UNITED STATES
Securities and Exchange Commission
Washington, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
and
THE INVESTMENT COMPANY ACT OF 1940 X
MH Elite Portfolio of Funds, Inc. (Exact Name of Registrant as Specified
in Charter)
220 Russell Ave., Rahway, NJ 07065 Address of Principal Executive Offices)
1-800-318-7969 (Registrants Telephone Number)
Harvey Merson, 220 Russell Ave., Rahway, NJ 19087 (Name and Address of
Jeff Holcombe, 220 Russell Ave., Rahway, NJ 19087 Agents for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this registration.
It is proposed that this filing will become effective
[x] 60 days after filing pursuant to paragraph (a)
The Registrant hereby amends this Registration Statement on such date or dates
that may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(A) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission acting to section 8(A) may determine.
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<PAGE>
Cross Reference Sheet
INFORMATION REQUIRED CAPTIONS IN FILING
Part A: IN A PROSPECTUS
Item 1. Cover Page Cover Page
Item 2. Synopsis Fund Expenses
Item 3. Condensed Financial Information Fund Expenses
Item 4. General Description of Registrant The Fund
Item 5. Management of the Fund Management of the Fund
Item 6. Capital Stock and other Securities Capitalization
Item 7. Purchase of Securities being Offered Purchase of Shares - Reinvestments
Item 8. Redemption or Repurchase Redemption of Shares
Item 9. Legal Proceedings Litigation
Part B: STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Objectives and Policies
Item 14. Management of the Registrant Officers & Directors of the Fund
Item 15. Control Persons & Principal Holders Not Applicable
of Securities
Item 16. Investment Advisory and Other Ser- Investment Adviser
vices
Item 17. Brokerage Allocation Not Applicable
Item 18. Capital Stock & Other Securities Capitalization
Item 19. Purchase, Redemption & Pricing of Purchase of Shares
Securities Being Offered
Item 19. Purchase, Redemption & Pricing of Redemption of Shares
Securities Being Offered
Item 19. Purchase, Redemption & Pricing of Pricing of Shares
Securities Being Offered
Item 20. Tax Status Tax Status
Item 21. Underwriters Not Applicable
Item 22. Calculation of Yield Quotations of Not Applicable
Money Market Funds
Item 23. Financial Statements Financial Statements
Part C: OTHER INFORMATION
Item 24. Financial Statements & Exhibits Financial Statements & Exhibits
Item 25. Persons Controlled by/or under Control Persons
Common Control
Item 26. Number of Holders of Securities Number of Shareholders
Item 27. Indemnifications Indemnification
Item 28. Business & Other Connections of Activities of Investment Advisor
Advisor
Item 29 Principal Underwriters Principal Underwriter
Item 30. Location of Accounts & Records Location of Accounts & Records
Item 31. Management Services Not Applicable
Item 32. Undertakings Not Applicable
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<PAGE>
MH Elite Portfolio of Funds, Inc.
220 Russell Avenue
Rahway, NJ 07065
1-800-318-7969
PROSPECTUS February 17, 1998
THE FUND & INVESTMENT OBJECTIVE
MH Elite Portfolio of Funds, Inc. ("the Fund") is an open-end diversified
management investment company that seeks long term capital appreciation
through investment in a diversified group of other open end investment
companies which in turn, invest principally in equity securities. Current
income from these investments will be a subordinate consideration.
FUND SHARE PURCHASE
Capital shares of the Fund may only be purchased directly from the Fund at net
asset value as next determined after receipt of order. The Board of Directors
has established $25,000 as the minimum initial purchase and $1000 for subse-
quent purchases.
ADDITIONAL INFORMATION
This Prospectus, which should be held for future reference, is designed to set
forth concisely the information that you should know before you invest. A
"Statement of Additional Information" containing more information about the Fund
has been filed with the Securities and Exchange Commission. Such Statement is
dated February, 17 1998 and has been incorporated by reference into the
Prospectus. A copy of the Statement may be obtained without charge, by writing
to the Fund or by calling the telephone number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
FUND EXPENSES
The following illustrates all expenses and fees that a shareholder of the
MH Elite Portfolio of Funds, Inc. will incur. The expenses and fees set forth
below are for the 1998 fiscal year.
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None
Exchange Fees None
Annualized Fund Operating Expenses:
Management Fees 1.00%
12b-1 Fees None
Other Expenses 0.25%
Total Fund Operating Expenses 1.25%
Example
You would pay the following 1 Year 3 Years 5 Years 10 Years
expenses on a $1000.00 $12.50 $39.41 $69.07 $177.58
investment, assuming (1) 5%
annual return and (2) redemption
at the end of each time period.
The purpose of the table is given to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly and
indirectly. The example should not be considered a representation of past or
future expenses and that actual expenses may be greater or lesser then those
shown.
THE FUND
MH Elite Portfolio of Funds, Inc. (also referred to as the "Fund") was
incorporated in New Jersey on October 20, 1997. The Fund's registered office
is in Rahway, New Jersey; mail may be addressed to 220 Russell Avenue,
New Jersey 07065.
OBJECTIVES AND POLICIES
MH Elite Portfolio of Funds, Inc.(the Fund) investment objective is long-term
capital appreciation. The Fund seeks to achieve this objective by investing in
a diversified group of approximately fifteen to fifty underlying funds which
invest primarily in common stock or securities convertible into or exchangeable
for common stock (such as convertible preferred stock, convertible debentures,
or warrants) and which seek long-term capital appreciation with current income
of secondary importance.
Although it invests primarily in shares of underlying funds, for temporary
defensive purposes or to accumulate cash for investments or redemptions, the
Fund may hold cash or invest in money market mutual funds or in a variety of
short-term debt securities, including U. S. Treasury bills and other U. S.
Government securities, commercial paper, certificates of deposit, and banker's
acceptance. Cash held for investments or redemptions may not exceed 35% of the
Fund's total assets.
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<PAGE>
RISK AND OTHER CONSIDERATIONS
There are a number of risks and other considerations which a potential investor
in the Fund should consider. Some of these relate to an investment in a securi-
ty of any kind, other are peculiar to a fund which invests in other funds, and
still others concern certain legal requirements applicable to funds which in-
vest in other funds.
An investment in any security involves a certain amount of risk, and this is
true of an investment in the Fund, too. Although the Fund diversifies its
portfolio by investing in several underlying funds, which tends to minimize risk
somewhat, it does not eliminate risk altogether.
The underlying funds have their own investment objectives, policies, practices,
and techniques, any one or all of which may subject their assets to varying
degrees of risk.
The Fund is independent from any of the underlying funds in which it invests and
has little voice in or control over the investment practices, policies, or deci-
sions of those funds. If the Fund disagrees with those practices, policies, or
decisions, it may have no choice other than to liquidate its investment in that
fund, which can entail further losses. Also, the investment advisers of the
underlying funds may simultaneously pursue inconsistent or contradictory courses
of action; for example, one fund may be purchasing securities of the same issuer
whose securities are being sold by another underlying fund, with the result that
the Fund would incur indirect expense without any corresponding investment or
economic benefit.
Expenses and tax consequences are other areas in which the Fund differs from
most other funds. An investor who invests directly in a fund may pay certain
transactional expenses (for example, sales commisions or deferred sales
charges), as well as a pro rata share of the fund's operating expenses (such
as management fees, distribution fees, and other expenses). An investor in the
Fund may pay higher expenses than if the underlying shares were owned directly.
SELECTION OF UNDERLYING FUNDS
The Investment Adviser exercises broad discretion in choosing which underlying
funds to include in the Fund's portfolio. The primary consideration in the
selection process is that a prospective fund advance the Fund's stated invest-
ment objective of achieving long-term capital appreciation. The Fund will
purchase shares of other open-end funds at their net asset value (NAV) whose
median market capitalization will generally be less than two billion, commonly
referred to as small and/or micro cap funds. The Investment Adviser reviews and
evaluates funds based on their investment style (i.e. value vs. growth), poli-
cies, and past performance. Other criteria considered in making a determination
include the portfolio manager, transaction and operating expenses and fees,
portfolio composition and liquidity, and quality and types of shareholder ser-
vices provided. Refer to the Statement of Additional Information for more in-
formation concerning the investment policies and practices of the underlying
funds.
PORTFOLIO TURNOVER POLICY
The Fund does not propose to purchase securities for short term trading in the
ordinary course of operations. Accordingly, it is expected that the annual
turnover rate will not exceed 50%, wherein turnover is computed by dividing the
lesser of the Fund's total purchases or sales of securities within the period by
the average monthly portfolio value of the Fund during such period. There may
be times when management deems it advisable to substantially alter the composi-
tion of the portfolio, in which event, the portfolio turnover rate might sub-
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<PAGE>
stantially exceed 50%; this would only result from special circumstances and not
from the Fund's normal operations.
TAX STATUS
Under the provisions of Sub-Chapter M of the Internal Revenue Code of 1954 as
amended, the Fund, intends to pay out substantially all of its investment income
and realized capital gains, and intends to be relieved of federal income tax on
the amounts distributed to shareholders. In order to qualify as a "regulated
investment company" under Sub-Chapter M, at least 90% of the Fund's income must
be derived from dividends, interest, and gains from securities transactions, no
more than 30% of the Fund's profits may be derived from securities held less
than three months, and no more than 50% of the Fund assets may be held in
security holdings that exceed 5% of the total assets of the Fund at time of
purchase.
All income realized by the Fund, including short term capital gains, will be
taxable to the shareholder as ordinary income. Dividends from net income will
be made annually or more frequently at the discretion of the Fund's Board of
Directors. Dividends received shortly after purchase of shares by an investor
will have the effect of reducing the per share net asset value of his shares by
the amount of such dividends or distributions and, although in effect a return
of capital, are subject to federal income taxes.
The Fund is required by federal law to withhold 31% of reportable payments
(which may include dividends, capital gains, distributions and redemptions) paid
to shareholders who have not complied with IRS regulations. In order to avoid
this withholding requirement, you must supply the Fund with your Social Security
or Taxpayer Identification Number, and that you are not currently subject to
back-up withholding, or that you are exempt from back-up withholding.
INVESTMENT RESTRICTIONS
The Fund has adopted certain fundamental investment policies which, together
with the investment objective of the Fund, cannot be changed without the approv-
al by holders of a majority of the outstanding shares. As defined in the 1940
Act, this means the lesser of the vote of (a) 67% of the outstanding shares of
the Fund present at a meeting where more than 50% of the outstanding shares of
the Fund. are present in person or by proxy; or (b) more than 50% of the out-
standing shares of the Fund. The Fund has also adopted a number of other in-
vestment policies which are not fundamental and, therefore, may be changed by
the Board of Directors without shareholder approval.
Under its fundamental investment policies, the Fund will invest at least 25% of
its total assets in shares of underlying funds. Through its investment in un-
derlying funds, the Fund may invest more than 25% of its assets in one industry.
The Fund may borrow money from a bank for temporary or emergency purposes, but
only in amounts not exceeding the lesser of 10% of its total assets values at
cost or 5% of its total assets valued at market, and, in any event, only if
immediately thereafter there is an asset coverage of at least 300%. The Fund
will not purchase portfolio securities when outstanding borrowings exceed 5% of
the total assets. Interest paid on borrowed funds will decrease the net earn-
ings of the Fund. The Fund may mortgage, pledge, or hypothecate its assets in
an amount not exceeding 10% of its total assets to secure temporary or emergency
borrowing.
INVESTMENT ADVISER
MH Investment Management, Inc. is a New Jersey corporation that acts as an
Investment Adviser to the Fund. Mr. Harvey Merson and Mr. Jeff Holcombe estab-
lished the company on October 20, 1997 and are the sole owners, directors and
officers of MH Investment Management, Inc.. Mr. Harvey Merson, portfolio
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<PAGE>
manager, is primarily responsible for the day to day management of the Funds
portfolio. Mr. Merson is a graduate of Rider College with a Bachelor of Science
degree in Business Administration. He has held a NASD series 7 license since
1982, and is registered with the State of New Jersey as a Registered Investment
Adviser. Mr. Merson has been assisting clients with the purchasing, monitoring,
and sale of mutual funds for the last 15 years. Mr. Jeff Holcombe, chief infor-
mation officer, is primarily responsible for the administrative operations of
the fund. Mr. Holcombe is a graduate of Montclair State College with a Bachelor
of Science degree in Business Administration, and Fairleigh Dickinson University
with a Master of Business Administration in Finance. He is currently a senior
system analyst with Bellcore, and has provided computer consulting services for
the last 12 years.
The Investment Adviser furnishes the Fund with investment advice and, in
general, supervises the management and investment program of the fund. Under
the Investment Advisory Agreement, the Fund has agreed to pay the Investment
Adviser an annual fee, payable monthly, of 1.00% of the Fund's average daily net
assets.
Pursuant to its contract with the Fund, the Investment Adviser is required to
render research, statistical and advisory services to the Fund; to make specific
recommendations based on the Fund's investment requirements; and to pay salaries
of the Funds employees who may be officers or directors or employees of the In-
vestment Adviser. Excepting these items, the Fund pays all other fees and ex-
penses incurred in conducting its business affairs. The Investment Adviser has
paid the initial organizational costs of the Fund.
CAPITALIZATION
The authorized capitalization of the Fund consists of 10,000,000 shares of com-
mon stock of $0.01 par value per share. Each share has equal dividend, distri-
bution and liquidation rights with no conversion or preemptive rights. All
shares issued are fully paid and non-accessible. Each shareholder has one vote
for each share held. Voting rights are non-cumulative, which means that holders
of a majority of shares can elect all directors of the Fund if they so choose.
PURCHASE OF SHARES AND REINVESTMENTS
The offering price of the shares offered by the Fund is at the net asset value
per share next determined after receipt of the purchase order by the Fund and is
computed in the manner described under the caption "PRICING OF SHARES" in this
Prospectus. The Fund reserves the right at its sole discretion to terminate the
offering of its shares made by this Prospectus at any time and to reject pur-
chase applications when, in the judgment of management such termination or re-
jection is in the best interests of the Fund.
Initial purchase of shares of the Fund may be made only by application submitted
to the Fund. For the convenience of investors, a Share Purchase Application
form is provided with this Prospectus. The minimum initial purchase of shares
is $25,000.00. Less may be accepted under special circumstances. The Fund will
be initially registered in New Jersey and there will be no solicitation of out
of the state (New Jersey) potential shareholders until registration under the
Blue Sky laws of the state of residence have been met. Subsequent purchases may
be made by mail. The minimum amount is $1000, but less may be accepted under
special circumstances.
The Fund will automatically retain and reinvest dividends and capital gains
distributions and use same for the purchase of additional shares for the share-
holder at net asset value as of the close of business on the distribution date.
A Shareholder may at any time by letter or forms supplied by the Fund direct the
Fund to pay dividends and/or capital gains distributions, if any, to such share-
holder in cash.
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<PAGE>
Shares will be issued to three decimal places as purchased from the fund. The
fund will maintain an account for each shareholder of shares for which no cer-
tificates have been issued.
RETIREMENT PLANS
The Fund offers shares in connection with tax-deferred retirement plans. Appli-
cation forms and additional information about these plans, including applicable
fees, are available from the Fund or the Custodian upon request. Before in-
vesting in the Fund through such a plan, an investor should consult a tax ad-
viser. Due to minimum purchase requirements, the retirement plans available are
intended to be used in conjunction with rollovers and transfers from individual
retirement accounts ('IRAs'), and employer sponsored plans (i.e. Section 401K
plans, H-R-10 Plans, 403B, etc.).
PRICING OF SHARES
The net asset value per share is determined by calculating the total value of
the Fund's assets, deducting total liabilities, and dividing the result by the
number of shares outstanding. On each day the New York Stock Exchange is open
for trading, the net asset value is determined as of the close of the Exchange
(normally, 4:00 p.m. New Jersey time).
The Fund's assets consist primarily of shares of the underlying funds, which are
valued at their respective net asset values under the 1940 Act. The underlying
funds value securities in their portfolio for which market quotations are read-
ily available at their current market value (generally the last reported sale
price) and all other securities and assets at fair value pursuant to methods
established in good faith by their boards of directors.
REDEMPTION OF SHARES
The Fund will redeem all or any part of the shares of any shareholder who
tenders a request for redemption (if certificates have not been issued) or
certificates with respect to shares for which certificates have been issued.
In either case, proper endorsements guaranteed either by a national bank or a
member firm of the New York Stock Exchange will be required unless the share-
holder is known to management. The redemption price is the net asset value per
share next determined after notice is received by the Fund for redemption of
shares. The proceeds received by the shareholder may be more or less than his
cost of such shares, depending upon the net asset value per share at the time of
redemption and the difference should be treated by the shareholder as a capital
gain or loss for federal income tax purposes.
Payment by the Fund will ordinarily be made within three business days after
tender. The Fund may suspend the right of redemption or postpone the date of
payment if: The New York Stock Exchange is closed for other than customary
weekend or holiday closings, or when trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission or when the
Securities and Exchange Commission has determined that an emergency exists,
making disposal of fund securities or valuation of net assets not reasonably
practicable. The Fund intends to make payments in cash, however, the Fund
reserves the right to make payments in kind.
MANAGEMENT OF THE FUND
Shareholders meet annually to elect all members of the Board of Directors,
select an independent auditor, and vote on any other items deemed pertinent by
the incumbent Board. The Directors are in turn responsible for determining that
the Fund operates in accordance with its stated objectives, policies, and in-
vestment restrictions. The Board appoints officers to run the Fund and selects
an Investment Adviser to provide investment advice. In addition, a
-6-
<PAGE>
non-interested Director performs an independent audit whenever requested by the
Board.
CUSTODIAN AND TRANSFER AGENT
The Fund acts as its own custodian and transfer agent. The Fund will contract
with an independent or outside firm to serve as custodian for the Fund's retire-
ment plans.
REPORTS TO SHAREHOLDERS
The Fund sends all shareholders annual reports containing financial
statements and other periodic reports, at least semiannually, containing un-
audited financial statements.
AUDITORS
Mr. John Michaels, Public Accountant, 223 Main Street, Woodbridge,
New Jersey has been selected as the independent accountant and auditor of the
Fund. Mr. John Michaels has no direct or indirect financial interest in the
Fund or the Adviser.
LITIGATION
As of the date of this prospectus, there was no pending or threatened
litigation involving the Fund in any capacity whatsoever.
<PAGE>
MH Elite Portfolio of Funds, Inc. MH Elite Portfolio of Funds, Inc.
1-800-318-7969
Investment Adviser A mutual fund composed of a diversified
MH Investment Management, Inc group of underlying funds for long-term
220 Russel Avenue capital appreciation.
Rahway, New Jersey 07065
TABLE OF CONTENTS
Prospectus
Additional Information 1 February 17, 1998
Fund Expenses 2
The Fund 2
Objectives and Policies 2
Risk and Other Considerations 3
Selection of Underlying Funds 3
Portfolio Turnover Policy 4
Tax Status 4
Investment Restrictions 4
Investment Adviser 5
Capitalization 5
Purchase of Shares and Reinvestments 5
Retirement Plans 6
Pricing of Shares 6
Redemption of Shares 6
Management of the Fund 7
Custodian and Transfer Agent 7
Reports to Shareholders 7
Auditors 7
Litigation 7
<PAGE>
MH Elite Portfolio of Funds, Inc.
220 Russell Avenue
Rahway, NJ 07065
1-800-318-7969
Part B
STATEMENT OF ADDITIONAL INFORMATION
February 17, 1998
This Statement is not a prospectus, but should be read in conjunction with the
Fund's current prospectu dated February 17, 1998. To obtain the Prospectus,
please write the Fund or call either of the telephone numbers that are shown
above.
TABLE OF CONTENTS
The Fund ................................ 2
Objectives & Policies ................... 2
Risk and Other Considerations ........... 2
Selection of Underlying Funds ........... 3
Portfolio Turnover Policy ............... 3
Tax Status .............................. 3
Investment Restrictions ................. 4
Investment Adviser ...................... 4
Officers and Directors of the Fund ...... 5
Capitalization .......................... 6
Purchase of Shares - Reinvestments....... 6
Retirement Plans ........................ 6
Redemption of Shares .................... 7
Pricing of Shares ........................7
Investment Policies and Practices of
Underlying Funds .......................7
Auditor's Report ........................ 8
Statement of Assets & Liabilities ...... 14
Statement of Investments in Securities . 15
Statement of Operations .................16
Statement of Changes in Net Assets ......17
Notes to Financial Statements ...........18
Supplemental Data .......................19
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<PAGE>
THE FUND
MH Elite Portfolio of Funds, Inc. ("the Fund") is an open-end diversified
management investment company that seeks long term capital appreciation through
investment in a diversified group of other open end investment companies which
in turn, invest principally in equity securities. Current income from these
investments will be a subordinate consideration.
OBJECTIVES AND POLICIES
MH Elite Portfolio of Funds, Inc.(the Fund) investment objective is long-term
capital appreciation. The Fund seeks to achieve this objective by investing
in a diversified group of approximately fifteen to fifty underlying funds which
invest primarily in common stock or securities convertible into or exchangeable
for common stock (such as convertible preferred stock, convertible debentures,
or warrants) and which seek long-term capital appreciation with current income
of secondary importance.
Although it invests primarily in shares of underlying funds, for temporary de-
fensive purposes or to accumulate cash for investments or redemptions, the Fund
may hold cash or invest in money market mutual funds or in a variety of short-
term debt securities, including U. S. Treasury bills and other U. S. Government
securities, commercial paper, certificates of deposit, and banker's acceptance.
Cash held for investments or redemptions may not exceed 35% of the Fund's total
assets.
RISK AND OTHER CONSIDERATIONS
There are a number of risks and other considerations which a potential investor
in the Fund should consider. Some of these relate to an investment in a secu-
rity of any kind, other are peculiar to a fund which invests in other funds, and
still others concern certain legal requirements applicable to funds which in-
vest in other funds.
An investment in any security involves a certain amount of risk, and this is
true of an investment in the Fund, too. Although the Fund diversifies its port-
folio by investing in several underlying funds, which tends to minimize risk
somewhat, it does not eliminate risk altogether.
The underlying funds have their own investment objectives, policies, practices,
and techniques, any one or all of which may subject their assets to varying de-
grees of risk.
The Fund is independent from any of the underlying funds in which it invests and
has little voice in or control over the investment practices, policies, or deci-
sions of those funds. If the Fund disagrees with those practices, policies, or
decisions, it may have no choice other than to liquidate its investment in that
fund, which can entail further losses. Also, the investment advisers of the
underlying funds may simultaneously pursue inconsistent or contradictory courses
of action; for example, one fund may be purchasing securities of the same issuer
whose securities are being sold by another underlying fund, with the result that
the Fund would incur indirect expense without any corresponding investment or
economic benefit.
Expenses and tax consequences are other areas in which the Fund differs from
most other funds. An investor who invests directly in a fund may pay certain
transactional expenses (for example, sales commisions or deferred sales
charges), as well as a pro rata share of the fund's operating expenses (such
as management fees, distribution fees, and other expenses). An investor in the
Fund may pay higher expenses than if the underlying shares were owned directly.
-2-
<PAGE>
SELECTION OF UNDERLYING FUNDS
The Investment Adviser exercises broad discretion in choosing which underlying
funds to include in the Fund's portfolio. The primary consideration in the
selection process is that a prospective fund advance the Fund's stated invest-
ment objective of achieving long-term capital appreciation. The Fund will
purchase shares of other open-end funds at their net asset value (NAV) whose
median market capitalization will generally be less than two billion, commonly
referred to as small and/or micro cap funds. The Investment Adviser reviews and
evaluates funds based on their investment style (i.e. value vs. growth), poli-
cies, and past performance. Other criteria considered in making a determination
include the portfolio manager, transaction and operating expenses and fees,
portfolio composition and liquidity, and quality and types of shareholder ser-
vices provided. Refer to the Statement of Additional Information for more in-
formation concerning the investment policies and practices of the underlying
funds.
PORTFOLIO TURNOVER POLICY
The Fund does not propose to purchase securities for short term trading in the
ordinary course of operations. Accordingly, it is expected that the annual
turnover rate will not exceed 50%, wherein turnover is computed by dividing the
lesser of the Fund's total purchases or sales of securities within the period by
the average monthly portfolio value of the Fund during such period. There may
be times when management deems it advisable to substantially alter the composi-
tion of the portfolio, in which event, the portfolio turnover rate might sub-
stantially exceed 50%; this would only result from special circumstances and
not from the Fund's normal operations.
TAX STATUS
Under the provisions of Sub-Chapter M of the Internal Revenue Code of 1954 as
amended, the Fund, intends to pay out substantially all of its investment income
and realized capital gains, and intends to be relieved of federal income tax on
the amounts distributed to shareholders. In order to qualify as a "regulated
investment company" under Sub-Chapter M, at least 90% of the Fund's income must
be derived from dividends, interest, and gains from securities transactions, no
more than 30% of the Fund's profits may be derived from securities held less
than three months, and no more than 50% of the Fund assets may be held in sec-
urity holdings that exceed 5% of the total assets of the Fund at time of pur-
chase.
All income realized by the Fund, including short term capital gains, will be
taxable to the shareholder as ordinary income. Dividends from net income will
be made annually or more frequently at the discretion of the Fund's Board of
Directors. Dividends received shortly after purchase of shares by an investor
will have the effect of reducing the per share net asset value of his shares by
the amount of such dividends or distributions and, although in effect a return
of capital, are subject to federal income taxes.
The Fund is required by federal law to withhold 31% of reportable payments
(which may include dividends, capital gains, distributions and redemptions) paid
to shareholders who have not complied with IRS regulations. In order to avoid
this withholding requirement, you must supply the Fund with your Social Security
or Taxpayer Identification Number, and that you are not currently subject to
back-up withholding, or that you are exempt from back-up withholding.
INVESTMENT RESTRICTIONS
The Fund has adopted certain fundamental investment policies which, together
with the investment objective of the Fund, cannot be changed without the approv-
al by holders of a majority of the outstanding shares. As defined in the 1940
-3-
<PAGE>
Act, this means the lesser of the vote of (a) 67% of the outstanding shares of
the Fund present at a meeting where more than 50% of the outstanding shares of
the Fund. are present in person or by proxy; or (b) more than 50% of the out-
standing shares of the Fund. The Fund has also adopted a number of other in-
vestment policies which are not fundamental and, therefore, may be changed by
the Board of Directors without shareholder approval.
Under its fundamental investment policies, the Fund will invest at least 25% of
its total assets in shares of underlying funds. Through its investment in un-
derlying funds, the Fund may invest more than 25% of its assets in one industry.
The Fund may borrow money from a bank for temporary or emergency purposes, but
only in amounts not exceeding the lesser of 10% of its total assets values at
cost or 5% of its total assets valued at market, and, in any event, only if im-
mediately thereafter there is an asset coverage of at least 300%. The Fund will
not purchase portfolio securities when outstanding borrowings exceed 5% of the
total assets. Interest paid on borrowed funds will decrease the net earnings of
the Fund. The Fund may mortgage, pledge, or hypothecate its assets in an amount
not exceeding 10% of its total assets to secure temporary or emergency bor-
rowing.
INVESTMENT ADVISER
MH Investment Management, Inc. is a New Jersey corporation that acts as an
Investment Adviser to the Fund. Mr. Harvey Merson and Mr. Jeff Holcombe
established the company on October 20, 1997 and are the sole owners, directors
and officers of MH Investment Management, Inc.. Mr. Harvey Merson, portfolio
manager, is primarily responsible for the day to day management of the Funds
portfolio. Mr. Merson is a graduate of Rider College with a Bachelor of Science
degree in Business Administration. He has held NASD series 7 license since
1982, and is registered with the State of New Jersey as a Registered Investment
Adviser. Mr. Merson has been assisting clients with the purchasing, monitoring,
and sale of mutual funds for the last 15 years. Mr. Jeff Holcombe, chief infor-
mation officer, is primarily responsible for the administrative operations of
the fund. Mr. Holcombe is a graduate of Montclair State College with a Bachelor
of Science degree in Business Administration, and Fairleigh Dickinson University
with a Master of Business Administration in Finance. He is currently a senior
system analyst with Bellcore, and has provided computer consulting services for
the last 12 years.
The Investment Adviser furnishes the Fund with investment advice and, in gen-
eral, supervises the management and investment program of the fund. Under the
Investment Advisory Agreement, the Fund has agreed to pay the Investment Adviser
an annual fee, payable monthly, of 1.00% of the Fund's average daily net assets.
Pursuant to its contract with the Fund, the Investment Adviser is required to
render research, statistical and advisory services to the Fund; to make specific
recommendations based on the Fund's investment requirements; and to pay salaries
of the Funds employees who may be officers or directors or employees of the In-
vestment Adviser. Excepting these items, the Fund pays all other fees and ex-
penses incurred in conducting its business affairs. The Investment Adviser has
paid the initial organizational costs of the Fund.
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OFFICERS AND DIRECTORS OF THE FUND
Officers and Directors of the Fund, together with their addresses, and principal
occupations.
Occupation
Name and Address Position Past 5 Years
Harvey Merson* President Independent
220 Russell Avenue. Interested Financial Advisor
Rahway, NJ 07065 Director
Jeff Holcombe* Vice-President Bellcore
8 Guildford Court Interested Senior
Annandale, NJ 08801 Director System Analyst
Vincent Farinaro Non-Interested Converted Paper Co.
112 Brandywine Drive Director President
Florham Park, NJ 07932
Rosa Hudson Non-Interested Restauranteur
317 Smith Manor Blvd. Director Member Board
West Orange, NJ 07052 of New Jersey
Restaurant Association.
Howard Samms Non-Interested Johnson and Johnson
62 Colin Court Director Healthcare Systems
Neshanic Station, NJ 08893 Director of Finance
* Directors of the Fund who are considered "Interested Directors" as defined by
the Investment Company act of 1940. Mr. Merson and Mr. Holcombe are President,
Vice-President, and owners of the Fund's Investment Adviser.
The Fund does not compensate its officers and directors affiliated with the In-
vestment Adviser except as they may benefit through payment of the Advisory fee.
The Fund does not intend to compensate its officers and directors.
* Directors of the Fund who are considered "Interested Directors" as defined by
the Investment Company act of 1940. Mr. Merson and Mr. Holcombe are President,
Vice-President, and owners of the Fund's Investment Adviser.
CAPITALIZATION
The authorized capitalization of the Fund consists of 10,000,000 shares of com-
mon stock of $0.01 par value per share. Each share has equal dividend, dis-
tribution and liquidation rights with no conversion or preemptive rights. All
shares issued are fully paid and non-accessible. Each shareholder has one vote
for each share held. Voting rights are non-cumulative, which means that holders
of a majority of shares can elect all directors of the Fund if they so choose.
PURCHASE OF SHARES - REINVESTMENTS
The offering price of the shares offered by the Fund is at the net asset value
per share next determined after receipt of the purchase order by the Fund and is
computed in the manner described under the caption "PRICING OF SHARES" in this
Prospectus. The Fund reserves the right at its sole discretion to terminate the
offering of its shares made by this Prospectus at any time and to reject pur-
chase applications when, in the judgment of management such termination or re-
jection is in the best interests of the Fund.
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Initial purchase of shares of the Fund may be made only by application submitted
to the Fund. For the convenience of investors, a Share Purchase Application
form is provided with this Prospectus. The minimum initial purchase of shares
is $25,000.00. Less may be accepted under special circumstances. The Fund will
be initially registered in New Jersey and there will be no solicitation of out
of the state (New Jersey) potential shareholders until registration under the
Blue Sky laws of the state of residence have been met. Subsequent purchases may
be made by mail. The minimum amount is $1000, but less may be accepted under
special circumstances.
The Fund will automatically retain and reinvest dividends and capital gains dis-
tributions and use same for the purchase of additional shares for the sharehold-
er at net asset value as of the close of business on the distribution date. A
Shareholder may at any time by letter or forms supplied by the Fund direct the
Fund to pay dividends and/or capital gains distributions, if any, to such share-
holder in cash.
Shares will be issued to three decimal places as purchased from the fund. The
fund will maintain an account for each shareholder of shares for which no certi-
ficates have been issued.
RETIREMENT PLANS
The Fund offers shares in connection with tax-deferred retirement plans. Appli-
cation forms and additional information about these plans, including applicable
fees, are available from the Fund or the Custodian upon request. Before in-
vesting in the Fund through such a plan, an investor should consult a tax ad-
viser. Due to minimum purchase requirements, the retirement plans available are
intended to be used in conjunction with rollovers and transfers from individual
retirement accounts ('IRAs'), and employer sponsored plans (i.e. Section 401K
plans, H-R-10 Plans, 403B, etc.).
REDEMPTION OF SHARES
The Fund will redeem all or any part of the shares of any shareholder who
tenders a request for redemption (if certificates have not been issued) or
certificates with respect to shares for which certificates have been issued.
In either case, proper endorsements guaranteed either by a national bank or a
member firm of the New York Stock Exchange will be required unless the share-
holder is known to management. The redemption price is the net asset value per
share next determined after notice is received by the Fund for redemption of
shares. The proceeds received by the shareholder may be more or less than his
cost of such shares, depending upon the net asset value per share at the time of
redemption and the difference should be treated by the shareholder as a capital
gain or loss for federal income tax purposes.
Payment by the Fund will ordinarily be made within three business days after
tender. The Fund may suspend the right of redemption or postpone the date of
payment if: The New York Stock Exchange is closed for other than customary
weekend or holiday closings, or when trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission or when the
Securities and Exchange Commission has determined that an emergency exists,
making disposal of fund securities or valuation of net assets not reasonably
practicable. The Fund intends to make payments in cash, however, the Fund
reserves the right to make payments in kind.
PRICING OF SHARES
The net asset value per share is determined by calculating the total value of
the Fund's assets, deducting total liabilities, and dividing the result by the
number of shares outstanding. On each day the New York Stock Exchange is open
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for trading, the net asset value is determined as of the close of the Exchange
(normally, 4:00 p.m. New Jersey time).
The Fund's assets consist primarily of shares of the underlying funds, which are
valued at their respective net asset values under the 1940 Act. The underlying
funds value securities in their portfolio for which market quotations are read-
ily available at their current market value (generally the last reported sale
price) and all other securities and assets at fair value pursuant to methods
established in good faith by their boards of directors.
Investment Policies and Practices of Underlying Funds
INVESTMENT POLICIES AND PRACTICES OF UNDERLYING FUNDS
CONVERTIBLE SECURITIES
Certain preferred stocks and debt securities that may be held by an underlying
fund have conversion features allowing the holder to convert securities into
another specified security (usually common stock) of the same issuer at a spe-
cified conversion ratio (e.g., two shares of preferred for one share of common
stock) at some specified future date or period. The market value of convertible
securities generally includes a premium that reflects the conversion right.
That premium may be negligible or substantial. To the extent that any preferred
stock or debt security remains unconverted after the expiration of the conver-
sion period, the market value will fall to the extent represented by that pre-
mium.
FOREIGN INVESTMENTS
The Fund will invest in certain underlying funds which may invest a portion of
their assets in foreign securities. Investing in securities of non-U.S. com-
panies, which are generally denominated in foreign currencies, and utilization
of forward foreign currency exchange contracts and other currency hedging tech-
niques involve certain considerations comprising both opportunity and risk not
typically associated with investing in U. S. dollar-denominated securities.
Risks unique to international investing include: (1) restrictions on foreign
investment and on repatriation of capital; (2) fluctuations in currency exchange
rates; (3) costs of converting foreign currency into U.S. dollars; (4) price
volatility and less liquidity; (5) settlement practices, including delays, which
may differ from those customary in U.S. markets; (6) exposure to political and
economic risks, including the risk of nationalization, expropriation of assets,
and war; (7) possible imposition of foreign taxes and exchange control and cur-
rency restrictions; (8) lack of uniform accounting, auditing, and financial re-
porting standards; (9) less governmental supervision of securities markets,
brokers, and issuers of securities; (10) less financial information available
to investors; (11) difficulty in enforcing legal rights outside the U.S.; and
(12) higher costs, including custodial fees. These risks are often heightened
for investments in emerging or developing countries.
FUTURE CONTRACTS
An underlying fund may enter into futures contracts for the purchase or sale of
debt securities and stock indexes. A futures contract is an agreement between
two parties to buy and sell a security or an index for a set price on a future
date. Futures contracts are traded on designated 'contract markets' which,
through their clearing corporations, guarantee performances of the contracts.
Generally, if market interest rates increase, the value of outstanding debt se-
curities declines ( and vice versa). Entering into a futures contract for the
sale of securities has an effect similar to the actual sale of securities, al-
though sale of the futures contract might be accomplished more easily and
quickly. For example, if a fund holds long-term U.S. Government securities and
it anticipates a rise in long-term interest rates, it could, in lieu of dis-
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posing of its portfolio securities, enter into futures contracts for the sale of
similar long-term securities. If rates increased and the value of the fund's
portfolio securities declined, the value of the fund's futures contracts would
increase, thereby protecting the fund by preventing the net asset value from
declining as much as it otherwise would have. Similarly, entering into futures
contracts for the purchase of securities has an effect similar to the actual
purchase of the underlying securities but permits the continued holding of secu-
rities other than the underlying securities. For example, if the fund expects
long-term interest rates to decline, it might enter into futures contracts for
the purchase of long-term securities so that it could gain rapid market expo-
sure that may offset anticipated increases in the cost of securities it intends
to purchase while continuing to hold higher-yield short-term securities or
waiting for the long-term market to stabilize.
A stock index futures contract may be used to hedge an underlying fund's port-
folio with regard to market risk as distinguished from risk relating to a spe-
cific security. A stock index futures contract does not require the physical
delivery of securities but merely provides for profits and losses resulting from
changes in the market value of the contract to be credited or debited at the
close of each trading day to the respective accounts of the parties to the
contract. On the contract's expiration date, final cash settlement occurs.
Changes in the market value of a particular stock index futures contract reflect
changes in the specified index of equity securities on which the future is
based.
There are several risks in connection with the use of futures contracts. In the
event of an imperfect correlation between the futures contract and the portfolio
position which is intended to be protected, the desired protection may not be
obtained, and the fund may be exposed to risk of loss. Further, unanticipated
changes in interest rates or stock price movements may result in a poorer over-
all performance for the fund than it had not entered into futures contracts on
debt securities or stock indexes.
In addition, the market prices of futures contracts may be affected by certain
factors. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the securities
and futures markets. Second, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market may also cause temporary price distortions.
Finally, positions in the futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
There is no assurance that a liquid secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time.
OPTIONS ON FUTURE CONTRACTS
A fund also may purchase and sell listed put and call options on futures con-
tracts. An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the option period. When an option
on a futures contract is exercised, delivery of the futures position is accom-
panied by cash representing the difference between the current market price of
the futures contract and the exercise price of the option. The fund may pur-
chase put options on futures contracts in lieu of, and for the same purpose as,
a sale of a futures contract. It also may purchase such put options in order to
hedge a long position in the underlying futures contract in the same manner as
it purchases 'protective puts' on securities.
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As with options on securities, the holder of an option may terminate a position
by selling an option of the same series. There is no guarantee that such
closing transactions can be effected. The fund is required to deposit initial
margin and maintenance margin with respect to put and call options on futures
contracts written by it pursuant to brokers' requirements similar to those ap-
plicable to futures contracts described above, and, in addition, net option
premiums received will be included as initial margin deposits.
In addition to the risks which apply to all options transactions, there are sev-
eral special risks relating to options on futures contracts. The ability to
establish and close out positions on such options will be subject to the devel-
opment and maintenance of a liquid secondary market. It is not certain that
this market will develop. Compared to the use of futures contracts, the pur-
chase of options on futures contracts involves less potential risk to the fund,
because the maximum amount at risk is the premium paid for the options (plus
transaction costs). However, there may be circumstances when the use of an
option on a futures contract would result in a loss to the fund when the use of
futures contract would not, such as when there is no movement in the prices of
the underlying securities. Writing an option on a futures contract involves
risks similar to those arising in the sale of futures contracts as described
above.
OPTIONS ACTIVITIES
An underlying fund may write (i.e. sell) listed call options ('calls') if the
calls are 'covered' throughout the life of the option. A call is 'covered' if
the fund owns the optioned securities. When a fund writes a call, it receives
a premium and gives the purchaser the right to buy the underlying security at
any time during the call period (usually not more than nine months in the case
of common stock) at a fixed exercise price regardless of market price changes
during the call period. If the call is exercised, the fund will forgo any gain
from an increase in the market price of the underlying security over the exer-
cised price.
A fund may purchase a call on securities only to effect a 'closing purchase
transaction' which is the purchase of a call covering the same underlying
security and having the same exercise price and expiration date as a call
previously written by the fund on which it wishes to terminate its obligation.
If the fund is unable to effect a closing purchase transaction, it will not be
able to sell the underlying security until the call previously written by the
fund expires ( or until the call is exercised and the fund delivers the under-
lying security).
An underlying fund also may write and purchase put options ('puts'). When a
fund writes a put, it receives a premium and gives the purchaser of the put the
right to sell the underlying security to the fund at the exercise price at any
time during the option period. When a fund purchases a put, it pays a premium
in return for the right to sell the underlying security at the exercise price
at any time during the option period. An underlying fund also may purchase
stock index puts which differ from puts on individual securities in that they
are settled in cash based on the values of the securities in the underlying
index rather than by delivery of the underlying securities. Purchase of a stock
index put is designed to protect against a decline in the value of the portfolio
generally rather than an individual security in the portfolio. If any put is
not exercised or sold, it will become worthless on its expiration date.
A fund's option positions may be closed out only on an exchange which provides a
secondary market for options of the same series, but there can be no assurance
that a liquid secondary market will exist at a given time for any particular
option. In this regard, trading in options on certain securities ( such as U.S.
Government securities) is relatively new so that it is impossible to predict to
what extent liquid markets will develop or continue.
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The underlying fund's custodian, or a securities depository acting for it, gen-
erally acts as escrow agent for the securities on which the fund has written
puts or calls or for other securities acceptable for such escrow, so that no
margin deposit is required of the fund. Until the underlying securities are
released from escrow, they cannot be sold by the fund.
In the event of a shortage of the underlying securities deliverable on exercise
of an option, the Options Clearing Corporation has the authority to permit
other, generally comparable securities to be delivered in fulfillment of option
exercise obligations. If the Options Clearing Corporation exercises its dis-
cretionary authority to allow such other securities to be delivered, it may also
adjust the exercise prices of the affected options by setting different prices
at which otherwise ineligible securities may be delivered. As an alternative to
permitting such substitute deliveries, the Options Clearing Corporation may
impose special exercise settlement procedures.
HEDGING
An underlying fund may employ many of the investment techniques described in
this section not only for investment purposes, but also for hedging purposes.
For example, an underlying fund may purchase or sell put and call options on
common stocks to hedge against movements in individual common stock prices or
purchase and sell stock index futures and related options to hedge against mar-
ketwide movements in common stock prices. Although such hedging techniques gen-
erally tend to minimize the risk of loss that is hedged against, they also may
limit commensurately the potential gain that might have resulted had the hedging
transaction not occurred. Also, the desired protection generally resulting from
hedging transactions may not always be achieved.
JUNK BONDS
Bonds which are rated BB and below by Standard and Poor's and Ba and below by
Moody's (Refer to the section titled 'Description of Commercial Paper and Bond
Ratings' in the Statement of Additional Information for a more detailed expla-
nation of bond ratings.) are commonly known as 'junk bonds'. Investing in junk
bonds involves special risks in addition to the risks associated with invest-
ments in higher rated debt securities. Junk bonds may be regarded as predomi-
nately speculative with respect to the issuer's continuing ability to meet
principle and interest payments.
Junk bonds may be more susceptible to real or perceived adverse economic and
competitive industry conditions than higher grade securities. The prices of
junk bonds have been found to be less sensitive to interest rate changes than
more highly rated investments but more sensitive to adverse economic downturns
or individual corporate developments. A projection of an economic downturn or
of a period of rising interest rates, for example, could cause a decline in junk
bond prices, because the advent of a recession could lessen the ability of a
highly leveraged company to make principal and interest payments on its debt
securities. If the issuer of junk bonds defaults, a fund may incur additional
expenses to seek recovery. In the case of junk bonds structured as zero coupon
or payment-in-kind securities, the market prices of such securities are affected
to a greater extent by interest rate changes and, therefore, tend to be more
volatile than securities which pay interest periodically and in cash.
The secondary markets on which junk bonds are traded may be less liquid than the
market for higher grade securities. Less liquidity in the secondary trading
markets could adversely affect and cause large fluctuations in the daily net
asset value of a fund's shares. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the values and
liquidity of junk bonds, especially in a thinly traded market.
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There may be special tax considerations associated with investing in junk bonds
structured as zero coupon or payment-in-kind securities. A fund records the
interest on these securities as income even though it receives no cash interest
until the security's maturity or payment date. A fund will be required to dis-
tribute all or substantially all such amounts annually and may have to obtain
the cash to do so by selling securities which otherwise continue to be held.
Shareholders will be taxed on these distributions.
The use of credit ratings as the sole method of evaluating junk bonds can in-
volve certain risks. For example, credit ratings evaluate the safety of prin-
ciple and interest payments, not the market value risk of junk bonds. Also,
credit rating agencies may fail to change credit ratings in a timely fashion to
reflect events since the security was last rated.
ILLIQUID AND RESTRICTED SECURITIES
An underlying fund may invest not more than 15% of its net assets in securities
for which there is no readily available market ('illiquid securities') including
securities the disposition of which would be subject to legal restrictions
(so-called 'restricted securities') and repurchase agreements having more than
seven days to maturity. A considerable period of time may elapse between an
underlying fund's decision to dispose of such securities and the time when the
fund is able to dispose of them, during which time the value of the securities
(and therefore the value of the underlying fund's shares held by the Fund) could
decline.
INDUSTRY CONCENTRATION
An underlying fund may concentrate its investment within one industry. Because
the scope of investment alternatives within an industry is limited, the value of
the shares of such an underlying fund may be subject to greater market fluctu-
ation than an investment in a fund which invests in a broader range of secur-
ities.
LEVERAGE THROUGH BORROWING
An underlying fund may borrow up to 25% of the value of its net assets on an
unsecured basis from banks to increase its holders of portfolio securities.
Under the 1940 Act, a fund is required to maintain continuous asset coverage
of 300% with respect to such borrowings and to sell (within three days) suf-
ficient portfolio holders to restore such coverage if it should decline to less
than 300% due to market fluctuations or otherwise, even if disadvantageous from
an investment standpoint. Leveraging will exaggerate the effect of any increase
or decrease in the value of portfolio securities on a fund's net asset value,
and money borrowed will be subject to interest costs ( which may include commit-
ment fees and/or the cost of maintaining minimum average balances) which may or
may not exceed the interest and option premiums received from the securities
purchased with borrowed funds.
LOANS OF PORTFOLIO SECURITIES
An underlying fund may lend its portfolio securities provided that: (1) the loan
is secured continuously by collateral consisting of U.S. Government securities
or cash equivalents maintained on a daily mark-to-market basis in an amount at
least equal to the current market value of the securities loaned; (2) the fund
may at any time call the loan and obtain the return of the securities loaned;
(3) the fund will receive any interest or dividends paid on the loaned securi-
ties; and (4) the aggregate market value of securities loaned will not at any
time exceed one-third of the total assets of the fund. Loans of securities
involve a risk that the borrower may fail to return the securities or may fail
to provide additional collateral.
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MASTER DEMAND NOTES
Although the Fund itself will not do so, underlying funds (particularly money
market mutual funds) may invest up to 100% of their assets in master demand
notes. Master demand notes are unsecured obligations of U.S. corporations
redeemable upon notice that permit investment by a fund of fluctuating amounts
at varying rates of interest pursuant to direct arrangements between the fund
and the issuing corporation. Because they are direct arrangements between the
fund and the issuing corporation, there is no secondary market for the notes.
However, they are redeemable at face value plus accrued interest at any time.
REPURCHASE AGREEMENTS
Underlying funds, particular money market funds, may enter into repurchase
agreements with banks and broker-dealers under which they acquire securities
subject to an agreement with the seller to repurchase the securities at an
agreed upon time and price. These agreements are considered under the 1940
Act to be loans by the purchaser collateralized by the underlying securities.
If the seller should default on its obligation to repurchase the securities,
the underlying fund may experience delay or difficulties in exercising its
rights to realize upon the securities held as collateral and might incur a
loss if the value of the securities should decline.
SHORT SALES
An underlying fund may sell securities short. In a short sale, a fund sells
stock which it does not own, making delivery with securities 'borrowed' from a
broker. The fund is then obligated to replace the security borrowed by pur-
chasing it at the market price at the time of replacement. This price may or
may not be less than the price at which the security was sold by the fund.
Until the security is replaced, the fund is required to pay to the lender any
dividends or interest which accrue during the period of the loan. In order to
borrow the security, the fund may also have to pay a premium which would in-
crease the cost of the security sold. The proceeds of the short sale will be
retained by the broker to the extent necessary to meet margin requirements until
the short position is closed out.
The fund also must deposit in a segregated account an amount of cash or U.S.
Government securities equal to the difference between (a) the market value of
the securities sold short at the time they were sold short and (b) the value of
the collateral deposited with the broker in connection with the short sale (not
including the proceeds from the short sale). While the short position is open,
the fund must maintain daily the segregated account at such a level that (1) the
amount deposited in it plus the amount deposited with the broker as collateral
equals the current market value of the securities sold short and (2) the amount
deposited in it plus the amount deposited with the broker as collateral is not
less that the market value of the securities at the time they were sold short.
Depending upon market conditions, up to 80% of the value of a fund's net assets
may be deposited as collateral for the obligation to replace securities borrowed
to effect short sales and allocated to a segregated account in connection with
short sales.
The fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
fund replaces the borrowed security. The fund will realize a gain if the secu-
rity declines in price between those dates. The amount of any gain will be
decreased and the amount of any loss increased by the amount of any premium,
dividends, or interest the fund may be required to pay in connection with a
short sale.
A short sale is 'against the box' if at all times when the short position is
open the fund owns an equal amount of the securities or securities convertible
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into, or exchangeable without further consideration for, securities of the same
issue as the securities sold short. Such a transaction serves to defer a gain
or loss for federal income tax purposes.
WARRANTS
An underlying fund may invest in warrants, which are options to purchase equity
securities at specific prices valid for a specific period if time. The prices
do not necessarily move parallel to the prices of the underlying securities.
Warrants have no voting rights, receive no dividends, and have no rights with
respect to the assets of the issuer. If a warrant is not exercised within the
specified time period, it will become worthless and the fund will lose the pur-
chase price and the right to purchase the underlying security.
<PAGE>
J. Michaels
Certified Public Accountant
223 Main Street
Woodbridge, NJ 07095
March 13, 1998
To the Shareholders and Board of Directors of MH Elite Portfolio of Funds:
Independent Auditors Report
We have audited the accompanying statement of asssets and liabilities of the
MH Elite Portfolio of Funds as of MArch 13, 1998. This statement of assets and
liabilities is the responsibility of the Fund's Management. Our responsibility
is the express an opinion on this statement of assets and liabilities based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and liabil-
ities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all materails respects, the financial position of MH Elite
Portfolio of Funds as of March 13, 1998, in conformity with generally accepted
accounting principles.
J. Michaels, CPA
J. Michaels, CPA
Woodbridge, New Jersey 07095
<PAGE>
MH Elite Portfolio of Funds
Statement of Assets and Liabilities
February 17, 1998
ASSETS
Cash $100,000.00
===========
LIABILITIES
Net assets (equivalent to $5.00 per share based
on 20,000 shares of capital stock outstanding.
100,000,000 shares authorized, $.01 par value) $100,000.00
===========
COMPOSITION OF NET ASSETS
Shares of common stock $ 100.00
Paid in Capital 99,900.00
----------
Net assets February 17, 1998 $100,000.00
===========
The accompany notes are an integral part of these financial statements.
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MH Elite Portfolio of Funds
Notes to the Statement of Assets and Liabilities
February 17, 1998
NOTE 1 - Organization
The MH Elite Portfolio of Funds (the 'FUND') was organized as a corporation in
New Jersey on October 20, 1998. The Fund had no operations since that date
other than matters relating to its organization and registration as an open-end
diversified management investment company under the Investment Company Act of
1940 and its securities under the Securities Act of 1933, the sale and issuance
of 20,000 shares of common stock ("initial shares") to its initial investor on
Febraury 17, 1998.
NOTE 2 - ORGANIZATION COSTS
Organizational costs will be borne by the Fund's Investment Advisor.
NOTE 3 - REGISTRATION FEES
Registration fees will be borne by the Fund's Investment Advisor.
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FORM N-1A
PART C - OTHER INFORMATION
Contents Page #
1. Financial Statements & Exhibits 1
2. Control Persons 1
3. Number of Shareholders 1
4. Indemnification 1
5. Activities of Investment Adviser 1
6. Principal Underwriters 1
7. Location of Accounts & Records 2
8. Management Services 2
9. Distribution Expenses 2
10. Undertakings 2
11. Auditor's Consent 3
12. Signatures 4
Exhibits
Articles of Incorporation 3 i
By-Laws 3 ii
Investment Advisery Contract 10 i
Reimbursement Agreements - Officers/Directors 10 ii
Opinion of Counsel Concerning Fund Sscurities 99.1
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1. a. Financial Statements - Financial statements are presented in Part B.
Financial Statements will be provided at a later date.
A post-effective amendment containing reasonably current financial statements
which will not be will be filed with the Securities and Exchange
Commission within 4 to 6 months of the effective date of this filing.
b. Exhibits - All exhibits believed to be applicable to this filing include:
(3.i) Articles of Incorporation
(3.ii) By-Laws
(10.1) Investment Advisory Contract
(10.2) Reimbursement Agreements with Officers and/or Directors
(99.1) Opinion of Counsel Concerning Fund Securities
2. Control Persons - Not applicable
3. Number of Shareholders - There are 2 shareholders of the MH Elite
Portfolio of Funds, Inc. as of this filing.
4. Indemnification - Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised
that, in the opinion of the Securities and Exchange Commission, such in-
demnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of ex-
penses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person in con-
nection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whe-
ther such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
5. Activities of Investment Adviser - The MH Investment Management Inc.'s
activity at the present time is performance on its Investment Advisory
Contract currently effective with the MH Elite Portfolio of Funds, Inc.
Mr. Harvey Merson and Mr. Jeff Holcombe are owners, officers and direc-
tors of MH Investment Management, Inc..
6. Principal Underwriter - The Fund acts as its own underwriter.
7. Location of Accounts & Records - All fund records are held at corporate
headquarters - 220 Russell Avenue, Rahway, New Jersey 07065.
8. Not applicable
9. Distribution Expenses - The fund currently bears no distribution expenses.
10. Not applicable
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J. Michaels
Certified Public Accountant
223 Main Street
Woodbridge, NJ 07095
March 13, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
We Consent to the inclusion by reference to the initial Registraion Statement
on Form N-1A of the MH Elite Portfolio of Funds of our report dated March 20,
1998 on our examination of the Statement of Assets of Liabilities on such
Company. We also consent to the reference to our firm in such Initial
Registration Statement.
J. Michaels, CPA
J. Michaels, CPA
Woodbridge, New Jersey 07065
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the MH Elite Portfolio of Funds, Inc. certifies that
it meets all of the requirements for effectiveness of this Registration Statment
and has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Rahway and State of New Jersey, on the 17th day of February 1998.
MH Elite Portfolio of Funds, Inc.
Harvey Merson
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
Harvey Merson President, CEO and Director 2-17-98
Jeff Holcombe Vice-President, CIO and Director 2-17-98
Vincent Farinaro Director 2-17-98
Rosa Hudson Director 2-17-98
Howard Samms Director 2-17-98
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EXHIBIT - 3 i
Filed with the Department of State on October 20, 1997
Lonna R. Hooks
____________________________
Secretary of the State
ARTICLES OF INCORPORATION-FOR PROFIT
OF
MH Elite Portfolio of Funds, INC.
A Business-stock Corporation (N.J.S. 14A:1-1 et seq.)
In compliance with the requirements of the applicable provisions of N.J.S.
14A:1-1 et seq. (relating to corporations and unincorporated associations) the
undersigned, desiring to incorporate a corporation for profit hereby, state(s)
that:
1. The name of the corporation is: MH Elite Portfolio of Funds, Inc.
2. The address of this corporation initial registered office in this State is:
220 Russell Avenue Rahway, New Jersey 07065 Union County
3. The corporation is incorporated under the provisions of the New Jersey
Business Corporation Act.
4. The aggregate number of shares authorized is: 10,000,000.
5. The name and address of the incorporators are:
Harvey Merson 220 Russell Avenue Rahway, NJ 07065
Jeff Holcombe 8 Guildford Court Annandale, NJ 08801
6. The specified effective date is: October 20, 1997.
7. No additional provisions of the articles.
8. The corporation is not a statutory close corporation.
9. The corporation is not a cooperative corporation.
IN TESTIMONY WHEREOF the incorporator has signed these Articles of Incorpora-
tion this 20 day of October 1997.
Harvey Merson
_______________
Signature
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EXHIBIT 3 ii
MH Elite Portfolio of Funds, Inc. BY-LAWS
ARTICLE I - OFFICES
Section I. The principal office of the Corporation shall be in the City of
Rahway, County of Union, State of New Jersey. The Corporation shall also have
offices at such other places as the Board of Directors may from time to time
determine and the business of the Corporation may require.
ARTICLE II - STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled to a stock certificate
representing the shares owned by him. Stock certificates shall be in such form
as may be required by law and as the Board of Directors shall prescribe. Every
stock certificate shall be signed by the President or a Vice President and by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secre-
tary, and sealed with the corporate seal, which may be a facsimile, either en-
graved or printed. Whenever permitted by law, the Board of Directors may au-
thorize the issuance of stock certificates bearing the facsimile signatures of
the officers authorized to sign such certificates.
Section 2. Shares of the capital stock of the Corporation shall be transferable
only on the books of the Corporation by the person in whose name such shares are
registered, or by his duly authorized transfer agent. In case of transfers by
executors, administrators, guardians or other legal representatives, duly au-
thenticated evidence of their authority shall be produced, and may be required
to be deposited and remain with the corporation or its duly authorized transfer
agent. No transfer shall be made unless and until the certificate issued to the
transferor shall be delivered to the Corporation, or its duly authorized trans-
fer agent, properly endorsed.
Section 3. Any person desiring a certificate for shares of the capital stock
of the Corporation to be issued in lieu of one lost or destroyed shall make an
affidavit or affirmation setting forth the loss or destruction of such stock
certificate, and shall advertise such loss or destruction in such manner as the
Board of Directors may require, and shall, if the Board of Directors shall so
require, give the Corporation a bond of indemnity, in such form and with such
security as may be satisfactory to the Board, indemnifying the Corporation a-
gainst any loss that may result upon the issuance of a new stock certificate.
Upon receipt of such affidavit and proof of publication of the advertisement of
such loss or destruction, and the bond, if any, required by the Board of Direct-
ors, a new stock certificate may be issued of the same tenor and for the same
number of shares as the one alleged to have been lost or destroyed.
Section 4. The Corporation shall be entitled to treat the holder of record any
share or shares of its capital stock as the owner thereof, & accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not the Corporation
shall have express or other notice thereof, except as otherwise provided by the
laws of the State of New Jersey
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ARTICLE III - MEETING OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Corporation for the
election of directors and for the transaction of general business shall be held
at the principal office of the Corporation, or at such other place within or
without the State of New Jersey as the Board of Directors may from time to
time prescribe, on the third Tuesday in August at 8:00 PM in each year, unless
that day shall be duly designated as a legal holiday, in which event the annual
meeting of the stockholders shall be held on the first day following which is
not a holiday. The place of the annual meeting of the stockholders of the Corp-
oration shall not be changed within sixty days next before the day on which such
meeting is to be held. A notice of any change in the place of the annual meet-
ing shall be given to each stockholder twenty days before the election is held.
Section 2. Special meetings of the stockholders may be called at any time by
the President, and shall be called at any time by the President, or by the Sec-
retary, upon the written request of a majority of the members of the Board of
Directors, or upon the written request of the holders of a majority of the
shares of the capital stock of the Corporation issued and outstanding and en-
titled to vote at such meeting. Upon receipt of a written request from any per-
son or persons entitled to call a special meeting, which shall state the object
of the meeting, it shall be the duty of the President; or, in his absence, the
Secretary, to call such meeting to be held not less than ten days nor more than
sixty days after the receipt of such request. Special meetings of the stock-
holders shall be held at the principal office of the Corporation, or at such
other place within or without the State of New Jersey as the Board of Direct-
ors may from time to time direct, or at such place within or without the State
of New Jersey as shall be specified in the notice of such meeting.
Section 3. Notice of the time and place of the annual or any special meeting of
the stockholders shall be given to each stockholder entitled to notice of such
meeting at least ten days prior to the date of such meeting. In the case of
special meetings of the stockholders, the notice shall specify the object or ob-
jects of such meeting, and no business shall be transacted at such meeting other
than that mentioned in the call.
Section 4. The Board of Directors may close the stock transfer books of the
corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders, or the date for payment of any dividends, or the date
for the allotment of rights, or the date when any change or conversion or ex-
change of capital stock shall go into effect, or for a period of not exceeding
sixty days in connection with the obtaining of the consent of stockholders for
any purpose; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
sixty days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights of the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend,or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date as aforesaid.
Section 5. At least ten days before every election of directors of the Corpor-
ation, the Secretary shall prepare and file in the office where the election is
to be held a complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the residence of each stockholder
and the number of voting shares held by him, and such list shall at all times,
during the usual hours for business and during the whole time of said election,
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be open to the examination of any stockholder.
Section 6. At all meetings of the stockholders, a quorum shall consist of the
persons representing a majority of the outstanding shares of the capital stock
of the Corporation entitled to vote at such meeting. In the absence of a quorum
no business shall be transacted except that the stockholders present in person
or by proxy and entitled to vote at such meeting shall have power to adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present. At any such adjourned meeting at which a quor-
um shall be present, any business may be transacted which might have been trans-
acted at the meeting on the date specified in the original notice. If a quorum
is present at any meeting the holders of the majority of the shares of the Corp-
oration issued and outstanding and entitled to vote at the meeting who shall be
present in person or by proxy at the meeting shall have power to act upon all
matters properly before the meeting, and shall also have power to adjourn the
meeting to any specific time or times, and no notice of any such adjourned meet-
ing need be given to stockholders absent or otherwise.
Section 7. At all meetings of the stockholders the following order of business
shall be substantially observed, as far as it is consistent with the purpose of
the meeting:
Election of Directors
Ratification of Elections of Auditors
New Business
Section 8. At any meeting of the stockholders of the Corporation every stock
holder having the right to vote shall be entitled in person or by proxy appoint-
ed by an instrument in writing subscribed by such stockholder and bearing a date
not more than three years prior to said meeting unless such instrument provides
for a longer period, to one vote for each share of stock having voting power re-
gistered in his name on the books of the corporation.
ARTICLE IV - DIRECTORS
Section 1. The Board of Directors shall consist of not less than three nor more
than twelve members, who may be any persons, whether or not they hold any shares
of the capital stock of the corporation.
Section 2. The directors shall be elected annually by the stockholders of the
Corporation at their annual meeting, and shall hold office for the term of one
year and until their successors shall be duly elected and shall qualify.
Section 3. The Board of Directors shall have the control and management of the
business of the Corporation, and in addition to the powers and authority by
these by-laws expressly conferred upon them, may, subject to the provisions of
the laws of the State of New Jersey and of the Certificate of Incorporation,
exercise all such powers of the Corporation and do all such acts and things as
are not required by law or by the Certificate of Incorporation to be exercised
or done by the stockholders.
Section 4. If the office of any director becomes or is vacant by reason of
death, resignation, removal, disqualification or otherwise, the remaining di-
rectors may by vote of a majority of said directors choose a successor or suc-
cessors who shall hold office for the unexpired term; provided that vacancies on
the Board of Directors may be so filled only if, after the filling of the same,
at least two-thirds of the directors then holding office would be directors
elected to such office by the stockholders at a meeting or meetings called for
the purpose. In the event that at any time less than a majority of the direct-
ors were so elected promptly as possible and in any event within sixty days for
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the purpose of electing directors to fill any vacancy which has not been filled
by the directors in office. Any other vacancies in the Board of Directors not
filled by the directors may also be filled for an unexpired term by the stock-
holders at a meeting called for that purpose.
Section 5. The Board of Directors shall have power to appoint, and at its dis-
cretion to remove or suspend, any officer, officers, managers, superintendents,
subordinates, assistants, clerks, agents & employees, permanently or temporari-
ly, as the Board may think fit, and to determine their duties and to fix, & from
time to time change, their salaries or emoluments, & to require security in such
instances and in such amounts as it may deem proper. No contract of employment
for services to be rendered to the Corporation shall be of longer duration than
two weeks, unless such contract of employment shall be in writing, signed by the
officers of the Corporation and approved by the Board of Directors.
Section 6. In case of the absence of an officer of the Corporation, or for any
other reason which may seem sufficient to the Board of Directors, the Board may
delegate his powers and duties for the time being to any other officer of the
Corporation or to any director.
Section 7. The Board of Directors may, be resolution or resolutions passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which to the extent
provided in such resolution or resolutions, shall have and may exercise the pow-
ers of the Board of Directors in the management of the business and affairs of
the Corporation, and may have power to authorize the seal of the Corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by resolu-
tion adopted by the Board of Directors. Any such committee shall keep regular
minutes of its proceedings, and shall report the same to the Board when requir-
ed.
Section 8. The Board of Directors may hold their meetings and keep the books of
the Corporation, except the original or duplicate stock ledger, outside of the
State of New Jersey at such place or places as they may from time to time de-
termine.
Section 9. The Board of Directors shall have power to fix, and from time to
time to change the compensation, if any, of the directors of the Corporation.
Section 10. The Board of Directors shall present at each annual meeting of the
shareholders, and, when called for by vote of the stockholders, at any special
meeting of the stockholders, a full and clear statement of the business and con-
condition of the Corporation.
ARTICLE V - DIRECTORS MEETINGS
Section 1. Regular meetings of the Board of Directors shall be held without no-
tice at such times and places as may be free from time to time prescribed by the
Board.
Section 2. Special meetings of the Board of Directors may be called at any time
by the President, and shall be called by the President upon the written request
of a majority of the members of the Board of Directors. Unless notice is waived
by all the members of the Board of Directors, notice of any special meeting
shall be sent to each director at least twenty-four hours prior to the date of
such meeting, and such notice shall state the time, place and object or objects
of such special meeting.
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Section 3. Three member of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting. The act of a majority of the di-
rectors present at any meeting where there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by statue
or by the Certificate of Incorporation or by these by-laws.
Section 4. The order of business at meetings of the Board of Directors shall be
described from time to time by the Board.
ARTICLE VI - OFFICERS AND AGENTS
Section 1. At the first meeting of the Board of Directors after the election of
directors in each year, the Board shall elect a President, a Secretary and a
Treasurer, and may elect or appoint one or more Vice Presidents, Assistant Sec-
retaries, Assistant Treasurers, and such other officers and agents as the Board
may deem necessary and as the business of the Corporation may require.
Section 2. The President and the Chairman of the Board shall be elected from
the membership of the Board of Directors, but other officers need not be members
of the Board of Directors. Any two or more offices may be held by the same per-
son. All officers of the Corporation shall serve for one year and until their
successors shall have been duly elected and shall have qualified; provided, how-
ever, that any officer may be removed at any time, either with or without cause,
by action of the Board of Directors.
Section 3. The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
ARTICLE VII - DUTIES OF OFFICERS
PRESIDENT
Section 1. The President shall be the Chief Executive Officer and head of the
Corporation, and in the recess of the Board of Directors shall have the general
control and management of its business and affairs, subject, however, to the re-
gulations of the Board of Directors. He shall preside at all meetings of the
stockholders and shall be a member exofficio of all standing committees.
Section 2. The President shall call all special or other meetings of the stock-
holders and Board of Directors. In case the President shall at any time neglect
or refuse to call a special meeting of the stockholders when requested so to do
by a majority of the directors, or by the stockholder representing a majority of
the stock of the Corporation, as is elsewhere in these by-laws provided, then
and in such case, such special meeting shall be called by the Secretary, or in
the event of his neglect or refusal to call such meeting, may be called by a ma-
jority of the directors or by the stockholders representing a majority of the
stock of the Corporation, who desire such special meeting, as the case may be,
upon notice as hereinbefore provided. In case the President shall at any time
neglect or refuse to call a special meeting of the Board of Directors when re-
quested to do so by a majority of the Directors, as is elsewhere in these
by-laws provided, then and in such case, such special meeting may be called by
the majority of the directors desiring such special meeting, upon notice as
hereinbefore provided.
VICE PRESIDENTS
Section 3. In case of the absence of the President, the Vice President, or, if
there be more than one Vice President, then the Vice Presidents, according to
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their seniority, shall preside at the meetings of the stockholders of the Corp-
oration. In the event of the absence, resignation, disability or death of the
President, such Vice President shall exercise all the powers and perform all the
duties of the President until the return of the President or until such disabil-
ity shall have been removed or until a new President shall have been elected.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 4. The Secretary shall attend all meetings of the stockholders and
shall record all the proceedings thereof in a book to be kept for that purpose
and he shall record all the proceedings thereof in a book to be kept for that
purpose and he shall be the custodian of the corporate seal of the Corporation.
In the absence of the Secretary, an Assistant Secretary or any other person
appointed or elected by the Board of Directors, as is elsewhere in these by-laws
provided, may exercise the rights and perform the duties of the Secretary.
Section 5. The Assistant Secretary, or, if there be more than one Assistant
Secretary, then the Assistant Secretaries in the order of their seniority shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. Any Assistant Secretary elected by the Board shall
also perform such other duties and exercise such other powers as the Board of
Directors shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 6. The Treasurer shall keep full and correct accounts of the receipts
and expenditures of the Corporation in books belonging to the Corporation, and
shall deposit all moneys and valuable effects in the name and to the credit of
the Corporation and in such depositories as may be designated by the Board of
Directors, and shall, if the Board shall so direct, give bond with sufficient
security and in such amount as may be required by the Board of Directors for the
faithful performance of his duties. He shall disburse funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of Directors at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as the chief fiscal officer of the corporation, and of the
financial condition of the Corporation.
Section 7. The Assistant Treasurer, or if there be more than one Assistant
Treasurer, then the Assistant Treasurers in the order of their seniority, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. Any Assistant Treasurer elected by the Board shall
also perform such duties and exercise such powers as the Board of Directors
shall from time to time prescribe.
ARTICLE VIII - CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such person or persons as the
Board of Directors may from time to time direct.
Section 2. All notes and other similar obligations and acceptances of drafts by
the Corporation shall be signed by such person or persons as the Board of Di-
rectors may from time to time direct.
Section 3. Any officer of the Corporation or any other employee, as the Board of
Directors may from time to time direct, shall have full power to endorse for
deposit all checks and all negotiable paper drawn payable to his or their order
or to the order of the Corporation.
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ARTICLE IX - CORPORATE SEAL
Section 1. The corporate seal of the Corporation shall have inscribed thereon
the name of the Corporation, the year of its organization, and the words Corpor-
ate Seal, New Jersey. Such seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE X - DIVIDENDS
Section 1. Dividends upon the shares of the capital stock of the Corporation
may, subject to the provisions of the Certificate of Incorporation, if any, be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock of the Corporation.
Section 2. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for equalizing dividends, or for re-
pairing or maintaining any property of the Corporation, or for such other pur-
pose as the Board of Directors shall deem to be for the best interests of the
Corporation, and the Board of Directors may abolish any such reserve in the man-
ner in which it was created.
ARTICLE XI - FISCAL YEAR
Section 1. The fiscal year of the Corporation shall begin on January 1 of each
year, and end on December 31 of each year.
ARTICLE XII - NOTICES
Section 1. Whenever under the provisions of these by-laws notice is required to
be given to any director or stockholder, it shall not be construed to mean per-
sonal notice, and such notice may be given in writing, by mail, by depositing
the same in the post office or letter box, in a postpaid sealed wrapper, add-
ressed to such director or stockholder at such address as shall appear on the
books of the Corporation, or, if the address of such director or stockholder
does not appear on the books of the Corporation, to such director or stockholder
at the General Post Office in the City of Rahway, New Jersey and such notice
shall be deemed to be given at the time it shall be so deposited in the post
office or letter box. In the case of directors, such notice may also be given
by telephone, telegraph or cable.
Section 2. Any notice required to be given under these by-laws may be waived in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein.
Section 3. Each director and officer (and his heirs, executors, and adminis-
trators) shall be indemnified by the Corporation against reasonable costs and
expenses incurred by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a director or
officer of the Corporation, except in relation to any action, suits or proceed-
ings in which he has been adjudged liable because of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the con-
duct of his office. In the absence of any adjudication which expressly finds
that the director or officer is so liable or which expressly absolves him of
liability for willful misfeasance, bad faith, gross negligence or reckless dis-
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regard of the duties involved in the conduct of his office, or in the event of a
settlement, each director and officer (and his heirs, executors and administrat-
ors) shall be indemnified by the Corporation against payments made, including
reasonable costs determination by a written opinion of independent counsel.
Amounts paid in settlement shall not exceed costs, fees and expenses which would
have been reasonably incurred if the action, suit or proceeding had been liti-
gated to a conclusion. Such a determination by independent counsel, and the
payments of amounts by the Corporation on the basis thereof shall not prevent a
stockholder from challenging such indemnification by appropriate legal proceed-
ings on the grounds that the person indemnified was liable to the Corporation or
its security holders by reason of the conduct as used herein. The foregoing
provisions shall be exclusive of any other rights of indemnification to which
the officers and directors might otherwise be entitled.
ARTICLE XIII - AMENDEMENTS
Section 1. These by-laws may be amended, altered, repealed or added to at the
annual meeting of the stockholders of the Corporation or of the Board of Direct-
ors, or at any special meeting of the stockholders or of the Board of Directors
called for that purpose, by the affirmative vote of the holders of a majority of
the shares of capital stock of the Corporation then issued and outstanding and
entitled to vote, or by a majority of the Whole Board of Directors, as the case
may be.
ARTICLE XIV - INVESTMENT RESTRICTIONS
The by-laws of the Fund provide the following fundamental investment restric-
tions; the Fund may not, except by approval of a majority of the voting securi-
ties present at a duly called meeting, if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy, or (b) of
more than 50% of the outstanding voting securities, whichever is less:
Under its fundamental investment policies, the Fund will invest at least 25% of
its total assets in shares of underlying funds. Throught its investment in un-
derlying funds, the Fund may invest more than 25% of its assets in one indus-
try. The Fund may borrow money from a bank for temporary or emergency purposes,
but only in amounts not exceeding the lessor of 10% of its total asets values at
cost or 5% of its total assets valued at market, and, in any event, only if im-
mediately thereafter there is an asset coverage of at least 300%. The Fund
will not purchase portfolio securities when outstanding borrowings exceed 5% of
the total assets. Interest paid on borrowed funds will decrrease the net
earnings of the Fund. The Fund may mortgage, pledge, or hypothecate its assets
in an amount not exceeding 10% of its total assets to secure temporary or emer-
gency borrowing.
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Exhibit - 10 i
INVESTMENT ADVISORY CONTRACT
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 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 6 hereof, and on the terms set forth herein, to render invest-
ment advisory services to the Fund, subject to the supervision and direction
of the Board of Directors of the Fund. The Investment Adviser hereby ac-
cepts 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 a compensation for the services to be rendered to the Fund by the Invest-
ment Adviser under the provisions of this Agreement, the Fund shall pay to
the Investment Adviser monthly a fee equal to one-twelfth of one percent per
month, (the equivalent of 1% per annum) of the daily average net assets of
the Fund during the month. The first payment of fee hereunder shall be
prorated on a daily basis from the date this Agreement takes effect.
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 abil-
ity to render the services provided for in this Agreement shall not be im-
paired 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 dir-
ectors, 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 share-
holders of the Investment Adviser may continue as directors, officers, emp-
loyees, 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 compa-
ny, corporation, association, form or individual. The Fund shall bear ex-
penses and salaries necessary and incidental to the conduct of its business,
including but not in limitation of the foregoing, the costs incurred in the
maintenance of its own books, records, and procedures; dealing with its own
shareholders; the payment of dividends; transfers of stock (including issu-
ance & redemption of shares); reports and notices to shareholders; expenses
of annual stockholders; meetings; miscellaneous office expenses; brokerage
commissions; taxes; and custodian, legal, accounting and registration fees.
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
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the conduct of the respective businesses of the parties hereto and in the
performance of this agreement, the Fund & Investment Adviser may share com-
mon facilities and personnel common to each, with appropriate proration of
expenses.
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 misfeas-
ance, bad faith or gross negligence in the performance of duties hereunder,
or by reason of reckless disregard of obligations and duties hereunder.
6. This agreement shall continue in effect until December 31, 1998, and, there-
after, 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 majori-
ty of the Directors who are not parties to such agreement or interested per-
sons 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 agree-
ment, 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 pro-
vided in Paragraph 2 hereof, prorated to the date of termination.
This Agreement shall not be assigned by the Fund without prior written con-
sent thereto of the Investment Adviser. This Agreement shall terminate au-
tomatically 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 17th day of February, 1998.
MH Elite Portfolio of Funds, Inc. . By _____________________________
Harvey Merson , President
Attest: __________________________
Jeff Holcombe, Vice- President
MH Investment Management, Inc. By ____________________________
Harvey Merson, President
Attest: _________________________
Jeff Holcombe, Vice-President
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Exhibit - 10 ii
Reimbursement Agreements
The Fund will reimburse officers and directors not affiliated with the Invest-
ment Adviser to compensate for travel expenses associated with performance of
their duties.
The Fund has no plans to, compensate officers and directors who are affiliated
with the Investment Adviser except indirectly through payment of the management
fee.
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