47262 Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 

11See supra, footnote 1. 

1Applicants request that the order apply to future 

series of the Trust or of other open-end management 

investment companies that currently exist or that 

may be created in the future (each, included in the 

term ‘‘Fund’’), each of which will operate as an 

actively-managed ETF. Any Fund will (a) be 

advised by the Initial Adviser or an entity 

controlling, controlled by, or under common 

control with the Initial Adviser (each such entity is 

included in the term ‘‘Adviser’’) and (b) comply 

with the terms and conditions of the application. 

Act, and rule 22c–1 under the Act as if 

the OFI Global China Fund were an 

open-end management investment 

company registered under the Act. This 

condition 7 will apply only to OFI 

Global China Fund Series in which a 

Fund has invested; this condition 7 will 

not apply to OFI Global China Fund 

Series invested in exclusively by Other 

Accounts except insofar as necessary for 

the OFI Global China Fund Series 

invested in by a Fund to comply with 

this condition. 

OFI will adopt procedures designed to 

ensure that the OFI Global China Fund 

complies with the aforementioned 

sections of the Act and rules under the 

Act. OFI will periodically review and 

periodically update as appropriate such 

procedures and will maintain books and 

records describing such procedures, and 

maintain the records required by rules 

31a–1(b)(1), 31a–1(b)(2)(ii) and 31a– 

1(b)(9) under the Act. All books and 

records required to be made pursuant to 

this condition will be maintained and 

preserved for a period of not less than 

six years from the end of the fiscal year 

in which any transaction occurred, the 

first two years in an easily accessible 

place, and will be subject to 

examination by the Commission and its 

staff. 

For purpose of implementing 

condition 7, any action that the abovereferenced statutory and regulatory 

provisions require to be taken by the 

directors, officers and/or employees of a 

registered investment company will be 

performed by OFI (or its successor) 11 as 

the managing member of the OFI Global 

China Fund, except to the extent that 

the order requires the Funds’ Boards to 

exercise oversight or take action with 

respect to the OFI Global China Fund as 

an extension of such Board’s duties to 

the Funds. 

8. To engage in Cross Transactions, 

the Funds will comply with rule 

17a–7 under the Act in all respects other 

than the requirement that the parties to 

the transaction be affiliated persons (or 

affiliated persons of affiliated persons) 

of each other solely by reason of having 

a common investment adviser or 

investment advisers which are affiliated 

persons of each other, common officers, 

and/or common directors, solely 

because a Fund and Other Vehicle 

might become affiliated persons within 

the meaning of section 2(a)(3)(A), (B) or 

(C) of the Act because of their 

investments in the OFI Global China 

Fund. 

9. An OFI Global China Fund Series 

in which a Fund invests will not borrow 

or engage in leverage. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21775 Filed 10–10–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32851; 812–14340] 

USCF Fund Advisors, LLC, et al. 

October 4, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) actively-managed series of 

certain open-end management 

investment companies (‘‘Funds’’) to 

issue shares redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Fund 

shares to occur at negotiated market 

prices rather than at net asset value 

(‘‘NAV’’); (c) certain Funds to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; (e) 

certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Acquiring Funds’’) to acquire 

shares of the Funds; and (f) certain 

Funds (‘‘Feeder Funds’’) to create and 

redeem Creation Units in-kind in a 

master-feeder structure. 

APPLICANTS: USCF Fund Advisors, LLC 

(the ‘‘Initial Adviser’’), a Delaware 

limited liability company registered as 

an investment adviser under the 

Investment Advisers Act of 1940, USCF 

ETF Trust (the ‘‘Trust’’), a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company with multiple series, and 

ALPS Distributors, Inc. (‘‘Distributor’’), 

a Colorado Corporation and brokerdealer registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’). 

FILING DATES: The application was filed 

on July 31, 2014 and amended on 

November 11, 2014, February 13, 2015, 

August 24, 2016, February 23, 2017 and 

July 7, 2017. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 30, 2017, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit, or for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: Applicants, James M. Cain 

and Cynthia R. Beyea, Eversheds 

Sutherland (US) LLP, 700 Sixth Street 

NW., Suite 700, Washington, DC 20001. 

FOR FURTHER INFORMATION CONTACT: 

Jeremy Heckerling, Senior Counsel, at 

(202) 551–7259, or Robert H. Shapiro, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Summary of the Application 

1. Applicants request an order that 

would allow Funds to operate as 

actively-managed exchange traded 

funds (‘‘ETFs’’).1 Fund shares will be 


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Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 47263 

2The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to an 

Acquiring Fund and redemptions of those shares. 

Applicants, moreover, are not seeking relief from 

section 17(a) for, and the requested relief will not 

apply to, transactions where a Fund could be 

deemed an Affiliated Person, or a Second-Tier 

Affiliate, of an Acquiring Fund because an Adviser 

or an entity controlling, controlled by or under 

common control with an Adviser provides 

investment advisory services to that Acquiring 

Fund. 

purchased and redeemed at their NAV 

in Creation Units only. All orders to 

purchase Creation Units and all 

redemption requests will be placed by 

or through an ‘‘Authorized Participant’’ 

which will have signed a participant 

agreement with the Distributor. Shares 

will be listed and traded individually on 

a national securities exchange, where 

share prices will be based on the current 

bid/offer market. Certain Funds may 

operate as Feeder Funds in a masterfeeder structure. Any order granting the 

requested relief would be subject to the 

terms and conditions stated in the 

application. 

2. Each Fund will consist of a 

portfolio of securities and other assets 

and investment positions (‘‘Portfolio 

Positions’’). Each Fund will disclose on 

its Web site the identities and quantities 

of the Portfolio Positions that will form 

the basis for the Fund’s calculation of 

NAV at the end of the day. 

3. Shares will be purchased and 

redeemed in Creation Units only and 

generally on an in-kind basis. Except 

where the purchase or redemption will 

include cash under the limited 

circumstances specified in the 

application, purchasers will be required 

to purchase Creation Units by 

depositing specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their shares 

will receive specified instruments 

(‘‘Redemption Instruments’’). The 

Deposit Instruments and the 

Redemption Instruments will each 

correspond pro rata to the positions in 

the Fund’s portfolio (including cash 

positions) except as specified in the 

application. 

4. Because shares will not be 

individually redeemable, applicants 

request an exemption from section 

5(a)(1) and section 2(a)(32) of the Act 

that would permit the Funds to register 

as open-end management investment 

companies and issue shares that are 

redeemable in Creation Units only. 

5. Applicants also request an 

exemption from section 22(d) of the Act 

and rule 22c–1 under the Act as 

secondary market trading in shares will 

take place at negotiated prices, not at a 

current offering price described in a 

Fund’s prospectus, and not at a price 

based on NAV. Applicants state that (a) 

secondary market trading in shares does 

not involve a Fund as a party and will 

not result in dilution of an investment 

in shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

represent that share market prices will 

be disciplined by arbitrage 

opportunities, which should prevent 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that hold 

non-U.S. Portfolio Positions and that 

effect creations and redemptions of 

Creation Units in kind, applicants 

request relief from the requirement 

imposed by section 22(e) in order to 

allow such Funds to pay redemption 

proceeds within fifteen calendar days 

following the tender of Creation Units 

for redemption. Applicants assert that 

the requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Acquiring Funds to acquire Fund 

shares beyond the limits of section 

12(d)(1)(A) of the Act; and the Funds, 

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Acquiring Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund through 

control or voting power, or in 

connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit persons that are affiliated 

persons, or second-tier affiliates, of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

Portfolio Positions currently held by the 

Funds. Applicants also seek relief from 

the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from an Acquiring Fund, and to 

engage in the accompanying in-kind 

transactions with the Acquiring Fund.2

The purchase of Creation Units by an 

Acquiring Fund directly from a Fund 

will be accomplished in accordance 

with the policies of the Acquiring Fund 

and will be based on the NAVs of the 

Funds. 

9. Applicants also request relief to 

permit a Feeder Fund to acquire shares 

of another registered investment 

company managed by the Adviser 

having substantially the same 

investment objectives as the Feeder 

Fund (‘‘Master Fund’’) beyond the 

limitations in section 12(d)(1)(A) and 

permit the Master Fund, and any 

principal underwriter for the Master 

Fund, to sell shares of the Master Fund 

to the Feeder Fund beyond the 

limitations in section 12(d)(1)(B). 

10. Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21776 Filed 10–10–17; 8:45 am] 

BILLING CODE 8011–01–P 


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