THE NAVELLIER PERFORMANCE FUNDS ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 1st day of January, 2007, by and
between THE NAVELLIER PERFORMANCE FUNDS, a business trust
organized under the laws of the State of Delaware (the
“Fund”), and NAVELLIER & ASSOCIATES, INC., a
Delaware 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 the following
portfolios designated as the “Navellier Aggressive Micro
Cap Portfolio”, “Navellier Mid Cap Growth
Portfolio”, and “Navellier Fundamental ‘A’
Portfolio”; and
WHEREAS, the Adviser is registering 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 asset, 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 form time to time by the
Fund.
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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 Trustees, 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 Trustees, 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 Trustees of the Fund such
information as may reasonably be requested form time to time to
permit the Board of Trustees 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 it’s 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 Trustees 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
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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 Delaware
and the applicable provisions of the Investment Company Act. To
the extent the applicable law of the State of Delaware 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.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the day and year first above written
in Reno, Nevada.
| By: | /s/ Xxxxxxx Xxxxxxxxx |
Xxxxxxx Xxxxxxxxx, Trustee
| By: | /s/ Xxxxx Xxxxxx |
Xxxxx Xxxxxx, Trustee
| By: | /s/ Xxxx Xxxxxxx |
Xxxx Xxxxxxx, Trustee
| By: | /s/ Xxxxxx Xxxxxxx |
Xxxxxx Xxxxxxx, Trustee
Attest:
/s/ Xxx Xxxxxxxxxx
Xxx
Xxxxxxxxxx, CCO
NAVELLIER & ASSOCIATES, INC.
| By: | /s/ Xxxxx Xxxxxx |
Xxxxx Xxxxxx
President
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