyl Equity Research and Portfolio
Director and Executive Management
Vice President
Elizabeth M. Knoblock Attorney
Senior Vice President,
Secretary and General Counsel
</TABLE>
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:
<PAGE>
<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
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>
(c) 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:
Norwest Bank Minnesota, N.A.
8th Street and Marquette Avenue
Minneapolis, Minnesota 55479
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
<PAGE>
(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 INTERNATIONAL BALANCED 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
William N. Westhoff executive officer)
and Director
---------------------- Director and Treasurer February 1, 1999
Frederick P. Feuerherm (principal financial
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 INTERNATIONAL BALANCED FUND, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number and Description:
<S> <C>
(a) Articles of Incorporation for the Registrant. (1)
(b) Bylaws of the Registrant. (1)
(c) Not applicable.
(d)(1) Investment Advisory Agreement between Advantus Capital Management,
Inc. and the Registrant. (1)
(d)(2) Investment Sub-Advisory Agreement between Advantus Capital Management,
Inc. and Templeton Investment Counsel, Inc. (1)
(e)(1) Underwriting and Distribution Agreement between the Registrant and
Ascend Financial Services, Inc. (3)
(e)(2) Form of Dealer Sales Agreement between Ascend Financial Services,
Inc., principal underwriter for the Registrant, and dealers. (3)
(f) Not applicable.
(g) Custodian Agreement between the Registrant and Norwest Bank Minnesota,
N.A. (1)
(h) Shareholder and Administrative Services Agreement between the
Registrant and The Minnesota Mutual Life Insurance Company. (3)
(i) Opinion and Consent of Dorsey & Whitney LLP.
(j) Consent of KPMG Peat Marwick LLP. (3)
(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. (3)
(m)(2) Plan of Distribution for Class B shares of the Registrant. (2)
(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. (3)
<PAGE>
(p) Power of Attorney to sign Registration Statement executed by Directors
of Registrant.
</TABLE>
- -----------------------------
(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 November 29, 1996.
(3) Incorporated by reference to the Registrant's Registration
Statement on Form N-1A filed December 3, 1998.
<PAGE>
[LETTERHEAD]
Advantus International Balanced Fund, Inc.
400 Robert Street North
St. Paul, Minnesota 55101
Ladies and Gentlemen:
We have acted as counsel to Advantus International Balanced Fund,
Inc., a Minnesota corporation (the "Fund"), in connection with a Registration
Statement on Form N-1A (File Nos. 33-80756 and 811-8590) (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 International Balanced 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 REFERENCE TO SUCH FORM N-SAR.
</LEGEND>
<RESTATED>
<CIK> 0000926034
<NAME> MULTI CLASS ADVANTUS INTERNATIONAL BALANCED 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
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<PAID-IN-CAPITAL-COMMON> 55,310
<SHARES-COMMON-STOCK> 4,357
<SHARES-COMMON-PRIOR> 4,071
<ACCUMULATED-NII-CURRENT> 14
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,172
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,580)
<NET-ASSETS> 46,025
<DIVIDEND-INCOME> 1,520
<INTEREST-INCOME> 901
<OTHER-INCOME> 0
<EXPENSES-NET> 1,040
<NET-INVESTMENT-INCOME> 1,381
<REALIZED-GAINS-CURRENT> 2,675
<APPREC-INCREASE-CURRENT> (12,184)
<NET-CHANGE-FROM-OPS> (8,128)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 636
<DISTRIBUTIONS-OF-GAINS> 3,919
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 741
<NUMBER-OF-SHARES-REDEEMED> 724
<SHARES-REINVESTED> 269
<NET-CHANGE-IN-ASSETS> (6,434)
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 1,202
<AVERAGE-NET-ASSETS> 51,935
<PER-SHARE-NAV-BEGIN> 13.29
<PER-SHARE-NII> 0.25
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</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> 0000926034
<NAME> MULTI CLASS ADVANTUS INTERNATIONAL BALANCED 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
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,580)
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<NET-INVESTMENT-INCOME> 1,381
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<APPREC-INCREASE-CURRENT> (12,184)
<NET-CHANGE-FROM-OPS> (8,128)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 31
<DISTRIBUTIONS-OF-GAINS> 291
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<NUMBER-OF-SHARES-SOLD> 319
<NUMBER-OF-SHARES-REDEEMED> 50
<SHARES-REINVESTED> 23
<NET-CHANGE-IN-ASSETS> (6,434)
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<OVERDISTRIB-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 4,114
<PER-SHARE-NAV-BEGIN> 13.23
<PER-SHARE-NII> 0.39
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<PER-SHARE-DISTRIBUTIONS> 0.92
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<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> 0000926034
<NAME> MULTI CLASS ADVANTUS INTERNATIONAL BALANCED 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
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<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 55,009
<INVESTMENTS-AT-VALUE> 52,573
<RECEIVABLES> 1,205
<ASSETS-OTHER> 535
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<PAYABLE-FOR-SECURITIES> 18
<SENIOR-LONG-TERM-DEBT> 0
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<SENIOR-EQUITY> 51
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<SHARES-COMMON-STOCK> 293
<SHARES-COMMON-PRIOR> 304
<ACCUMULATED-NII-CURRENT> 14
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,172
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,580)
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<DIVIDEND-INCOME> 1,520
<INTEREST-INCOME> 901
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<NET-INVESTMENT-INCOME> 1,381
<REALIZED-GAINS-CURRENT> 2,675
<APPREC-INCREASE-CURRENT> (12,184)
<NET-CHANGE-FROM-OPS> (8,128)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 33
<DISTRIBUTIONS-OF-GAINS> 239
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 147
<NUMBER-OF-SHARES-REDEEMED> 185
<SHARES-REINVESTED> 27
<NET-CHANGE-IN-ASSETS> (6,434)
<ACCUMULATED-NII-PRIOR> 357
<ACCUMULATED-GAINS-PRIOR> 1,844
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 515
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,202
<AVERAGE-NET-ASSETS> 3,814
<PER-SHARE-NAV-BEGIN> 13.24
<PER-SHARE-NII> 0.39
<PER-SHARE-GAIN-APPREC> (2.13)
<PER-SHARE-DIVIDEND> 0.10
<PER-SHARE-DISTRIBUTIONS> 0.92
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.48
<EXPENSE-RATIO> 2.80
<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
