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CORRESPONDENCE FILING

MH Elite Portfolio of Funds Trust

43 Highlander Drive

Scotch Plains, NJ 07076

800-318-7969

www.mhelite.com

March 7, 2025

Lauren Hamilton

U. S. Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

100 Pearl Street, Suite 20-100

New York, NY 10004-2616

RE:  MH Elite Portfolio of Funds Trust

To: Lauren Hamilton

This correspondence responds to the oral comments MH Elite Portfolio of Fund Trust received from Lauren Hamilton of the U.S. Securities and Exchange Commission on September 4, 2024, December 12, 2024 and December 19, 2024.

Responses to comments from September 4, 2024

Comment: The 2024 485BPOS was filed on April 30, 2024. Why was there a one day delay?  Were there investments received on April 30, 2024?

Response: We did not consider 2024 is a leap year and instead filed at the end of April.  There were no investments received on April 30, 2024.

Comment: The MH Elite Small Cap Fund of Funds Schedule of Investments for June 30, 2024 lists Oberweis Micro Cap as a holding without listing the share class.

Response: We reviewed  the Fund class identifiers on the Schedule of Investments for all of our Funds, and all are disclosed appropriately except one.

Schedule of Investments for MH Elite Income Fund of Funds has one fund, T. Rowe Price Capital Appreciation & Income with a missing class identifier. The correct entry should have been reported as T. Rowe Price Capital Appreciation & Income Class I. The Fund is listed correctly on our website under portfolio holdings for MH Elite Income Fund of Funds and will be corrected on future filings.

1

MH Elite Portfolio of Funds Trust

43 Highlander Drive

Scotch Plains, NJ 07076

800-318-7969

www.mhelite.com

The tables below list the funds from the Schedule of Investments with no specific class identifier. It shows how each fund is reported by Morningstar, Huntington National Bank, our custodian, and the Fund’s website.

MH Elite Small Cap Fund of Funds

Ticker

 Morningstar

 Huntington National Bank

 Fund Site

FDSCX

 Fidelity Stock Selector Small Cap

 Fidelity Small Cap Independence Fund

 Fidelity Stock Selector Small Cap

OBMCX

 Oberweis Micro-Cap

 Oberweis Micro Cap Portfolio

 Oberweis Micro Cap Fund Investor Class

PVIVX

 Paradigm Micro-Cap

 Paradigm Micro Cap Fund

 Paradigm Micro Cap Fund

SFSNX

 Schwab Fundamental US Small Company Index

 Schwab Fund US Sm Co Inx-Ins

 Schwab Fundamental U. S. Small Company Index Class I

MH Elite Fund of Funds

Ticker

 Morningstar

 Huntington National Bank

 Fund Site

PRDGX

 T.Rowe Price Dividend Growth

 T.Rowe Price Dividend Growth Fund

 T.Rowe Price Dividend Growth

FGRTX

 Fidelity Mega Cap Stock

 Fidelity Mega Cap Stock Fund

 Fidelity Mega Cap Stock

PRWAX

 T.Rowe Price All-Cap Opportunities Fund

 T.Rowe Price New America Growth

 T.Rowe Price All-Cap Opportunities

HCMAX

 Hillman Value No Load

 Clarkston Partners Fund Hillman Value Fund

 Hillman Value No Load

FSHOX

 Fidelity Select Construction & Housing

 Fidelity Select Construction And Housing Portfolio

 Fidelity Select Construction and Housing Portfolio

FSLBX

 Fidelity Select Brokerage & Inv Mgmt

 Fidelity Select Brokerage And Investment Management Portfolio

 Fidelity Select Brokerage and Investment Management Portfolio

MH Elite Select Portfolio of Funds

Ticker

 Morningstar

 Huntington National Bank

 Fund Site

DRESX

 Driehaus Emerging Markets Small Cap Gr

 Driehaus Emerging Markets S/C Growth Fund

 Driehaus Emerging Markets Small Cap Growth

FISMX

 Fidelity International Small Cap

 Fidelity International Small Cap Fund

 Fidelity International Small Cap

SFNNX

 Schwab Fundamental Intl Equity Index Fund

 Schwab Fundamental International Large Cap Fund

 Schwab Fundamental International Equity Index

2

MH Elite Portfolio of Funds Trust

43 Highlander Drive

Scotch Plains, NJ 07076

800-318-7969

www.mhelite.com

MH Elite Income Fund of Funds

Ticker

 Morningstar

 Huntington National Bank

 Fund Site

FMSDX

 Fidelity Multi-Asset Income

 Fidelity Fidelity Multi-Asset Income

 Fidelity Multi-Asset Income

PRCHX

 T.Rowe Price Capital Appreciation And Income I

 T.Rowe Price Capital Appreciation and Income Fund; Class I shares

 T.Rowe Price Capital Appreciation and Income Fund Class I

FFRHX

 Fidelity Floating Rate High Income

 Fidelity Floating Rate High Income Fund

 Fidelity Floating Rate High Income

USIBX

 Victory Core Plus Intermediate Bond Fund

 USAA Intermediate-Term Bond Fund - RTL

 Victory Core Plus Intermediate Bond

FSUTX

 Fidelity Select Utilities

 Fidelity Select Utilities Growth Fund

 Fidelity Select Utilities Portfolio

In the case of Oberweis Micro-Cap we chose to use the fund name as reported by Morningstar. As Morningstar is most widely recognized as a source for mutual fund research we elected, for consistency, to match the fund name with Morningstar reports.  We will report Investor Class on our website and include on future filings in line with SEC guidelines.

Comment: The prospectus states ‘Whenever possible, the Fund will invest in institutional or advisor shares to help reduce the costs associated with investing in underlying funds’.

MH Elite Fund of Funds portfolio includes Touchstone Large Cap Focused Class Y.  Institutional shares with lower fees are available for Touchstone Large Cap Focused fund.  Why did the fund not invest in the institutional shares?

MH Elite Select Portfolio of Funds portfolio includes Seafarer Overseas Growth and Income Advisor class.  Institutional shares with lower fees are available for Seafarer Overseas Growth and Income fund.  Why did the fund not invest in the institutional shares?

MH Elite Income Fund of Funds portfolio includes Franklin Convertible Securities Advisor class.  R6 shares with lower fees are available for Franklin Convertible Securities fund.  Why did the fund not invest in the R6 shares?

Response: The main reason for not always being able to purchase the lowest fee class of an underlying fund is that not all share classes are always available to purchase on the fund platform available with our custodian Huntington National Bank. Huntington National Bank uses a specific platform with Fidelity Investments. When purchasing a fund, we look at the amount we will be investing (share classes have different minimums to qualify for a specific share class) and then which share classes are available on the platform with Huntington National Bank.

3

MH Elite Portfolio of Funds Trust

43 Highlander Drive

Scotch Plains, NJ 07076

800-318-7969

www.mhelite.com

In the case of Touchstone Large Cap Focused, the “Y” share class, at the time we purchased, was the lowest fee class available with Huntington National Bank.  The management fee for “Y” and “I” share classes was .54%. The adjusted expense ratio for “Y” shares is reported at 0.74% while the adjusted expense ratio for “I” shares is listed at 0.71%. We purchased the lowest share class available to us at that time. The fund position was liquidated in May 2024.

The situation is the same for Seafarer Overseas Growth and Income. At the time of purchase the lowest fee share class available to us was the Investor Class. Class I and Investor class each have a management fee of 0.73%. Gross expense ratio for Class I is a little lower at 0.86% vs. 0.96%., not a significant difference to sway our decision when we made the purchase. The Fund was liquidated in May 2024.

The minimum purchase amount for Class R6 of Franklin Convertible Securities is one million dollars. As we were only purchasing $500,000 the lowest fee available were the Advisor Class shares.

It should be noted that we have been able to invest in institutional share classes even though we were not investing enough to qualify for institutional shares.  In particular, in MH Elite Income Fund of Funds, we were able to purchase a few Pimco Funds that have a one million minimum purchase requirement but were available to purchase on the platform used by Huntington National Bank  for amounts below the reported threshold.

Comment: Explain if there were waivers or amendments to the Code of Ethics?

Response: There were no waivers or amendments to the Code of Ethics.

Comment: N-CSR filings are required to list exhibits.

Response: The recent NCSR filing contained two exhibits not listed on Item 13. We will ensure future filings list all exhibits.

Comment: N-CSR filings are required to answer Items 4I and 4J.

Response: Item 4i is not applicable because the registered public accounting firm does not have a branch or office in a foreign jurisdiction.

Item 4j is not applicable because MH Elite Fund of Funds Trust is not a foreign issuer.

Future filings will include responses to items 4i and 4j.

Comment: When searching for ‘MH Elite Small Cap Fund of Funds’, a uniform resource locator (URL) to an address to a mhelite.com web page with outdated information is returned.

Response.  The outdated web page was removed and a search for ‘MH Elite Small Cap Fund of Funds’ will return a URL to an address to the mhelite.com home page.

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MH Elite Portfolio of Funds Trust

43 Highlander Drive

Scotch Plains, NJ 07076

800-318-7969

www.mhelite.com

Responses to comments from December 12, 2024 and December 19, 2024

Comment: Include a disclosure the Fund will include the class identifier in the portfolio holdings where appropriate as per Rule S-X 12-12.

Response.  The Fund will ensure the class identifiers are included in the portfolio holdings on all reports and web site as appropriate per Rule S-X 12-12

Comment: The prospectus states ‘Whenever possible, the Fund will invest in institutional or advisor shares to help reduce the costs associated with investing in underlying funds’.   This was a comment from September 4, 2024, and additional funds were identified where shares are available with a lower fee.   Include the initial purchase amount and date of purchase in the response.

MH Elite Fund of Funds portfolio includes Columbia Dividend Income Class I2.  Class I3  shares with lower fees are available for Columbia Dividend Income fund.  Why did the fund not invest in the I3 shares?

MH Elite Fund of Funds portfolio includes Putnam Large Cap Value Class Y.  Class R6 shares with lower fees are available for Putnam Large Cap Value fund.  Why did the fund not invest in the R6 shares?

MH Elite Select Portfolio of Funds portfolio includes Goldman Sachs GQG Partners International Opportunities  Investor Class. Class R6 shares with lower fees are available for Goldman Sachs GQG Partners International Opportunities.  Why did the fund not invest in the R6 shares?

Response:  The Fund purchased the class shares with the lowest fees that were available on the Huntington National  Bank platform (our custodian).  The initial purchases and amounts for the six funds identified are:

The minimum purchase amount for class I3 of Columbia Dividend Income (CDDRX) is one million dollars. As we were only purchasing $600,000, the I2 shares were the lowest fee class available. The initial investment was $600,000 on 10/18/2019.

At the time of purchase, the lowest fee share class available to us was the Y shares of Putnam Large Cap Value (PEIYX). R6 share class was not available to purchase on the Huntington National Bank platform. The initial investment was $600,000 on 8/4/2022.

The minimum purchase amount for class R6 of Goldman Sachs GQG Partners International Opportunities is $5,000,000 dollars. As we were only purchasing $500,000, the Investor Class shares were the lowest fee class available. The initial investment was $500,000 on 5/21/2024.

Funds identified in the September 4, 2024 comments:

The initial investment in Touchstone Large Cap Focused was $1,000,000 on 5/26/2023.

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MH Elite Portfolio of Funds Trust

43 Highlander Drive

Scotch Plains, NJ 07076

800-318-7969

www.mhelite.com

The initial investment in Seafarer Overseas Growth and Income was $300,000 on 12/16/2022.

The initial investment in Franklin Convertible Securities was $500,000 on 9/29/2023.

Comment: The Fund’s response from the September 4, 2024 comments described not all share classes are available on the Huntington National bank platform.  Was the Fund’s Board aware not all share classes are available when the decision was made to use Huntington National Bank as a custodian. What due diligence was performed when choosing Huntington National Bank.

Response: In 2010 we were notified by our trustee of our retirement plans, Principal Trust, that there will be a significant increase in annual maintenance fees. Our auditors, Sanville and Co., recommended we consider using Mutual Shareholder Services (MSS) to act as our transfer agent and, in turn, MSS referred us to Huntington National Bank as a possible alternative trustee for our retirement accounts. This was first presented to the Board at a meeting held on June 1, 2010.

MH Elite Portfolio of Funds entered into an agreement with Mutual Shareholder Services to act as our transfer agent and a custody agreement with Huntington National Bank in November 2010. Final agreements were included as part of the Board Meeting agenda held on November 16, 2010.

We are not aware of any platform that provides all share classes for all funds. This was also the case with former custodians TD Ameritrade and Shareholders Service Group. It is our understanding that each custodian has their own agreements with funds as to which share classes would be available on their respective platforms. As having access to all share classes of a fund is not an option with any custodial platform we are aware of, not having access to all share classes on the Huntington platform was considered not a material issue with the Board and the Fund. Appendix C contains the Board meeting minutes for June 1, 2010 and Appendix D contains the Board meeting minutes for November 16, 2010.  The paragraphs discussing the custodian agreement with Huntington National Bank in the Board meeting minutes are in ‘BOLD’ type.

Approvals of the custody agreement Huntington National Bank is included in Appendix A and with Mutual Shareholder Services, LLC is included in Appendix B.

Comment: Explain how the registrant is adhering to Section 12(d)(1) of the Investment Company Act of 1940.

Response: In 2007 the Fund formalized the guidelines to ensure compliance with Section 12(d)(1).  Appendix E contains the guidelines and Appendix F contains a listing of the unaffiliated registered investment companies owned and the percentage of shares outstanding of those unaffiliated registered investment companies owned by MH Elite.

/s/Jeff Holcombe

Jeff Holcombe

Vice President

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Appendix E

MH Elite Portfolio of Funds Trust

GUIDELINES FOR FUNDS' INVESTMENT IN

UNAFFILIATED REGISTERED INVESTMENT COMPANIES

It is the responsibility of the Funds' portfolio manager(s) to comply with Section

12(d)(1)(F) of the Act which provides an exemption from Section 12(d)(1) of the Investment Company Act of 1940. Under 12(d)(1)(F) of the Investment Company Act of 1940, a registered investment company can invest all of its assets in other registered investment companies if the acquiring fund acquires no more than 3 percent of the acquired fund's outstanding stock and the sales load is no more than 1.5 percent.

Shares of each of the funds, acquiring funds, offered for sale by MH Elite Portfolio of Funds Trust are to be sold on a no-load basis and all acquired funds, unaffiliated funds, are to be purchased at their net asset value. Acquired funds will include those funds that are classified as no-load funds and/or load funds that can be purchased with a load waiver. Furthermore, acquired funds cannot have a 12B-1 plan in force with a charge in excess of .25%.

Account balances of acquired funds are to be monitored on a monthly basis.

In the event an investment in any acquired fund exceeds 3% of the acquire