EXHIBIT 99.d
MH Elite PortFolio of Funds, Inc.
000 Xxxxxxx Xxx.
Xxxxxx, XX 00000
0-000-000-0000
INVESTMENT ADVISORY CONTRACT
Effective January 1, 2005
AGREEMENT, made by and between MH Elite Portfolio of Funds, Inc., a New Jersey
Corporation, (hereinafter called "Fund") and MH Investment Management, Inc., a
New Jersey Corporation (hereinafter called "Investment Adviser"). WITNESSETH:
WHEREAS, Fund will consist of two funds, a small cap fund of funds and a
mid/large cap fund of funds. Fund engages in the business of investing and
reinvesting its assets and property in various mutual funds and Investment
Adviser engages in the business of providing investment advisory services.
1. The Fund hereby employs the Investment Adviser, for the period set forth in
Paragraph 7 hereof, and on the terms set forth herein, to render investment
advisory services to the Fund, subject to the supervision and direction of
the Board of Directors of the Fund. The Investment Adviser will furnish
each fund with investment advice and, in general, supervise the management
and investment program of the funds. The Investment Adviser is required to
render research, statistical and advisory services to the Fund and make
specific recommendations based on each fund's principal investment
strategies. The Investment Adviser hereby accepts such employment and
agrees, during such period, to render the services and assume the
obligations herein set forth, for the compensation provided. The
Investment Adviser shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund in any way,
or in any way be deemed an agent of the Fund.
2. As compensation for the services to be rendered to the Fund by the
Investment Adviser under the provisions of this Agreement, the Fund shall
pay to the Investment Adviser an annual fee, payable monthly, of 1.00%
of each of the Funds daily net assets.
3. It is expressly understood and agreed that the services to be rendered by
the Investment Adviser to the Fund under the provisions of this Agreement
are not to be deemed to be exclusive, and the Investment Adviser shall be
free to render similar or different services to others so long as its
ability to render the services provided for in this Agreement shall not be
impaired thereby.
4. It is understood and agreed that directors, officers, employees, agents
and shareholders of the Fund may be interested in the Investment Adviser
as directors, officers, employees, agents and shareholders, and that
directors, officers, employees, agents and shareholders of the Investment
Adviser may be interested in the Fund, as directors, officers, employees,
agents and shareholders or otherwise, and that the investment Adviser,
itself, may be interested in the Fund as a shareholder or otherwise,
specifically, it is understood and agreed that directors, officers,
employees, agents and shareholders of the Investment Adviser may continue
as directors, officers, employees, agents and shareholders of the Fund;
that the Investment Adviser, its directors, officers, employees, agents
and shareholders may engage in other business, may render investment
advisory services to other investment companies, or to any other
corporation, association, firm or individual, may render underwriting
services to the Fund, or to any other investment company, corporation,
association, form or individual. Employees, officers and agents of the
Investment Adviser who are, or may in the future be, directors and/or
senior officers of the Fund shall receive no remuneration from the Fund
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or acting in such capacities for the Fund. In the conduct of the
respective businesses of the parties hereto and in the performance of this
agreement, the Fund and Investment Adviser may share common facilities and
personnel common to each.
5. Investment Adviser shall give the Fund the benefit of its best judgment and
efforts in rendering these services, and Fund agrees as an inducement to
the undertaking of these services that Investment Adviser shall not be
liable hereunder for any mistake of judgment or any event whatsoever,
provided that nothing herein shall be deemed to protect, or purport to
protect, Investment Adviser against any liability to Fund or to its
security holders to which Investment Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder, or by reason of reckless disregard of
obligations and duties hereunder.
6. Investment Adviser shall not vote proxies on behalf of the Fund.
7. This agreement shall continue in effect until December 31, 2005, and,
thereafter, only so long as such continuance is approved at least annually
by votes of the Fund's Board of Directors, cast in person at a meeting
called for the purpose of voting on such approval, including the votes of
a majority of the Directors who are not parties to such agreement or
interested persons of any such party. This agreement may be terminated at
any time upon 60 days prior written notice, without the payment of any
penalty, by the Fund's Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund. The contract will automatically
terminate in the event of its assignment by the Investment Adviser (within
the meaning of the Investment Company Act of 1940), which shall be deemed
to include a transfer of control of the Investment Adviser. Upon the
termination of this agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for
any obligation to respond for a breach of this Agreement committed prior to
such termination and except for the obligation of the Fund to pay to the
Investment Adviser the fee provided in Paragraph 2 hereof, prorated to the
date of termination.
This Agreement shall not be assigned by the Fund without prior written
consent thereto of the Investment Adviser. This Agreement shall terminate
automatically in the event of its assignment by the Investment Adviser
unless an exemption from such automatic termination is granted by order or
rule of the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to
be affixed and duly attested and their presence to be signed by their duly
authorized officers this tenth day of December, 2004.
MH Elite Portfolio of Funds, Inc. By _____________________________
Xxxxxx Xxxxxx , President
Attest: __________________________
Xxxx Xxxxxxxx, Vice- President
MH Investment Management, Inc. By ____________________________
Xxxxxx Xxxxxx, President
Attest: _________________________
Xxxx Xxxxxxxx, Vice-President
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