Exhibit 99.h
MH Elite PortFolio of Funds, Inc.
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ADMINISTRATIVE SERVICES AGREEMENT
Effective January 1, 2004
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 (series) 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 a 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% 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; 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, 2004, 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 fifthteen day of October, 2003.
MH Elite Portfolio of Funds, Inc. By _________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Attest: ___________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
MH Investment Management, Inc. By _________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Attest: ___________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President