SecProbe.io

CORRESP
1
filename1.htm

  Three Bryant Park

  1095 Avenue of the Americas

  New York, NY 10036-6797

  +1 212 698 3500 Main

  +1 212 698 3599 Fax

  www.dechert.com

  ALLISON M. FUMAI

  allison.fumai@dechert.com

  +1 212 698 3526 Direct

  +1 212 698 3599 Fax

May 31, 2023

U.S. Securities and Exchange Commission

Judiciary Plaza

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jeffrey A. Foor, Division of Investment Management

 Re: Texas Capital Funds Trust (the “Registrant”)

(File Nos. 333-271134 and 811-23862)

Dear Mr. Foor:

We are in receipt of your written comments
regarding the registration statement on Form N-1A (the “Registration Statement”) for the Trust with respect to Texas
Capital Texas Equity Index ETF (the “Fund”), a series of the Trust, filed with the Securities and Exchange Commission (the
“SEC”) on April 5, 2023. The Trust has considered your comments and has authorized us to make the responses and changes discussed
below to the Registration Statement on its behalf. Below, we describe the changes that have been or will be incorporated into the Fund’s
Registration Statement in response to the Staff of the SEC’s (the “Staff”) comments and provide any responses to or
any supplemental explanations of such comments, as requested. Capitalized terms have the meanings attributed to such terms in the Registration
Statement, unless otherwise noted. In addition, in response to the Staff’s request, where a comment made to one location applies
to similar disclosure appearing elsewhere in the Registration Statement, we have considered and made revisions responsive to such comment
to similar disclosure throughout the Registration Statement.

GENERAL

 Comment 1. We note that portions of the filing,
including the Fund’s financial statements, are incomplete. We may have additional comments on such portions when you complete them
in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits
added in any amendments.

 Response 1.
The Registrant confirms that the Fund will complete or update all information that is currently in brackets or missing in the Registration
Statement, including exhibits,

in subsequent pre-effective amendments.
The Registrant will consider any additional comments made in connection with the Staff’s review of pre-effective amendments to the
Registration Statement, disclosures made in response to this letter, supplemental information, or exhibits added in any pre-effective
amendments.

 Comment 2. Please supplementally explain if you
have submitted, or expect to submit, any exemptive application or no-action request in connection with the Registration Statement.

 Response 2. The Registrant confirms that it has
not submitted and does not currently expect to submit any exemptive applications or no-action requests in connection with this Registration
Statement.

PROSPECTUS

 Comment 3. Page 1, Fees and Expenses of the Fund.
At least one week before effectiveness, please provide the Staff a completed fee table and expense example. In addition, please confirm
any fee waivers reflected in the fee table will continue for at least one year from effectiveness.

 Response 3. The Fund’s completed fee table
and expense example are attached hereto as Exhibit A. In addition, the Registrant confirms that it currently does not expect there will
be a management fee waiver upon the Fund’s launch.

 Comment 4. Page 1, Fees and Expenses of the Fund.
As a new fund, please revise the Example to include only the 1- and 3-year period portions of the Example and estimate any shareholder
account fees collected. See Instruction 6(b) to Item 3 of Form N-1A.

 Response 4. The Registration Statement has been
revised accordingly.

 Comment 5. Page 2, Information About the Index.
Disclosure indicates that construction of the Texas Capital Equity Index (the “Index”) is provided by Syntax, LLC (“Syntax”).
We note disclosure on the Index website states, “The Index is the property of Texas Capital Bank. Syntax, LLC calculates and maintains
the Index. Syntax, LLC will not be liable for any errors or omissions in calculating the Index.”

    -2-

a)
 Please include disclosure in the prospectus as to the ownership of the Index and further clarify if the Fund or Texas Capital
Bank Private Wealth Advisors (the “Adviser”) licenses the Index or otherwise contracts for its use. In addition, please clarify
which party was responsible for the creation of the Index.

b)
Please provide the Staff with the white paper and/or the Syntax Texas Capital Texas Equity Index Methodology referenced in the
disclosure.

 Response 5. The Registration Statement has been
revised to reflect that while the Index is the intellectual property of Texas Capital Bank, the creation, construction and maintenance
of the Index is provided by Syntax, a separate company with separate personnel that is unaffiliated with Texas Capital. The Texas Capital
Texas Equity Index’s methodology is attached hereto as Exhibit B.

 Comment 6. Page 3, Information about the Index.
Please disclose if there are any minimum or maximum sector weightings in the Index. Please clarify if the Fund concentrates in any sectors
or industries. In addition, while we note the minimum single security weighting is disclosed, please disclose if there is a maximum weighting
in the Index for a single security.

 Response 6. The Registration Statement has been
revised to (i) state that industry weights in the Index are set to be proportional to the state of Texas’s industry gross domestic
product at each rebalance, (ii) reflect that the Fund will only concentrate in any sectors or industries only to the extent the Index
concentrates in such sectors or industries and (iii) to note that there is not a maximum weighting for a single security.

 Comment 7. Page 4, Principal Risks. Principal Risk
disclosure includes Real Estate Investment Trust (“REIT”) Risk. Please clarify for the Staff if the Fund invests in mortgage
REITs and, if so, please include additional disclosure as to mortgage REITs in strategy and risks.

 Response 7. The Registrant hereby confirms that
mortgage REITs are not expected to be a significant part of the Fund’s investments.

 Comment 8. Page 4, Principal Risks. Principal Risk
disclosure includes Geographic Concentration Risk. Please revise this risk disclosure to more clearly reflect

    -3-

the risks related to the Fund’s
concentration in Texas. For example, replace the phrase “in a particular region” with “Texas.”

Response 8.
The Registration statement has been revised accordingly.

 Comment 9. Page 5, Principal Risks. Please disclose
any principal risks associated with specific industries or sectors in which the Fund will invest. For example, please consider whether
additional risk disclosure is appropriate for investments in regional banks, technology, or energy.

 Response 9. The Registration statement has been
revised accordingly.

 Comment 10. Page 6, Principal Risks. We note the
discussion of Risks Related to the Adviser’s Ultimate Parent Being Included in the Index. Please provide the Staff the Fund’s
analysis of the affiliated transaction provisions under Section 17(a) of the Investment Company Act in connection with the Fund's investment
in equity securities of the Adviser’s parent. In this regard, please describe what policies and procedures are in place as to possible
conflicts in the selection of portfolio securities or the weightings of portfolio securities. In your response, please also address that
the Adviser’s parent company appears to own the Index. In addition, please provide the Staff the Fund’s proxy voting policies
and procedures, designated as Appendix A, and explain how the Fund will resolve conflicts.

 Response 10. The Fund’s proxy voting policies
and procedures are attached hereto as Appendix A. The Registrant confirms that the Fund does not currently expect the Adviser’s
parent to be included the Index and the Registration Statement has been revised to remove disclosure suggesting such inclusion.

 Comment 11. Page 6, Principal Risks. We note the
risk disclosure following the caption Risks Related to the Adviser’s Affiliates with Companies Included in the Index. Please provide
the Staff the Fund’s analysis of the affiliated transaction provisions under Section 17(a) of the Investment Company Act in connection
with affiliates of the Adviser engaging in business with companies whose securities may be purchased by the Fund.

 Response 11. The Registrant respectfully submits
that the engagement in business between affiliates of the Adviser and companies included in the Index does not alone make such companies
affiliates of affiliates of Adviser, and therefore the Fund’s

    -4-

investments in such companies do not implicate
the prohibition of Section 17(a) of the Investment Company Act.

 Comment 12. Page 8, Additional Information of
the Index. It appears that the index is the property of Texas Capital Bank and Syntax appears to include back-tested performance of the
index on its website (https://www.syntaxindices.com/indices/SYTXSX). Please note the performance should include a prominent heading stating
that the performance (“before mm/dd/yyyy”, if both actual and back-tested performance is included) is back-tested performance.
Also, please include prominent disclosure that:

a)
Going forward the performance may be materially different from the back-tested performance.

b)
The back-tested performance is based on criteria applied retroactively with the benefit of hindsight and knowledge of factors that
may have positively affected the performance.

c)
If applicable, that the back-tested performance reflects material market events which are not expected to be repeated.

d)
Please advise the Staff whether such back-tested performance will be used or referenced in sales or advertising materials for the
Fund.

In addition, please
clarify how the performance reflects a company that relocates its headquarters to Texas. For example, according to the Syntax website,
Tesla is the largest holding in the Index. Please advise the Staff whether the performance of Tesla is reflected in the Index for periods
prior to the company relocating their headquarters to Texas.

 Response 12. The intellectual property of the
Index is owned by the Adviser; however the website containing the Index is owned by Syntax. To the extent the Index’s website includes
back-tested performance, Syntax has agreed to include the disclosures above. In addition, for companies that relocate their headquarters
to Texas, their performance will be reflected in the Index in the quarterly rebalance after such move occurs, but not prior to such move.

    -5-

 Comment 13. Page 11, Investment Adviser. Please
confirm in correspondence whether organization and operating costs are included in the Unitary Fee structure. Also, please include an
estimate of these costs.

 Response 13. The Registrant hereby confirms that
operating costs are included in the expenses of the Fund to be borne by the Adviser under the Fund’s unitary fee structure. In
addition, the Adviser has agreed to pay the Fund’s initial organization cost. The Registrant will supplementally provide an estimate
for such costs in a separate correspondence.

PART C

 Comment 14. Please file the finalized exhibits
once they are available.

 Response 14. The Registrant hereby confirms that
the finalized exhibits will be filed once they are available.

* * * * *

If you have any questions, please feel free
to contact Vince Nguyen at (212) 698-3566 or me at (212) 698-3526.

Very truly yours,

/s/ Allison M. Fumai

Allison M. Fumai

    -6-

Appendix A

16.A       Proxy
Voting Policies and Procedures

I.       INTRODUCTION

Texas Capital Funds Trust (the “Trust”)
is the beneficial owner of its portfolio securities. Accordingly, the Trust’s Board of Trustees (the “Board”), acting
on behalf of the Trust and each of its series (each a “Fund” and collectively, the “Funds”), has the right and
the fiduciary obligation to vote proxies relating to the Funds’ portfolio securities in a manner consistent with the best interests
of the Funds and their shareholders. Accordingly, the Board has adopted these Proxy Voting Policies and Procedures with respect to voting
proxies relating to portfolio securities held by the Funds (these “Policies and Procedures”).

II.       POLICY

 A. DELEGATION TO THE INVESTMENT ADVISER.

 1. The policy of the Trust is to delegate the responsibility for voting proxies relating
to portfolio securities held by a Fund to the investment adviser for the Fund (each an “Adviser”) as a part of the Adviser’s
general management of the Fund, subject to the Board’s continuing oversight.

 2. The policy of the Trust is also to adopt the policies and procedures used by the
Adviser to a Fund to vote proxies relating to portfolio securities held by its clients, including the Fund (the “Adviser’s
Policies and Procedures”).

 3. The Adviser shall periodically inform its employees (i) that they are under an obligation
to be aware of the potential for conflicts of interest on the part of the Adviser with respect to voting proxies on behalf of a Fund,
both as a result of the employee’s personal relationships and due to circumstances that may arise during the conduct of the Adviser’s
business, and (ii) that employees should bring conflicts of interest of which they become aware to the attention of the management of
the Adviser.

 4. The Adviser shall be responsible for coordinating the delivery of proxies by a Fund’s
custodian to the Adviser or to an agent of the Adviser selected by the Adviser to vote proxies with respect to which the Adviser has such
discretion.

 B. DELEGATION TO SUB-ADVISORS. An Adviser to a Fund may, but is not required to, further
delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to one or more of the sub-advisers retained
to provide investment advisory services to such Fund, if any (each a “Sub-Adviser”). If such responsibility is delegated to
a Sub-Adviser, then the Sub- Adviser shall assume the fiduciary duty and reporting responsibilities of the Adviser under these

policy guidelines. As used in these Policies
and Procedures, the term “Adviser” includes any and all Sub-Advisers.

III.       FIDUCIARY DUTY

The Adviser of a Fund is a fiduciary to
the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders.

IV.       PROXY VOTING
PROCEDURES

 A. ANNUAL PRESENTATION OF PROXY VOTING POLICIES TO THE BOARD. At least annually, the
Adviser shall present to the Board for its review the Adviser’s Policies and Procedures. In addition, the Adviser shall notify the
Board promptly of material changes to the Adviser’s Policies and Procedures.

 B. ANNUAL PRESENTATION OF PROXY VOTING RECORD TO THE BOARD. At least annually, each
Adviser to a Fund shall provide to the Board a record of each proxy voted with respect to portfolio securities held by the Fund during
the year. With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit
a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the
proxy. For this purpose, a “conflict of interest” shall be deemed to occur when the Adviser, the Trust’s principal underwriters,
or an affiliated person of the Adviser or a principal underwriter has a financial interest in a matter presented by a proxy to be voted
on behalf of a Fund, other than the obligation the Adviser incurs as investment adviser to that Fund, which may compromise the Adviser’s
independence of judgment and action in voting the proxy.

 C. RESOLUTION OF CONFLICTS OF INTEREST. Where a proxy proposal raises a material conflict
of interest between the interests of the Adviser to a Fund, the Trust’s princ