EXHIBIT 8.1
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
THE NAVELLIER PERFORMANCE FUNDS
AND RUSHMORE TRUST AND SAVINGS, FSB
This Administrative Services Agreement (the "Agreement") is entered into
this 6th day of December, 1995 by and between The Navellier Performance Funds
(the "Fund") and Rushmore Trust and Savings, FSB ("RTS", sometimes hereinafter
referred to as the "Administrator").
RECITALS
I. WHEREAS RTS and its personnel have expertise and experience in
providing administrative services to registered investment companies, and
II. WHEREAS The parties wish to set forth herein the manner and terms upon
which services will be provided.
NOW THEREFORE, the parties hereto agree as follows:
EMPLOYMENT OF RTS
1. RTS shall provide shareholder services, transfer agent, custodian and
administrative services to the Fund as set forth in EXHIBIT I to this Agreement.
2. As compensation for the services to be rendered by the Administrator
as provided above, the Fund shall pay the Administrator in accordance with the
fee schedule in EXHIBIT II to this Agreement. The fees will be paid monthly.
However, during the first three months, beginning on the date the Fund goes
"effective", the monthly minimum charges set forth in Exhibit II attached hereto
will be waived (i.e., only actual fees will be charged) and during the next
three months the monthly minimum fees charged will total $2500/month. In the
event of termination of this Agreement, the fees shall be computed on the basis
of the period ending on the last business day on which this Agreement is in
effect subject to a pro rata adjustment based on the number of days elapsed in
the current month as a percentage of the total number of days in such month.
3. Subject to and in accordance with the governing instruments of the
Fund and of the Administrator respectively, directors, officer, agents and
stockholders of the Fund are or
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may be interested in the Administrator (or any successor thereof) as
shareholders or otherwise; and the effect of any such inter-relationships shall
be governed by said governing instruments and the applicable provisions of the
Investment Company At of 1940.
4. This Agreement shall continue in effect until the first meeting of
the shareholders of the Fund (but in no event longer than two years from the
date hereof), and if approved at such shareholders' meeting, until two years
from the date hereof, and thereafter only so long as such continuance is
approved at least annually by a vote of a majority of the Fund's Board of
Directors, including the votes of a majority of the Directors who are not
parties to such Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting such approval. Provided,
however, that (a) this Agreement may be terminated without penalty either by
votes of the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, on sixty-days proper written notice
to the Administrator, (b) this Agreement shall automatically terminate in the
event of its assignment (within the meaning of the Investment Company Act of
1940), and (c) this Agreement may be terminated by the Administrator on sixty-
days prior written notice to the Fund. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party. As used in this Agreement, the terms
"interested persons" and "vote of a majority of the outstanding securities"
shall have the respective meanings set forth in Section 2(a)(19) and Section
2(a)(42) of the Investment Company Act of 1940.
5. The services of the Administrator to the Fund hereunder are not to be
deemed exclusive, and the Administrator shall be free to render similar services
to others so long as its services hereunder are not impaired thereby. The
Administrator shall for purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
6. No provisions of this Agreement shall be deemed to protect the
Administrator against any liability to the Fund or its shareholders to which it
otherwise would be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of its duties or the reckless disregard of its
obligations under this Agreement. Nor shall any provisions hereof be deemed to
protect any Director or officer of the Fund against any such liability to which
he might otherwise be subject by reason of any wilful misfeasance, bad faith or
negligence in the performance of his duties or the reckless disregard of his
obligations. 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.
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7. Upon delivery of services by RTS to the Fund, RTS shall prepare and
submit to the Fund an invoice for the amounts to be paid by the Fund under the
Agreement. The invoice shall contain a description of the services rendered. The
calculation of the amount of the invoice shall be in accordance with the fee
schedule as set forth in EXHIBIT II which has been reviewed as to the
reasonableness of the amounts by the Directors of the Fund who are not
"interested persons" of the Fund. Within thirty (30) days of receipt of such
invoice, the Fund shall pay to RTS all amounts indicated as due and payable
except for those amounts, if any, which are in dispute.
8. If the Fund or its designees shall dispute any amounts in the invoice,
the Fund shall give RTS written notice of such discrepancy and the amount
thereof. Within ten (10) days after receipt of such notice, RTS shall either
agree with the Fund as to the amount of the discrepancy or inform the Fund in
writing that RTS disputes the existence or amount of the discrepancy. If RTS
disputes the existence or amount of the discrepancy, the parties agree that for
a period of thirty (30) days they shall use their best efforts to resolve such
dispute on a mutually satisfactory basis.
9. Any dispute or disagreement arising between RTS and the Fund in
conjunction with any provision of this Agreement, or the compliance or
non-compliance therewith, or the validity or enforceability thereof which is not
settled within thirty (30) days (or such other period as may be mutually agreed
upon) from the date that either party informs the other in writing that such
dispute or disagreement exists, may be resolved by litigation or may with the
written consent of both RTS and the Fund be settled by arbitration in accordance
with rules set by a three member panel, one member each selected by RTS and the
Fund and the third being an attorney selected by mutual agreement of RTS and the
Fund, with all charges submitted by said attorney to be shared equally by RTS
and the Fund. A decision shall be rendered by the panel within thirty (30) days
of a meeting held in such place or places as may be agreed by the panel, and RTS
and the Fund shall comply with such decision. If both parties agree in writing
to submit to arbitration then the decision of the panel shall be final and not
subject to judicial review, and judgment may be entered thereon in accordance
with applicable law in any court having jurisdiction thereof.
10. Absent willful misfeasance, bad faith, negligence or reckless
disregard of duties, RTS shall not be liable to the Fund for any special,
incidental, or consequential damages for losses arising out of relating to the
performance of its obligations under this Agreement, whether or not such damages
or losses were caused by the acts of omissions of RTS or its employees. RTS is
fully responsible for the accurate transmission to the Fund of information
provided to RTS by third parties but is not responsible for the accuracy of the
information so provided.
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11. All documents, information and files which may be or have been
furnished by RTS to the Fund and which may be produced or prepared by RTS in
connection with this Agreement shall be and remain confidential and the
exclusive property of the Fund.
12. RTS will preserve for periods required in Rule 31a-2 of the General
Rules and Regulations under the Investment Company Act of 1940 such records
maintained by it as required to be maintained by Rule 31a-1 of such rules.
13. All books and records of RTS, insofar as such books and records
pertain to the services, shall be available for inspection by the Fund and its
agents at the offices of RTS during regular business hours, upon prior written
notice to RTS by the Fund. RTS shall on the same or next day provide the Fund
and/or its agents including Navellier Securities Corp. and/or Navellier
Management, Inc. confirmation of all investor activities including but not
limited to initial investment, additions, withdrawals, and account balances, and
shall arrange for a computer link-up so that the Fund and/or its said agents
shall have computer access to all investor account information. RTS shall
further arrange that all information relating to such investor accounts and all
information relating to persons requesting a Fund prospectus, and investor and
prospective investor mailing and telephone information, mailing list, databases,
etc., are kept strictly confidential and remain the exclusive property and trade
secret information of the Fund, Navellier Securities Corp. and Navellier
Management, Inc., and such information shall not be used by RTS or anyone else
for any purpose except with the express written consent of the Fund. RTS shall
further insure that none of its employees or agents or independent contractors
uses such information for any purpose except with the express written consent of
the Fund. RTS shall further insure that none of its employees, agents or
independent contractors has access to such information (computer or hard copy)
except those employees specifically designated and approved by the Fund.
14. Neither RTS nor the Fund shall be considered to be in default in the
performance of their respective obligations hereunder to the extent that the
performance of any such obligation or obligations is prevented or delayed by Act
of God or any cause reasonably beyond the control of RTS or the Fund, as the
case may be. In the event of equipment breakdown beyond its control, RTS shall
take reasonable steps to minimize service interruptions.
15. The services as provided by RTS in accordance with this Agreement
shall not be deemed accepted until the Fund has notified RTS in writing of the
Fund's receipt of services and of its acceptance or rejection of such services.
16. RTS and the Fund may amend, modify or supplement this Agreement only
by a written instrument executed by both RTS and the Fund. If any such
amendment, modification or supplement causes an
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increase or decrease in the price of, or time required for, the performance of
this Agreement, an equitable adjustment shall be made, and this adjustment shall
be mutually agreed upon by RTS and the Fund and the Agreement modified in
writing accordingly.
17. All notices, demands and other communications required or permitted to
be given hereunder shall be made in writing and shall be deemed to be duly given
if personally delivered or if deposited in the United States mail, registered or
certified mail, with postage prepaid, and addressed to the appropriate party at
the address set forth below, or at such other address as the parties may
designate in writing delivered in accordance with the provisions of this Section
17.
If to RTS:
Rushmore Trust and Savings, FSB
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX. 00000
Attention: Xxxxxx X. X'Xxxxxx, Chairman
If to the Fund:
Navellier Performance Funds
000 Xxxxxxx Xxx, Xxxx. Xxx
Xxxxxxx Xxxxxxx, XX 00000-0000
18. RTS shall have no right to the use of, or otherwise, the name or any
derivative of the name Navellier, and shall not use such name or derivative in
any way, including but not limited to, advertising, publications, or
testimonials, without the express written consent of Xxxxx Xxxxxxxxx.
19. RTS shall arrange to have the Fund and its officers and trustees added
as additional named insureds to RTS's fidelity bond. RTS will also provide XXX
and Xxxxx accounts to Fund investors at the same fees charged to Rushmore Group
investors.
20. This Agreement is intended by the parties as a full expression of
their agreement with respect to the subject matter hereof and a complete and
exclusive statement of the terms thereof. No course of prior dealings between
the parties shall be relevant or admissible to supplement, explain, or vary any
of the terms of this Agreement. No representations, undertakings, or agreements
have been made or relied upon in the making of this Agreement other than those
specifically set forth herein.
21. This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada and shall be binding upon and shall inure to the
benefit of the parties hereto, and litigation between the parties out of or
related to this agreement shall only be brought in the state or federal court
located in
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Reno, Nevada, and in the event of such litigation the prevailing party shall
be entitled to its reasonable attorneys fees and costs.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
WITNESS: RUSHMORE TRUST AND SAVINGS, FSB
^^^ ^^^^^
__________________________________
By: Chief Financial Officer
WITNESS: NAVELLIER PERFORMANCE FUNDS
^^^^^
___________________________________
By:
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EXHIBIT I
RUSHMORE TRUST AND SAVINGS, FSB
DESCRIPTION OF SERVICES
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SHAREHOLDER SERVICING AND TRANSFER AGENT SERVICES
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Services included:
Maintenance of individual shareholders accounts
Posting all transactions
Preparation of periodic shareholder statements
(including annual and semi-annual shareholder reports)
Preparation of transaction confirmations
Income distributions
Respond to inquiries from shareholders
Process account changes such as name or address
CUSTODIAN SERVICES
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Services included:
Safekeeping of securities
Delivery of securities sold
Receipt of securities purchased
Retain Fund cash in separate account(s)
Receive and process investor funds for purchases of Fund shares
ADMINISTRATIVE SERVICES
-----------------------
Services included:
General ledger accounting
Portfolio accounting
Daily share pricing (Daily Net Asset Value calculation)
Maintenance of records and regulatory reporting per SEC regulations
DIRECT FUND EXPENSES NOT INCLUDED:
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SEC registration fees
State "blue sky fees":
Director fees and expenses
Insurance
Legal fees
Prospectus preparation
Tax return preparation
Shareholder report preparation
Printing
Postage
Printing of statement stock
Mailing envelopes
Postage
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EXHIBIT II
FEE SCHEDULE
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BASE CHARGE
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Monthly fee payable at the annual rate of 10 basis points (10/100's one
percent) of average daily net assets.
Does not apply to balance in Fund for Government Investors, Inc. or the Rushmore
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Fund, Inc. money market funds.
SHAREHOLDER SERVICING AND TRANSFER AGENT SERVICES
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Monthly account maintenance $1.00
Shareholder transaction charge $1.00
Minimum monthly charge $2,500.00
CUSTODIAN SERVICES
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Portfolio transaction charge $10.00
(does not include Mortgage Backed Securities, Foreign or Options transactions)
Charges applied to any discretionary security transaction such as buy,
sell, tender, conversion, maturity, free receipt/delivery, in-kind distribution,
etc. Does not apply to dividend and interest payments or to cash transaction in
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the Fund for Government Investors, Inc. or Rushmore Fund, Inc. money market
funds.
Minimum monthly charge $1,500.00
ADMINISTRATIVE SERVICES
-----------------------
Monthly charge $1,500.00
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