SEC Division of Investment Management staff letter: FQF Trust, et al.

December 12,2011
Marilyn Mann
Office of Investment Company Regulation
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: FOF Trust, et al. (File No. 812-13741)
Dear Ms. Mann:
I am writing on behalf of FQF Trust ("Trust"), FFCM, LLC ("FFCM") and entities controlling, controlled by or under common control with FFCM (together with FFCM, the "Adviser"), Foreside Fund Services, LLC (the "Distributor"), and any existing or future series of the Trust as well as any existing or future registered open-end management investment company or series thereof that is advised by the Adviser and relies on the Order as defined below (collectively, with the Trust, Adviser and Distributor, "Applicants"), to request that the staff of the Division of Investment Management ("Staff') of the U.S. Securities and Exchange Commission ("Commission") advise that it will not recommend enforcement action against the Applicants or the Closed-end Funds (as defined below) under Sections 12(d)(l)(A) and (B) and 17(a) of the Investment Company Act of 1940 ("Act"), in the circumstances described below. Background On August 5,2011, Applicants received an exemptive order from the Commission. I The Order was issued under Section 6(c) of the Act exempting Applicants from Sections 2(a)(32), 5(a)(l), 22(d) and 22(e) of the Act and Rule 22c-l under the Act, under Sections 6(c) and 17(b) of the Act exempting Applicants from Sections 17(a)(l) and (2) of the Act, and under Section 12(d)(l)(J) of the Act exempting Applicants from Sections 12(d)(l)(A) and (B) of the Act. The Order permits series of the Trust and any other existing or future registered open-end management investment company or series thereof that tracks a specified underlying securities index and is advised by Adviser ("Funds") to operate as an exchange-traded fund ("ETF"). The Order also permits registered open-end management investment companies and unit investment trusts ("UITs") that are not advised or sponsored by Adviser or part of the same "group of Investment Company Aet Release Nos. 29720 (July 11, 2011) and 29747 (August 5, 2011) ("Order"). DC-9567402 v4