<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (A) of THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
Check the appropriate box
/X/ Preliminary Proxy statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material pursuant to sec.24O.14a-11(c) or sec.24O.l4a-12
/ / Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(3)(2))
The Navellier Series Fund
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX) :
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
l) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies.
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction.
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
-1-
<PAGE>
NAVELLIER SERIES FUND: AGGRESSIVE SMALL CAP EQUITY PORTFOLIO
One East Liberty, 3rd Floor, Reno, Nevada 89501
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 3, 1997
A Special Meeting of Shareholders of Navellier Series Fund:
Aggressive Small Cap Equity Portfolio (the "Fund") will be held at One East
Liberty, 3rd Floor, Reno, Nevada 89501 on Monday, November 3, 1997 at 9:30 am
for the following purposes:
ITEM 1. To approve or disapprove an Investment Advisory Agreement between
Navellier Management, Inc. (NMI) and the Fund.
ITEM 2. To transact such other business as may properly come before the
Special Meeting of Shareholders and any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
Only shareholders of record on October 7, 1997 will be entitled to vote
at the Special Meeting of Shareholders and at any adjournments thereof.
Louis G. Navellier
President
October 8, 1997
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP SAVE NMI THE
NECESSARY AND ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED
ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
-2-
<PAGE>
Dear Shareholders:
The enclosed proxy statement seeks your approval of the investment advisory
agreement between the Navellier Series Fund: Aggressive Small Cap Equity
Portfolio (the "Fund") and Navellier Management, Inc. (NMI) at a Special
Meeting of Shareholders to be held in Reno, Nevada on Monday, November 3,
1997.
This action on your part is REQUIRED under federal securities law following
the Board of Trustees' July 14, 1997 decision to employ NMI as your Fund's
investment adviser.
The Board is very pleased that NMI is once again the Fund's investment
adviser, subject to your Approval. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU
APPROVE THE INVESTMENT ADVISORY AGREEMENT WITH NMI AS SET FORTH IN ITEM 1 OF
THE PROXY STATEMENT. The Board is also very pleased that NMI has agreed to a
reduction in the investment advisory fee paid by the Fund to NMI if you
approve Item 1 at your Special Meeting.
Your Trustees' recommendation is now subject to review by you and your fellow
shareholders at the Special Meeting. Even if you cannot attend the Special
Meeting, it is very important that you complete, sign, and return the
enclosed gold proxy card. Your prompt response will be appreciated.
Should you have any questions, we invite you to call us directly, toll free,
at 1-800-887-8671 between 8:00 am and 5:00 pm Pacific Standard Time.
Very truly yours,
Louis G. Navellier
President
-3-
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees (the "Board of Trustees")
of The Navellier Series Fund on behalf of Navellier Series Fund: Aggressive
Small Cap Equity Portfolio (the "Fund"), a series of the Fund, to be used at
a Special Meeting of Shareholders to be held at One East Liberty, 3rd Floor,
Reno, Nevada 89501 on November 3, 1997, and at any adjournments thereof, for
the purposes set forth in the accompanying Notice (collectively the "Special
Meeting").
This Proxy Statement, the Notice of Special Meeting of Shareholders and the
proxy card are being mailed to shareholders on or about October 8, 1997, or
as soon as practicable thereafter. All properly executed proxies received in
time for the Special Meeting will be voted as specified in the proxy or, if
no specification is made, in favor of the proposal referred to in the Proxy
Statement. Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary of the Fund at the principal executive office of
the Fund, One East Liberty Street, 3rd Floor, Reno, Nevada 89501) or in
person at the Special Meeting, by executing a superseding proxy or by
submitting a notice of revocation to the Fund.
Shareholders of record at the close of business on October 7, 1997 ("Record
Date") will be entitled to one vote for each share held. There were 3,998,438
shares of the Fund outstanding on the Record Date.
For a free copy of the Fund's Annual Report for its most recently completed
fiscal year ended December 31, 1996, write The Navellier Series Fund at One
East Liberty, 3rd Floor, Reno, Nevada 89501 or call 1-800-887-8671.
ITEM 1 - TO APPROVE THE INVESTMENT ADVISORY AGREEMENT BETWEEN NAVELLIER
MANAGEMENT, INC. AND THE FUND
BACKGROUND
At the Special Meeting, shareholders of the Fund will be asked to approve the
Investment Advisory Agreement dated July 14, 1997 (the "Agreement") between
Navellier Management Inc., a Delaware corporation ("NMI" or the "Adviser"),
and the Fund. NMI acts as the investment adviser to the Fund pursuant to the
Agreement.
Pursuant to the Agreement, NMI provides the Fund with overall investment
advisory services, as well as general office facilities. Subject to such
policies as the Board of Trustees may determine, NMI makes investment
decisions for the Fund. For its services and facilities, NMI receives an
annual management fee under the Agreement, computed and paid monthly, in an
amount equal to 1.25% of the average daily net assets of the Fund on an
annualized basis.
If the Agreement is approved by shareholders at the Special Meeting, NMI has
agreed that the investment management fee paid by the Fund to NMI under the
Agreement would be reduced from 1.25% to 1.15% of the Fund's average daily
net assets on an annualized basis. This reduction of 0.10% constitutes a 8%
reduction in the investment advisory fee rate. A description of the
Agreement and the services provided by NMI thereunder is set forth below.
In approving the Agreement and recommending its approval by shareholders, the
Trustees considered the best interests of the shareholders of the Fund, and
took into account all such factors as they deemed relevant. See "Review
Process of the Board of Trustees" below.
-4-
<PAGE>
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND
APPROVE THE AGREEMENT WITH NMI.
The Agreement was approved by the prior Board of Trustees, including a
majority of the prior Trustees who were not "interested persons", as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")
(collectively, the "Independent Trustees"), on July 14, 1997 and was again
approved by the newly appointed Trustees and Independent Trustees on July 19,
1997. On these dates, NMI was retained by the Fund to serve as its
investment adviser under the Agreement following the former Board of
Trustees' (and subsequent Board of Trustees) decision to renew the Fund's
investment advisory agreement and other arrangements with Navellier
Management, Inc. ("NMI") and its affiliates. NMI had served as the Fund's
adviser and administrator, and an affiliate of NMI served as the Fund's
principal underwriter, from the Fund's inception through March 15, 1997. On
March 13, 1997 the Board of Trustees retained Massachusetts Financial
Services Company ("MFS") as the Adviser, Administrator and Distributor of the
Fund. The advisory agreement between the MFS Series Trust and MFS expired on
July 14, 1997, at which time NMI was reinstated as the Adviser to the Fund.
At the Special Meeting of Shareholders held on May 23, 1997, MFS failed to
win approval of the shareholders for the investment advisory agreement
proposed by the former Board of Trustees.
Rule 15a-4 allows new investment advisers to be retained in the event that
the agreement between the fund's former investment adviser and the fund has
been terminated by failure to renew the agreement. Under this rule, the new
investment adviser to a fund is permitted to serve the fund under an
investment advisory agreement that has not yet been approved by shareholders
if (i) the agreement has been approved by the funds' governing board as
specified in the 1940 Act, (ii) the compensation to be received by the new
investment adviser does not exceed the compensation paid to the former
investment adviser, and (iii) the agreement is approved by shareholders
within the 120 day period following the termination of the prior agreement.
NMI has been retained as the Fund's investment adviser in accordance with
Rule 15a-4 and the purpose of this Special Meeting is to ask shareholders to
approve the Agreement.
On July 14, 1997, NMI also was retained to serve as the Fund's administrator
under an agreement having the same terms, provisions and fees as the
agreement under which NMI previously had acted as the Fund's administrator.
The administrative agreement with NMI, like the prior agreement, with NMI,
provides for a fee paid by the Fund to NMI equal to 0.25% per annum of the
Fund's average daily net assets.
On July 14, 1997, an affiliate of NMI, Navellier Securities Corp. ("NSC"),
was also retained as the Fund's principal underwriter under a Distribution
Agreement with the Fund.
FEES OF SIMILAR NAVELLIER FUNDS
NMI also acts as the investment adviser to several registered investment
companies having similar investment objectives and/or policies to those of
the Fund.
The following table sets forth the name of each investment company having
similar investment objectives and/or policies to the Fund, the annual rate of
compensation (i.e., the fee NMI is paid for its services as investment
adviser to such funds) and the net assets as of June 30, 1997.
-5-
<PAGE>
<TABLE>
<CAPTION>
Annual Fees
Investment Rate of Waived or
Name of Fund Objective Net Assets Compensation Reduced
------------ ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Navellier Aggressive Growth Portfolio Growth $96,007,278 1.25% YES
Navellier Mid Cap Growth Portfolio Growth $ 6,625,953 1.25% YES
Navellier Aggressive Small Cap Portfolio Growth $ 5,274,139 1.15% YES
</TABLE>
INVESTMENT ADVISER
Navellier Management Inc. is wholly owned by its president, Louis G.
Navellier. Since 1985, Mr. Navellier has been active in the management of
individual portfolios, pension funds and institutional portfolios. Navellier
Management, Inc. (the "Investment Advisor") administers the Fund's assets and
determines which securities will be selected as investments for the Fund.
Louis Navellier, the President and CEO of the Investment Adviser, refined the
Modern Portfolio Theory investment strategy which is applied in managing the
assets of the Portfolio. He set the strategies and guidelines for the
Portfolio and oversees the Portfolio Manager's activities. The Investment
Adviser receives an annual fee, equal to 1.25% of the value of assets under
management for the Portfolio, payable monthly, based upon a percentage of the
Portfolio's average daily net assets.
Mr. Navellier is also CEO and President of Navellier & Associates, Inc., an
investment advisory firm with approximately $1.5 billion in assets under
management. Mr. Navellier is also CEO and President of Navellier Securities
Corp., the Underwriter and Distributor of the Fund. Mr. Navellier is also
CEO and President of Navellier Fund Management, Inc. a sub-adviser to the
Northstar Funds. Mr. Navellier is also the editor and publisher of the
highly acclaimed MPT Review.
REVIEW PROCESS OF THE BOARD OF TRUSTEES
The former Board of Trustees approved the Agreement at a meeting of the Board
of Trustees held on July 14, 1997. At a July 19, 1997 meeting of the new
Board of Trustees, the agreement was reviewed and also approved by the new
Board of Trustees. In evaluating the Agreement, both Boards of Trustees
reviewed materials furnished by NMI and took into account the shareholders'
vote not to renew Massachusetts Financial Services as investment adviser. At
the July 19, 1997 Board of Trustees meeting, representatives of NMI discussed
NMI's philosophy of management, performance expectations and methods of
operation insofar as they related to the Fund, and NMI's prior performance as
investment adviser to the Fund.
In approving the Agreement and recommending its approval by shareholders, the
Trustees, considering the best interests of the shareholders of the Fund,
took into account all such factors as they deemed relevant, but gave no
greater weight to any of the following factors. Among such factors were the
nature, quality and extent of the services furnished by NMI to the Fund; the
advantages and possible disadvantages to the Fund of having a manager which
also serves other investment companies and private accounts; the investment
record of NMI, possible economies of scale; comparative data as to advisory
fees, the risks assumed by NMI; possible benefits to NMI from serving as
manager to the Fund, and of an affiliate of NMI serving as principal
underwriter of the Fund; the financial resources of NMI; and the importance
of obtaining high quality professional services for the Fund.
On July 14, 1997 the former Independent Trustees appointed Louis Navellier as
a Trustee and resigned as Trustees of the Trust. At a subsequent meeting on
the same day, Louis Navellier appointed Joel Rossman, Jacques Delacroix and
Barry Sander as new Independent Trustees. On July 19, 1997 Arnold Langsen
was also appointed as a Trustee. The new Trustees for the Navellier Series
Fund currently serve as Trustees to the Navellier Performance Funds. Louis
Navellier and the other four new Trustees were elected as Trustees by the
shareholders of the Fund at a meeting of the shareholders of the Fund held
September 12, 1997.
-6-
<PAGE>
DESCRIPTION OF THE INVESTMENT ADVISORY AGREEMENT
Under the Agreement, NMI provides portfolio management services for the Fund,
including investment research, advice and supervision. For its services, the
Fund currently pays NMI a management fee computed and paid monthly, in an
amount equal to 1.25% per annum of the average daily net asset value of the
Fund. If shareholders approve the Agreement at the Special Meeting, NMI will
immediately reduce the investment advisory fee from 1.25% to 1.15% per annum
of the Fund's average daily net assets.
The Fund pays its expenses (other than those assumed by NMI or Navellier
Securities Corp. ("NSC"), the Fund's principal underwriter), including:
governmental fees; interest charges; taxes; membership dues in the Investment
Company Institute allocable to the Fund; fees and expenses of independent
auditors, of legal counsel, and of any transfer agent, registrar or dividend
disbursing agent of the Fund; expenses of repurchasing and redeeming shares;
expenses of preparing, printing and mailing share certificates, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions; brokerage and other expenses connected with the execution,
recording and settlement of portfolio security transactions; insurance
premiums; fees and expenses of the Fund's custodian and transfer agent, for
all services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net
asset value of shares of the Fund; and expenses of shareholder meetings.
Expenses relating to the issuance, registration and qualification of shares
of the Fund and the preparation, printing and mailing of prospectuses for
such purposes are borne by the Fund except that its Distribution Agreement
with NSC, the Fund's principal underwriter, requires NSC to pay for
prospectuses that are to be used for sales purposes.
NMI pays the compensation, if any, of the Trust's officers who are affiliated
with NMI and any Trustee who is an officer of NMI. The Adviser also
furnishes at its own expense all necessary administrative services, including
office space, equipment, clerical personnel, investment advisory facilities,
and all executive and supervisory personnel necessary for managing the Fund's
investments, effecting its portfolio securities, and, in general,
administering its affairs.
The Agreement provides that in the absence of willful misfeasance, bad faith
or gross negligence, NMI shall not be liable for any act or omission in the
course of, or in connection with, the rendering of its services thereunder.
The Agreement will remain in effect pursuant to its terms in accordance with
Rule 15a-4 under the 1940 Act until November 11, 1997; if approved by
shareholders, the Agreement will then remain in effect pursuant to its terms,
except to reflect that NMI will reduce its management fee to 1.15% until
November 11, 1999, and thereafter with respect to the Fund for successive one
year periods if and so long as such continuation is specifically approved at
least annually by (a) the Board of Trustees or (b) the affirmative vote of
the lesser of (1) more than fifty percent (50%) of the outstanding shares of
the Fund or (2) sixty-seven percent (67%) or more of the shares of the Fund
present at the meeting if more than fifty percent (50%) of the outstanding
shares of the Fund are represented at the meeting in person or by proxy (a
"Majority Vote"), provided that in either event the continuation also is
approved by a majority of the Independent Trustees by a vote cast in person
at a meeting called for the purpose of voting on such approval. The
Agreement is terminable, without penalty, by the Board of Trustees, by a
Majority Vote of the Fund's shareholders, or by NMI, on not less than sixty
days notice by NMI to the Fund. The Agreement terminates automatically in
the event of its assignment (as defined in the 1940 Act).
The description of the Agreement is qualified in its entirety by reference to
the Agreement which is attached as Appendix A in this proxy statement.
REQUIRED VOTE
Approval of the Agreement requires a Majority Vote of the Fund's shareholders
(as defined above).
The Board of Trustees unanimously recommends that the shareholders vote FOR
approval of the Agreement with NMI.
-7-
<PAGE>
MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented
at the Special Meeting and at any adjournments thereof, and if not limited to
the contrary, will be voted FOR Item 1.
Broker-dealer firms holding Fund shares in "street name" for the benefit of
their customers and clients will request the instructions of such customers
and clients on how to vote their shares on Item 1 before the Special Meeting.
If no instructions are given, such broker-dealer firms may treat the vote as
a routine vote and vote shares held in street name for Item 1. Proxies which
are returned but which are marked "abstain" will be counted as present for
the purposes of a quorum. However, abstentions will not be counted as votes
cast. Abstentions will have the same effect as a vote against Item 1.
The management knows of no other matters to be brought before the Special
Meeting. If, however, any other matters come before the Special Meeting and
any adjournments thereof, it is the management's intention that proxies not
limited to the contrary will be voted in accordance with the judgment of the
persons named in the enclosed form of proxy.
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a Delaware business trust, and as such is not required to hold
annual meetings of shareholders. However, meetings of shareholders may be
held from time to time to consider such matters as the approval of investment
advisory agreements pursuant to Rule 15a-4. Proposals of shareholders which
are intended to be presented at future shareholder's meetings must be
received by the Trust a reasonable time prior to the Trust's solicitation of
proxies relating to such future meeting.
ADDITIONAL INFORMATION
The information contained in this proxy statement relating to NMI has been
furnished by NMI.
To obtain the necessary representation at the Special Meeting, solicitations
may be made by mail, telephone or interview by MacKenzie Partners, Inc.
("MacKenzie") or its agents as well as by officers of the Fund, employees of
NMI and securities dealers by whom shares of the Fund have been sold. It is
anticipated that the total cost of any such solicitations, if made by
MacKenzie or its agents, would be approximately $20,000 plus out-of-pocket
expenses, and if made by any other party, would be nominal. The expense of
management's solicitations as well as the preparation, printing and mailing
of the enclosed form of proxy, and this Proxy Statement, will be borne by
NMI. NMI will reimburse banks, brokers and other persons holding the Fund's
shares registered in their names or in the names of their nominees, for their
expenses incurred in sending proxy material to and obtaining proxies from the
beneficial owners of such shares.
In the event that sufficient votes in favor of the proposal set forth in the
Notice of Special Meeting are not received by November 3, 1997, the persons
named as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies
up to November 11, 1997. Any such adjournment will require the affirmative
vote of the holders of a majority of the shares present in person or by proxy
at the session of the meeting to be adjourned. The persons named as
appointed proxies on the enclosed proxy card will vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournment those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by NMI. If sufficient votes in favor of
Proposal 1 are not received by November 11, 1997, NMI can no longer act as
Investment Adviser to the Fund and another investment adviser would have to
be appointed.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
October 8, 1997 The Navellier Series Fund
Aggressive Small Cap Equity Portfolio
-8-
<PAGE>
EXHIBIT A
<PAGE>
THE NAVELLIER SERIES FUND
INVESTMENT ADVISORY AGREEMENT
-----------------------------
This AGREEMENT is made this 11th day of November, 1997, by and between
THE NAVELLIER SERIES FUND, a business trust organized under the laws of the
State of Delaware (the "Fund"), and NAVELLIER MANAGEMENT, INC., a Delaware
corporation (the "Adviser").
WHEREAS, the Fund engages in business as an open-end management
investment company and is being registered as such under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund is currently comprised of one portfolio designated as
the "Navellier Aggressive Small Cap Equity Portfolio" ("Portfolio"); and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser with an emphasis on over the counter stocks; and
WHEREAS, the Fund desires to retain the Adviser as investment adviser to
furnish advisory and portfolio management services to the Fund;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the Fund and the Adviser agree as follows:
1. DUTIES AS ADVISER. The Fund hereby appoints the Adviser to act as
-----------------
the investment adviser to the Fund with respect to the Portfolio, and,
subject to the supervision of the Board of Trustees of the Fund, to provide
investment advisory services to the Fund as hereinafter set forth: (i) to
obtain and evaluate such information and advice relating to the economy,
securities markets, and securities as it deems necessary or useful to
discharge its duties hereunder; (ii) to continuously manage the assets of the
Fund in a manner consistent with applicable law and the investment
objectives and policies set forth in the most current prospectus and
statement of additional information of the Fund under the Securities Act of
1933 (the "Prospectus"); (iii) to determine which issuers will be deemed
"Qualified Issuers" (as defined in the Prospectus); (iv) to determine the
timing of purchases, sales, and dispositions of securities; (v) to take such
further action in its sole discretion (but always in compliance with
applicable law and the Prospectus) without obligation to give prior notice to
the Board of Trustees of the Fund, or the Custodian, including the placing of
purchase and sale orders on behalf of the Fund as it shall deem necessary and
appropriate; (vi) to furnish to or place at the disposal of the Fund such of
the information, evaluations, analyses, and opinions formulated or obtained
by it in the discharge of its duties as the Fund may, from time to time,
reasonably request; (vii) to take such actions necessary or appropriate to
carry out the decisions of the Fund's Board of Trustees; (viii) to make
decisions for the Fund as to the manner in which voting rights, rights to
consent to trust action, and any other rights pertaining to how the Fund's
portfolio securities shall be exercised ("Portfolio Voting Rights"). The
Fund has directed the Custodian, and Custodian as agreed, to act in
accordance with the instructions of the Adviser. The Adviser shall at no
time have custody of or physical control over the investment account assets
or securities, and the Adviser shall not be liable for any act or omission of
the Custodian. The Adviser shall maintain records required under the
Investment Advisers Act of 1940 ("Advisers Act") and shall make them
available to the Fund or its designees for review or inspection upon demand
and at the Adviser's expense.
-1-
<PAGE>
2. ALLOCATION OF CHARGES AND EXPENSES. The Adviser shall bear the cost
----------------------------------
of rendering the investment advisory services to be performed by it under
this Agreement and shall, at its expense, maintain such staff and employ or
retain personnel and consult with other persons as it shall determine
necessary. Without limiting the generality of the foregoing, the staff and
personnel of the Adviser shall be deemed to include persons employed or
otherwise retained by the Adviser to furnish statistical and other factual
data, advice regarding economic factors and trends, information with respect
to technical and scientific developments, and such other information, advice,
and assistance as the Adviser may deem appropriate. The Adviser shall,
without expense to the Fund, furnish the services of such members of the
Adviser's organization as may be duly elected to be officers of the Fund,
subject to their individual consent to serve and to any limitations imposed
by law.
The Fund will pay or cause to be paid all other expenses of the Fund
(except for the expenses to be paid by the Fund's Distributor), including,
without limitation, the following: (i) services rendered by the Custodian
and the Transfer Agent, (ii) fees, voluntary assessments, and other expenses
incurred in connection with membership in investment company organizations,
(iii) cost of stock certificates, reports, proxy materials and notices to
shareholders, and other like miscellaneous expenses, (iv) brokerage
commissions and other brokerage expenses, (v) taxes (including any income or
franchise taxes), and any fees payable to federal, state, and other
governmental agencies, (vi) fees and salaries payable to the Trustees,
officers, and advisory board members of the Fund, if any, (vii) auditing the
Fund's books and accounts, (viii) the cost of bookkeeping and accounting
services, (ix) any and all Fund legal expenses, (x) costs of mailing and
tabulating proxies and costs of shareholders' and Trustees' meetings, (xi)
the cost of investment company literature and other publications provided by
the Fund to its Trustees and officers, (xii) costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds, (xiii)
any extraordinary expenses (including fees and disbursements of counsel)
incurred by the Fund, (xiv) costs of printing and mailing monthly statements
and confirmations, (xv) expense of organizing the Fund, (xvi) filing fees and
expenses relating to the registration and qualification of the Fund's shares
under federal and/or state securities laws and maintaining such registrations
and qualifications and (vii) other expenses properly payable by the Fund.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
---------------------------
Adviser hereunder, the Fund shall pay to the Adviser, on a monthly basis, an
annual fee of one and fifteen hundredths percent (1.15%) (the "Management
Fee") of the Fund's average daily net assets for the Navellier Aggressive
Small Cap Equity Portfolio. Payment of the Adviser's compensation for the
preceding month shall be made as promptly as possible after the last day of
each such month. The compensation for the period from the effective date
hereof to the next succeeding last day of the month shall be prorated
according to the proportion which such period bears to the full month ending
on such date, and provided further that, upon any termination of this
Agreement before the end of the month, such compensation for the period from
the end of the last month ending prior to such termination shall be prorated
according to the proportion which such period bears to a full month, and
shall be payable upon the date of termination. If the annual operating
expenses borne by the Fund relating to any Portfolio, including amounts
payable to the Adviser hereunder paid or payable by such Portfolio for any
fiscal year, exceed the applicable expense limitations imposed by state
securities laws or regulations thereunder (as same may be adjusted from time
to time), the Adviser will reduce its Management Fee to the extent of such
excess and if required, pursuant to any such laws or regulations ((unless
otherwise waived), will reimburse the applicable Portfolio for annual
operating expenses in excess of any such expense limitation up to the amount
of the Management Fee payable to it during that fiscal year with respect to
such Portfolio. The Adviser has the right, but not the obligation, to waive
any portion or all of its Management Fee, from time to time.
The "average daily net assets" of each Portfolio for a particular period
shall be determined by adding together all calculations of net assets, as
regularly computed for such Portfolio on each business day during such period,
and dividing the resulting total by the number of business days during such
period.
-2-
<PAGE>
4. LIMITATIONS OF LIABILITY OF ADVISER. The Adviser shall not be liable
-----------------------------------
for any error of judgment or mistake of law or fact, or, for any loss
suffered by the Fund or its investors in connection with the matters to which
this Agreement relates, except (i) a loss resulting from willful misfeasance,
bad faith, or gross negligence on the part of the Adviser in the performance
of its duties, or from reckless disregard by the Adviser of its obligations
and duties under this Agreement, or (ii) a loss for which the Adviser would
not be permitted to be indemnified under the federal Securities laws. The
Fund also agrees to indemnify Adviser to the extent provided for and agreed
to by the parties in that agreement entitled Indemnification Agreement
executed by the Fund and Adviser on May 15, 1993 and incorporated herein as
and made a part hereof.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
------------------------------------------
become effective as of November 11, 1997 and shall continue in effect unless
sooner terminated, as herein provided, for two (2) years after the date
hereof, and thereafter only if approved at least annually (a) by a majority
of the Independent Trustees of the Board of Trustees of the Fund or (b) by
the vote of a majority (as defined in the Act) of the outstanding voting
securities of the fund, and, in addition, by the vote of a majority of the
Trustees of the Fund who are not parties hereto nor interested persons of any
party, as required by the Act.
This Agreement may be terminated at any time, without payment of any
penalty, by the Board of Trustees of the Fund, or by a vote of a majority (as
defined in the Act) of the outstanding voting securities of the Fund, in
either case upon written notice to the Adviser, and it may be terminated by
the Adviser upon sixty (60) days' written notice to the Fund. This Agreement
shall automatically terminate in the event of its assignment, within the
meaning of the Act, unless such automatic termination shall be prevented by
an exemptive order of the Securities and Exchange Commission.
6. SEPARATE CONTRACT. This Agreement is separate and distinct from, and
-----------------
neither affects nor is affected by (i) the Fund's Distribution Agreement, and
(ii) the Fund's Administrative Services Agreement. Nothing contained in this
Agreement shall prevent the Adviser or any affiliated person of the Adviser
from acting as investment adviser or manager for any other person, firm,
corporation, or other entity and shall not in any way bind or restrict the
Adviser or any such affiliated person from buying, selling, or trading any
securities, commodities, futures contracts, or options on such contracts for
their own accounts or for the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right of any director,
officer, or employee of the Adviser to engage in any other business or to
devote his time and attention in part to the management or other aspects of
any other business whether of a similar or dissimilar nature.
7. AMENDMENT. This Agreement may be amended from time to time by
---------
agreement of the parties; provided, that such amendment shall be approved
both by the vote of a majority of Trustees of the Fund, including a majority
of Trustees who are not parties to this Agreement or interested persons of
any such party to this Agreement (other than as Trustees of the Fund) cast in
person at a meeting called for that purpose, and by the holders of a majority
(as defined in the Act) of the outstanding voting securities of the
Portfolios of the Fund to which this Agreement is applicable.
This Agreement may be amended by agreement of the parties without the
vote or consent of the shareholders of the Fund to supply any omission, to
cure, correct, or supplement any ambiguous, defective, or inconsistent
provision hereof, or if they deem it necessary to conform this Agreement to
the requirements of applicable federal and/or state laws or regulations, but
neither the Fund nor the Investment Adviser shall be liable for failing to do
so.
-3-
<PAGE>
8. BINDING EFFECT. This Agreement shall be binding upon, and inure to
--------------
the benefit of the Fund and the Adviser and their respective successors.
9. NAME OF THE FUND. The Fund acknowledges that the name "Navellier" is
-----------------
and shall remain the sole property of the Adviser, notwithstanding the use
thereof by the Fund. The Fund may use the name "The Navellier Series Fund"
or any name derived from the name "Navellier" only for so long as this
Agreement or any extension, renewal, or amendment hereof remains in effect,
including any similar agreement with any organization which shall have
succeeded to the business of the Adviser and for only so long as Navellier
Management, Inc., remains as Adviser to the Fund. At such time as such an
agreement shall no longer be in effect, or Adviser's services have
terminated, the Fund will (to the extent that it is lawfully able) cease to
use such a name or any other name connected with the Adviser or any
organization which shall have succeeded to the business of the Adviser.
10. DEFINITIONS. Capitalized terms used herein without definition shall
-----------
have the meanings ascribed thereto in the Prospectus. For the purpose of
this Agreement, the terms "vote of a majority of the outstanding voting
securities," "assignment," "affiliated person," and "interested person" shall
have the respective meanings specified in the Investment Company Act of 1940.
11. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, and each party may
become a party hereto by executing a counterpart hereof. This Agreement and
any counterpart so executed shall be deemed to be one and the same instrument.
12. APPLICABLE LAW. This Agreement shall be governed by, and construed
--------------
in accordance with the laws of the State of Delaware. Any dispute or
controversy arising out of this Agreement shall be either submitted to
arbitration (if both parties agree) in San Francisco, California (near the
Fund's principal place of business) in accordance with the rules and
regulations of the National Association of Securities Dealers, Inc., or
decided by a trier of fact in a federal or state court in San Francisco,
California, and in no other jurisdiction or court venued outside of San
Francisco, California.
13. ACKNOWLEDGEMENT OF RECEIPT OF FORM ADV PART II. The Fund hereby
----------------------------------------------
acknowledges receipt of the Adviser's Form ADV Part II or its brochure as
required by Rule 204-3 promulgated under the Investments Advisers Act of 1940.
-4-
<PAGE>
14. INTEGRATION OF ALL PRIOR DISCUSSIONS, NEGOTIATIONS AND AGREEMENTS.
-----------------------------------------------------------------
This Agreement integrates all prior discussions, negotiations and agreements
between the parties relating to Adviser's and Fund's agreement relating to
the performance of investment advisory services for the Fund, and no evidence
or parol evidence may be introduced to vary or change the terms of this
written Agreement which is the full and final expression of the parties'
agreement. Any change in the terms of this Agreement must be in writing
signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Reno, Nevada.
THE NAVELLIER SERIES FUND
By: ------------------------------
Joel Rossman, Trustee
By: ------------------------------
Attest: Barry Sander, Trustee
- ---------------------------- By: ------------------------------
Samuel Kornhauser Jacques Delacroix, Trustee
NAVELLIER MANAGEMENT, INC.
By: ------------------------------
Louis Navellier, President
-5-
