NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the ____ day of ____________, 1998, 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 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 Growth Portfolio" ("Portfolio"); and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and will be engaged in the business of acting
as investment adviser and providing certain other services to the Fund; and
WHEREAS, the Fund desires to retain the Adviser to render certain
additional services to the Fund regarding certain bookkeeping, accounting, and
administrative services (the "Services") in the manner and on the terms and
conditions hereinafter set forth; and
WHEREAS, the Adviser desires to be retained to perform such services on
said terms and conditions;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and the Adviser agree as follows:
1. Duties of Adviser: (a) The Fund hereby retains the Adviser to provide to
the Fund: (A) such accounting and bookkeeping services and functions as are
reasonably necessary for the operation of the Fund. Such services shall include,
but shall not be limited to, preparation and maintenance of the following books,
records, and other documents: (1) journals containing daily itemized records of
all purchases and sales, and receipts and deliveries of securities, and all
receipts and disbursements of cash, and all other debits and credits, in the
form required by Rule 31a-1(b)(1) under the Investment Company Act; (2) general
and auxiliary ledgers reflecting all assets, liability, reserve, capital, income
and expense accounts, in the form required by Rules 31a-1(b)(2)(i)-(iii) under
the Investment Company Act; (3) a securities record or ledger reflecting
separately for each portfolio security as of trade date all "long" and "short"
positions carried by the Fund for the account of each Portfolio, if any, and
showing the location of all securities long and the off-setting position to all
securities short, in the form required by Rule 31a-1(b)(3) under the Investment
Company Act ; (4) a record of all portfolio purchases or sales, in the form
required by Rule 31a-1(b)(6) under the Investment Company Act; (5) a record of
all puts, calls, spreads, straddles, and all other options, if any, in which any
Portfolio has any direct or indirect interest or which any Portfolio has granted
or guaranteed, in the form required by Rule 31a-1(b)(7) under the Investment
Company Act; (6) a record of the proof of money balances in all ledger accounts
maintained pursuant to this Agreement, in the form required by Rule 31a-1(b)(8)
under the Investment Company Act; and (7) xxxxx xxxx-up sheets and such records
as are necessary to reflect the determination of each Portfolio's net asset
value. The foregoing books and records shall be maintained by the Adviser in
accordance with and for the time periods specified by applicable rules and
regulations, including Rule 31a-2 under the Investment Company Act. All such
books and records shall be the property of the Fund and upon request therefore,
the Adviser shall surrender to the Fund such of the books and records so
requested; and (B) certain administrative services including, but not limited
to, administrative services to shareholders of the Fund and to respond to
inquiries related to shareholder accounts.
(b) The services to be provided hereunder shall also include supervisory
services relating to the preparation and filing with the appropriate offices of
any reports or other documents, on behalf of the Fund, as shall be required by
applicable law and requested by the Fund, from time to time, including but not
limited to tax returns, financial statements, and such Forms N-1A and other
filings required by the securities laws of the United States or any state as may
be requested from time to time by the Fund.
2. Provision of Personnel. The Adviser shall, at its own expense, maintain
such staff and employ or retain such personnel and consult with such other
persons as it shall, from time to time, determine to be necessary or useful to
the performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, such staff and personnel shall be deemed to include
officers of the Adviser and persons employed or otherwise retained by the
Adviser to provide or assist in providing of the Services to the Fund.
3. Provision of Certain Facilities and Equipment. The Adviser shall provide
such office space, facilities, and equipment (including, but not limited to,
computer equipment, communication lines and supplies) and such clerical help and
other services as shall be necessary to provide the services to the Fund. In
addition, the Adviser may arrange, on behalf of the Fund and its Portfolios, to
obtain: (1) data processing and/or all of the above services, subject to
approval by a majority of the Fund's Board of Directors, as necessary to assist
it in providing the Services to the Fund, and (2) pricing information regarding
the Fund's investment securities from such company or companies as are approved
by a majority of the Fund's Board of Directors, and the Fund shall be
financially responsible to such company or companies as aforesaid, for the
reasonable cost of such services.
4. Provision of Information to the Adviser. The Fund will, from time to
time, furnish or otherwise make available to the Adviser such information
relating to the business and affairs of the Fund as the Adviser may reasonably
require in order to discharge its duties and obligations hereunder.
5. Reimbursement of Expenses of Adviser. The Fund shall reimburse the
Adviser for such direct expenses, including, but not limited to, (i) those
listed in paragraph 1(b) and 3 above, incurred on behalf of the Fund that are
associated with the providing of the Services, and (ii) those paid to any
delegates of the Adviser pursuant to Section 13 hereof. In no event, however,
shall such reimbursement exceed levels that are fair and reasonable in light of
the usual and customary charges made by others for services of the same nature
and quality. Reimbursement under this Agreement shall be calculated and paid
monthly.
The Adviser shall not be required to pay any filing fees and expenses
incurred in connection with the filing of reports or documents pursuant to
section 1(b) herein, or required to be filed by applicable federal or state law,
which fees or expenses shall be borne directly by the Fund.
6. Access to Records. The Adviser will permit representatives of the Fund,
including the Fund's independent auditors, to have reasonable access to the
personnel and records of the Adviser in order to enable such representatives to
monitor the quality of services being provided and the determination of
reimbursements due the Adviser pursuant to this Agreement. In addition, the
Adviser shall promptly deliver to the Board of Directors of the Fund such
information as may reasonably be requested from time to time to permit the Board
of Directors to make an informed determination regarding continuation of this
Agreement and the payments contemplated to be made hereunder.
7. Limitation 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.
8. Duration of Agreement. This Agreement shall become effective as of the
date of execution hereof and shall remain in effect for two (2) years from the
date hereof and from year to year thereafter, provided such continuance is
approved at least annually by the vote of a majority of the Directors of the
Fund who are not parties to this Agreement or "interested persons" (as defined
in the Investment Company Act) of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on such approval; and
further provided, however, that (a) the Fund may, at any time and without the
payment of any penalty, terminate this Agreement upon written notice to the
Adviser; (b) this Agreement shall immediately terminate in the event of its
"assignment" (within the meaning of the Investment Company Act) to the extent
that it would similarly be required to terminate under similar circumstances if
it were an advisory contract subject to the provisions of Section 15 of the
Investment Company Act and the rules thereunder; and (c) the Adviser may
terminate this Agreement without payment of penalty on sixty days' written
notice to the Fund. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed post-paid, to the other party at the
principal office of such party.
9. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Maryland and the applicable provisions of the Investment
Company Act. To the extent the applicable law of the State of Maryland or any of
the provisions herein conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
10. Separate Contract. This Agreement is separate and distinct from, and
neither affects nor is affected by (i) the Distribution Agreement in effect
between the Fund and Navellier Securities Corp., a Delaware Corporation, or (ii)
the Investment Advisory Agreement in effect between the Adviser and the Fund.
11. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Fund and the Adviser and their respective successors.
12. Amendment. No amendment or modification of this Agreement shall be
effective unless in writing signed by other parties and witnessed and until
approved by a majority of the outstanding shares of the Fund.
13. Delegation of Duties. The Adviser may delegate each duty to be
performed by it hereunder; provided, however, that notwithstanding any such
delegation, the Adviser shall remain responsible for the performance of the
duties to be performed by it hereunder as though such delegation had not
occurred.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
15. Compensation. The Fund shall, in addition to reimbursing Adviser for
expenses as described in Section 5, pay Adviser an annual fee payable monthly
equal to .25% of the Fund's average daily net asset value for performing such
administrative services.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
NAVELLIER VARIABLE INSURANCE SERIES
FUND, INC.
By:__________________________________
ATTEST:
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NAVELLIER & ASSOCIATES, INC.
By:___________________________________
ATTEST:
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