SEC Division of Corporation Finance no-action letter: FQF Trust

~~`~ $ UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
~~ ~o~ WASHINGTON, D.C. 20549
*~' May 23, 2019
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Adam T. Teufel, Esq. Dechert LLP adam.teufel @dechert. com Re: FQF Trust Request for Exemptive Relief from Exchange Act Rule 14e-5 Dear Mr. Teufel:
We are responding to your letter requesting exemptive relief dated May 23, 2019 and addressed to Ted Yu and Nicholas Panos. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to a copy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence. On the basis of the representations made and the facts presented in your May 23, 2019 letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. We note in particular that our grant of relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as
  dealer-managers of a tender offer would be effected for tie pztrpose ~~ ~acr~i~ta~~i~rg ~ tender offer;
• any purchases of a portfolio security by adealer-manager during a tender offer will be
  effected as adjustments to a basket of securities in the ordinary course of business as a result of a change in the composition of the Fund's portfolio; and
• except for the relief specifically granted herein, any broker-dealer acting as a dealer￾manager of a tender offer will comply with Exchange Act Rule 14e-5.
  The foregoing exemptive relief is based solely on the representations and the facts presented in your letter. The exemptive relief granted is strictly limited to the application of Exchange Act Rule 14e-5 to the transactions described in your letter. These transactions should be discontinued pending further consultations with the Commission staff if any of the facts or representations set forth in your letter change. In addition, this exemptive relief is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

Adam T. Teufel
Dechert LLP
May 23, 2019
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws. The transactions and covered persons within the scope of this exemptive relief must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that these transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, such transactions. Sincerely, /s/ Ted Yu Ted Yu Chief, Office of Mergers and Acquisitions Division of Corporation Finance

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
May 23, 2019
ORDER GRANTING EXEMPTION FROM
In the Matter of FQF Trust EXCHANGE ACT RULE 14E-5 FQF Trust submitted a letter dated May 23, 2019 requesting that the Securities and Exchange Commission ("Commission") grant an exemption from Exchange Act Rule 14e-5 fog the transactions described in its letter ("Request"). Based on the representations and the facts presented in the Request, and subject to the terms and conditions described in the letter from the Division o~ ~vrpo~ration Finance dated May 23, 2019, it is ORDERED that the request for exemption from Exchange Act Rule 14e-5 is hereby granted. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Vanessa Countryman Acting Secretary