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                                         Kathleen H Moriarty

                                         Partner

1270 Avenue of the Americas

                                            30th Floor

                                            New York, New York 10020-1708

                                            T 212.655.6000

                                            D 212.655.2548

                                            moriarty@chapman.com

February 20, 2020

VIA EDGAR CORRESPONDENCE

Mr. Edward P. Bartz, Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549-0102

RE: Syntax ETF Trust – SEC File Nos. 333-215607 and
811-23227 (the “Registrant”)

Dear Mr. Bartz:

On
behalf of the Registrant, we are filing this letter to respond in writing to the Staff’s comments received orally on January
21, 2020 regarding the post-effective amendment to the Registrant’s Registration Statement on Form N-1A (the “Amendment”)
(Accession Number: 0001104659-19-069827) filed under Rule 485(a)(2) of the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, with the Securities and Exchange Commission (the “Commission”) on December 4, 2019,
to register a new series of the Registrant designated as Syntax Stratified U.S. Equities ETF (the “Fund”). The
Staff’s comments on the Amendment and the Registrant’s responses thereto are set forth below.

Prospectus

1.
Comment: Please provide a new opinion and consent of counsel regarding the legality of the Fund’s securities being
registered as an exhibit to the Amendment.

Response:
The Registrant confirms it will provide a new opinion and consent of counsel as an exhibit to the Amendment.

 Objective

2.
Comment: The Staff notes that the “Objective” section mentions investing in “ETFs”, please
add the defined term for “ETFs”.

Response:
The Registrant has supplemented the disclosure consistent with the Staff’s comment.

Fees And Expenses
Of The Fund

3.
Comment: Please file a copy of the Expense Limitation Agreement as an Exhibit to the Amendment.

Response:
The Registrant confirms it will file the Amended Expense Limitation and Reimbursement Agreement as an exhibit to the Amendment.

4.
Comment: Please provide a completed fee table and expense example by email or by supplemental EDGAR correspondence to
the Staff in advance of filing the next response letter.

Response:
The Registrant confirms that it has responded supplementally to Staff’s comment by providing a completed fee table and expense
example by email.

5.
Comment: The Staff believes that footnote 3 to the fee table is confusing. Please explain the following by email or
by supplemental EDGAR correspondence to the Staff in advance of filing the next response letter.

(i) Will the “Acquired Fund
Fees and Expenses” (AFFE) be included in the fee waiver agreement?

(ii) Who exactly will waive
the AFFE? Is it really a waiver of the AFFE or will the top tier fund Advisor waive its management fee equal to the
underlying funds fees, or is it really a waiver of the Advisors at the Underlying Funds level?

(iii) Please provide numerical example
of the fee waiver and how it will be shown in the fee table.

(iv) Please add a sentence clarifying
how a Shareholder will know if the fee waiver has been terminated.

Response:
The Registrant confirms that it has responded supplementally to Staff’s comments and questions 5.(i)- 5.(iv) by email.

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Principal Strategy
of the Fund

4.
Comment: “Principal Strategy of the Fund” section:

a. The first line of the section
mentions “Stratified Weight” exposure. In this summary section, please add a brief explanation of what “stratified
weight” and “stratified methodology” are. Please keep it concise and in Plain English here; maybe 3-4 sentences.
If we would like to add more detail of the stratified methodology or stratified weight exposure, it can be added in the full prospectus
not the summary section.

The registrant has
made changes consistent with the Staff’s comment, as follows:

Syntax’s
Stratified Weight™ approach is designed to correct for business risk concentrations that regularly occur in cap-weighted
indices and equal-weighted indices. Cap weighting can cause an investor’s ownership to accumulate in the largest,
most momentum-driven companies and industries, while equal weighting can cause an investor’s ownership to accumulate in the
industries that have the most company representatives in the index. Instead of concentrating in the largest companies or the most
represented industries, Syntax diversifies (or stratifies) index weight across a fixed number of business risk groups in a manner
designed to provide a diversified exposure to of all the business opportunities of a benchmark. The methodology by which Syntax
diversifies weight across these fixed groups is called Stratified Weight.

b. Add a
short description of each underlying fund and what they represent.

The registrant has made changes
consistent with the Staff’s comment as follows:

The targeted Underlying Funds
will comprise the Syntax® Stratified LargeCap ETF, the Syntax® Stratified MidCap ETF, and the Syntax® Stratified SmallCap
ETF, or portfolios of securities that hold comparable securities in comparable classes in a Stratified Weight methodology.

The Syntax® Stratified
LargeCap ETF (ticker: SSPY) reweights the constituents of the S&P 500® and seeks to track, before fees and expenses, the
total return performance of the Syntax Stratified LargeCap Index. The fund utilizes Syntax's Stratified Weight™ methodology
to spread exposure more evenly across the business risks in the S&P 500. Its goal is to deliver a return that is representative
of all the business opportunities in the reference index. By doing this, SSPY addresses the related business risk concentrations
that occur in capitalization-weighted indices.

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The Syntax® Stratified
MidCap ETF (ticker: SMDY) reweights the constituents of the S&P MidCap 400® and seeks to track, before fees and expenses,
the total return performance of the Syntax Stratified MidCap Index. The fund utilizes Syntax's Stratified Weight™ methodology
to spread exposure more evenly across the business risks in the S&P 400. Its goal is to deliver a return that is representative
of all the business opportunities in the reference index. By doing this, SMDY addresses the related business risk concentrations
that occur in capitalization-weighted indices.

The Syntax® Stratified
SmallCap ETF (ticker: SSLY) reweights the constituents of the S&P SmallCap 600® and seeks to track, before fees and expenses,
the total return performance of the Syntax Stratified SmallCap Index. The fund utilizes Syntax's Stratified Weight™ methodology
to spread exposure more evenly across the business risks in the S&P 600. Its goal is to deliver a return that is representative
of all the business opportunities in the reference index. By doing this, SSLY addresses the related business risk concentrations
that occur in capitalization-weighted indices.

The Fund, at the manager’s
discretion, may from time to time own securities that are not included in the S&P Composite 1500 Index and may hold the securities
that are not in a stratified weight exposure if the manager deems it in the interest of the Fund.

c. Please
correct the name of the S&P 600 to its proper name throughout.

The registrant confirms that
it has corrected the name.

d. Please
disclose in this Strategy Section what the Fund will concentrate in.

The registrant seeks diversification
across sectors rather than concentration in the Fund, and has made changes consistent with this approach in the strategy section,
as follows:

The Indices for each of the
Underlying Funds rebalance quarterly, on the third Friday of each quarter-ending month, and will include components allocated across
eight industry sectors: consumer, energy, financials, food, healthcare, industrials, information, and information tools. The Fund
will allocate across the Underlying Funds.

	e. Per 35d-1 “Names Rule” –
 “U.S. Equities” is used in the name of the Fund, 	therefore need to add a policy stating at least 80% investment
in U.S. Equities.

Response:
The registrant has made changes consistent with the Staff’s comment, as follows:

The Fund has changed its name to the Syntax Stratified
U.S. Total Market ETF. The Fund has a policy that under normal circumstances, it will invest at least 80% of its holdings in
companies that represent U.S. total market exposure as per the investment objective.

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5.
Comment: “Principal Risks of Investing in the Fund” section:

a. Consider if a concentration
risk is a Principal risk of the Fund and if so, please 	add appropriate risk disclosure.

The Registrant respectfully submits, as noted in
the response to 4d) above, that the Fund, through the Underlying Funds and their reference indices, will seek to mitigate concentration
risk by allocating across sectors, and the Registrant respectfully does not believe a principal risk related to concentration is
necessary.

b. Please revise the heading of the
section “Passive Strategy/Index Risk”: The Fund is actively managed, so this heading might be misleading. Please make
it clear that the “passive strategy/index risk” here is a risk of the underlying passive funds. Can simply re-title
this section “Passive Strategy/Index Risk of the Underlying Funds”.

The Registrant has made changes
consistent with the Staff’s comment.

c. Please also note that the Fund
will concentrate to the extent the underlying funds concentrate.

The Registrant respectfully submits, as noted in
the responses to 4d) and 5a) above, that the Underlying Funds will seek diversification by mitigating concentration, and as such,
respectfully does not believe that a principal risk regarding concentration in the Underlying Funds is necessary.

d. Please add an active management
risk stating that the Fund may underperform the S&P 1500.

Response:
The Registrant has made changes consistent with the Staff’s comment, as follows:

Active Management
Risk: The Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these
strategies and processes will be successful and the Fund may underperform the S&P 1500.

6.
Comment: “Additional Strategies Information”: The first line of this section refers back to the Fund
Summary discussion. This section needs the “full blown” detailed strategy section included; add Principal Investment
strategies and descriptions of the Funds and the securities in which they may invest, as described Item 9(b)(1) of Form N-1A.

Response:
The registrant has made changes consistent with the Staff’s comment.

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7.
Comment: “Additional Risk Information”: This section needs to contain all the same the principal risk factors
presented in the summary prospectus section explained in and included in fuller detail in this section. See Item 4(b)(1)(i) of
Form N-1A re summary prospectus section.

Response:
The Registrant so confirms.

8.
Comment: “Index/Trademark Licenses and Disclaimer” section:

Please file copies of all License Agreements
as Exhibits to the Registration Statement.

Response:
The Registrant so confirms.

Statement of Additional Information:

9.
Comment: “Investment Restrictions” section:

In number 10, please clarify the “Fund’s
underlying index” that is mentioned here – is it the S&P 1500?

Response:
The Registrant has modified the language as follows: “…as necessary in the period between seeding
and the first rebalance, and/or to approximate the composition of the Fund’s referent indices for the Underlying Funds in
aggregate—the Syntax Stratified LargeCap, Syntax Stratified MidCap ETF, and the Syntax Stratified SmallCap ETF …”

10.
Comment: “Creation and Redemption Transaction Fees” section:

Please state that the total fees will not
exceed 2% of the transaction cost.

Response:
The registrant has made changes consistent with the Staff’s comment.

    Very truly yours,

    /s/Kathleen
    H. Moriarty

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