EX-99.28.D.4

EX-99.28.D.4 3 d602551dex9928d4.htm EX-99.28.D.4 EX-99.28.D.4

Exhibit 28(d)(4)

INVESTMENT SUB-ADVISORY AGREEMENT

(SECURIAN FUNDS TRUST)

THIS AGREEMENT, made as of the 1^st day of May, 2014, by and between Advantus Capital Management, Inc., a Minnesota corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Adviser”) and Waddell & Reed Investment Management Company, a Kansas corporation registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”).

WHEREAS, the Adviser is the Investment Adviser to Securian Funds Trust, (the “Trust”), each of whose series or funds operates as an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish it with portfolio selection and related research and statistical services in connection with the Adviser’s investment advisory activities on behalf of the Trust’s SFT – Ivy Growth Fund and SFT – Ivy Small Cap Growth Fund (hereinafter, each referred to as the “Fund”), and the Sub-Adviser desires to furnish such services to the Adviser; and

NOW, THEREFORE, in consideration of the premises and the terms and conditions hereinafter set forth, it is agreed as follows:

1.	APPOINTMENT OF SUB-ADVISER

In accordance with and subject to the Investment Advisory Agreement between the Trust and the Adviser, the Adviser hereby appoints the Sub-Adviser to perform portfolio selection services described herein for the investment and reinvestment of the Fund, subject to the control and direction of the Trust’s Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Adviser accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation described herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized herein, have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser.

2.	OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY SUB-ADVISER

(a)

Subject always to the direction and control of the Trustees of the Trust, the Sub-Adviser will manage the investments and determine the composition of the assets of the Fund in accordance with the Fund’s investment objective, investment policies and limitations set forth in the Trust’s registration statement, as amended, or as subsequently amended in writing. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser will:

(1)

Investment Plan

(i)

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 or are under consideration for inclusion therein;

(ii)

formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for such Fund as set forth in the Trust’s registration statement, as amended;

(iii)

take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities and other instruments, including the placing of orders for such purchases and sales, entering into derivative transactions (if applicable) and by managing all cash in the Fund;

(iv)

if applicable, purchase, sell, exchange or convert foreign currency in the spot or forward markets in connection with portfolio trades as agent, at the market rate, as determined by the Sub-Adviser in its sole discretion. Conversion of currencies into and out of the base currency of the Fund in restricted markets and, unless agreed otherwise by the Sub-Adviser, generally income repatriation transactions will be the responsibility of the Fund’s custodian (the “Custodian”), not of the Sub-adviser. To the extent that the Fund’s custodian performs such transactions, the Sub-Adviser shall not have the ability to control such transactions and will be limited in its ability to assess the quality of such transactions. In addition, whether a market is considered to be restricted will depend on a number of factors, including, but not limited to, country specific statutory documentation requirements, country specific structural risks and convertibility issues. Accordingly, the Sub-Adviser shall be entitled to consult with third parties, including, but not limited to, broker-dealers and custodians, and rely upon such information in making a good faith determination on whether a market is considered restricted.

(v)

if applicable, manage required collateral levels in connection with the investment and reinvestment of the assets of the Funds. If applicable, the Sub-Adviser will provide instructions to the Custodian to post collateral and to call for collateral from counterparties, as necessary, and will arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and other identifying information (including, but not limited to, Cusip, Sedol, or other numbers that identify the securities to be purchased or sold on behalf of the Fund) as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Fund. If applicable, the Sub-Adviser will provide reports with respect to its collateral management activities as requested by the Adviser;

(vi)

regularly report to the Trustees of the Trust with respect to the implementation of these investment programs;

(vii)

provide assistance with and make recommendations for the fair value of securities held by the Fund for which market quotations are not readily available or which may be identified for review from time to time by either the Trust or the Sub-Adviser;

(viii)

notify Adviser of securities in the Fund that are fair valued by the Sub-Adviser pursuant to the Sub-Adviser’s valuation policies; and

(ix)

review portions of the Trust’s registration statement applicable to Sub-adviser on an annual basis and provide proposed revisions to Adviser.

(2)

Investment Objectives, Policies, Practices and Restrictions

In managing the investments of and determining the composition of the assets of the Fund and in performing its other services and obligations hereunder, the Sub-Adviser shall: (i) be subject to the applicable provisions of the Agreement and Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and Statement of Additional Information; (ii) comply with the investment objectives, policies and restrictions of the Fund as set forth in the registration statement of the Fund, as from time to time amended or supplemented; (iii) comply with all policies, guidelines, instructions and procedures approved by the Board or the Adviser with respect to the Fund and furnished to the Sub-Adviser; (iv) comply with all applicable requirements of the Investment Advisers Act, the Investment Company Act and the rules and regulations under each thereof, as the same may be amended from time to time; (v) cause the Fund to comply with (a) the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company (if and for so long as the Fund seeks to qualify as a regulated investment company under the Code) and (b) the diversification requirements under Subchapter L, including the requirements of Regulation 1.817-5, of the Code; and (vi) comply with all other applicable law, rules and regulations. In addition, the Sub-Adviser shall maintain compliance procedures for the Fund that the Sub-Adviser reasonably believes are adequate to ensure its and the Fund’s compliance with the foregoing.

In no event shall Sub-Adviser cause the Fund to enter into derivative transactions that would cause the Fund to exceed the de minimus test for commodity pool operator registration set forth in CFTC Regulation 4.5.

(3)

Cash Management and Short-Term Investment Funds

The Adviser shall arrange with the Custodian” to have at least one Short-Term Investment Fund (“STIF”) available to be used as a sweep vehicle for the short-term investment of cash for the Fund. The Sub-Adviser agrees to use this STIF for the short-term investment of cash, subject to the limitations on investments in shares of other investment companies set forth in the 1940 Act.

(4)

Electronic Delivery of Daily Trade File and Daily Holdings

(i)

In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall deliver to the Fund’s Accountant (“State Street”), by no later than 6 p.m. Central Time on each trading day, trading data in a mutually agreeable manner with respect to securities and other instruments purchased or sold on such trading day, if any, using a secure electronic system established by State Street. If financial futures contracts are purchased and sold, Sub-Adviser shall deliver a trade file with respect to such futures to State Street by no later than 4 p.m. Central Time on each trading day. There may be times that the Sub-Adviser will choose to trade while the futures markets are open, but it is too late in the day to meet that deadline, in which case the Sub-Adviser will develop a process with State Street to ensure such trades are properly reported in a mutually acceptable manner. Using a secure electronic system established by Adviser, Sub-Adviser will deliver to Adviser by no later than noon Central Time on trade date plus one, a complete list of investments held by the Fund on a daily basis. Sub-Adviser agrees to reconcile these holdings with the Custodian on a monthly basis.

(ii)

Revisions to or cancellations of trades must be provided by Sub-Adviser to State Street using a secure electronic system established by State Street by no later than 2:00 p.m. Central Time on trade date plus one. If a revision or cancellation is made after this deadline, Sub-Adviser will promptly notify State Street.

(5)

Investment in New Securities

(i)

Sub-Adviser shall provide assistance to the Adviser and The Fund’s Custodian and account, upon request, to enable the proper set up of new securities purchased by the Fund on the date of the trade.

(6)

Trade Affirmation and Settlement

(i)

The Sub-Adviser shall affirm and direct the Custodian to settle each trade made by the Sub-Adviser on behalf of the Fund and shall advise brokers to list Adviser as an Interested Party on all Depository Trust Company (“DTC”) confirms, supplying Adviser’s DTC number as 71567. Sub-Adviser shall use its best efforts to affirm all trades by no later than 11:00 a.m. Central Time on trade date plus one.

(ii)

With respect to portfolio securities to be purchased or sold through DTC, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. For non-DTC eligible trades, Sub-Adviser will provide hard copy confirmation, if customarily provided, via facsimile or e-mail to Adviser by no later than 11:00 a.m. Central Time on trade date plus one.

(iii)

Sub-Adviser will work directly with Custodian and/or any applicable broker to resolve any trade-related issues (including, but not limited to re-registration of physical certificates, denominational breakdowns, exchanges, etc.).

(iv)

Sub-Adviser agrees to monitor any failing trades and to use its best efforts to work proactively to resolve these issues, and seek reimbursement from third parties as appropriate. Sub-Adviser agrees to reimburse the Fund for any compensating interest due because of failing trades if due to the fault of Sub-Adviser.

(7)

Corporate and Class Actions

(i)

Sub-Adviser has the obligation to determine the Fund’s participation in voluntary corporate actions and will work with appropriate parties to facilitate voluntary corporate action processing.

(ii)

Sub-Adviser shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Custodian in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Custodian.

(8)

Proxy Voting

Sub-Adviser is responsible for voting all proxies on behalf of the securities held by the Fund in accordance with proxy voting policies and procedures provided by the Sub-Adviser and adopted by the Trust. Sub-Adviser shall consult with Adviser as requested by Adviser on proxy voting matters.

(9)

Securities Lending

The Adviser may at some point during the existence of this Agreement enter into a securities lending agreement with the Custodian or another party to have the securities of the Fund placed on loan for a fee. If the Adviser does enter into such agreement, the Adviser will notify the Sub-Adviser of such agreement. The Adviser agrees not to enter into such agreement without the counterparty agreeing to contractual settlement, thereby guaranteeing the return of any securities on loan when requested by the Custodian in connection with settlements of transactions initiated by Sub-Adviser. Sub-Adviser shall have no responsibility for failed trades. resulting from such program.

(10)

Commission Recapture

Sub-Adviser understands that Adviser may, on occasion, enter into agreements for commission recapture with certain brokers. Sub-Adviser agrees to follow Adviser’s direction regarding commission recapture subject to best execution and applicable laws and regulations including those of self-regulatory organizations.

(11)

Broker Selection

The Sub-Adviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. The Sub-Adviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. The Sub-Adviser will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, the Sub-Adviser is directed at all times to seek to execute transactions for the Fund in accordance with its trading policies, as disclosed by the Sub-Adviser to the Fund from time to time, but in all cases subject to policies and practices established by the Fund and described in the Trust’s registration statement. Notwithstanding the foregoing, the Sub-Adviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the Trust’s registration statement, if the Sub-Adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-Adviser’s overall responsibilities with respect to accounts managed by the Sub-Adviser. The Sub-Adviser may use for the benefit of the Sub-Adviser’s other clients, or make available to companies affiliated with the Sub-Adviser or to its directors for the benefit of its clients, any such brokerage and research services that the Sub-Adviser obtains from brokers or dealers.

(12)

Books and Records

The Sub-Adviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the rules thereunder. All records pertaining to the Sub-Adviser’s management of the Fund shall be the joint property of the Trust and the Sub-Adviser and shall be available for inspection and use, upon reasonable notice and during normal business hours, by the Securities and Exchange Commission, state regulators, Adviser, or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.

(13)

Investment Activity and Portfolio Composition Reporting

The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably request.

(14)

Aggregation of Trades and Trade Allocations

On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Sub-Adviser, to the extent permitted by applicable law and as provided in its policies and procedures and as described in the Sub-Adviser’s Form ADV Part 2A, may, but is not required to, aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other customers. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.

3.	DUTIES OF ADVISER

(a) The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to its advisory agreement with the Trust other than those delegated to the Sub-Adviser and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement.

(b) The Adviser agrees to provide or complete, as the case may be, the following prior to the commencement of the Sub-Adviser’s investment advisory services as specified under this Agreement.

(i) A list of first tier affiliates and second tier affiliates (i.e. affiliates of affiliates) of the Fund; and

(ii) A copy of the current applicable compliance procedures for each Fund that are applicable to the subadvisory services provided to the Fund.

CFTC

(a)	The Adviser hereby represents and warrants to the Sub-Adviser that:

(i) as of the date of this Agreement, either the Adviser or the Trust (in such capacity, the “CPO”), with respect to the Fund, is excluded from the definition of commodity pool operator pursuant to Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and the CPO, on behalf of the Fund, will file the notice if required by CFTC Regulation 4.5(c) and shall refile such notice annually if required;

(ii) as of the date of this Agreement, the Adviser is exempt from registration as a commodity trading advisor with respect to the Fund under CFTC Regulation 4.14(a)(5) or CFTC Regulation 4.14(a)(8), will file notice if required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually if required; and

(iii) as of the date of this Agreement, the Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”).

(b)	The Sub-Adviser hereby represents and warrants to the Adviser that:

(i) as of the date of this Agreement, the Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund, will file the notice if required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually if required; and

(ii) Sub-Adviser will cause the Fund to comply with the trading restrictions in CFTC Regulation 4.5(c)(2)(iii) unless otherwise agreed with the Adviser in writing.

(c)	The Adviser and the Sub-Adviser each further agrees:

(i) Adviser and Sub-Adviser shall each comply with all requirements of the CEA and then-current CFTC regulations that apply to Adviser and Sub-Adviser, respectively, with respect to the Fund; and

(ii) Sub-Adviser shall provide reasonable cooperation to the Adviser and Adviser shall provide reasonable cooperation to the Sub-Adviser in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements applicable to such party with respect to the Fund under the CEA and/or then-current CFTC regulations.

5.	PAY TO PLAY

The Adviser and Sub-Adviser each represent that it relies on the relief provided by the SEC No-Action Letter to the Investment Company Institute, dated September 12, 2011 (the “No-Action Letter”) regarding maintaining a list of “government entities” as required under Rule 204.2(a)(18)(i)(B) of the Advisers Act. Should the Adviser become aware of such information in accordance with the No-Action Letter in the future, the Adviser agrees to provide the Sub-Adviser, in a manner and with such frequency as is mutually agreed upon by the parties, with such information.

6.	EXPENSES

During the term of this Agreement, the Sub-Adviser will pay all of its own expenses incurred in connection with its activities under this Agreement. All brokerage and custodial expenses relating to the operation of the Fund shall be borne by the Trust.

7.	COMPENSATION

In payment for the investment sub-advisory services to be rendered by the Sub-Adviser in respect of the Fund, the Adviser shall pay to the Sub-Adviser a fee, determined as described on Exhibit A, attached hereto and made a part hereof.

8.	DURATION AND TERMINATION OF AGREEMENT

This Agreement shall not become effective unless and until it is approved by the Board of Trustees of the Trust, including a majority of the members who are not “interested persons” to parties to this Agreement, by a vote cast in person at a meeting called for the purpose of voting such approval.

This Agreement shall continue in effect for a period more than two years from the date of this Agreement, only so long as such continuance is specifically approved at least annually by a vote of the holders of the majority of the outstanding voting securities of the Fund, or by a vote of the majority of the Trust’s Board of Trustees, and further provided that such continuance is also approved annually by a vote of the majority of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of parties hereto, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time without payment of penalty: (i) by the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ prior written notice, or (ii) by either party hereto upon sixty (60) days’ prior written notice to the other. This Agreement will terminate automatically upon any termination of the Investment Advisory Agreement between the Trust and the Adviser or in the event of its assignment. The terms “interested person,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act.

9.	LIABILITY

Neither the Sub-Adviser nor any of its directors, officers or employees shall be liable to the Adviser, Trust or the Fund for any loss suffered by the Adviser, Trust or the Fund resulting from its acts or omissions as Sub-Adviser to the Fund, except for losses resulting from willful misfeasance, bad faith, or gross negligence in the performance of, or from the reckless disregard of, the duties of the Sub-Adviser or any of its directors, officers or employees. Notwithstanding the foregoing, if there is a higher standard of care imposed by applicable law or this Agreement, such standard will apply under this Agreement.

10.

OTHER CLIENTS OF SUB-ADVISER

The Adviser understands that the Sub-Adviser now acts, or may act in the future, as investment adviser to other managed accounts, including other investment companies, and the Adviser has no objection to the Sub-Adviser so acting, provided that the Sub-Adviser duly performs all obligations under this Agreement. The Adviser also understands that the Sub-Adviser may give advice and take action with respect to any of its other clients or for its own account which may differ from the timing or nature of action taken by the Sub-Adviser with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell, with respect to the Fund, any security which the Sub-Adviser or its shareholders, directors, officers, employees or affiliates may purchase or sell for its or their own account(s) or for the account of any other client.

11.

OTHER BUSINESS ACTIVITIES OF SUB-ADVISER

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser, or the right of any of its officers, directors or employees who may also be an officer, director or employee of the Trust, or persons otherwise affiliated with the Trust (within the meaning of the 1940 Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other trust, corporation, firm, individual or association.

12.

REPRESENTATIONS

Each party hereby represents and warrants that:

(a) It is registered as an investment adviser under the Investment Advisers Act of 1940 and that such registration is currently effective and will remain effective throughout the term of this Agreement.

(b) It has all requisite authority to enter into and execute this Agreement.

(c) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject.

13.

AMENDMENTS TO THE AGREEMENT

This Agreement may be amended by and instrument in writing signed by both parties and only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust 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. Any required shareholder approval shall be effective if a majority of the outstanding voting securities of the Fund vote to approve the amendment.

14.

PROVISION OF CERTAIN INFORMATION BY SUB-ADVISER

The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events:

the Sub-Adviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund; and

any change in actual control or management of the Sub-Adviser or any change in the Fund managers of the Fund.

15.

STANDARD OF CARE

The Sub-Adviser will perform its duties hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Sub-Adviser acknowledges that it will be acting as a fiduciary for Adviser in the performance of its duties hereunder. The Sub-Adviser shall at no time have custody or physical control of any assets of the Fund.

The Sub-Adviser shall use the same skill and care in providing services to the Fund as it uses in providing services to other fiduciary accounts for which it has investment responsibility.

16.

GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the state of Minnesota, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the state of Minnesota, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

17.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties with respect to management of the Fund and it supersedes and replaces any pre-existing agreement between the parties.

18.

ATTORNEYS’ FEES

In the event of any litigation between the parties with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded by the court, its reasonable attorneys’ fees and other costs of preparing for and participating in the litigation.

19. CAPTIONS

The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

20. SEVERABILITY

Each provision of this Agreement is intended to be severable from the others so that if any provision or term is found to be invalid or illegal for any reason whatsoever, such invalidity or illegality shall not affect the validity or legality of the remaining provisions and terms hereof.

21. CONTACT INFORMATION

Each party agrees to provide to the other, and update as necessary, all specific contact information regarding individual’s names, phone numbers, facsimile numbers, e-mail addresses, and similar information for all back-up personnel, and for all personnel who have any individual responsibility for the operation of the Fund.

22.

NOTICES

Any notice under this Agreement shall be in writing delivered or mailed to the addresses listed below in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt or through electronic means (excluding facsimile). Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

The Trust at:

Securian Funds Trust

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, Minnesota 55101-2098

Attn: President

The Adviser at:

Advantus Capital Management, Inc.

400 Robert Street North

Mail Station 15-3175

St. Paul, Minnesota 55101-2098

Attn: Chief Legal Officer

and the Sub-Adviser at:

Waddell & Reed Investment Management Company

6300 Lamar Ave.

Shawnee Mission, KS 66202

Attn: Investment Management Compliance

23.

CONFIDENTIALITY

All information of or pertaining to the Trust, the Fund, the Adviser and any of its affiliates, whether stored on computer disk or as electronic media, to which the Sub-Adviser is given access or otherwise obtains in the course of its provision of the services under this Agreement, including but not limited to the Fund’s holdings and shareholder information (which includes, without limitation, names, addresses, telephone numbers, account numbers, demographic, financial and transactional information), is referred to as “Confidential Information.”

Sub-Adviser shall hold all Confidential Information in confidence and shall not disclose any Confidential Information to any person, unless otherwise permitted hereunder and Sub-Adviser shall not use any such Confidential Information for purposes other than in connection with the services provided under this Agreement.

The Sub-Adviser agrees to treat the Fund’s holdings as confidential information in accordance with the Trust’s “Policies and Procedures Regarding Disclosure of Fund Holdings” as such Policy may be amended from time to time, and to prohibit its employees from disclosing or trading while in possession of any such confidential information.

If Sub-Adviser becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Sub-Adviser may disclose such Confidential Information to the extent legally required; provided, however, that Sub-Adviser shall (i) first notify the Trust of such legal process, unless such notice is prohibited by statute, rule or court order, (ii) attempt to obtain the Trust’s consent to such disclosure, and (iii) in the event consent is not given, agree to permit a motion to quash, or other similar procedural step, to frustrate the production or publication of information. In making any disclosure under such legal process, the parties agree to use commercially reasonable efforts to preserve the confidential nature of such information. Nothing herein shall require Sub-Adviser to fail to honor a validly issued subpoena, court or administrative order, or other legal requirement on a timely basis.

24.

COMPLIANCE

Upon execution of this Agreement, the Sub-Adviser shall provide the Adviser with the Sub-Adviser’s written policies and procedures (“Compliance Policies”) as required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term of this Agreement, the Sub-Adviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii) notification of the commencement of a regulatory examination of the Sub-Adviser by any relevant regulatory authority related to the Fund or subadvisory services provided to the Fund,

and a summary describing the results of any such examination and of any periodic testing of the Compliance Policies, (iii) summary of any formal review of the Sub-Adviser’s Compliance Policies and (iv) notification of any material compliance matter that relates to the services provided by the Sub-Adviser to the Fund and Trust including, but not limited to, any material violation of the Compliance Policies or of the Sub-Adviser’s code of ethics and/or related code. Throughout the term of this Agreement, the Sub-Adviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably request to enable the Fund and Trust to comply with Rule 38a-1 under the Investment Company Act. The Sub-Adviser also agrees to provide such other information relating to the Sub-Adviser’s compliance program as may be reasonably requested by the Fund, the Trust, the Trust and Fund’s Chief Compliance Officer, or his or her authorized representative.

25.

USE OF NAME

(i)	The Sub-Adviser agrees not to use the names or any derivatives of the names Securian Funds Trust, Advantus Capital Management, Inc. or the names of any such entities’ affiliates without first obtaining the applicable entity’s express, written consent prior to the use of such name.

(ii)

The Adviser and its affiliates may use the name “Waddell & Reed” (the “Sub-Adviser Names”) only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect. At such times as this Agreement shall no longer be in effect, the Adviser and its affiliates shall cease to use such names or any other name indicating that it is advised by or otherwise connected with the Sub-Adviser and shall promptly change its name accordingly. The Adviser acknowledges that it has authority to use the Sub-Adviser Names through permission of the Sub-Adviser, and agrees that the Sub-Adviser reserves to itself and any successor to its business the right to grant the non-exclusive right to use the aforementioned names or any similar names to any other corporation or entity, including, but not limited to, any investment company of which the Sub-Adviser or any subsidiary or affiliate thereof or any successor to the business of any thereof shall be the investment adviser.

(iii)

The Adviser and its affiliates shall use the name “Ivy” only in accordance with the separate license agreement agreed to by the parties.

26.

QUALIFICATION IN FOREIGN JURISDICTIONS

If the Sub-Adviser manages a Fund that contains foreign securities, the Sub-Adviser agrees that it will identify and qualify the Fund under any such jurisdiction’s laws to hold and engage in securities transactions in each such jurisdiction. The Adviser and the Custodian shall assist with this process. At the request of the Adviser or Custodian, the Sub-Adviser will provide information needed to assist with the preparation and filing of tax reclaim documents for any foreign jurisdiction in which such reclaims may be made.

27.

NO GUARANTEE AS TO INVESTMENT PERFORMANCE

The Adviser and Sub-Adviser understand that the value of investments made for the Fund may go up as well as down and is not guaranteed, and that investment decisions will not always be profitable. Neither the Adviser nor the Sub-Adviser has made or is making any guarantees, including any guarantee as to any specific level of performance of the Fund or the performance of the Fund relative to any standard or index, including other clients of the Sub-Adviser. The Adviser and Sub-Adviser acknowledge that the Fund is designed for the described investment objective and is not intended as a complete investment program and also understand that investment decisions made on behalf of the Fund by Sub-Adviser are subject to various market and business risks.

28.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument, binding upon all parties to this Agreement, notwithstanding that all parties may not have executed the same counterpart.

IN WITNESS WHEREOF, the parties have duly executed this Agreement.


	ADVANTUS CAPITAL MANAGEMENT, INC. (ADVISER)		WADDELL & REED INVESTMENT MANAGEMENT COMPANY (SUB-ADVISER)

By:	/s/ Drew R. Smith	By:	/s/ John E. Sundeen Jr., CFA
	Drew R. Smith, Vice President (printed or typed name and title)		John E. Sundeen Jr., CFA Executive Vice President Chief Administrative Officer (printed or typed name and title)

By	/s/ Gregory Ortquist	By:
	Gregory Ortquist, Vice President
	(printed or typed name and title)		(printed or typed name and title)

EXHIBIT A

SCHEDULE OF FEES

In payment for the investment sub-advisory services to be rendered by the Sub-Adviser in respect of the Fund, the Adviser shall pay to the Sub-Adviser as full compensation for all services hereunder a fee computed at an annual rate which shall be a percentage of the average daily value of the net assets of the Fund. The fee shall be accrued daily and shall be based on the net asset value of the Fund assets as determined as of the close of each business day. The fee shall be payable quarterly by Adviser to Sub-Adviser within 30 days after quarter end upon Adviser’s receipt and approval of a worksheet created by the Sub-Adviser which sets forth the supporting documentation upon which Sub-Adviser relied to calculate such fee.

The amount of such annual fee, as applied to the average daily value of the net assets of the Fund shall be as described in the schedule below:

SFT – Ivy Growth Fund


Assets	Annual Fee
0 to $25 million		55 bps
greater than $25 million to $50 million		45 bps
Over $50 million		33 bps

SFT – Ivy Small Cap Growth Fund


Assets	Annual Fee
0 to $25 million		82 bps
greater than $25 million to $50 million		72 bps
greater than $50 million to $75 million		55 bps
Over $75 million		40 bps