EXHIBIT (d)(6)
SUB-ADVISORY AGREEMENT
BETWEEN
NAVELLIER MANAGEMENT, INC.
AND
MONEY MANAGEMENT ADVISERS, INC.
This AGREEMENT is made as of the 15th day of April, 2002, by and between
Navellier Management, Inc., a Delaware corporation (the "Advisor"), and Money
Management Advisers Inc., a Delaware corporation (the "Sub-Advisor").
WHEREAS, the Navellier Millennium Funds, a Delaware business trust (the
"Trust"), is authorized to issue one or more series of shares of beneficial
interest;
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (The "1940 Act");
WHEREAS, the Navellier Money Market Portfolio (the "Portfolio") is a
series of the Trust;
WHEREAS, the Advisor and the Trust have entered into an Investment
Advisory Agreement ("Primary Agreement") under which the Advisor is obligated to
furnish investment advisory services to the Trust's series, and such Primary
Agreement permits the Advisor to, from time to time, retain a sub-advisor to
provide day-to-day portfolio management services to all or part of a series'
investment portfolio;
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish
day-to-day portfolio advisory services to the Portfolio, and the Sub-Advisor
represents that it is willing and possesses legal authority to so furnish such
services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. Subject to the approval of the Trust's Board of Trustees
(the "Board"), including a majority of the trustees who are not parties
to this Agreement or "interested persons" of any such party
("Independent Trustees"), and the Portfolio's shareholders, the Advisor
hereby appoints the Sub-Advisor to provide day-to-day advisory services
to the Portfolio, or to such assets of the Portfolio as determined by
the Advisor, for the period and on the terms set forth in this
Agreement. The Sub-Advisor accepts such appointment and agrees to
furnish the services described herein for the compensation described
herein.
2. DOCUMENTS PROVIDED TO ADVISOR. The Sub-Advisor has or will deliver to
the Advisor copies of each of the following documents along with all
amendments thereto through the date hereof, and will promptly deliver to
the Advisor any future amendments and supplements thereto, if any:
a. the Sub-Advisor's registration statement, and any amendments
thereto, filed on Form ADV under the Investment Advisers Act of
1940, as amended ("Advisers Act"), as filed with the Securities
and Exchange Commission (the "Commission");
b. the Sub-Advisor's Trade Allocation Policy; and
c. the Sub-Advisor's Code of Ethics and Xxxxxxx Xxxxxxx Policy.
3. DOCUMENTS PROVIDED TO THE SUB-ADVISOR. The Advisor has or will deliver
to the Sub-Advisor current copies and supplements thereto of each of the
following documents, and will deliver to it all future amendments and
supplements, if any:
a. the Certificate of Trust of the Trust;
b. the By-Laws of the Trust;
c. certified resolutions of the Board of Trustees of the
Portfolio authorizing the appointment of the Advisor and the
Sub-Advisor and approving the form of this Agreement; and
d. the Trust's Registration Statement on Form N-lA under the
1940 Act and the Securities Act of 1933, as amended ("1933
Act"), as filed with the Commission,
4. ADVISOR'S DUTIES. The Advisor shall continue to have responsibility for
all other services to be provided to the Portfolio pursuant to the
Primary Agreement and shall oversee and review the Sub-Advisor's
performance of its duties under this Agreement. The Advisor shall also
retain direct portfolio management responsibility with respect to any
assets of the Portfolio which are not allocated by it to the portfolio
management of the Sub-Advisor.
5. SUB-ADVISORY SERVICES.
a. GENERAL. The Sub-Advisor hereby agrees to provide day-to-day
portfolio advisory services to the Portfolio. The Sub-Advisor shall
regularly provide investment advice to the Portfolio, or to the
assets of the Portfolio allocated to the Sub-Advisor by the Advisor,
and shall continuously supervise the investment and reinvestment of
cash, securities and other property composing the assets of the
Portfolio and, in furtherance thereof, shall, in a manner consistent
with the investment objective and policies of the Portfolio as set
forth in the Portfolio's then-current Prospectus and Statement of
Additional Information:
(i) furnish a continuous investment program for the Portfolio;
(ii) obtain and evaluate pertinent economic, statistical and
financial data, as well as other significant events and
developments, which
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affect the economy generally, investment programs of the
Portfolio, and the issuers of securities included in the
Portfolio and the industries in which the Portfolio engages,
or which may relate to securities or other investments which
the Sub-Advisor may deem desirable for inclusion in the
Portfolio;
(iii) determine which securities shall be included in the Portfolio;
(iv) in its discretion and without prior consultation with the
Advisor, buy, sell, lend and otherwise trade any securities
and investment instruments on behalf of the Portfolio; and
(v) take, on behalf of the Portfolio, all actions the Sub-Advisor
may deem necessary or appropriate in order to carry into
effect such investment program and the Sub-Advisor's functions
as set forth above.
b. COVENANTS. The Sub-Advisor shall carry out its investment
advisory and supervisory responsibilities in a manner consistent
with the investment objectives, policies, and restrictions provided
in: (i) the Portfolio's Prospectus and Statement of Additional
Information as revised and in effect from time to time; (ii) the
Trust's Trust Instrument, Bylaws or other governing instruments, as
amended from time to time; (iii) the 1940 Act; (iv) the Advisers
Act; (v) other applicable laws; and (vi) such other investment
policies, procedures and/or limitations as may be adopted by the
Trust with respect to the Portfolio and provided to the Sub-Advisor
in writing by the Advisor or the Trust. The Sub-Advisor agrees to
use reasonable efforts to manage the Portfolio so that it will
qualify, and continue to qualify, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as
amended, and regulations issued thereunder (the "Code"), except as
may be authorized to the contrary by the Trust's Board of Trustees.
The management of the Portfolio by the Sub-Advisor shall at all
times be subject to the supervision and review of the Advisor and
the Trust's Board of Trustees.
c. BOOKS AND RECORDS. The Sub-Advisor agrees that all records which
it maintains for the Portfolio are the property of the Trust and
agrees to promptly surrender any of such records to the Trust upon
the Trust's or the Advisor's request. The Sub-Advisor further
agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records of the Portfolio required to be
preserved by such Rule and to keep all records required to be
preserved by the Advisers Act.
d. REPORTS, EVALUATIONS AND OTHER SERVICES. The Sub-Advisor shall
furnish reports, evaluations, information or analyses to the Advisor
or the Trust with respect to the Portfolio and in connection with
the Sub-Advisor's services hereunder as the Advisor or the Trust's
Board of
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Trustees may request from time to time or as the Sub-Advisor may
otherwise deem to be necessary or appropriate. The Sub-Advisor shall
make recommendations to the Advisor or the Trust's Board of Trustees
with respect to Trust policies, and shall carry out all policies
that are adopted by the Board of Trustees. The Sub-Advisor shall,
subject to review by the Advisor and the Board of Trustees, furnish
such other services as the Sub-Advisor shall from time to time
determine to be necessary or appropriate to perform its obligations
under this Agreement. The Sub-Advisor shall cooperate fully with the
Trust's independent auditors and with the Advisor in connection with
any annual audit, the preparation of filings with the Commission,
and in connection with any examination of the Trust or the Advisor
by the Commission.
e. PORTFOLIO TRANSACTIONS. With respect to the securities and other
investments to be purchased or sold for the Portfolio, the
Sub-Advisor shall place orders with or through such persons, brokers
or dealers (including, but not limited to, broker-dealers which are
affiliated with the Sub-Advisor) selected by the Sub-Advisor,
provided, however, that such orders shall (i) be consistent with the
brokerage policy set forth in the Prospectus and Statement of
Additional Information applicable to the Portfolio, or approved by
the Portfolio's Board of Trustees, (ii) conform with federal
securities laws, and (iii) be consistent with securing the most
favorable price and efficient execution. Within the framework of
this policy, the Sub-Advisor may consider the research, investment
information and other services provided by, and the financial
responsibility of, brokers or dealers who may effect, or be a party
to, any such transaction or other transactions to which the
Sub-Advisor's other clients may be a party.
f. AGGREGATION OF SECURITIES TRANSACTIONS. In executing transactions
for the Portfolio, the Sub-Advisor may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be sold or purchased with those of other
funds or accounts advised by the Sub-Advisor. The Sub-Advisor will
aggregate trades if, in the Sub-Advisor's reasonable judgement, such
aggregation (i) will result in an overall economic benefit to the
Portfolio, taking into consideration the advantageous selling or
purchase price, brokerage commission and other expenses, and trading
requirements, and (ii) is not inconsistent with the policies set
forth in the Trust's registration statement and the Portfolio's
Prospectus and Statement of Additional Information.
In the event that the Sub-Advisor aggregates any securities
transactions as provided for above, the Sub-Advisor will allocate
the securities so purchased or sold, and the expenses incurred in
the transaction, in an equitable manner, consistent with its
fiduciary obligations to the Portfolio and such other funds or
accounts advised by the Sub-Advisor.
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g. MEETINGS. The Sub-Advisor will meet with the Advisor on a
periodic basis, as reasonably requested by the Advisor, to review
the responsibilities of each party and discuss any operational
issues.
6. USE OF SUB-ADVISORY PERFORMANCE INFORMATION. With respect to the
Portfolio, the Sub-Advisor shall permit the Advisor and the Trust to
include in the Trust's Prospectus and/or Statement of Additional
Information performance figures of the Sub-Advisor relating to any
private accounts and/or registered investment companies that have
substantially similar investment objectives and policies to the
Portfolio, provided that the inclusion of any such prior performance
satisfies all applicable rules, regulations, and interpretive positions
of the Commission.
Nothing herein shall prohibit the Sub-Advisor or any of its principals
from using the name of the Portfolio, the Trust or the Advisor in a
biographical description of the Sub-Advisor or its principals or
prohibit the use of the performance of the Portfolio or the Trust (to
the extent permissible under the U.S. federal and state securities laws
and regulations) in sales literature, advertising material or other
communications of the Sub-Advisor that describes the composite
performance record of the Sub-Advisor or its principals.
7. REPRESENTATIONS AND WARRANTIES.
The Sub-Advisor hereby represents and warrants to the Advisor as
follows:
a. The Sub-Advisor is a corporation duly organized and in good
standing under the laws of the state of Delaware and is fully
authorized to enter into this Agreement and carry out its duties and
obligations hereunder.
b. The Sub-Advisor is registered as an investment adviser with the
Commission under the Advisers Act, and is registered or licensed as
an investment adviser under the laws of all applicable
jurisdictions. The Sub-Advisor shall maintain such registrations or
licenses in effect at all times during the term of this Agreement.
c. The Sub-Advisor is not the subject of any administrative
proceeding by any state, federal or other regulatory body.
d. The Sub-Advisor at all times shall provide services to the
Portfolio using its reasonable best judgment and efforts to carry
out its obligations to the Portfolio.
The Advisor hereby represents and warrants to the Sub-Advisor as
follows:
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a. The Advisor is a corporation duly organized and in good standing
under the laws of the State of Delaware and is fully authorized to
enter into this Agreement and carry out its duties and obligations
hereunder.
b. The Advisor is registered as an investment adviser with the
Commission under the Advisers Act, and is registered or licensed as
an investment adviser under the laws of all applicable
jurisdictions. The Advisor shall maintain such registrations or
licenses in effect at all times during the term of this Agreement.
c. The Advisor is not the subject of any administrative proceeding
by any state, federal or any other regulatory body.
d. The Advisor at all times shall provide services to the Portfolio
using its reasonable best judgement and efforts to carry out its
obligations to the Portfolio.
8. COMPENSATION. As compensation for the services which the Sub-Advisor is
to provide pursuant to Paragraph 5, the Advisor shall pay to the
Sub-Advisor an annual fee, computed and accrued daily and paid in
arrears on the first business day of every month, at the rate set forth
on Schedule A, which shall be a percentage of the average daily net
assets of the Portfolio (computed in a manner consistent with the
Portfolio's most recent Prospectus and Statement of Additional
Information) determined as of the close of business on each business day
throughout the month. The fee for any partial month under this Agreement
shall be calculated on a proportionate basis.
9. INTERESTED PERSONS. It is understood that, to the extent consistent with
applicable laws, the Trustees, officers and shareholders of the Trust
are, may be, or may become, interested persons with respect to the
Sub-Advisor as directors, officers or otherwise, and that directors,
officers and shareholders of the Sub-Advisor are, may be, or may become,
similarly interested persons with respect to the Trust.
10. NON-EXCLUSIVE SERVICES. The services of the Sub-Advisor provided to the
Portfolio are not to be deemed exclusive and the Sub-Advisor may render
similar services to others and engage in other activities.
11. LIMITATION OF SUB-ADVISOR'S LIABILITY. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Advisor, neither
the Sub-Advisor nor any of its directors, officers, shareholders,
agents, or employees nor the Sub-Advisor's parent corporation and its
affiliates (and their officers, directors, shareholders, agents and
employees) shall be liable or responsible to the Advisor, the Trust, the
Portfolio or to any shareholder of the Portfolio for any error of
judgment or mistake of law or for any act or omission in the course of,
or connected with, rendering services hereunder or for any loss suffered
by the Advisor, the Trust, the Portfolio or any
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shareholder of the Portfolio in connection with the performance of this
Agreement.
12. INDEMNIFICATION. Advisor shall defend, indemnify and hold harmless
Sub-Advisor and its affiliates, and their respective directors,
officers, employees and agents (and, in each case, their respective
heirs, executors, administrators and successors and assigns) against any
and all actual losses, liabilities, claims, damages and reasonable
out-of-pocket expenses whatsoever (including reasonable attorneys'
fees), relating to or arising out of: (i) Advisor's failure to comply
with the provisions of this Agreement or any failure of its
representations and warranties to be true and correct in all material
aspects; (ii) any violation by Advisor of any federal or state
securities law or any other applicable law or regulation relating to its
activities contemplated under this Agreement; (iii) the gross
negligence, malfeasance, willful misconduct, or bad faith of Advisor or
any of its directors, officers, employees or agents, except, in each
case, where such failure is the result of or arises out of a breach by
Sub-Advisor, its affiliates, respective officers, directors, employees
or agents of its obligations under this Agreement; or (iv) any breach by
Advisor, or its directors, officers, employees or agents of any
fiduciary duty owed to the Portfolio.
Sub-Advisor shall defend, indemnify and hold harmless Advisor and its
affiliates, and their respective directors, officers, employees and
agents (and, in each case, their respective heirs, executors,
administrators and successors and assigns) against any and all actual
losses, liabilities, claims, damages and reasonable out-of-pocket
expenses whatsoever (including reasonable attorneys' fees), relating to
or arising out of: (i) Sub-Advisor's failure to comply with the
provisions of this Agreement or any failure of its representations and
warranties to be true and correct in all material aspects; (ii) any
violation by Sub-Advisor of any federal or state securities law or any
other applicable law or regulation relating to its activities under this
Agreement; (iii) the gross negligence, malfeasance, willful misconduct
or bad faith of Sub-Advisor or any of its directors, officers, employees
or agents, except in each case, where such failure is the result of or
arises out of a breach by Advisor, its affiliates, respective officers,
directors, employees or agents of its obligations under this Agreement;
or (iv) any breach by Sub-Advisor or its directors, officers, employees
or agents of any fiduciary duty owed to the Portfolio.
For purposes of this Paragraph 12, the obligation to "indemnify" or
"hold harmless" shall mean, and be limited to, an obligation to pay or
reimburse the indemnitee for its actual out-of-pocket expenses or losses
and shall not obligate the indemnitor to pay indemnitee for any amounts
paid to or on behalf of indemnitee by insurance or any other source in
connection with the "loss", "claim" or "damage" referred to in this
Paragraph 12. The intent of this definition being that the "collateral
source" rule shall not apply and that the indemnitee shall only be
"indemnified" for actual and ultimate out-of-pocket payments made for
actual net liabilities that are ultimately determined to be owed by
indemnitee.
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13. EFFECTIVE DATE; MODIFICATIONS; TERMINATION. This Agreement shall become
effective on the date first set forth above.
This Agreement shall continue in force for an initial term of two years
from its effective date. Thereafter, this Agreement may be renewed for
successive annual periods, provided that the Agreement is approved by
the Trust's Board, including a majority of Independent Trustees.
This Agreement may be modified or amended only in writing signed by both
parties or their authorized representatives.
Notwithstanding the foregoing provisions, either party hereto may
terminate this Agreement at any time on sixty (60) days' prior written
notice to the other, without payment of any penalty. In addition, this
Agreement may be terminated by the Board of Trustees or by a majority
vote of the Fund's shareholders, without penalty, upon 60 days' prior
written notice. This Agreement shall terminate automatically in the
event of its assignment.
14. CONFIDENTIALITY; USE OF NAMES. All materials and information supplied by
one party to the other party ("Confidential Information") is
confidential and proprietary. Confidential Information shall not
include, and the requirements of this Paragraph 14 shall not apply to,
information in the public domain or otherwise received by either party
through no wrongful act of either party to this Agreement or any
affiliate thereof. Confidential Information shall be used by the
receiving party solely in the performance of its obligations pursuant to
this Agreement. Each party shall receive Confidential Information in
confidence and not disclose Confidential Information to any third party,
except as may be necessary to perform its obligation pursuant to this
Agreement or except as may be required by law or agreed upon in writing
by the other party. Upon written request or upon the termination of this
Agreement, each party shall return to the other party all Confidential
Information in its possession or control.
Neither party hereto shall use the registered trademarks, service marks,
logos, names, or any other proprietary designations of the other party
without such party's prior written approval. Each party hereto shall
submit to the other party for prior written approval any advertising or
promotional material using the other party's name or any name associated
with an affiliate of the other party, or such trademarks of the other
party; provided, however, that a party hereto may use advertising or
promotional materials which was previously approved in substantially the
same form without obtaining approval of the other party.
The covenants, agreements and obligations of each party under this
Paragraph 14 shall survive the expiration or termination of this
Agreement.
15. CERTAIN DEFINITIONS. The terms "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
1940 Act. References in this Agreement to the 1940 Act and the Advisers
Act shall be
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construed as references to such laws as now in effect or as hereafter
amended, and shall be understood as inclusive of any applicable rules,
interpretations and/or orders adopted or issued thereunder by the
Commission.
16. INDEPENDENT CONTRACTOR. The Sub-Advisor shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees of the
Trust or the Advisor from time to time, have no authority to act for or
represent the Portfolio in any way or otherwise be deemed an agent of
the Portfolio or of the Advisor.
17. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed
by the laws of the State of Delaware, without regard to its choice of
law rules, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or the Advisers Act. Subject to
the mutual agreement of both parties hereto, any controversy or dispute
arising between the parties concerning any transaction or the
construction, performance or breach of this Agreement may be settled by
binding arbitration. The award rendered may be entered into any court
having jurisdiction. Each of the Advisor and Sub-Advisor waives all
right to trial by jury in any action, proceeding, claim or counterclaim
(whether based on contract, tort or otherwise) related to or arising out
of this Agreement.
18. WAIVERS. Neither of the parties hereto shall be deemed to have waived
any of its rights, powers or remedies hereunder unless such waiver is
granted in writing by the waiving party. No failure or delay by either
party in exercising any right, power or remedy with respect to any of
the provisions of this Agreement will operate as a waiver of such
provisions with respect to subsequent occurrences.
19. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
20. NOTICES. Notices of any kind to be given to the Sub-Advisor hereunder by
the Advisor shall be in writing and shall be duly given if mailed or
delivered to the Sub-Advisor at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: Xxxxx Xxxxx/Xxxx or at such other address or to such
individual as shall be so specified by the Sub-Advisor, or if sent via
facsimile, to the recipient's current facsimile number as contained in
the sender's records. Notices of any kind to be given to the Advisor
hereunder by the Sub-Advisor shall be in writing and shall be duly given
if mailed or delivered to the Advisor at Xxx Xxxx Xxxxxxx, Xxxxx Xxxxx,
Xxxx, Xxxxxx 00000, Attention: Xxxxx Xxxxxx, or at such other address or
to such individual as shall be so specified by the Advisor, or if sent
via facsimile, to the recipient's current facsimile number as contained
in the sender's records. Notices shall be effective upon delivery.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
written above.
MONEY MANAGEMENT ADVISERS, INC.
By: /s/ XXXXX XXXXX/XXXX
-------------------------------
Name: Xxxxx Xxxxx/Bach
Title: Vice President
NAVELLIER MANAGEMENT, INC.
By: /s/ XXXXX XXXXXX
-------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Operating Officer
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SCHEDULE A
PORTFOLIO
Navellier Money Market Portfolio
COMPENSATION
0.50% on the first $100 million of average daily net assets;
0.45% on the next $100 million of average daily net assets;
0.40% on the next $100 million of average daily net assets; and
0.35% on average daily net assets in excess of $300 million.
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