EXHIBIT 8.2
THE NAVELLIER PERFORMANCE FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 17th day of October, 1995, by and between THE
NAVELLIER PERFORMANCE FUNDS, 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 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 Aggressive Growth Portfolio" ("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
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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.
2. Provision of Personnel. The Adviser shall, at its own expense,
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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benefit of the Fund and the Adviser and their respective successors.
12. Amendment. No amendment or modification of this Agreement shall be
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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
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performed by it hereunder; provided, however, that notwithstanding any such
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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
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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
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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 in Incline Village, Nevada.
THE NAVELLIER PERFORMANCE FUNDS
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Trustee
ATTEST:
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Trustee
/s/ ^^^ By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Trustee
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Trustee
Attest:
/s/
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NAVELLIER MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
President
