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  December 28, 2022

Via EDGAR

Mr. Jay Williamson, Branch Chief

Mr. David Manion, Senior Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

Washington, D.C. 20549

Re:        BCM
Funds (the “Trust”)

File Nos. 333-267898;
811-23833

Dear Messrs. Williamson & Manion:

Kindly accept this letter
in response to our firm’s telephone conversations with Mr. Williamson on December 27, 2022, and Mr. Manion on December 22, 2022,
wherein you have each provided further comments to the above-referenced Registrant’s N-1A filing with the Securities and Exchange
Commission (“SEC”) on October 17, 2022, and its subsequent Pre-Effective Amendment #1 filed on December 20, 2022, with respect
to the BCM Focus Small/Micro-Cap Fund (the “Fund”). Your comments and the responses provided by the Registrant are set forth
below.

Agreement and Declaration of Trust

Staff Comment #1:
We note that the certain provisions of the Registrant’s Agreement and Declaration of Trust relating to derivative actions found
in Article V, Section 6 and Exclusive Forums found in Article IX, Section 11 run contrary to certain of the Commission’s policies.
Accordingly, revise the Declaration of Trust to explicitly carve out these provisions without regard to claims arising under the Federal
securities law

Response: The
Registrant has added to its Agreement and Declaration of Trust at the end of Article V, Section 6 the sentence “This Section 6 will
not apply to claims brought under the federal securities laws.” and at the end of Article IX, Section 11 the sentence “This
Section 11 will not apply to claims brought under the federal securities laws.”

Prospectus & Statement of Additional Information:

Staff Comment
#2: Disclose in the appropriate location of the Prospectus and SAI the provisions in the Registrant’s Agreement and Declaration
of Trust relating to Shareholders’ rights to bring derivative actions and the exclusive forums where actions may be litigated.

Response: The
Registrant has included the disclosure set forth below in the section of the Prospectus entitled “Certain Conditions on Certain
Shareholder Legal Actions”

  Mr. Jay Williamson, Branch Chief
  DRAFT

  Mr. David Manion, SEC Accountant

  December 28, 2022

  Page - 2 –

Pursuant to the Trust’s primary governing
document, the Agreement and Declaration of Trust, shareholders wishing to pursue a derivative action (a suit brought by a shareholder
on behalf of a fund) are subject to various conditions including: (i) Trustees must have a reasonable amount of time to assess a request
for action, (ii) at least 10% of shareholders must participate in the action, (iii) expenses of a failed action are borne by the complaining
shareholders. However, these provisions do not apply to actions brought under federal securities laws. In addition, all shareholder legal
complaints must be brought in courts of the State of Delaware sitting in Kent County and the United States District Court for the District
of Delaware, which may be inconvenient for some shareholders. However, these provisions also do not apply to actions brought under federal
securities laws.

Additionally, the
Registrant has included the disclosure set forth below in the section of Statement of Additional Information entitled “General Description
of the Trust and the Funds”.

The Trust’s Amended and Restated Declaration
of Trust (the “Declaration”) provides that by virtue of becoming a shareholder of the Trust, each shareholder is bound by
the provisions of the Declaration. The Declaration provides a detailed process for the bringing of derivative actions by shareholders.
Prior to bringing a derivative action, a written demand by the complaining shareholder must first be made on the Trustees. The Declaration
details conditions that must be met with respect to the demand, including that such demand shall be executed by or on behalf of no less
than three complaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series
or Class, none of which shall be related to (by blood or by marriage) or otherwise affiliated with any other complaining Shareholder (other
than as Shareholders of the Trust). However, these provisions do not apply to actions brought under federal securities laws.

Additionally, the Declaration provides that
unless the Trust consents in writing to the selection of an alternative forum, the courts of the State of Delaware sitting in Kent County
and the United States District Court for the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive
forums, for (i) any action against the Trust, its Trustees or officers, its investment adviser or manager, or its transfer, shareholder
servicing or similar agent related to, arising out of or concerning the Trust, its business or its operations (ii) any derivative action
or proceeding brought on behalf of the Trust, (iii) any action asserting a claim of breach of any duty owed by any Trustee or officer
or other employee of the Trust to the Trust or to the shareholders of the Trust, including, for purposes of this Article IX, record and
beneficial owners, (iv) any action asserting a claim against the Trust or any Trustee or officer or other employee of the Trust arising
pursuant to any provision of Delaware Statutory Trust Act, the Declaration of Trust or these By-Laws, or (v) any action to interpret,
apply, enforce or determine the validity of the Declaration of Trust or these By-Laws (collectively, “Covered Actions”). However,
these provisions do not apply to actions brought under federal securities laws.

The Registrant does not believe that the derivative
demand procedures in Article V, Section 6, of the Fund’s Agreement and Declaration of Trust or the exclusive forum provision in
Article IX of the Fund’s Agreement and Declaration of Trust give rise to risks that are required to be disclosed as “principal
risk factors associated with investment in the Registrant” pursuant to Item 4(b)(a) of Form N-1A. These types of provisions are
commonplace in governing documents of both investment companies and operating companies.

Telephone (856) 374-1744 ·
Facsimile (866) 272-8505 · www.RopkaLaw.com

Mr. Jay Williamson, Branch Chief
  DRAFT

  Mr. David Manion, SEC Accountant

  December 28, 2022

  Page - 3 –

Accountant Comments:

Staff Comment
#3: In the last line of the Fee Table, kindly remove the brackets around the figure representing the “Total Annual Fund
Operating Expenses”.

Response: The
Registrant has deleted the brackets.

Staff Comment
#4: With respect to the disclosure on page #13 which relates to the Operating Expense Limitation Agreement, please disclose how
long the Operating Expense Limitation Agreement is in effect.

Response: The
final sentence of the paragraph relating to the referenced Operating Expense Limitation Agreement has been revised as set forth below:

“The Operating
Expense Limitation Agreement is scheduled to terminate on October 31, 2025.”

Should you have any questions prior to filing
a pre-effective amendment, please contact me at (856) 374-1744 or rropka@ropkalaw.com.

  Very truly yours,

  /s/ Charles R. Ropka,
Esq.

  Charles R. Ropka, Esq.

CRR/ztr

cc: Client

Telephone (856) 374-1744 ·
Facsimile (866) 272-8505 · www.RopkaLaw.com