EXHIBIT 99.d
MH Elite PortFolio of Funds, Inc.
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INVESTMENT ADVISORY CONTRACT
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, Fund will consist
of three funds, a small cap fund of funds, a mid/large cap fund of funds
and a select portfolio of funds. Fund engages in the business of investing
and reinvesting its assets and property in various mutual funds and
exchange traded 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
the daily net assets in the small cap fund of funds and the mid/large cap
fund of funds. The Fund shall also pay to the Investment Adviser an annual
fee, payable monthly, of 1.75% of the daily net assets in the select
portfolio of funds.
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 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.
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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.
Investment Adviser shall not vote proxies on behalf of the Fund.
7. 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. 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 automat-
ically 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 _____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇ , President
Attest: __________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice- President
MH Investment Management, Inc. By ____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Attest: _________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice-President
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