NAVELLIER PERFORMANCE FUNDS, 485APOS, 1997-12-09

NAVELLIER PERFORMANCE FUNDS
485APOS, 1997-12-09

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<PAGE>

- --------------------------------------------------------------------------------
Registration No. 33-80195
811-9142

Filed December 9, 1997
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----
Pre-Effective Amendment No.

-----
Post-Effective Amendment No. 8 X
and/or -----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940

-----
Amendment No. 8 X
-----

-------------------------------

THE NAVELLIER PERFORMANCE FUNDS
One East Liberty, Third Floor
Reno, Nevada 89501
1-800-887-8671

Agent for Service:
SAMUEL KORNHAUSER
155 Jackson Street, Suite 1807
San Francisco, California 94111

It is proposed that this filing will become effective (check appropriate box)
-- immediately upon filing pursuant to Rule 485 paragraph (b)(1)(vii)
-- 60 days after filing pursuant to paragraph (a)(1)
-- on (date) pursuant to paragraph (a)(1)
x 75 days after filing pursuant to paragraph (a)(2)
-- on (date) pursuant to paragraph (a)(2) of Rule 485

- --------------------------------------------------------------------------------
Registrant has declared that it has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Investment Company Act
Rule 24f-2 and that the Rule 24f-2 Notice for Registrant's fiscal year 1997 will
be filed on or before February 28, 1998.

Page 1 of pages sequentially numbered.
---

<PAGE>

THE NAVELLIER PERFORMANCE FUNDS

CONTENTS

This Registration Statement on Form N-1A consists of the following:

1. Facing Sheet
2. Contents
3. Cross-Reference Sheet
4. Part A - Prospectus for all shares of The Navellier Performance Funds
5. Part B - Statement of Additional Information for all shares of The
Navellier Performance Funds
6. Part C - Other Information
7. Signature Sheet
8. Exhibits

<PAGE>

CROSS-REFERENCE SHEET

PART A
------

FORM N-1A ITEM NUMBER PROSPECTUS CAPTION
- --------------------- ------------------

1. Cover Page Cover Page

2. Synopsis Summary of Fund Expenses

3. Condensed Financial Information Condensed Financial Information -
Financial Highlights

4. General Description of Registrant Investment Objectives and Policies,
General Information, Risk Considerations

5. Management of Registrant Management of the Fund

5A. Management's Discussion of Fund Financial Highlights; Performance
Performance

6. Capital Stock and Other Securities General Information

7. Purchases of Securities Management of the Fund
Being Offered
How to Buy Shares

Dividend Reinvestment

Distribution Fees

8. Redemption or Repurchase How to Redeem Shares

9. Legal Proceedings N/A

<PAGE>

PART B - STATEMENT OF ADDITIONAL INFORMATION

FORM N-1A ITEM NUMBER
- ---------------------

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History N/A

13. Investment Objectives and Policies Investment Objective and Policies
Investment Restrictions

14. Management of the Fund Management

15. Control Persons and Principal Management
Holders of Securities

16. Investment Advisory Management of the Fund
and Other Services Management

Distribution Plan

Other Information

17. Brokerage Allocation and Portfolio Transactions
Other Practices Management of the Fund

18. Capital Stock and Other General Information
Securities

19. Purchase, Redemption and Pricing How to Buy Shares
of Securities Being Offered Net Asset Value

20. Tax Statutes Dividends, Distributions, and Taxes

21. Underwriters Management
Distribution Plan

22. Calculation of Performance Data Performance Information

23. Financial Statements Financial Statements

<PAGE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

<PAGE>

THE NAVELLIER PERFORMANCE FUNDS

---------------

The Navellier Performance Funds (the "Fund") is an open-end management
investment company which offers its shares in a series of no load
non-diversified and diversified portfolios. The Fund is presently offering its
shares in eight Portfolios: The Navellier Aggressive Growth Portfolio
("Aggressive Growth") -- a non-diversified open-end management company portfolio
(See p. __); The Navellier Mid Cap Growth Portfolio ("Mid Cap Growth"), a
diversified open-end management company portfolio investing in mid cap growth
securities (See p. __); The Navellier Aggressive Small Cap Portfolio
("Aggressive Small Cap"), a diversified open-end management company portfolio
investing in small cap growth securities (See p. __); The Navellier Small Cap
Value Portfolio ("Small Cap Value"), a diversified, open-end management company
portfolio investing in small cap value securities (See p. __); The Navellier
Large Cap Growth Portfolio ("Large Cap Growth"), a non-diversified open-end
management company portfolio investing in large cap growth securities (See p.
__); The Navellier Large Cap Value Portfolio ("Large Cap Value"), a diversified
open-end management company portfolio investing in large cap value securities
(See p. __); The Navellier International Equity Portfolio ("International
Equity"), a diversified open-end management company portfolio investing in the
securities of foreign issuers and The Navellier Agressive Small Cap Equity
Portfolio ("Small Cap Equity") a diversified open-end management company
portfolio investing in small cap growth securities. Additional non-diversified
or diversified portfolios may be added to the Fund in the future. There can be
no assurance that the Portfolios of the Fund will achieve their investment
objectives.

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing and should be read and
retained for future reference.

A Statement of Additional Information about the Fund has been filed with the
Securities and Exchange Commission and is available upon request and without
charge by calling or writing The Navellier Performance Funds c/o Navellier
Securities Corp., One East Liberty, Third Floor, Reno, Nevada 89501; Telephone:
1-800-887-8671. The Statement of Additional Information bears the same date as
this Prospectus and is incorporated by reference into this Prospectus in its
entirety.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------

NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS INVESTMENT
ADVISER, OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH STATE.
------------------------

DISTRIBUTOR AND SALES INFORMATION
NAVELLIER SECURITIES CORP.
ONE EAST LIBERTY, THIRD FLOOR
RENO, NEVADA 89501
1-800-887-8671

The date of this Prospectus is December __, 1997

<PAGE>

TABLE OF CONTENTS

SHAREHOLDER TRANSACTION EXPENSES
AND ANNUAL FUND OPERATING EXPENSES . . . . . . . . . . . . . . . . . . 1

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . 11

SPECIAL INVESTMENT METHODS AND RISKS . . . . . . . . . . . . . . . . . . 17

INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 18

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . 28

EXPENSES OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

REPORTS AND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 35

DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 37

TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

PURCHASE AND PRICING OF SHARES . . . . . . . . . . . . . . . . . . . . . . 41

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

CERTAIN SERVICES PROVIDED TO SHAREHOLDERS . . . . . . . . . . . . . . . . . 47

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ASSENT TO TRUST INSTRUMENT . . . . . . . . . . . . . . . . . . . . . . . . 49

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES
AND ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
NAVELLIER NAVELLIER NAVELLIER
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES (1)

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) . 0% 0% 0%
Maximum Sales Load Imposed on
Reinvested Dividends . . . . . . . . None None None
Redemption Fees . . . . . . . . . . . . None None None
Exchange Fee (3) . . . . . . . . . . . . 0-$5 0-$5 0-$5

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees . . . . . . . . . . . . . 1.25% 1.25% 1.15%
12b-1 Fees (2) . . . . . . . . . . . . . 0.25% 0.25% None
Other Expenses (after waivers) (4) . . . . 0.50% 0.50% 0.40%
------ ------ ------
Total Fund Operating Expenses (after
waivers) (5) . . . . . . . . . . . . . . . 2.00% 2.00% 1.55%
====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
Navellier Navellier Navellier Navellier NAVELLIER
Small Cap Large Cap Large Cap International AGGRESSIVE
Value Growth Value Equity SMALL CAP EQUITY
Portfolio Portfolio Portfolio Portfolio PORTFOLIO
--------- --------- --------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES (1)

Maximum Sales Load Imposed on
Purchases
(as a percentage of offering
price) . . . . . . . . . . . . 0% 0% 0% 0% 0%
Maximum Sales Load Imposed on
Reinvested Dividends . . . None None None None None
Redemption Fees . . . . . . . None None None None None
Exchange Fee (3) . . . . . . . 0-$5 0-$5 0-$5 0-$5 0-$5

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET
ASSETS)

Management Fees . . . . . . . . 1.00% 1.15% 0.75% 1.00% 1.15%
12b-1 Fees (2) . . . . . . . . 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) (4) 0.50% 0.50% 0.50% 0.50% 0.50%
------ ------ ------ ------ -----
Total Fund Operating Expenses
(after waivers) (5) . . . . . . 1.75% 1.90% 1.50% 1.75% 1.90%
_______________________
</TABLE>

<PAGE>

(1) The above table of fees and other expenses is provided to assist
you in understanding the various potential costs and expenses that an
investor in the Fund may bear directly or indirectly. The Investment Advisor
may, but is under no obligation to, reimburse the Fund's expenses now or in
the future. The Navellier Small Cap Value Portfolio is a newly organized
portfolio which has been in existence since December __, 1997 and has no
operating history. The Navellier Large Cap Growth Portfolio is a newly
organized portfolio which has been in existence since December __, 1997 and
has no operating history. The Navellier Large Cap Value Portfolio is a newly
organized portfolio which has been in existence since December __, 1997 and
has no operating history. The Navellier International Equity Portfolio is a
newly organized portfolio which has been in existence since December __, 1997
and has no operating history. The Navellier Aggressive Small Cap Equity
Portfolio is a newly organized portfolio which has been in existence since
December __, 1997. The Shareholder Transaction Expenses and Annual Fund
Operating Expenses listed for The Navellier Small Cap Value Portfolio,
The Navellier Large Cap Growth Portfolio, The Navellier Large Cap Value
Portfolio, The Navellier International Equity Portfolio, the Navellier
Aggressive Small Cap Portfolio and The Navellier Aggressive Small Cap Equity
Portfolio are estimates because they are newly organized portfolios which
have operating histories of less than one year.

(2) The Aggressive Growth Portfolio, the Mid Cap Growth Portfolio, The
Small Cap Value Portfolio, the Large Cap Growth Portfolio, The Large Cap
Value Portfolio and the International Equity Portfolio do not charge an
initial sales load but do pay an annual 0.25% 12b-1 fee to the distributor
or brokers who have signed a selling agreement with the Fund. Investors may
also be charged a transaction fee if they effect transactions in fund shares
through a broker or agent. Long-term shareholders in the Fund may pay more
than the economic equivalent of the maximum front-end sales charge permitted
by the National Association of Securities Dealers ("NASD").

(3) Shares of each of the portfolios may be exchanged for shares of
each other portfolio at net asset value without charge (up to five (5)
exchanges per account). There is a charge of $5 per exchange thereafter.

(4) Before the Investment Advisor waived reimbursement of costs
advanced, "Other Expenses" of the Aggressive Growth Portfolio were 0.72% of
the Portfolio's average net assets for the period January 1, 1996 through
December 31, 1996. Before the Investment Advisor waived reimbursement of
costs advanced, "Other Expenses" of the Mid Cap Growth Portfolio were 111.52%
of the Portfolio's average net assets for the period November 26, 1996
through December 31, 1996 or 10.87% on an annualized basis. The Investment
Advisor estimates that for the period January 1, 1997 through December 31,
1997 the "Other Expenses" before waiver will be 0.63% for the Aggressive
Growth Portfolio; 1.71% for the Mid Cap Growth Portfolio and 2.37% for the
Aggressive Small Cap Portfolio; 93.70% for the Small Cap Value Portfolio;
93.70% for the Large Cap Growth Portfolio; 93.70% for the Large Cap Value
Portfolio and 93.70% for the International Equity Portfolio and 93.70% for
the Aggessive Small Cap Equity Portfolio.

The Investment Advisor has agreed to waive reimbursement of all
operating expenses advanced by it for the Aggressive Growth Portfolio, the
Mid Cap Growth Portfolio, the Aggressive Small Cap Portfolio, The Small Cap
Value Portfolio, the Large Cap Growth Portfolio, The Large Cap Value
Portfolio, the International Equity Portfolio and the Agressive Small Cap
Equity Portfolio as set forth in more detail in footnote 5 below.

(5) Before waiver of reimbursement of costs advanced, "Total Fund
Operating Expenses" of the Aggressive Growth Portfolio were 2.22% of average
net assets for the fiscal year ended December 31, 1996. The Investment
Advisor estimates that before waiver the "Total Fund Operating Expenses" for
the Aggressive Growth Portfolio will be 2.13% for the fiscal year ended
December 31, 1997. Before waiver of reimbursement of costs advanced, "Total
Fund Operating Expenses" of the Mid Cap Growth Portfolio for the short period
of November 26, 1996 through December 31, 1996 were 113.02% of average net
assets. The Investment Advisor estimates that for the fiscal year ended
December 31, 1997 the "Total Fund Operating Expenses" for the Mid Cap Growth
Portfolio will be 3.21% before waiver. The Investment Advisor estimates that
for the fiscal year ended December 31, 1997 the "Total Fund Operating
Expenses" for the Aggressive Small Cap Portfolio before waiver will be 3.52%.
The Small Cap Value Portfolio, The Large Cap Growth Portfolio, The Large Cap
Value Portfolio, The International Equity Portfolio and the Aggressive Small
Cap Equity Portfolio are newly organized portfolios with no operating history
and had no assets under management as of December __, 1997. The Investment
Advisor estimates that before waiver the "Total Fund Operating Expenses" for
these portfolios for the fiscal year ended December 31, 1997 will be 94.95%,
95.10%, 94.70% and 94.95% and 95.10% respectively. The Investment Advisor
has agreed to waive reimbursement of all operating expenses for the
Aggressive Growth Portfolio advanced by it in excess of a 2% operating
expense ratio for the fiscal year ended December 31, 1997. The Investment
Advisor has agreed to waive reimbursement of all operating expenses for the
Mid Cap Growth Portfolio advanced by it in excess of a 2% operating expense
ratio for the fiscal year ended December 31, 1997. The Investment Advisor
has agreed to waive reimbursement of all operating expenses for the Aggressive

<PAGE>

Small Cap Portfolio advanced by it in excess of a 1.55% operating expense
ratio for the fiscal year ended December 31, 1997. The Investment Advisor has
agreed to waive reimbursement of all operating expenses for The Small Cap
Value Portfolio advanced by it in excess of a 1.75% operating expense ratio
for the fiscal years ending December 31, 1997 and December 31, 1998. The
Investment Advisor has agreed to waive reimbursement of all operating
expenses for the Large Cap Growth Portfolio advanced by it in excess of a
1.9% operating expense ratio for the fiscal years ending December 31, 1997
and December 31, 1998. The Investment Advisor has agreed to waive
reimbursement of all operating expenses for The Large Cap Value Portfolio
advanced by it in excess of a 1.5% operating expense ratio for the fiscal
years ending December 31, 1997 and December 31, 1998. The Investment Advisor
has agreed to waive reimbursement of all operating expenses for the
International Equity Portfolio advanced by it in excess of a 1.75% operating
expense ratio for the fiscal years ending December 31, 1997 and December 31,
1998. The Investment Adviser has agreed to waive reimbursement of all
operating expenses for the Agressive Small Cap Equity Portfolio advanced by
it in excess of a 1.90% operating expense ratio for the fiscal years ending
December 31, 1997 and December 31, 1998.

<PAGE>

EXAMPLES:

The following example indicates the direct and indirect expenses an investor
(maintaining an average annual investment of $1,000) could expect to incur in a
single year, three-year, five year and ten year period for the applicable
portfolio:

Navellier Aggressive Navellier Mid Cap Navellier Aggressive
Growth Portfolio Growth Portfolio Small Cap Portfolio

<S> <C> <C> <C>
One-Year . . . $20 $20 $16

Three-Year . . $63 $63 $49

Five-Year . . . $108 $108 $__*

Ten-Year . . . $233 $233 $__*
</TABLE>

Navellier Navellier Large Navellier Navellier Navellier
Small Cap Cap Growth Large Cap International Aggressive Small Cap
Value Portfolio Portfolio Value Portfolio Equity Portfolio Equity Portfolio

<S> <C> <C> <C> <C> <C>
One-Year . . . $20 $19 $15 $20 $19

Three-Year . . $63 $60 $47 $63 $60

Five-Year . . * * * * *

Ten-Year . . . * * * * *
</TABLE>

The foregoing examples assume (a) that an investor maintains an average of
$1,000 invested in the Portfolio; (b) no sales load; (c) a 5% annual return;
(d) percentage amounts listed above for Annual Fund Operating Expenses remain
constant (for all periods shown above); (e) reinvestment of all dividends and
distributions; and (f) no exchanges between Portfolios.

THE EXAMPLES SHOWN ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES OF EACH PORTFOLIO OF THE FUND MAY
BE GREATER OR LESS THAN THOSE SHOWN ABOVE.

* No estimates because the Portfolio had an operating history of less than 12
months.

<PAGE>

SUMMARY

This Prospectus sets forth concisely the information about the Fund that
a prospective investor should know before investing and should be read and
retained for future reference. Each of the Portfolios of the Fund is
designed for long term investors and not as trading vehicles and are not
intended to present a complete investment program for the investor. An
investment in any of the Portfolios of the Fund involves certain speculative
considerations; see "Risk Factors". Each of the Portfolios employs an
aggressive investment strategy that has the potential for yielding high
returns. However, share prices of each of the Portfolios may also experience
substantial fluctuations including declines so that your shares may be worth
less than when you originally purchased them.

(See Investment Objectives and Policies pp. __ for greater detail.)

INVESTMENT ADVISOR

Navellier Management, Inc. (the "Investment Advisor") administers the
assets of each of the existing eight Portfolios of the Fund and has ultimate
responsibility for determining which securities will be selected as
investments for each of the existing Portfolios of the Fund. Louis
Navellier, the President and CEO of the Investment Advisor, refined the
Modern Portfolio Theory investment strategy which is applied in managing the
assets of each Portfolio. Louis Navellier sets the strategies and guidelines
for each Portfolio and oversees each Portfolio Manager's activities. Robert
Barnes is a Consultant to Navellier Management, Inc. regarding investments of
the Large Cap Growth Portfolio. Global Value Investors, Inc. is the
Sub-advisor to The Navellier International Equity Portfolio and Ram Kolluri
is the Portfolio Manager in charge of the day-to-day investment activities of
that portfolio subject to the overall investment strategies and guidelines
set by Louis Navellier. Louis Navellier and Alan Alpers are the Portfolio
Managers involved in the day-to-day investment activities of the Aggressive
Growth Portfolio, The Mid Cap Growth Portfolio, The Aggressive Small Cap
Portfolio, The Small Cap Value Portfolio, the Large Cap Growth Portfolio, the
Large Cap Value Portfolio and the Aggressive Small Cap Equity Portfolio. Alan
Alpers has been an analyst and portfolio manager for Navellier & Associates,
Inc. since 1989 and is responsible along with Mr. Navellier for day-to-day
management of over $1.5 billion in individual accounts for Navellier &
Associates, Inc. The Investment Advisor receives an annual advisory fee,
equal to 1.25% of the average daily net asset value of assets under
management for the Aggressive Growth Portfolio and the Mid Cap Growth
Portfolio. The Investment Advisor receives an annual advisory fee of 1% of
the average daily net asset value of assets under management for the Small
Cap Value Portfolio and The International Equity Portfolio. (The Investment
Advisor pays the Sub-advisor 0.50% of the average daily net asset value of the

<PAGE>

International Equity Portfolio as a sub-advisory fee, which fee is paid out
of the 1.0% management fee paid to the Investment Advisor). The Investment
Advisor receives a fee equal to 1.15% of the average daily net asset value of
assets under management for the Aggressive Small Cap Portfolio, the Aggressive
Small Cap Equity Portfolio and for The Large Cap Growth Portfolio. (The
Investment Advisor pays Robert Barnes 0.15% of the average daily net asset
value of the Large Cap Growth Portfolio as a consulting fee which fee is paid
out of the 1.15% management fee paid to the Investment Advisor.) The
Investment Advisor receives an annual advisory fee of 0.75% of the average
daily net asset value of assets under management for the Large Cap Value
Portfolio. The advisory fee for each Portfolio is payable monthly, based upon
a percentage of that Portfolio's average daily net assets. The advisory fees
paid to the Investment Advisor are higher than those generally paid by most
other investment companies. The existing Portfolios of the Fund are paying
these higher advisory fees based on their desire to retain Navellier
Management, Inc.'s specific application of Modern Portfolio Theory, its
particular method of analyzing securities and its investment advisory
services.

DISTRIBUTION OF SHARES

Navellier Securities Corp. (the "Distributor") acts as the sole
underwriter for the shares of each of the Portfolios of the Fund. The
Distributor is a corporation wholly owned by Louis Navellier, who also owns
100% of Navellier Management, Inc., the Fund's Investment Advisor. The
Distributor may sell shares of each Portfolio of the Fund directly to
investors or shares may be purchased through a network of broker-dealers
selected by the Distributor. The Distributor will compensate these selected
dealers for shareholder services by paying them directly, or by allowing them
to receive annually all or a portion of the 0.25% annual 12b-1 fee paid on
each of the Portfolios except the Aggressive Small Cap Portfolio. No 12b-1
fee is paid on the Aggressive Small Cap Portfolio, or the Aggressive Small
Cap Equity Portfolio.

HOW TO INVEST

Shares of each Portfolio of the Fund are continuously offered for sale
by the Distributor and through selected broker-dealers. The daily purchase
price for each of the Portfolios is the net asset value next computed after
receipt of your order. Initial purchases must be at least $2,000 ($500 in
the case of IRA and other retirement plans or qualifying group plans) and
subsequent investments must be $100 or more.

RISK FACTORS

Investment in any Portfolio of the Fund involves special risks and there
can be no guarantee of profitability. Some of those risks are briefly
described here. Because the Aggressive Growth Portfolio and The Large Cap
Growth Portfolio are not diversified investment companies (as defined by the
Investment Company Act of 1940), there is potentially a greater risk of loss
or fluctuation in value of each of these portfolios.

Some of the small cap securities which the Portfolios may purchase may
be difficult to liquidate on short notice or, on occasion, only a portion of
the shares of a company in which the

<PAGE>

Investment Advisor intends to trade may be available to be bought or sold by
a Portfolio. There can be no assurance of profitability or of what the
percentage of any of the Portfolios' total annual operating expenses will be.
Investments, if any, particularly by The International Equity Portfolio, in
securities of foreign issuers may pose greater risks. The Investment
Advisor's investment style could result in above average portfolio turnover
which could result in higher brokerage expenses. As with any equity fund,
the investments may decline, resulting in a loss of value to the shareholder.
(For more detail, see "Risk Factors".)

<PAGE>

FINANCIAL HIGHLIGHTS

The following tables set forth the financial histories for the
Aggressive Growth Portfolio, the Mid Cap Growth Portfolio, and the Aggressive
Small Cap Portfolio. There are no financial histories for The Small Cap
Value Portfolio, The Large Cap Growth Portfolio, The Large Cap Value
Portfolio, The International Equity Portfolio or the Aggrssive Small Cap
Equity Portfolio since they are newly organized portfolios with no operating
history as of December __, 1997. The distribution of the Aggressive Growth
Portfolio Shares commenced on December 28, 1995. The distribution of the Mid
Cap Growth Portfolio Shares commenced on November 26, 1996. The distribution
of the Aggressive Small Cap Portfolio commenced on March 17, 1997. The
distribution of The Small Cap Value Portfolio, The Large Cap Growth
Portfolio, The Large Cap Value Portfolio, The International Equity Portfolio
and the Aggressive Small Cap Equity Portfolio commenced on December __, 1997.

There is a short financial history (from November 26, 1996 through
December 31, 1996) for the Mid Cap Growth Portfolio. There is no financial
history for the Aggressive Small Cap Portfolio for the period November 26,
1996 - December 31, 1996 because there were no assets or expenses.

Deloitte & Touche LLP, the Fund's former independent auditor*, audited
the financial information for the Aggressive Growth Portfolio for the period
December 28, 1995 - December 31, 1995 and for the year ended 1996. Deloitte
& Touche LLP also audited the financial information for the Mid Cap Growth
Portfolio for the period November 26, 1996 - December 31, 1996. The report
for the Aggressive Growth Portfolio for the period January 1, 1996 - December
31, 1996 is audited and is included in the Annual Report of the Fund. The
report for the Mid Cap Growth Portfolio for the period November 26, 1996 -
December 31, 1996 is also audited and is also included in the Annual Report
of the Fund. Those reports are available upon request and are incorporated by
reference into the Statement of Additional Information.

* Because of a proxy battle between The Navellier Series Fund and/or The
Navellier Performance Funds on the one hand and Massachusetts Financial
Services ("MFS") on the other hand and because Deloitte & Touche, LLP was
acting as independent auditors for The Navellier Performance Funds and The
Navellier Series Fund and for the MFS family of mutual funds, thereby
creating at least the appearance of a conflict of interest, Deloitte &
Touche, LLP resigned as independent auditors for The Navellier Series Fund
and The Navellier Performance Funds on June 24, 1997. On August 11, 1997,
The Navellier Performance Funds retained as its independent auditor Tait,
Weller & Baker.

8
<PAGE>

<TABLE>
<CAPTION>
NAVELLIER AGGRESSIVE GROWTH PORTFOLIO

Audited For Audited For
Unaudited for the Fiscal the Fiscal
six months from Year Ended Year Ended
1/1/97 - 6/30/97 12/31/96 12/31/95*
---------------- ----------- -----------
<S> <C> <C> <C>
Per Share Operating Performance:
Net Asset Value - Beginning of Year $12.25 $ 9.99 $ 10.00
-------- -------- ---------
Income from Investment Operations:
Net Investment Income (Loss) (0.06) (0.12) 0.00
Net Realized and Unrealized Gains (Losses)
on Securities (0.15) 2.38 (0.01)
-------- -------- ---------
Total from Investment Operations (0.21) 2.26 (0.01)
-------- -------- ---------
Distributions to Shareholders:
From Net Investment Income -- -- --
From Net Realized Capital Gains -- -- --
-------- -------- ---------
Total Distributions to Shareholders -- -- --
-------- -------- ---------
Net Increase (Decrease) in Net Asset Value (0.21) 2.26 (0.01)
-------- -------- ---------
Net Asset Value - End of Period $12.04 $ 12.25 $ 9.99
======== ======== =========
Total Investment Return (1) (1.71)% 22.62% (0.10)%

Ratios to Average Net Assets:
Expenses After Reimbursement 2.00% 2.00% 2.00%
Net Investment Income (Loss) (2) (1.14)% (1.57)% 2.59%

Supplementary Data:
Portfolio Turnover Rate 138.4% 169.0% --
Net Assets at End of Period (000's omitted) $96,007 $95,246 $300
Number of Shares Outstanding at
End of Year (000's omitted) 7,973 7,774 30
Average Commission Rate Paid Per Share (4) $ 0.04 $ 0.04 --
</TABLE>

* FROM COMMENCEMENT OF OPERATIONS DECEMBER 28, 1995.
__________________________

(1) Total returns for periods of less than one year are not annualized.

(2) Annualized.

(3) The Aggressive Growth Portfolio has only been in existence since
December 28, 1995. During the three days it was in existence during 1995, it
had substantial start-up expenses in relation to the small amount of total
initial investments in the Portfolio during those first three days and therefore
would have had an operating expense ratio of 27.25% for that three day period if
the Investment Advisor had not agreed to waive reimbursement of operating
expenses which it had advanced during that period. The Investment Advisor was
entitled to reimbursement of costs advanced during that three day period but
agreed to waive reimbursement which resulted in an actual operating expense
ratio for 1995 of 2%.

During the twelve month period ended December 31, 1996, the Aggressive
Growth Portfolio had operating expenses of 2% after the Investment Advisor
agreed to waive reimbursement of $127,403.00 of expenses advanced. If the
Investment Advisor had not waived reimbursement of such amounts, the operating
expense ratio during that twelve month period would have been 2.22%. The
ratio of expenses before reimbursement to average net assets for the period
January 1, 1997 through June 30, 1997 for the Aggressive Growth Portfolio was
2.20%.

(4) The average commission paid for securities purchased during the period
01/01/96 to 12/31/96 was $.0389 per share. Commissions are paid for listed
trades, soft dollar trades or trades on crossing networks (i.e. Instinet).

9
<PAGE>

<TABLE>
<CAPTION>
NAVELLIER MID CAP GROWTH PORTFOLIO

Unaudited Audited For the Fiscal
January 1, 1997 - Year Ended
June 30, 1997 December 31, 1996*
----------------- ----------------------
<S> <C> <C>
Per Share Operating Performance:
Net Asset Value - Beginning of Period $10.27 $10.00
-------- --------
Income from Investment Operations:
Net Investment Income (Loss) (0.02) 0.01
Net Realized and Unrealized Gains (Losses)
on Securities 1.13 0.27
-------- --------
Total from Investment Operations 1.11 0.28
-------- --------
Distributions to Shareholders:
From Net Investment Income -- (0.01)
From Net Realized Capital Gains -- --
-------- --------
Total Distributions to Shareholders -- (0.01)
-------- --------
Net Increase (Decrease) in Net Asset Value 1.11 0.27
-------- --------
Net Asset Value - End of Period $11.38 $ 10.27
======== ========
Total Investment Return(1) 10.81% 2.75%

Ratios to Average Net Assets:
Expenses After Reimbursement (2) 2.00% 2.00%
Net Investment Income (Loss) (2) (0.53)% 0.87%

Supplementary Data:
Portfolio Turnover Rate 89.9% --
Net Assets at End of Period (000's omitted) $6,626 $1,642

Number of Shares Outstanding at End of Period
(000's omitted) 582 160
Average Commission Rate Paid Per Share (4) $0.03 $0.03
</TABLE>

* FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996.

(1) Total returns for periods of less than one year are not annualized.

(2) Annualized.

(3) The Mid Cap Growth Portfolio has only been in existence since
November 26, 1996. During the 37 days it was in existence during 1996, it
had substantial start-up expenses in relation to the small amount of total
initial investments in the Portfolio during those first 37 days and therefore
would have had an operating expense ratio of 113.02% for that 37 day period
if the Investment Advisor had not agreed to waive reimbursement of operating
expenses which it had advanced during that period. The Investment Advisor
was entitled to reimbursement of costs advanced during that 37 day period but
agreed to waive reimbursement which resulted in an actual operating expense
ratio for 1996 of 2%.

During the 37 day period ended December 31, 1996, the Mid Cap Growth
Portfolio had operating expenses of 2% after the Investment Advisor agreed to
waive reimbursement of all expenses advanced. If the Investment Advisor had
not waived reimbursement of such amounts, the operating expense ratio during
that 37 day period would have been 113.02%. The ratio of expenses before
reimbursement to Average Net Assets of the Mid Cap Growth Portfolio for the
period from January 1, 1997 through June 30, 1997 was 3.4%.

(4) The average commission paid for securities purchased during the period
11/26/96 to 12/31/96 was $0.03 per share. Commissions are paid for listed
trades, soft dollar trades or trades on crossing networks (i.e. Instinet).

10
<PAGE>

NAVELLIER AGGRESSIVE SMALL CAP PORTFOLIO

<TABLE>
<CAPTION>
Unaudited
January 1, 1997 - June 30, 1997
-------------------------------

<S> <C>
Per Share Operating Performance:
Net Asset Value - Beginning of Period $15.64
--------
Income from Investment Operations:
Net Investment Income (Loss) (0.01)
Net Realized and Unrealized Gains (Losses) on Securities 2.25
--------
Total from Investment Operations 2.24
--------
Distributions to Shareholders:
From Net Investment Income -
From Net Realized Capital Gains -
--------
Total Distributions to Shareholders -
--------
Net Increase (Decrease) in Net Asset Value 2.24
--------
Net Asset Value - End of Period $17.88
========
Total Investment Return (1) 14.32%

Ratios to Average Net Assets:
Expenses After Reimbursement (2) 1.55%
Expenses Before Reimbursement (2) 6.90%
Net Investment Income (Loss) (2) (0.36)%

Supplementary Data:
Portfolio Turnover Rate 26.0%
Net Assets at End of Period (000's omitted) $5,274

Number of Shares Outstanding at End of Period (000's omitted) 295
Average Commission Rate Paid Per Share $ 0.37
</TABLE>

* FROM COMMENCEMENT OF OPERATIONS MARCH 17, 1997.

(1) Total returns for periods of less than one year are not annualized.

(2) Annualized. The ratio of expenses before reimbursement to the Average
Net Assets of the Aggressive Small Cap Portfolio for the period January 1,
1997 - June 30, 1997 was 6.90%.

11
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVE OF THE NAVELLIER AGGRESSIVE GROWTH PORTFOLIO

The investment objective of the Navellier Aggressive Growth Portfolio is to
achieve long term growth of capital primarily through investments in stocks
of companies with appreciation potential.

The Navellier Aggressive Growth Portfolio is a non-diversified
Portfolio, which means it may invest a larger than normal percentage of its
total assets in the equity (including convertible debt) securities of any one
company or companies which the Investment Advisor believes represents an
opportunity for significant capital appreciation. The Investment Advisor
will not invest more than 10% of the Portfolio's assets in the securities of
any single company or 25% or more of the Portfolio's assets in securities
issued by companies in any one industry. Since the Investment Advisor can
invest more of the Portfolio's assets in the stock of a single company, this
Portfolio should be considered to offer greater potential for capital
appreciation as well as greater risk of loss due to the potential increased
investment of assets in a single company. This Portfolio, because of its
non-diversification, also poses a greater potential for volatility. This
Portfolio should not be considered suitable for investors seeking current
income. This Portfolio may invest its assets in the securities of a broad
range of companies without restriction on their capitalization. Under normal
circumstances, the Aggressive Growth Portfolio will invest at least 65% of
its total assets in securities of companies. However, that projected minimum
percentage could be lowered during adverse market conditions or for defensive
purposes and is not a fundamental policy of the Portfolio. Securities of
issuers include, but are not limited to, common and preferred stock, and
convertible preferred stocks that are convertible into common stock. While
this Portfolio intends to operate as a non-diversified open end management
investment company for the purposes of the 1940 Act, it also intends to
qualify as a regulated investment company under the Internal Revenue Code
("Code"). As a non-diversified investment company under the 1940 Act, the
Fund may invest more than 5% and up to 25% of its assets in the securities of
any one issuer at the time of purchase. However, for purposes of the
Internal Revenue Code, as of the last day of any fiscal quarter, this
Portfolio may not have more than 25% of its total assets invested in any one
issuer, and, with respect to 50% of its total assets, the Portfolio may not
have more than 5% of its total assets invested in any one issuer, nor may it
own more than 10% of the outstanding voting securities of any one issuer.
These limitations do not apply to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities or the
securities of investment companies that qualify as regulated investment
companies under the Code.

Investors in the Aggressive Growth Portfolio pay no initial sales charge
(load) but do pay an annual 0.25% fee ("12b-1 fee") which over a period of
years could result in higher overall expenses than payment of an initial
sales load.

INVESTMENT OBJECTIVE OF THE NAVELLIER MID CAP GROWTH PORTFOLIO

The Investment Objective of the Mid Cap Growth Portfolio is to achieve
long-term growth of capital primarily through investment in mid cap companies
with appreciation

<PAGE>

potential. The Mid Cap Growth Portfolio invests in equity
securities traded in all United States markets including dollar denominated
foreign securities traded in United States markets. It is a diversified
portfolio, meaning it limits its investment in the securities of any single
company (issuer) to a maximum of 5% of the Portfolio assets and further limits
its investments to less than 25% of the Portfolio's assets in any one industry
group. The Mid Cap Growth Portfolio seeks long term capital appreciation
through investments in securities of mid cap companies (companies with market
capitalization of between $1 Billion and $5 Billion) which the Investment
Advisor feels are undervalued in the marketplace. Investors in the Mid Cap
Growth Portfolio pay no initial sales charge (load) but do pay an annual 0.25%
fee ("12b-1 fee") which over a period of years could result in higher overall
expenses than payment of an initial sales load. Navellier Management, Inc. is
the Investment Advisor for the Mid Cap Growth Portfolio. Navellier Securities
Corp. is the principal distributor for the Mid Cap Growth Portfolio's shares.
This Portfolio should not be considered suitable for investors seeking
current income.

INVESTMENT OBJECTIVE OF THE NAVELLIER AGGRESSIVE SMALL CAP PORTFOLIO

The Investment Objective of the Navellier Aggressive Small Cap Portfolio
is to achieve long-term growth of capital primarily through investment in
small cap companies with appreciation potential. The Aggressive Small Cap
Portfolio invests in equity securities traded in the United States securities
markets of domestic issuers and of foreign issuers. The sole objective of
the Aggressive Small Cap Portfolio will be to seek to achieve long term
growth of capital primarily through investments in securities of small cap
companies (companies with market capitalization of less than $1 Billion) with
appreciation potential. There can be no assurance that the Portfolio will
achieve its investment objectives. The Portfolio's investment objectives may
not be changed without shareholder approval. This Portfolio should not be
considered suitable for investors seeking current income. Investors in this
Portfolio pay no sales charge and no 12b-1 fee.

INVESTMENT OBJECTIVE OF THE NAVELLIER SMALL CAP VALUE PORTFOLIO

The Investment Objective of the Small Cap Value Portfolio is to achieve
long-term growth of capital primarily through investment in small cap
companies which the Investment Advisor believes are undervalued and which the
Investment Advisor believes have appreciation potential. This Portfolio
seeks to achieve its investment objective by investing in equities of small
cap issuers with superior fundamentals, including but not limited to, high
dividend yields, and positive quarterly earnings changes and other value type
screens. The Small Cap Value Portfolio invests in equity securities traded
in all United States markets including dollar denominated foreign securities
traded in United States markets. It is a diversified portfolio, meaning it
limits its investment in the securities of any single company (issuer) to a
maximum of 5% of the Portfolio assets and further limits its investments to
less than 25% of the Portfolio's assets in any one industry group. The Small
Cap Value Portfolio seeks long term capital appreciation through investments
in securities of small cap companies (companies with market capitalization of
less than $1 Billion) which the Investment Advisor feels are undervalued in
the marketplace. Investors in the Small Cap Value Portfolio pay no initial
sales charge (load) but do pay an annual 0.25% fee ("12b-1 fee") which over a
period of years could result in higher overall expenses than payment of an
initial sales load. Navellier Management,

<PAGE>

Inc. is the Investment Advisor for the Small Cap Value Portfolio. Navellier
Securities Corp. is the principal distributor for the Small Cap Value
Portfolio's shares. This Portfolio should not be considered suitable for
investors seeking current income.

INVESTMENT OBJECTIVE OF THE NAVELLIER LARGE CAP GROWTH PORTFOLIO

The investment objective of the Navellier Large Cap Growth Portfolio is to
achieve long term growth of capital primarily through investments in stocks
of companies with appreciation potential.

The Navellier Large Cap Growth Portfolio is a non-diversified Portfolio,
which means it may invest a larger than normal percentage of its total assets
in the equity (including convertible debt) securities of any one company or
companies which the Investment Advisor believes represents an opportunity for
significant capital appreciation. The Investment Advisor will not invest
more than 10% of the Portfolio's assets in the securities of any single
company or 25% or more of the Portfolio's assets in securities issued by
companies in any one industry. Since the Investment Advisor can invest more
of the Portfolio's assets in the stock of a single company, this Portfolio
should be considered to offer greater potential for capital appreciation as
well as greater risk of loss due to the potential increased investment of
assets in a single company. This Portfolio, because of its
non-diversification, also poses a greater potential for volatility. This
Portfolio should not be considered suitable for investors seeking current
income. This Portfolio may invest its assets in the securities of a broad
range of companies with market capitalization in excess of five billion
dollars. Under normal circumstances, this Portfolio will invest at least 65%
of its total assets in securities of companies with market capitalizations in
excess of $5 Billion. However, that projected minimum percentage could be
lowered during adverse market conditions or for defensive purposes and is not
a fundamental policy of the Portfolio. Securities of issuers include, but are
not limited to, common and preferred stock, and convertible preferred stocks
that are convertible into common stock. While this Portfolio intends to
operate as a non-diversified open end management investment company for the
purposes of the 1940 Act, it also intends to qualify as a regulated
investment company under the Internal Revenue Code ("Code"). As a
non-diversified investment company under the 1940 Act, this Portfolio may
invest more than 5% and up to 25% of its assets in the securities of any one
issuer at the time of purchase. However, for purposes of the Internal
Revenue Code, as of the last day of any fiscal quarter, this Portfolio may
not have more than 25% of its total assets invested in any one issuer, and,
with respect to 50% of its total assets, this Portfolio may not have more
than 5% of its total assets invested in any one issuer, nor may it own more
than 10% of the outstanding voting securities of any one issuer. These
limitations do not apply to investments in securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities or the securities of
investment companies that qualify as regulated investment companies under the
Code.

Investors in the Navellier Large Cap Growth Portfolio pay no initial sales
charge (load) but do pay an annual 0.25% fee ("12b-1 fee") which over a period
of years could result in higher overall expenses than payment of an initial
sales load.

<PAGE>

INVESTMENT OBJECTIVE OF THE NAVELLIER LARGE CAP VALUE PORTFOLIO

The investment objective of the Navellier Large Cap Value Portfolio is
to achieve a long-term increase in capital, primarily through investments in
stocks of large cap companies which the Investment Advisor believes are
undervalued.

The Large Cap Value Portfolio invests in equity securities traded in all
United States markets, including dollar-denominated foreign securities traded
in the United States markets. It is a diversified portfolio, meaning it
limits its investment in the securities of any single company (issuer) to a
maximum of 5% of the Portfolio assets and further limits its investments to
less than 25% of the Portfolio's assets in any one industry group. The Large
Cap Value Portfolio seeks long term capital appreciation through investments
in securities of large cap companies (companies with market capitalization of
over $5 Billion) which the Investment Advisor feels are undervalued in the
marketplace. Investors in the Large Cap Value Portfolio pay no initial sales
charge (load) but do pay an annual 0.25% fee ("12b-1 fee") which over a
period of years could result in higher overall expenses than payment of an
initial sales load. Navellier Management, Inc. is the Investment Advisor for
the Large Cap Value Portfolio. Navellier Securities Corp. is the principal
distributor for the Large Cap Value Portfolio's shares. This Portfolio
should not be considered suitable for investors seeking current income.

INVESTMENT OBJECTIVE OF THE NAVELLIER INTERNATIONAL EQUITY PORTFOLIO

The Investment Objective of the Navellier International Equity Portfolio
is to achieve long-term growth of capital primarily through investment in the
securities of foreign companies which have growth opportunities and which can
be acquired at a reasonable price. The Navellier International Equity
Portfolio invests in equity securities of foreign issuers in developed and
developing markets (constituent members of the Morgan Stanley World Equity
Index, the Dow Jones World Equity Index, or the Financial Times/S&P Actuaries
World Equity Index, excluding the United States of America) and will invest
at least 65% of its total assets in securities of foreign companies and will
invest in securities of at least three (3) foreign countries. The sole
objective of the Navellier International Equity Portfolio will be to seek to
achieve long term growth of capital primarily through investments in
securities of foreign companies which the Sub-advisor believes have growth
opportunities and which can be acquired at a reasonable price. There can be
no assurance that this Portfolio will achieve its investment objectives.
This Portfolio's investment objectives may not be changed without shareholder
approval. Navellier Securities Corp. is the Distributor for this Portfolio's
shares. This Portfolio should not be considered suitable for investors
seeking current income. Investors in this Portfolio pay no sales charge but
do pay an annual 0.25% 12b-1 fee which over a period of years could result in
higher overall expenses than payment of an initial sales charge. Global Value
Investors, Inc. is the Sub-advisor to this Portfolio and Ram Kolluri is the
Portfolio Manager.

INVESTMENT OBJECTIVE OF THE NAVELLIER AGGRESSIVE SMALL CAP EQUITY PORTFOLIO

The Investment Objective of the Navellier Aggressive Small Cap Equity
Portfolio is to achieve long-term growth of capital primarily through
investment in small cap companies with appreciation potential. The
Aggressive Small Cap Equity Portfolio invests in equity securities traded in
the United States securities markets of domestic issuers and of foreign
issuers. The sole objective of the Aggressive Small Cap Equity Portfolio
will be to seek to achieve long term growth of capital primarily through
investments in securities of small cap companies (companies with market
capitalization of less than $1 Billion) with appreciation potential. There
can be no assurance that the Portfolio will achieve its investment
objectives. The Portfolio's investment objectives may not be changed without
shareholder approval. This Portfolio should not be considered suitable for
investors seeking current income. Investors in this Portfolio pay no sales
charge and no 12b-1 fee.

OTHER INVESTMENTS

While under normal circumstances each of the Portfolios will invest at
least 65% of its total assets in equity securities, each of the Portfolios
may, for temporary defensive purposes or to maintain cash or cash equivalents
to meet anticipated redemptions, also invest in debt securities and money
market funds if, in the opinion of the Investment Advisor, such investment
will further the cash needs or temporary defensive needs of the Portfolio.
In addition, when the Investment Advisor feels that market or other
conditions warrant it, for temporary defensive purposes, each

<PAGE>

Portfolio may retain cash or invest all or any portion of its assets in cash
equivalents, including money market mutual funds. Under normal conditions, a
Portfolio's holdings in such non-equity securities should not exceed 35% of
the total assets of the Portfolio. If a Portfolio's assets, or a portion
thereof, are retained in cash or money market funds or money market mutual
funds, such cash will, in all probability, be deposited in interest-bearing
or money market accounts or Rushmore's money market mutual funds. Rushmore
Trust & Savings, FSB is also the Fund's Transfer Agent and Custodian. Cash
deposits by the Fund in interest bearing instruments issued by Rushmore Trust
& Savings ("Transfer Agent") will only be deposited with the Transfer Agent
if its interest rates, terms, and security are equal to or better than could
be received by depositing such cash with another savings institution. Money
market investments have no FDIC protection and deposits in Rushmore Trust &
Savings accounts have only $100,000 protection.

It is anticipated that, for each of the Portfolios, all of their
investments in corporate debt securities (other than commercial paper) and
preferred stocks will be represented by debt securities and preferred stocks
which have, at the time of purchase, a rating within the four highest grades
as determined by Moody's Investors Service, Inc. (Aaa, Aa, A, Baa) or by
Standard & Poor's Corporation (AAA, AA, A, BBB; securities which are rated
BBB/Baa have speculative characteristics). Although investment-quality
securities are subject to market fluctuations, the risk of loss of income and
principal is generally expected to be less than with lower quality
securities. In the event the rating of a debt security or preferred stock in
which the Portfolio has invested drops below investment grade, the Portfolio
will promptly dispose of such investment. When interest rates go up, the
market value of debt securities generally goes down and long-term debt
securities tend to be more volatile than short term debt securities.

In determining the types of companies which will be suitable for
investment by the Aggressive Growth Portfolio, the Mid Cap Growth Portfolio,
the Aggressive Small Cap Portfolio, the Small Cap Value Portfolio, the Large
Cap Growth Portfolio, the Large Cap Value Portfolio, and the Aggrssive Small
Cap Equity Portfolio, the Investment Advisor will screen over 9,000 stocks and
will take into account various factors and base its stock selection on its
own model portfolio theory concepts. Each Portfolio invests primarily in
what the Investment Advisor believes are undervalued common stocks believed
to have long-term appreciation potential. Stocks are selected on the basis
of an evaluation of factors such as earnings growth, expanding profit
margins, market dominance and/or factors that create the potential for market
dominance, sales growth, and other factors that indicate a company's
potential for growth or increased value. There are no limitations on the
Aggressive Growth Portfolio or the Large Cap Growth Portfolio as to the type,
operating history, or dividend paying record of companies or industries in
which these two Portfolios may invest; the principal criteria for investment
is that the securities provide opportunities for capital growth. The Mid Cap
Growth Portfolio will invest at least 65% of its total assets in equity
securities of companies defined as Mid Cap (companies with capitalization of
between $1 Billion and $5 Billion). The Aggressive Small Cap Portfolio, the
Small Cap Value Portfolio and the Aggressive Small Cap Equity Portfolio will
invest at least 65% of their total assets in equity securities of companies
defined as small cap (companies with capitalization of less than $1 Billion).
The Large Cap Growth Portfolio and the Large Cap Value Portfolio will invest
at least 65% of their total assets in equity securities of companies defined
as large cap (companies with capitalization over $5 Billion). These
Portfolios will invest up to 100% of their capital in equity securities
selected for their growth or

<PAGE>

value potential. The Investment Advisor will typically (but not always)
purchase common stocks of issuers which have records of profitability and
strong earnings momentum. When selecting such stocks for investment by the
Portfolios, the issuers may be lesser known companies moving from a lower to
a higher market share position within their industry groups rather than the
largest and best known companies in such groups. The Investment Advisor,
when investing for the Aggressive Growth Portfolio, the Large Cap Growth
Portfolio and the Large Cap Value Portfolio may also purchase common stocks
of well known, highly researched, large companies if the Investment Advisor
believes such common stocks offer opportunity for long-term capital
appreciation.

<PAGE>

SPECIAL INVESTMENT METHODS AND RISKS

"SHORT SALES AGAINST THE BOX"

Any Portfolio of the Fund is permitted to make short sales if at the
time of the short sale the Portfolio owns or has the right to acquire a
security equal in kind and amount to the security being sold short, at no
additional cost. This investment technique is known as a "short sale against
the box."

In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. To make delivery to the purchaser, the executing broker borrows the
securities being sold short on behalf of the seller. While the short
position is maintained, the seller collateralizes its obligation to deliver
the securities sold short in an amount equal to the proceeds of the short
sale plus an additional margin amount established by the Board of Governors
of the Federal Reserve. If the Fund engages in a short sale, the collateral
account will be maintained by the Fund's custodian. While the short sale is
open, the Fund will maintain, in a segregated custodial account, an amount of
securities equal in kind and amount to the securities sold short or
securities convertible into or exchangeable for such equivalent securities at
no additional cost. These securities would constitute the Fund's long
position.

Any Portfolio may make a short sale against the box, when it believes
that the price of a security may decline, causing a decline in the value of a
security owned by the Portfolio (or a security convertible into or
exchangeable for such security), or when the Portfolio desires to sell the
security it owns at a current attractive price, but also wishes to defer
recognition of gain or loss for federal income tax purposes and for purposes
of satisfying certain tests applicable to regulated investment companies
under the Internal Revenue Code. In such a case, any future losses in the
Portfolio's long position should be reduced by a gain in the short position.
The extent to which such gains or losses are reduced would depend upon the
amount of the security sold short relative to the amount the Portfolio owns.
There will be certain additional transaction costs associated with short
sales against the box, but the Portfolio will endeavor to offset theses costs
with income from the investment of the cash proceeds of short sales.

<PAGE>

INVESTMENT RESTRICTIONS

The Aggressive Growth Portfolio and the Large Cap Growth Portfolio can
each invest up to 10% of its assets in securities of a single issuer and both
of these two portfolios can invest up to 25% of its assets in securities of
companies in a single industry. Each of the other Portfolios of the Fund can
each invest up to 5% of their assets in the securities of a single issuer and
each can invest up to 25% of its assets in the securities of companies of a
single industry. None of the Portfolios of the Fund may make investments in
real estate or commodities or commodity contracts, including futures
contracts, but may purchase securities of issuers which deal in real estate
or commodities. Each of the existing Portfolios of the Fund, except The
International Equity Portfolio, are also prohibited from investing in or
selling puts, calls, straddles (or any combination thereof). Each of the
existing Portfolios of the Fund, except The International Equity Portfolio,
are prohibited from investing in derivatives. Each of the existing
Portfolios may borrow money only from banks for temporary or emergency (not
leveraging) purposes provided that, after each borrowing, there is an asset
coverage in the borrowing Portfolio of at least 300%. Each of the Portfolios
will not purchase securities if the amount of borrowing by such Portfolio
exceeds 5% of total assets of such Portfolio. In order to secure any such
borrowing, the borrowing Portfolio may pledge, mortgage, or hypothecate up to
10% of the market value of the assets of the Portfolio. Except for The
International Equity Portfolio, the investment by any of the other Portfolios
of the Fund in securities, including American Depository Receipts, of issuers
or any governmental entity or political subdivision thereof, located,
incorporated or organized outside of the United States is limited to 25% of
the net asset value of the Portfolio, provided that no such foreign
securities may be purchased unless they are traded on United States
securities markets. The International Equity Portfolio may invest up to 100%
of its assets in foreign equity securities.

The Fund may not purchase for any Portfolio "restricted securities" (as
defined in Rule 144(a)(3) of the Securities Act of 1933) if, as a result of
such purchase, more than 10% of the net assets (taken at market value) of
such Portfolio would be invested in such securities nor will the Fund invest
in illiquid or unseasoned securities if as a result of such purchase more
than 5% of the net assets of such portfolio would be invested in either
illiquid or unseasoned securities. The Board of Trustees will determine
whether these securities are liquid and will monitor liquidity on an ongoing
basis.

In addition to the investment restrictions described above, the
investment program of each Portfolio is subject to further restrictions which
are described in the Statement of Additional Information. The restrictions
for each Portfolio are fundamental and may not be changed without shareholder
approval.

<PAGE>

RISK FACTORS

LACK OF OPERATING HISTORY AND EXPERIENCE

The Aggressive Growth Portfolio went effective December 28, 1995 and has
nearly two years of operations. The Mid Cap Growth Portfolio and the
Aggressive Small Cap Portfolio both went effective November 26, 1996 (however
The Aggressive Small Cap Portfolio was not actively marketed to the public
until March 17, 1997). Both have histories of operations of less than one
year. The Large Cap Growth, The Small Cap Value, The Large Cap Value and The
International Equity Portfolios are all newly organized investment company
portfolios which went effective October 31, 1997. The Investment Advisor was
organized on May 28, 1993. Although the Investment Advisor sub-contracts a
substantial portion of its responsibilities for administrative services of
the Fund's operations to various agents, including the Transfer Agent and the
Custodian, the Investment Advisor still has overall responsibility for the
administration of each of the Portfolios and oversees the administrative
services performed by others as well as servicing customer's needs and, along
with each Portfolio's Trustees, is responsible for the selection of such
agents and their oversight. The Investment Advisor also has overall
responsibility for the selection of securities for investment for each of the
Portfolios, although the Investment Advisor has a sub-advisory arrangement
with Global Value Investors, Inc. ("GVI") whereby Ram Kolluri, the Portfolio
Manager for GVI, is responsible for the day-to-day investments for The
International Equity Portfolio. The Investment Advisor also has a consulting
agreement with Robert Barnes, Ph.D, whereby Mr. Barnes provides analysis and
consults with the Investment Advisor regarding large cap equity securities as
possible investments for The Large Cap Growth Portfolio. None of the
principals, officers, legal counsel, or directors of the Investment Advisor
(including such of those persons who are also controlling persons or legal
counsel of the Fund) had, before June 1993 ever registered, operated, or
supervised the operations of investment companies in the past, and there is
no assurance that their past business experiences or their experience with
The Navellier Series Fund will enable them to successfully manage the assets
of the Fund in the future. The owner of the Investment Advisor has been in
the business of rendering advisory services to significant pools of capital
such as retirement plans and large investors since 1987.

The owner of the Investment Advisor is also the owner of another investment
advisory firm, Navellier & Associates Inc., which presently manages over $1.5
billion in investor funds. The owner of the Investment Advisor is also the
owner of another investment advisory firm, Navellier Fund Management, Inc., and
controls other investment advisory entities which manage assets and/or act as
sub-advisors, all of which firms employ the same basic modern portfolio theories
and select many of the same over-the-counter stocks and other securities which
the Investment Advisor intends to employ and invest in while managing the
Portfolios of the Fund. Because many of the over-the-counter and other
securities which Investment Advisor intends to, or may, invest in have a smaller
number of shares available to trade than more conventional companies, lack of
shares available at any given time may result in one or more of the Portfolios
of the Fund not being able to purchase or sell all shares which Investment
Advisor desires to trade at a given time or period of time, thereby creating a
potential liquidity problem which could adversely affect the performance of the
Fund portfolios. Since the Investment Advisor will be trading on behalf of the
various Portfolios of the Fund in some or

<PAGE>

all of the same securities at the same time that Navellier & Associates Inc.,
Navellier Fund Management, Inc., other Navellier controlled investment
entities are trading, the potential liquidity problem could be exacerbated.
In the event the number of shares available for purchase or sale in a
security or securities is limited and therefore the trade order cannot be
fully executed at the time it is placed, i.e., where the full trade orders of
Navellier & Associates Inc., Navellier Fund Management, Inc., and other
Navellier controlled investment entities and the Fund cannot be completed at
the time the order is made, Navellier & Associates, Inc., and the other
Navellier controlled investment entities and the Investment Advisor will
allocate their purchase or sale orders in proportion to the dollar value of
the order made by the other Navellier entities, and the dollar value of the
order made by the Fund. For example, if Navellier & Associates Inc., and
Navellier Fund Management, Inc., each place a $25,000 purchase order and
Investment Advisor on behalf of the Fund places a $50,000 purchase order for
the same stock and only $50,000 worth of stock is available for purchase, the
order would be allocated $12,500 each of the stock to Navellier & Associates
Inc., and Navellier Fund Management, Inc., and $25,000 of the stock to the
Fund. As the assets of each Portfolio of the Fund increase the potential for
shortages of buyers or sellers increases, which could adversely affect the
performance of the various Portfolios. While the Investment Advisor
generally does not anticipate liquidity problems (i.e., the possibility that
the Portfolio cannot sell shares of a company and therefore the value of
those shares drops) unless the Fund has assets in excess of two billion
dollars (although liquidity problems could still occur when the Fund has
assets of substantially less than two billion dollars), each investor is
being made aware of this potential risk in liquidity and should not invest in
the Fund if he, she, or it is not willing to accept this potentially adverse
risk, and by investing, acknowledges that he, she or it is aware of the risks.

An investment in shares of any Portfolio of the Fund involves certain
speculative considerations. There can be no assurance that any of the
Portfolios objectives will be achieved or that the value of the investment
will increase. An investment in shares of the Aggressive Growth Portfolio
and/or the Large Cap Growth Portfolio may also involve a higher degree of
risk than an investment in shares of a more traditional open-end diversified
investment company because the Aggressive Growth Portfolio and the Large Cap
Growth Portfolio may each invest up to 10% of its assets in the securities of
any single issuer and up to 25% of its assets in the securities of any single
industry, thereby potentially creating greater volatility or increasing the
chance of losses. As non-diversified investment Portfolios, the Aggressive
Growth Portfolio and the Large Cap Growth Portfolio may each be subject to
greater fluctuation in the total market value of such Portfolio, and
economic, political or regulatory developments may have a greater impact on
the value of these Portfolios than would be the case if these Portfolios were
diversified among a greater number of issuers. All Portfolios intend to
comply with the diversification and other requirements applicable to
regulated investment companies under the Internal Revenue Code.

All securities in which any of the Fund's Portfolios may invest are
inherently subject to market risk, and the market value of the Fund's
investments will fluctuate. From time to time the Fund may choose to close a
portfolio or portfolios to new investors.

INVESTING IN SECURITIES OF FOREIGN ISSUERS

<PAGE>

Investments in foreign securities (those which are traded principally in
markets outside of the United States), particularly those of non-governmental
issuers, involve considerations which are not ordinarily associated with
investing in domestic issuers. These considerations include, among others,
changes in currency rates, currency exchange control regulations, the
possibility of expropriation, the unavailability of financial information,
the difficulty of interpreting financial information prepared under laws
applicable to foreign securities markets, the impact of political, social, or
diplomatic developments, difficulties in invoking legal process abroad, and
the difficulty of assessing economic trends in foreign countries.
Furthermore, issuers of foreign securities are subject to different, and
often less comprehensive, accounting, reporting and disclosure requirements
than domestic issuers. The laws of some foreign countries may limit a Fund's
ability to invest in securities of certain issuers located in those
countries. The securities of some foreign issuers and securities traded
principally in foreign securities markets are less liquid and at times more
volatile than securities of comparable U.S. issuers and securities traded
principally in U.S. securities markets. Foreign brokerage commissions and
other fees are also generally higher than those charged in the United States.
There are also special tax considerations which apply to securities of
foreign issuers and securities traded principally in foreign securities
markets.

The risks of investing in foreign securities may be intensified in the
case of investments in emerging markets or countries with limited or
developing capital markets. Prices of securities of companies in emerging
markets can be significantly more volatile than prices of securities of
companies in the more developed nations of the world, reflecting the greater
uncertainties of investing in less developed markets and economies. In
particular, countries with emerging markets may have relatively unstable
governments, present the risk of nationalization of businesses, restrictions
on foreign ownership, or prohibitions of repatriation of assets, and may have
less protection of property rights than more developed countries. The
economies of countries with emerging markets may be predominantly based on
only a few industries or dependent on revenues from particular commodities or
on international aid or development assistance, may be highly vulnerable to
changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Local securities markets may trade
a small number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of
substantial holdings difficult or impossible at times. Consequently,
securities of issuers located in countries with emerging markets may have
limited marketability and may be subject to more abrupt or erratic price
movements. Also, such local markets typically offer less regulatory
protections for investors.

While to some extent the risks to the Fund of investing in foreign
securities may be limited, since each Portfolio (except for The International
Equity Portfolio (which may be fully invested in such securities)) may not
invest more than 25% of its net asset value in such securities and each
Portfolio of the Fund (except for The International Equity Portfolio) may
only invest in foreign securities which are traded in the United States
securities markets, the risks nonetheless exist.

The Investment Advisor will use the same basic selection criteria for
investing in foreign securities as it uses in selecting domestic securities
as described in the Investment Objectives and Policies section of this
Prospectus and for the International Equity Portfolio, will use the criteria
described in the Investment Objectives and Policies for the International
Equity Portfolio described in this Prospectus.

<PAGE>

FOREIGN EXCHANGE TRANSACTIONS. The International Equity Portfolio does
not intend to actively hedge the foreign currency risks that may be
associated with investments in securities denominated in foreign currencies.
However, in order to possibly protect against swings in currency markets
pending the settlement of securities transactions, the International Equity
Portfolio reserves the right to buy or sell foreign currency contracts, that
is, to agree to buy or sell a specified currency at a specified price and
future date. The International Equity Portfolio also reserves the right to
invest in currency futures contracts and related options thereon for similar
purposes. For example, if the Sub-advisor anticipates that the value of the
yen will rise relative to the dollar, it could purchase a currency futures
contract or a call option thereon or sell (write) a put option to protect
against an increase in the price of yen-denominated securities the
International Equity Portfolio intends to purchase. If the Sub-advisor
anticipates a fall in the value of the yen relative to the dollar, the
International Equity Portfolio could sell a currency futures contract or a
call option thereon or purchase a put option on such futures contract as a
hedge. If the International Equity Portfolio decides to utilize hedging
strategies, futures contracts and related options will be used only as a
hedge against anticipated currency rate changes (not for investment purposes)
and all options on currency futures written by the International Equity
Portfolio will be covered. These practices, if utilized, may present risks
different from or in addition to the risks associated with investments in
foreign currencies.

STOCK INDEX FUTURES. A stock index futures contract (an "Index Future") is
a contract to buy an integral number of units of the relevant index at a
specified future date at a price agreed upon when the contract is made. A unit
is the value at a given time of the relevant index. The only Portfolio which
may possibly use the Stock Index Futures is the International Equity Portfolio.

In connection with the International Equity Portfolio's investment in
foreign common stocks, it may invest in Index Futures while the Sub-advisor
seeks favorable terms from brokers to effect transactions in foreign common
stocks selected for purchase. The International Equity Portfolio may also
invest in Index Futures when the Sub-advisor believes that there are not
enough attractive foreign common stocks available to maintain the standards
of diversity and liquidity set for the International Equity Portfolio pending
investment in such stocks when they do become available. Through the use of
Index Futures, the International Equity Portfolio may maintain a portfolio
with diversified risk without incurring the substantial brokerage costs which
may be associated with investment in multiple issuers. This may permit the
International Equity Portfolio to avoid potential market and liquidity
problems (e.g., driving up or forcing down the price by quickly purchasing or
selling shares of a portfolio security) which may result from increases or
decreases in positions already held by the International Equity Portfolio.
Certain provisions of the Internal Revenue Code may limit this use of Index
Futures. The International Equity Portfolio may also invest in Index Futures
in order to hedge its equity positions.

In contrast to purchases of common stock, no price is paid or received by
the International Equity Portfolio upon the purchase of a futures contract.
Upon entering into a futures contract, the International Equity Portfolio will
be required to deposit with its custodian in a segregated account in the name of
the futures broker a specified amount of cash or securities. This is known as
initial margin. Variation margin will be paid to and received from

<PAGE>

the broker on a daily basis as the contracts are marked to market. For
example, when the International Equity Portfolio has purchased an Index
Future and the price of the relevant Index has risen, that position will have
increased in value and the International Equity Portfolio will receive from
the broker a variation margin payment equal to that increase in value.
Conversely, when the International Equity Portfolio has purchased an Index
Future and the price of the relevant Index has declined, the position would
be less valuable and the International Equity Portfolio would be required to
make a variation margin payment to the broker.

The price of Index futures may not correlate perfectly with movement in
the underlying Index due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the Index
and futures markets. Secondly, the deposit requirements in the futures
market are less onerous than margin requirements in the securities market,
and as a result, the futures market may attract more speculators than does
the securities market. Increased participation by speculators in the futures
market may also cause temporary price distortions. In addition, trading hours
for Index Futures may not correspond perfectly to hours of trading on foreign
exchanges. This may result in a disparity between the price of Index Futures
and the value of the underlying Index due to the lack of continuous arbitrage
between the Index Futures price and the value of the underlying Index.

FOREIGN CURRENCY TRANSACTIONS. The International Equity Portfolio does
not intend to actively hedge the foreign currency risks that may be
associated with investments in securities denominated in foreign currencies.
However, the International Equity Portfolio reserves the right to buy or sell
foreign currencies or to buy or sell foreign currency contracts pending the
settlement of securities transactions. The International Equity Portfolio
also reserves the right to invest in currency futures contracts and related
options thereon for similar purposes. By entering into a futures or forward
contract for the purchase or sale, for a fixed amount of dollars, of the
amount of foreign currency involved in an underlying security transactions,
the International Equity Portfolio will be able to protect itself against a
possible loss resulting from an adverse change in the relationship between
the U.S. dollar and the subject foreign currency during the period between
the date on which the security is purchased or sold and the date on which
payment is made or received. The International Equity Portfolio's dealing in
forward contracts will be limited to this type of transaction. The
International Equity Portfolio will not engage in currency futures
transactions for leveraging purposes. A put option on a futures contract
gives the International Equity Portfolio the right to assume a short position
in the futures contract until the expiration of the option. A call option on
a futures contract gives the International Equity Portfolio the right to
assume a long position on the futures contract until the expiration of the
option.

CURRENCY FORWARD CONTRACTS. A forward foreign currency exchange contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract as agreed by
the parties at a price set at the time of the contract. In the case of a
cancelable forward contract, the holder has the unilateral right to cancel the
contract at maturity by paying a specified fee. The contracts traded in the

<PAGE>

interbank market are negotiated directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally
has no deposit requirement, and no commissions are charged at any stage for
trades.

CURRENCY FUTURES TRANSACTIONS. A currency futures contract sale creates
an obligation by the seller to deliver the amount of currency called for in
the contract in a specified delivery month for a stated price. A currency
futures contract purchase creates an obligation by the purchaser to take
delivery of the underlying amount of currency in a specified delivery month
at a stated price. Futures contracts are traded only on commodity exchanges -
known as "contract markets" - approved for such trading by the Commodity
Futures Trading Commission ("CFTC"), and must be executed through a futures
commission merchant, or brokerage firm, which is a member of the relevant
contract market.

Although futures contracts by their terms call for actual delivery or
acceptance, in most cases the contracts are closed out before the settlement
date without the making or taking of delivery. Closing out a futures
contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument or commodity
and the same delivery date. If the price of the initial sale of the futures
contract exceeds the price of the offsetting purchase, the seller is paid the
difference and realizes a gain. Conversely, if the price of the offsetting
purchase exceeds the price of the initial sale, the seller realizes a loss.
Similarly, the closing out of a futures contract purchase is effected by the
purchaser entering into a futures contract sale. If the offsetting sale
price exceeds the purchase price, the purchaser realizes a gain and if the
purchase price exceeds the offsetting sale price, he realizes a loss.

The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received.
Instead, an amount of cash or U.S. Treasury bills generally not exceeding 5%
of the contract amount must be deposited with the broker. This amount is
known as initial margin. Subsequent payments to and from the broker, known
as variation margin, are made on a daily basis as the price of the underlying
futures contract fluctuates making the long and short positions in the
futures contract more or less valuable, a process known as "marking to the
market." At any time prior to the settlement date of the futures contract,
the position may be closed out by taking an opposite position which will
operate to terminate the position in the futures contract. A final
determination of variation margin is then made, additional cash is required
to be paid to or released by the broker, and the purchaser realizes a loss or
gain. In addition, a commission is paid on each completed purchase and sale
transaction.

Unlike a currency futures contract, which requires the parties to buy and
sell currency on a set date, an option on a futures contract entitles its holder
to decide on or before a future date whether to enter into such a contract. If
the holder decides not to enter into the contract, the premium paid for the
option is lost. Since the value of the option is fixed at the point of sale,
there are no daily payments of cash in the nature of "variation" on
"maintenance" margin payments to reflect the change in the value of the
underlying contract as there are by a purchaser or seller of a currency futures
contract.

<PAGE>

The ability to establish and close out positions on options on futures
will be subject to the development and maintenance of a liquid secondary
market. It is not certain that this market will develop or be maintained.

The International Equity Portfolio may write (sell) only covered put and
call options on currency futures. This means that the International Equity
Portfolio will provide for its obligations upon exercise of the option by
segregating sufficient cash or short-term obligations or by holding an
offsetting position in the option or underlying currency future, or a
combination of the foregoing.

The International Equity Portfolio may not enter into currency futures
contracts or related options thereon if immediately thereafter the amount
committed to margin plus the amount paid for premiums for unexpired options
on currency futures contracts exceeds 5% of the market value of the
International Equity Portfolio's total assets.

LIMITATIONS ON THE USE OF CURRENCY FUTURES CONTRACTS. The International
Equity Portfolio's ability to engage in the currency futures transactions
described above will depend on the availability of liquid markets in such
instruments. Markets in currency futures are relatively new and still
developing. It is impossible to predict the amount of trading interest that
may exist in various types of currency futures. Therefore no assurance can
be given that the International Equity Portfolio will be able to utilize
these instruments effectively for the purposes set forth above. Furthermore,
the International Equity Portfolio's ability to engage in such transactions
may be limited by tax considerations.

RISK FACTORS IN CURRENCY FUTURES TRANSACTIONS. Investment in currency
futures contracts involves risk. Some of that risk may be caused by an
imperfect correlation between movements in the price of the futures contract
and the price of the currency being hedged. The hedge will not be fully
effective where there is such imperfect correlation. To compensate for
imperfect correlations, the International Equity Portfolio may purchase or
sell futures contracts in a greater amount than the hedged currency if the
volatility of the hedged currency is historically greater than the volatility
of the futures contract. Conversely, the International Equity Portfolio may
purchase or sell fewer contracts if the volatility of the price of the hedged
currency is historically less than that of the futures contracts. The risk
of imperfect correlation generally tends to diminish as the maturity date of
the futures contract approaches.

The successful use of transactions in futures and related options also
depends on the ability of the Sub-advisor to forecast correctly the direction
and extent of exchange rate and stock price movements within a given time frame.
It is impossible to forecast precisely what the market value of securities the
International Equity Portfolio anticipates buying will be at the expiration or
maturity of a currency forward or futures contract. Accordingly, in cases where
the International Equity Portfolio seeks to protect against an increase in value
of the currency in which the securities are denominated through a foreign
currency transaction, it may be necessary for the International Equity Portfolio
to purchase additional foreign currency on the spot market (and bear the expense
of such currency purchase) if the market value of the securities to be purchased
is less than the amount of foreign currency the International Equity Portfolio
contracted to purchase. Conversely, it may be necessary to sell on the spot
market

<PAGE>

some of the foreign currency received upon the sale of the portfolio security
or securities if the market value of such security or securities exceeds the
value of the securities purchased. When the International Equity Portfolio
purchases forward or futures contracts (or options thereon) to hedge against
a possible increase in the price of currency in which is denominated the
securities the International Equity Portfolio anticipates purchasing, it is
possible that the market may instead decline. If the International Equity
Portfolio does not then invest in such securities because of concern as to
possible further market decline or for other reasons, the International
Equity Portfolio may realize a loss on the forward or futures contract that
is not offset by a reduction in the price of the securities purchased. As a
result, the International Equity Portfolio's total return for such period may
be less than if it had not engaged in the forward or futures transaction.

Foreign currency transactions that are intended to hedge the value of
securities the International Equity Portfolio contemplates purchasing do not
eliminate fluctuations in the underlying prices of those securities. Rather,
such currency transactions simply establish a rate of exchange which can be
used at some future point in time. Additionally, although these techniques
could possibly minimize the risk of loss due to change in the value of the
currency involved, they tend to limit any potential gain that might result
from the increase in the value of such currency.

The amount of risk the International Equity Portfolio assumes when it
purchases an option on a currency futures contract is the premium paid for
the option plus related transaction costs. In addition to the correlation
risks discussed above, the purchase of an option also entails the risk that
changes in the value of the underlying futures contract will not be fully
reflected in the value of the option purchased.

The liquidity of a secondary market in a currency futures contract may
be adversely affected by "daily price fluctuation limits" established by
commodity exchanges which limit the amount of fluctuation in a futures
contract price during a single trading day. Once the daily limit has been
reached in the contract, no trades may be entered into at a price beyond the
limit, thus preventing the liquidation of open futures positions. Prices
have in the past exceeded the daily limit on a number of consecutive trading
days.

The International Equity Portfolio's ability to engage in currency
forward and future transactions may be limited by tax considerations.

NET ASSET VALUE

The net asset value of each of the Portfolios is determined by adding
the values of all securities and other assets of that specific Portfolio,
subtracting liabilities, and dividing by the number of outstanding shares of
that Portfolio. (See "Purchase and Pricing of Shares - Valuation of Shares"
and the Statement of Additional Information.)

<PAGE>

PORTFOLIO TURNOVER

The Portfolio turnover rate for The Navellier Aggressive Growth
Portfolio for the six (6) months ended June 30, 1997 was 138.4% and for the
fiscal year ended December 31, 1996 was 169%. The annual rate of portfolio
turnover for the Mid Cap Growth and the Aggressive Small Cap Portfolios is
unknown since neither of these two Portfolios has an operating history of
more than a year. The Portfolio turnover rate for the Mid Cap Growth
Portfolio for the six (6) months ended June 30, 1997 was 89.9%. The
Portfolio turnover rate for the Aggressive Small Cap Portfolio for the period
March 17, 1997 through June 30, 1997 was 26%. The Portfolio turnover rate for
the Navellier Large Cap Growth Portfolio, for the Navellier Small Cap Value
Portfolio, for the Navellier Large Cap Value Portfolio, for the Navellier
International Equity Portfolio and the Aggressive Small Cap Equity Portfolio
are unknown since each of these five portfolios are newly organized
Portfolios which only began operations on December __, 1997. The Investment
Advisor estimates that the portfolio turnover rate for the Mid Cap Growth
Portfolio, the Aggressive Small Cap Portfolio, the Large Cap Growth
Portfolio, the Small Cap Value Portfolio, the Large Cap Value Portfolio, the
International Equity Portfolio and the Aggressive Small Cap Equity Portfolio
will not exceed 300% per annum respectively. However, these are not
restrictions on the Investment Advisor and if in the Investment Advisor's
judgment a higher annual portfolio turnover rate is required in order to
attempt to achieve a higher overall Portfolio performance, then the
Investment Advisor is permitted to do so. However, high portfolio turnover
(100% or more) will result in increased brokerage commissions, dealer
mark-ups, and other transaction costs on the sale of securities and on
reinvestment in other securities and could therefore adversely affect
Portfolio performance. To the extent that increased portfolio turnover
results in sales at a profit of securities held less than three months, the
Fund's ability to qualify as a "regulated investment company" under the
Internal Revenue Code may be affected. (See the Statement of Additional
Information, "Taxes".)

SPECIAL RISK CONSIDERATIONS RELATING TO SECURITIES OF THE PORTFOLIO

For a description of certain other factors, including certain risk
factors, which investors should consider relating to the securities in which
the Portfolio will invest, see "Risk Factors".

28
<PAGE>

MANAGEMENT OF THE FUND

THE BOARD OF TRUSTEES

The Fund's Board of Trustees directs the business and affairs of each
Portfolio of the Fund as well as supervises the Investment Advisor,
Distributor, Transfer Agent and Custodian, as described below.

THE INVESTMENT ADVISOR

Navellier Management, Inc. acts as the Investment Advisor to each of the
eight existing Portfolios of the Fund although it retains Global Value
Investors, Inc. as a Sub-advisor and Ram Kolluri as Portfolio Manager for the
day-to-day investments of the Navellier International Equity Portfolio.
Navellier Management, Inc. is the Investment Advisor to the Navellier Large
Cap Growth Portfolio and has a consulting agreement with Robert Barnes, Ph.D.
for analysis regarding large cap stocks. (See discussion below.) The
Investment Advisor is registered as an investment adviser under the
Investment Advisors Act of 1940. The Investment Advisor is responsible for
selecting the securities which will constitute the pool of securities which
will be selected for investment for each Portfolio except the International
Equity Portfolio. The selection of securities for the International Equity
Portfolio is made by the Sub-advisor Global Value Investors, Inc.'s Portfolio
Manager, Ram Kolluri. Pursuant to a separate Administrative Services
Agreement, the Investment Advisor provides each Portfolio of the Fund with
certain administrative services, including accounting and bookkeeping
services and supervising the Custodian's and Transfer Agent's activities and
each Portfolio's compliance with its reporting obligations. The Investment
Advisor may contract (and pay for out of its own resources including the
administrative fee it receives) for the performance of such services to the
Custodian, Transfer Agent, or others, and may retain all of its 0.25%
administrative services fee or may share some or all of its fee with such
other person(s). The Investment Advisor also provides each Portfolio of the
Fund with a continuous investment program based on its investment research
and management with respect to all securities and investments. The
Investment Advisor will determine from time to time what securities and other
investments will be selected to be purchased, retained, or sold by the
various portfolios of the Fund, except that the Sub-advisor, Global Value
Investors, Inc.'s Portfolio Manager, Ram Kolluri, will determine what
securities and other investments will be selected for purchase, retention or
sale by the International Equity Portfolio.

The Investment Advisor is owned and controlled by its sole shareholder,
Louis G. Navellier (a 100% stockholder). In 1987, Louis Navellier was in
litigation with a business partner and on the advice of his then legal
counsel, as part of a legal strategy, filed a personal bankruptcy petition in
connection with that litigation. The bankruptcy petition was voluntarily
dismissed by Mr. Navellier less than two months later with all creditors
being paid in full. Louis G. Navellier is an affiliated person of the Fund
and is also the sole owner of the Distributor, Navellier Securities Corp.
Louis Navellier is also the sole shareholder of Navellier & Associates Inc.
(See the Statement of Additional Information.) Navellier & Associates, Inc.
is registered as an investment adviser with the Securities and Exchange
Commission. Louis Navellier and Navellier & Associates, Inc., without
admitting liability, did in the past agree to a

<PAGE>

two-week suspension in California and agreed to pay civil penalties to the
States of California, Connecticut, and Maryland for allegedly not being
properly registered as an investment adviser. Navellier Management, Inc. is
also and has been since January 1994, the investment adviser to The Navellier
Series Fund, an open-end diversified investment company. Louis Navellier is,
and has been, in the business of rendering investment advisory services to
significant pools of capital since 1987.

SUB-ADVISOR

Global Value Investors, Inc. ("GVI") is the Sub-advisor to Navellier
Management, Inc. in the investment management of the Navellier International
Equity Portfolio. GVI is a New Jersey corporation of which Ram Kolluri is a
principal, President and Chief Investment Officer. Mr. Kolluri has been
managing investment portfolios since 1982. His investment approach to the
International Equity Portfolio may be described as "growth at a reasonable
price." This is carried out by purchasing securities that, in the opinion of
the sub-advisor, demonstrate the potential for improving sales and earnings,
and selling at reasonable prices (based upon traditional fundamental
analyses) at the time of purchase. However, no guarantee can be made that
either the sales or the earnings of the companies in the portfolio will
actually be increasing during the period following the purchase.

The sub-advisor utilizes the "Global Tactical Asset Allocation (GTAA)",
a quantitative methodology that is actively used by institutional investors
in the United States and abroad to manage pension and other investment
portfolios in fiduciary capacity. GTAA was developed by academicians and
practitioners of the modern portfolio theory (MPT) in the 1980s, as an
advancement of the investment management process. It seeks to detect
relative under valuation in the global equity and bond markets by carefully
examining the macroeconomic factors that impact each market in the local
currency.

After several years of research and modeling, Mr. Kolluri developed a
proprietary algorithm that enables him to rank the countries by
attractiveness in terms of intrinsic value at the time of purchase or sale.
He uses this information to select countries as a starting point for
individual stock selections in the individual countries. Mr. Kolluri uses
additional quantitative screens to purchase stocks in each country that meet
his "growth at a reasonable price" criteria. The stocks are held until Mr.
Kolluri believes there has been a market recognition of value.

Mr. Kolluri is responsible for the day-to-day selection of the
securities for investment in the Navellier International Equity Portfolio.
Mr. Kolluri earned his B.S. in Mathematics from Andhra University in India
and an MBA in Finance from Pace University in New York, NY. He holds
designations of a Chartered Accountant from India and a Certified Financial
Planner from the College of Financial Planning, Denver, Colorado. Mr.
Kolluri is a member of the Alpha Group, a nationally recognized peer group of
asset managers.

CONSULTANT

Robert Barnes, Ph.D., is a consultant to Navellier Management, Inc. in
the management of the Navellier Large Cap Growth Portfolio. Mr. Barnes has
over 25 years experience as a trader and business analyst. He has authored
twelve books and many articles on quantitative trading methods. He has
developed customized computer programs for trading strategies and portfolio
management. He is qualified as a mathematician and statistician for
modeling, forecasting and simulating investment, government and other
industry operations. He has acted as liaison between programmers and traders
for investment companies. He has developed theories on price behavior,
risk/reward statistics, derivatives, arbitrage strategies, forecasting
functions and forensic techniques. Mr. Barnes earned his B.S. in mathematics
with a minor in Economics at Rensselaer Polytechnic Institute and his M.S. in
mathematics at Lehigh

<PAGE>

University. He taught price discovery modeling strategies and portfolio
management at The New School from 1981 - 1985.

Mr. Barnes' investment approach is comprised of a two part trading
style: 1) selection and 2) timing of entry and exit of stock positions. He
selects stocks for trade by examining their growth rates in past trends,
choosing those that have exhibited superior performance in the past in order
to maximize return for the portfolio. He then uses a number of timing
methods in order to enter and exit positions for those chosen stocks. These
timing methods are continuously updated and optimized in order to maximize
return and to reduce risk (by variation of timing points and diversifying
across many stocks) in the portfolio.

For information regarding the Fund's expenses and the fees paid to the
Investment Advisor see "Expenses of the Fund".

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On October 17, 1995, in order to fulfill the requirements of Section
14(a)(1) of the Investment Company Act of 1940, one hundred percent (100%) of
the issued and outstanding shares of the only existing Portfolio of the Fund
(the Navellier Aggressive Growth Portfolio) was subscribed to for purchase by
Louis Navellier under an agreement dated October 17, 1995. Such subscription
was made for an aggregate of $100,000 allocated 100% for the Navellier
Aggressive Growth Portfolio (to purchase 10,000 shares). Louis Navellier is no
longer a control person of the Navellier Aggressive Growth Portfolio; nor is he
a control person of the Mid Cap Growth Portfolio, the Aggressive Small Cap
Portfolio, or any other portfolio of the Fund.

THE DISTRIBUTOR

Navellier Securities Corp., acts as the Fund's Distributor and is
registered as a broker-dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers ("NASD"). The
Distributor renders its services to the Fund pursuant to a distribution
agreement under which it serves as the principal underwriter of the shares of
each existing Portfolio of the Fund. The Distributor may sell certain of the
Fund's Portfolio shares by direct placements. Through a network established
by the Distributor, each of the Fund's Portfolio shares may also be sold
through selected broker-dealers. (For information regarding the Fund's
expenses and the fees it pays to the Distributor, see "Expenses of the Fund"
following.) Louis G. Navellier, an affiliate of the Fund and the Investment
Advisor, is an officer, director, and sole shareholder of the Distributor.

THE CUSTODIAN AND THE TRANSFER AGENT

Rushmore Trust & Savings, FSB, 4922 Fairmont Avenue, Bethesda, Maryland,
20814, telephone: (301) 657-1510 or (800) 622-1386, is Custodian for the Fund's
securities and cash and Transfer Agent for the Fund shares. The Distributor
shall be responsible for the review of applications in order to guarantee that
all requisite and statistical information has been provided with respect to the
establishment of accounts.

<PAGE>

EXPENSES OF THE FUND

GENERAL

Each Portfolio is responsible for the payment of its own expenses.
These expenses are deducted from that Portfolio's investment income before
dividends are paid. These expenses include, but are not limited to: fees
paid to the Investment Advisor (fees paid to the Sub-advisor and Consultant
are paid by the Investment Advisor from its fees and are NOT paid by the Fund
or the applicable Portfolio or by the shareholders), the Custodian and the
Transfer Agent; Trustees' fees; taxes; interest; brokerage commissions;
organization expenses; securities registration ("blue sky") fees; legal fees;
auditing fees; printing and other expenses which are not directly assumed by
the Investment Advisor under its investment advisory or expense reimbursement
agreements with the Fund. General expenses which are not associated directly
with a specific Portfolio (including fidelity bond and other insurance) are
allocated to each Portfolio based upon their relative net assets. The
Investment Advisor may, but is not obligated to, from time to time advance
funds, or directly pay, for expenses of the Fund and may seek reimbursement
of or waive reimbursement of those advanced expenses.

COMPENSATION OF THE INVESTMENT ADVISOR

The Investment Advisor receives an annual 1.25% fee for investment
management of The Aggressive Growth Portfolio, an annual 1.25% fee for
investment management of the Mid Cap Growth Portfolio, an annual 1.15% fee
for investment management of the Aggressive Small Cap Portfolio, an annual
1.00% fee for investment management of the Small Cap Value Portfolio, an
annual 1.15% fee for investment management of the Large Cap Growth Portfolio,
an annual 0.75% fee for investment management of the Large Cap Value
Portfolio, an annual 1.00% fee for investment management of the International
Equity Portfolio and an annual 1.15% fee for investment management of the
Aggressive Small Cap Equity Portfolio. Each fee is payable monthly, based
upon each Portfolio's average daily net assets. These advisory fees are
higher than those generally paid by most other investment companies. The
Investment Advisor also receives a 0.25% annual fee for rendering
administrative services to the Fund pursuant to an Administrative Services
Agreement and is entitled to reimbursement for operating expenses it advances
for the Fund.

DISTRIBUTION PLANS

THE AGGRESSIVE GROWTH PORTFOLIO DISTRIBUTION PLAN

<PAGE>

addition to promotional activities, amounts the Aggressive Growth Portfolio
may pay to Distributor or others as a service fee to reimburse such parties
for personal services provided to shareholders of the Aggressive Growth
Portfolio and/or the maintenance of shareholder accounts. The total amount
of 12b-1 fees paid for such personal services and promotional services shall
not exceed 0.25% per year of the average daily net assets of the Aggressive
Growth Portfolio. The Distributor can keep all of said 12b-1 fees it
receives to the extent it is not required to pay others for such services.
Such Rule 12b-1 fees are made pursuant to the distribution plan(s) and
distribution agreements entered into between such service providers and
Distributor or the Fund directly. Payments in excess of reimbursable
expenses under the plan in any year must be refunded. The Rule 12b-1
expenses and fees in excess of 0.25% per year of the Aggressive Growth
Portfolio's average net assets that otherwise qualify for payment may not be
carried forward into successive annual periods. The Plan also covers payments
by certain parties to the extent such payments are deemed to be for the
financing of any activity primarily intended to result in the sale of shares
issued by the Aggressive Growth Portfolio within the context of Rule 12b-1.
The payments under the Plan are included in the maximum operating expenses
which may be borne by the Aggressive Growth Portfolio.

THE DISTRIBUTION PLANS FOR THE MID CAP GROWTH, THE SMALL CAP VALUE, THE
LARGE CAP GROWTH, THE LARGE CAP VALUE AND THE INTERNATIONAL EQUITY
PORTFOLIO

The Mid Cap Growth Portfolio, the Small Cap Value Portfolio, the Large
Cap Growth Portfolio, the Large Cap Value Portfolio and the International
Equity Portfolio have each adopted a Plan pursuant to Rule 12b-1 under the
1940 Act (the "Plan"), whereby each Portfolio compensates Distributor or
others in the amount of 0.25% per annum of the average daily net assets of
the applicable Portfolio for expenses incurred and services rendered for the
promotion and distribution of the shares of that particular Portfolio of the
Fund, including, but not limited to, the printing of prospectuses, statements
of additional information and reports used for sales purposes, expenses
(including personnel of Distributor) of preparation of sales literature and
related expenses, advertisements and other distribution-related expenses,
including a prorated portion of Distributor's overhead expenses attributable
to the distribution of each particular portfolio's shares. Such payments are
made monthly. Each 12b-1 fee includes, in addition to promotional
activities, amounts each Portfolio pays to Distributor or others as a service
fee to compensate such parties for personal services provided to shareholders
of such Portfolio and/or the maintenance of shareholder accounts. The total
amount of 12b-1 fees paid for such personal services and promotional services
for each such portfolio shall be 0.25% per year of the average daily net
assets of each Portfolio. The Distributor can keep all of said 12b-1 fees it
receives to the extent it is not required to pay others for such services.
Such Rule 12b-1 fees are made pursuant to the distribution plan and
distribution agreements entered into between such service providers and
Distributor or each particular Portfolio directly. The 12b-1 Plan for each
of these Portfolios also covers payments by the Distributor and Investment
Advisor to the extent such payments are deemed to be for the financing of any
activity primarily intended to result in the sale of shares issued by each
such Portfolio within the context of Rule 12b-1. The payments under the
12b-1 Plan for each of these Portfolios are included in the maximum operating
expenses which may be borne by each of these Portfolios. Payments under the
12b-1 Plan for each of these Portfolios may exceed actual expenses incurred
by the Distributor, Investment Advisor or others.

<PAGE>

BROKERAGE COMMISSIONS

The Investment Advisor may select selected broker-dealers to execute
portfolio transactions for the Portfolios of the Fund, provided that the
commissions, fees, or other remuneration received by such party in exchange for
executing such transactions are reasonable and fair compared to those paid to
other brokers in connection with comparable transactions. In addition, when
selecting broker-dealers for Fund portfolio transactions, the Investment Advisor
may consider the record of such broker-dealers with respect to the sale of
shares of the Fund. (See the Statement of Additional Information.)

<PAGE>

REPORTS AND INFORMATION

The Fund will distribute to the shareholders of each Portfolio
semi-annual reports containing unaudited financial statements and information
pertaining to matters of each Portfolio of the Fund. An annual report
containing financial statements for each Portfolio, together with the report
of the independent auditors for each Portfolio of the Fund is distributed to
shareholders each year. Shareholder inquiries should be addressed to The
Navellier Performance Funds, at One East Liberty, Third Floor, Reno, Nevada
89501; Tel: (800) 887-8671, or to the Transfer Agent, Rushmore Trust &
Savings, FSB, 4922 Fairmont Avenue, Bethesda, Maryland, 20814, Telephone:
(301) 657-1510 or (800) 622-1386.

<PAGE>

DESCRIPTION OF SHARES

The Fund is a Delaware business trust organized on October 17, 1995.
The Declaration of Trust permits the Trustees to issue an unlimited number of
shares of beneficial interest. The Board of Trustees has the power to
designate one or more classes ("Portfolios") of shares of beneficial interest
and to classify or reclassify any unissued shares with respect to such
classes. Presently the Fund is offering shares of eight Portfolios - the
Navellier Aggressive Growth Portfolio, the Navellier Mid Cap Growth
Portfolio, the Navellier Aggressive Small Cap Portfolio, the Navellier Small
Cap Value Portfolio, the Navellier Large Cap Growth Portfolio, the Navellier
Large Cap Value Portfolio, the Navellier International Equity Portfolio and
the Aggressive Small Cap Equity Portfolio each of which is described above.

The shares of each Portfolio, when issued, are fully paid and
non-assessable, are redeemable at the option of the holder, are fully
transferable, and have no conversion or preemptive rights. Shares are also
redeemable at the option of each Portfolio of the Fund when a shareholder's
investment, as a result of redemptions in the Fund, falls below the minimum
investment required by the Fund (see "Redemption of Shares"). Each share of
a Portfolio is equal as to earnings, expenses, and assets of the Portfolio
and, in the event of liquidation of the Portfolio, is entitled to an equal
portion of all of the Portfolio's net assets. Shareholders of each Portfolio
of the Fund are entitled to one vote for each full share held and fractional
votes for fractional shares held, and will vote in the aggregate and not by
Portfolio except as otherwise required by law or when the Board of Trustees
determines that a matter to be voted upon affects only the interest of the
shareholders of a particular Portfolio. Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any election of
Trustees can, if they so choose, elect all of the Trustees. While the Fund
is not required, and does not intend, to hold annual meetings of
shareholders, such meetings may be called by the Trustees at their
discretion, or upon demand by the holders of 10% or more of the outstanding
shares of any Portfolio for the purpose of electing or removing Trustees.

All shares (including reinvested dividends and capital gain
distributions) are issued or redeemed in full or fractional shares rounded to
the second decimal place. No share certificates will be issued. Instead, an
account will be established for each shareholder and all shares purchased
will be held in book-entry form by the Fund.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

All dividends and distributions with respect to the shares of any
Portfolio will be payable in shares at net asset value or, at the option of
the shareholder, in cash. Any shareholder who purchases shares of the
Portfolio prior to the close of business on the record date for a dividend or
distribution will be entitled to receive such dividend or distribution.
Dividends and distributions (whether received in shares or in cash) are
treated either as return of capital, ordinary income or long-term capital
gain for federal income tax purposes. Between the record date and the cash
payment date, each Portfolio retains the use and benefits of such monies as
would be paid as cash dividends.

Each Portfolio will distribute all of its net investment income and net
realized capital gains, if any, annually in December.

If a cash payment is requested with respect to the Portfolio, a check
will be mailed to the shareholder. Unless otherwise instructed, the Transfer
Agent will mail checks or confirmations to the shareholder's address of
record.

The federal income tax laws impose a four percent (4%) nondeductible
excise tax on each regulated investment company with respect to the amount,
if any, by which such company does not meet distribution requirements
specified in the federal income tax laws. Each Portfolio intends to comply
with the distribution requirements and thus does not expect to incur the four
percent (4%) nondeductible excise tax, although the imposition of such excise
tax may possibly occur.

Shareholders will have their dividends and/or capital gain distributions
reinvested in additional shares of the applicable Portfolio(s) unless they
elect in writing to receive such distributions in cash. Shareholders whose
shares are held in the name of a broker or nominee should contact such broker
or nominee to determine whether they want dividends reinvested or distributed.

The automatic reinvestment of dividends and distributions will not
relieve participants of any income taxes that may be payable (or required to
be withheld) on dividends and distributions. (See "Taxes" following.)

In the case of foreign participants whose dividends are subject to U.S.
income tax withholding and in the case of any participants subject to 31%
federal backup withholding, the Transfer Agent will reinvest dividends after
deduction of the amount required to be withheld.

Experience may indicate that changes in the automatic reinvestment of
dividends are desirable. Accordingly, the Fund reserves the right to amend
or terminate this provision as applied to any dividend or distribution paid
subsequent to written notice of the change sent to shareholders at least 90
days before the record date for such dividend or distribution.

<PAGE>

TAXES

FEDERAL TAXES

Each Portfolio of the Fund is a separate taxpayer and intends to meet
the requirements of Subchapter M of the Internal Revenue Code of 1986
(relating to regulated investment companies) with respect to diversification
of assets, sources of income, and distributions of taxable income and will
elect to be taxed as a regulated investment company for federal income tax
purposes.

However, the Code contains a number of complex tests relating to
qualification which a Portfolio might not meet in any particular year. For
example, if a Portfolio derives 30% or more of its gross income from the sale
of securities held for less than three months, it may fail to qualify. If a
Portfolio did not so qualify, it would be treated for tax purposes as an
ordinary corporation and receive no tax deduction for payments made to
shareholders.

Because each Portfolio of the Fund intends to distribute all of its net
investment income and net realized capital gains at least annually, it is not
expected that any Portfolio of the Fund will be required to pay federal
income tax for any year throughout which it was a regulated investment
company nor, for this reason, is it expected that any Portfolio will be
required to pay the 4% federal excise tax imposed on regulated investment
companies that fail to satisfy certain minimum distribution requirements.
However, the possibility of federal or state income tax and/or imposition of
the federal excise tax does exist.

If a Portfolio pays a dividend in January of any year which was declared
in the last three months of the previous year and was payable to shareholders
of record on a specified date in such a month, the dividend will be treated
as having been paid and received in the previous year.

Dividends (other than capital gains dividends) will be taxable to
shareholders as ordinary income, whether received in shares or cash and will,
in the case of corporate shareholders, generally qualify for the
dividends-received deduction to the extent paid out of qualifying dividends
received by the Portfolio.

Capital gains dividends will ordinarily be taxable to shareholders as
long-term capital gain, regardless of how long they have held their shares.
A dividend is a capital gains dividend if it is so designated by the
Portfolio and is paid out of the Portfolio 's net capital gain (that is, the
excess of the Portfolio's net long-term capital gain over its net short-term
capital loss).

Any dividends paid shortly after a purchase by an investor may have the
effect of reducing the per share net asset value of the investor's shares by
the per share amount of dividends. Furthermore, such dividends, although in
effect a return of capital, are subject to federal income taxes. Therefore,
prior to purchasing shares of the Fund, the investor should carefully
consider the impact of dividends, including capital gains distributions,
which are expected to be or have been announced.

If the Fund redeems some or all of the shares held by any shareholder,
the transaction will generally be treated as a sale or exchange unless the
redemption fails to substantially reduce the shareholder's percentage
ownership interest in the Fund (determined for this purpose using

<PAGE>

certain specific rules of constructive ownership). If a redemption of shares
is not treated as a sale or exchange, the amount paid for the shares will be
treated as a dividend.

If a redemption is treated as a sale or exchange, the shareholder will
generally recognize gain or loss measured by the difference between the
redemption price and the basis of the shares. This gain or loss will
generally be treated as capital gain (long-term or short-term, depending upon
the holding period for the redeemed shares).

Shareholders will be subject to information reporting with respect to
dividends and redemptions, and may be subject to backup withholding with
respect to dividends at the rate of 31% unless (a) they are corporations or
come within other exempt categories or (b) they provide correct taxpayer
identification numbers, certify as to no loss of exemption from backup
withholding, and otherwise comply with applicable requirements of the law
relating to backup withholding. Any amounts paid as backup withholding will
be creditable against the federal income tax liabilities of the affected
shareholders.

The Fund may pay taxes to foreign countries with respect to dividends or
interest it receives from foreign issuers or from domestic issuers that
derive a substantial amount of their revenues in foreign countries, or such
taxes may be withheld at the source by such issuers. The Fund will generally
be entitled to deduct such taxes in computing its taxable income.

The International Equity Portfolio may be subject to foreign withholding
taxes on income and gains derived from foreign investments. Such taxes would
reduce the yield on such Portfolio's investments, but may be taken as either
a deduction or a credit by U.S. citizens and corporations.

Investment by the International Equity Portfolio in certain "passive
foreign investment companies" could subject that Portfolio to a U.S. federal
income tax or other charge on distributions received from, or on the sale of
its investment in, such a company. Such a tax cannot be eliminated by making
distributions to the International Equity Portfolio shareholders. If such
Portfolio elects to treat a passive foreign investment company as a
"qualified electing fund," different rules will apply, although the
International Equity Portfolio does not intend to invest in "passive foreign
investment companies" and therefore does not expect to be in the position to
make such elections.

To the extent that such investments are permissible investments for the
International Equity Portfolio, its transactions in options, futures
contracts, hedging transactions, forward contracts, straddles and foreign
currencies will be subject to special tax rules (including mark-to-market,
straddle, wash sale and short sale rules), the effect of which may be to
accelerate income to the International Equity Portfolio, defer losses to such
Portfolio, cause adjustments in the holding periods of such Portfolio's
securities and convert short-term capital losses into long-term capital
losses. These rules could therefore affect the amount, timing and character
of distributions to shareholders.

If more than 50% of the International Equity Portfolio's assets at fiscal
year-end are represented by debt and equity securities of foreign corporations,
it may elect to permit shareholders who are U.S. citizens or U.S. corporations
to claim a foreign tax credit or deduction (but not both) on their U.S. income
tax returns for their PRO RATA portion of qualified taxes paid by the Portfolio
to foreign countries. As a result, the amounts of foreign income

<PAGE>

taxes paid by such Portfolio would be treated as additional income to
shareholders of such Portfolio for purposes of the foreign tax credit. Each
such shareholder would include in gross income from foreign sources its PRO
RATA share of such taxes. Certain limitations imposed by the Internal Revenue
Code may prevent shareholders from receiving a full foreign tax credit or
deduction for their allocable amount of such taxes.

STATE AND LOCAL TAXES

Each Portfolio of the Fund may be subject to state or local taxation in
jurisdictions in which it may be deemed to be doing business. Taxable income
of each Portfolio of the Fund and its shareholders for state and local
purposes may be different from taxable income calculated for federal income
tax purposes.

The foregoing is a general summary of possible federal, state and foreign
tax consequences of investing in The Navellier Performance Funds to shareholders
who are U.S. citizens or U.S. corporations. Each prospective investor is
advised to consult his or her tax adviser for advice as to the federal, state,
local and foreign taxation which may be applicable to such investor in
connection with an investment in the Fund.

<PAGE>

PURCHASE AND PRICING OF SHARES

Purchase of Shares

The Fund's various portfolio shares are sold to the general public on a
continuous basis through the Distributor, the Transfer Agent and the
Distributor's network of broker-dealers.

PURCHASE BY MAIL

Investments in the Fund can be made directly to the Distributor or
through the transfer agent - Rushmore Trust & Savings, FSB - or through
selected securities dealers who have the responsibility to transmit orders
promptly and who may charge a processing fee.

TO INVEST BY MAIL: Fill out an application designating which Portfolio you
are investing in and make a check payable to "The Navellier Performance
Funds." Mail the check along with the application to:

The Navellier Performance Funds
c/o Rushmore Trust & Savings, FSB
4922 Fairmont Avenue
Bethesda, MD 20814

Purchases by check will be credited to an account as of the date the
Portfolio's net asset value is next determined after receipt of payment and a
properly completed account application. Foreign checks will not be accepted.
Be certain to specify which Portfolio or Portfolios you are investing in.

Purchase orders which do not specify the Portfolio in which an
investment is to be made will be returned. (See "Purchase and Pricing of
Shares - General Purchasing Information".) Net asset value per share is
calculated once daily as of 4 p.m. E.S.T. on each business day. (See
"Purchase and Pricing of Shares - Valuation of Shares".)

THE NAVELLIER PERFORMANCE FUNDS' PORTFOLIOS

The shares of each Portfolio are sold at their net asset value per share
next determined after an order in proper form (i.e., a completely filled out
application form) is received by the Transfer Agent.

If an order for shares of a Portfolio is received by the Transfer Agent
by 4:00 p.m. on any business day, such shares will be purchased at the net
asset value determined as of 4:00 p.m. New York Time on that day. Otherwise,
such shares will be purchased at the net asset value determined as of 4:00
p.m New York Time on the next business day. However, orders received by the
Transfer Agent from the Distributor or from dealers or brokers after the net
asset value is determined that day will receive such net asset value price if
the orders were received by the Distributor or broker or dealer from its
customer prior to such determination and were transmitted to and received by
the Transfer Agent prior to its close of business on that day (normally 4:00
p.m. New York Time). Shares are entitled to receive any declared dividends on
the day following the date of purchase.

<PAGE>

PURCHASES THROUGH SELECTED DEALERS

Shares purchased through Selected Dealers will be effected at the net
asset value next determined after the Selected Dealer receives the purchase
order, provided that the Selected Dealer transmits the order to the Transfer
Agent and the Transfer Agent accepts the order by 4:00 p.m. New York Time on
the day of determination. See "Valuation of Shares". If an investor's order
is not transmitted and accepted by 4:00 p.m. New York Time, the investor must
settle his or her entitlement to that day's net asset value with the Selected
Dealer. Investors may also purchase shares of the Fund by telephone through a
Selected Dealer by having the Selected Dealer telephone the Transfer Agent
with the purchase order. Investors may be charged a transaction fee if they
effect transactions in Fund shares through a broker or agent.

Certain selected Dealers may effect transactions in shares of the
Portfolios through the National Securities Clearing Corporation's Fund/SERV
system.

Purchases of shares through Selected Dealers not utilizing the National
Securities Clearing Corporation's Fund/SERV system will be effected when
received in proper form by the Transfer Agent, as described above, in the
same manner and subject to the same terms and conditions as are applicable to
shares purchased directly through the Transfer Agent. There is no sales load
charged to the investor on purchases of the Fund's Portfolios, whether
purchased through a Selected Dealer or directly through the Transfer Agent;
there is however an ongoing Rule 12b-1 fee applicable to all portfolios
(except as to the Aggressive Small Cap Portfolio).

Shareholders who wish to transfer Fund shares from one broker-dealer to
another should contact the Fund at (800) 621-7874.

TO INVEST BY BANK WIRE: Request a wire transfer to:

Rushmore Federal Savings Bank
Bethesda, MD
Routing Number 0550 71084
For Account of The Navellier Performance Funds
Account Number 029 385770

AFTER INSTRUCTING YOUR BANK TO TRANSFER MONEY BY WIRE, YOU MUST
TELEPHONE THE FUND AT (800) 622-1386 OR (301) 657-1510 BETWEEN 8:30 A.M. AND
4:00 P.M. NEW YORK TIME AND TELL US THE AMOUNT YOU TRANSFERRED AND THE NAME
OF THE BANK SENDING THE TRANSFER. YOUR BANK MAY CHARGE A FEE FOR SUCH
SERVICES. IF THE PURCHASE IS CANCELLED BECAUSE YOUR WIRE TRANSFER IS NOT
RECEIVED, YOU MAY BE LIABLE FOR ANY LOSS THE FUND MAY INCUR.

Such wire should identify the name of the Portfolio, the account number,
the order number (if available), and your name.

<PAGE>

TO INVEST BY AUTOMATIC MONTHLY INVESTMENT PLAN:

Shareholders may make automatic monthly purchases of a Portfolio's
shares by executing an automatic monthly withdrawal application authorizing
his/her/its bank to transfer money from his/her/its checking account to the
Transfer Agent for the automatic monthly purchase of shares of the Portfolio
for the shareholder. There is no charge by the Portfolio for this automatic
monthly investment plan and the shareholder can discontinue the service at
any time.

GENERAL PURCHASING INFORMATION

Each of the existing Portfolios of the Fund has established a minimum
initial investment of $2,000 ($500 in the case of IRA and other retirement
plans or qualifying group plans) and $100 for subsequent investments in any
Portfolio. Orders for shares may be made by mail by completing the Account
Application included with this Prospectus and mailing the completed
application and the payment for shares to the Transfer Agent. Documentation
in addition to the information required by the Account Application may be
required when deemed appropriate by the Fund and/or the Transfer Agent and
the Account Application will not be deemed complete until such additional
information has been received. The Fund reserves the right to not accept an
applicant's proposed investment in any of the Fund's shares.

VALUATION OF SHARES

The net asset value of the shares of each Portfolio of the Fund are
determined once daily as of 4 p.m. New York Time, on days when the New York
Stock Exchange is open for trading. In the event that the New York Stock
Exchange or the national securities exchanges on which Portfolio stocks are
traded adopt different trading hours on either a permanent or temporary
basis, the Trustees of the Fund will reconsider the time at which net asset
value is to be computed. The net asset value is determined by adding the
values of all securities and other assets of the Portfolio, subtracting
liabilities, and dividing by the number of outstanding shares of the
Portfolio. The price at which a purchase is effected is based on the next
calculation of net asset value after the order is received.

In determining the value of the assets of each Portfolio, the securities
for which market quotations are readily available are valued at market value.
Debt securities (other than short-term obligations) are normally valued on
the basis of valuations provided by a pricing service when such prices are
believed to reflect the fair value of such securities. All other securities
and assets are valued at their fair value as determined in good faith by the
Trustees, although the actual calculations may be made by persons acting
pursuant to the direction of the Trustees.

<PAGE>

REDEMPTION OF SHARES

GENERAL

A shareholder may redeem shares of each Portfolio at the net asset value
next determined after receipt of a notice of redemption in accordance with
the procedures set forth below and compliance with the further redemption
information and/or additional documentation requirements described in this
Section. As used in this Prospectus, the term "business day " refers to
those days on which stock exchanges trading stocks held by the Fund are open
for business. The Fund may change the following procedures at its discretion.

The shareholder will not be credited with dividends on those shares
being redeemed for the day on which the shares are redeemed by the Portfolio
(but will be credited with dividends on the day such shares were purchased).
A check for the proceeds of redemption will normally be mailed within seven
days of receipt of any redemption request received by the Transfer Agent. If
shares to be redeemed were purchased by check, the Fund may delay transmittal
of redemption proceeds only until such times as it is reasonably assured that
good payment has been collected for the purchase of such shares, which may be
up to 15 days from purchase date. Such delays can be avoided by wiring
Federal Funds in effecting share purchases.

If a shareholder wishes to redeem his or her entire shareholdings in a
Portfolio, he or she will receive, in addition to the net asset value of
shares, all declared but unpaid dividends thereon. The net asset value of
the shares may be more or less than a shareholder's cost depending on the
market value of the Portfolio securities at the time of the redemption.

REDEMPTION BY MAIL

A shareholder may redeem shares by mail on each day that the New York
Stock Exchange is open by submitting a written redemption request to:

The Navellier Performance Funds
c/o Rushmore Trust & Savings, FSB
4922 Fairmont Avenue
Bethesda, MD 20814

The request for redemption should include the name of the Portfolio, the
account name and number, and should be signed by all registered owners of the
shares in the exact names in which they are registered. Each request should
specify the number or dollar amount of shares to be redeemed or that all
shares in the account are to be redeemed.

REDEMPTIONS BY TELEPHONE

If you have indicated on your Account Application that you wish to
establish telephone redemption privileges, you may redeem shares by calling
the Transfer Agent at 1-800-622-1286 by 4:00 p.m. New York Time on any day
the New York Stock Exchange is open for business.

<PAGE>

If any account has more than one owner, the Transfer Agent may rely on
the instructions of any one owner. Each Portfolio of the Fund employs
reasonable procedures in an effort to confirm the authenticity of telephone
instructions, which may include giving some form of personal identification
prior to acting on the telephone instructions. If these procedures are not
followed, the Fund and the Transfer Agent may be responsible for any losses
because of unauthorized or fraudulent instructions. By requesting telephone
redemption privileges, you authorize the Transfer Agent to act upon any
telephone instructions it believes to be genuine, (1) to redeem shares from
your account and (2) to mail or wire transfer the redemption proceeds. You
cannot redeem shares by telephone until 30 days after you have notified the
Transfer Agent of any change of address.

Telephone redemption is not available for shares held in IRAs. Each
Portfolio may change, modify, or terminate its telephone redemption services
at any time upon 30 days' notice.

FURTHER REDEMPTION INFORMATION

Additional documentation (i.e., signature guarantee for redemptions in
excess of $1,000 or verification identification when redemption is by
telephone) regarding a redemption by any means may be required when deemed
appropriate by the Fund and/or the Transfer Agent, and the request for such
redemption will not be considered to have been received in proper form until
such additional documentation has been received. An investor should contact
the Fund or the Transfer Agent to inquire what, if any, additional
documentation may be required.

The Fund reserves the right to modify any of the methods of redemption
upon 30 days' written notice to shareholders.

Due to the high cost of maintaining accounts of less than $2,000 ($500
for IRA or other qualifying plan accounts), the Fund reserves the right to
redeem shares involuntarily in any such account at their then current net
asset value. Shareholders will first be notified and allowed 30 days to make
additional share purchases to bring their accounts to more than $2,000 ($500
for IRA or other qualifying plan accounts). An account will not be redeemed
involuntarily if the balance falls below $2,000 ($500 for IRA or other
qualifying plan accounts) by virtue of fluctuations in net asset value rather
than through investor redemptions.

Under certain circumstances (i.e., when the applicable exchange is
closed or trading has been restricted, etc.), the right of redemption may be
suspended or the redemption may be satisfied by distribution of portfolio
securities rather than cash if a proper election pursuant to Rule 18F-1 of
the Investment Company Act has been made by the Fund. Information as to
those matters is set forth in the Statement of Additional Information.

Investors may redeem their shares and instruct the Fund or Transfer
Agent, in writing or by telephone, to either deposit the redemption proceeds
in the money market mutual fund - Fund for Government Investors, Inc. - a
regulated investment company custodied by Rushmore Trust & Savings, FSB,
pending further instructions as to the investor's desire to subsequently
reinvest in the Fund or the investor may direct some other disposition of
said redemption proceeds.

<PAGE>

OPTION TO MAKE SYSTEMATIC WITHDRAWALS

The owner of $25,000 or more worth of the shares of any Portfolio may
provide for the payment from his/her account of any requested dollar amount
(but not less than $1,000) to him/her or his/her designated payee monthly,
quarterly, or annually. Shares will be redeemed on the last business day of
each month. Unless otherwise instructed, the Transfer Agent will mail checks
to the shareholder at his/her address of record. A sufficient number of
shares will be redeemed to make the designated payment.

<PAGE>

CERTAIN SERVICES PROVIDED TO SHAREHOLDERS

STATEMENTS OF ACCOUNT

Statements of Account for each Portfolio will be sent to each
shareholder at least quarterly.

DIVIDEND ELECTION

A shareholder may elect to receive dividends in shares or in cash. If
no election is made, dividends will automatically be credited to a
shareholder's account in additional shares of the Portfolio to which such
dividend relates.

EXCHANGE PRIVILEGES

Shares of each Portfolio in this Fund may be exchanged for one another at
net asset value. Exchanges among portfolios of the Fund may be made only in
those states where such exchanges may legally be made. The total value of shares
being exchanged must at least equal the minimum investment requirement of the
Portfolio into which they are being exchanged. Exchanges are made based on the
net asset value next determined of the shares involved in the exchange. Only
one exchange in any 30-day period is permitted. The Fund reserves the right to
restrict the frequency or otherwise modify, condition, terminate, or impose
charges upon the exchange, upon 60 days' prior written notice to shareholders.
Exchanges between Portfolios will be subject to a $5 exchange fee after five (5)
exchanges per year. There is a limit of ten (10) exchanges per year. Exchanges
will be effected by the redemption of shares of the Portfolio held and the
purchase of shares of the other Portfolio. For federal income tax purposes, any
such exchange constitutes a sale upon which a gain or loss, if any, may be
realized, depending upon whether the value of the shares being exchanged is more
or less than the shareholder's adjusted cost basis. For this purpose, however,
a shareholder's cost basis may not include the sales charge, if any, if the
exchange is effectuated within 90 days of the acquisition of the shares.
Shareholders wishing to make an exchange should contact the Transfer Agent.
Exchange requests in the form required by the Transfer Agent and received by the
Transfer Agent prior to 4:00 p.m. New York Time will be effected at the next
determined net asset value.

<PAGE>

ADDITIONAL INFORMATION

The Statement of Additional Information, available upon request, without
charge from the Fund, provides a further discussion of certain sections of
the Prospectus and other information which may be of interest to certain
investors. This Prospectus and the Statement of Additional Information do not
contain all the information included in the Registration Statement filed with
the Securities and Exchange Commission with respect to the securities being
sold, certain portions of which have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The Registration
Statement, including the exhibits filed therewith, may be examined at the
office of the Securities and Exchange Commission in Washington, D.C.

Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and, in
each instance, reference is made to the Statement of Additional Information
and the copy of such contract or other document filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, each such
statement being qualified in all respects by such reference.

<PAGE>

ASSENT TO TRUST INSTRUMENT

Every Shareholder, by virtue of having purchased a Share or Interest
shall become a Shareholder and shall be held to have expressly assented and
agreed to be bound by the terms hereof.

<PAGE>

INVESTMENT ADVISOR

Navellier Management, Inc.
One East Liberty, Third Floor
Reno, NV 89501
(800) 887-8671

DISTRIBUTOR THE NAVELLIER PERFORMANCE FUNDS

Navellier Securities Corp.
One East Liberty, Third Floor
Reno, NV 89501
(800) 887-8671

INDEPENDENT AUDITORS

Tait, Weller & Baker
Certified Public Accountants
8 Penn Center Plaza, Suite 800
Philadelphia, PA 19103
(215) 979-8800

TRANSFER AGENT AND CUSTODIAN

Rushmore Trust & Savings, FSB
4922 Fairmont Avenue
Bethesda, MD 20814
(800) 622-1386

COUNSEL

Samuel Kornhauser
Law Offices of Samuel Kornhauser
155 Jackson Street, Suite 1807
San Francisco, CA 94111
(415) 981-6281

SALES INFORMATION

Navellier Securities Corp.
One East Liberty, Third Floor
Reno, NV 89501
(800) 887-8671

SHAREHOLDER INQUIRIES

Rushmore Trust & Savings, FSB
4922 Fairmont Avenue
Bethesda, MD 20814
(800) 622-1386 December __, 1997

<S> <C>
NAVELLIER NEW ACCOUNT APPLICATION FOR A RETIREMENT ACCOUNT APPLICATION CALL 800-887-8671
PERFORMANCE -------------------------------------------------------------------------------------
FUNDS 800-887-8671
MAIL APPLICATION & CHECKS TO:
The Navellier Performance Funds
c/o Rushmore Trust & Savings
4922 Fairmont Ave.
Bethesda, MD 20814
800-622-1386
- --------------------------------------- -------------------------------------------------------------------------------------

REGISTRATION 1. Individual
-----------------------------------------------------------------------
/ / Individual First Name Initial Last Name
Use lines 1 & 3

/ / Joint Account with 2. Joint Tenant
Rights of Survivor ---------------------------------------------------------------------
Lines 1, 2 & 3 First Name Initial Last Name
Rights of survivor will be applied unless otherwise indicated
/ / Joint Account with
Tenancy in Common 3. Social Security No. Date of Birth
Lines 1, 2 & 3 ---------------------------------- -------------
S.S.# to be used for tax purposes
/ / Gift to Minor 4. Uniform Gift to Minor
Lines 4 & 5 ------------------------------------------------------------
OR Custodian's Name / State
/ / Corporations, 5.
Partnerships, ----------------------------------------------------------------------------------
Trusts & Others Minor's Name Minor's Social Security No. Date of Birth
Lines 6 & 7 6.
----------------------------------------------------------------------------------
Name of Corporation or Entity Tax ID Number

7. Registration Type: ___ Corporation ___ Partnership
___ Unincorporated Association ___ Trust - Date of Trust _______________

Please include a copy of the first and last pages of your trust agreement.
- --------------------------------------- -------------------------------------------------------------------------------------
MAILING ADDRESS Street or P.O. Box
------------------------------------------------------------------
COMPLETE IF DIFFERENT FROM City State Zip
ABOVE ADDRESS LABEL --------------------------------- ------------ -------------------

Telephone: Home Work
-------------------------------- -----------------------------
Your Residency: / / U.S. / / Resident Alien / / Non-Resident Alien

Specify Country
- --------------------------------------- ----------------------------------------------------------------------

<PAGE>
- --------------------------------------- -------------------------------------------------------------------------------------
Portfolio Amount
INVESTMENT --------- ------

MAKE CHECK PAYABLE TO: / / Navellier Aggressive Growth Portfolio $_____________
THE NAVELLIER PERFORMANCE / / Navellier Mid Cap Growth Portfolio $_____________
FUNDS / / Navellier Aggressive Small Cap Portfolio $_____________
/ / Navellier Small Cap Value Portfolio $_____________
/ / Navellier Large Cap Growth Portfolio $_____________
/ / Navellier Large Cap Value Portfolio $_____________
/ / Navellier International Equity Portfolio $_____________
/ / Navellier Aggressive Small Cap Equity Portfolio $_____________

/ / By check $ / / By wire $
------------------ ------------------------------

From Account No.
--------------------------------------------------------------------
Minimum initial investment is $2,000 ($500 for IRAs, call 800-887-8671 for an IRA
application). Make checks payable to The Navellier Performance Funds. Call
800-622-1386 for wiring instructions or see the prospectus.

- --------------------------------------- -------------------------------------------------------------------------------------
DIVIDENDS / / Reinvest dividends and capital gains.
AND CAPITAL GAINS / / Reinvest dividends, pay capital gains.
DISTRIBUTIONS / / Pay dividends and capital gains in cash.
/ / Pay dividends, reinvest capital gains.

All dividends and capital gains distributions will be reinvested if no box is checked.
All distributions will be reinvested if a withdrawal plan is elected.
- --------------------------------------- -------------------------------------------------------------------------------------
INVESTOR FINANCIAL
& INVESTMENT INFO.
REQUIRED BY NASD Annual Income: $ Net Worth: $
------------------------- -------------------------
Investment Objective: / / Growth / / Value
- --------------------------------------- -------------------------------------------------------------------------------------
SHAREHOLDER Telephone/Expedited Redemption - PLEASE CHECK ALL THAT APPLY. These privileges are
PRIVILEGES subject to the terms set forth in the Prospectus.
/ / Yes, I would like to be able to redeem shares by telephone.
/ / Deposit redemption proceeds in the money market mutual fund, Fund for Government
Investors, Inc., custodied by Rushmore Trust & Savings, FSB.
/ / Wire redemption proceeds to:
Name of Bank

-------------------------------------- ----------------------------------------
Type of Account Account Number
/ / Mail a check to my address indicated above.
- --------------------------------------- -------------------------------------------------------------------------------------
SYSTEMATIC / / YES A Systematic Withdrawal Plan is available for accounts with an underlying share
WITHDRAWAL / / NO value of $25,000 or more.
PLAN If this plan is elected, all distributions will be automatically reinvested.
Minimum withdrawal is $1,000.
OPTIONAL
Amount of payment $
-------------------------
Payments made: / / Monthly / / Quarterly / / Annually
Payments to commence the 2nd business day of:
--------------------------
Month, Year
If checks are to be sent to another address or paid to someone other than the
registered owner shown on application, please provide the following:

Name:
--------------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------------
- --------------------------------------- -------------------------------------------------------------------------------------
<PAGE>

- --------------------------------------- -------------------------------------------------------------------------------------
BROKER Firm
INFORMATION --------------------------------------------------------------------------------

IF SHARES ARE BEING PURCHASED Mailing Address City
THROUGH A SERVICE AGENT, -------------------------------------------- ------------------
AGENT SHOULD COMPLETE THIS State Zip Phone
SECTION. --------------------------------------- --------------- -----------

Dealer Code Office Code Rep. Number
--------------------- -------------- -----------
Agent Name Agent Signature:
------------------------------- ------------------------
- --------------------------------------- -------------------------------------------------------------------------------------
SIGNATURES I/We authorize Rushmore Trust & Savings, FSB, as custodian and transfer agent for
& CERTIFICATION The Navellier Performance Funds, to honor any requests made in accordance with the
terms of this application, and I/we further affirm that, subject to any limitations
Confirmation of Account imposed by applicable law, neither Rushmore Trust & Savings, FSB, nor The Navellier
Establishment: Soon after all Performance Funds shall be held liable by me/us for any loss, liability, cost, or
essential items are received by the expense for acting in accordance with this application, or any section thereof. I/We
custodian, a confirmation statement(s) understand that all of the shareholder options described in this application are
showing account number(s), amount subject to the terms set forth in the Prospectus.
received, shares purchased, and price
paid per share will be sent to the I/WE CERTIFY THAT WE HAVE FULL RIGHT, POWER, AUTHORITY, AND LEGAL CAPACITY TO
registered shareholder. PURCHASE AND REDEEM SHARES AND AFFIRM THAT I/WE HAVE RECEIVED AND READ THE PROSPECTUS,
AGREE TO ITS TERMS, AND HAVE NOT RELIED ON OR MADE MY/OUR DECISION TO INVEST IN THE
Subsequent Payments: A new NAVELLIER PERFORMANCE FUNDS ON ANY WRITTEN OR ORAL INFORMATION OTHER THAN THE WRITTEN
application need not be submitted INFORMATION CONTAINED IN THE PROSPECTUS, REGISTRATION STATEMENT AND STATEMENT OF
with additional payments to an ADDITIONAL INFORMATION. Under penalties of perjury, I/we certify (i) that the number
existing account if a current applica- shown on this form is my/our correct Social Security Number or Taxpayer Identification
tion is on file with the custodian. Number and (ii) that (1) I/we are not subject to backup withholding either because
Subsequent purchases should be iden- I/we have not been notified by the Internal Revenue Service that I/we are subject to
tified by account number and account backup withholding as a result of a failure to report all interest or dividends, or
registration name. (2) the IRS has notified me/us that I am/we are no longer subject to backup
withholding. IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
BACKUP WITHHOLDING STRIKE OUT PHRASE (2) ABOVE.

X
---------------------------------------------------------------
Signature as it appears on Line No. 1 Date

X
--------------------------------------------------------------
Joint Signature (if applicable) Date
</TABLE>
<PAGE>

PART B

THE NAVELLIER PERFORMANCE FUNDS

STATEMENT OF ADDITIONAL INFORMATION

DATED DECEMBER __, 1997

This Statement of Additional Information, which is not a prospectus, should
be read in conjunction with the Prospectus of The Navellier Performance Funds
(the "Fund"), dated December __, 1997, a copy of which Prospectus may be
obtained, without charge, by contacting the Fund, at its mailing address c/o
Navellier Securities, Corp., One East Liberty, Third Floor, Reno, Nevada 89501;
Tel: 1-800-887-8671.

TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY. . . . . . . . . . . . . . . . . . . . . 1

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . 1

TRUSTEES AND OFFICERS OF THE FUND. . . . . . . . . . . . . . . . . . . . 6

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . 9

THE INVESTMENT Advisor, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . .10

BROKERAGE ALLOCATION AND OTHER PRACTICES . . . . . . . . . . . . . . . .17

CAPITAL STOCK AND OTHER SECURITIES . . . . . . . . . . . . . . . . . . .19

PURCHASE, REDEMPTION, AND PRICING OF SHARES. . . . . . . . . . . . . . .20

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

UNDERWRITERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . .26

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .28

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

<PAGE>

GENERAL INFORMATION AND HISTORY

The Fund is a business trust company organized under the laws of the State
of Delaware on October 17, 1995.

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT POLICIES. The investment objectives and policies of each
Portfolio are described in the "Investment Objectives and Policies" section of
the Prospectus. The following general policies supplement the information
contained in that section of the Prospectus.

CERTIFICATES OF DEPOSIT. Certificates of deposit are generally short-term,
interest-bearing, negotiable certificates issued by banks or savings and loan
associations against funds deposited in the issuing institution.

TIME DEPOSITS. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received.

BANKER'S ACCEPTANCES. A banker's acceptance is a time draft drawn on a
commercial bank by a borrower usually in connection with an international
commercial transaction (to finance the import, export, transfer, or storage of
goods). The borrower, as well as the bank, is liable for payment, and the bank
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.

COMMERCIAL PAPER. Commercial paper refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a maturity at the
time of issuance not exceeding nine months.

CORPORATE DEBT SECURITIES. Corporate debt securities with a remaining
maturity of less than one year tend to become liquid and can sometimes be traded
as money market securities.

UNITED STATES GOVERNMENT OBLIGATIONS. Securities issued or guaranteed as
to principal and interest by the United States government include a variety of
Treasury securities, which differ only in their interest rates, maturities, and
times of issuance. Treasury bills have a maturity of one year or less.
Treasury notes have maturities of one to seven years, and Treasury bonds
generally have a maturity of greater than five years.

1
<PAGE>

Agencies of the United States government which issue or guarantee
obligations include, among others, export-import banks of the United States,
Farmers' Home Administration, Federal Housing Administration, Government
National Mortgage Association, Maritime Administration, Small Business
Administration, the Defense Security Assistance Agency of the Department of
Defense, and the Tennessee Valley Authority. Obligations of instrumentalities
of the United States government include securities issued or guaranteed by,
among others, the Federal National Mortgage Associates, Federal Intermediate
Credit Banks, Banks for Cooperatives, and the United States Postal Service.
Some of the securities are supported by the full faith and credit of the United
States government; others are supported by the right of the issuer to borrow
from the Treasury, while still others are supported only by the credit of the
instrumentality.

In connection with the International Equity Portfolio's investment in
securities or common stocks of foreign issuers, the International Equity
Portfolio may invest in Index Futures of foreign countries while the Sub-advisor
seeks favorable terms from brokers to effect transactions in common stocks
selected for purchase. The International Equity Portfolio may also invest in
Index Futures when the Sub-advisor believes that there are not enough attractive
common stocks available to maintain the standards of diversity and liquidity set
for the International Equity Portfolio pending investment in such stocks when
they do become available. Through the use of Index Futures, the International
Equity Portfolio may maintain a portfolio with diversified risk without
incurring the substantial brokerage costs which may be associated with
investment in multiple issuers. This may permit the International Equity
Portfolio to avoid potential market and liquidity problems (e.g., driving up or
forcing down the price by quickly purchasing or selling shares of a portfolio
security) which may result from increases or decreases in positions already held
by the International Equity Portfolio. Certain provisions of the Internal
Revenue Code may limit this use of Index Futures. The International Equity
Portfolio may also invest in Index Futures in order to hedge its equity
positions.

INVESTMENT RESTRICTIONS. The Fund's fundamental policies as they affect a
Portfolio cannot be changed without the approval of a vote of a majority of the
outstanding securities of such Portfolio. A proposed change in fundamental
policy or investment objective will be deemed to have been effectively acted
upon with respect to any Portfolio if a majority of the outstanding voting
securities of that Portfolio votes for the matter. Such a majority is defined
as the lesser of (a) 67% or more of the voting shares of the Fund present at a
meeting of shareholders of the Portfolio, if the holders of more than 50% of the
outstanding shares of the Portfolio are present or represented by proxy or
(b) more than 50% of the outstanding shares of the Portfolio. For purposes of
the following restrictions (except the

2
<PAGE>

percentage restrictions on borrowing and illiquid securities -- which percentage
must be complied with) and those contained in the Prospectus: (i) all
percentage limitations apply immediately after a purchase or initial investment;
and (ii) any subsequent change in any applicable percentage resulting from
market fluctuations or other changes in the amount of total assets does not
require elimination of any security from the Portfolio.

The following investment restrictions are fundamental policies of the
Fund with respect to all Portfolios (unless otherwise specified below) and
may not be changed except as described above. The various Portfolios of the
Fund except as otherwise specified herein may not:

1. Purchase any securities on margin (except the International Equity
Portfolio which may invest in stock index futures and currency futures
transactions); PROVIDED, HOWEVER, that the Portfolios of the Fund may obtain
short-term credit as may be necessary for the clearance of purchases and
sales of securities. The International Equity Portfolio may also, as noted
in the Prospectus under the heading "Investing in Securities of Foreign
Issuers" purchase Stock Index Futures and currency futures contracts on a
limited basis.

2. Make cash loans, except that the Fund may purchase bonds, notes,
debentures, or similar obligations which are customarily purchased by
institutional investors whether publicly distributed or not.

3. Make securities loans, except that the Fund may make loans of the
portfolio securities of any Portfolio, provided that the market value of the
securities subject to any such loans does not exceed 33-1/3% of the value of the
total assets (taken at market value) of such Portfolio.

4. Make investments in real estate or commodities or commodity contracts,
including futures contracts, although the Fund may purchase securities of
issuers which deal in real estate or commodities although this is not a primary
objective of the Portfolio. The International Equity Portfolio may, as
necessary, invest in futures contracts including Stock Index Futures and
currency futures contracts.

5. Invest in oil, gas, or other mineral exploration or development
programs, although the Fund may purchase securities of issuers which engage in
whole or in part in such activities.

6. Purchase securities of companies for the purpose of exercising
management or control.

7. Participate in a joint or joint and several trading account in
securities.

8. Issue senior securities or borrow money, except that the Fund may
(i) borrow money only from banks for any Portfolio for temporary or emergency
(not leveraging)

3
<PAGE>

purposes, including the meeting of redemption requests, that might otherwise
require the untimely disposition of securities, provided that any such borrowing
does not exceed 10% of the value of the total assets (taken at market value) of
such Portfolio, and (ii) borrow money only from banks for any Portfolio for
investment purposes, provided that (a) after each such borrowing, when added to
any borrowing described in clause (i) of this paragraph, there is an asset
coverage of at least 300% as defined in the Investment Company Act of 1940, and
(b) is subject to an agreement by the lender that any recourse is limited to the
assets of that Portfolio with respect to which the borrowing has been made. As
an operating policy, no Portfolio may invest in portfolio securities while the
amount of borrowing of the Portfolio exceeds 5% of the total assets of such
Portfolio.

9. Pledge, mortgage, or hypothecate the assets of any Portfolio to an
extent greater than 10% of the total assets of such Portfolio to secure
borrowings made pursuant to the provisions of Item 8 above.

10. Purchase for any Portfolio "restricted securities" (as defined in
Rule 144(a)(3) of the Securities Act of 1933), if, as a result of such purchase,
more than 10% of the net assets (taken at market value) of such Portfolio would
then be invested in such securities nor will the Fund invest in illiquid or
unseasoned securities if as a result of such purchase more than 5% of the net
assets of such portfolio would be invested in either illiquid or unseasoned
securities.

11. Invest more than 10% of the Aggressive Growth Portfolio's or of the
Large Cap Growth Portfolio's assets in the securities of any single company or
25% or more of any portfolio's total assets in a single industry; invest more
than 5% of the assets of the Mid Cap Growth Portfolio, the Aggressive Small Cap
Portfolio, the Small Cap Value Portfolio, the Large Cap Value Portfolio and the
International Equity Portfolio in securities of any single issuer.

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values of portfolio securities or amount of net assets shall
not be considered a violation of the restrictions, except as to the 5%, 10% and
300% percentage restrictions on borrowing specified in Restriction Number 8
above.

PORTFOLIO TURNOVER. Each Portfolio has a different expected annual rate of
portfolio turnover which is calculated by dividing the lesser of purchases or
sales of portfolio securities during the fiscal year by the monthly average of
the value of the Portfolio's securities (excluding from the computation all
securities, including options, with maturities at the time of acquisition of one
year or less). A high rate of portfolio turnover generally involves
correspondingly greater expenses to the Portfolio, including brokerage
commission expenses, dealer mark-ups, and other transaction costs on the sale of
securities, which must be borne directly by the Portfolio. Turnover rates may
vary greatly from year to year as well as within a particular year and may also
be affected by cash requirements for redemptions of

4
<PAGE>

each Portfolio's shares and by requirements which enable the Fund to receive
certain favorable tax treatment. The portfolio turnover rate for the Navellier
Aggressive Growth Portfolio for the period January 1, 1996 through December 31,
1996 was 169%. Because the Navellier Mid Cap Growth Portfolio, the Navellier
Aggressive Small Cap Portfolio, the Navellier Small Cap Value Portfolio, the
Navellier Large Cap Growth Portfolio, the Navellier Large Cap Value Portfolio,
the Navellier International Equity Portfolio and the Navellier Aggressive Small
Cap Equity Portfolio are new fund portfolios which have not been in operation
for a year, no actual turnover rates can be given at this time. The Fund
will attempt to limit the annual portfolio turnover rate of each Portfolio to
300% or less, however, this rate may be exceeded if in the Investment
Advisor's discretion securities are or should be sold or purchased in order
to attempt to increase the Portfolio's performance. In Wisconsin an annual
portfolio turnover rate of 300% or more is considered a speculative activity
and under Wisconsin statutes could involve relatively greater risks or costs
to the Fund.

5
<PAGE>
TRUSTEES AND OFFICERS OF THE FUND

The following information, as of October 31, 1997, is provided with respect
to each trustee and officer of the Fund:

POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS REGISTRANT AND ITS AFFILIATES DURING PAST FIVE YEARS
- ---------------- ----------------------------- ----------------------

<S> <C> <C>
Louis Navellier(1) Trustee and President of The Mr. Navellier is and has been
One East Liberty Navellier Performance Funds. the CEO and President of Navellier
Third Floor Mr. Navellier is also the CEO, & Associates Inc., an investment
Reno, NV 89501 President, Secretary, and Treasurer management company since 1988;
of Navellier Management, Inc., a CEO and President of Navellier
Delaware corporation which is the Management, Inc., an investment
Investment Advisor to the Fund. management company since May 10,
Mr. Navellier is also CEO, President, 1993; CEO and President of Navellier
Secretary, and Treasurer of Navellier International Management, Inc.,
Securities Corp., the principal an investment management company,
underwriter of the Fund's shares. since May 10, 1993; CEO and President
of Navellier Securities Corp. since
May 10, 1993; CEO and President of
Navellier Fund Management, Inc., an
investment management company, since
November 30, 1995; and has been publisher
and editor of MPT Review from August 1987
to the present and was publisher and editor
of the predecessor investment advisory
newsletter OTC Insight, which he began in
1980 and wrote through July 1987.

Arnold Langsen(2) Trustee (however, Professor Langsen Professor Langsen is Professor Emeritus
The Langsen Group, Inc. is the President and a shareholder of of Financial Economics, School of
of California The Langsen Group, Inc. of California, Business, California State University
637 Silver Lake Dr. which corporation provides consulting at Hayward (1973-1992); Visiting
Danville, CA 94526 services to Navellier & Associates Professor, Financial Economics,
Inc.) University of California at Berkeley
(1984-1987).

Barry Sander Trustee Currently the President and CEO of Ursa
695 Mistletoe Rd., #2 Major Inc., a stencil manufacturing firm
Ashland, OR 97520 and has been for the past eight years.

Joel Rossman Trustee Currently President and CEO of Personal
Personal Stamp Stamp Exchange, Inc., a manufacturer,
Exchange, Inc. designer and distributor of rubber
360 Sutton Place stamp products. He has been President
Santa Rosa, CA and CEO of Personal Stamp Exchange
95407 for the past 10 years.

</TABLE>

6
<PAGE>

Jacques Delacroix Trustee Professor of Business Administration,
University of Leavy School of Business, Santa Clara
Santa Clara University (1983-present)
Santa Clara, CA

Arjen Kuyper Treasurer

</TABLE>

- ------------------------------
(1) This person is an interested person affiliated with the Investment Advisor.
(2) This person, although technically not an interested person affiliated with
the Investment Advisor, does own a company which provides consulting services to
Navellier & Associates Inc., a company owned by Louis Navellier.

7
<PAGE>

OFFICERS

The officers of the Fund are affiliated with the Investment Advisor and
receive no salary or fee from the Fund. The Fund's disinterested Trustees are
each compensated by the Fund with an annual fee, payable quarterly (calculated
at an annualized rate), of $7,500. The Trustees' fees may be adjusted according
to increased responsibilities if the Fund's assets exceed one billion dollars.
In addition, each disinterested Trustee receives reimbursement for actual
expenses of attendance at Board of Trustees meetings.

The Fund does not expect, in its current fiscal year, to pay aggregate
remuneration in excess of $60,000 for services in all capacities to any
(a) Trustee, (b) officer, (c) affiliated person of the Fund (other than the
Investment Advisor), (d) affiliated person of an affiliate or principal
underwriter of the Fund, or (e) all Trustees and officers of the Fund as a
group.

The Board of Trustees is permitted by the Fund's By-Laws to appoint an
advisory committee which shall be composed of persons who do not serve the Fund
in any other capacity and which shall have no power to dictate corporate
operations or to determine the investments of the Fund. The Fund currently has
no advisory committee.

- --------------------------------------------------------------------------------
REMUNERATION TABLE
- --------------------------------------------------------------------------------
Name Capacity In Which Aggregate
Remuneration Received Remuneration
From
Registrant and
Fund Complex
for the fiscal
year ended
December 31,
1996
- --------------------------------------------------------------------------------
Louis G. Navellier Trustee, President, $ 0.00
Chief Executive Officer,
and Treasurer
- --------------------------------------------------------------------------------
Barry Sander Trustee $ 7,500.00(1)
- --------------------------------------------------------------------------------
Arnold Langsen Trustee $ 0.00
- --------------------------------------------------------------------------------
Joel Rossman Trustee $ 7,500.00(1)
- --------------------------------------------------------------------------------
Jacques Delacroix Trustee $ 7,500.00(1)
- --------------------------------------------------------------------------------

(1) Includes $7,500 annual salary and any reimbursement for out-of-pocket
expenses. There were no out of pocket expense for fiscal 1996.

8
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On October 17, 1995, in order to fulfill the requirements of
Section 14(a)(1) of the Investment Company Act of 1940, one hundred
percent (100%) of the issued and outstanding shares of the only
existing Portfolio of the Fund was purchased by Louis Navellier under
a subscription agreement dated October 17, 1995. Such subscription
for acquisition was made for an aggregate of $100,000 allocated 100%
for the Navellier Aggressive Growth Portfolio (to purchase 10,000
shares). Louis Navellier is no longer a control person of the Fund or
of any Portfolio.

9
<PAGE>

THE INVESTMENT ADVISOR, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT

(a) THE INVESTMENT ADVISOR

The offices of the Investment Advisor (Navellier Management,
Inc.) are located at One East Liberty, Third Floor, Reno, Nevada
89501. The Investment Advisor began operation in May 1993 and only
advises this Fund and The Navellier Series Fund.

(i) The following individuals own the enumerated shares of
outstanding stock of the Investment Advisor and, as a result,
maintain control over the Investment Advisor:

Shares of Outstanding Stock Percentage of
Name of the Investment Advisor Outstanding Shares
- ---- ------------------------- ------------------

Louis G. Navellier 1,000 100%

(ii) The following individuals are affiliated with the Fund,
the Investment Advisor, and the Distributor in the following
capacities:

Name Position
- ---- --------

Louis G. Navellier Trustee and President of The Navellier
Series Fund; Director, CEO, President,
Secretary, and Treasurer of Navellier
Management, Inc.,; Director, President,
CEO, Secretary, and Treasurer of
Navellier Securities Corp.; one of the
Portfolio Managers of the Aggressive
Growth Portfolio, the Mid Cap Growth
Portfolio, the Aggressive Small Cap
Portfolio.

Alan Alpers One of the Portfolio Managers of
the Aggressive Growth Portfolio,
the Mid Cap Growth Portfolio,
the Aggressive Small Cap Portfolio.

Ram Kolluri Portfolio Manager for Global Value
Investors, Inc. - the Sub-advisor in
charge of the day-to-day investments of
the Navellier International Equity
Portfolio of The Navellier Performance
Funds.

Robert Barnes, Ph.D. Consultant to Navellier Management,
Inc., the Investment Advisor for the
Large Cap Growth Portfolio of The
Navellier Performance Funds.

10
<PAGE>

(iii) The management fees payable to the Investment Advisor
under the terms of the Investment Advisory Agreements (the "Advisory
Agreements") between the Investment Advisor and the Fund are payable
monthly and are based upon 1.25% of the Aggressive Growth Portfolio's and
of the Mid Cap Growth Portfolio's average daily net assets, 1.0% of the Small
Cap Value Portfolio's and of the International Equity Portfolio's average
daily net assets. The management fee payable to the Investment Advisor under
the terms of the Advisory Agreement applicable to the Large Cap Value
Portfolio is 0.75% of that Portfolio's average daily net assets. The
management fees payable to the Investment Advisor under the terms of the
Investment Advisory Agreements applicable to the Aggressive Small Cap
Portfolio, to the Large Cap Growth Portfolio and the Aggressive Small Cap
Equity Portfolio are 1.15% of the average daily net assets of each of those
Portfolios. The Investment Advisor has the right, but not the obligation, to
waive any portion or all of its management fee, from time to time.

The Investment Advisor pays Global Value Investors, Inc.
("Sub-advisor") an annual sub-advisory fee of 0.625% of the average
daily net assets of the International Equity Portfolio. Such
sub-advisory fee is paid by the Investment Advisor and is not paid by
the Fund or by the International Equity Portfolio. Since the
International Equity Portfolio is a newly organized portfolio, no
sub-advisory fees had been paid to Sub-advisor as of October 31, 1997.

The Investment Advisor also pays Robert Barnes a consulting fee
for consulting services and analysis of large cap securities in
connection with the Large Cap Growth Portfolio. Investment Advisor
pays Mr. Barnes an annual fee of 0.15% of the average daily net assets
of the Large Cap Growth Portfolio. Such consulting fee is paid by the
Investment Advisor and is not paid by the Fund or by the Large Cap
Growth Portfolio. Since the Large Cap Growth Portfolio is a newly
organized portfolio, no consulting fees had been paid to Mr. Barnes as
of October 31, 1997.

Navellier Management, Inc. was paid investment advisory fees for
the following Portfolios in the following amounts for the following
fiscal years:

Navellier Aggressive Growth Portfolio
-------------------------------------
December 28, 1995 - December 31, 1995 $ 10
---------
1996 $ 739,162
---------

Navellier Mid Cap Growth Portfolio
----------------------------------
November 26, 1996 - December 31, 1996 $ 1,107
---------
January 1, 1997 - June 30, 1997 $ 26,120
---------

Navellier Aggressive Small Cap Portfolio
----------------------------------------
November 26, 1996 - December 31, 1996 $ 0

11
<PAGE>

January 1, 1997 - June 30, 1997 $ 9,299
---------

Since the Small Cap Value Portfolio, the Large Cap Growth
Portfolio, the Large Cap Value Portfolio and the International Equity
Portfolio are newly organized portfolios, no investment advisory fees
have been paid to the Investment Advisor for these Portfolios as of
October 31, 1997.

The Investment Advisor has agreed to waive reimbursement of all
or a portion of the expenses advanced by it on behalf of the following
portfolios for the following years if total operating expenses exceed
the following amounts:

Portfolio Expense Limit Year(s)
--------- ------------- -------

Aggressive Growth Portfolio 2% 1997
Mid Cap Growth Portfolio 2% 1997
Aggressive Small Cap Portfolio 1.55% 1997
Small Cap Value Portfolio 1.75% 1997 & 1998
Large Cap Growth Portfolio 1.9% 1997 & 1998
Large Cap Value Portfolio 1.5% 1997 & 1998
International Equity Portfolio 1.75% 1997 & 1998
Aggressive Small Cap Equity Portfolio 1.9% 1997 & 1998

Navellier Management, Inc. waived reimbursement of all expenses it had
advanced to the Fund for fiscal year 1996. During the six month period ended
June 30, 1997, the Investment Advisor paid operating expenses of $197,795,
$36,034 and $44,152 for the Aggressive Growth Portfolio, the Mid Cap Growth
Portfolio and the Aggressive Small Cap Portfolio, respectively. Under the terms
of its operating expense agreement, the Investment Advisor requested and
received reimbursements of $109,197, $5,224 and $1,213 from the Aggressive
Growth Portfolio, Mid Cap Growth Portfolio and the Aggressive Small Cap
Portfolio, respectively.

Expenses not expressly assumed by the Investment Advisor under the Advisory
Agreement are paid by the Fund. The Advisory Agreements list examples of
expenses paid by the Fund for the account of the applicable Portfolio, the major
categories of which relate to taxes, fees to Trustees, legal, accounting, and
audit expenses, custodian and transfer agent expenses, certain printing and
registration costs, and non-recurring expenses, including litigation.

The Advisory Agreement provides that the Investment Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or its investors except for losses (i) resulting from the willful
misfeasance, bad faith, or gross negligence on its part, (ii) resulting from
reckless disregard by it of its obligations and duties under the Advisory
Agreement, or (iii) a loss for which the Investment Advisor would not be
permitted to be indemnified under the Federal Securities laws.

<PAGE>

(iv) Pursuant to an Administrative Services Agreement, the Investment
Advisor receives an annual fee of .25% of the value of the assets under
management and provides or is responsible for the provision of certain
administrative services to the Fund, including, among others, the preparation
and maintenance of certain books and records required to be maintained by the
Fund under the Investment Company Act of 1940. The Administrative Services
Agreement permits the Investment Advisor to contract out for all of its duties
thereunder; however, in the event of such contracting, the Investment Advisor
remains responsible for the performance of its obligations under the
Administrative Services Agreement. The Investment Advisor has entered into an
agreement with Rushmore Trust & Savings, FSB, to perform, in addition to
custodian and transfer agent services, some or all administrative services and
may contract in the future with other persons or entities to perform some or all
of its administrative services. All of these contracted services are and will
be paid for by the Investment Advisor out of its fees or assets.

In exchange for its services under the Administrative Services Agreement,
the Fund reimburses the Investment Advisor for certain expenses incurred by the
Investment Advisor in connection therewith but does not reimburse Investment
Advisor (over the amount of 0.25% annual Administrative Services Fee) to
reimburse it for fees Investment Advisor pays to others for administrative
services. The agreement also allows Investment Advisor to pay to its delegate
part or all of such fees and reimbursable expense payments incurred by it or its
delegate.

The Investment Advisory Agreements permit the Investment Advisor to act as
investment adviser for any other person, firm, or corporation, and designates
the Investment Advisor as the owner of the name "Navellier" or any use or
derivation of the word Navellier. If the Investment Advisor shall no longer act
as investment adviser to the Fund, the right of the Fund to use the name
"Navellier" as part of its title may, solely at the Investment Advisor's option,
be withdrawn.

The Investment Advisor advanced the Fund's organizational expenses which
were $126,000. The Fund has agreed to reimburse the Investment Advisor for the
organizational and other expenses it advances, without interest, on a date or
dates to be chosen at the sole discretion of Navellier Management, Inc., or the
Investment Advisor can elect to waive reimbursement of some or all of such
advances. No Portfolio shall be responsible for the reimbursement of more than
its proportionate share of expenses.

(b) THE DISTRIBUTOR

The Fund's Distributor is Navellier Securities Corp., a Delaware
Corporation organized and incorporated on May 10, 1993. Navellier Securities
Corp. is registered as a broker-dealer with the Securities Exchange Commission
and National Association of Securities Dealers and the various states in which
this Fund's securities will be offered for sale by Distributor and will be
registered with such agencies and governments before any Fund shares are sold by
it. The Fund's shares will be continuously distributed by Navellier

<PAGE>

Securities Corp. (the "Distributor") located at One East Liberty, Third Floor,
Reno, Nevada 89501, pursuant to a Distribution Agreement, dated October 17,
1995. The Distribution Agreement obligates the Distributor to pay certain
expenses in connection with the offering of the shares of the Fund. The
Distributor is responsible for any payments made to its registered
representatives as well as the cost in excess of the 12b-1 fee (discussed below
under "Distribution Plan") of printing and mailing Prospectuses to potential
investors and of any advertising incurred by it in connection with the
distribution of shares of the Fund.

DISTRIBUTION PLANS

THE AGGRESSIVE GROWTH PORTFOLIO DISTRIBUTION PLAN

The Aggressive Growth Portfolio has adopted a Plan pursuant to Rule 12b-1
under the 1940 Act (the "Plan"), whereby it reimburses Distributor or others in
an amount up to 0.25% per annum of the average daily net assets of the
Aggressive Growth Portfolio for expenses incurred for the promotion and
distribution of the shares of such Portfolio of the Fund, including, but not
limited to, the printing of prospectuses, statements of additional information
and reports used for sales purposes, expenses (including personnel of
Distributor) of preparation of sales literature and related expenses,
advertisements and other distribution-related expenses, including a prorated
portion of Distributor's overhead expenses attributable to the distribution of
such Portfolio Fund shares. Such payments are made monthly. The 12b-1 fee
includes, in addition to promotional activities, amounts the Aggressive Growth
Portfolio may pay to Distributor or others as a service fee to reimburse such
parties for personal services provided to shareholders of the Aggressive Growth
Portfolio and/or the maintenance of shareholder accounts. The total amount of
12b-1 fees paid for such personal services and promotional services shall not
exceed 0.25% per year of the average daily net assets of the Aggressive Growth
Portfolio. The Distributor can keep all of said 12b-1 fees it receives to the
extent it is not required to pay others for such services. Such Rule 12b-1 fees
are made pursuant to the distribution plan(s) and distribution agreements
entered into between such service providers and Distributor or the Fund
directly. Payments in excess of reimbursable expenses under the plan in any
year must be refunded. The Rule 12b-1 expenses and fees in excess of 0.25% per
year of the Aggressive Growth Portfolio's average net assets that otherwise
qualify for payment may not be carried forward into successive annual periods.
The Plan also covers payments by certain parties to the extent such payments are
deemed to be for the financing of any activity primarily intended to result in
the sale of shares issued by the Aggressive Growth Portfolio within the context
of Rule 12b-1. The Distributor was paid $147,832 in 12b-1 fees during the
twelve month period ended December 31, 1996 and was paid $109,188 in 12b-1 fees
during the six months ended June 30, 1997. The payments under the Plan are
included in the maximum operating expenses which may be borne by the Aggressive
Growth Portfolio.

Navellier Securities Corp. ("NSC") was paid $147,832 in 12b-1 fees during
fiscal 1996 and spent $362,439 for advertising, $122,912 for printing,
$47,557 for mailing (including mailing of prospectuses to other than current
shareholders), $0 to underwriters, $80,630 to compensate dealers, $0 to
compensate NSC sales and other personnel, $0 for interest and $21,968 in
other expenses during fiscal 1996.

<PAGE>

Louis Navellier, the sole owner of Navellier Management, Inc. and the sole
owner of Navellier Securities Corp., received a direct financial interest in the
operation of the 12b-1 Plan.

The Distribution Plans for The Mid Cap Growth Portfolio, the Small Cap
Value Portfolio, the Large Cap Growth Portfolio, the Large Cap Value
Portfolio and the International Equity Portfolio
--------------------------------------------------------------------------

The Mid Cap Growth Portfolio, the Small Cap Value Portfolio, the Large Cap
Growth Portfolio, the Large Cap Value Portfolio and the International Equity
Portfolio have each adopted a Plan pursuant to Rule 12b-1 under the 1940 Act
(the "Plan"), whereby each such Portfolio compensates Distributor or others in
the amount of 0.25% per annum of the average daily net assets of each such
Portfolio for expenses incurred and services rendered for the promotion and
distribution of the shares of each such Portfolio of the Fund, including, but
not limited to, the printing of prospectuses, statements of additional
information and reports used for sales purposes, expenses (including personnel
of Distributor) of preparation of sales literature and related expenses,
advertisements and other distribution-related expenses, including a prorated
portion of Distributor's overhead expenses attributable to the distribution of
each such Portfolio's Fund shares. Such payments are made monthly. Each 12b-1
fee includes, in addition to promotional activities, amounts that each such
Portfolio pays to Distributor or others as a service fee to compensate such
parties for personal services provided to shareholders of such Portfolio and/or
the maintenance of shareholder accounts. The total amount of 12b-1 fees paid
for such personal services and promotional services shall be 0.25% per year of
the average daily net assets of each such Portfolio. The Distributor can keep
all of said 12b-1 fees it receives to the extent it is not required to pay
others for such services. Such Rule 12b-1 fees are made pursuant to the
distribution plan and distribution agreements entered into between such service
providers and Distributor or each of the Portfolios directly. Each 12b-1 Plan
for each such Portfolio also covers payments by the Distributor and Investment
Advisor to the extent such payments are deemed to be for the financing of any
activity primarily intended to result in the sale of shares issued by each such
Portfolio within the context of Rule 12b-1. The payments under each such 12b-1
Plan for each Portfolio are included in the maximum operating expenses which may
be borne by each such Portfolio. Payments under each such 12b-1 Plan for each
such Portfolio may exceed actual expenses incurred by the Distributor,
Investment Advisor or others.

The Distributor was paid $221 in 12b-1 fees during the twelve month period
ended December 31, 1996 for services in connection with the Mid Cap Growth
Portfolio. From January 1, 1997 through June 30, 1997, the Distributor has been
paid $5,224 for services in connection with Mid Cap Growth Portfolio. Investors
may also be charged a transaction fee if they effect transactions in fund shares
through a broker or agent. Louis Navellier has a direct financial interest in
the operation of each of these 12b-1 Plans.

<PAGE>

Rushmore Trust & Savings, FSB, 4922 Fairmont Avenue, Bethesda, Maryland
20814, serves as the custodian of the Fund's portfolio securities and as the
Fund's transfer agent and, in those capacities, maintains certain accounting and
other records of the Fund and processes requests for the purchase or the
redemption of shares, maintains records of ownership for shareholders, and
performs certain other shareholder and administrative services on behalf of the
Fund.

(d) LEGAL COUNSEL

The Law Offices of Samuel Kornhauser is legal counsel to the Fund, to the
Investment Advisor and to the Distributor.

<PAGE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

In effecting portfolio transactions for the Fund, the Investment Advisor
adheres to the Fund's policy of seeking best execution and price, determined as
described below, except to the extent it is permitted to pay higher brokerage
commissions for "brokerage and research services," as defined herein. The
Investment Advisor may cause the Fund to pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission which another broker or dealer would have charged for effecting the
transaction if the Investment Advisor determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer or that any offset of direct
expenses of a Portfolio yields the best net price. As provided in Section 28(e)
of the Securities Exchange Act of 1934, "brokerage and research services"
include giving advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, and the availability of
securities; furnishing analysis and reports concerning issuers, industries,
economic facts and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). Brokerage and research services
provided by brokers to the Fund or to the Investment Advisor are considered to
be in addition to and not in lieu of services required to be performed by the
Investment Advisor under its contract with the Fund and may benefit both the
Fund and other clients of the Investment Advisor or customers of or affiliates
of the Investment Advisor. Conversely, brokerage and research services provided
by brokers to other clients of the Investment Advisor or its affiliates may
benefit the Fund.

If the securities in which a particular Portfolio of the Fund invests are
traded primarily in the over-the-counter market, where possible, the Fund will
deal directly with the dealers who make a market in the securities involved
unless better prices and execution are available elsewhere. Such dealers
usually act as principals for their own account. On occasion, securities may be
purchased directly from the issuer. Bonds and money market instruments are
generally traded on a net basis and do not normally involve either brokerage
commissions or transfer taxes.

The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any net
commissions and other costs paid), the efficiency with which the transaction is
effected, the ability to effect the transaction at all where a large block is
involved, the availability of the broker to stand ready to execute possibly
difficult transactions in the future, and the financial strength and stability
of the broker. Such considerations are judgmental and are weighed by the
Investment Advisor in determining the overall reasonableness of brokerage
commissions paid by the Fund. Some portfolio transactions are subject to the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.,
and subject to obtaining best prices and executions, effected through dealers
who sell shares of the Fund.

<PAGE>

The Board of Trustees of the Fund will periodically review the performance
of the Investment Advisor of its respective responsibilities in connection with
the placement of portfolio transactions on behalf of the Fund and review the
commissions paid by the Fund over representative periods of time to determine if
they are reasonable in relation to the benefits to the Fund.

The Board of Trustees will periodically review whether the recapture for
the benefit of the Fund of some portion of the brokerage commissions or similar
fees paid by the Fund on portfolio transactions is legally permissible and
advisable. At present, no recapture arrangements are in effect. The Board of
Trustees will review whether recapture opportunities are available and are
legally permissible, and, if so, will determine, in the exercise of their
business judgment, whether it would be advisable for the Fund to seek such
recapture.

<PAGE>

CAPITAL STOCK AND OTHER SECURITIES

The rights and preferences attached to the shares of each Portfolio are
described in the Prospectus. (See "Description of Shares".) The Investment
Company Act of 1940 requires that where more than one class or series of shares
exists, each class or series must be preferred over all other classes or series
in respect of assets specifically allocated to such class or series. Rule 18f-2
under the Act provides that any matter required to be submitted by the
provisions of the Investment Company Act or applicable state law, or otherwise,
to the holders of the outstanding voting securities of an investment company
such as the Fund shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each series
affected by such matter. Rule 18f-2 further provides that a series shall be
deemed to be affected by a matter unless the interests of each series in the
matter are substantially identical or that the matter does not affect any
interest of such series. However, the Rule exempts the selection of independent
public accountants, the approval of principal distribution contracts, and the
election of Trustees from the separate voting requirements of the Rule.

<PAGE>

PURCHASE, REDEMPTION, AND PRICING OF SHARES

REDEMPTION OF SHARES. The Prospectus, under "Redemption of Shares"
describes the requirements and methods available for effecting redemption. The
Fund may suspend the right of redemption or delay payment more than seven days
(a) during any period when the New York Stock Exchange or any other applicable
exchange, is closed (other than a customary weekend and holiday closing),
(b) when trading on the New York Stock Exchange, or any other applicable
exchange, is restricted, or an emergency exists as determined by the Securities
and Exchange Commission ("SEC") or the Fund so that disposal of the Fund's
investments or a fair determination of the net asset values of the Portfolios is
not reasonably practicable, or (c) for such other periods as the SEC by order
may permit for protection of the Portfolio's shareholders.

The Fund normally redeems shares for cash. However, the Board of Trustees
can determine that conditions exist making cash payments undesirable. If they
should so determine (and if a proper election pursuant to Rule 18F-1 of the
Investment Company Act has been made by the Fund), redemption payments could be
made in securities valued at the value used in determining net asset value.
There generally will be brokerage and other costs incurred by the redeeming
shareholder in selling such securities.

DETERMINATION OF NET ASSET VALUE. As described in the Prospectus under
"Purchase and Pricing of Shares - Valuation of Shares," the net asset value of
shares of each Portfolio of the Fund is determined once daily as of 4 p.m. New
York time on each day during which the New York Stock Exchange, or other
applicable exchange, is open for trading. The New York Stock Exchange is
scheduled to be closed for trading on the following days: New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. The Board of Trustees of the Exchange
reserves the right to change this schedule. In the event that the New York
Stock Exchange or the national securities exchanges on which small cap equities
are traded adopt different trading hours on either a permanent or temporary
basis, the Board of Trustees of the Fund will reconsider the time at which net
asset value is to be computed.

VALUATION OF ASSETS. In determining the value of the assets of any
Portfolio of the Fund, the securities for which market quotations are readily
available are valued at market value, which is currently determined using the
last reported sale price, or, if no sales are reported - as is the case with
many securities traded over-the-counter - the last reported bid price. Debt
securities (other than short-term obligations, i.e., obligations which have 60
days or less left to maturity, which are valued on the basis of amortized cost)
are normally valued on the basis of valuations provided by a pricing service
when such prices are believed to reflect the fair value of such securities.
Prices provided by a pricing service may be determined without exclusive
reliance on quoted prices and take into account appropriate factors such as
institution-size trading in similar groups of securities, yield, quality of
issue, trading characteristics, and other market data. All other securities and
assets are valued at their fair value as determined in good faith by the Board
of Trustees, although the actual calculations may be made by persons acting
pursuant to the direction of the Board of Trustees.

<PAGE>

TAXES

In the case of a "series fund" (that is, a regulated investment company
having more than one segregated portfolio of investments the beneficial
interests in which are owned by the holders of a separate series of stock), each
investment portfolio is treated as a separate corporation for federal income tax
purposes. The Fund will be deemed a series fund for this purpose and, thus,
each Portfolio will be deemed a separate corporation for such purpose.

Each Portfolio of the Fund intends to qualify as a regulated investment
company for federal income tax purposes. Such qualification requires, among
other things, that each Portfolio (a) make a timely election to be a regulated
investment company, (b) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities (including options and futures) or
foreign currencies, (c) derive less than 30% of its gross income from the sale
or other disposition within three months of purchase of (i) stock or securities,
(ii) options, futures, or forward contracts (other than options, futures, or
forward contracts on foreign currencies), or (iii) foreign currencies or
options, futures, or forward contracts on foreign currencies that are not
directly related to its principal business of investing in stocks or securities
(or options and futures with respect to stocks or securities), and (d) diversify
its holdings so that at the end of each fiscal quarter (i) 50% of the market
value of its assets is represented by cash, government securities, securities of
other regulated investment companies, and securities of one or more other
issuers (to the extent the value of the securities of any one such issuer owned
by the Portfolio does not exceed 5% of the value of its total assets and 10% of
the outstanding voting securities of such issuer) and (ii) not more than 25% of
the value of its assets is invested in the securities (other than government
securities and securities of other regulated investment companies) of any one
industry. These requirements may limit the ability of the Portfolios to engage
in transactions involving options and futures contracts.

If each Portfolio qualifies as a regulated investment company, it will not
be subject to federal income tax on its "investment company taxable income"
(calculated by excluding the amount of its net capital gain, if any, and by
excluding the dividends-received and net operating loss deductions) or "net
capital gain" (the excess of its long-term capital gain over its net short-term
capital loss) which is distributed to shareholders. In determining taxable
income, however, a regulated investment company holding stock on the record date
for a dividend is required to include the dividend in income on the later of the
ex-dividend date or the date of acquisition.

Dividends paid out of net investment income and net short-term capital
gains of a Portfolio will be taxable to shareholders as ordinary income
regardless of whether such distributions are reinvested in additional shares or
paid in cash. If a portion of a Portfolio's net investment income is derived
from dividends from domestic corporations, a corresponding portion of the
dividends paid out of such income may be eligible for the dividends-received
deduction. Corporate shareholders will be informed as to the portion, if any,
of dividends received by them which will qualify for the dividends-received
deduction.

<PAGE>

Dividends paid out of the net capital gain of a Portfolio that are
designated as capital gain dividends by the Fund will be taxable to shareholders
as long-term capital gains regardless of how long the shareholders have held
their shares. Such dividends will not be eligible for the dividends-received
deduction. If shares of the Fund to which such capital gains dividends are
attributable are held by a shareholder for less than 31 days and there is a loss
on the sale or exchange of such shares, then the loss, to the extent of the
capital gain dividend or undistributed capital gain, is treated as a long-term
capital loss.

All distributions, whether received in shares or cash, must be reported by
each shareholder on his federal income tax return. Taxable dividends declared
in October, November, or December of any year and payable to shareholders of
record on a specified date in such a month will be deemed to have been paid by
the Fund and received by such shareholders on December 31 of the year if such
dividend is actually paid by the Fund during January of the following year.

Any dividends paid shortly after a purchase by an investor may have the
effect of reducing the per share net asset value of the investor's shares by the
per share amount of the dividends. Furthermore, such dividends, although in
effect a return of capital, are subject to federal income taxes. Therefore,
prior to purchasing shares of the Fund, the investor should carefully consider
the impact of dividends, including capital gains distributions, which are
expected to be or have been announced.

The redemption of all or part of the shares of a series held by any
shareholder will generally be treated as a sale or exchange unless the
redemption fails to substantially reduce the shareholder's percentage ownership
interest in the related Portfolio (determined for this purpose using certain
specific rules of constructive ownership). Any redemption that does not
substantially reduce a shareholder's percentage ownership interest in a
Portfolio may be treated as a dividend.

If a redemption is treated as a sale or exchange, the shareholder will
generally recognize gain or loss measured by the difference between the
redemption price and the basis of the shares. This gain will generally be
treated as capital gain (long-term or short-term, depending upon the
shareholder's holding period for the redeemed shares).

The exchange of the shares in one Portfolio for shares in another Portfolio
will be treated as a taxable exchange for federal income tax purposes. If the
exchange occurs within 90 days of the acquisition of the original shares,
however, the shareholder's basis in the original shares will not include the
sales charge, if any, to the extent such charge does not exceed the amount that
would have been charged on the acquisition of the second-acquired shares if such
shares were acquired directly. To the extent that the sales charge, if any,
paid upon acquisition of the original shares is not taken into account in
determining the shareholder's gain or loss from the disposition of the original
shares, it is added to the basis of the newly acquired shares.

<PAGE>

On or before January 31 of each year, the Fund will issue to each person
who was a shareholder at any time in the prior year a statement of the federal
income tax status of all distributions made to such shareholder.

Shareholders who fail to provide correct taxpayer identification numbers or
fail to certify as to no loss of exemption from backup withholding or otherwise
fail to comply with applicable requirements of the law relating to backup
withholding will be subject to backup withholding with respect to dividends at
the rate of 31% unless they are corporations or come within other exempt
categories. Any amounts paid as backup withholding will be creditable against
the federal income tax liabilities of the affected shareholders. All
shareholders should consult their own tax advisers with regard to the tax
consequences applicable to their respective investments in the Fund.

The foregoing discussion relates solely to United States federal income tax
laws as applicable to United States persons (that is, citizens and residents of
the United States and domestic corporations, partnerships, trusts, and estates).
Each shareholder who is not a United States person should consult his tax
adviser regarding the United States and non-United States tax consequences of
ownership of shares, including the possibility that distributions by the Fund
may be subject to a United States withholding tax at the rate of 30% (or at a
lower rate under an applicable United States income tax treaty).

Each Portfolio will be subject to a nondeductible excise tax for any year
equal to 4% of the "required distribution" for the year over the "distributed
amount" for the year. For this purpose, the term "required distribution" means,
with respect to any year, the sum of (a) 98% of the Portfolio's "ordinary
income" (that is, its taxable income determined by excluding its net capital
gain, if any, by disallowing the dividends-received and net operating loss
deductions, and by not taking into account any capital gain or loss), (b) 98% of
its net capital gain income (that is, the excess of capital gains over capital
losses) for the one-year period ending on December 31 of the year, and (c) the
"prior year shortfall" (that is, the excess, if any, of the "grossed-up required
distribution" for the prior year over the "distributed amount" for such year).
For this purpose, the term "grossed-up required distribution" means, with
respect to any year, the required distribution for the year (determined by
including 100% of the Portfolio's ordinary income and capital gain net income)
and the term "distributed amount" means, with respect to any year, the sum of
(a) the amount of dividends-paid or deemed paid during the year, (b) any amount
on which the Portfolio is required to pay corporate tax for the year, and
(c) the excess, if any, of the distributed amount for the prior year over the
required distribution for such year.

The individual Portfolios will not be subject to tax in Delaware for any
year in which they each qualify as a regulated investment company. They may,
however, be subject to such tax for any year in which they do not so qualify and
may be subject to tax in certain other states where they are deemed to be doing
business. Moreover, distributions may be subject to state and local taxes. In
those states which have income tax laws, the tax treatment of such Portfolios
and the tax treatment of shareholders with respect to distributions may be
different from the federal income tax treatment of such persons.

<PAGE>

If more than 50% of the International Equity Portfolio's assets at fiscal
year-end is represented by debt and equity securities of foreign
corporations, the International Equity Portfolio may elect to permit
shareholders who are U.S. citizens or U.S. corporations to claim a foreign
tax credit or deduction (but not both) on their U.S. income tax returns for
their PRO RATA portion of qualified taxes paid by the International Equity
Portfolio to foreign countries. As a result, the amounts of foreign income
taxes paid by such Portfolio would be treated as additional income to
shareholders of such Portfolio for purposes of the foreign tax credit. Each
such shareholder would include in gross income from foreign sources its PRO
RATA share of such taxes. Certain limitations imposed by the Internal Revenue
Code may prevent shareholders from receiving a full foreign tax credit or
deduction for their allocable amount of such taxes.

The foregoing is a general summary of the federal income tax consequences
of investing in the Fund to shareholders who are U.S. citizens or U.S.
corporations. Shareholders should consult their own tax advisors about the
tax consequences of an investment in the Fund in light of each shareholder's
particular tax situation. Shareholders should also consult their own tax
advisors about consequences under foreign, state, local or other applicable
tax laws.

<PAGE>

UNDERWRITERS

The Fund's shares will be continuously distributed through Navellier
Securities Corp. (the "Distributor") located at One East Liberty, Third Floor,
Reno, Nevada 89501, pursuant to a distribution agreement dated October 17, 1995.
The Distributor has been selling this Fund's shares since December 28, 1995.

The Distributor acts as the sole principal underwriter of the Fund's
shares. Through a network established by the Distributor, the Fund's shares may
also be sold through selected investment brokers and dealers. For a description
of the Distributor's obligations to distribute the Fund's securities, see "The
Investment Advisor, Distributor, Custodian and Transfer Agent - Distributor."

The following table sets forth the remuneration received by Navellier
Securities Corp. ("NSC"), the Distributor, (which is wholly owned by Louis
Navellier) for the following years:

Underwriting
Discounts and Compensation Brokerage Other
Year Commissions on Redemptions Commissions Compensation*
---- ----------- -------------- ----------- -------------

<S> <C> <C> <C> <C>
1995 $ 0 $ 0 $ 0 $ 0
1996 $ 0 $ 0 $ 0 $147,832
January 1, 1997
- June 30, 1997 $ 0 $ 0 $ 0 $109,188
</TABLE>

* These "other compensation" amounts are 12b-1 fees paid to NSC.

<PAGE>

CALCULATION OF PERFORMANCE DATA

Performance information for each Portfolio may appear in advertisements,
sales literature, or reports to shareholders or prospective shareholders.
Performance information in advertisements and sales literature may be expressed
as total return on the applicable Portfolio.

The average annual total return on such Portfolios represents an
annualization of each Portfolio's total return ("T" in the formula below) over a
particular period and is computed by finding the current percentage rate which
will result in the ending redeemable value ("ERV" in the formula below) of a
$1,000 payment* ("P" in the formula below) made at the beginning of a one-,
five-, or ten-year period, or for the period from the date of commencement of
the Portfolio's operation, if shorter ("n" in the formula below). The following
formula will be used to compute the average annual total return for the
Portfolio:

n
P (1 + T) = ERV

In addition to the foregoing, each Portfolio may advertise its total return
over different periods of time by means of aggregate, average, year-by-year, or
other types of total return figures.

The Navellier Aggressive Growth Portfolio had a total return of 22.62% for
the fiscal year 1996 and had a total return of -1.71% for the six months ending
June 30, 1997. The Mid Cap Growth Portfolio, the Aggressive Small Cap
Portfolio, the Small Cap Value Portfolio, the Large Cap Growth Portfolio, the
Large Cap Value Portfolio and the International Equity Portfolio are newly
formed portfolios which have been in operation for less than one year and
therefore, no performance figures for these portfolios are included.

Performance information for the Portfolios shall reflect only the
performance of a hypothetical investment in the Portfolios during the particular
time period on which the calculations are based. Performance information should
be considered in light of the investment objectives and policies,
characteristics and quality of the particular Portfolio, and the market
conditions during the given time period, and should not be considered as a
representation of what may be achieved in the future.

Each Portfolio may, from time to time, include in advertisements containing
total return the ranking of those performance figures relative to such figures
for groups of mutual funds categorized by Lipper Analytical Services, or other
services, as having the same investment objectives. The total return may also
be used to compare the performance of the Portfolio against certain widely
acknowledged outside standards or indices for stock and bond market performance.
The Standard & Poor's Composite Index of 500 stocks ("S&P 500") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the New York
Stock Exchange, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included.

<PAGE>

As summarized in the Prospectus under the heading "Performance and Yield," the
total return of each Portfolio may be quoted in advertisements and sales
literature.

<PAGE>

FINANCIAL STATEMENTS

<PAGE>

December 31, 1996 Audited Financial Statement

<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
AGGRESSIVE GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
MARKET VALUE
SHARES (NOTE 1)

<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS
AEROSPACE AND DEFENSE -- 1.38%
40,000 Oregon Metallurgical Corp.* $ 1,290,000
-------------
BUSINESS/MANAGEMENT SERVICES -- 2.92%
100,000 FPA Medical Management,
Inc.* 2,237,500
34,293 Sitel Corp.* 484,389
-------------
2,721,889
-------------
CHEMICALS -- 0.80%
27,000 MacDermid, Inc. 742,500
-------------
COMPUTER HARDWARE -- 5.70%
70,000 ENCAD, Inc.* 2,887,500
50,000 QLogic Corp.* 1,287,500
20,000 Western Digital Corp.* 1,137,500
-------------
5,312,500
-------------
COMPUTER SOFTWARE -- 3.04%
20,500 Aspen Technology, Inc.* 1,645,125
30,000 Rational Software Corp.* 1,186,875
-------------
2,832,000
-------------
DATA COMMUNICATIONS/NETWORKING -- 3.32%
75,000 Davox Corp.* 3,093,750
-------------
DIVERSIFIED TECHNOLOGY -- 1.48%
38,000 Zoltek Companies, Inc.* 1,382,250
-------------
ELECTRONICS -- 3.11%
50,000 Inacom Corp.* 2,000,000
84,000 Zytec* 892,500
-------------
2,892,500
-------------
HEALTHCARE -- 2.62%
50,000 Safeskin Corp.* 2,437,500
-------------
HEAVY MACHINERY/CONSTRUCTION -- 3.76%
78,000 Smith International, Inc.* 3,500,250
-------------
HOME FURNISHINGS -- 1.07%
50,000 Stanley Furniture Co., Inc.* 993,750
-------------
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
INDUSTRIAL AND COMMERCIAL SERVICES -- 7.50%
100,000 DT Industries, Inc. $ 3,500,000
90,000 SPX Corp. 3,487,500
-------------
6,987,500
-------------
METALS -- 2.27%
35,000 Olympic Steel, Inc.* 888,125
35,000 Reliance Steel and Aluminum
Co. 1,225,000
-------------
2,113,125
-------------
NATURAL GAS -- 1.45%
46,800 North Carolina Natural Gas
Corp. 1,351,350
-------------
OIL -- 10.80%
22,000 Cliffs Drilling Co.* 1,391,500
140,000 Comstock Resources, Inc.* 1,820,000
39,000 Ensco International, Inc.* 1,891,500
30,000 KCS Energy, Inc. 1,072,500
130,000 Swift Energy Co.* 3,883,750
-------------
10,059,250
-------------
OIL AND GAS EXPLORATION -- 11.92%
110,300 Global Industries, Ltd.* 2,054,338
180,000 Marine Drilling Companies,
Inc.* 3,543,750
20,000 Seacor Holdings, Inc.* 1,260,000
120,000 UTI Energy Corp.* 4,245,000
-------------
11,103,088
-------------
PHARMACEUTICALS -- 10.04%
103,600 Herbalife International,
Inc. 3,379,950
60,800 Jones Medical Industries,
Inc. 2,226,800
85,000 Medicis Pharmaceutical
Corp.* 3,740,000
-------------
9,346,750
-------------
REAL ESTATE -- 1.99%
75,000 Fairfield Communities, Inc.* 1,856,250
-------------
</TABLE>

* NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.

4
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED)
AGGRESSIVE GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
RETAILERS -- 17.24%
90,000 Eagle Hardware and Garden,
Inc.* $ 1,867,500
100,000 Equity Marketing, Inc.* 1,850,000
150,000 Finish Line, Inc.* 3,168,750
200,000 Paul Harris Stores, Inc.* 3,550,000
61,500 Ross Stores, Inc. 3,075,000
42,700 West Marine, Inc.* 1,206,275
62,500 Wet Seal, Inc.* 1,335,937
-------------
16,053,462
-------------
SEMICONDUCTORS AND RELATED -- 2.44%
50,000 Vitesse Semiconductor Corp.* 2,275,000
-------------
TECHNICAL SERVICES -- 1.34%
30,000 Technology Solutions Co.* 1,245,000
-------------

<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
TELECOMMUNICATIONS -- 1.96%
60,000 Pairgain Technologies, Inc.* $ 1,826,250
-------------
VEHICLE PARTS AND EQUIPMENT -- 1.29%
60,000 Miller Industries, Inc.* 1,200,000
-------------
TOTAL COMMON STOCKS -- 99.44%
(COST $82,787,597) 92,615,914
-------------
MUTUAL FUNDS -- 0.56%
520,346 Fund for Government Investors
(Cost $520,346) 520,346
-------------
TOTAL INVESTMENTS -- 100.00%
(COST $83,307,943) $ 93,136,260
-------------
-------------
</TABLE>

* NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.

5
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
MID CAP GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
MARKET VALUE
SHARES (NOTE 1)

<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS
AGRICULTURAL -- 1.77%
1,500 Grupo Industrial Maseca (ADR) $ 28,687
------------
AIRLINES -- 1.44%
1,000 USAir Group, Inc.* 23,375
------------
APPAREL/FABRIC -- 2.54%
1,100 Jones Apparel Group, Inc.* 41,113
------------
AUTO/TRUCK MANUFACTURING -- 1.26%
300 Paccar, Inc. 20,400
------------
BANKING -- 7.43%
500 Commerce Bancshares, Inc. 23,125
500 Greenpoint Financial Corp. 23,625
600 Provident Bancorp, Inc. 20,400
500 Regions Financial Corp. 25,844
300 Star Banc Corp 27,562
------------
120,556
------------
BEVERAGES -- 1.73%
600 Panamerican Beverages, Inc. 28,125
------------
BUSINESS/MANAGEMENT SERVICES -- 1.70%
800 Robert Half International,
Inc.* 27,500
------------
CASINOS/GAMING -- 1.46%
1,300 International Game Technology 23,725
------------
CHEMICALS -- 1.50%
600 Cytec Industries, Inc.* 24,375
------------
COMPUTER HARDWARE -- 3.94%
700 Cognos, Inc.* 19,688
400 Gateway 2000, Inc.* 21,425
400 Western Digital Corp.* 22,750
------------
63,863
------------
CONTAINERS AND PACKAGING -- 1.98%
2,000 Jefferson Smurfit Corp.* 32,125
------------
COSMETICS/PERSONAL CARE -- 1.48%
500 Alberto Culver Co. 24,000
------------
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
DIVERSIFIED TECHNOLOGY -- 3.88%
1,200 BMC Industries, Inc. $ 37,800
400 Diebold, Inc. 25,150
------------
62,950
------------
ELECTRIC UTILITIES -- 1.29%
500 Portland General Corp. 21,000
------------
ELECTRONICS -- 1.60%
600 Hubbell, Inc. 25,950
------------
ENERGY -- 3.15%
2,200 NGC Corp. 51,150
------------
FINANCIAL SERVICES -- 2.90%
800 Alliance Capital Management,
LP 21,300
400 Finova Financial Trust 25,700
------------
47,000
------------
FOODS -- 2.99%
500 Interstate Bakeries Corp. 24,562
400 Vons Companies, Inc.* 23,950
------------
48,512
------------
HEALTHCARE -- 1.91%
700 Mallinckrodt, Inc. 30,887
------------
HEAVY MACHINERY -- 1.66%
600 Smith International, Inc.* 26,925
------------
HOUSEHOLD PRODUCTS -- 3.57%
1,100 Fort Howard Corp.* 30,456
800 US Industries, Inc.* 27,500
------------
57,956
------------
INDUSTRIAL AND COMMERCIAL
SERVICES -- 1.40%
400 Valspar Corp. 22,650
------------
INSURANCE -- 6.33%
400 Ace, Ltd. 24,050
400 Conseco, Inc. 25,500
</TABLE>

* NON-INCOME PRODUCING.
ADR -- AMERICAN DEPOSITORY RECEIPT

SEE NOTES TO FINANCIAL STATEMENTS.

6
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED)
MID CAP GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
MARKET VALUE
SHARES (NOTE 1)

<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
500 Mid Ocean, Ltd. $ 26,250
400 Progressive Corp. 26,950
------------
102,750
------------
NATURAL GAS -- 3.63%
700 Nicor, Inc. 25,025
2,200 Noram Energy Corp. 33,825
------------
58,850
------------
OFFICE EQUIPMENT/SUPPLIES -- 1.31%
600 Avery Dennison Corp. 21,225
------------
OIL -- 3.38%
600 Ensco International, Inc.* 29,100
700 Parker and Parsley Petroleum
Co. 25,725
------------
54,825
------------
OIL AND GAS EXPLORATION -- 6.29%
500 Camco International, Inc. 23,063
1,500 Global Marine, Inc.* 30,937
500 Louisiana Land and
Exploration 26,813
800 Reading and Bates Corp.* 21,200
------------
102,013
------------
POWER SUPPLY -- 1.51%
900 American Power Conversion
Corp.* 24,525
------------
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
COMMON STOCKS (CONTINUED)

RETAILERS -- 2.99%
400 Ross Stores, Inc. $ 20,000
600 TJX Companies, Inc. 28,425
------------
48,425
------------
TELECOMMUNICATIONS -- 3.65%
600 Andrew Corp.* 31,838
900 Pairgain Technologies, Inc.* 27,394
------------
59,232
------------
TOBACCO -- 1.58%
800 Universal Corp. 25,700
------------
UTILITIES -- 1.53%
600 National Fuel Gas Co. 24,750
------------
TOTAL COMMON STOCKS -- 84.78% (COST
$1,339,675) 1,375,119
------------
MUTUAL FUNDS -- 15.22%
246,952 Fund for Government Investors
(Cost $246,952) 246,952
------------
TOTAL INVESTMENTS -- 100.00%
(COST $1,586,627) $ 1,622,071
------------
------------
</TABLE>

* NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.

7
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
------------ -----------
<S> <C> <C>
ASSETS
Securities at Value (Note 1, see portfolios for cost information).................. $ 93,136,260 $ 1,622,071
Receivable for Securities Sold..................................................... 1,904,357 --
Receivable for Shares Sold......................................................... 919,126 29,100
Interest Receivable................................................................ 15,266 29
Dividends Receivable............................................................... 7,921 1,330
Unamortized Organizational Costs (Note 1).......................................... 100,590 --
------------ -----------
Total Assets..................................................................... 96,083,520 1,652,530
------------ -----------
LIABILITIES
Payable for Shares Redeemed........................................................ 366,219 8,740
Payable for Securities Purchased................................................... 204,376 --
Investment Advisory Fee Payable (Note 2)........................................... 103,779 1,107
Administrative Fee Payable (Note 2)................................................ 20,756 221
Distribution Plan Fee Payable (Note 4)............................................. 20,756 221
Other Payables and Accrued Expenses................................................ 20,756 221
Organizational Expenses Payable to Adviser (Note 1)................................ 100,590 --
------------ -----------
Total Liabilities................................................................ 837,232 10,510
------------ -----------
NET ASSETS........................................................................... $ 95,246,288 $ 1,642,020
------------ -----------
------------ -----------
SHARES OUTSTANDING................................................................... 7,773,720 159,948
------------ -----------
------------ -----------
NET ASSET VALUE PER SHARE............................................................ $12.25 $10.27
------ -----------
------ -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

8
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
------------- -------------
FOR THE YEAR FOR THE
ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1996 1996*
------------- -------------
INVESTMENT INCOME
<S> <C> <C>
Interest (Note 1)..................................................... $ 187,721 $ 1,188
Dividends (Note 1).................................................... 67,395 1,354
------------- -------------
Total Investment Income............................................. 255,116 2,542
------------- -------------
EXPENSES
Investment Advisory Fee (Note 2)...................................... 739,162 1,107
Administrative Fee (Note 2)........................................... 147,832 221
Distribution Plan Fees (Note 4)....................................... 147,832 221
Transfer Agent and Custodian Fee (Note 3)............................. 123,286 785
Registration Fees..................................................... 36,699 22,694
Trustees' Fees (Note 2)............................................... 30,000 --
Organizational Expense (Note 1)....................................... 25,200 --
Shareholder Reports and Notices....................................... 21,997 --
Legal Fees............................................................ 15,179 75,000
Audit Fees............................................................ 4,250 --
Other Expenses........................................................ 18,625 --
------------- -------------
Total Expenses...................................................... 1,310,062 100,028
Less Expenses Reimbursed by Investment Adviser (Note 2)............. (127,403) (98,258)
------------- -------------
Net Expenses...................................................... 1,182,659 1,770
------------- -------------
NET INVESTMENT INCOME (LOSS)............................................ (927,543) 772
------------- -------------
Net Realized Loss on Investment Transactions............................ (12,055,596) --
Net Change in Unrealized Appreciation of Investments.................... 9,828,401 35,444
------------- -------------
NET GAIN (LOSS) ON INVESTMENTS.......................................... (2,227,195) 35,444
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $ (3,154,738) $ 36,216
------------- -------------
------------- -------------
</TABLE>

*FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.

9
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
MID CAP
AGGRESSIVE GROWTH GROWTH
PORTFOLIO PORTFOLIO
-------------------------- ------------
FOR THE YEAR FOR THE FOR THE
ENDED PERIOD ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995* 1996**
------------ ------------ ------------
FROM INVESTMENT ACTIVITIES
<S> <C> <C> <C>
Net Investment Income (Loss)............................. $ (927,543) $ 21 $ 772
Net Realized Loss on Investment Transactions............. (12,055,596) -- --
Net Change in Unrealized Appreciation (Depreciation) of
Investments............................................ 9,828,401 (84) 35,444
------------ ------------ ------------
Net Increase (Decrease) in Net Assets Resulting from
Operations........................................... (3,154,738) (63) 36,216
------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From Net Investment Income............................... -- -- (772)
From Net Realized Capital Gains.......................... -- -- --
------------ ------------ ------------
Total Distributions to Shareholders.................... -- -- (772)
------------ ------------ ------------
FROM SHARE TRANSACTIONS
Net Proceeds from Sales of Shares........................ 172,216,916 200,000 1,614,544
Reinvestment of Distributions............................ -- -- 772
Cost of Shares Redeemed.................................. (74,115,827) -- (8,740)
------------ ------------ ------------
Net Increase in Net Assets Resulting from Share
Transactions......................................... 98,101,089 200,000 1,606,576
------------ ------------ ------------
TOTAL INCREASE IN NET ASSETS........................... 94,946,351 199,937 1,642,020
NET ASSETS -- Beginning of Year............................ 299,937 100,000 --
------------ ------------ ------------
NET ASSETS -- End of Year.................................. $95,246,288 $ 299,937 $1,642,020
------------ ------------ ------------
------------ ------------ ------------
SHARES
Sold..................................................... 13,842,072 20,020 160,724
Issued in Reinvestment of Distributions.................. -- -- 75
Redeemed................................................. (6,098,372) -- (851)
------------ ------------ ------------
Net Increase in Shares................................. 7,743,700 20,020 159,948
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

*FROM COMMENCEMENT OF OPERATIONS DECEMBER 28, 1995.
**FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.

10
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH MID CAP GROWTH
PORTFOLIO PORTFOLIO
------------------------------- --------------
FOR THE FOR THE FOR THE
YEAR ENDED PERIOD ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995* 1996**
------------ ------------ --------------
PER SHARE OPERATING PERFORMANCE:
<S> <C> <C> <C>
Net Asset Value -- Beginning of Year...................... $9.99 $10.00 $10.00
------------ ------------ -------
Income from Investment Operations:
Net Investment Income (Loss)............................ (0.120) 0.002 0.005
Net Realized and Unrealized Gains (Losses) on
Securities............................................ 2.380 (0.008) 0.270
------------ ------------ -------
Total from Investment Operations...................... 2.260 (0.006) 0.275
------------ ------------ -------
Distributions to Shareholders:
From Net Investment Income.............................. -- -- (0.005)
From Net Realized Capital Gains......................... -- -- --
------------ ------------ -------
Total Distributions to Shareholders................... -- -- (0.005)
------------ ------------ -------
Net Increase (Decrease) in Net Asset Value................ 2.26 (0.01) 0.27
------------ ------------ -------
Net Asset Value -- End of Year............................ $12.25 $9.99 $10.27
------------ ------------ -------
------------ ------------ -------

TOTAL INVESTMENT RETURN..................................... 22.62% (0.10)%(A) 2.75%(A)

RATIOS TO AVERAGE NET ASSETS:
Expenses After Reimbursement (Note 2)..................... 2.00% 2.00%(B) 2.00%(B)
Expenses Before Reimbursement (Note 2).................... 2.22% 27.25%(B) 113.02%(B)
Net Investment Income (Loss).............................. (1.57)% 2.59%(B) 0.87%(B)

SUPPLEMENTARY DATA:
Portfolio Turnover Rate................................... 169.0% -- --
Net Assets at End of Year (000's omitted)................. $95,246 $300 $1,642
Number of Shares Outstanding at End of Year (000's
omitted)................................................ 7,774 30 160
Average Commission Rate Paid (C).......................... $0.0389 $0.0300
</TABLE>

- --------------------------------------------------------
(A) Total returns for periods of less than one year are not annualized.
(B) Annualized.
(C) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged. This amount may vary from period to period
and fund to fund depending on the mix of trades executed in various markets
where trading practices and commission rate structures may differ.

* FROM COMMENCEMENT OF OPERATIONS DECEMBER 28, 1995
**FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996

SEE NOTES TO FINANCIAL STATEMENTS.

11
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

The Navellier Performance Funds (the "Fund") is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940, as
amended, (the "Act") as an open-end investment company which offers its shares
in a series of no-load, non-diversified and diversified portfolios. The Fund is
authorized to issue an unlimited number of shares of capital stock with no
stated par value. The Fund presently consists of three separate portfolios each
with its own investment objectives and policies. These financial statements
report on two of the three portfolios: Aggressive Growth Portfolio, a
non-diversified open-end management company portfolio, and Mid Cap Growth
Portfolio, a diversified open-end management company portfolio. The Aggressive
Small Cap Portfolio, has been inactive since November 26, 1996, the date of its
commencement of operations. The financial statements have been prepared in
conformity with generally accepted accounting principles which permit management
to make certain estimates and assumptions at the date of the financial
statements. The following is a summary of significant accounting policies which
the Fund follows:

(a) Listed securities are valued at the last sales price of the New York
Stock Exchange and other major exchanges. Over-the-Counter securities are
valued at the last sales price. If market quotations are not readily
available, the Board of Trustees will value the Fund's securities in good
faith. The Trustees will periodically review this method of valuation and
recommend changes which may be necessary to assure that the Fund's instruments
are valued at fair value.

(b) Security transactions are recorded on the trade date (the date the
order to buy or sell is executed). Interest income is accrued on a daily
basis. Dividend income is recorded on the ex-dividend date. Realized gains and
losses from securities transactions are computed on an identified cost basis.

(c) Dividends from net investment income are declared and paid annually.
Dividends are re-invested in additional shares unless shareholders request
payment in cash. Net capital gains, if any, are distributed annually.

(d) The Fund intends to comply with the provisions of the Internal Revenue
Code applicable to regulated investment companies and will distribute all net
investment income to its shareholders. Therefore, no Federal income tax
provision is required.

(e) Organizational expenses of the Fund totaling $126,000 are being
deferred and amortized over 60 months beginning with the public offering of
shares. Any redemption by an initial investor during the amortization period
will be reduced by a prorata portion of any of the unamortized organization
expenses. Such proration is to be calculated by dividing the number of initial
shares redeemed by the number of initial shares outstanding at the date of
redemption. At December 31, 1996, unamortized organization costs were
$100,590.

2. Investment Advisory Fees and Other Transactions With Affiliates

Investment advisory services are provided by Navellier Management, Inc.
("Adviser"). Under an agreement with the Adviser, each portfolio of the Fund
pays a fee for such services at the annual rate of 1.25% of the daily net assets
of the portfolio. The Adviser also receives an annual fee equal to 0.25% of the
Fund's average daily net assets in connection with the rendering of services
under the administrative services agreement and is reimbursed by the Fund for
operating expenses incurred on behalf of the Fund. An officer and trustee of the
Fund is also an officer and director of the Adviser.

Under an agreement between the Fund and the Adviser related to payment of
operating expenses, the Adviser has reserved the right to seek reimbursement for
the past, present and future operating expenses of the Fund paid by the Adviser,
at any time upon notice to the Fund. At December 31, 1995, the Adviser
voluntarily agreed not to seek future reimbursement of all unreimbursed past
expense incurred on behalf of the Fund. During the year ended

12
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------

December 31, 1996, the Adviser paid operating expenses of the Aggressive Growth
Portfolio totaling $275,236. Under the operating expense agreement, the Adviser
requested, and the Aggressive Growth Portfolio reimbursed, $147,833 of such
expenses. The Adviser voluntarily agreed not to seek future reimbursement of
$127,403 of such 1996 expenses. During the period November 26, 1996
(commencement of operations) to December 31, 1996, the Adviser voluntarily
waived reimbursement for substantially all the operating expenses which were
paid on behalf of the Mid Cap Growth Portfolio. Accordingly, at December 31,
1996, there were no prior expenses which could be reimbursed in the future under
the agreement.

Navellier Securities Corp. (the "Distributor") acts as the Fund's
Distributor and is registered as a broker-dealer under the Securities and
Exchange Act of 1934. The Distributor, which is the principal underwriter of the
Fund's shares, renders its services to the Fund pursuant to a distribution
agreement. An officer and trustee of the Fund is also an officer and director of
the Distributor.

The Fund pays each of its Trustees not affiliated with the Adviser $7,500
annually. For the year ended December 31, 1996, Trustees' fees totaled $30,000.

3. Transfer Agent and Custodian

Rushmore Trust and Savings, FSB ("Rushmore Trust"), provides transfer
agency, dividend disbursing and other shareholder services to the Fund. In
addition, Rushmore Trust serves as custodian of the Fund's assets. Fees paid to
Rushmore Trust are based upon a fee schedule approved by the Board of Trustees.

4. Distribution Plan

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Act, whereby it reimburses the Distributor or others in an amount not
to exceed 0.25% per annum of the average daily net assets of each portfolio for
expenses incurred in the promotion and distribution of shares of the portfolio.
These expenses include, but are not limited to, the printing of prospectuses,
statements of additional information, and reports used for sales purposes,
expenses of preparation of sales literature and related expenses (including
Distributor personnel), advertisements and other distribution-related expenses,
including a prorated portion of the Distributor's overhead expenses attributable
to the distribution of shares. Such payments are made monthly. The 12b-1 fee
includes, in addition to promotional activities, the amount the Fund may pay to
the Distributor or others as a service fee to reimburse such parties for
personal services provided to shareholders of the Fund and/or the maintenance of
shareholder accounts. Such Rule 12b-1 fees are made pursuant to the Plan and
distribution agreements entered into between such service providers and the
Distributor or the Fund directly.

5. Securities Transactions

For the year ended December 31, 1996, purchases and sales (including
maturities) of securities (excluding short-term securities) were as follows:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
------------- -----------
<S> <C> <C>
Purchases........................................................................... $ 187,396,704 $ 1,339,676
------------- -----------
Sales............................................................................... $ 92,784,752 $ --
------------- -----------
</TABLE>

13
<PAGE>
DECEMBER 31, 1996 THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------

6. Net Unrealized Appreciation/Depreciation of Investments

Unrealized appreciation (depreciation) as of December 31, 1996, based on the
cost for Federal income tax purposes is as follows:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
------------ -----------
<S> <C> <C>
Gross Unrealized Appreciation........................................................ $ 13,557,766 $ 51,729
Gross Unrealized Depreciation........................................................ (3,791,976) (16,285)
------------ -----------
Net Unrealized Appreciation.......................................................... $ 9,765,790 $ 35,444
------------ -----------
------------ -----------
Cost of Investments for Federal Income Tax Purposes.................................. $ 83,370,470 $ 1,586,627
------------ -----------
------------ -----------
</TABLE>

7. Net Assets

At December 31, 1996, net assets consisted of the following:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
------------- -----------
<S> <C> <C>
Paid-in-Capital..................................................................... $ 97,473,567 $ 1,606,576
Undistributed Net Investment Income................................................. -- --
Accumulated Net Realized Loss on Investments........................................ (12,055,596) --
Net Unrealized Appreciation of Investments.......................................... 9,828,317 35,444
------------- -----------
NET ASSETS.......................................................................... $ 95,246,288 $ 1,642,020
------------- -----------
------------- -----------
</TABLE>

8. Federal Income Tax

Permanent differences between tax and financial reporting of net investment
income and realized gains/(losses) are reclassified to paid-in-capital. As of
December 31, 1996, net investment losses were reclassified to paid-in-capital as
follows:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
PORTFOLIO PORTFOLIO
------------ ------------
<S> <C> <C>
Reduction of paid-in-capital........................................................ $ 927,543 --
</TABLE>

At December 31, 1996, for Federal income tax purposes, the following Funds
had capital loss carryovers which may be applied against future net taxable
realized gains of each succeeding year until the earlier of its utilization or
its expiration:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP
GROWTH GROWTH
EXPIRES DECEMBER 31, PORTFOLIO PORTFOLIO
- ------------------------------------------------------------------------------------ ------------ ------------
<S> <C> <C>
2004................................................................................ $ 11,993,069 --
</TABLE>

14
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Trustees
of The Navellier Performance Funds:

We have audited the statements of assets and liabilities, including the
portfolios of investments of the Aggressive Growth and the Mid Cap Portfolios
(two of the portfolios) of The Navellier Performance Funds (the Fund) as of
December 31, 1996, the related statements of operations, changes in net assets,
and financial highlights for the periods presented. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31, 1996 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of the Aggressive
Growth and Mid Cap Portfolios of The Navellier Performance Funds at December 31,
1996, the results of their operations, the changes in their net assets, and
financial highlights for the presented periods in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
Washington, DC
January 31, 1997

<PAGE>

June 30, 1997 Unaudited Financial Statement

<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
AGGRESSIVE GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ----------------------------------------------------------------
<C> <S> <C>
MARKET VALUE
SHARES (NOTE 1)

<CAPTION>
- ----------------------------------------------------------------
<C> <S> <C>
COMMON STOCKS -- 97.66%
OF TOTAL INVESTMENTS
AEROSPACE -- 2.16%
29,500 Thiokol Corp. $ 2,065,000
------------
APPAREL -- 4.43%
50,000 V.F. Corp. 4,237,500
------------
AUTO PARTS: ORIGINAL EQUIPMENT
MANUFACTURER -- 4.97%
100,000 Masco Tech, Inc. 2,087,500
75,000 Smith (A.O.) Corp. 2,667,188
------------
4,754,688
------------
AUTOMOTIVE AFTERMARKET -- 2.71%
40,000 SPX Corp. 2,592,500
------------
BANKS -- 2.00%
39,600 Northern Trust Corp. 1,915,650
------------
CLOTHING/SHOE/ACCESSORY STORES -- 0.75%
42,600 Paul Harris Stores, Inc.* 713,550
------------
COMPUTER HARDWARE -- 8.65%
20,000 Compaq Computer Corp.* 1,985,000
180,000 Quantum Corp.* 3,656,250
83,200 Western Digital Corp.* 2,631,200
------------
8,272,450
------------
COMPUTER SOFTWARE -- 2.79%
60,000 Manugistics Group, Inc.* 2,670,000
------------
DIVERSIFIED MANUFACTURING -- 4.36%
60,000 Tyco International, Ltd.* 4,173,750
------------
ELECTRONIC DATA PROCESSING
SERVICES -- 3.97%
60,000 Computer Task Group, Inc. 2,235,000
30,000 Keane, Inc.* 1,560,000
------------
3,795,000
------------
ELECTRONIC DISTRIBUTORS -- 1.68%
52,500 Cellstar Corp.* 1,607,812
------------
<CAPTION>
- ----------------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ----------------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
ELECTRONIC PRODUCTION EQUIPMENT -- 1.67%
50,000 Orbotech, Ltd.* $ 1,593,750
------------
FINANCE COMPANIES -- 1.70%
60,000 Imperial Credit Mortgage Holdings, Inc. 1,627,500
------------
FLUID CONTROLS -- 0.85%
45,000 Gorman Rupp Co. 810,000
------------
FOOD -- 2.48%
40,000 Interstate Bakeries Corp. 2,372,500
------------
HOMEBUILDING -- 1.40%
40,000 Fairfield Communities, Inc.* 1,345,000
------------
INDUSTRIAL SPECIALTIES -- 2.24%
80,000 Premark International, Inc. 2,140,000
------------
INSURANCE -- 1.24%
100,000 Reliance Group Holdings, Inc. 1,187,500
------------
MOTOR VEHICLES -- 1.27%
50,000 Monaco Coach Corp.* 1,212,500
------------
NEWSPAPERS -- 8.07%
50,000 Central Newspapers, Inc. 3,581,250
20,800 Gannett, Inc. 2,054,000
50,000 Scripps (E.W.) Co., Class A 2,081,250
------------
7,716,500
------------
OFFICE EQUIPMENT -- 1.50%
40,000 Herman Miller, Inc. 1,440,000
------------
OIL AND GAS PRODUCTION -- 4.65%
60,000 Ocean Energy, Inc.* 2,775,000
70,000 Swift Energy Co.* 1,671,250
------------
4,446,250
------------
OILFIELD SERVICES/EQUIPMENT -- 4.52%
50,000 Smith International, Inc.* 3,037,500
40,000 Varco International, Inc.* 1,290,000
------------
4,327,500
------------
</TABLE>

* NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.

3
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED)
AGGRESSIVE GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ----------------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ----------------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
PHARMACEUTICALS -- 5.63%
71,250 Medicis Pharmaceuticals Corp.* $ 3,553,594
20,000 Smithkline Beecham, PLC (ADR) 1,832,500
------------
5,386,094
------------
PRINTING -- 4.47%
150,000 Mail-Well, Inc.* 4,275,000
------------
SEMICONDUCTORS AND RELATED -- 8.16%
70,000 Advanced Micro Devices, Inc.* 2,520,000
50,000 IEC Electronics Corp.* 706,250
61,000 Innovex, Inc. 1,776,625
50,000 National Semiconductor Corp.* 1,531,250
50,000 QLogic Corp.* 1,275,000
------------
7,809,125
------------

<CAPTION>
- ----------------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ----------------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
STEEL -- 3.51%
200,000 National Steel Corp., Class B* $ 3,362,500
------------
TELECOMMUNICATIONS EQUIPMENT -- 2.92%
50,000 Tellabs, Inc.* 2,793,750
------------
TRUCKS -- 2.91%
60,000 PACCAR, Inc. 2,786,250
------------
TOTAL COMMON STOCKS
(COST $81,078,633) 93,429,619
------------
MONEY MARKET FUNDS -- 2.34%
2,235,434 Fund for Government Investors
(Cost $2,235,434) 2,235,434
------------
TOTAL INVESTMENTS -- 100.00%
(COST $83,314,067) $ 95,665,053
------------
------------
</TABLE>

* NON-INCOME PRODUCING.
ADR AMERICAN DEPOSITORY RECEIPTS

SEE NOTES TO FINANCIAL STATEMENTS.

4
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
MID CAP GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
MARKET VALUE
SHARES (NOTE 1)

<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS -- 96.30%
OF TOTAL INVESTMENTS
AEROSPACE -- 3.06%
2,900 Thiokol Corp. $ 203,000
------------
AIRLINES -- 2.74%
5,200 USAir Group, Inc.* 182,000
------------
APPAREL/FABRIC -- 1.51%
2,100 Jones Apparel Group, Inc.* 100,275
------------
BANKS -- 13.07%
1,300 Commerce Bancshares, Inc. 58,825
2,400 First of America Bank Corp. 109,800
200 First Empire St. Corp. 67,400
3,000 Marshall & Ilsley Corp. 121,875
1,575 Old Kent Financial Corp. 85,050
2,400 Provident Financial Group,
Inc. 102,600
1,000 Republic New York Corp. 107,500
2,900 Star Banc Corp. 122,525
2,000 Wilmington Trust Corp. 91,500
------------
867,075
------------
BUILDING MATERIALS -- 0.95%
800 Vulcan Materials Co. 62,800
------------
BUILDING PRODUCTS -- 1.69%
2,500 American Standard Companies,
Inc.* 111,875
------------
COMPUTER HARDWARE -- 1.91%
4,000 Western Digital Corp.* 126,500
------------
COMPUTER SOFTWARE -- 2.30%
3,200 Compuware Corp.* 152,800
------------
CONTACT DRILLING -- 3.18%
1,800 Ensco International, Inc.* 94,950
5,000 Global Marine, Inc.* 116,250
------------
211,200
------------
CONTAINERS/PACKAGING -- 0.98%
2,100 Owens Illinois, Inc.* 65,100
------------
COSMETICS -- 1.27%
3,000 Alberto Culver Co. 84,000
------------
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
DIVERSIFIED MANUFACTURING -- 2.60%
5,200 Coltec Industries, Inc.* $ 101,400
2,000 US Industries, Inc.* 71,250
------------
172,650
------------
ELECTRONIC DATA PROCESSING SERVICES -- 2.20%
2,800 Keane, Inc.* 145,600
------------
ENERGY -- 1.92%
1,800 AES Corp.* 127,350
------------
FARMING/SEEDS/MILLING -- 1.20%
1,000 DEKALB Genetics Corp. 79,750
------------
FOOD -- 6.37%
2,900 Dean Foods Co. 117,085
6,000 Flowers Industries, Inc. 100,875
2,000 Interstate Bakeries Corp. 118,625
1,400 Smithfield Foods, Inc.* 86,100
------------
422,685
------------
FOREST PRODUCTS -- 1.94%
4,000 Plum Creek Timber Co., LP 128,500
------------
INDUSTRIAL SPECIALTIES -- 2.02%
5,000 Premark International, Inc. 133,750
------------
INSURANCE -- 6.55%
1,000 ACE, Ltd. 73,875
2,000 Conseco, Inc. 74,000
1,100 Exel, Ltd. 58,025
300 Progressive Corp. 26,100
5,200 Reliance Group Holdings, Inc. 61,750
1,000 Torchmark Corp. 71,250
700 Transatlantic Holdings, Inc. 69,475
------------
434,475
------------
METAL FABRICATIONS -- 4.26%
2,100 Evi, Inc.* 88,200
1,000 Precision Castparts Corp. 59,625
3,800 Timken Co. 135,138
------------
282,963
------------
</TABLE>

* NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.

5
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED)
MID CAP GROWTH PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
MULTI-SECTOR COMPANIES -- 0.88%
1,400 Crane Co. $ 58,538
------------
NEWSPAPERS -- 4.29%
2,000 Central Newspapers, Inc. 143,250
2,100 McClatchy Newspaper, Inc. 61,688
200 Washington Post Co., Class B 79,600
------------
284,538
------------
OIL/GAS DISTRIBUTORS -- 0.79%
800 Columbia Gas Systems, Inc. 52,200
------------
OILFIELD SERVICES/EQUIPMENT -- 3.85%
2,000 Camco International, Inc. 109,500
2,400 Smith International, Inc.* 145,800
------------
255,300
------------
PAINTS/COATINGS -- 1.16%
2,600 Valspar Corp. 77,025
------------
PAPER -- 2.36%
7,500 Fibermark, Inc.* 156,563
------------
RETAILERS -- 4.15%
2,000 CVS Corp. 102,500
2,500 Dollar General Corp. 93,750
1,710 Safeway, Inc.* 78,874
------------
275,124
------------
SAVINGS BANKS -- 2.98%
1,500 Ahmanson (H.F.) and Co. 64,500
2,000 Greenpoint Financial Corp. 133,125
------------
197,625
------------

<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
SEMICONDUCTOR AND RELATED -- 7.18%
3,000 Dallas Semiconductor Corp. $ 117,750
3,000 Jabil Circuit, Inc.* 251,625
3,500 National Semiconductor Corp.* 107,188
------------
476,563
------------
SHOE MANUFACTURING -- 1.37%
3,000 Wolverine World Wide, Inc. 91,125
------------
SOFT DRINKS -- 2.08%
4,200 Panamerican Beverages, Inc.,
Class A 138,075
------------
STEEL -- 1.11%
4,000 Tubos de Acero de Mexico,
S.A. (ADR)* 73,750
------------
TELECOMMUNICATIONS -- 1.19%
2,400 Compania de Telecommunics de
Chile (ADR) 79,200
------------
TRUCKS -- 1.19%
1,700 PACCAR, Inc. 78,944
------------
TOTAL COMMON STOCKS
(COST $5,636,573) 6,388,918
------------
MONEY MARKET FUNDS -- 3.70%
245,747 Fund for Government Investors
(Cost $245,747) 245,747
------------
TOTAL INVESTMENTS -- 100.00%
(COST $5,882,320) $ 6,634,665
------------
------------
</TABLE>

* NON-INCOME PRODUCING.
ADR AMERICAN DEPOSITORY RECEIPTS

SEE NOTES TO FINANCIAL STATEMENTS.

6
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
AGGRESSIVE SMALL CAP PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
MARKET VALUE
SHARES (NOTE 1)

<CAPTION>
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS -- 87.18%
OF TOTAL INVESTMENTS
AEROSPACE -- 2.55%
2,500 Ducommun, Inc.* $ 73,594
3,000 GenCorp, Inc. 69,375
------------
142,969
------------
BANKS -- 2.83%
2,000 Onbancorp, Inc. 102,000
600 Security Capital Corp. 56,700
------------
158,700
------------
BUILDING PRODUCTS -- 6.05%
5,000 American Woodmark Corp. 78,125
11,000 Berger Holding, Inc.* 37,125
2,727 Falcon Building Products,
Inc.* 48,404
2,000 Interface, Inc., Class A 44,250
3,000 Southdown, Inc. 130,875
------------
338,779
------------
CATALOG/SPECIALTY DISTRIBUTION -- 0.94%
2,000 New England Business Service 52,625
------------
CLOTHING/SHOE/ACCESSORY STORES -- 2.36%
3,000 Goody's Family Clothing,
Inc.* 82,125
2,000 Piercing Pagoda, Inc.* 50,250
------------
132,375
------------
COAL MINING -- 1.67%
4,000 Zeigler Coal Holding Co. 93,500
------------
COMMERCIAL SERVICES -- 4.47%
2,800 Computer Learning Centers,
Inc.* 117,600
1,000 Learning Tree International,
Inc.* 44,375
4,400 Market Facts, Inc. 53,350
3,400 Warrantech Corp.* 35,275
------------
250,600
------------
COMPUTER SOFTWARE -- 1.59%
2,000 Manugistics Group, Inc.* 89,000
------------
CONTRACT DRILLING -- 0.81%
1,000 Patterson Energy, Inc.* 45,375
------------
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
DIVERSIFIED MANUFACTURING -- 1.06%
2,000 Barnes Group, Inc. $ 59,250
------------
ELECTRONIC DATA PROCESSING SERVICES -- 2.66%
4,000 Computer Task Group, Inc. 149,000
------------
ELECTRICAL PRODUCTS -- 5.21%
4,000 AFC Cable Systems, Inc.* 108,000
4,400 Encore Wire Corp.* 134,200
3,000 Magnetek, Inc.* 49,875
------------
292,075
------------
ELECTRONIC COMPONENTS -- 5.07%
4,000 Innovex, Inc. 116,500
3,000 Plexus Corp.* 167,437
------------
283,937
------------
ENVIRONMENTAL SERVICES -- 2.73%
5,200 Barringer Technologies, Inc.* 78,000
4,700 Eastern Environmental
Services 75,200
------------
153,200
------------
FINANCE COMPANIES -- 2.83%
2,000 Imperial Credit Mortgage
Holdings, Inc. 54,250
6,000 Pilgrim America Capital
Corp.* 104,250
------------
158,500
------------
FOOD -- 2.45%
2,000 Morningstar Group, Inc.* 58,750
8,000 Reliv International, Inc. 52,000
1,500 Tasty Baking Co. 26,250
------------
137,000
------------
HEALTHCARE -- 1.04%
3,900 Counsel Corp.* 58,013
------------
HEAVY MACHINERY/CONSTRUCTION -- 2.53%
2,400 Gardner Denver Machinery,
Inc.* 71,400
1,500 Manitowoc, Inc. 70,125
------------
141,525
------------
</TABLE>

* NON-INCOME PRODUCING.

SEE NOTES TO FINANCIAL STATEMENTS.

7
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (CONTINUED)
AGGRESSIVE SMALL CAP PORTFOLIO
<TABLE>
<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
HOME FURNISHINGS -- 2.36%
8,000 O'Sullivan Industries
Holdings, Inc.* $ 132,500
------------
INDUSTRIAL MACHINERY/COMPONENTS -- 1.25%
2,000 Lincoln Electric Co. 70,000
------------
INSURANCE -- 3.66%
3,000 Hooper Holmes, Inc. 68,810
4,000 Penn American Group, Inc. 58,500
4,000 Presidential Life Corp. 77,500
------------
204,810
------------
INSURERS -- 1.96%
2,500 Enhance Financial Services
Group 109,688
------------
INVESTMENT BANKERS/BROKER SERVICES -- 1.08%
2,000 Duff & Phelps Credit Rating
Co. 60,750
------------
MANUFACTURED HOUSING -- 0.92%
4,000 Modtech, Inc.* 51,500
------------
OIL AND GAS PRODUCTION -- 3.14%
5,000 Clayton Williams Energy,
Inc.* 56,875
3,000 McFarland Energy, Inc.* 54,938
3,500 Snyder Oil Corp. 64,313
------------
176,126
------------
OILFIELD SERVICES/EQUIPMENT -- 2.95%
15,000 Bolt Technology Corp.* 75,000
3,000 Key Energy Group, Inc.* 53,438
8,000 Superior Energy Services,
Inc.* 37,000
------------
165,438
------------
PAINTS/COATINGS -- 0.98%
1,000 Fuller (H.B.) Co. 55,000
------------
PAPER -- 2.24%
6,000 Fibermark, Inc.* 125,250
------------
PRINTING -- 1.53%
3,000 Mail-Well, Inc.* 85,500
------------

<CAPTION>
- ------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS (CONTINUED)
RETAILERS -- 1.95%
1,800 MacFrugal's Bargains
Closeouts* $ 49,050
3,000 Tuesday Morning Corp.* 60,375
------------
109,425
------------
SAVINGS BANKS -- 4.91%
2,500 Affiliated Community Bancorp,
Inc. 58,750
400 Citfed Bancorp, Inc. 15,500
2,000 New York Bancorp, Inc. 69,500
3,000 Norwich Financial Corp. 64,875
2,000 St. Paul Bancorp, Inc. 66,250
------------
274,875
------------
SEMICONDUCTORS AND RELATED -- 3.64%
1,500 Dallas Semiconductor Corp. 58,875
1,000 Jabil Circuit, Inc.* 83,875
2,400 Qlogic Corp.* 61,200
------------
203,950
------------
SPECIALTY CHEMICALS -- 1.10%
1,000 Petrolite Corp. 61,875
------------
TELEPHONE/COMMUNICATIONS -- 0.92%
3,000 U.S. Long Distance Corp.* 51,750
------------
TEXTILES -- 1.21%
8,000 Dyersburg Corp. 68,000
------------
TOBACCO -- 1.79%
3,000 Mafco Consolidated Group,
Inc.* 100,500
------------
TRUCKING -- 0.74%
1,300 Mark VII, Inc.* 41,600
------------
TOTAL COMMON STOCKS
(COST $4,331,402) 4,884,960
------------
MONEY MARKET FUNDS -- 12.82%
718,335 Fund for Government Investors
(Cost $718,335) 718,335
------------
TOTAL INVESTMENTS -- 100.00%
(COST $5,049,737) $ 5,603,295
------------
------------
</TABLE>

* NON-INCOME PRODUCING.
ADR AMERICAN DEPOSITORY RECEIPTS

SEE NOTES TO FINANCIAL STATEMENTS.

8
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
------------ ----------- -----------
<S> <C> <C> <C>
ASSETS
Securities at Cost..................................................... $ 83,314,067 $ 5,882,320 $ 5,049,737
------------ ----------- -----------
------------ ----------- -----------
Securities at Value (Note 1)........................................... $ 95,665,053 $ 6,634,665 $ 5,603,295
Receivable for Securities Sold......................................... 2,371,348 -- --
Receivable for Shares Sold............................................. 32,029 816 18,458
Interest Receivable.................................................... 14,285 827 1,040
Dividends Receivable................................................... 55,294 3,705 1,130
Unamortized Organizational Costs (Note 1).............................. 87,990 -- --
------------ ----------- -----------
Total Assets......................................................... 98,225,999 6,640,013 5,623,923
------------ ----------- -----------
LIABILITIES
Payable for Shares Redeemed............................................ 157,969 3,485 --
Payable for Securities Purchased....................................... 1,817,456 -- 344,081
Investment Advisory Fee Payable (Note 2)............................... 97,067 6,609 4,231
Administrative Fee Payable (Note 2).................................... 19,413 1,322 920
Distribution Plan Fee Payable (Note 4)................................. 19,413 1,322 --
Other Payables and Accrued Expenses.................................... 19,413 1,322 552
Organizational Expenses Payable to Adviser (Note 1).................... 87,990 -- --
------------ ----------- -----------
Total Liabilities.................................................... 2,218,721 14,060 349,784
------------ ----------- -----------
NET ASSETS............................................................... $ 96,007,278 $ 6,625,953 $ 5,274,139
------------ ----------- -----------
------------ ----------- -----------
SHARES OUTSTANDING....................................................... 7,972,976 582,370 294,943
------------ ----------- -----------
------------ ----------- -----------
NET ASSET VALUE PER SHARE................................................ $12.04 $11.38 $17.88
------ ----------- -----------
------ ----------- -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

9
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
------------- ------------ ------------
FOR THE
FOR THE SIX PERIOD ENDED
MONTHS ENDED JUNE 30,
JUNE 30, 1997 1997*
(UNAUDITED) (UNAUDITED)
---------------------------- ------------
<S> <C> <C> <C>
INVESTMENT INCOME
Interest (Note 1)................ $ 98,044 $ 9,351 $ 5,835
Dividends (Note 1)............... 276,303 21,294 3,812
------------- ------------ ------------
Total Investment Income........ 374,347 30,645 9,647
------------- ------------ ------------
EXPENSES
Investment Advisory Fee (Note
2)............................. 545,939 26,120 9,299
Administrative Fee (Note 2)...... 109,188 5,224 2,022
Distribution Plan Fees (Note
4)............................. 109,188 5,224 --
Transfer Agent and Custodian Fee
(Note 3)....................... 92,603 16,171 13,732
Registration Fees................ 36,566 11,618 24,602
Shareholder Reports and
Notices........................ 27,147 1,165 416
Trustees' Fees................... 5,000 5,000 5,000
Organizational Expense (Note
1)............................. 12,600 -- --
Insurance........................ 11,849 649 402
Audit Fees....................... 11,319 1,431 --
Other Expenses................... 711 -- --
------------- ------------ ------------
Total Expenses................. 962,110 72,602 55,473
Less Expenses Reimbursed by
Investment Adviser
(Note 2)..................... (88,608) (30,810) (42,939)
------------- ------------ ------------
Net Expenses................. 873,502 41,792 12,534
------------- ------------ ------------
NET INVESTMENT LOSS................ (499,155) (11,147) (2,887)
------------- ------------ ------------
Net Realized Gain (Loss) on
Investment Transactions.......... (2,028,771) (114,852) 3,421
Net Change in Unrealized
Appreciation of Investments...... 2,522,669 716,901 553,558
------------- ------------ ------------
NET GAIN ON INVESTMENTS............ 493,898 602,049 556,979
------------- ------------ ------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS....................... $ (5,257) $ 590,902 $ 554,092
------------- ------------ ------------
------------- ------------ ------------
</TABLE>

*FROM COMMENCEMENT OF OPERATIONS MARCH 17, 1997.

SEE NOTES TO FINANCIAL STATEMENTS.

10
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH MID CAP GROWTH AGGRESSIVE SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
----------------------------- --------------------------------- --------------------
FOR THE SIX FOR THE YEAR FOR THE SIX FOR THE PERIOD FOR THE PERIOD
MONTHS ENDED ENDED MONTHS ENDED ENDED ENDED
JUNE 30, 1997 DECEMBER 31, JUNE 30, 1997 DECEMBER 31, JUNE 30, 1997**
(UNAUDITED) 1996 (UNAUDITED) 1996* (UNAUDITED)
------------- ------------- -------------- ---------------- --------------------
<S> <C> <C> <C> <C> <C>
FROM INVESTMENT ACTIVITIES
Net Investment Income (Loss).......... $ (499,155) $ (927,543) $ (11,147) $ 772 $ (2,887)
Net Realized Gain (Loss) on Investment
Transactions........................ (2,028,771) (12,055,596) (114,852) -- 3,421
Net Change in Unrealized Appreciation
of Investments...................... 2,522,669 9,828,401 716,901 35,444 553,558
------------- ------------- -------------- ---------------- -----------
Net Increase (Decrease) in Net
Assets Resulting from
Operations........................ (5,257) (3,154,738) 590,902 36,216 554,092
------------- ------------- -------------- ---------------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
From Net Investment Income............ -- -- -- (772) --
From Net Realized Capital Gains....... -- -- -- -- --
------------- ------------- -------------- ---------------- -----------
Total Distributions to
Shareholders...................... -- -- -- (772) --
------------- ------------- -------------- ---------------- -----------
FROM SHARE TRANSACTIONS
Net Proceeds from Sales of Shares..... 60,460,545 172,216,916 5,486,462 1,614,544 5,460,401
Reinvestment of Distributions......... -- -- -- 772 --
Cost of Shares Redeemed............... (59,694,298) (74,115,827) (1,093,431) (8,740) (740,354)
------------- ------------- -------------- ---------------- -----------
Net Increase in Net Assets Resulting
from Share Transactions........... 766,247 98,101,089 4,393,031 1,606,576 4,720,047
------------- ------------- -------------- ---------------- -----------
TOTAL INCREASE IN NET ASSETS........ 760,990 94,946,351 4,983,933 1,642,020 5,274,139
NET ASSETS -- Beginning of Period....... 95,246,288 299,937 1,642,020 -- --
------------- ------------- -------------- ---------------- -----------
NET ASSETS -- End of Period............. $ 96,007,278 $ 95,246,288 $ 6,625,953 $1,642,020 $5,274,139
------------- ------------- -------------- ---------------- -----------
------------- ------------- -------------- ---------------- -----------
SHARES
Sold.................................. 5,368,655 13,842,072 527,705 160,724 340,583
Issued in Reinvestment of
Distributions....................... -- -- -- 75 --
Redeemed.............................. (5,169,399) (6,098,372) (105,284) (851) (45,640)
------------- ------------- -------------- ---------------- -----------
Net Increase in Shares.............. 199,256 7,743,700 422,421 159,948 294,943
------------- ------------- -------------- ---------------- -----------
------------- ------------- -------------- ---------------- -----------
</TABLE>

*FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996.
**FROM COMMENCEMENT OF OPERATIONS MARCH 17, 1997.

SEE NOTES TO FINANCIAL STATEMENTS.

11
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH
PORTFOLIO
------------------------------------------------
FOR THE FOR THE FOR THE
SIX MONTHS ENDED YEAR ENDED PERIOD ENDED
JUNE 30, 1997 DECEMBER 31, DECEMBER 31,
(UNAUDITED) 1996 1995*
---------------- ------------- -------------
PER SHARE OPERATING PERFORMANCE:
<S> <C> <C> <C>
Net Asset Value -- Beginning of
Period.............................. $12.25 $9.99 $10.00
------- ------------- -------------
Income from Investment Operations:
Net Investment Income (Loss)........ (0.063) (0.120) 0.002
Net Realized and Unrealized Gains
(Losses) on Securities............ (0.147) 2.380 (0.012)
------- ------------- -------------
Total from Investment
Operations...................... (0.210) 2.260 (0.010)
------- ------------- -------------
Distributions to Shareholders:
From Net Investment Income.......... -- -- --
From Net Realized Capital Gains..... -- -- --
------- ------------- -------------
Total Distributions to
Shareholders.................... -- -- --
------- ------------- -------------
Net Increase (Decrease) in Net Asset
Value............................... (0.21) 2.26 (0.01)
------- ------------- -------------
Net Asset Value -- End of Period...... $12.04 $12.25 $9.99
------- ------------- -------------
------- ------------- -------------

TOTAL INVESTMENT RETURN................. (1.71)%(A) 22.62% (0.10)%(A)

RATIOS TO AVERAGE NET ASSETS:
Expenses After Reimbursement (Note
2).................................. 2.00%(B) 2.00% 2.00%(B)
Expenses Before Reimbursement (Note
2).................................. 2.20%(B) 2.22% 27.25%(B)
Net Investment Income (Loss).......... (1.14)%(B) (1.57)% 2.59%(B)

SUPPLEMENTARY DATA:
Portfolio Turnover Rate............... 138.4% 169.0% --
Net Assets at End of Period (000's
omitted)............................ $96,007 $95,246 $300
Number of Shares Outstanding at End of
Period (000's omitted).............. 7,973 7,774 30
Average Commission Rate Paid (C)...... $0.0379 $0.0389 --
</TABLE>

- ------------------------------------------------------
(A) Total returns for periods of less than one year are not annualized.
(B) Annualized.
(C) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged. This amount may vary from period to period
and fund to fund depending on the mix of trades executed in various markets
where trading practices and commission rate structures may differ.

* FROM COMMENCEMENT OF OPERATIONS DECEMBER 28, 1995.

SEE NOTES TO FINANCIAL STATEMENTS.

12
<PAGE>
THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
AGGRESSIVE
MID CAP GROWTH SMALL CAP
PORTFOLIO PORTFOLIO
-------------------------------- ---------------
FOR THE FOR THE FOR THE
SIX MONTHS ENDED PERIOD ENDED PERIOD ENDED
JUNE 30, 1997 DECEMBER 31, JUNE 30, 1997**
(UNAUDITED) 1996* (UNAUDITED)
---------------- ------------- ---------------
PER SHARE OPERATING PERFORMANCE:
<S> <C> <C> <C>
Net Asset Value -- Beginning of Period........ $10.27 $10.00 $15.64
------- ------------- -------
Income from Investment Operations:
Net Investment Income (Loss)................ (0.019) 0.005 (0.010)
Net Realized and Unrealized Gains on
Securities................................ 1.129 0.270 2.250
------- ------------- -------
Total from Investment Operations.......... 1.110 0.275 2.240
------- ------------- -------
Distributions to Shareholders:
From Net Investment Income.................. -- (0.005) --
From Net Realized Capital Gains............. -- -- --
------- ------------- -------
Total Distributions to Shareholders....... -- (0.005) --
------- ------------- -------
Net Increase in Net Asset Value............... 1.11 0.27 2.24
------- ------------- -------
Net Asset Value -- End of Period.............. $11.38 $10.27 $17.88
------- ------------- -------
------- ------------- -------

TOTAL INVESTMENT RETURN......................... 10.81%(A) 2.75%(A) 14.32%(A)

RATIOS TO AVERAGE NET ASSETS:
Expenses After Reimbursement (Note 2)......... 2.00%(B) 2.00%(B) 1.55%(B)
Expenses Before Reimbursement (Note 2)........ 3.47%(B) 113.02%(B) 6.90%(B)
Net Investment Income (Loss).................. (0.53)%(B) 0.87%(B) (0.36)%(B)

SUPPLEMENTARY DATA:
Portfolio Turnover Rate....................... 89.9% -- 26.0%
Net Assets at End of Period (000's omitted)... $ 6,626 $ 1,642 $ 5,274
Number of Shares Outstanding at End of Period
(000's omitted)............................. 582 160 295
Average Commission Rate Paid (C).............. $0.0316 $0.0300 $0.0368
</TABLE>

- -----------------------------------------------
(A) Total returns for periods of less than one year are not annualized.
(B) Annualized.
(C) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged. This amount may vary from period to period
and fund to fund depending on the mix of trades executed in various markets
where trading practices and commission rate structures may differ.

* FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996.
** FROM COMMENCEMENT OF OPERATIONS MARCH 17, 1997.

SEE NOTES TO FINANCIAL STATEMENTS.

13
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

The Navellier Performance Funds (the "Fund") is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940, as
amended, (the "Act") as an open-end investment company which offers its shares
in a series of no-load non-diversified and diversified portfolios. The Fund is
authorized to issue an unlimited number of shares of capital stock with no
stated par value. The Fund presently consists of three separate portfolios: the
Aggressive Growth Portfolio, a non-diversified open-end management company
portfolio, the Mid Cap Growth Portfolio, a diversified open-end management
company portfolio, and the Aggressive Small Cap Portfolio, a diversified
open-end management company portfolio. Each portfolio has its own investment
objective. The financial statements have been prepared in conformity with
generally accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The following
is a summary of significant accounting policies which the Fund follows:

(c) Dividends from net investment income are declared and paid annually.
Dividends are reinvested in additional shares unless shareholders request
payment in cash. Net capital gains, if any, are distributed annually.

(e) Organizational expenses of the Fund totaling $126,000 are being
deferred and amortized over 60 months beginning with the public offering of
shares of the Aggressive Growth Portfolio. Any redemption by an initial
investor during the amortization period will be reduced by a pro rata portion
of any of the unamortized organization expenses. Such proration is to be
calculated by dividing the number of initial shares redeemed by the number of
initial shares outstanding at the date of redemption. At June 30, 1997,
unamortized organization costs were $87,990.

2. Investment Advisory Fees and Other Transactions With Affiliates

Investment advisory services are provided by Navellier Management, Inc. (the
"Adviser"). Under an agreement with the Adviser, the Fund pays a fee at the
annual rate of 1.25% of the daily net asset of the Aggressive Growth Portfolio
and the Mid Cap Growth Portfolio, and 1.15% of the daily net assets of the
Aggressive Small Cap Portfolio. The Adviser receives an annual fee equal to
0.25% of the Funds average daily net assets in connection with the rendering of
services under the administrative services agreement and is reimbursed by the
Fund for operating expenses incurred on behalf of the Fund. An officer and
trustee of the Fund is also an officer and director of the Adviser.

Under an agreement between the Fund and the Adviser related to payment of
operating expenses, the Adviser has reserved the right to seek reimbursement for
the past, present and future operating expenses of the Fund paid by the Adviser,
at any time upon notice to the Fund. At December 31, 1996, the Adviser
voluntarily agreed not to seek future reimbursement of all unreimbursed past
expense incurred on behalf of the Fund. During the six months ended June 30,
1997, the Adviser paid operating expenses of the Aggressive Growth Portfolio,
Mid Cap Growth Portfolio and

14
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------

Aggressive Small Cap Portfolio totaling $197,795, $36,034 and $44,152,
respectively. Under the operating expense agreement, the Adviser requested, and
the Aggressive Growth Portfolio, the Mid Cap Growth Portfolio and the Aggressive
Small Cap Portfolio reimbursed, $109,187, $5,224 and $1,213, respectively, of
such expenses.

The Fund pays each of its Trustees not affiliated with the Adviser $7,500
annually. For the six months ended June 30, 1997, Trustees' fees totaled
$15,000.

3. Transfer Agent and Custodian

4. Distribution Plan

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Act, whereby it reimburses the Distributor or others in an amount not
to exceed 0.25% per annum of the average daily net assets of the Aggressive
Growth Portfolio and the Mid Cap Growth Portfolio for expenses incurred in the
promotion and distribution of shares of the portfolio. These expenses include,
but are not limited to, the printing of prospectuses, statements of additional
information, and reports used for sales purposes, expenses of preparation of
sales literature and related expenses (including Distributor personnel),
advertisements and other distribution-related expenses, including a prorated
portion of the Distributor's overhead expenses attributable to the distribution
of shares. Such payments are made monthly. The 12b-1 fee includes, in addition
to promotional activities, the amount the Fund may pay to the Distributor or
others as a service fee to reimburse such parties for personal services provided
to shareholders of the Fund and/or the maintenance of shareholder accounts. Such
Rule 12b-1 fees are made pursuant to the Plan and distribution agreements
entered into between such service providers and the Distributor or the Fund
directly.

5. Securities Transactions

For the six months ended June 30, 1997, purchases and sales (including
maturities) of securities (excluding short-term securities) were as follows:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
------------- ----------- -----------
<S> <C> <C> <C>
Purchases............................................................. $ 116,443,657 $ 7,925,345 $ 5,190,717
------------- ----------- -----------
------------- ----------- -----------
Sales................................................................. $ 116,123,851 $ 3,513,566 $ 862,735
------------- ----------- -----------
------------- ----------- -----------
</TABLE>

15
<PAGE>
JUNE 30, 1997 (UNAUDITED) THE NAVELLIER PERFORMANCE FUNDS
- ------------------------------------------------------------------

6. Net Unrealized Appreciation/Depreciation of Investments

Net unrealized appreciation as of June 30, 1997, based on the cost for
Federal income tax purposes is as follows:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
------------ ----------- -----------
<S> <C> <C> <C>
Gross Unrealized Appreciation.......................................... $ 13,897,158 $ 772,710 $ 590,585
Gross Unrealized Depreciation.......................................... (1,546,172) (20,365) (37,027)
------------ ----------- -----------
Net Unrealized Appreciation............................................ $ 12,350,986 $ 752,345 $ 553,558
------------ ----------- -----------
------------ ----------- -----------
Cost of Investments for Federal Income Tax Purposes.................... $ 83,314,067 $ 5,882,320 $ 5,049,737
------------ ----------- -----------
------------ ----------- -----------
</TABLE>

7. Net Assets

At June 30, 1997, net assets consisted of the following:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
------------- ----------- -----------
<S> <C> <C> <C>
Paid-in-Capital........................................................ $ 98,239,814 $ 5,999,607 $ 4,720,047
Undistributed Net Investment Loss...................................... (499,155) (11,147) (2,887)
Accumulated Net Realized Gain (Loss) on Investments.................... (14,084,367) (114,852) 3,421
Net Unrealized Appreciation of Investments............................. 12,350,986 752,345 553,558
------------- ----------- -----------
NET ASSETS............................................................. $ 96,007,278 $ 6,625,953 $ 5,274,139
------------- ----------- -----------
------------- ----------- -----------
</TABLE>

8. Federal Income Tax

Permanent differences between tax and financial reporting of net investment
income and realized gains/losses are reclassified to paid-in-capital. As of
December 31, 1996, net investment losses were reclassified to paid-in-capital as
follows:

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
PORTFOLIO PORTFOLIO PORTFOLIO
------------ --------- -----------
<S> <C> <C> <C>
Reduction of paid-in-capital.............................................. $ 927,522 -- --
</TABLE>

<TABLE>
<CAPTION>
AGGRESSIVE MID CAP AGGRESSIVE
GROWTH GROWTH SMALL CAP
EXPIRES DECEMBER 31, PORTFOLIO PORTFOLIO PORTFOLIO
- -------------------------------------------------------------------------- ------------ --------- -----------
<S> <C> <C> <C>
2004...................................................................... $ 11,993,069 -- --
</TABLE>

<PAGE>

APPENDIX

A-1 AND P-1 COMMERCIAL PAPER RATINGS

Each of the Portfolios will invest only in commercial paper which, at the
date of investment, is rated A-1 by Standard & Poor's Corporation ("S&P") or P-1
by Moody's Investors Services, Inc. ("Moody's"), or, if not rated, is issued or
guaranteed by companies which at the date of investment have an outstanding debt
issue rated AA or higher by Standard & Poor's or Aa or higher by Moody's.

Commercial paper rated A-1 by S&P has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2) long-term
senior debt is rated "A" or better; (3) the issuer has access to at least two
additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are
unquestioned.

The rating P-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount and
quality of long-term debt; (6) trend of earnings over a period of ten years;
(7) financial strength of a parent company and the relationship which exists
with the issuer; and (8) recognition by the management of obligations which may
be present or may arise as a result of public interest questions and
preparations to meet such obligations.

31
<PAGE>

PART C

OTHER INFORMATION

ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS

1. FINANCIAL STATEMENTS:

(a) N/A

(b) Included in Part B of this Registration Statement:

(i) Annual Report as of December 31, 1996.
(ii) Unaudited financial statement for the six months ended
June 30, 1997

All other statements and schedules have been omitted because they are not
applicable or the information is shown in the Financial Statements or Financial
Highlights or notes thereto.

2. EXHIBITS:
Exhibit Number Description
-------------- -----------
1.1 Certificate of Trust of Registrant [initial N-1A filed
December 8, 1995] *
1.2 Declaration of Trust of Registrant [initial N-1A
filed December 8, 1995] *
2 By-Laws of Registrant [initial N-1A filed
December 8, 1995] *
3 None
4 None
5 Investment Management Agreement between Registrant and
Navellier Management, Inc., dated October 17, 1995
[initial N-1A filed December 8, 1995]*
5.1 Investment Management Agreement between the
Navellier Mid Cap Growth Portfolio and Navellier
Management, Inc., dated October 30, 1996 [Post-
Effective Amendment No. 4 filed November 26, 1996]*

32
<PAGE>

5.2 Investment Management Agreement between the
Navellier Aggressive Small Cap Portfolio and Navellier
Management, Inc., dated October 30, 1996 [Post-
Effective Amendment No. 4 filed November 26, 1996]*

5.3 Investment Management Agreement between the Navellier
Small Cap Value Portfolio and Navellier Management,
Inc. [Post-Effective Amendment No. 7 filed November
14, 1997]*

5.4 Investment Management Agreement between the Navellier
Large Cap Growth Portfolio and Navellier Management,
Inc. [Post-Effective Amendment No. 7 filed November
14, 1997]*

5.5 Investment Management Agreement between the Navellier
Large Cap Value Portfolio and Navellier Management,
Inc. [Post-Effective Amendment No. 7 filed November
14, 1997]*

5.6 Investment Management Agreement between the Navellier
International Equity Portfolio and Navellier
Management, Inc. [Post-Effective Amendment No. 7 filed
November 14, 1997]*
5.6 (Exhibit A) Sub-advisory Agreement between Navellier Management,
Inc. and Global Value Investors, Inc. filed herewith

5.7 Investment Management Agreement between Navellier
Management, Inc. and The Navellier Aggressive Small
Cap Equity Portfolio dated November 21, 1997 filed
herewith

6.1 Distribution Agreement dated October 17, 1995 [initial
N-1A filed December 8, 1995] *
6.2 Selected Dealer Agreement (specimen) [initial N-1A
filed December 8, 1995] *
7 None
8.1 Administrative Services, Custodian, Transfer Agreement
with Rushmore Trust & Savings, FSB [initial N-1A filed
December 8, 1995] *
8.2 Navellier Administrative Services Agreement [initial
N-1A filed December 8, 1995] *
9.0 Trustee Indemnification Agreements [initial N-1A filed
December 8,1995] *
10 Opinion and Consent of Counsel [initial N-1A filed
December 8, 1995] *

11 Consent of Independent Auditors filed herewith

12 None
13 Subscription Agreement between The Navellier
Performance Funds and Louis Navellier, dated October
17, 1995 [initial N-1A filed December 8, 1995] *
13.1 Investment Advisor Operating Expense Reimbursement
Agreement [initial N-1A filed December 8, 1995] *
14 None
15 12b-1 Distribution Plan for the Navellier Aggressive
Growth Portfolio [initial N-1A filed
December 8, 1995] *

33
<PAGE>

15.1 12b-1 Distribution Plan for the Navellier Mid Cap
Growth Portfolio dated October 30, 1996 [Post-Effective
Amendment No. 4 filed November 26, 1996]*

15.2 12b-1 Distribution Plan for the Navellier Small Cap
Value Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*

15.3 12b-1 Distribution Plan for the Navellier Large Cap
Growth Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*

15.4 12b-1 Distribution Plan for the Navellier Large Cap
Value Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*

15.5 12b-1 Distribution Plan for the Navellier International
Equity Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*

16 N/A
17 Financial Data Schedule [filed April 30, 1997]*

* Denotes the document is incorporated herein by reference.

34
<PAGE>

ITEM 25 PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

(a) As is described in the Statement of Additional Information
("Control Persons and Principal Holders of Securities") the Fund was initially
but no longer is controlled by Louis Navellier, the sole stockholder, officer,
and director of the Investment Advisor, who also serves as Trustee and in
various officer positions with the Fund (as described more fully under "The
Investment Advisor, Distributor, Custodian and Transfer Agent" in the Statement
of Additional Information).

(b) The Distributor Navellier Securities Corp. (incorporated under
the laws of the State of Delaware) is wholly-owned by Louis G. Navellier, who is
also a stockholder, director, and officer of the Investment Advisor and a
Trustee and officer of the Fund.

ITEM 26 NUMBER OF HOLDERS OF SECURITIES

As of September 30, 1997 the Aggressive Growth Portfolio had 4,085
shareholders; the Mid Cap Growth Portfolio had 361 shareholders; and the
Aggressive Small Cap Portfolio had 427 shareholders. The Small Cap Value
Portfolio, the Large Cap Growth Portfolio, the Large Cap Value Portfolio, the
International Equity Portfolio and the Aggressive Small Cap Equity Portfolio
had no shareholders on September 30, 1997, since they were organized on
December __, 1997.

ITEM 27 INDEMNIFICATION

The Fund shall indemnify each of its Trustees, officers, employees, and
agents (including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, as a shareholder,
creditor, or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by him in connection with the defense or
disposition of any action, suit, or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while in office
or thereafter, by reason of his being or having been such a Trustee, officer,
employee, or agent, except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such Person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless there has been a determination that
such person did not engage in bad faith, willful misfeasance, gross negligence,
or reckless disregard of his duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or by a
reasonable determination, based upon review of readily available facts (as
opposed to a full trial-type inquiry), that he did not engage in such conduct by
written opinion from independent legal counsel approved by a majority of a
quorum of trustees who are neither interested persons nor parties to the
proceedings. The

35
<PAGE>

rights accruing to any person under these provisions shall not exclude any other
right to which he may be lawfully entitled; provided that no person may satisfy
any right of indemnity or reimbursement granted herein or to which he may
otherwise be entitled except out of the Fund Property. A majority of a quorum
of disinterested non-party Trustees may make advance payments in connection with
indemnification under this section, provided that the indemnified person shall
have given a written undertaking adequately secured to reimburse the Fund in the
event it is subsequently determined that he is not entitled to such
indemnification, or a majority of a quorum of disinterested non-party Trustees
or independent counsel determine, after a review of readily available facts,
that the person seeking indemnification will probably be found to be entitled to
indemnification.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to the Trustees, officers, and controlling persons of
the Fund pursuant to the provisions described under this Item 27, or otherwise,
the Fund has been advised that, in the opinion of the SEC, 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 Fund of expenses incurred or paid by
a Trustee, officer, or controlling person of the Fund in the successful defense
of any action, suit, or proceeding) is asserted by such Trustee, officer, or
controlling person in connection with the securities being registered, the Fund
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 of 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.

The Fund may purchase and maintain insurance on behalf of an officer,
Trustee, employee, or agent protecting such person, to the full extent permitted
by applicable law, from liability incurred by such person as officer, Trustee,
employee, or agent of the Fund or arising from his activities in such capacity.

Section 9 of the Distribution Agreement between the Fund and Navellier
Securities Corp., provides for indemnification of the parties thereto under
certain circumstances.

Section 4 of the Advisory Agreement between the various portfolios of the
Fund and the Investment Advisor provides for indemnification of the parties
thereto under certain circumstances.

36
<PAGE>

ITEM 28 BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

Set forth below is a description of any other business, profession,
vocation, or employment of a substantial nature in which each investment adviser
of the Fund and each director, officer, or partner of any such investment
adviser, is or has been at any time during the past two fiscal years, engaged
for his own account or in the capacity of director, officer, employee, partner,
or trustee:

Name and Principal Positions Held with Registrant Principal Occupations During Past
Business Address and Its Affiliates Two Years
- ------------------ ------------------------------ ---------------------------------

<S> <C> <C>
Louis Navellier One East Trustee and President of The Navellier Mr. Navellier is and has been the CEO and President
Liberty Third Floor Performance Funds, one of Portfolio Managers of Navellier & Associates Inc., an investment
Reno, NV 89501 of the Aggressive Growth Portfolio, the management company since 1988; is and has been CEO
Mid Cap Growth Portfolio and the Aggressive and President of Navellier Management, Inc.; one of
Small Cap Portfolio. Mr. Navellier the Portfolio Managers for the Investment Advisor
is also the CEO, President, Treasurer, and to this Fund and was one of Portfolio Managers to
Secretary of Navellier Management, Inc., a The Navellier Series Fund; President and CEO of
Delaware Corporation which is the Investment Navellier Securities Corp., the principal
Advisor to the Fund. Mr. Navellier is also Underwriter to this Fund and The Navellier Series
CEO, President, Secretary, and Treasurer of Fund; CEO and President of Navellier Fund
Navellier & Associates Inc., Navellier Management, Inc. and investment advisory company,
Publications, Inc., MPT Review Inc., and since November 30, 1995; and has been publisher and
Navellier International Management, Inc. editor of MPT Review from August 1987 to the
present, and was publisher and editor of the
predecessor investment advisory newsletter OTC
Insight, which he began in 1980 and wrote through
July 1987.

</TABLE>

37
<PAGE>

ITEM 29 PRINCIPAL UNDERWRITERS

(a) The Distributor does not currently act as principal underwriter,
depositor, or investment adviser for any investment company other than the Fund
and The Navellier Series Fund.

(b) The following information is provided, as of the date hereof, with
respect to each director, officer, or partner of each principal underwriter
named in response to Item 21:

Name and Principal Position and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ -------------------- ---------------------

Louis Navellier CEO, President, Director, Trustee, President and
One East Liberty, Treasurer and Secretary CEO
Third Floor
Reno, NV 89501

(c) As of the date hereof, no principal underwriter who is not an
affiliated person of the Fund has received any commissions or other compensation
during the Fund's last fiscal year.

ITEM 30 LOCATION OF ACCOUNTS AND RECORDS

All accounts, records, and other documents required to be maintained under
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained at the office of The Navellier Performance Funds located at One East
Liberty, Third Floor, Reno, Nevada 89501, and the offices of the Fund's
Custodian and Transfer agent at 4922 Fairmont Avenue, Bethesda, MD 20814.

ITEM 31 MANAGEMENT SERVICES

Other than as set forth in Part A and Part B of this Registration
Statement, the Fund is not a party to any management-related service contract.

ITEM 32 UNDERTAKINGS

The Fund hereby undertakes to furnish each person to whom a prospectus is
delivered a copy of the latest annual report to shareholders, upon request and
without change.

The Fund hereby undertakes that if it is requested by the holders of at
least 10% of its outstanding shares to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee, it will do so and
will assist in communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940.

38
<PAGE>

The Fund hereby undertakes, as to the Navellier Small Cap Value Portfolio,
the Navellier Large Cap Growth Portfolio, the Navellier Large Cap Value
Portfolio, the Navellier International Equity Portfolio and the Navellier
Agrressive Small Cap Equity Portfolio to file a post-effective amendment
using unaudited financial statements, which need not be certified, within
four (4) to six (6) months from the effective date of such portfolio's 1933
Act Registration Statement.

39
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 8 to Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Reno,
and State of Nevada on the 9th day of December, 1997.

THE NAVELLIER PERFORMANCE FUNDS

By:___________________________________
Louis Navellier
President and Trustee

The Navellier Performance Funds, and each person whose signature appears
below hereby constitutes and appoints Louis Navellier as such person's true and
lawful attorney-in-fact, with full power to sign for such person and in such
person's name, in the capacities indicated below, any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's signature
as it may be signed by said attorney-in-fact to any and all amendments to said
Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons or their
attorneys-in-fact pursuant to authorization given on October 17, 1995, in the
capacities and on the date indicated:

_____________________ Trustee and President
Louis Navellier(1) (Principal Executive December 9, 1997
Officer), Treasurer

________________________ Trustee
Joel Rossman December 9, 1997

________________________ Trustee
Barry Sander December 9, 1997

________________________ Trustee
Arnold Langsen(2) December 9, 1997

________________________ Trustee and Secretary
Jacques Delacroix December 9, 1997

1 These persons are interested persons affiliated with the Investment
Advisor.

2 This person, although technically not an interested person affiliated with
the Investment Adviser, does own a company which provides consulting services to
Navellier & Associates Inc., a company owned by Louis Navellier.

<PAGE>

EXHIBIT 5.7

<PAGE>

THE NAVELLIER PERFORMANCE FUNDS

INVESTMENT ADVISORY AGREEMENT
FOR
THE NAVELLIER AGGRESSIVE SMALL CAP EQUITY PORTFOLIO

AGREEMENT made as of the 21st day of November, 1997, by and between The
Navellier Aggressive Small Cap Equity Portfolio ("Portfolio") of THE NAVELLIER
PERFORMANCE FUNDS, a business trust organized under the laws of the State of
Delaware (the "Fund"), and NAVELLIER MANAGEMENT, INC., a Delaware corporation
(the "Adviser").

WHEREAS, the Fund intends to engage in business as an open-end management
investment company and is being registered as such under the Investment Company
Act of 1940, as amended (the "Investment Company Act"); and

WHEREAS, the Fund has a portfolio designated as the "Navellier Aggressive
Small Cap Equity Portfolio" ("Portfolio"); and

WHEREAS, the Adviser is being registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser with an emphasis on over the counter stocks; and

WHEREAS, the Portfolio desires to retain the Adviser as investment adviser
to furnish advisory and portfolio management services to the Portfolio;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Portfolio and the Adviser agree as follows:

1. DUTIES AS ADVISER. The Portfolio hereby appoints the Adviser to act
as the investment adviser to the Portfolio and, subject to the supervision of
the Board of Trustees of the Portfolio, to provide investment advisory services
to the Portfolio as hereinafter set forth: (i) to obtain and evaluate such
information and advice relating to the economy, securities markets, and
securities as it deems necessary or useful to discharge its duties hereunder;
(ii) to continuously manage the assets of the Portfolio in a manner consistent
with applicable law and the investment objectives and policies set forth in the
most current prospectus and statement of additional information of the Fund
under the Securities Act of 1933 (the "Prospectus"); (iii) to determine which
issuers will be deemed "Qualified Issuers" (as defined in the Prospectus); (iv)
to determine the timing of purchases, sales, and dispositions of securities; (v)
to take such further action in its sole discretion (but always in compliance
with applicable law and the Prospectus) without obligation to give prior notice
to the Board of Trustees of the Portfolio, or the Custodian, including the
placing of purchase and sale orders on behalf of the Portfolio as it shall deem
necessary and appropriate; (vi) to furnish to or place at the disposal of the
Portfolio such of the information, evaluations, analyses, and opinions
formulated or obtained by it in the discharge of its duties as the Portfolio
may, from time to time, reasonably request; (vii) to take such actions necessary
or appropriate to carry out the decisions of the Portfolio's Board of Trustees;
(viii) to make decisions for the

1
<PAGE>

Portfolio as to the manner in which voting rights, rights to consent to trust
action, and any other rights pertaining to how the Portfolio's securities shall
be exercised ("Portfolio Voting Rights"). The Portfolio has directed the
Custodian, and Custodian as agreed, to act in accordance with the instructions
of the Adviser. The Adviser shall at no time have custody of or physical
control over the investment account assets or securities, and the Adviser shall
not be liable for any act or omission of the Custodian. The Adviser shall
maintain records required under the Investment Advisers Act of 1940 ("Advisers
Act") and shall make them available to the Portfolio or its designees for review
or inspection upon demand and at the Adviser's expense.

2. ALLOCATION OF CHARGES AND EXPENSES. The Adviser shall bear the cost
of rendering the investment advisory services to be performed by it under this
Agreement and shall, at its expense, maintain such staff and employ or retain
personnel and consult with other persons as it shall determine necessary.
Without limiting the generality of the foregoing, the staff and personnel of the
Adviser shall be deemed to include persons employed or otherwise retained by the
Adviser to furnish statistical and other factual data, advice regarding economic
factors and trends, information with respect to technical and scientific
developments, and such other information, advice, and assistance as the Adviser
may deem appropriate. The Adviser shall, without expense to the Portfolio,
furnish the services of such members of the Adviser's organization as may be
duly elected to be officers of the Portfolio, subject to their individual
consent to serve and to any limitations imposed by law.

The Portfolio will pay or cause to be paid all other expenses of the
Portfolio (except for the expenses to be paid by the Portfolio's Distributor),
including, without limitation, the following: (i) services rendered by the
Custodian and the Transfer Agent, (ii) fees, voluntary assessments, and other
expenses incurred in connection with membership in investment company
organizations, (iii) cost of stock certificates, reports, proxy materials and
notices to shareholders, and other like miscellaneous expenses, (iv) brokerage
commissions and other brokerage expenses, (v) taxes (including any income or
franchise taxes), and any fees payable to federal, state, and other governmental
agencies, (vi) fees and salaries payable to the Trustees, officers, and advisory
board members of the Portfolio, if any, (vii) auditing the Fund's books and
accounts, (viii) the cost of bookkeeping and accounting services, (ix) any and
all Portfolio legal expenses, (x) costs of mailing and tabulating proxies and
costs of shareholders' and Trustees' meetings, (xi) the cost of investment
company literature and other publications provided by the Portfolio to its
Trustees and officers, (xii) costs of any liability, uncollectible items of
deposit and other insurance or fidelity bonds, (xiii) any extraordinary expenses
(including fees and disbursements of counsel) incurred by the Portfolio, (xiv)
costs of printing and mailing monthly statements and confirmations, (xv) expense
of organizing the Portfolio, (xvi) filing fees and expenses relating to the
registration and qualification of the Portfolio's shares under federal and/or
state securities laws and maintaining such registrations and qualifications and
(vii) other expenses properly payable by the Portfolio.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser hereunder, the Portfolio shall pay to the Adviser, on a monthly basis,
an annual fee of one and a quarter percent (1.15%) (the "Management Fee") of the
Portfolio's average daily net

2
<PAGE>

assets. Payment of the Adviser's compensation for the preceding month shall be
made as promptly as possible after the last day of each such month. The
compensation for the period from the effective date hereof to the next
succeeding last day of the month shall be prorated according to the proportion
which such period bears to the full month ending on such date, and provided
further that, upon any termination of this Agreement before the end of the
month, such compensation for the period from the end of the last month ending
prior to such termination shall be prorated according to the proportion which
such period bears to a full month, and shall be payable upon the date of
termination. If the annual operating expenses borne by the Fund relating to any
Portfolio, including amounts payable to the Adviser hereunder paid or payable by
such Portfolio for any fiscal year, exceed the applicable expense limitations
imposed by state securities laws or regulations thereunder (as same may be
adjusted from time to time), the Adviser will reduce its Management Fee to the
extent of such excess and if required, pursuant to any such laws or regulations
((unless otherwise waived), will reimburse the Portfolio for annual operating
expenses in excess of any such expense limitation up to the amount of the
Management Fee payable to it during that fiscal year with respect to the
Portfolio. The Adviser has the right, but not the obligation, to waive any
portion or all of its Management Fee, from time to time.

The Adviser has agreed to pay Robert Barnes a consulting fee of 0.15% of
the Portfolio's average daily net assets for providing Adviser with analysis of
large cap growth stocks. The consulting fee shall be paid solely by Adviser and
shall not be paid by Fund or Portfolio.

The "average daily net assets" of the Portfolio for a particular period
shall be determined by adding together all calculations of net assets, as
regularly computed for the Portfolio on each business day during such period,
and dividing the resulting total by the number of business days during such
period.

4. LIMITATIONS OF LIABILITY OF ADVISER. The Adviser shall not be liable
for any error of judgment or mistake of law or fact, or, for any loss suffered
by the Portfolio or its investors in connection with the matters to which this
Agreement relates, except (i) a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Adviser in the performance of its
duties, or from reckless disregard by the Adviser of its obligations and duties
under this Agreement, or (ii) a loss for which the Adviser would not be
permitted to be indemnified under the federal Securities laws. The Portfolio
also agrees to indemnify Adviser to the extent provided for and agreed to by the
parties in that agreement entitled Indemnification Agreement executed by both
parties on this date and incorporated herein as Exhibit A and made a part
hereof.

5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
become effective as of the date hereof and shall continue in effect unless
sooner terminated, as herein provided, for two years after the date hereof, and
thereafter only if approved at least annually: (a) by the Board of Trustees of
the Portfolio; or (b) by the vote of a majority (as defined in the Act) of the
outstanding voting securities of the Portfolio, and, in addition, (c) by the
vote of a majority of the Trustees of the Portfolio who are not parties hereto
nor interested persons of any party, as required by the Act.

3
<PAGE>

This Agreement may be terminated at any time, without payment of any
penalty, by the Board of Trustees of the Portfolio, or by a vote of a majority
(as defined in the Act) of the outstanding voting securities of the Portfolio,
in either case upon written notice to the Adviser, and it may be terminated by
the Adviser upon sixty (60) days' written notice to the Portfolio. This
Agreement shall automatically terminate in the event of its assignment, within
the meaning of the Act, unless such automatic termination shall be prevented by
an exemptive order of the Securities and Exchange Commission.

6. SEPARATE CONTRACT. This Agreement is separate and distinct form, and
neither affects nor is affected by (i) the Fund's Distribution Agreement, and
(ii) the Fund's Administrative Services Agreement. Nothing contained in this
Agreement shall prevent the Adviser or any affiliated person of the Adviser from
acting as investment adviser or manager for any other person, firm, corporation,
or other entity and shall not in any way bind or restrict the Adviser or any
such affiliated person from buying, selling, or trading any securities,
commodities, futures contracts, or options on such contracts for their own
accounts or for the account of others for whom they may be acting. Nothing in
this Agreement shall limit or restrict the right of any director, officer, or
employee of the Adviser to engage in any other business or to devote his time
and attention in part to the management or other aspects of any other business
whether of a similar or dissimilar nature.

7. AMENDMENT. This Agreement may be amended from time to time by
agreement of the parties; provided, that such amendment shall be approved both
by the vote of a majority of Trustees of the Portfolio, including a majority of
Trustees who are not parties to this Agreement or interested persons of any such
party to this Agreement (other than as Trustees of the Portfolio) cast in person
at a meeting called for that purpose, and by the holders of a majority (as
defined in the Act) of the outstanding voting securities of the Portfolio.

This Agreement may be amended by agreement of the parties without the vote
or consent of the shareholders of the Portfolio to supply any omission, to cure,
correct, or supplement any ambiguous, defective, or inconsistent provision
hereof, or if they deem it necessary to conform this Agreement to the
requirements of applicable federal and/or state laws or regulations, but neither
the Portfolio nor the Investment Adviser shall be liable for failing to do so.

8. BINDING EFFECT. This Agreement shall be binding upon, and inure to
the benefit of the Portfolio and the Adviser and their respective successors.

9. NAME OF THE PORTFOLIO. The Portfolio acknowledge that the name
"Navellier" is and shall remain the sole property of the Adviser,
notwithstanding the use thereof by the Portfolio. The Portfolio may use the
name "The Navellier Performance Fund, The Navellier Aggressive Small Cap Equity
Portfolio" or any name derived from the name "Navellier" only for so long as
this Agreement or any extension, renewal, or amendment hereof remains in effect,
including any similar agreement with any organization which shall have succeeded
to the business of the Adviser and for only so long as Navellier Management,
Inc., remains as Adviser to the Portfolio. At such time as such an agreement
shall no longer be in effect, or Adviser's services have terminated, the
Portfolio will (to the extent that it is lawfully able)

<PAGE>

cease to use such a name or any other name connected with the Adviser or any
organization which shall have succeeded to the business of the Adviser.

10. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings ascribed thereto in the Prospectus. For the purpose of this
Agreement, the terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person," and "interested person" shall have the
respective meanings specified in the Investment Company Act of 1940.

11. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and each party may
become a party hereto by executing a counterpart hereof. This Agreement and any
counterpart so executed shall be deemed to be one and the same instrument.

12. APPLICABLE LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. Any dispute or controversy
arising out of this Agreement shall be either submitted to arbitration (if both
parties agree) in Reno, Nevada (near the Fund's principal place of business) in
accordance with the rules and regulations of the National Association of
Securities Dealers, Inc., or decided by a trier of fact in a federal or state
court in Reno, Nevada, and in no other jurisdiction or court venued outside of
Reno, Nevada.

13. ACKNOWLEDGEMENT OF RECEIPT OF FORM ADV PART II. The Portfolio hereby
acknowledges receipt of the Adviser's Form ADV Part II or its brochure as
required by Rule 204-3 promulgated under the Investments Advisers Act of 1940.

14. INTEGRATION OF ALL PRIOR DISCUSSIONS, NEGOTIATIONS AND AGREEMENTS.
This Agreement integrates all prior discussions, negotiations and agreements
between the parties relating to Adviser's and Portfolio's agreement relating to
the performance of investment advisory services for the Portfolio, and no
evidence or parol evidence may be introduced to vary or change the terms of this
written Agreement which is the full and final expression of the parties'
agreement. Any change in the terms of this Agreement must be in writing signed
by both parties.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Reno, Nevada.

THE NAVELLIER AGGRESSIVE SMALL
CAP EQUITY PORTFOLIO OF THE
NAVELLIER PERFORMANCE FUNDS

By: ____________________________
Louis Navellier, Trustee

By: ____________________________
Barry Sander, Trustee

By: ____________________________
Attest: Joel Rossman, Trustee

/s/______________________ By: ____________________________
Arnold Langsen, Trustee

By: ____________________________
Jacques Delacroix, Trustee

NAVELLIER MANAGEMENT, INC.

By: ____________________________
Louis Navellier, President
Attest:

/s/______________________

<PAGE>

EXHIBIT A

<PAGE>

INDEMNIFICATION AGREEMENT

The Navellier Aggressive Small Cap Equity Portfolio of The Navellier
Performance Funds (the "Fund") and Navellier Management, Inc. (the "Advisor")
agree as follows:

1. The Fund agrees with the Advisor, for the benefit of the Advisor and
each person, if any, who controls the Advisor within the meaning of Section 15
of the Securities Act and each and all and any of them, to indemnify and hold
harmless the Advisor and any such controlling person from and against any and
all losses, claims, damages or liabilities, joint or several (including
reasonable legal fees and expenses) to which they or any of them may become
subject under the Securities Act or under any other statute, at common law or
otherwise, and to reimburse the Advisor and such controlling persons, if any,
for any legal or other expenses (including the cost of any investigation and
preparation) reasonably incurred by them in connection with any litigation,
whether or not resulting in any liability, insofar as such losses, claims,
damages, liabilities or litigation arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any Prospectus, filed with the SEC, or any amendment
thereof or supplement thereto, or which arise out of, or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
PROVIDED, HOWEVER, that this indemnity agreement shall not apply to amounts paid
in settlement of any such litigation if such settlement is effected without the
consent of the Fund or to any such losses, claims, damages, liabilities or
litigation arising out of, or based upon, any untrue statement or alleged untrue
statement of a material fact contained in any such Registration Statement or
prospectus, or any amendment thereof of or supplement thereof, or arising out
of, or based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, which statement or omission was made in reliance upon
information furnished in writing to the Fund by the Advisor for inclusion in any
such Registration Statement or Prospectus or any amendment thereof or supplement
thereto. The Advisor and each such controlling person shall, within thirty (30)
days after the complaint shall have been served upon the Advisor or such
controlling person in respect of which indemnity may be sought from the Fund on
account of its agreement contained in this paragraph, notify the Fund in writing
of the commencement thereof. The omission of the Advisor of such controlling
person so to notify the Fund of any such litigation shall relieve the Fund from
any liability which it may have to the Advisor or such controlling person on
account of the indemnity agreement contained in this paragraph if such failure
to timely notify the Fund has resulted in substantial prejudice to the Fund, but
shall not relieve the Fund from any liability which it may have to the Advisor
or controlling person otherwise than on account of the indemnity agreement
contained in this paragraph. In case any such litigation shall be brought
against the Advisor or any such controlling person and notice of the
commencement thereof shall have been timely given to the Fund, the Fund shall be
entitled to participate in (and, to the extent that it shall wish, to direct)
the defense thereof at its own expense, but such defense shall be conducted by
counsel of good standing and reasonably satisfactory to the Advisor or such
controlling person(s) or defendant(s) in the litigation. The indemnity
agreement of the Fund contained in this paragraph shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
the Advisor or any such controlling person, and shall survive any delivery of
shares of the

<PAGE>

Fund. The Fund agrees to notify the Advisor promptly of the commencement of any
litigation or proceeding against it or any of it officers or directors of which
it may be advised in connection with the issue and sale of shares of the Fund.

2. Anything herein to the contrary notwithstanding, the agreement in
paragraph 1 of this Indemnification Agreement, insofar as it constitutes a basis
of reimbursement by the Fund for liabilities (other than payment by the Fund of
expenses incurred or paid in the successful defense of any action, suit or
proceeding) arising under the Securities Act, shall not extend to the extent of
any interest therein of any person who is an underwriter or a partner or
controlling person of an underwriter within the meaning of Section 15 of the
Securities Act or who, at the date of this Agreement, is a Trustee of the Fund,
except to the extent that an interest of such character shall have been
determined by a court of appropriate jurisdiction as not against public policy
as expressed in the Securities Act. Unless in the opinion of counsel for the
Fund the matter has been adjudicated by controlling precedent, the Fund, will,
if a claim for such reimbursement is asserted, submit to a court of appropriate
jurisdiction the question of whether or not such interest is against the public
policy as expressed in the Securities Act.

3. The Advisor agrees to indemnify and hold harmless the Fund and
its Trustees and such officers as shall have signed any Registration Statement
filed with the Commission from and against any and all losses, claims, damages,
or liabilities, joint or several, to which the Fund or such Trustees or officers
may become subject under the Securities Act, under any other statute, at common
law or otherwise, and will reimburse the Fund or such Trustees or officers for
any legal or other expenses (including the cost of any investigation and
preparation) reasonably incurred by it or them or any of them in connection with
any litigation, whether or not resulting in any liability, insofar as such
losses, claims, damages, liabilities, or litigation arise out of, or are based
upon, any untrue statement or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, which statement or omission was made by the Fund in reliance upon
information furnished in writing to the Fund by the Advisor for inclusion in any
Registration Statement or any Prospectus, or any amendment thereof or supplement
thereto or otherwise for distribution or publication. The Advisor shall not be
liable for amounts paid in settlement of any such litigation if such settlement
was effected without its consent. The Fund and its Trustees and such officers
or defendant(s), in any such litigation, shall, within thirty (30) days after
the complaint shall have been served upon the Fund or any such Trustee or
officer in respect of which indemnity may be sought from the Advisor or account
of its agreement contained in this paragraph, notify the Advisor in writing of
the commencement thereof. The omission of the Fund or such Trustee or officer
so to notify the Advisor of any such litigation shall relieve the Advisor from
any liability which it may have to the Fund or such Trustee or officer of
liability which it may have to the Fund or such Trustee or officer on account of
the indemnity agreement contained in this paragraph, but shall not relieve the
Advisor from any liability which it may have to the Fund or such Trustee or
officer otherwise than on account of the indemnity agreement contained in this
paragraph. In case any such litigation shall be brought against the Fund or any
such Trustee or officer and timely notice of the commencement thereof shall have
been so given to the Advisor, the Advisor shall be entitled to participate in
(and, to the extent it shall wish, to direct) the defense thereof at its own
expense, but such defense shall be conducted by counsel of good standing and
satisfactory to the Fund. The indemnity agreement of the Advisor

<PAGE>

contained in this paragraph shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Fund and shall
survive any delivery of shares of the Fund. The Fund agrees to notify the
Advisor promptly of the commencement of any litigation or proceeding against it
or any of its officers or Trustees or against any such controlling person of
which it may be advised in connection with the issue and sale of the Fund's
shares.

4. Notwithstanding any provision contained in this Agreement, no
party hereto and no person or persons in control of any party hereto shall be
protected against any liability to the Fund or its security holders to which
they would otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence, in the performance of their duties, or by reason of their
reckless disregard of their obligations and duties under this Agreement.

5. Except as expressly provided in paragraphs 1 and 3 hereof, the
agreements herein set forth have been made and are made solely for the benefit
of the Fund, the Advisor, and the persons expressly provided for in paragraphs 1
and 3, their respective heirs, successor, personal representatives and assigns,
and except as so provided, nothing expressed or mentioned herein is intended or
shall be construed to give any person, firm or corporation, other than the Fund,
the Advisor, and the persons expressly provided for in paragraphs 1 and 3, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any representation, warranty or agreement herein contained. Except as so
provided, the terms "heirs, successors, personal representatives and assigns"
shall not include any purchaser of shares merely because of such purchase.

<PAGE>

ATTEST: THE NAVELLIER AGGRESSIVE SMALL CAP EQUITY
PORTFOLIO OF THE NAVELLIER
PERFORMANCE FUNDS

______________________ By:
Louis Navellier, Trustee

By:
Barry Sander, Trustee

By:
Joel Rossman, Trustee

By:
Jacques Delacroix, Trustee

By:
Arnold Langsen, Trustee

ATTEST: NAVELLIER MANAGEMENT, INC.

______________________ By: ____________________________________
Louis Navellier, President

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

Navellier Performance Funds:

We consent to the incorporation by reference in Post-Effective Amendment No.
8 to Registration Statement Nos. 33-80195 and 811-9142 of our report dated
January 31, 1997 appearing in the Annual Report of Navellier Performance
Funds for the year ended December 31, 1997 and to the reference to us under
the caption "Financial Highlights" appearing in the Prospectus, which also is
a part of such Registration Statement.

DELOITTE & TOUCHE LLP

Washington D.C.
December 9, 1997