INVESTMENT ADVISORY AGREEMENT
FOR
NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.
AGREEMENT made as of the ____ day of ______________, 1997, by and between
NAVELLIER VARIABLE INSURANCE SERIES FUND, INC. a corporation organized under the
laws of the State of Maryland (the "Fund"), and NAVELLIER & ASSOCIATES, INC., a
Nevada corporation (the "Adviser").
WHEREAS, the Fund intends to engage in business as an open-end management
investment company and is being registered as such under the Investment Company
Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund has a portfolio designated as the "Navellier Growth
Portfolio" ("Portfolio"); and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act"); 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 and, subject to the supervision of the Board of
Directors 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 the timing of purchases, sales, and
dispositions of securities; (iv) 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 Directors 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; (v) 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; and (vi) to take such actions
necessary or appropriate to carry out the decisions of the Fund's Board of
Directors. The Fund has directed to the Custodian, and Custodian has 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 Advisers Act
and shall make them available to the Portfolio or its designees for review or
inspection upon demand and at the Adviser's expense.
2. ALLOCATION OF CHARGES AND EXPENSES. The Adviser shall bear the cost of
rendering the investment advisory services to be performed by it under this
Agreement and shall, at its expense, maintain such staff and employ or retain
personnel and consult with other persons as it shall determine necessary.
Without limiting the generality of the foregoing, the staff and personnel of the
Adviser shall be deemed to include persons employed or otherwise retained by the
Adviser to furnish statistical and other factual data, advice regarding economic
factors and trends, information with respect to technical and scientific
developments, and such other information, advice, and assistance as the Adviser
may deem appropriate. The Adviser shall, without expense to the 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 Directors, 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 Directors' meetings, (xi) the cost of investment company
literature and other publications provided by the Fund to its Directors 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 (xvii) 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 0.85% (the "Management Fee") of the Portfolio's average daily net
assets. Payment of the Adviser's compensation for the preceding month shall be
made as promptly as possible after the last day of each such month. The
compensation for the period from the effective date hereof to the next
succeeding last day of the month shall be prorated according to the proportion
which such period bears to the full month ending on such date, and provided
further that, upon any termination of this Agreement before the end of the
month, such compensation for the period from the end of the last month ending
prior to such termination shall be prorated according to the proportion which
such period bears to a full month, and shall be payable upon the date of
termination. 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 the Portfolio for a particular period
shall be determined by adding together all calculations of net assets, as
regularly computed for the Portfolio on each business day during such period and
dividing the resulting total by the number of business days during such period.
4. LIMITATIONS OF LIABILITY OF ADVISER. The Adviser shall not be liable for
any error of judgment or mistake of law or fact, or, for any loss suffered by
the 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 both parties on this
date and incorporated herein as Exhibit A and made a part hereof.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective as of the date hereof and shall continue in effect unless sooner
terminated, as herein provided, for two years after the date hereof, and
thereafter only if approved at least annually: (a) by the Board of Directors 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, (c) by the vote of
a majority of the Directors 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 Directors 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 Directors of the Fund, including a majority of Directors who
are not parties to this Agreement or interested persons of any such party to
this Agreement (other than as Directors 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 Portfolio.
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.
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 PORTFOLIO. 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 Portfolio may use the name "Navellier Growth Portfolio"
or any name derived from the name "Navellier" only for so long as this Agreement
or any extension, renewal, or amendment hereof remains in effect, including any
similar agreement with any organization which shall have succeeded to the
business of the Adviser and for only so long as Navellier & Associates, 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 ____________. Any dispute or
controversy arising out of this Agreement shall be either submitted to
arbitration (if both parties agree)in Reno, Nevada (near the Fund's principal
place of business)in accordance with the rules and regulations of the National
Association of Securities Dealers, Inc., or decided by a trier of fact in a
federal or state court in Reno, Nevada, and in no other jurisdiction or court
venued outside of Reno, Nevada.
13. ACKNOWLEDGMENT OF RECEIPT OF FORM ADV PART II. The Portfolio hereby
acknowledges receipt of the Adviser's Form ADV Part II or its brochure as
required by Rule 204-3 promulgated under the Investment Advisers Act of 1940.
14. INTEGRATION OF ALL PRIOR DISCUSSIONS, NEGOTIATIONS AND AGREEMENTS. This
Agreement integrates all prior discussions, negotiations and agreements between
the parties relating to Adviser's and 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.
NAVELLIER VARIABLE INSURANCE SERIES
FUND, INC.
By:________________________________
Attest:
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NAVELLIER & ASSOCIATES, INC.
By:_________________________________
Attest:
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