Exhibit 99.h
MH Elite PortFolio of Funds, Inc.
000 Xxxxxxx Xxx.
Xxxxxx, XX 00000
0-000-000-0000
ADMINISTRATIVE SERVICES AGREEMENT
Effective January 1, 2006
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, in connection with the expenses incurred by the Fund associated with
operating a family of funds, the Investment Adviser agrees to provide the
following administrative services to the Fund.
1. The Fund hereby employs the Investment Adviser, for the period set forth
in Paragraph 6 and on the terms set forth herein, to render administrative
services to the Fund, subject to the supervision and direction of the Board
of Directors of the Fund. The Investment Adviser hereby accepts 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 .25%
each of the Fund's 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. The expenses and salaries incurred by the Fund that are necessary and
incidental to the conduct of its business of operating a family of funds
will be the responsibility of the Investment Adviser. Administrative
services provided by the Investment Adviser include but are not limited
to the costs incurred in the maintenance of books, records, and
procedures; dealings with shareholders; reports and notices to
shareholders; expenses of annual stockholder meetings; board of
directors compensation; miscellaneous office expenses; brokerage fees;
and custodian, legal, accounting and registration fees. 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. Payments to the Investment Adviser cannot be used for distribution
and/or marketing of Fund shares. Investment Adviser is not obligated
in any way to provide distribution services to or for the Fund.
6. This agreement shall continue in effect until December 31, 2006, 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. This agreement
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 19th day of December, 2005.
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
