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Registration Nos. 33-80195
811-9142
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 12 [X]
(Check appropriate box or boxes.)
THE NAVELLIER PERFORMANCE FUNDS
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(Exact name of registrant as specified in charter)
One East Liberty, Third Floor
Reno, Nevada 89501
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (800) 887-8671
Arjen Kuyper
The Navellier Performance Funds
One East Liberty, Third Floor
Reno, Nevada 89501
(Name and Address of Agent For Service)
Copy to:
Samuel Kornhauser, Esq.
Law Offices of Samuel Kornhauser
155 Jackson Street, Suite 1807
San Francisco, CA 94111
(415) 981-6281
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
_X_ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Title of Securities Being Registered:
Investment Company Shares
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CROSS REFERENCE SHEET
(required by Rule 495)
Item No. Location
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PART A
Item 1. Front and Back Cover Pages............. Front and Back Cover Pages
Item 2. Risk/Return Summary: Investments,
Risks and Performance.................. The Principal Risks; How the Portfolio
Has Performed
Item 3. Risk/Return Summary: Fee Table......... Fees and Expenses of the Portfolio
Item 4. Investment Objectives, Principal
Investment Strategies, and Related
Risks.................................. Our Principal Strategy
Item 5. Management's Discussion of Fund
Performance............................ Not Applicable
Item 6. Management, Organization, and
Capital Structure...................... Who is Responsible for the Portfolios
Item 7. Shareholder Information................ Account Policies; How to Buy, Sell and
Exchange Shares; Understanding Taxes;
Understanding Earnings
Item 8. Distribution Arrangements.............. How to Buy, Sell and Exchange Shares
Item 9. Financial Highlights Information........ Financial Highlights
PART B
Item 10. Cover Page and Table of Contents....... Cover Page and Table of Contents
Item 11. Fund History........................... General Information and History
Item 12. Description of the Fund and Its
Investments and Risks.................. Investment Objectives and Policies
Item 13. Management of the Fund................. Trustees and Officers of the Fund
Item 14. Control Persons and Principal
Holders of Securities.................. Control Persons and Principal Holders
of Securities
Item 15. Investment Advisory and Other
Services............................... The Investment Advisor, Distributor,
Custodian and Transfer Agent
Item 16. Brokerage Allocations and Other
Practices.............................. Brokerage Allocation and Other Practices
Item 17. Capital Stock and Other
Securities............................. Capital Stock and Other Securities
Item 18. Purchase, Redemption and
Pricing of Shares...................... Purchase, Redemption, and Pricing of
Shares
Item 19. Taxation of the Fund................... Taxes
Item 20. Underwriters........................... Underwriters
Item 21. Calculation of Performance Data........ Calculation of Performance
Data
Item 22. Financial Statements................... Financial Statements
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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.
EXPLANATORY NOTE
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The purpose of this filing is to add a class of shares - Class I shares - to the
Navellier Mid Cap Growth Portfolio of the Fund. A Prospectus and Statement of
Additional Information for the Class I shares of Navellier Mid Cap Growth
Portfolio are contained as part of this Registration Statement. The Prospectus
and Statement of Additional Information for all other Portfolios of the Fund,
including for the non-Class I shares of the Navellier Mid Cap Growth Portfolio,
are incorporated by reference to Registrant's Post-Effective Amendment No. 12
as filed on April 30, 1999.
The Registrant undertakes to update this Explanatory Note, as needed, each time
a Post-Effective Amendment is filed.
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<PAGE>
PART A
[LOGO]
THE NAVELLIER
PERFORMANCE FUNDS
THE NAVELLIER MID CAP GROWTH PORTFOLIO
CLASS I SHARES
INVESTING FOR
LONG-TERM CAPITAL GROWTH
Prospectus dated December __, 1999
THIS PROSPECTUS CONTAINS INFORMATION PERTAINING ONLY TO THE NAVELLIER MID CAP
GROWTH PORTFOLIO - CLASS I SHARES.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY
OTHER MUTUAL FUND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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(THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY)
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TABLE OF CONTENTS
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INTRODUCING OUR PORTFOLIO..................................
MID CAP GROWTH PORTFOLIO....................................
FINANCIAL HIGHLIGHTS........................................
WHO IS RESPONSIBLE FOR THE PORTFOLIO........................
Investment advisor......................................
Distributor.............................................
ACCOUNT POLICIES............................................
UNDERSTANDING EARNINGS......................................
UNDERSTANDING TAXES.........................................
HOW TO BUY, SELL, AND EXCHANGE SHARES.......................
Buying shares...........................................
Selling or exchanging shares............................
Buying or selling through selected broker-dealers.......
NEED TO KNOW MORE? (BACK COVER).............................
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More detailed information on subjects covered in this prospectus are
contained within the Statement of Additional Information (SAI). Investors
seeking a more in-depth explanation of the Navellier Mid Cap Growth
Portfolio should request the SAI to review it before purchasing shares of
the Portfolio.
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INTRODUCING OUR PORTFOLIO
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WHO SHOULD INVEST IN OUR PORTFOLIO?
The Navellier Mid Cap Growth Portfolio, like the other Navellier Performance
Portfolios, uses an aggressive investment style suitable for investors
willing to accept more risk and tolerate more price fluctuations while
seeking higher than average returns. This Portfolio is for investors who can
keep their money invested for longer periods, preferably at least five
years, without needing to rely on this money for other purposes. The
Navellier Mid Cap Growth Portfolio is not suitable for investors seeking
current income.
ONE INVESTMENT GOAL FOR ALL OUR PORTFOLIOS
All Navellier Performance Portfolios have the same investment goal: to
achieve long-term capital growth -- in other words, to increase the value of
your investment over time. The investment goal of each Portfolio can only be
changed with shareholder approval.
CLASS I SHARES
Class I shares are available for purchase exclusively by registered
investment advisers and their clients. The minimum purchase per account
is $250,000 for the Class I shares of Navellier Mid Cap Growth Portfolio.
Class I shares are "no-load." This means there is no initial sales charge
for buying or selling shares. There is also no Rule 12b-1 distribution
fee and the Portfolio's adviser currently waives a percentage of its
administrative fee. As a result of the relatively lower expenses for
Class I shares, the level of income dividends per share (as a percentage
of net asset value) and, therefore, the overall investment return,
typically will be higher for Class I shares than for the Portfolio's
initial class of shares.
KEY DEFINITIONS
"We", "Us" and "Our" -- means the Navellier Performance Fund.
"You" and "Your" -- mean the prospective investor.
"Fund" -- means all eight Navellier Performance Portfolios.
"Portfolio" -- refers to the Mid Cap Growth Portfolio.
"Market capitalization" -- means the number of shares available for trading
multiplied by the price per share.
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YEAR 2000 COMPLIANCE.
MOST COMPUTER SYSTEMS TODAY RECOGNIZE ONLY TWO DIGIT DATES (E.G. 99 INSTEAD
OF 1999). THESE SAME SYSTEMS WITHOUT THE PROPER CHANGES WILL RECOGNIZE 00 AS
THE YEAR 1900. WE HAVE A DETAILED PLAN TO CORRECT POTENTIAL PROBLEMS
ASSOCIATED WITH THIS SITUATION. WE ALSO HAVE A CONTINGENCY PLAN. THE
OBJECTIVE OF OUR CONTINGENCY PLAN IS TO PROVIDE UNINTERRUPTED BUSINESS
SERVICES FOR NAVELLIER?S ADVISORY CLIENTS, INCLUDING THE FUND, DURING PERIODS
WHERE THE POTENTIAL FOR UNPREDICTABLE BUSINESS INTERRUPTIONS IS HIGH.
ALTHOUGH WE CANNOT GUARANTEE THAT WE WILL SUCCESSFULLY COMPLETE OUR PLANS, WE
ARE CONFIDENT THAT OUR SYSTEMS WILL BE ADAPTED IN TIME FOR THE YEAR 2000.
ALTHOUGH WE HAVE ASSURANCES FROM OUR VENDORS THAT THEY WILL ALSO ADAPT THEIR
SYSTEMS IN TIME, WE CAN PROVIDE NO GUARANTEES. WE ALSO HAVE NO CONTROL OVER
THE SYSTEMS OF THE COMPANIES IN WHICH WE INVEST, PARTICULARLY FOREIGN
COMPANIES AND FOREIGN MARKETS WHICH MAY NOT BE AS PREPARED AS U.S. COMPANIES
AND MARKETS. YEAR 2000 PROBLEMS AT ANY COMPANY OR MARKET IN WHICH WE
INVEST MAY HAVE AN ADVERSE IMPACT ON THE VALUE OF THE PORTFOLIO.
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LIMITED FEDERAL GUARANTEES.
THE PORTFOLIO WILL NORMALLY HOLD LESS THAN 35% OF ITS TOTAL ASSETS IN CASH OR
CASH EQUIVALENTS (SUCH AS MONEY MARKET SECURITIES). THE ASSETS WILL MOST
LIKELY BE DEPOSITED IN INTEREST BEARING ACCOUNTS, MONEY MARKET ACCOUNTS, OR
MONEY MARKET MUTUAL FUNDS WITH RUSHMORE TRUST & SAVINGS, FSB. AN INVESTMENT
IN THE PORTFOLIO IS NOT A BANK DEPOSIT. PLEASE BE AWARE THAT MONEY MARKET
INVESTMENTS HAVE NO FDIC PROTECTION AND THE RUSHMORE INTEREST BEARING ACCOUNT
IS PROTECTED ONLY UP TO $100,000.
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CUSTOMER ASSISTANCE PHONE NUMBER: 1-800-887-8671
SHAREHOLDER AND ACCOUNT INQUIRIES: 1-800-622-1386
THE NAVELLIER MID CAP GROWTH PORTFOLIO
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THIS PORTFOLIO SEEKS LONG-TERM CAPITAL GROWTH BY INVESTING MAINLY IN STOCKS
OF MID-CAPITALIZATION COMPANIES WHICH ALSO HAVE THE POTENTIAL TO RISE IN
PRICE.
OUR PRINCIPAL STRATEGY
This Portfolio is designed to achieve the highest possible returns while
minimizing risk. Our selection process focuses on fast growing companies
that offer innovative products, services, or technologies to a rapidly
expanding marketplace. We use an objective, "bottom-up," quantitative
screening process designed to identify and select inefficiently priced
growth stocks with superior returns compared to their risk characteristics.
We mainly buy stocks of companies which we believe are poised to rise in
price. Our investment process focuses on "growth" variables including, but
not limited to, earnings growth, reinvestment rate, and operating margin
expansion.
We attempt to uncover stocks with strong return potential and acceptable
risk characteristics. To do this, we use our proprietary computer model to
calculate and analyze a "reward/risk ratio." The reward/risk ratio is
designed to identify stocks with above market average returns and risk
levels which are reasonable for higher return rates.
Our research team then applies two or more sets of criteria to identify the
most attractive stocks. Examples of these criteria include earnings growth,
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profit margins, reasonable price/earnings ratios based on expected future
earnings, and various other fundamental criteria.
Stocks with the best combination of growth ratios are blended into a
diversified portfolio.
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EVERY QUARTER, WE EVALUATE OUR TESTS AND REWEIGHT THEIR INFLUENCE ON THE
COMPUTER MODELS AS NECESSARY. THIS ALLOWS US TO CONTINUOUSLY MONITOR WHICH
FACTORS APPEAR TO BE CURRENTLY IN FAVOR IN THE FINANCIAL MARKETS.
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WHAT WE INVEST IN
Under normal conditions, the Portfolio invests at least 65% of its total
assets in companies with market capitalization between $1.5 and $5 billion.
The remaining 35% may be invested in other types of securities, such as:
- bonds, cash, or cash equivalents, for temporary defensive purposes, if we
believe it will help protect the Portfolio from potential losses, or to
meet shareholder redemptions; and,
- up to 25% of its total assets in foreign securities traded on the United
States market.
THE PRINCIPAL RISKS
As with any mutual fund, there are risks of investing. We cannot guarantee
we will meet our investment goals. Furthermore, it is possible that you may
lose some or all of your money.
MARKET RISK. Investment in common stocks is subject to the risks of
changing economic, stock market, industry, and company conditions which
could cause the Portfolio's stocks to decrease in value. The companies in
this Portfolio are generally in a rapid growth phase and their stocks tend
to fluctuate in value more often than most securities. Because we invest
aggressively, the Portfolio could experience more price volatility than
less aggressive funds.
LIQUIDITY RISK. Smaller capitalization stocks trade fewer shares than
larger capitalization stocks. This may make shares more difficult to sell
if there are not enough buyers. Although we do not anticipate liquidity
problems, the potential risk exists. You should not invest in this
Portfolio unless you are willing to accept this risk.
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PORTFOLIO TURNOVER.
THE MORE OFTEN STOCKS ARE TRADED, THE MORE A PORTFOLIO WILL BE CHARGED
BROKERAGE COMMISSIONS, DEALER MARK-UPS, AND OTHER TRANSACTION COSTS THAT
LOWER PERFORMANCE. IN ADDITION, SALES OF STOCKS MAY GENERATE CAPITAL GAINS
TAXES. WE DO NOT EXPECT THIS PORTFOLIO TO HAVE A TURNOVER RATE OF MORE THAN
300% EACH YEAR, AND IT MAY BE LOWER. WE WILL GO HIGHER IF IT WILL IMPROVE A
PORTFOLIO'S PERFORMANCE.
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FEES AND EXPENSES OF THE PORTFOLIO
This section will help you understand the fees and operating expenses of
this Portfolio and how they may affect you. You pay the fees shown below
directly to us when you buy or sell shares. Operating expenses are paid each
year by the Portfolio.
FEES. This table describes the fees you may pay if you buy and hold the
Class I shares of this Portfolio. You pay no initial sales charges,
contingent deferred sales charges or 12b-1 distribution fees to buy or sell
Class I shares of the Mid Cap Growth Portfolio.
OPERATING EXPENSES PAID EACH YEAR BY THE PORTFOLIO. This table describes
the operating expenses you may pay if you buy and hold Class I shares of
this Portfolio. Expenses are deducted from the Portfolio's income before
dividends are paid. Some expenses are shared by all the Portfolios and are
allocated on a pro rata basis.
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(as a % of average daily net assets)
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Management Fees................................. 0.84%
Distribution (and/or service)(12b-1) Fees....... 0.00%
Other Expenses.................................. 0.15%
Administration Fees(1).............. 0.10%
Other Operating Expenses............ 0.05%
Total Annual Portfolio Operating Expenses....... 0.99%
</TABLE>
(1) Reflects Navellier's contractual waiver of a portion of the Portfolio's
administration fees.
FEE EXAMPLE. This example is intended to help you compare the cost of
investing in the Class I shares of the Portfolio with the cost of investing
in other mutual funds.
The example assumes that you invest $10,000 in the Class I shares of
the Portfolio for the time periods indicated and then redeem all of your
shares at the end of those periods. The example also assumes that your
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investment has a 5% return each year and that the Portfolio's operating
expenses remain the same. This example uses net annual operating expenses
for the first year and total operating expenses (i.e., without the
administration fee waiver) for 3 years, 5 years and 10 years. Assuming
the Advisor continues to reimburse the Portfolio, your actual expenses
could be lower. Although your actual costs may be higher or lower, based
on these assumptions your costs would be:
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1 year.................................. $ 101
3 years................................. $ 315
5 years................................. $ 547
10 years................................ $1,213
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HOW THE PORTFOLIO HAS PERFORMED
The charts below give some indication of the risks of investing in the Mid
Cap Growth Portfolio.
MID CAP GROWTH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
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1996 2.75%
1997 26.18%
1998 12.31%
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* FROM COMMENCEMENT OF OPERATIONS NOVEMBER 26, 1996
YEAR BY YEAR TOTAL RETURN. This chart shows how the Portfolio's
performance has changed from year to year. Fees are not included in this
chart. If they were, the Portfolio's returns would be less than those
shown.
1996 2.75%
1997 26.18%
1998 12.31%
HIGHEST AND LOWEST QUARTERLY RETURNS. This chart shows the range of
returns experienced by the Portfolio since it began operations on November
26, 1996.
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3rd quarter 1997 - up 17.57% 3rd quarter 1998 - down 13.32%
AVERAGE ANNUAL RETURNS. This chart compares the Portfolio's average annual
returns to the Russell 2000 Growth Index for the same time period. This
information may help provide an indication of the Portfolio's risks and
potential rewards. All figures assume reinvestment of dividends and
distributions. The Portfolio's past performance is not a guarantee of how
it will perform in the future. The sale of Class I shares will begin as
of the date of this Prospectus. There is, therefore, no performance
history for the Class I shares. The average annual return information
shown below is for the initial class of shares of the Portfolio and
therefore reflects the deduction of the 12b-1 distribution fee as well
as the different fee waiver arrangements that are in place for the
Class I shares.
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ONE YEAR SINCE INCEPTION (1)
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Mid Cap Growth Portfolio................ 12.31% 19.66%
Russell 2000 Growth Index............... 1.23% 14.80%
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(1) The effective date of the Mid Cap Growth Portfolio was November 26, 1996.
Performance was measured against the Russell 2000 Growth Index as of
November 26, 1996.
FINANCIAL HIGHLIGHTS
No financial information is presented for the Class I shares of the Portfolio
since no Class I shares have been issued as of the date of this Prospectus.
WHO IS RESPONSIBLE FOR THE PORTFOLIO
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INVESTMENT ADVISOR
Navellier Management, Inc. is the Investment Advisor to the Mid Cap Growth
Portfolio. Navellier is located at One East Liberty, Third Floor, Reno,
Nevada, 89501.
LOUIS G. NAVELLIER has been the CEO and President of Navellier Management,
Inc. since 1994. He has an aggressive investment style suitable only for
investors willing to accept a little more risk and who can hold stocks
long-term. Mr. Navellier developed a computer model based on an existing
proven model, which identifies attractive stocks to meet the goals of the
Portfolio. He has been advising Portfolio Managers based on his investment
technique since 1987. Mr. Navellier has the final decision making authority
on stock purchases and sales and is ultimately responsible for all decisions
regarding the Portfolio.
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ALAN ALPERS has been the Senior Portfolio Manager and Analyst for Navellier
Management, Inc. since 1994. Mr. Alpers is the portfolio manager of and is
responsible for the daily activities of the Portfolio. He believes that
with Navellier's quantitative and fundamental analysis he can select stocks
that will outperform the overall stock market without exposing investors to
excessive risk.
DISTRIBUTOR
Navellier Securities Corp. is the Distributor for the Fund and is
responsible for the sale and distribution of shares to individual
shareholders, broker-dealers and investment advisers. Mr. Navellier is
100% owner of the Distributor.
ACCOUNT POLICIES
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Here are some important details to know before investing in the Portfolio:
HOW WE PRICE SHARES.
Shares are priced at net asset value (NAV). The net asset value is
calculated by adding the values of all securities and other assets of the
Portfolio, subtracting liabilities, and dividing by the number of
outstanding shares.
WHEN SHARES ARE PRICED.
NAV calculations are made once each day, after the close of trading (4:00
p.m. Eastern Time). Shares are not priced on any national holidays or other
days when the New York Stock Exchange (NYSE) is closed.
IMPORTANT INFORMATION ABOUT FOREIGN STOCK TRADES.
Foreign stock trades may occur on days when the NYSE is closed. As a
result, share values may change when you are unable to buy or sell shares.
NOTIFICATION OF CHANGES.
You will be notified of any significant changes to the Portfolio in
writing at least 90 days before the changes take effect.
WHEN STATEMENTS ARE SENT.
We will send you an account statement at least quarterly.
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UNDERSTANDING EARNINGS
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The Portfolio may pay you dividends or distributions. Here are some specifics
about these earnings:
THREE KINDS OF DIVIDENDS.
Dividends paid to you could be:
- a return of capital (a repayment of the money you invested);
- dividends or interest earned by shares of the stocks in the Portfolio;
- capital gains earned by selling shares of stocks at a profit.
WHEN DIVIDENDS AND DISTRIBUTIONS ARE PAID.
The Portfolio will distribute all of its net investment income and net
realized capital gains (if any) once a year, usually in December.
YOUR CHOICE: SHARES OR CASH.
You may choose to receive dividends or distributions in one of two ways:
- We will automatically reinvest your dividends and distributions in
additional shares of the Portfolio, priced at the net asset value, unless
you ask to be paid in cash. We have the right to alter this policy as long
as we notify you at least 90 days before the record date for a dividend or
distribution; or
- To be paid in cash, you must notify us in writing. Cash payments will be
made by check, mailed to the same address as statements and confirmations,
unless you instruct us otherwise in writing.
WHO RECEIVES A DIVIDEND.
You are entitled to a dividend or distribution if you buy shares before the
close of business (4 p.m. Eastern Time) on the record date (the day the
dividend or distribution is declared). The Portfolio has the right to use
this money until the date of payment to you.
UNDERSTANDING TAXES
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Distributions received in cash or additional shares of the Portfolio may be
subject to federal income tax. The following are general rules concerning the
tax consequences of investing in the Navellier Performance Portfolios. Be
sure to consult your tax advisor about the specific tax implications of your
investments.
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TAX CONSEQUENCES OF DIVIDENDS.
Your dividends are taxable in the following ways:
- A return of capital is not taxable to you.
- Dividends and interest earned by the Portfolio are taxable to you as
ordinary income.
- Capital gains distributions are taxable as long-term capital gains,
regardless of how long you have held the shares. When you sell or exchange
shares you will realize a capital gain or loss, depending on the
difference between what your shares cost you and what you receive for
them. A capital gain or loss will be long-term or short-term, depending on
the length of time you held the shares.
WHEN DIVIDENDS ARE TAXABLE.
Dividends are taxable in the year they are declared. You could, therefore,
receive a dividend payment in January that is taxable in the previous year
because it was declared in the previous year.
TAX EXCEPTIONS.
Dividends will not be taxable in the year they are paid if the Portfolio is
being held in a tax-advantaged account, such as an IRA.
GAINS AND LOSSES.
If you sell or exchange shares, you will usually receive either a gain or a
loss (based on the difference between what you paid for the shares and the
price at which you sold or exchanged them). These gains and losses may be
subject to federal income tax, are usually treated as capital gains, and
will be either long-term or short-term depending on how long you held the
shares.
REPORTING.
You must report all dividends and redemptions. You may be subject to a 31%
backup withholding, as required by law. (See the bottom of the back side of
our application.) This amount will be credited against your federal income
tax liabilities.
STATE AND LOCAL TAXES.
Dividends may be subject to state and local taxes.
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BE CAREFUL: TIMING CAN MAKE A DIFFERENCE.
CAPITAL GAINS AND DIVIDENDS REDUCE THE NET ASSET VALUE (NAV) OF EACH PORTFOLIO
SHARE. BEFORE BUYING SHARES, BE AWARE WHEN DIVIDENDS, INCLUDING CAPITAL GAINS
DISTRIBUTIONS, ARE EXPECTED TO BE PAID. IF THEY ARE PAID SHORTLY AFTER YOU
PURCHASE SHARES, THE VALUE OF YOUR SHARES WILL BE REDUCED AND THE DIVIDEND OR
DISTRIBUTION WILL BE TAXABLE TO YOU, EVEN THOUGH THE ACCOUNT WILL HAVE THE SAME
VALUE BEFORE AND AFTER THE DISTRIBUTION.
<PAGE>
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HOW TO BUY, SELL, AND EXCHANGE SHARES
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Here are some general rules to consider:
THREE WAYS TO PLACE ORDERS.
You may place an order with:
- the Distributor, Navellier Securities Corp.;
- the Transfer Agent, Rushmore Trust & Savings, FSB; or
- one of our selected broker-dealers.
PURCHASE MINIMUMS
You may buy Class I shares of the Portfolio for:
- an initial amount of at least $250,000; and,
- additional investments of at least $100.
PRICING.
You receive the next NAV calculated after your properly completed order is
received.
DIVIDENDS.
You will be credited with dividends for shares on the day you purchase
them, but you will not be credited with dividends for shares on the day you
sell them.
WHEN YOU RECEIVE YOUR MONEY.
You may instruct us to deposit the proceeds of a sale into your Rushmore
money market account, or to mail the proceeds. Normally, we will mail your
check within seven days of the redemption. If you sell all your shares, you
will receive an amount equal to the total value of the shares plus all
declared but unpaid dividends. If you buy shares by check and sell them
within the next 15 days, we may delay paying you until after the 15th day
from the purchase date or until the check clears, whichever occurs first.
You can avoid this delay if you wire money to buy shares.
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RESTRICTIONS ON PHONE ORDERS.
You may only sell by phone if you have requested telephone redemption
privileges on your original application. Shares held in an IRA may not be
redeemed by phone. Furthermore, you must wait to sell shares by phone for
at least 30 days after notifying Rushmore Trust & Savings of a change of
address.
CHANGING THE TERMS.
We can change any of the methods of buying or selling after giving you 30
days' written notice.
BUYING SHARES
BY MAIL
FILL OUT AN APPLICATION. Complete an application naming the Portfolio or
Portfolios in which you are investing and how much money is to be invested
in each.
WRITE A CHECK. Make the check payable to "The Navellier Performance Funds."
SEND THE CHECK AND APPLICATION. Mail the check and application to:
The Navellier Performance Funds
c/o Rushmore Trust & Savings, FSB
4922 Fairmont Avenue
Bethesda, MD 20814
Once your check and properly completed application are received, your shares
will be bought at the next determined NAV. For example, if we receive your
check after 4 p.m. Eastern time, the purchase will be made based on the
shares' NAV of the next trading day. If additional information is required,
your application will be considered incomplete until we have received it.
PLEASE NOTE: No foreign checks are accepted.
BY WIRE
CALL YOUR BANK. Tell your bank to send wiring instructions including:
- the Portfolio or Portfolios in which you are investing, and how much is to
be invested in each;
- your Navellier account number;
- the order number (if available);
- your name.
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GIVE THE BANK WIRING INSTRUCTIONS. Send the wire transfer to:
Rushmore Federal Savings Bank
Bethesda, MD
Routing number 0550 71084
For account of The Navellier Performance Funds
Account number 029 385770
FOLLOW UP WITH A PHONE CALL. You must follow up the wire with a phone call
to us at 1-800-622-1386 or 1-301-657-1510 and tell us the amount you wired
and the bank sending the wire.
PLEASE NOTE: You are responsible for any wiring charges from your bank. If
we purchase shares based on your wiring instructions and have to cancel the
purchase because your wire is not received, you may be liable for any loss
the Portfolio may incur.
BY AUTOMATIC PLAN
MAKE MONTHLY PURCHASES. You may make automatic monthly purchases of
Portfolio shares directly from your bank account. Simply complete the
automatic monthly withdrawal application authorizing your bank to transfer
money from your checking account to Rushmore Savings & Trust. This is a free
service, and you may discontinue it at any time.
SELLING SHARES
BY MAIL
SEND THE FOLLOWING INFORMATION. Send a written request including the:
- name of the Portfolio;
- account name and number;
- exact names of each registered account owner;
- number or dollar amount of shares to be sold (or that all shares are to be
sold).
The mailing address is:
The Navellier Performance Funds
c/o Rushmore Trust & Savings, FSB
4922 Fairmont Avenue
Bethesda, MD 20814
BY PHONE
MAKE A PHONE CALL. Call Rushmore Trust & Savings at 1-800-622-1386 by 4 p.m.
Eastern Time to have your shares sold that day.
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HAVE YOUR INFORMATION READY. Provide the proper personal identification
information requested of you. We reserve the right to refuse the order if we
cannot reasonably confirm the authenticity of the instructions.
BY AUTOMATIC PLAN
MAKE REGULAR WITHDRAWALS. If you have a total of $250,000 or more invested
in Navellier Portfolios, you may instruct us to make monthly, quarterly, or
annual payments of any amount above $1,000 to anyone you name. Shares will
be sold on the last business day of each month. Contact us to arrange this
service.
NEED TO KNOW MORE?
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THE NAVELLIER PERFORMANCE PORTFOLIOS
Additional information is available free of charge in the Annual/Semi-Annual
Report and the Statement of Additional Information (SAI). In our Annual
Report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the
past fiscal year. The SAI is incorporated by reference (legally considered
part of this document). Documents will be sent within 3 business days of
receipt of request.
The Navellier Performance Portfolios
c/o Navellier Securities Corp.
One East Liberty, Third Floor
Reno, Nevada 89501
1-800-887-8671
Internet address: http://www.navellier.com
Copies can also be viewed at the SEC's Public Reference Room in Washington,
D.C. (1-800-SEC-0330), or on the Commission's Internet site
(http://www.sec.gov), or by written request (including duplicating fee) to
the Public Reference Section of the Commission, Washington, D.C. 20549-6009.
SEC File Number - 811-9142
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PART B
THE NAVELLIER PERFORMANCE FUNDS
THE NAVELLIER MID CAP GROWTH PORTFOLIO
CLASS I SHARES
STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER __, 1999
THIS STATEMENT OF ADDITIONAL INFORMATION PERTAINS ONLY TO
THE NAVELLIER MID CAP GROWTH PORTFOLIO - CLASS I SHARES
This Statement of Additional Information, which is not a prospectus, should
be read in conjunction with the Prospectus of The Navellier Mid Cap Growth
Portfolio (Class I shares) of The Navellier Performance Funds (the "Fund"),
dated December __, 1999, 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. . . . . . . . . . . . . . . . . . . ..
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . ..
TRUSTEES AND OFFICERS OF THE FUND. . . . . . . . . . . . . . . . . . ..
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . ..
THE INVESTMENT ADVISOR, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . .
BROKERAGE ALLOCATION AND OTHER PRACTICES . . . . . . . . . . . . . . . .
CAPITAL STOCK AND OTHER SECURITIES . . . . . . . . . . . . . . . . . . .
PURCHASE, REDEMPTION, AND PRICING OF SHARES. . . . . . . . . . . . . . .
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UNDERWRITERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<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 OBJECTIVE OF THE NAVELLIER MID CAP GROWTH PORTFOLIO
The Investment Objective of the Mid Cap Growth Portfolio ("Portfolio") is to
achieve long-term growth of capital primarily through investment in mid cap
companies with appreciation 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. 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.
OTHER INVESTMENTS
While under normal circumstances the Portfolio will invest at least 65%
of its total assets in equity securities, the Portfolio 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, the Portfolio may retain cash or invest all or
any portion of its assets in cash equivalents, including money market mutual
funds. Under normal conditions, the Portfolio's holdings in such non-equity
securities should not exceed 35% of the total assets of the Portfolio. If the
Portfolio's assets, or a portion thereof, are retained in cash or money market
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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 all of the Portfolio's 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 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. The 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. The Portfolio invests 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
Portfolio will invest up to 100% of its capital in equity securities selected
for their growth 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 Portfolio, 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.
LACK OF OPERATING HISTORY AND EXPERIENCE
The Mid Cap Growth Portfolio went effective November 26, 1996. The
Investment Advisor was organized on May 28, 1993. Although the Investment
<PAGE>
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.
Louis Navellier, the owner of the Investment Advisor, is also the owner
of another investment advisory firm, Navellier & Associates Inc., which
presently manages over $2 billion in investor funds. Louis Navellier, the
owner of the Investment Advisor, is also the owner of another investment
advisory firm, Navellier Fund Management, Inc., and owns 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 the
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 the 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 all of the same securities
at the same time that Navellier & Associates Inc., Navellier Fund Management,
Inc. and 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
<PAGE>
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 the Portfolio involves certain speculative
considerations. There can be no assurance that the Portfolio's objective will
be achieved or that the value of the investment will increase. The Portfolio
intends to comply with the diversification and other requirements applicable
to regulated investment companies under the Internal Revenue Code.
INVESTMENT POLICIES. The investment objectives and policies of the
Portfolio are described in the Prospectus. The following general policies
supplement the information contained in the Prospectus. Also following are
other types of investments in which the Portfolio may invest.
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
<PAGE>
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.
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.
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.
INVESTING IN SECURITIES OF FOREIGN ISSUERS
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 the Portfolio'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.
<PAGE>
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 Portfolio of investing in foreign
securities may be limited, since the Portfolio may not invest more than 25%
of its net asset value in such securities and the 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 Prospectus.
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 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.
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The following investment restrictions are fundamental policies of the
Fund with respect to the Mid Cap Growth Portfolio and may not be changed except
as described above. The Portfolio may not:
1. Purchase any securities on margin; PROVIDED, HOWEVER, that the
Portfolio may obtain short-term credit as may be necessary for the clearance
of purchases and sales of securities.
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 the 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 the 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.
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 the Portfolio for temporary or emergency
(not leveraging) 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 the Portfolio, and (ii) borrow money only from
banks for the 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 the Portfolio. As an
operating policy, the Portfolio may not invest in portfolio securities while
the amount of borrowing of the Portfolio exceeds 5% of the total assets of
the Portfolio.
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9. Pledge, mortgage, or hypothecate the assets of the Portfolio to an
extent greater than 10% of the total assets of the Portfolio to secure
borrowings made pursuant to the provisions of Item 8 above.
10. Purchase for the 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 the 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 the Portfolio would be invested in either illiquid or unseasoned
securities.
11. Invest more than 5% of the assets of the 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. The Portfolio?s annual rate of portfolio turnover 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 the Portfolio's shares and
by requirements which enable the Fund to receive certain favorable tax
treatment. The portfolio turnover rate for the Navellier Mid Cap Growth
Portfolio for the period January 1, 1998 through December 31, 1998 was 211%.
The Fund will attempt to limit the annual portfolio turnover rate of the
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.
TRUSTEES AND OFFICERS OF THE FUND
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.
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The following information is provided with respect to each trustee and
officer of the Fund:
<TABLE>
<CAPTION>
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;
Age: 41 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
2206 209th Place N.E. provides consulting services to of Financial Economics, School of
Redmond, WA 98053 Navellier & Associates Inc.) Business, California State University
Age: 78 at Hayward (1973-1992); Visiting
Professor, Financial Economics,
University of California at Berkeley
(1984-1987).
Barry Sander Trustee Currently retired as of December 1, 1998,
695 Mistletoe Rd., #2 formerly he was the President and CEO of Ursa
Ashland, OR 97520 Major Inc., a stencil manufacturing firm
Age: 51 and had been for the past nine years.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Joel Rossman Trustee Currently retired as of March 15, 1998.
6 Spanish Bay Court Formerly he was President and CEO of
Petaluma, CA 94954 Personal Stamp Exchange, Inc., a
Age: 50 manufacturer, designer and
distributor of rubber stamp products.
He had been President and CEO of
Personal Stamp Exchange for the
preceding 10 years.
Jacques Delacroix Trustee Professor of Business Administration,
University of Leavy School of Business, Santa Clara
Santa Clara University (1983-present)
Santa Clara, CA
Age: 57
Arjen Kuyper(1) Treasurer Mr. Kuyper is and has been an operations
One East Liberty manager for Navellier & Associates, Inc.
Third Floor since 1992 and operations manager
Reno, NV 89501 for Navellier Management, Inc.
Age: 43 and for Navellier Securities Corp.,
since 1993.
</TABLE>
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(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.
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)
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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.
<TABLE>
<CAPTION>
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REMUNERATION TABLE
- ---------------------------------------------------------------------------------
Name Capacity In Which Aggregate
Remuneration Received Remuneration
From
Registrant and
Fund Complex
for the fiscal
year ended
December 31,
1998
- ---------------------------------------------------------------------------------
<S> <C> <C>
Louis G. Navellier Trustee, President and $ 0.00
Chief Executive Officer
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Barry Sander Trustee $ 7,500.00
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Arnold Langsen Trustee $ 0.00
- ---------------------------------------------------------------------------------
Joel Rossman Trustee $ 7,500.00
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Jacques Delacroix Trustee $ 7,500.00
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</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Louis Navellier is not a control person of the Fund or of any Portfolio.
<PAGE>
THE INVESTMENT ADVISOR, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT
THE INVESTMENT ADVISOR
Navellier Management, Inc. acts as the Investment Advisor to the Mid Cap
Growth Portfolio of the Fund. The Investment Advisor is registered as an
investment adviser under the Investment Advisers 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 the Portfolio.
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.
The Investment Advisor is owned and controlled by its sole shareholder,
Louis G. Navellier (a 100% stockholder). 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. Navellier & Associates, Inc. is registered as an investment
adviser with the Securities and Exchange Commission. Louis Navellier is, and has
been, in the business of rendering investment advisory services to significant
pools of capital since 1987.
For information regarding the Fund's expenses and the fees paid to the
Investment Advisor see "Fees and Expenses of the Portfolio" in the Prospectus.
(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.
(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:
<TABLE>
<CAPTION>
Shares of Outstanding Stock Percentage of
Name of the Investment Advisor Outstanding Shares
- ----- --------------------------- ------------------
<S> <C> <C>
Louis G. Navellier 1,000 100%
</TABLE>
<PAGE>
(ii) The following individuals are affiliated with the Fund,
the Investment Advisor, and the Distributor in the following
capacities:
<TABLE>
<CAPTION>
Name Position
- ----- --------
<S> <C>
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 Micro Cap
Portfolio, the Large Cap Growth Portfolio,
the Large Cap Value Portfolio, the Small
Cap Value Portfolio and the Aggressive Small
Cap Equity Portfolio.
Alan Alpers One of the Portfolio Managers of
the Aggressive Growth Portfolio,
the Mid Cap Growth Portfolio,
the Aggressive Micro Cap Portfolio,
the Large Cap Growth Portfolio,
the Large Cap Value Portfolio, the Small
Cap Value Portfolio and the Aggressive Small
Cap Equity 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.
Arjen Kuyper Treasurer of The Navellier Performance Funds.
</TABLE>
<PAGE>
(iii) The management fees payable to the Investment Advisor under the
terms of the Investment Advisory Agreement (the "Advisory Agreement")
between the Investment Advisor and the Fund are payable monthly and are based
upon 0.84% of the average daily net assets of the Mid Cap Growth Portfolio.
The Investment Advisor has the right, but not the obligation, to waive any
portion or all of its management fee, from time to time.
Navellier Management, Inc. was paid investment advisory fees for
the Mid Cap Growth Portfolio in the following amount for the fiscal year
1998:
Navellier Mid Cap Growth Portfolio
- ----------------------------------
1998 $ 90,643
---------
The Investment Advisor has agreed to limit total annual Portfolio
operating expenses for the Class I shares of the Mid Cap Growth Portfolio
to 0.99% of average daily net assets until December 31, 2000.
During the twelve month period ended December 31, 1998, the Investment
Advisor paid operating expenses of $99,926 for the Mid Cap Growth
Portfolio. The Navellier Performance Funds seek future reimbursement of all
unreimbursed past expense incurred on behalf of the Fund. During the year
ended December 31, 1998, the Adviser paid operating expenses of the Mid Cap
Growth Portfolio totaling $99,926. Under the operating expense agreement,
the Adviser requested, and the Mid Cap Growth Portfolio reimbursed $17,033
of such expenses.
Expenses not expressly assumed by the Investment Advisor under the
Advisory Agreement are paid by the Fund. The Advisory Agreement lists
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
<PAGE>
Agreement, or (iii) a loss for which the Investment Advisor would not be
permitted to be indemnified under the Federal Securities laws.
(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.
Currently, the Advisor waives a portion of its annual administration fee of
0.25% with respect to the Mid Cap Growth Portfolio.
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 Agreement permits 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.
<PAGE>
(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 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 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. The Distributor
receives no compensation from the Fund with respect to distribution of the
Class I shares of the Portfolio.
(c) THE CUSTODIAN AND TRANSFER AGENT
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. 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.
(d) LEGAL COUNSEL
The Law Offices of Samuel Kornhauser is legal counsel to the Fund.
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
<PAGE>
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.
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
<PAGE>
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.
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, 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 presently receives an annual 0.84% fee for investment
management of the Mid Cap Growth Portfolio. The fee is payable monthly, based
upon the Portfolio's average daily net assets. The Investment Advisor also
receives a 0.25% annual fee (a portion of which is currently being waived) 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.
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.
<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.
Class I shares are available for purchase exclusively by registered
investment advisers and their clients. The minimum purchase per account is
$250,000 for the Class I shares of Navellier Mid Cap Growth Portfolio. Class I
shares are "no-load." This means there is no initial sales charge for buying
or selling shares. There is also no Rule 12b-1 distribution fee and the
Investment Advisor currently waives a percentage of its administrative fee. As
a result of the relatively lower expenses for Class I shares, the level of
income dividends per share (as a percentage of net asset value) and, therefore,
the overall investment return, typically will be higher for Class I shares than
for the Portfolio?s initial class of shares.
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, one of
which--the Navellier Mid Cap Growth Portfolio--is described herein. The
Navellier Mid Cap Growth Portfolio has two classes of shares. As described
above, the Class I shares are only available for purchase by registered
investment advisers and their clients and require a minimum, initial purchase
per account of $250,000.
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
<PAGE>
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.
PURCHASE, REDEMPTION, AND PRICING OF SHARES
Class I shares of the Mid Cap Growth Portfolio are sold on a continuous
basis through the Distributor, the Transfer Agent and the Distributor's
network of broker-dealers.
PURCHASE BY MAIL
Investments in the Portfolio 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 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.
<PAGE>
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 MID CAP GROWTH PORTFOLIO
The shares of the Mid Cap Growth 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 the 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.
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 Portfolio 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 Portfolio
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 Portfolio, whether purchased through a
Selected Dealer or directly through the Transfer Agent.
<PAGE>
Shareholders who wish to transfer Fund shares from one broker-dealer to
another should contact the Fund at (800) 622-1386.
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.
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 1-800-622-1386 by 4:00 p.m. New York Time on any day the New York Stock
Exchange is open for business.
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.
<PAGE>
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.
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 herein.
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.
DETERMINATION OF NET ASSET VALUE. As described in the Prospectus, 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
<PAGE>
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.
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, and (c) 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.
<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
<PAGE>
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.
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.
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
<PAGE>
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).
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.
<PAGE>
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.
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.
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:
<TABLE>
<CAPTION>
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
1997 $ 0 $ 0 $ 0 $258,601
1998 $ 0 $ 0 $ 0 $325,560
</TABLE>
* These "other compensation" amounts are 12b-1 fees paid to NSC.
<PAGE>
No compensation is paid to the Distributor with respect to the Class I
shares of the Mid Cap Growth Portfolio.
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 Mid Cap Growth Portfolio had a total return of 12.31% for the
fiscal year 1998.
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
<PAGE>
be used to compare the performance of the Portfolio against certain widely
acknowledged outside standards or indices for stock and bond market
performance. The Russell 2000 Index measures the performance of the 2,000
smallest companies in the Russell 3000 Index, which represents approximately
11% of the total market capitalization of the Russell 3000 Index. The
Russell 3000 Index measures the performance of the 3,000 largest US companies
based on total market capitalization, which represents approximately 98% of
the investable US equity market.
As summarized in the Prospectus, the total return of each Portfolio may be
quoted in advertisements and sales literature.
FINANCIAL STATEMENTS
[TO BE FILED BY AMENDMENT]
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS
<TABLE>
<S> <C>
(a)(1) Certificate of Trust of Registrant [initial N-1A filed
December 8, 1995] *
(a)(2) Declaration of Trust of Registrant [initial N-1A
filed December 8, 1995] *
(b) By-Laws of Registrant [initial N-1A filed
December 8, 1995] *
(c) Not Applicable
(d)(1) Investment Management Agreement between the Navellier
Aggressive Growth Portfolio and Navellier Management,
Inc., dated April 27, 1998 [filed May 26, 1998]*
(d)(2) Investment Management Agreement between the
Navellier Mid Cap Growth Portfolio and Navellier
Management, Inc., dated April 27, 1998 [filed May 26,
1998]*
(d)(3) Investment Management Agreement between the
Navellier Aggressive Micro Cap Portfolio and Navellier
Management, Inc., dated April 27, 1998 [filed May 26,
1998]*
(d)(4) Investment Management Agreement between the Navellier
Small Cap Value Portfolio and Navellier Management,
Inc. dated April 27, 1998 [filed May 26, 1998]*
(d)(5) Investment Management Agreement between the Navellier
Large Cap Growth Portfolio and Navellier Management,
Inc. dated April 27, 1998 [filed May 26, 1998]*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(d)(6) Investment Management Agreement between the Navellier
Large Cap Value Portfolio and Navellier Management,
Inc. dated April 27, 1998 [filed May 26, 1998]*
(d)(7) Investment Management Agreement between the Navellier
International Equity Portfolio and Navellier
Management, Inc. dated April 27, 1998 [filed May 26,
1998]*
(d)(8) (Exhibit A) Sub-advisory Agreement between Navellier Management,
Inc. and Global Value Investors, Inc. [Post-Effective
Amendment No. 8 filed December 9, 1997] *
(d)(9) Investment Management Agreement between Navellier
Management, Inc. and The Navellier Aggressive Small
Cap Equity Portfolio dated dated April 27, 1998 [filed
May 26, 1998]*
(e)(1) Distribution Agreement dated October 17, 1995 [initial
N-1A filed December 8, 1995] *
(e)(2) Selected Dealer Agreement (specimen) [initial N-1A
filed December 8, 1995] *
(f) Not Applicable
(g) Administrative Services, Custodian, Transfer Agreement
with Rushmore Trust & Savings, FSB [initial N-1A filed
December 8, 1995] *
(h)(1) Navellier Administrative Services Agreement [initial
N-1A filed December 8, 1995] *
(h)(2) Trustee Indemnification Agreements [initial N-1A filed
December 8,1995] *
(i) Consent of Counsel (to be filed by amendment)
(j) Consent of Independent Auditors (to be filed by amendment)
(k) Financial Statements (to be filed by amendment)
(l)(1) Subscription Agreement between The Navellier
Performance Funds and Louis Navellier, dated October
17, 1995 [initial N-1A filed December 8, 1995] *
(l)(2) Investment Advisor Operating Expense Reimbursement
Agreement [initial N-1A filed December 8, 1995] *
(m)(1) 12b-1 Distribution Plan for the Navellier Aggressive
Growth Portfolio [initial N-1A filed
December 8, 1995] *
(m)(2) 12b-1 Distribution Plan for the Navellier Mid Cap
Growth Portfolio dated October 30, 1996 [Post-Effective
Amendment No. 4 filed November 26, 1996]*
(m)(3) 12b-1 Distribution Plan for the Navellier Small Cap
Value Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*
(m)(4) 12b-1 Distribution Plan for the Navellier Large Cap
Growth Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*
(m)(5) 12b-1 Distribution Plan for the Navellier Large Cap
Value Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(m)(6) 12b-1 Distribution Plan for the Navellier International
Equity Portfolio [Post-Effective Amendment No. 7 filed
November 14, 1997]*
(m)(7) 12b-1 Distribution Plan for the Navellier Aggressive
Small Cap Equity Portfolio dated March 30, 1998 filed
March 31, 1998 via EDGAR incorporated by reference *
(m)(8) 12b-1 Distribution Plan for the Navellier Aggressive
Micro Cap Portfolio dated April 27, 1998 [filed May 26,
1998]*
(n) Financial Data Schedule (The financial data schedules
are not contained in this N-1A filing, but are
incorporated by reference to the form N-SAR filing dated
2/27/99. The financial data schedules contained in the
form N-SAR filing are identical to the financial
statements contained in this N-1A filing.) *
(o) Rule 18f-3 Plan (to be filed by amendment)
</TABLE>
* Denotes the document is incorporated herein by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
(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 25. 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
<PAGE>
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 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.
C-5
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTION OF THE INVESTMENT ADVISER
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:
<TABLE>
<CAPTION>
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
Micro 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
Trustee and President of The American Tiger present, and was publisher and editor of the
Funds predecessor investment advisory newsletter OTC
Insight, which he began in 1980 and wrote through
July 1987.
</TABLE>
C-6
<PAGE>
ITEM 27. 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:
<TABLE>
<CAPTION>
Name and Principal Position and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ -------------------- ---------------------
<S> <C> <C>
Louis Navellier CEO, President, Director, Trustee, President and
One East Liberty, Treasurer and Secretary CEO
Third Floor
Reno, NV 89501
</TABLE>
(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 28. 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 29. 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 30. 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.
C-7
<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. 13 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 ______ day of _________, 1999.
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 ________, 1999
Officer), Treasurer
________________________ Trustee
Joel Rossman ________, 1999
________________________ Trustee
Barry Sander ________, 1999
________________________ Trustee
Arnold Langsen(2) ________, 1999
________________________ Trustee and Secretary
Jacques Delacroix ________, 1999
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 provide consulting services to Navellier &
Associates Inc., a company owned by Louis Navellier.
C-8
