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THE NAVELLIER MILLENNIUM FUNDS
(NAVELLIER TOP 20 PORTFOLIO)
(the Fund)
PLAN PURSUANT TO RULE 18F-3
The Fund hereby amends this plan, adopted December 27, 1999, pursuant
to Rule 18f-3 under the Investment Company Act of 1940 (the 1940 Act),
setting forth the separate arrangement and expense allocation of each class
of shares for each Portfolio. Any material amendment to this plan is subject
to prior approval of the Board of Trustees, including a majority of the
independent Trustees.
CLASS CHARACTERISTICS
CLASS A SHARES: Class A shares are subject to an initial sales charge of
4.95% and to an annual distribution or service fee pursuant
to Rule 12b-1 under the 1940 Act (Rule 12b-1 fee) of 0.25% per
annum of the average daily net assets of the class.
CLASS B SHARES: Class B shares are subject to a contingent deferred sales
charge ("CDSC") of between 5% and 0% depending on the length
of time the shares are held (as set forth in the Prospectus)
and an annual distribution or service fee pursuant to Rule
12b-1 under the 1940 Act (Rule 12b-1 fee) of 1% per annum of
the average daily net assets of the class.
CLASS C SHARES: Class C shares are subject to a CDSC of 1% depending on the
length of time the shares are held (as set forth in the
Prospectus) and to an annual distribution or service fee
pursuant to Rule 12b-1 under the 1940 Act (Rule 12b-1 fee) of
1% per annum of the average daily net assets of the class.
INCOME AND EXPENSE ALLOCATIONS
Income, any realized and unrealized capital gains and losses, and expenses
not allocated to a particular class, will be allocated to each class on the
basis of the relative net assets (settled shares). "Relative net assets
(settled shares)" are net assets valued in accordance with generally accepted
accounting principles but excluding the value of subscriptions receivable in
relation to the net assets of the Fund.
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by the Fund to each class of shares,
to the extent paid, will be paid on the same day and at the same time, and
will be determined in the same manner and will be in the same amount, except
that the amount of the dividends and other distributions declared and paid by
a particular class may be different from that paid by another class because
of Rule 12b-1 fees and other expenses borne exclusively by that class.
EXCHANGE PRIVILEGE
Each class of shares is generally exchangeable for a class of shares with
similar characteristics, if any, of the other portfolios of the Navellier
Millennium Funds (subject to certain minimum investment requirements) at
relative net asset value without the imposition of any additional sales
charge but subject to the same sales charge obligations which applied to the
shares exchanged.
GENERAL
A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and
shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class.
B. On an ongoing basis, the Trustees, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the Fund
for the existence of any material conflicts among the interests of its
several classes. The Trustees, including a majority of the independent
Trustees, shall take such action as is reasonably necessary to eliminate
any such conflicts that may develop. Navellier Management, Inc., the
Fund's investment advisor, will be responsible for reporting any
potential or existing conflicts to the Trustees.
C. For purposes of expressing an opinion on the financial statements of the
Fund, the methodology and procedures for calculating the net asset value
and dividends/distributions of the Fund's several classes and the proper
allocation of income and expenses among such classes will be examined
annually by the Fund's independent auditors who, in performing such
examination, shall consider the factors set forth in the relevant
auditing standards adopted, from time to time, by the American Institute
of Certified Public Accountants.
Dated: May 25, 2000
