NAVELLIER MILLENNIUM FUNDS, 497, 2000-09-07

NAVELLIER MILLENNIUM FUNDS
497, 2000-09-07

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<PAGE>

NAVELLIER MILLENNIUM FUNDS

[GRAPHIC]

NAVELLIER TOP 20 PORTFOLIO

NAVELLIER INTERNATIONAL GROWTH PORTFOLIO

NAVELLIER LARGE CAP GROWTH PORTFOLIO

NAVELLIER ALL CAP GROWTH PORTFOLIO

Prospectus dated September 5, 2000

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.

<PAGE>
TABLE OF CONTENTS
-----------------------------------------------------------------

<TABLE>
<S> <C>
INTRODUCING OUR PORTFOLIOS................................ 1

NAVELLIER TOP 20 PORTFOLIO................................ 2

NAVELLIER INTERNATIONAL GROWTH PORTFOLIO.................. 7

NAVELLIER LARGE CAP GROWTH PORTFOLIO...................... 11

NAVELLIER ALL CAP GROWTH PORTFOLIO........................ 14

FINANCIAL HIGHLIGHTS...................................... 17

WHO IS RESPONSIBLE FOR THE PORTFOLIOS..................... 18
Investment advisor.................................... 18
Distributor........................................... 18

ACCOUNT POLICIES.......................................... 18

UNDERSTANDING EARNINGS.................................... 19

UNDERSTANDING TAXES....................................... 19

HOW TO BUY, SELL, AND EXCHANGE SHARES..................... 20
Buying shares......................................... 25
Selling or exchanging shares.......................... 26
Buying or selling through selected broker-dealers..... 26

NEED TO KNOW MORE? (BACK COVER)
</TABLE>

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 Portfolios should request the SAI
to review it before purchasing shares of the Portfolios.
<PAGE>

(THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY)

<PAGE>
INTRODUCING OUR PORTFOLIOS
-----------------------------------------------------------------
WHO SHOULD INVEST IN OUR PORTFOLIOS?
The Navellier Millennium Funds Portfolios use an aggressive investment style
suitable for investors willing to accept more risk and tolerate more price
fluctuations while seeking higher than average returns. These Navellier
Portfolios are 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 Millennium Funds Portfolios are not
suitable for investors seeking current income.

ONE INVESTMENT GOAL FOR ALL OF OUR PORTFOLIOS
The investment goal for each of the Navellier Millennium Funds Portfolios is
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.

KEY DEFINITIONS
"We", "Us", "Our" and "Fund" -- mean The Navellier Millennium Funds.
"You" and "Your" -- mean the prospective investor.
"Portfolio" -- refers to each individual Millennium Funds Portfolio, which
combined, make up the "Fund."
"Market capitalization" -- means the number of shares available for trading
multiplied by the price per share.

--------------------------------------------------------------------------------
LIMITED PROTECTION
THE PORTFOLIOS WILL NORMALLY HOLD LESS THAN 35% OF THEIR TOTAL ASSETS IN CASH OR
CASH EQUIVALENTS SUCH AS MONEY MARKET FUNDS. THE ASSETS WILL MOST LIKELY BE
DEPOSITED IN RUSHMORE TRUST AND SAVINGS, FSB AND INTEREST BEARING ACCOUNTS,
MONEY MARKET ACCOUNTS, OR MONEY MARKET MUTUAL FUNDS WITH RUSHMORE TRUST AND
SAVINGS, FSB. AN INVESTMENT IN THE PORTFOLIOS 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.
--------------------------------------------------------------------------------

CUSTOMER ASSISTANCE PHONE NUMBER: 1-800-622-1386

SHAREHOLDER AND ACCOUNT INQUIRIES: 1-800-622-1386

1
<PAGE>
NAVELLIER TOP 20 PORTFOLIO
-----------------------------------------------------------------
THIS PORTFOLIO SEEKS LONG-TERM CAPITAL GROWTH BY INVESTING MAINLY IN STOCKS
OF COMPANIES WHICH HAVE THE POTENTIAL TO RISE IN PRICE.

OUR PRINCIPAL STRATEGY
This Portfolio will invest in equity securities of companies selected for
their growth or value potential. At times, this Portfolio may invest up to
100% of its total assets in such securities. This Portfolio may invest in
the securities of a broad range of companies without restriction on their
market capitalization (possibly including investments in foreign securities
of companies in emerging markets). This Portfolio may invest in, among other
things:

- common stock

- preferred stock

- convertible preferred stock

- convertible debt

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

- expanding profit margins

- market dominance and/or factors that create potential for market dominance

- sales growth

- other factors that indicate a company's potential for growth or increased
value

We select twenty stocks which have the highest ranking based on our
analysis, although we will not necessarily limit our investments to only
those stocks. We are not limited as to the type, operating history, or
dividend paying record of companies or industries in which this Portfolio
may invest. The main criteria for investment is that the securities provide
opportunities for capital growth and that they rank in our top 20 highest
rated investment opportunities when we make our analysis. Our analysis is
made at least once a month. Currently this Portfolio invests primarily in
what we believe are undervalued common stocks with long-term appreciation
potential.

Typically, we purchase common stocks of issuers which have records of
profitability and strong earnings momentum. These 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. However, we may also purchase common stocks of well known,
highly researched large companies if we believe such common stocks offer
opportunity for long-term capital appreciation.

2
<PAGE>
--------------------------------------------------------------------------------
EVERY QUARTER, WE EVALUATE OUR TESTS AND RE-WEIGHT 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. IF A SECURITY
DOES NOT MEET THE CRITERIA OF OUR REWARD/RISK RATIO AND THERE ARE OTHER
AVAILABLE SECURITIES THAT DO, WE WILL PROBABLY SELL THE SECURITY THAT DOES NOT
MEET OUR CRITERIA.
--------------------------------------------------------------------------------
WHAT WE INVEST IN
Under normal conditions, this Portfolio invests at least 65% of its total
assets in companies without regard to market capitalization. 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 this 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 this Portfolio's stocks to decrease in value. Because we invest
aggressively, this 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.
NON-DIVERSIFIED STATUS RISK. This Portfolio is non-diversified. This means
that the Portfolio may invest up to 10% of its assets in securities of a
single issuer and up to 25% of its assets in securities of companies in a
single industry. This Portfolio is subject to a greater risk of loss
because of its non-diversified status. There is also a greater potential
for volatility. This Portfolio's investment returns are more likely to be
impacted by changes in the market value and returns of any one portfolio
holding.
FOREIGN SECURITIES RISKS
POLITICAL RISK. The risk that a change in foreign government will occur
and that the assets of a company in which this Portfolio has invested will
be affected.
CURRENCY RISK. The risk that a foreign currency will decline in value.
This Portfolio may trade in currencies other than the U.S. dollar. An
increase in the value of the U.S. dollar relative to a foreign currency
will adversely affect the value of this Portfolio.
LIMITED INFORMATION RISK. The risk that foreign companies may not be
subject to accounting standards or governmental supervision comparable to
U.S. companies and that less public information about their operations may
exist.
EMERGING MARKET COUNTRY RISK. The risks associated with investment in
foreign securities are heightened in connection with investments in the
securities of issuers in emerging markets, as these markets are generally
more volatile than the markets of developed countries.

3
<PAGE>
SETTLEMENT AND CLEARANCE RISK. The risks associated with the clearance and
settlement procedures in non-U.S. markets, which may be unable to keep pace
with the volume of securities transactions and may cause delays.
LIQUIDITY RISK. Foreign markets may be less liquid and more volatile than
U.S. markets and offer less protection to investors. Over-the-counter
securities may also be less liquid than exchange-traded securities.
--------------------------------------------------------------------------------
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 WE BELIEVE IT WILL IMPROVE A
PORTFOLIO'S PERFORMANCE.
--------------------------------------------------------------------------------
HOW THE PORTFOLIO HAS PERFORMED
The chart below gives some indication of the risks of investing in the
Navellier Top 20 Portfolio. Of course, past performance is not necessarily
an indication of future performance.
The information provided is for the initial share class (Class A shares) and
does not reflect sales charges, which reduce return.
YEAR BY YEAR TOTAL RETURNS(1)

NAVELLIER TOP 20 PORTFOLIO

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
1999
RUSSELL 2000 INDEX NAVELLIER TOP TWENTY
<S> <C>
21.25% 75.91%
</TABLE>

(1) These figures are as of December 31 of each year. They do not reflect
sales charges and would be lower if they did. For example, a 4.95%
load would have resulted in a 67.2% total return for 1999.

AVERAGE ANNUAL RETURNS. This chart compares this Portfolio's average
annual returns to the Russell 2000 Index for the same time period. This
information may help provide an indication of this Portfolio's risks and
potential rewards. All figures assume reinvestment of dividends and
distributions. This Portfolio's past performance is not a guarantee of how
it will perform in the future.

4
<PAGE>
This Portfolio's Shares may be sold subject to a Contingent Deferred Sales
Charge ("CDSC") (depending on the class of shares purchased, the amount
purchased and the length of time held). This CDSC is not reflected in the
Bar Chart's performance figures. If the CDSC were reflected, the returns
(and the highest and lowest quarterly return figures) would be lower than
those figures shown on the Bar Chart depending on whether an investor
redeemed and how much the CDSC charge was.
HIGHEST AND LOWEST QUARTERLY RETURNS.

4th quarter 1999 - up 33.31% 3rd quarter 1999 - down 2.36%

The sale of Class B shares and Class C shares began as of March 17, 2000.
There is, therefore, no performance history for the Class B shares or the
Class C shares. The average annual return information shown below is for the
initial class of shares of this Portfolio (Class A shares).

<TABLE>
<CAPTION>
ONE YEAR SINCE INCEPTION (1)
<S> <C> <C>
----------------------------------------------------------------------------------------------
Navellier Top 20 Portfolio.................................. 67.20% 80.75%
Russell 2000 Index (2)...................................... 21.25% 31.61%
</TABLE>

<TABLE>
<C> <S>
(1) The effective date of the Navellier Top 20 Portfolio was
September 30, 1998. However, performance was measured
against
the Russell 2000 for the calendar year 1999, the first
full year which the Portfolio was in existence.
(2) The Russell 2000 Index is an unmanaged index consisting of
the stocks of 2000 U.S.-based companies. The Index does not
include fees or expenses and is not available for direct
investment.
</TABLE>

FEES AND EXPENSES OF THIS 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 this Portfolio.
FEES. This table describes the fees you may pay if you buy and hold shares
of this Portfolio. Each class of shares has a different set of transaction
fees, which will vary based on the length of time you hold shares in the
Portfolio and the amount of your investment. You will find details about
fee discounts and waivers under "How to Buy, Sell and Exchange Shares" in
this Prospectus.

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases (as % of
offering price)......................................... 4.95% None None
Maximum Sales Charge (Load) Imposed on Purchases (as a %
of net asset value)..................................... 5.21% None None
Maximum Deferred Sales Charge (Load) (as % of redemption
proceeds)............................................... 1.00%(2) 5.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends/ Distributions................................ None None None
Redemption Fee (as % of amount redeemed, if applicable)... None None None
Exchange Fee (1).......................................... $0-$5 $0-$5 $0-$5
</TABLE>

<TABLE>
<C> <S>
(1) Shares of each Portfolio of the Fund may be exchanged for
shares of other Portfolios at net asset value without charge
(up to five (5) exchanges per account). There is a charge of
$5 per exchange thereafter. There is no additional sales
charge (load) on exchanges of shares of one class of a
Portfolio for shares of the same class of another Portfolio.
(2) There is a 1% CDSC on purchases between $1,000,000 and
$2,499,999; a 0.50% CDSC on purchases between $2,500,000
and $4,999,999; or a 0.25% CDSC on purchases over
$5,000,000, if you redeem within 18 months of your purchase.
There is no additional sales charge (load) on exchanges of
one class of shares of a Portfolio for shares of the same
class of another Portfolio.
</TABLE>

5
<PAGE>
OPERATING EXPENSES PAID EACH YEAR BY THE PORTFOLIO. This table describes
the operating expenses you may pay if you buy and hold 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.

<TABLE>
<CAPTION>
(as a % of average daily net assets)
CLASS A CLASS B CLASS C
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
Management Fee................................................... 1.00% 1.00% 1.00%
Distribution (and/or service)(12b-1) Fees........................ 0.25% 1.00%(2) 1.00%(2)
Other Expenses................................................... 1.09% 1.09% 1.09%
Administration Fees.................................... 0.25%
Other Operating Expenses............................... 0.84%
Total Annual Fund Operating Expenses (1)......................... 2.34% 3.09% 3.09%
Expense Reimbursment (1)......................................... 0.84% 0.84% 0.84%
Net Annual Portfolio Operating Expenses.......................... 1.50% 2.25% 2.25%
</TABLE>

<TABLE>
<C> <S>
(1) Reflects Investment Advisor's contractual waiver for the
fiscal year ended December 31, 2000 of
reimbursement of a portion of the Portfolio's expenses
paid by the Investment Advisor.
(2) The 1% 12b-1 fee is allocated 0.75% to distribution services
and 0.25% to Shareholder services.
</TABLE>

FEE EXAMPLE. This example is intended to help you compare the cost of
investing in the various classes of shares of this Portfolio with the cost
of investing in other mutual funds.

The example assumes that you invest $10,000 in the 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 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 expense reimbursement) 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 are as
follows:

<TABLE>
<CAPTION>
Fees and expenses if you sold shares after:
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------
1 Year.................................................... $ 640 $ 742 $ 331
3 Years................................................... $1,189 $1,377 $ 954
5 Years................................................... $1,683 $1,840 $1,620
10 Years.................................................. $3,039 $3,224 $3,402
</TABLE>

<TABLE>
<CAPTION>
Fees and expenses if you did not sell your shares:
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------
1 Year.................................................... $ 640 $ 228 $ 228
3 Years................................................... $1,189 $ 954 $ 954
5 Years................................................... $1,683 $1,620 $1,620
10 Years.................................................. $3,039 $3,224 $3,402
</TABLE>

--------------------------------------------------------------------------------
EXPENSES PAID TO THE DISTRIBUTOR.
THIS PORTFOLIO IS ALLOWED TO PAY FEES TO THE DISTRIBUTOR AND OTHERS FOR
PROMOTING, SELLING, DISTRIBUTING AND/OR SERVICING ITS SHARES. THESE ARE COMMONLY
CALLED "12b-1 FEES." BECAUSE THESE FEES ARE PAID OUT OF THE PORTFOLIO'S ASSETS
ON AN ONGOING BASIS, OVER TIME THESE FEES WILL INCREASE THE COST OF YOUR
INVESTMENT AND MAY COST YOU MORE THAN PAYING OTHER TYPES OF SALES CHARGES, SUCH
AS A SALES COMMISSION AT THE TIME OF PURCHASE ("FRONT END LOAD") OR AT THE TIME
OF SALE ("BACK END LOAD"). PAYMENTS ARE MADE MONTHLY AND CAN BE UP TO 0.25%
ANNUALLY OF THE PORTFOLIO'S AVERAGE DAILY NET ASSETS FOR CLASS A SHARES AND UP
TO 1.00% ANNUALLY OF THE PORTFOLIO'S AVERAGE DAILY NET ASSETS FOR CLASS B AND
CLASS C SHARES.
--------------------------------------------------------------------------------

6
<PAGE>
NAVELLIER INTERNATIONAL GROWTH PORTFOLIO
-----------------------------------------------------------------
THIS PORTFOLIO SEEKS LONG-TERM CAPITAL GROWTH BY INVESTING IN FOREIGN STOCKS
WHICH HAVE THE POTENTIAL TO RISE IN PRICE.

OUR PRINCIPAL STRATEGY

The Navellier International Growth Portfolio is intended to take advantage
of the global economy while achieving long term capital appreciation. The
Portfolio has been designed to provide diversification benefits to domestic
equity portfolios. In an effort to keep expenses at a minimum, the Portfolio
will invest in international markets through the use of sponsored and
unsponsored foreign stocks and American Depository Receipts (ADRs). American
Depository Receipts are investment vehicles whereby foreign companies offer
their stock for purchase on U.S. stock exchanges, denominated in American
dollars. We attempt to uncover those stocks with strong return potential and
acceptable risk characteristics by exploiting market inefficiencies
utilizing the Navellier value added quantitative stock selection model,
portfolio optimization, and risk analysis. Our stock analysis is performed
at least once a month. The Portfolio may invest in the securities of a broad
range of companies without restriction on their market capitalization
(possibly including investments in foreign securities of companies in
emerging markets). At times, the Portfolio may invest up to 100% of its
total assets in such securities. We are not limited as to the type,
operating history or dividend paying record of companies in which the
Portfolio may invest. The Portfolio employs the Morgan Stanley E.A.F.E.
Index as a relative benchmark for performance. The Morgan Stanley E.A.F.E.
Index is considered to be the appropriate benchmark for international
investing.

--------------------------------------------------------------------------------
EVERY QUARTER, WE EVALUATE OUR TESTS AND RE-WEIGHT 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. IF A SECURITY
DOES NOT MEET THE CRITERIA OF OUR REWARD/RISK RATIO AND THERE ARE OTHER
AVAILABLE SECURITIES THAT DO, WE WILL PROBABLY SELL THE SECURITY THAT DOES NOT
MEET OUR CRITERIA.
--------------------------------------------------------------------------------

WHAT WE INVEST IN
Under normal conditions, the Portfolio invests at least 65% of its total
assets in companies without regard to market capitalization. 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.

MARKET RISK. Investment in International sponsored and unsponsored stocks
and ADRs is subject to the risks of changing political, economic, stock
market, industry, and company conditions which could cause the Portfolio's
stocks to decrease in value. 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.

7
<PAGE>
NON-DIVERSIFIED STATUS RISK. The Portfolio is non-diversified. This means
that the Portfolio may invest up to 10% of its assets in securities of a
single issuer and up to 25% of its assets in securities of companies in a
single industry. The Portfolio is subject to a greater risk of loss because
of its non-diversified status. There is also a greater potential for
volatility. The Portfolio's investment returns are more likely to be
impacted by changes in the market value and returns of any one portfolio
holding.

FOREIGN SECURITIES RISKS

POLITICAL RISK. The risk that a change in foreign government will occur
and that the assets of a company in which the Portfolio has invested will
be affected.

CURRENCY RISK. The risk that a foreign currency will decline in value. The
Portfolio may trade in currencies other than the U.S. dollar. An increase
in the value of the U.S. dollar relative to a foreign currency will
adversely affect the value of the Portfolio.

LIMITED INFORMATION RISK. The risk that foreign companies may not be
subject to accounting standards or governmental supervision comparable to
U.S. companies and that less public information about their operations may
exist. Investment in an unsponsored foreign stock could create the risk
that an investment might be made in a stock for which we could not obtain
all necessary information.

EMERGING MARKET COUNTRY RISK. The risks associated with investment in
foreign securities are heightened in connection with investments in the
securities of issuers in emerging markets, as these markets are generally
more volatile than the markets of developed countries.

SETTLEMENT AND CLEARANCE RISK. The risks associated with the clearance and
settlement procedures in non-U.S. markets, which may be unable to keep pace
with the volume of securities transactions and may cause delays.

LIQUIDITY RISK. Foreign markets may be less liquid and more volatile than
U.S. markets and offer less protection to investors. Over-the-counter
securities may also be less liquid than exchange-traded securities.

--------------------------------------------------------------------------------
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 WE BELIEVE IT WILL IMPROVE A
PORTFOLIO'S PERFORMANCE.
--------------------------------------------------------------------------------

HOW THE PORTFOLIO HAS PERFORMED
The Navellier International Growth Portfolio is a newly organized portfolio,
organized on June 30, 2000 and therefore, as yet, has no operating or
performance history.

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 shares
of this Portfolio. Each class of shares has a different set of transaction
fees, which will vary based on the length of

8
<PAGE>
time you hold shares in the Portfolio and the amount of your investment.
You will find details about fee discounts and waivers under "How to Buy,
Sell and Exchange Shares" in this Prospectus.

<TABLE>
<C> <S>
(1) Shares of each Portfolio of the Fund may be exchanged for
shares of other Portfolios at net asset value without charge
(up to five (5) exchanges per account). There is a charge of
$5 per exchange thereafter.
(2) There is a 1% CDSC on purchases between $1,000,000 and
$2,499,999; a 0.50% CDSC on purchases between $2,500,000
and $4,999,999; or a 0.25% CDSC on purchases over
$5,000,000, if you redeem within 18 months of your purchase.
There is no additional sales charge (load) on exchanges of
shares of one class of a Portfolio for shares of the same
class of another Portfolio.
</TABLE>

OPERATING EXPENSES PAID EACH YEAR BY THE PORTFOLIO. This table describes
the estimated operating expenses you may pay if you buy and hold shares of
this Portfolio. Because this is a newly organized Portfolio it has no
operating history. Therefore the total operating expenses are only
estimates. 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.

<TABLE>
<CAPTION>
(as a % of average daily net assets)
CLASS A CLASS B CLASS C
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
Management Fee................................................... 1.00% 1.00% 1.00%
Distribution (and/or service)(12b-1) Fees........................ 0.25% 1.00%(2) 1.00%(2)
Other Expenses................................................... 1.09% 1.09% 1.09%
Administration Fees.................................... 0.25%
Other Operating Expenses............................... 0.84%
Total Annual Fund Operating Expenses (1)......................... 2.34% 3.09% 3.09%
Expense Reimbursement (1)........................................ 0.84% 0.84% 0.84%
Net Annual Portfolio Operating Expenses.......................... 1.50% 2.25% 2.25%
</TABLE>

9
<PAGE>
FEE EXAMPLE. This example is intended to help you compare the cost of
investing in the various classes of shares of the Portfolio with the cost
of investing in other mutual funds.

--------------------------------------------------------------------------------
EXPENSES PAID TO THE DISTRIBUTOR.
THE PORTFOLIO IS ALLOWED TO PAY FEES TO THE DISTRIBUTOR AND OTHERS FOR
PROMOTING, SELLING, DISTRIBUTING AND/OR SERVICING ITS SHARES. THESE ARE COMMONLY
CALLED "12b-1 FEES." BECAUSE THESE FEES ARE PAID OUT OF THE PORTFOLIO'S ASSETS
ON AN ONGOING BASIS, OVER TIME THESE FEES WILL INCREASE THE COST OF YOUR
INVESTMENT AND MAY COST YOU MORE THAN PAYING OTHER TYPES OF SALES CHARGES, SUCH
AS A SALES COMMISSION AT THE TIME OF PURCHASE ("FRONT END LOAD") OR AT THE TIME
OF SALE ("BACK END LOAD"). PAYMENTS ARE MADE MONTHLY AND CAN BE UP TO 0.25%
ANNUALLY OF THE PORTFOLIO'S AVERAGE DAILY NET ASSETS FOR CLASS A SHARES AND UP
TO 1.00% ANNUALLY OF THE PORTFOLIO'S AVERAGE DAILY NET ASSETS FOR CLASS B AND
CLASS C SHARES.
--------------------------------------------------------------------------------

10
<PAGE>
NAVELLIER LARGE CAP GROWTH PORTFOLIO
-----------------------------------------------------------------
THIS PORTFOLIO SEEKS LONG-TERM CAPITAL GROWTH BY INVESTING MAINLY IN STOCKS
OF LARGE CAPITALIZATION COMPANIES WHICH 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 average market 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,
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
non-diversified portfolio.

WHAT WE INVEST IN
Under normal conditions, the Portfolio invests at least 65% of its total
assets in companies with market capitalization over $5 billion (possibly
including investments in foreign securities of companies in emerging
markets). 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.

This Portfolio is a "non-diversified" portfolio, which means it may invest
up to 10% of its total assets in the securities of a single company and up
to 25% of its total assets in any one industry. We often invest a
significant portion of the Portfolio's total assets in selected stocks, so
this Portfolio offers greater potential for capital appreciation as well as
greater risk of loss.

11
<PAGE>
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. Because we invest
aggressively, the Portfolio could experience more price volatility than
less aggressive funds.

NON-DIVERSIFICATION. This Portfolio may involve more risk than other
Navellier Millennium Portfolios. This is because a "non-diversified"
Portfolio may invest up to 10% of its total assets in a single company or
up to 25% of its total assets in one industry, and the price movements of a
stock that is a large part of a Portfolio's holdings will have more impact
on the overall value of the Portfolio. The larger the holding, the greater
the impact. In recognition of this risk, this Portfolio may only invest up
to 10% of its total assets in one company and up to 25% of its total assets
in one industry.

HOW THE PORTFOLIO HAS PERFORMED
The Navellier Large Cap Growth Portfolio is a newly organized portfolio,
organized on June 30, 2000 and therefore has, as yet, no operating or
performance history.

FEES. This table describes the fees you may pay if you buy and hold shares
of this Portfolio. Each class of shares has a different set of transaction
fees, which will vary based on the length of time you hold shares in the
Portfolio and the amount of your investment. You will find details about
fee discounts and waivers under "How to Buy, Sell and Exchange Shares" in
this Prospectus.

<TABLE>
<C> <S>
(1) Shares of each Portfolio of the Fund may be exchanged for
shares of other Portfolios at net asset value without charge
(up to five (5) exchanges per account). There is a charge of
$5 per exchange thereafter.
(2) There is a 1% CDSC on purchases between $1,000,000 and
$2,499,999; a 0.50% CDSC on purchases between $2,500,000
and $4,999,999; or a 0.25% CDSC on purchases over
$5,000,000, if you redeem within 18 months of your purchase.
There is no additional sales charge (load) on exchanges of
shares of one class of a Portfolio for shares of the same
class of another Portfolio.
</TABLE>

12
<PAGE>
OPERATING EXPENSES PAID EACH YEAR BY THE PORTFOLIO. This table describes
the estimated operating expenses you may pay if you buy and hold shares of
this Portfolio. Because this is a newly organized Portfolio it has no
operating history. Therefore the total operating expenses are only
estimates. 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.

<TABLE>
<CAPTION>
(as a % of average daily net assets)
CLASS A CLASS B CLASS C
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
Management Fee................................................... 1.00% 1.00% 1.00%
Distribution (and/or service)(12b-1) Fees........................ 0.25% 1.00%(2) 1.00%(2)
Other Expenses................................................... 1.09% 1.09% 1.09%
Administration Fees.................................... 0.25%
Other Operating Expenses............................... 0.84%
Total Annual Fund Operating Expenses (1)......................... 2.34% 3.09% 3.09%
Expense Reimbursement (1)........................................ 0.84% 0.84% 0.84%
Net Annual Portfolio Operating Expenses.......................... 1.50% 2.25% 2.25%
</TABLE>

FEE EXAMPLE. This example is intended to help you compare the cost of
investing in the various classes of shares of the Portfolio with the cost
of investing in other mutual funds.

13
<PAGE>
NAVELLIER ALL CAP GROWTH PORTFOLIO
-----------------------------------------------------------------
THIS PORTFOLIO SEEKS LONG-TERM CAPITAL GROWTH BY INVESTING IN STOCKS OF
COMPANIES WHICH 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 or value 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 several 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 average market returns and risk
levels which are reasonable for higher return rates.

Stocks with the best combination of growth or value ratios are blended into
a diversified portfolio.

--------------------------------------------------------------------------------
EVERY QUARTER, WE EVALUATE OUR TESTS AND RE-WEIGHT 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. IF A SECURITY
DOES NOT MEET THE CRITERIA OF OUR REWARDS/RISK RATIO AND THERE ARE OTHER
AVAILABLE SECURITIES THAT DO, WE WILL PROBABLY SELL THE SECURITY THAT DOES NOT
MEET OUR CRITERIA.
--------------------------------------------------------------------------------

WHAT WE INVEST IN
Under normal conditions, the Portfolio invests at least 65% of its total
assets in securities with potential for capital appreciation. These
securities may be from large-cap, mid-cap or small-cap companies. 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. In general, investing in growth stocks may
create more risk because they tend to be more volatile.

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. Because we invest
aggressively, the Portfolio could experience more price volatility than
less aggressive funds.

14
<PAGE>
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.

HOW THE PORTFOLIO HAS PERFORMED
The Navellier All Cap Growth Portfolio is a newly organized portfolio,
organized on June 30, 2000 and therefore has, as yet, no operating or
performance history.

<TABLE>
<C> <S>
(1) Shares of each Portfolio of the Fund may be exchanged for
shares of other Portfolios at net asset value without charge
(up to five (5) exchanges per account). There is a charge of
$5 per exchange thereafter.
(2) There is a 1% CDSC on purchases between $1,000,000 and
$2,499,999; a 0.50% CDSC on purchases between $2,500,000
and $4,999,999; or a 0.25% CDSC on purchases over
$5,000,000, if you redeem within 18 months of your purchase.
There is no additional sales charge (load) on exchanges of
shares of one class of a Portfolio for shares of the same
class of another Portfolio.
</TABLE>

OPERATING EXPENSES PAID EACH YEAR BY THE PORTFOLIO. This table describes
the estimated operating expenses you may pay if you buy and hold shares of
this Portfolio. Because this is a newly

15
<PAGE>
organized Portfolio it has no operating history. Therefore the total
operating expenses are only estimates. 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.

FEE EXAMPLE. This example is intended to help you compare the cost of
investing in the various classes of shares of this Portfolio with the cost
of investing in other mutual funds.

16
<PAGE>
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------
The financial highlights are intended to help you understand the Navellier
Top 20 Portfolio's financial performance to date. There are no financial
highlights as yet for the Navellier International Growth Portfolio, the
Navellier Large Cap Growth Portfolio or the Navellier All Cap Growth
Portfolio because they are newly organized as of June 30, 2000 and therefore
do not yet have a one year operating or performance history. Certain
information reflects financial results for a single Portfolio share. The
total returns in the table represent the rate you would have earned (or lost)
on an investment in the Portfolio (assuming reinvestment of all dividends and
distributions). This financial information has been audited by Tait, Weller
and Baker, whose report, along with the Portfolio's financial statements, are
included in the SAI or annual report, available upon request. The Board of
Trustees voted to change the name of the fund family from American Tiger
Funds to Navellier Millennium Funds and to change the name of this Portfolio
from American Tiger Top 20 Portfolio to Navellier Top 20 Portfolio.

<TABLE>
<CAPTION>
TOP 20 PORTFOLIO
-----------------------------------------
FOR THE YEAR FOR THE PERIOD ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998*
<S> <C> <C>
--------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD:
Net Asset Value -- Beginning of Period..... $ 12.55 $10.00
--------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Loss........................ (0.18) (0.01)
Net Realized and Unrealized Gains on
Investments.............................. 9.68 2.56
--------------------------------------------------------------------------------------
Total from Investment Operations........... 9.50 2.55
--------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS:
From Net Realized Gains.................... (1.09) --
--------------------------------------------------------------------------------------
Net Increase in Net Asset Value............ 8.41 2.55
--------------------------------------------------------------------------------------
Net Asset Value -- End of Period........... $ 20.96 $12.55
--------------------------------------------------------------------------------------
TOTAL INVESTMENT RETURN.................... 75.91%** 25.50%(A)
--------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses After Reimbursement............... 1.50% 1.50%(B)
Expenses Before Reimbursement.............. 2.34% 7.90%(B)
Net Investment Loss After Reimbursement.... (1.34)% (0.64)%(B)
Net Investment Loss Before Reimbursement... (2.19)% (7.04)%(B)
SUPPLEMENTARY DATA:
Portfolio Turnover Rate.................... 235% 82%
Net Assets at End of Period (in
thousands)............................... $23,433 $7,202
Number of Shares Outstanding at End of
Period (in thousands).................... 1,118 574
</TABLE>

<TABLE>
<C> <S>
(A) Total returns for periods of less than one year are not
annualized.
(B) Annualized
* FROM COMMENCEMENT OF OPERATIONS SEPTEMBER 30, 1998
** Total returns are for the relevant period and do not include
any sales load.
</TABLE>

17
<PAGE>
WHO IS RESPONSIBLE FOR THE PORTFOLIOS
-----------------------------------------------------------------
INVESTMENT ADVISOR
Navellier Management, Inc. is the Investment Advisor to each of the
Navellier Millennium Funds Portfolios. 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 investors 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 Portfolios.

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
-----------------------------------------------------------------
Here are some important details to know before investing in any of the
Portfolios:

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(s) 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.

18
<PAGE>
UNDERSTANDING EARNINGS
-----------------------------------------------------------------
The Portfolios may pay you dividends or distributions. Here are some
specifics about these earnings:

THREE KINDS OF DIVIDENDS.

Dividends paid to you could be:

- Dividends or interest earned by shares of the stocks in the Portfolio;

- Capital gains earned by selling shares of stocks at a profit;

- A return of capital (a repayment of the money you invested).

WHEN DIVIDENDS AND DISTRIBUTIONS ARE PAID.

Each 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). Each Portfolio has the right to use
this money until the date of payment to you.

UNDERSTANDING TAXES
-----------------------------------------------------------------
Distributions received in cash or additional shares of a Portfolio may be
subject to federal income tax. The following are general rules concerning the
tax consequences of investing in the Navellier Millennium Funds Portfolios.
Be sure to consult your tax advisor about the specific tax implications of
your investments.

TAX CONSEQUENCES OF DIVIDENDS.

Your dividends are taxable in the following ways:

- Dividends, short-term capital gain distributions and interest earned by a
Portfolio are taxable to you as ordinary income.

- Capital gain distributions are taxable as 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.

- A return of capital is not taxable to you.

19
<PAGE>
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 a 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 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.

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

HOW TO BUY, SELL, AND EXCHANGE SHARES
-----------------------------------------------------------------
Here are some general rules to consider:

THREE WAYS TO PLACE ORDERS.

You may place an order with:

- one of our selected broker-dealers.

- the Distributor, Navellier Securities Corp.; or

- the Transfer Agent, Rushmore Trust & Savings, FSB.

20
<PAGE>
CHOOSING A SHARE CLASS

Each Portfolio provides investors with the option of purchasing shares in
the following ways:

CLASS A SHARES
Offered at net asset value plus a maximum sales charge of 4.95% of the
offering price and subject to a 0.25% Rule 12b-1 distribution fee. Reduced
sales charges apply to purchases of $50,000 or more. Class A shares
purchased at net asset value are subject to a contingent deferred sales
charge where the purchase is for $1 million or more and the shares are sold
within 18 months of when you bought them.

PUBLIC OFFERING PRICE

INCLUDING SALES CHARGE

<TABLE>
<CAPTION>
FRONT END
FRONT-END AMOUNT RETAINED BY SALES CHARGE
SALES CHARGE DEALERS AS A % AS A % OF
AS A % OF OF OFFERING NET AMOUNT
AMOUNT OF PURCHASE OFFERING PRICE PRICE INVESTED
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------
Less than $50,000........................... 4.95% 4.95%(1) 5.21%
$50,000 or more but less than $100,000...... 4.50% 4.50%(1) 4.71%
$100,000 or more but less than $250,000..... 3.50% 3.50%(1) 3.63%
$250,000 or more but less than $500,000..... 3.00% 3.00%(1) 3.09%
$500,000 or more but less than $1 million... 2.00% 2.00%(1) 2.04%
$1 million and over......................... 0% 0% 0%
</TABLE>

(1) The Dealer's retention of 100% of the sales load could result in the Dealer
being deemed a statutory underwriter.

WAYS TO REDUCE SALES CHARGES FOR CLASS A SHARES

There are three ways you can reduce your front-end sales charges.

1. TAKE ADVANTAGE OF PURCHASES YOU'VE ALREADY MADE
Rights of accumulation let you combine the value of all the Class A
shares you already own with your current investment to calculate your
sales charge.

2. TAKE ADVANTAGE OF PURCHASES YOU INTEND TO MAKE
By signing a non-binding letter of intent, you can combine investments
you plan to make over a 13-month period to calculate the sales charge
you'll pay on each investment.

3. BUY AS PART OF A GROUP OF INVESTORS:
You can combine your investments with others in a recognized group when
calculating your sales charge. The following is a general list of the
groups Navellier recognizes for this benefit:

- you, your spouse and your children under the age of 21

- a trustee or fiduciary for a single trust, estate or fiduciary
account (including qualifying pension, profit sharing and other
employee benefit trusts)

WAYS TO ELIMINATE SALES CHARGES OR CONTINGENT DEFERRED SALES CHARGES

You may not have to pay front-end sales charges or a contingent deferred
sales charge (CDSC) if you are:

1. an active or retired trustee, director, officer, partner or employee
(including immediate family) of:

- Navellier or Rushmore or of any of its affiliated companies

- any Navellier or Rushmore affiliated investment company

21
<PAGE>
- a dealer that has a sales agreement with the distributor

2. a trustee or custodian of any qualified retirement plan or IRA
established for the benefit of anyone in the point above.

3. a dealer, broker or registered investment adviser who has entered into an
agreement with the distributor or the Fund providing for the use of shares
of the funds in particular investment products such as "wrap account" or
other similar managed accounts for the benefit of your clients.

CLASS B SHARES
Offered at net asset value without an initial sales charge, but subject to
an annual 1.00% Rule 12b-1 distribution fee and a contingent deferred sales
charge that declines from 5% to zero on certain redemptions made within
seven years of purchase. Class B shares automatically convert into Class A
shares (which have lower ongoing expenses) eight years after purchase.

PUBLIC OFFERING PRICE
Net asset value per share without any sales charge at the time of purchase.

CLASS C SHARES
Offered at net asset value without an initial sales charge, but subject to
an annual 1.00% Rule 12b-1 distribution fee and a 1% contingent deferred
sales charge on redemptions made within one year of purchase. Class C shares
do not convert into another class.

PUBLIC OFFERING PRICE
Net asset value per share without any sales charge at the time of purchase.

CONTINGENT DEFERRED SALES CHARGE - ALL CLASSES
We deduct a CDSC from the proceeds when you sell shares as indicated below.
A CDSC is charged on the current market value of the shares, or on the price
you paid for them, whichever is less. You aren't charged a CDSC on shares
you acquired by reinvesting your dividends, or on amounts representing
appreciation.

When you ask us to sell shares, we will sell those that are exempt from the
CDSC first, and then sell the shares you have held the longest. This helps
keep your CDSC as low as possible.

CLASS A SHARES
There is generally no CDSC on Class A shares, except as set forth below,
for purchases of $1 million or more, when you sell them within 18 months of
when you bought them.

<TABLE>
<CAPTION>
YOUR INVESTMENT CDSC ON SHARES BEING SOLD
<S> <C>
---------------------------------------------------------------------------------------
First $1,000,000 to $2,499,999.............................. 1.00%
$2,500,000 to $4,999,999.................................... 0.50%
$5,000,000 and over......................................... 0.25%
</TABLE>

CLASS B AND CLASS C SHARES

<TABLE>
<CAPTION>
YEARS AFTER YOU BOUGHT THE SHARES CLASS B CHARGE CLASS C CHARGE
<S> <C> <C>
----------------------------------------------------------------------------------------------
1st year.................................................... 5.0% 1.0%
2nd year.................................................... 4.0% --
3rd year.................................................... 4.0% --
4th year.................................................... 3.0% --
5th year.................................................... 2.0% --
6th year.................................................... 1.0% --
7th year.................................................... -- --
</TABLE>

22
<PAGE>
WHEN THE CDSC WILL BE WAIVED

We will waive the CDSC for Class B and Class C shares if:

- the shareholder dies or becomes disabled and the shares are redeemed
within one (1) year of the shareholder's death or disability

- you're selling shares of a retirement plan and you are over 70 1/2 years
old

- you're exchanging Class B or Class C shares for the same class of shares
of another Navellier Millennium Funds portfolio

- you fall into any of the waiver categories listed above under "Ways to
Reduce Sales Charges For Class A Shares" or "Ways to Eliminate Sales
Charges or Contingent Deferred Sales Charges"

The rate of the contingent deferred sales charge is determined by the length
of the period of ownership. Investments are tracked on a monthly basis. In
the event no specific order is requested when redeeming shares subject to a
contingent deferred sales charge, the redemption will be made first from
shares representing appreciation, then from reinvested dividends and then
from the earliest purchase of shares. The Distributor receives any
contingent deferred sales charge directly.

When placing orders, investors must specify which Portfolio(s) he/she is
investing in, and whether the order is for Class A, Class B or Class C
shares. Each class of shares represents interests in the same portfolio of
investments of the Fund.

The decision as to which class to choose depends on a number of factors,
including the amount and intended length of the investment. Investors that
qualify for reduced sales charges might consider Class A shares. Investors
who prefer not to pay an initial sales charge and who plan to hold their
investment for more than six years might consider Class B shares. Investors
who prefer not to pay an initial sales charge but who plan to redeem their
shares within six years might consider Class C shares. For more information
about the three sales arrangements, consult your financial representative.
Be aware that financial services firms may receive different compensation
depending upon which class of shares they sell.

CONVERSION FEATURE - CLASS B SHARES

Class B shares of a Portfolio will automatically convert to Class A shares
of the same Portfolio eight years after issuance on the basis of the
relative net asset value per share. Shares purchased through the
reinvestment of dividends and other distributions paid with respect to
Class B shares in a shareholder's fund account will be converted to Class A
shares on a pro-rata basis.

RULE 12b-1 PLAN

The Fund has adopted a plan under Rule 12b-1 that provides for fees payable
as an expense of each of the Class A, Class B and Class C shares that are
used by the transfer agent to pay for distribution and other services
provided to shareholders of those classes. Seventy-five percent (75%) of
the 12b-1 fee shall be paid for distribution activities and Twenty-five
percent (25%) for shareholder services. Because 12b-1 fees are paid out of
fund assets on an ongoing basis, they will, over time, increase the cost of
investment and may cost more than other types of sales charges. Long-term
shareholders may pay more than the economic equivalent of the maximum
initial sales charges permitted by the National Association of Securities
Dealers. Investors may also be charged a transaction fee if they effect
transactions in Fund shares through a broker or agent. The 12b-1 fees
charged may exceed the actual costs of distribution and/or service.

23
<PAGE>
PURCHASE MINIMUMS

You may buy the Navellier Millennium Funds for:

- an initial amount of at least $2,000 per Portfolio (at least $500 per
Portfolio for an IRA or other tax qualified retirement plan); and,

- additional investments of at least $100 per Portfolio.

MINIMUM ACCOUNT BALANCES

Accounts of less than $2,000 per Portfolio ($500 per Portfolio for IRAs)
are expensive to maintain. Therefore, if you sell an amount of shares that
brings your account balance below the minimum, we may ask you to add to the
account to raise it above the minimum. If, 30 days later, the balance is
still below the minimum, we have the right to sell the shares and close the
account without your consent. (We will not close accounts if the balance
falls because of market fluctuations.)

PRICING.

You receive the next Public Offering Price (POP) 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.

TELEPHONE ORDERS.

The Fund and their transfer agent will not be responsible for the
authenticity of phone instructions or any losses, resulting from
unauthorized shareholder transactions if they reasonably believe that such
instructions were genuine. The Fund and their transfer agent have
established reasonable procedures to confirm that instructions communicated
by telephone are authentic. These procedures include recording telephone
instructions for transactions, requiring the caller to give certain
specific identifying information, and providing written confirmation to
shareholders of record of such telephone transactions. If you or your
financial institution transact with the Fund over the telephone, you will
generally bear the risk of any loss.

CHANGING THE TERMS.

We can change any of the methods of buying or selling after giving you 30
days written notice.

EXCHANGING SHARES

You may instruct us to exchange shares in one Portfolio for shares of the
same class in another Portfolio (unless your state doesn't allow
exchanges). We will do this by selling the shares in one Portfolio and
buying shares in another. There are certain limitations:

- The amount must be at least $2,000 ($500 for IRAs) if you're exchanging
into a Portfolio for the first time; or $100 if you have already bought
shares in that Portfolio.

24
<PAGE>
- You may make only one exchange within any 30-day period.
- You may make up to 10 exchanges per year; after the fifth one, there will
be a $5 fee per exchange.
- You will continue to be subject to the same CDSC to which your exchanged
shares were subject when they were exchanged.
BUYING SHARES
BY MAIL
FILL OUT AN APPLICATION. Complete an application naming the Portfolio or
Portfolios in which you are investing and which class (A, B or C) of that
Portfolio's shares you are purchasing and how much money is to be invested
in each.
WRITE A CHECK. Make the check payable to "The Navellier Millennium Funds."
SEND THE CHECK AND APPLICATION. Mail the check and application to:
The Navellier Millennium Funds
c/o Rushmore Trust and 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 public offering price. For example, if
we receive your check after 4 p.m. Eastern time, the purchase will be made
based on the shares' public offering price 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

Please call our Transfer Agent (Rushmore Trust and Savings) at
1-800-622-1386 or 1-301-657-1510 and tell us the amount you wired and the
bank sending the wire. If it is a new account, you must also obtain a
Navellier Account number first.

CALL YOUR BANK. Tell your bank to send wiring instructions including:
- the Portfolio or Portfolios in which you are investing, which class of the
Portfolio's shares you are purchasing, and how much is to be invested in
each;
- your Navellier account number;
- the order number (if available);
- your name.
GIVE THE BANK WIRING INSTRUCTIONS. Send the wire transfer to:

Rushmore Trust Federal Savings Bank
Bethesda, MD
Routing number 0550 71084
For account of: The Navellier Millennium Funds
Account number: 029385770

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.

25
<PAGE>
BY AUTOMATIC PLAN

MAKE MONTHLY PURCHASES. You may make automatic monthly purchases of
Portfolio shares directly from your bank account. Simply complete the
automatic Investment Program section of the application authorizing your
bank to transfer money from your checking account to Rushmore Savings and
Trust. This is a free service, and you may discontinue it at any time.

SELLING OR EXCHANGING 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). If the shares are subject to a CDSC, a portion of the sale proceeds
will be deducted to pay the CDSC. If the shares are exchanged, the CDSC,
if any, then applicable to the exchanged shares will be transferred to the
shares received in the exchange.

The mailing address is:
The Navellier Millennium 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.

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 $25,000 or more invested in
The Navellier Millennium Funds, you may instruct us to make monthly,
quarterly, or annual payments of any amount above $1,000 to anyone you name.
Sales may be subject to a CDSC. Contact Rushmore Trust & Savings to arrange
this service.

BUYING OR SELLING THROUGH SELECTED BROKER-DEALERS

You may buy or sell shares through selected broker-dealers. The shares will
be bought at the next determined Public Offering Price (POP) after receiving
the order. If you think an order should have been delivered to us before 4
p.m. Eastern time but it was not, you must resolve the issue directly with
your broker-dealer. The broker-dealer is responsible for sending your order
in promptly.

26
<PAGE>
HOW DEALERS ARE COMPENSATED
Dealers are paid in two ways for selling shares of the Navellier Millennium
Funds:

THEY RECEIVE A COMMISSION WHEN YOU BUY SHARES

The amount of commission depends on the amount you invest and the share
class you buy. Sales commissions are detailed in the chart below.

* CLASS A INVESTMENTS (% OF OFFERING PRICE)

<TABLE>
<CAPTION>
COMMISSION AMOUNT
RECEIVED BY DEALERS OUT PAID BY THE
OF SALES CHARGES YOU PAY DISTRIBUTOR
<S> <C> <C>
-----------------------------------------------------------------------------------------------
Less than $50,000..................................... 4.95% --
$50,000 or more but less than $100,000................ 4.50% --
$100,000 or more but less than $250,000............... 3.50% --
$250,000 or more but less than $500,000............... 3.00% --
$500,000 or more but less than $1 million............. 2.00% --
$1,000,000 to $2,499,999.............................. -- 1.00%
$2,500,000 to $4,999,999.............................. -- 0.50%
$5,000,000 and over................................... -- 0.25%
</TABLE>

* CLASS B INVESTMENTS

Receive 4% of the sale price from the Distributor at the time of the sale
consisting of 3.75% from the initial sales charge and 0.25% as an advance
payment of the first year's 12b-1 fee allocable to shareholder services. In
the second year and each year thereafter that the shares are held, the
dealer receives an annual 12b-1 fee of 0.25% payable periodically commencing
on the first day of the 2nd month of the year.

* CLASS C INVESTMENTS

In the first year, the dealers receive 1% of the sale price from the
Distributor consisting of a sales commission of 0.75% of the purchase price
of the Class C shares sold plus an advance of the first year's 0.25% 12b-1
fee. In the second year and annually thereafter, the dealers receive only
the 12b-1 fee.

THEY ARE PAID A FEE BY THE DISTRIBUTOR FOR SERVICING YOUR ACCOUNT

They receive a service fee depending on the average net asset value of the
class of shares their clients hold in Navellier funds. These fees are paid
from the 12b-1 fee deducted from each fund class. In addition to covering
the cost of commissions and service fees, the 12b-1 fee is used to pay for
other expenses such as sales literature, prospectus printing and
distribution and compensation to the distributor and its wholesalers. The
12b-1 fee charged may exceed the actual cost of distribution and or
service. You'll find the 12b-1 fees listed elsewhere in this prospectus.

27
<PAGE>
NEED TO KNOW MORE?
-----------------------------------------------------------------
THE NAVELLIER MILLENNIUM FUNDS
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 three business days of
receipt of request.

The Navellier Millennium Funds
c/o Navellier Securities Corp.
One East Liberty, Third Floor
Reno, Nevada 89501
1-800-887-8670
Internet address: http://www.navelliertop20.com

The Fund and its investment advisor and principal underwriter have adopted
codes of ethics which prohibit Fund personnel from investing in securities
that may be purchased or held by the Fund.

Information about the Fund (including the SAI and codes of ethics) can be
reviewed and copied at the Commission's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the Commission at 1-202-942-8090. Reports and other
information about the Fund including information about the codes of ethics
are available on the EDGAR Database on the Commission's internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying
a duplicating fee, by electronic request at the following E-mail address:
[email protected], or by writing the Commission's Public Reference Section,
Washington, D.C. 20549-0102.

SEC File Number - 811-08995
<PAGE>

PART B

THE NAVELLIER MILLENNIUM FUNDS

STATEMENT OF ADDITIONAL INFORMATION

DATED SEPTEMBER 5, 2000

This Statement of Additional Information, which is not a prospectus,
should be read in conjunction with the Prospectus of The Navellier
Millennium Funds (the "Fund"), dated September 5, 2000, 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: 1-800-887-8670.

TABLE OF CONTENTS

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

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

TRUSTEES AND OFFICERS OF THE FUND. . . . . . . . . . . . . . . . . . ..7

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

THE INVESTMENT ADVISOR, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . ..9

BROKERAGE ALLOCATION AND OTHER PRACTICES . . . . . . . . . . . . . . .13

CAPITAL STOCK AND OTHER SECURITIES . . . . . . . . . . . . . . . . . .15

PURCHASE, REDEMPTION, AND PRICING OF SHARES. . . . . . . . . . . . . .16

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

UNDERWRITERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . .23

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .24

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

GENERAL INFORMATION AND HISTORY

The Fund is a business trust company organized under the laws of the State
of Delaware on September 4, 1998.

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVE AND POLICIES OF THE NAVELLIER TOP 20 PORTFOLIO

The investment objectives and policies of this Portfolio are described in the
Prospectus. The general policies, discussed below, supplement the information
contained in the Prospectus.

INVESTMENT OBJECTIVE AND POLICIES OF THE NAVELLIER INTERNATIONAL GROWTH
PORTFOLIO

The investment objectives and policies of this Portfolio are described in the
Prospectus. The general policies, discussed below, supplement the information
contained in the Prospectus.

INVESTMENT OBJECTIVE AND POLICIES OF THE NAVELLIER LARGE CAP PORTFOLIO

The investment objectives and policies of this Portfolio are described in the
Prospectus. The general policies, discussed below, supplement the information
contained in the Prospectus.

INVESTMENT OBJECTIVE AND POLICIES OF THE NAVELLIER ALL CAP GROWTH PORTFOLIO

The investment objectives and policies of this Portfolio are described in the
Prospectus. The general policies, discussed below, supplement the information
contained in the Prospectus.

OTHER INVESTMENTS

While under normal circumstances each Portfolio will invest at least 65% of
its total assets in equity securities, each 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 each Portfolio. In addition, when the Investment
Advisor feels that market or other conditions warrant it, for temporary
defensive purposes, each Portfolio may retain cash or invest all or any portion

1
<PAGE>

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

It is anticipated that all of the Portfolios' 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 a 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 a 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 to select from the
twenty stocks which have the highest ranking based on the Investment
Advisor's analysis. The current Portfolios invest primarily in what the
Investment Advisor believes are undervalued common stocks believed to have
long-term appreciation potential. Stocks are selected on the basis of an
evaluation of factors such as earnings growth, expanding profit margins,
market dominance and/or factors that create the potential for market
dominance, sales growth, and other factors that indicate a company's
potential for growth or increased value. There are no limitations on the
Navellier Top 20 Portfolio as to the type, operating history, or dividend
paying record of companies or industries in which this Portfolio may invest;
the principal criteria for investment is that the securities provide
opportunities for capital growth and that they rank in the Investment
Advisor's Top 20 highest rated investment opportunities at the time the
Investment Advisor makes its analysis. The Navellier International Growth
Portfolio will invest in foreign stocks and ADRs. There is no restriction on
their market capitalization. The Navellier Large Cap Growth Portfolio will
invest primarily in stocks of fast growing companies that offer innovative
products, services or technologies. The Navellier All Cap Growth Portfolio
will invest in inefficiently priced growth and value stocks with superior
returns compared to risks. Our Investment Advisor will analyze the stocks of
each Portfolio at least monthly. Each Portfolio will invest up to 100% of
its capital in equity securities selected for their growth or value
potential. The Investment Advisor will typically (but not always) purchase
common stocks of issuers which have records of profitability and strong
earnings momentum.

LACK OF OPERATING HISTORY AND EXPERIENCE

The Navellier Top 20 Portfolio went effective September 30, 1998. The
Navellier International Growth Portfolio, the Navellier Large Cap Growth
Portfolio and the Navellier All Cap Growth Portfolio were organized June 30,
2000. The Investment Advisor was organized on May 28, 1993. Although the
Investment Advisor sub-contracts a substantial portion of its
responsibilities for administrative services of the Fund's operations to
various agents, including

2
<PAGE>

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 $4.5 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 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 a 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. Each Portfolio
intends to comply with the diversification and other requirements applicable to
regulated investment companies under the Internal Revenue Code.

INVESTMENT POLICIES. The following general policies supplement the
information contained in the Prospectus. Also following are other types of
investments in which each Portfolio may invest.

3
<PAGE>

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

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

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

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

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

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

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.

LOANS OF PORTFOLIO SECURITIES

The Fund may lend its portfolio securities to broker-dealers. Securities
loans are made to broker-dealers pursuant to agreements requiring that loans be
continuously secured by collateral in cash or U.S. Government securities at
least equal at all times to the market value of the securities lent. The
borrower pays to the Fund an amount equal to any dividends or interest received
on the securities lent. When the collateral is cash, the Fund may invest the
cash collateral in interest-bearing, short-term securities. When the collateral
is U.S. Government securities, the Fund usually receives a fee from the
borrower. Although voting rights or rights to consent with respect to the loaned
securities passed to the borrower, the Fund retains the right to call the loans

4
<PAGE>

at any time on reasonable notice, and it will do so in order that securities may
be voted by the Fund if the holders of such securities are asked to vote upon or
consent to matters materially affecting the investment. The Fund may also call
such loans in order to sell the securities involved. The risks in lending
portfolio securities, as with other extensions of credit, include possible delay
in recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially. However, such loans will be made only to
broker-dealers that are believed by the Investment Advisor to be of relatively
high credit standing.

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.

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

<PAGE>

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.

The following investment restrictions are fundamental policies of the Fund
with respect to each Portfolio and may not be changed except as
described above. Each Portfolio may not:

1. Purchase any securities or other property on margin; PROVIDED,
HOWEVER, that each 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 each Portfolio 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 each Portfolio 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 each Portfolio 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 each Portfolio 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 each Portfolio
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

<PAGE>

borrowing of the Portfolio exceeds 5% of the total assets of the Portfolio.

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 each 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 any Portfolio
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 10% of each Portfolio's assets in the securities
of any single company or 25% or more of such Portfolio's total assets in a
single industry.

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

PORTFOLIO TURNOVER. Each Portfolio has an expected annual rate of
portfolio turnover which is calculated by dividing the lesser of
purchases or sales of portfolio securities during the fiscal year by the
monthly average of the value of the Portfolio's securities (excluding
from the computation all securities, including options, with maturities
at the time of acquisition of one year or less). A high rate of portfolio
turnover generally involves correspondingly greater expenses to the
Portfolio, including brokerage commission expenses, dealer mark-ups, and
other transaction costs on the sale of securities, which must be borne
directly by the Portfolio. Turnover rates may vary greatly from year to
year as well as within a particular year and may also be affected by cash
requirements for redemptions of such Portfolio's shares and by requirements
which enable the Fund to receive certain favorable tax treatment.
The Navellier Top 20 Portfolio's actual turnover rate for 1999 was 235%.
The Fund will attempt to limit the annual portfolio turnover rate of each
Portfolio to 300% or less, however, this rate may be exceeded if in the
Investment Advisor's discretion securities are or should be sold or
purchased in order to attempt to increase the Portfolio's performance.
In Wisconsin an annual portfolio turnover rate of 300% or more is
considered a speculative activity and under Wisconsin statutes could
involve relatively greater risks or costs to the Fund.

TRUSTEES AND OFFICERS OF THE FUND

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

<S> <C> <C>
Louis Navellier(1) Trustee and President of the Mr. Navellier is and has been
One East Liberty Navellier Millennium Funds. the CEO and President of Navellier
Third Floor Trustee and President of The & Associates Inc., an investment
Reno, NV 89501 Navellier Performance Funds. management company since 1988;
Age: 42 Mr. Navellier is also the CEO, CEO and President of Navellier
President, Secretary, and Treasurer Management, Inc., an investment
of Navellier Management, Inc., a management company since May 10,
Delaware corporation which is the 1993; CEO and President of Navellier
Investment Advisor to the Fund. International Management, Inc.,

7
<PAGE>

Mr. Navellier is also CEO, President, an investment management company,
Secretary, and Treasurer of Navellier since May 10, of Navellier Securities
Securities Corp., the principal Corp. since May 10, 1993; CEO and
underwriter of the Fund's shares. President of Navellier Fund
1993; CEO and President 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.

Barry Sander Trustee of the Navellier Currently retired as of December 1, 1998,
695 Mistletoe Rd., #2 Millennium Funds. He formerly he was the President and CEO of Ursa
Ashland, OR 97520 is also a Trustee of the Major Inc., a stencil manufacturing firm
Age: 51 Navellier Performance Funds and had been for the past nine years.

Joel Rossman Trustee of the Navellier Currently retired as of March 15, 1998.
6 Spanish Bay Court Millennium Funds. He Formerly he was President and CEO of
Petaluma, CA 94954 is also a Trustee of the Personal Stamp Exchange, Inc., a
Age: 50 Navellier Performance Funds 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 of the Navellier Professor of Business Administration,
University of Millennium Funds. He Leavy School of Business, Santa Clara
Santa Clara is also a Trustee of the University (1983-present)
Santa Clara, CA Navellier Performance Funds
Age: 57

Arjen Kuyper(1) Trustee and Treasurer Mr. Kuyper is and has been an operations
One East Liberty of the Navellier Millennium manager for Navellier & Associates, Inc.
Third Floor Funds. He is also Treasurer since 1992 and operations manager
Reno, NV 89501 of the Navellier Performance for Navellier Management, Inc.
Age: 43 Funds and for Navellier Securities Corp.,
since 1993.
</TABLE>

-------------------------------
(1) This person is an interested person affiliated with the Investment Advisor.

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 $10,000. Each disinterested Trustee also receives
$500 per meeting. The Trustees' fees may be adjusted according to increased
responsibilities if the Fund's assets exceed two hundred million dollars. In
addition, each disinterested Trustee receives reimbursement for actual expenses
of attendance at Board of Trustees meetings.

8
<PAGE>

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

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
REMUNERATION TABLE
------------------------------------------------------------------------------
Name Capacity In Which Aggregate
Remuneration Received Remuneration
From
Registrant and
Fund Complex
for the fiscal
year ended
December 31,
1999
<S> <C> <C>
------------------------------------------------------------------------------
Louis G. Navellier Trustee, President, $ 0.00
Chief Executive Officer,
and Treasurer
------------------------------------------------------------------------------
Barry Sander Trustee $ 12,000.00
------------------------------------------------------------------------------
Joel Rossman Trustee $ 12,000.00
------------------------------------------------------------------------------
Jacques Delacroix Trustee $ 12,000.00
------------------------------------------------------------------------------
Arjen Kuyper Trustee $ 0.00
------------------------------------------------------------------------------
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On September 3, 1998, in order to fulfill the requirements of Section
14(a) (1) of the Investment Company Act of 1940, one hundred percent
(100%) of the issued and outstanding shares of the then only existing
Portfolio of the Fund was purchased by Louis Navellier under a subscription
agreement dated September 3, 1998. Such subscription for acquisition was
made for an aggregate of $100,000 allocated 100% for the Navellier Top 20
Portfolio (to purchase 10,000 shares). Mr. Navellier is no longer a control
peson.

THE INVESTMENT ADVISOR, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT

THE INVESTMENT ADVISOR

Navellier Management, Inc. acts as the Investment Advisor to each
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

9
<PAGE>

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 principal 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 advises this Fund and The Navellier
Performance Funds.

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

Shares of Outstanding Stock Percentage of
Name of the Investment Advisor Outstanding Shares
---- --------------------------- ------------------
<S> <C> <C>
Louis G. Navellier 1,000 100%
</TABLE>

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

Name Position
---- --------
<S> <C>
Louis G. Navellier Trustee and one of the Portfolio Managers
of the Fund; Director, CEO, President,
Secretary, and Treasurer of Navellier
Management, Inc.,; Director, President,
CEO, Secretary, and Treasurer of
Navellier Securities Corp.; Trustee and
one of the Portfolio Managers of The
Navellier Performance Funds.

Alan Alpers One of the Portfolio Managers of
The Navellier Performance Funds.

<PAGE>

Arjen Kuyper Trustee and Treasurer of the Fund; Treasurer
of The Navellier Performance Funds; Operations
Manager for Navellier Management, Inc.
</TABLE>

(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 1.00% of the average daily net assets of the Navellier Top 20
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
Navellier Top 20 Portfolio in the following amount for the period ended December
31, 1999:

Navellier Top 20 Portfolio
----------------------------------
1999 $147,790
-------

The investment Adviser has agreed to waive reimbursement of all or a
portion of the expenses advanced by it on behalf of each Portfolio for the
following years if total operating expenses exceed the following amounts:

Portfolio Expense Limit Year(s)
<S> <C> <C>
Navellier Top 20 Portfolio
(Class A shares) 1.5% 2000

Navellier International Growth
Portfolio (Class A shares) 1.5% 2000

Navellier Large Cap Growth
Portfolio (Class A shares) 1.5% 2000

Navellier All Cap Growth
Portfolio (Class A shares) 1.5% 2000
</TABLE>

During the period ended December 31, 1999, the Investment Advisor paid
operating expenses of $162,185 for the Navellier Top 20 Portfolio. The
Navellier Millennium Funds may seek future reimbursement of all unreimbursed
past expense incurred on behalf of the Fund. Under the operating expense
agreement, the Adviser requested, and the Navellier Top 20 Portfolio reimbursed
$36,947 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
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

11
<PAGE>

such contracting, the Investment Advisor remains responsible for the
performance of its obligations under the Administrative Services Agreement.
The Investment Advisor has entered into an agreement with Rushmore Trust &
Savings, FSB, to perform, in addition to custodian and transfer agent
services, some or all administrative services and may contract in the
future with other persons or entities to perform some or all of its
administrative services. All of these contracted services are and will be
paid for by the Investment Advisor out of its fees or assets.

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

The Investment Advisory 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 but
agreed not to seek reimbursement of those expenses. The Fund has agreed to
reimburse the Investment Advisor for other expenses (but not organizational
expenses) it advances, without interest, by the end of the applicable Fund year,
however the Investment Advisor can elect by the end of the applicable Fund
year to waive reimbursement of some or all of such advances. No Portfolio shall
be responsible for the reimbursement of more than its proportionate share of
expenses.

(b) THE DISTRIBUTOR

The Fund's Distributor is Navellier Securities Corp., a Delaware
Corporation organized and incorporated on May 10, 1993. Navellier Securities
Corp. is registered as a broker-dealer with the Securities Exchange
Commission and National Association of Securities Dealers and the various
states in which this Fund's securities will be offered for sale by
Distributor and will be registered with such agencies and governments before
any Fund shares are sold by it. The Fund's shares will be continuously
distributed by Navellier Securities Corp. (the "Distributor") located at One
East Liberty, Third Floor, Reno, Nevada 89501, pursuant to each Portfolio's
Distribution Agreement. The Distribution Agreements obligate the Distributor
to pay certain expenses in connection with the offering of the shares of the
Fund. The Distributor is responsible for any payments made to its registered
representatives as well as the cost (in excess of the 12b-1 fee) of printing
and mailing Prospectuses to potential investors and of any advertising
incurred by it in connection with the distribution of shares of the Fund.

DISTRIBUTION PLAN

THE DISTRIBUTION PLANS

Each Portfolio has adopted Plans pursuant to Rule 12b-1 under the
1940 Act (the "Plan"), whereby such Portfolio compensates Distributor or
others in the amount of 0.25% per annum of the average daily net assets of
such Portfolio for the Class A shares and in the amount of 1.00% per annum
of the average daily net assets for the Class B and Class C shares for
expenses incurred and services rendered for the promotion and distribution
of the shares of such Portfolio of the Fund, including, but not limited to,
the printing of

12
<PAGE>

prospectuses, statements of additional information and reports used for sales
purposes, expenses (including personnel of Distributor) of preparation of sales
literature and related expenses, advertisements and other distribution-related
expenses, including a prorated portion of Distributor's overhead expenses
attributable to the distribution of such Portfolio's Fund shares. Such payments
are made monthly. The 12b-1 fee includes, in addition to promotional activities,
amounts that such Portfolio pays to Distributor or others as a service fee to
compensate such parties for personal services provided to shareholders of such
Portfolio and/or the maintenance of shareholder accounts. The Distributor can
keep all of said 12b-1 fees it receives to the extent it is not required to pay
others for such services. Such Rule 12b-1 fees are paid pursuant to the
distribution plan and distribution agreements entered into between such service
providers and Distributor or the Portfolio directly. The 12b-1 Plans for such
Portfolio also covers payments by the Distributor and Investment Advisor to the
extent such payments are deemed to be for the financing of any activity
primarily intended to result in the sale of shares issued by such Portfolio
within the context of Rule 12b-1. The payments under such 12b-1 Plans for such
Portfolio are included in the maximum operating expenses which may be borne by
such Portfolio. Payments under such 12b-1 Plans for such Portfolio may exceed
actual expenses incurred by the Distributor, Investment Advisor or others.

In addition to 12b-1 fees, investors may also be charged a transaction fee
if they effect transactions in fund shares through a broker or 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 Fund 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 Fund out of its assets.

(d) LEGAL COUNSEL

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

BROKERAGE ALLOCATION AND OTHER PRACTICES

In effecting portfolio transactions for the Fund, the Investment Advisor
adheres to the Fund's policy of seeking best execution and price, determined as
described below, except to the extent it is permitted to pay higher brokerage
commissions for "brokerage and research services," as defined herein. The
Investment Advisor may cause the Fund to pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission which another broker or dealer would have charged for effecting the
transaction if the Investment Advisor determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer or that any offset of direct
expenses of a Portfolio yields the best net price. As provided in Section 28(e)
of the Securities Exchange Act of 1934, "brokerage and research services"
include giving advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, and the availability of
securities; furnishing analysis and reports concerning issuers, industries,

13
<PAGE>

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
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

14
<PAGE>

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 1.00% fee
for investment management of each 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 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.

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 A, Class B and Class C shares are available for purchase. These
classes, as described in the Prospectus, vary with respect to the type and
amount of sales charges associated with each class.

DESCRIPTION OF SHARES

The Fund is a Delaware business trust organized on September 4, 1998.
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 four (4)
Portfolios, the Navellier Top 20 Portfolio, The Navellier International
Growth Portfolio, The Navellier Large Cap Growth Portfolio and The Navellier
All Cap Growth Portfolio which are described herein.

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

15
<PAGE>

redeemable at the option of each Portfolio of the Fund when a shareholder's
investment, as a result of redemptions in the Fund, falls below the minimum
investment required by the Fund (see "Redemption of Shares"). Each share of a
Portfolio is equal as to earnings, expenses, and assets of the Portfolio and, in
the event of liquidation of the Portfolio, is entitled to an equal portion of
all of the Portfolio's net assets. Shareholders of each Portfolio of the Fund
are entitled to one vote for each full share held and fractional votes for
fractional shares held, and will vote in the aggregate and not by Portfolio
except as otherwise required by law or when the Board of Trustees determines
that a matter to be voted upon affects only the interest of the shareholders of
a particular Portfolio. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in any election of Trustees can, if they so
choose, elect all of the Trustees. While the Fund is not required, and does not
intend, to hold annual meetings of shareholders, such meetings may be called by
the Trustees at their discretion, or upon demand by the holders of 10% or more
of the outstanding shares of any Portfolio for the purpose of electing or
removing Trustees.

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

PURCHASE, REDEMPTION, AND PRICING OF SHARES

Shares of each 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 each 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 Millennium Funds." Mail the check along with the application to:

The Navellier Millennium 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.

Purchase orders which do not specify the Portfolio and class of shares
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 PORTFOLIOS

The shares of each Portfolio are sold based on the 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 public
offering price (net asset value per share plus sales commission, if any, per
share)

16
<PAGE>

determined as of 4:00 p.m. New York Time on that day. Otherwise, such shares
will be purchased at the public offering price 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 public
offering price is determined that day will receive such public offering 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 public
offering price 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 public offering
price 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.

Shareholders who wish to transfer Fund shares from one broker-dealer to
another should contact the Fund at (800) 622-1386, or their broker dealer.

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

17
<PAGE>

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.

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, Martin Luther King Day, 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

18
<PAGE>

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

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.

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

19
<PAGE>

retains the use and benefits of such monies as would be paid as cash dividends.

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

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

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

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

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

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

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

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.

20
<PAGE>

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

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

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

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

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 31% (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

21
<PAGE>

its net capital gain income (that is, the excess of capital gains over capital
losses) for the one-year period ending on December 31 of the year, and (c) the
"prior year shortfall" (that is, the excess, if any, of the "grossed-up required
distribution" for the prior year over the "distributed amount" for such year).
For this purpose, the term "grossed-up required distribution" means, with
respect to any year, the required distribution for the year (determined by
including 100% of the Portfolio's ordinary income and capital gain net income)
and the term "distributed amount" means, with respect to any year, the sum of
(a) the amount of dividends-paid or deemed paid during the year, (b) any amount
on which the Portfolio is required to pay corporate tax for the year, and (c)
the excess, if any, of the distributed amount for the prior year over the
required distribution for such year.

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

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 August 26, 1999.

The Distributor has been selling this Fund's Navellier Top 20 Portfolio
shares since August 26, 1999. The other Portfolios are newly organized
portfolios with no operating or distribution history.

Prior to that date, shares had been distributed through GSG Securities,
Inc.

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."

The following table sets forth the remuneration received by the Distributor
and prior distributor for the period ended December 31, 1999.

<TABLE>
<CAPTION>
Underwriting
Discounts and Compensation Brokerage Other
Year Commissions on Redemptions Commissions Compensation*
---- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
1999 $0 $0 $0 $466,722
</TABLE>

22
<PAGE>

CALCULATION OF PERFORMANCE DATA

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

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

n
P (1 + T) = ERV

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

The Navellier Top 20 Portfolio had a total return of 75.91% for the period
ended December 31, 1999. The other Portfolios are newly organized and
therefore as yet have no operating history.

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

Each Portfolio may, from time to time, include in advertisements containing
total return the ranking of those performance figures relative to such figures
for groups of mutual funds categorized by Lipper Analytical Services, or other
services, as having the same investment objectives. The total return may also be
used to compare the performance of the Portfolio against certain widely
acknowledged outside standards or indices for stock and bond market performance.
The Standard & Poor's Composite Index of 500 stocks ("S&P 500") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 500 stocks relative to the base period 1941-43. The S&P 500 is composed
almost entirely of common stocks of companies listed on the New York Stock
Exchange, although the common stocks of a few companies listed on the American
Stock Exchange or traded over-the-counter are included. The Russell 2000 is
composed of common stocks mostly traded on NASDAQ.

As summarized in the Prospectus, the total return of each Portfolio may
be quoted in advertisements and sales literature.

The Fund hereby incorporates by this reference the Fund's Semi-Annual
Report for the six month period ended June 30, 2000.

23
<PAGE>

FINANCIAL STATEMENTS*

*(References in these financial statements to the Top 20 Portfolio refer to
the series of shares of the Navellier Millennium Funds portfolio named the
Navellier Top 20 Portfolio)

<PAGE>

December 31, 1999 Audited Financial Statement

25
<PAGE>
NAVELLIER MILLENNIUM FUNDS
--------------------------------------------------------------------------------
STATEMENT OF NET ASSETS
DECEMBER 31, 1999
TOP 20 PORTFOLIO

<TABLE>
<CAPTION>
-------------------------------------------------------------------
MARKET VALUE
SHARES (NOTE 1)
-------------------------------------------------------------------
<C> <S> <C>
COMMON STOCKS - 95.8%
BUSINESS SERVICES - 4.7%
24,500 Zomax, Inc.* $ 1,108,625
-----------
COMMUNICATION EQUIPMENT AND
SERVICES - 31.9%
11,000 Emulex Corp.* 1,237,500
15,000 Harmonic, Inc.* 1,424,063
38,000 Lightbridge, Inc* 1,054,500
17,000 Powerwave
Technologies, Inc.* 992,375
4,800 QUALCOMM, Inc.* 845,400
12,000 Rural Cellular Corp.* 1,086,000
8,300 United States Cellular
Corp.* 837,781
-----------
7,477,619
-----------
ELECTRONIC PRODUCTS - 10.0%
25,000 KEMET Corp.* 1,126,562
29,990 Three-Five Systems, Inc.* 1,229,590
-----------
2,356,152
-----------
INSTRUMENTS - 4.5%
27,200 Photon Dynamics, Inc.* 1,054,000
-----------
MANUFACTURING - 4.4%
35,000 Meade Instruments Corp.* 997,500
-----------
MEDICAL EQUIPMENT AND SUPPLIES - 7.0%
10,000 VISX, Inc. * 517,500
29,500 Zoll Medical Corp.* 1,126,531
-----------
1,644,031
-----------
SEMICONDUCTORS AND RELATED - 29.8%
12,000 Applied Micro Circuits
Corp.* 1,527,000
26,000 Power Integrations, Inc.* 1,246,375
12,800 Qlogic Corp.* 2,046,400
14,250 TranSwitch Corp.* 1,034,016
25,000 Xilinx, Inc.* 1,136,720
-----------
6,990,511
-----------

TOYS AND CHILDREN'S PRODUCTS - 3.5%
44,038 JAKKS Pacific, Inc.* 822,960
-----------
TOTAL COMMON STOCK
(COST $15,381,793) 22,451,398
-----------
MONEY MARKET FUND - 0.7%
167,710 Fund for Government
Investors
(Cost $167,710) 167,710
-----------
TOTAL INVESTMENTS - 96.5%
(COST $15,549,503) 22,619,108
-----------
OTHER ASSETS LESS LIABILITIES - 3.5% 814,143
NET ASSETS - 100.0% $23,433,251
===========
NET ASSET VALUE PER SHARE
(BASED ON 1,118,048 SHARES OUTSTANDING) $20.96
===========

OFFERING PRICE PER SHARE (100/95.05 OF $20.96) $22.05
===========

NET ASSETS CONSIST OF:
PAID-IN-CAPITAL $14,587,159
ACCUMULATED NET REALIZED GAIN ON INVESTMENTS 1,776,487
NET UNREALIZED APPRECIATION OF INVESTMENTS 7,069,605
NET ASSETS $23,433,251
===========
</TABLE>

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

* NON-INCOME PRODUCING

SEE NOTES TO FINANCIAL STATEMENTS.

26
<PAGE>

NAVELLIER MILLENNIUM FUNDS
-------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
TOP 20 PORTFOLIO
----------------
<S> <C>
INVESTMENT INCOME
Interest (Note 1)......................................... $ 18,273
Dividends (Note 1)........................................ 4,121
----------
Total Investment Income................................. 22,394
----------
EXPENSES
Investment Advisory Fee (Note 2).......................... 147,790
Distribution Plan Fee (Note 4)............................ 37,158
Transfer Agent and Custodian Fee (Note 3)................. 53,302
Trustees' Fees............................................ 36,000
Printing Expense.......................................... 19,607
Registration Fees......................................... 18,379
Insurance Expense......................................... 17,030
Legal Fees................................................ 10,867
Audit Fees................................................ 7,000
----------
Total Expenses.......................................... 347,133
Less Expenses Reimbursed by Investment Adviser
(Note 2)............................................... (125,238)
----------
Net Expenses.......................................... 221,895
----------
NET INVESTMENT LOSS......................................... (199,501)
----------
Net Realized Gain on Investments............................ 2,920,802
Change in Net Unrealized Appreciation of Investments........ 6,163,825
----------
NET GAIN ON INVESTMENTS..................................... 9,084,627
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ $8,885,126
==========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

NAVELLIER MILLENNIUM FUNDS
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
TOP 20 PORTFOLIO
-----------------------------
FOR THE YEAR FOR THE PERIOD
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1999 1998*
------------ --------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES
Net Investment Loss....................................... $ (199,501) $ (5,594)
Net Realized Gain on Investment Transactions.............. 2,920,802 211,487
Change in Net Unrealized Appreciation of Investments...... 6,163,825 905,780
----------- ----------
Net Increase in Net Assets Resulting from Operations.... 8,885,126 1,111,673
----------- ----------
DISTRIBUTIONS TO SHAREHOLDERS
From Net Realized Gains................................... (1,150,707) --
----------- ----------
FROM SHARE TRANSACTIONS
Net Proceeds from Sales of Shares......................... 10,185,572 6,038,494
Reinvestment of Distributions............................. 1,126,789 --
Cost of Shares Redeemed................................... (2,815,288) (48,408)
----------- ----------
Net Increase in Net Assets Resulting from Share
Transactions.......................................... 8,497,073 5,990,086
----------- ----------
TOTAL INCREASE IN NET ASSETS............................ 16,231,492 7,101,759
NET ASSETS -- Beginning of Period........................... 7,201,759 100,000
----------- ----------
NET ASSETS -- End of Period................................. $23,433,251 $7,201,759
=========== ==========
SHARES
Sold...................................................... 661,011 567,983
Issued in Reinvestment of Distributions................... 55,261 --
Redeemed.................................................. (171,996) (4,211)
----------- ----------
Net Increase in Shares.................................. 544,276 563,772
=========== ==========
</TABLE>

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

(*) FROM COMMENCEMENT OF OPERATIONS SEPTEMBER 30 ,1998

SEE NOTES TO FINANCIAL STATEMENTS.

28
<PAGE>

NAVELLIER MILLENNIUM FUNDS
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights are intended to help you understand the Portfolio's
financial performance to date. Certain information reflects financial results
for a single Portfolio share. The total returns in the table represent the
rate you would have earned (or lost) on an investment in the Portfolio
(assuming reinvestment of all dividends and distributions). This financial
information has been audited by Tait, Weller and Baker, whose report, along
with the Portfolio's financial statements, are included in the SAI or annual
report, available upon request. The Board of Trustees voted to change the
name of the fund family from American Tiger Funds to Navellier Millennium
Funds and to change the name of the Portfolio from American Tiger Top 20
Portfolio to Navellier Top 20 Portfolio. This name change is effective with
the date of this prospectus.

<TABLE>
<CAPTION>
TOP 20 PORTFOLIO
-----------------------------
FOR THE YEAR FOR THE PERIOD
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1999 1998*
------------ --------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net Asset Value -- Beginning of Period.................... $12.55 $10.00
------- ------
Income from Investment Operations:
Net Investment Loss..................................... (0.18) (0.01)
Net Realized and Unrealized Gains on Investments........ 9.68 2.56
------- ------
Total from Investment Operations...................... 9.50 2.55
------- ------
Distributions to Shareholders:
From Net Realized Gains................................. (1.09) --
------- ------
Net Increase in Net Asset Value........................... 8.41 2.55
------- ------
Net Asset Value -- End of Period.......................... $20.96 $12.55
======= ======

TOTAL INVESTMENT RETURN..................................... 75.91% 25.50%(A)

RATIOS TO AVERAGE NET ASSETS:
Expenses After Reimbursement (Note 2)..................... 1.50% 1.50%(B)
Expenses Before Reimbursement (Note 2).................... 2.34% 7.90%(B)
Net Investment Loss After Reimbursement (Note 2).......... (1.34)% (0.64)%(B)
Net Investment Loss Before Reimbursement (Note 2)......... (2.19)% (7.04)%(B)

SUPPLEMENTARY DATA:
Portfolio Turnover Rate................................... 235% 82%
Net Assets at End of Period (in thousands)................ $23,433 $7,202
Number of Shares Outstanding at End of Period (in
thousands).............................................. 1,118 574
</TABLE>

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

(A) Total returns for periods of less than one year are not annualized.
(B) Annualized

* FROM COMMENCEMENT OF OPERATIONS SEPTEMBER 30, 1998

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

NAVELLIER MILLENNIUM FUNDS
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

1. Significant Accounting Policies

The Navellier Millennium Funds (the "Fund"), formerly known as the American
Tiger Funds, are registered under the Investment Company Act of 1940, as
amended, (the "Act") as an open-end management investment company and are
authorized to issue shares of beneficial interests. The Investment objective of
the Fund is to achieve long term growth of capital primarily through investments
in stocks of companies with appreciation potential. The Fund currently offers
shares of beneficial interests in one Portfolio, the Navellier Top 20 Portfolio
(the "Portfolio"), formerly known as the American Tiger Top 20 Portfolio, a
non-diversified, open-end, management investment company. The Fund was
established as a Delaware Business Trust organized on September 4, 1998. The
Fund is authorized to issue an unlimited number of beneficial interest. Shares
of the fund are purchased at the public offering price which includes a maximum
sales charge of up to 4.95% depending on the size of the purchase. The financial
statements have been prepared in conformity with generally accepted accounting
principles which permit management to make certain estimates and assumptions at
the date of the financial statements. The following is a summary of significant
accounting policies which the Fund follows:

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

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

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

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

2. Investment Advisory Fees and Other Transactions with Affiliates

Investment advisory services are provided by Navellier Management, Inc. (the
"Adviser"). Under an agreement with the Adviser, the Fund pays a fee at the
annual rate of 1.00% of the daily net assets of the Portfolio. An officer and
trustee of the Fund is also an officer and director of the Adviser.

Under an agreement between the Fund and the Adviser related to payment of
operating expenses, the Adviser has reserved the right seek reimbursement for
the past, present and future operating expenses of the Fund paid by the Adviser,
at any time upon notice to the Fund. During the year ended December 31, 1999,
the Adviser paid operating expenses of the portfolio totaling $162,185. Under
the operating expense agreements, the Adviser requested and the Portfolio
reimbursed, $36,947 of such expenses.

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

30
<PAGE>

NAVELLIER MILLENNIUM FUNDS
--------------------------------------------------------------------------------

For the year ended December 31, 1999, the Fund was advised that the
Distributor received $466,722 from sales loads earned on sales of the Fund's
capital stock.

The Fund pays each of its Trustees not affiliated with the Adviser $10,000
annually. For the year ended December 31, 1999, Trustees fees totaled $36,000.

3. Transfer Agent and Custodian

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

4. Distribution Plan

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

5. Securities Transactions

For the year ended December 31, 1999, the cost of purchases of securities,
excluding short-term securities, were $39,949,780 and proceeds from sales,
including maturities, of securities were $33,495,351.

6. Unrealized Appreciation and Depreciation of Investments

Unrealized appreciation and depreciation as of December 31, 1999, based on
the cost for Federal income tax purposes are as follows:

<TABLE>
<CAPTION>
TOP 20
PORTFOLIO
-----------
<S> <C>
Gross Unrealized Appreciation............................... $ 7,232,466
Gross Unrealized Depreciation............................... (162,861)
-----------
Net Unrealized Appreciation................................. $ 7,069,605
===========
Cost of Investments for Federal Income Tax Purposes......... $15,549,503
===========
</TABLE>

7. Federal Income Tax

Permanent differences between tax and financial reporting of accumulated net
investment income and net realized gain/loss are reclassified. As of
December 31, 1999, $199,501 from accumulated net investment loss were
reclassified to accumulated net realized gain on investments.

31
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES
THE NAVELLIER MILLENNIUM FUNDS
RENO, NEVADA

We have audited the accompanying statement of net assets of Navellier Top 20
Portfolio, a series of shares of The Navellier Millennium Funds, including the
portfolio of investments, as of December 31, 1999, and the related statement of
operations for the year then ended and the statement of changes in net assets
and financial highlights for each of the two periods then ended. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Navellier Top 20 Portfolio as of December 31, 1999, the results of its
operations for the year then ended and the changes in its net assets and
financial highlights for each of the two periods then ended, in conformity with
generally accepted accounting principles.

[SIGNATURE]

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 18, 2000