U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issurer: Texas Capital Value Funds, Inc.
1600 West 38th Street, Suite 412
Austin, Texas 78731
2. Name of each series or class of Securities for which this Form is filed (If
the Form is being filed for all series and classes of securities of the issuer,
check the box but do not list series or classes): [X]
3. Investment Company Act File Number: 811-09088
Securities Act File Number: 33-96334
4(a). Last day of the fiscal year for which this notice
is filed: September 30, 1997
4(b). [ ] Check this box if this notice is being filed late (i.e more
than 90 days after the end of the issuer's fiscal year).
4(c). [ ] Check this box if this isthe last time the issuer will be
filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year pursuant to
section 24(f):
$24,054,584.00
(ii)Aggregate price of securities redeemed or repurchased during any prior
fiscal year ending no earlier than October 11, 1995 that were not previously
used to reduce registration fees payable to the Commission:
$681,763.29
(iii)Aggregate price of securities redeemed or repurchased during any prior
fiscal year ending no earlier than October 11, 1995 that were not previously
used to reduce registration fees payable to the Commission:
0
(iv) Total available redemption credits [add items 5(ii) and 5(iii)]:
- -$681,763.29
(v) Net sales -- if Item 5(i) is greater than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
$23,372,821
(vi)Redemption credits available for use in future years
-if Item 5(i) is less than Item 5(iv) [subtract Item 5(iv) from Item
5(i)]:
$0
(vii)Multiplier for determining registration fee (See Instruction C.9):
$1/3300
(viii) Registration fee due [multiply Item 5(v) by Item 5(vii)] (enter
"0" if no fee is due):
$7083
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here:
N/A
If there is a number of shares or other units that were registereed
pursuant to rule 24e-2 remaining unsold at the end of the fiscal
year for which this form is filed that are available for use by the
issuer in future years, then state that number here:
N/A
7. Interest Due -- If this Form is being filed more than 90 days after the
end of the issuer's fiscal year (see Instruction D):
+$0
8. Total amount of the registration fee due plus any interest due [line
5(viii) plus line 7]:
=$7032
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
11/26/97
Method of Delivery:
[X] Wire Transfer
[ ] Mail or other means
Signatures
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Eric Barden-Secretary
Eric Barden-Secretary
Date: Nov 30, 1997
*Please print the name and title of the signing officer below the signature
Opinion and Consent of Counsel:
November 26th, 1997
Texas Capital Value Funds, Inc.
1600 W. 38th St Ste. 412
Austin, TX 78731
Re: 33-96334
811-09088
Ladies and Gentlemen,
This opinion is being delivered to you in connection with the above
registration statement of Texas Capital Value Funds (the "Fund") filed
on Form N-1A under the Securities Act of 1933, as amended, under which
you have registered an indefinite number of shares of beneficial
interest, pursuant to the General Rules and Regulations of the
Investment Company Act of 1940, as amended. In particular, this
opinion relates to what you reported in the notice which you filed
under rule 24f-2 (the "Rule 24f-2 Notice) which makes definite in
number an additional 1,452,600.104 shares of beneficial interest of the
Fund, par value $.0001 per share, which were sold in the fiscal year
ended September 30, 1997 (the "shares").
We have made such inquiry of your officers, directors, and auditors and
have examined such corporate documents, records and certificates and
other documents and which questions of law as we have deemed necessary
for the purposes of this opinion including the Maryland General
Corporation Law. In rendering this opinion we have relied, with your
approval as to all questions of fact material to this opinion, upon
certificates of public officials in the possession of the Fund and of
your officers, and have assumed, with yourapproval, that the signatures
on all documents examined by us are genuine, which facts we have not
independently verified. I am a member of the bar of the State of New
York, and have not consulted Maryland counsel in connection with this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares were legally and validly issued, fully paid and nonassessable.
We hereby consent to your including a copy of this opinion in the
forthcoming filing of the Fund's Post Effective Amendment No. 5, and the
inclusion of my name therein as counsel to the Fund. In
giving such consent, we do not admit that we come within the category
of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Sincerely Yours,
/s/ Jim H Ellis
Jim H. Ellis
JHE/ms
