[Federal Register Volume 85, Number 87 (Tuesday, May 5, 2020)]
[Notices]
[Pages 26760-26762]
[FR Doc No: 2020-09612]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33859; 812-14774-02]

USCF Advisers LLC, et al.

April 30, 2020.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from section 15(a) of
the Act and rule 18f-2 under the Act, as well as from certain
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements'').
The requested exemption would permit an investment adviser to hire and
replace certain sub-advisers without shareholder approval and grant
relief from the Disclosure Requirements as they relate to fees paid to
the sub-advisers.

Applicants:  USCF ETF Trust (the ``Trust''), a Delaware statutory trust
registered under the Act as an open-end management investment company
with multiple series; USCF Cayman Commodity 2 (the ``Commodity Strategy
Subsidiary''), a Cayman Islands corporation wholly owned by the USCF
SummerHaven Dynamic Commodity Strategy No K-1 Fund (the ``Commodity
Strategy Fund''), a series of the Trust; and USCF Advisers LLC, a
Delaware limited liability company registered as an investment adviser
under the Investment Advisers Act of 1940 (``USCF Advisers'' or the
``Advisor,'' and, collectively with the Trust and the Commodity
Strategy Subsidiary, the ``Applicants'').

Filing Dates:  The application was filed May 15, 2017, and amended on
December 26, 2019, April 2, 2020, and April 30, 2020.

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 emailing
the Commission's Secretary at<EMAIL_ADDRESS>and serving
applicants with a copy of the request by email. Hearing requests should
be received by the Commission by 5:30 p.m. on May 26, 2020, and should
be accompanied by proof of service on the 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 emailing the Commission's Secretary at<EMAIL_ADDRESS>
ADDRESSES: The Commission<EMAIL_ADDRESS>Applicants: Attn:
General Counsel<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202)
551-6819, or Andrea Ottomanelli Magovern, 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 website by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.

Summary of the Application

    1. The Advisor serves as the investment adviser to the Funds (as
defined below) pursuant to investment advisory agreements with the
Funds (the ``Advisory Agreements'').\1\ The Advisor will provide the
Funds with continuous and comprehensive investment management services
subject to the supervision of, and policies established by, each Fund's
board of trustees (``Board''). The Advisory Agreements permit the
Advisor, subject to the approval of the Board, to delegate to one or
more sub-advisers (each, a ``Subadvisor'' and collectively, the
``Subadvisors'') the responsibility to provide the day-to-day portfolio
investment management of each Fund (either directly or through such
Fund's direct wholly-owned subsidiary), subject to the supervision and
direction of the Advisor. The primary responsibility for managing the
Funds will remain vested in the Advisor. The Advisor will hire,
evaluate, allocate assets to and oversee the Subadvisors, including
determining whether a Subadvisor should be terminated, at all times
subject to the authority of the Board.
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    \1\ Applicants request relief with respect to any existing or
future series of the Trust and any other registered open-end
management investment company or series thereof that: (a) Is advised
by USCF Advisers or any entity controlling, controlled by or under
common control with USCF Advisers or its successors (each, also an
``Advisor''); (b) uses the manager of managers structure described
in the application; and (c) complies with the terms and conditions
of the application (any such series, including the Commodity
Strategy Fund, a ``Fund''). For purposes of the requested order,
``successor'' is limited to any entity that results from a
reorganization into another jurisdiction or a change in the type of
business organization.
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    2. Each Fund may pursue its investment strategies by investing
through a direct wholly-owned subsidiary (each such subsidiary,
including the Commodity Strategy Subsidiary, a ``Subsidiary''). The
Advisor has entered into an investment advisory agreement with the
Commodity Strategy Subsidiary (the ``Commodity Strategy Subsidiary
Advisory Agreement''), and any future Subsidiary will enter into an
investment advisory agreement with the respective Advisor (together
with the Commodity Strategy Subsidiary Advisory Agreement, the
``Subsidiary Advisory Agreements'').\2\ In all cases, an Advisor will
be the entity providing general management services to each Fund,
including overall supervisory responsibility for the general management
and investment of the Fund's assets (either directly or through such
Fund's Subsidiary, if any), and, subject to review and approval of the
Board, will: (a) Set such Fund's (including, if any, its Subsidiary's)
overall investment strategies; (b) evaluate, select and recommend
Subadvisors to manage all or a portion of the Fund's assets (directly
or through the Fund's Subsidiary, if any); (c) allocate and, when
appropriate, reallocate the Fund's assets among one or more Subadvisors
(including by allocating and reallocating assets between and among the
Fund and, if any, its Subsidiary); (d) monitor and evaluate the
performance of Subadvisors; and (e) implement procedures reasonably
designed to ensure that the Subadvisors comply with the investment
objective, policies and restrictions of the Fund and the Subsidiary, if
any.
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    \2\ The Commodity Strategy Subsidiary Advisory Agreement has
been, and any future Subsidiary Advisory Agreement will be, approved
by the Board, including a majority of the trustees who are not
``interested persons'' (as defined in section 2(a)(19) of the Act)
of the Fund or the Advisor, and the Fund's shareholders.
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    3. Applicants request an order exempting Applicants from section
15(a) of the Act and rule 18f-2 thereunder to permit the Trust, on
behalf of a Fund, and/or its Advisor, subject to the approval of the
Board, to enter into and materially amend investment subadvisory
agreements with Subadvisors (``Subadvisory Agreements'') without
obtaining shareholder approval.\3\ Applicants also seek an exemption
from the Disclosure Requirements to permit a Fund to disclose (as both
a dollar amount and a percentage of the Fund's net assets): (a) The
aggregate fees paid to the Advisor and any Excluded Subadvisor; and (b)
the aggregate fees paid to Subadvisors other than Excluded Subadvisors
(collectively, ``Aggregate Fee Disclosure''). For any Fund that employs
an Excluded Subadvisor, the Fund will provide separate disclosure of
any fees paid to the Excluded Subadvisor.
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    \3\ The requested relief will not extend to any sub-adviser who
is an affiliated person, as defined in section 2(a)(3) of the Act,
of a Fund or an Advisor other than by reason of serving as a sub-
adviser to one or more Funds (or any Subsidiary) (``Excluded
Subadvisors'').
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    4. Applicants agree that any order granting the requested relief
will be subject to the terms and conditions stated in the application.
Such terms and conditions provide for, among other safeguards,
appropriate disclosure to Fund shareholders and notification about sub-
advisory changes and enhanced Board oversight to protect the interests
of the Funds' shareholders.
    5. Section 6(c) 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 provisions of the Act, or
any rule thereunder, if such relief is necessary or appropriate in the
public interest and consistent with the protection of investors and
purposes fairly intended by the policy and provisions of the Act.
Applicants believe that the requested relief meets this standard
because, as further explained in the application, the Advisory
Agreements will remain subject to shareholder approval, while the role
of the Subadvisors is substantially similar to that of individual
portfolio managers, so that requiring shareholder approval of
Subadvisory Agreements would impose unnecessary delays and expenses on
the Funds. Applicants believe that the requested relief from the
Disclosure Requirements meets this standard because it will improve the
Advisor's

ability to negotiate fees paid to the Subadvisors that are more
advantageous for the Funds.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-09612 Filed 5-4-20; 8:45 am]
 BILLING CODE 8011-01-P


EPA INEEL 7. 01 8 (July 25 26, 2001); Air Docket A 98 49, Item II A4 17 EPA received two sets of comments in EPA Air Docket A 98 49 in response to our Federal Register notice of July 13, 2001. The comments are filed as (1) Item II A3 27 and (2) IIA3 29. Examples of significant comments follows.

Issue A: Information provided in Docket A 98 49 was not sufficient to enable the public or EPA to reach conclusions about the compliance of the WAGS system. Therefore, EPA should extend the public comment period.

33. Based on the documents in the docket, it is impossible for EPA or the public to know how many drums were certified using the WAGS system because none of the documents in the docket describe what characterization and quality assurance (QA) procedures were used on the 1, 917 drums with waste in the 69 shipments that INEEL made to WIPP between December 7, 2000 and June 27, 2001 (INEEL shipments KN001201 and 1202, IN010031 to 010097  WIPP Waste Information System data). [1]

34. The docket provides no basis for EPA, or the public, to conclude that the WAGS System actually operated in a manner equivalent to the SGRS system for any or all of the period that it was being used as part of the waste characterization process. [1]

35. Neither EPA, nor the public, can conclude that the drums shipped to WIPP were adequately characterized, so the question of what should now be done with those drums at 53 WIPP cannot be answered based on documents currently available to the public. We believe that EPA cannot make any decision about the status of those drums without adequate documentation being made available to the public. [1]

36. Based on the documents in the docket, we cannot conclude that the WAGS system meets the quality assurance requirements of 40 CFR 194.8( a). [1]

37. Based on the documents in the docket, we also cannot conclude that the WAGS system meets the waste characterization requirements of 40 CFR 194.8( b). [1]

38. The docket provides no documentation regarding how INEEL or EPA determined which drums were characterized using the WAGS system, how the WAGS system was used and how its use changed during the time period in question, as to the nature of the process knowledge documentation for those drums, or other relevant information. Thus, based on what is available in the docket, the public cannot adequately comment on the status of those drums, nor does EPA have adequate information to make its determinations. [1]

39. As specified in its Federal Register notice of July 13, 2001 (66 Fed. Reg. 36723), EPA is providing its normal 30 day public comment period on "waste characterization program documents." However, the current situation is not normal, it is the most complex yet faced by EPA involving a site's waste characterization program. In such an abnormal situation, a longer public comment period is necessary, and it is clearly allowed by 40 CFR 194.8. In addition, the fact that important documents are not yet available necessitates an extension of the public comment period to allow public comment on the appropriate documentation. [1]

Response to Issue A:

We decided not to extend the comment period. We believe that 30 days was sufficient time to allow the public to raise questions or concerns about the WAGS system, and that the information that we docketed was appropriate, for the reasons explained below.

When we open a comment period under 40 CFR 194.8, the primary purpose of the public comment period is to allow the public to provide potentially relevant information to EPA or to raise compliance concerns or questions, so that EPA is aware of those concerns and questions and can seek resolution to them prior to making a final compliance decision. Any specific processes or waste streams about which we are seeking public input are defined in the inspection notice that we provide in the Federal Register. As we explained in our May 1998 Certification Decision (see, for example, EPA Air Docket A 93 02, Item V C 1, pp. 2 8 to 2 11 and 6 26), EPA's compliance decision under 194.8 must be based on our independent inspections of waste characterization processes. Inspections involve review of many different documents, interviews with staff, and on site demonstrations, which are then summarized and made public in our 54 inspection reports. It is neither possible nor appropriate to attempt to place all information that may be relevant to the scope of our inspection in our docket before we conduct an inspection.

We docketed key documents that we determined were pertinent to the proposed WAGS system. In light of the WAGS related nonconformance that we identified in June 2001 (see Issue B below), and in anticipation of public concern, we included additional DOE documents that directly pertained to the nonconformance. It was not our expectation that the public would be able to reach conclusions about either the WAGS system's technical adequacy or the WAGSrelated nonconformance based solely on the docketed materials. EPA makes the determination of compliance following a site inspection.

With regard to comment A. 1, we obtained objective evidence during our July 2 3 inspection at INEEL that established the status of all drums characterized by the WAGS system and shipped to the WIPP site. This information is contained in our report for inspection no. EPAINEEL 7. 01 24 (Docket A 98 49, Item II A1 28).

EPA RFETS 4. 99 8 (April 27 28, 1999); Air Docket A 98 49, Item II A4 6 EPA received one set of comments from the EEG in response to the items announced in the Federal Register on March 25, 1999 (64 FR 14418). The letter from EEG, dated April 23, 1999, may be found in EPA Air Docket A 98 49, Item II A3 11. Below are some examples of significant issues raised in EEG's letter and EPA's response to those issues. EPA inspectors discussed some of the issues with DOE Carlsbad Field Office (CAO) personnel (Sam Vega, Van Bynum, and Mark Doherty) and RFETS personnel (Gerald O'Leary and Mark Castagneri) during the inspection, in the presence of Ben Walker of EEG.

EEG Issue D: Sites such as RFETS must meet requirements for certain waste material parameters that have not been shown to affect the WIPP's performance. RFETS should consider the relative importance of waste material parameters.

1. The RFETS QAPjP follows the CAO's Transuranic Waste Characterization Quality Assurance Program Plan (TRU Waste QAPP, CAO 94 1010, Revision 0) in continuing to consideralloftheTWBIRwastematerialparametersequally...[ TheRFETSQAPjP], and the overall RFETS TRU waste program, should develop training and awareness of the relative importance of obtaining defensible measurements for the two types of waste material parameters [i. e., cellulosics/ plastics/ rubbers and ferrous metals] that have been shown to be important to containment of waste in the repository.

EPA's Response toIssue D:

This comment suggests that, by treating "all of the TWBIR waste material parameters 55 equally," RFETS (and DOE generally) may be compromising in some fashion the analysis of waste parameters that are central to compliance with EPA's disposal regulations. EPA did not find evidence during the inspection to support the claim that RFETS is not properly accounting for the important waste parameters. As for other parameters, EPA does not have a basis to require programmatic changes in the WIPP project unless they are shown to be necessary for compliance with our regulations.

EEG Issue N: The docketed items were well done but may be insufficient for assessing RFETS compliance.

1. [EEG's] comments... shouldbeconsideredasdescribingdeviationsinwhat, for themost part, appears to be a very well planned program adequate to meet the EPA's waste characterization planning requirements specified in 40 CFR 194.8... TheEEGdoes, however, point out that documentation the EPA may need for thorough analysis of RFETS compliance with 40 CFR 194 may not be covered by the documents provided to the WIPP docket for public review.

EPA's Response toIssue N:

EPA agrees that the RFETS TRU Waste Management Manual and Quality Assurance Project Plan are well prepared documents. EPA cannot rely solely on such documents, however, to evaluate transuranic waste sites' quality assurance and waste characterization programs. As we have noted elsewhere, inspections and inspections are appropriate mechanisms for verifying compliance with Conditions 2 and 3 of our certification of the WIPP (see, for example, 63 FR 27359). Prior to, during, and after inspections EPA may review a wide variety of procedures, records, and data in order to reach a determination that the programs under review are adequately established and executed. EPA requires DOE to submit a site's top governing documents prior to an inspection to afford the public an opportunity to comment on the site's programs and to raise issues that the Agency should consider in deciding whether or not to approve those programs. 56 V. CONCLUSIONS EPA's inspection process examines the technical elements important to demonstrating compliance with 40 CFR 194.24 waste characterization systems of control. EPA inspectors examine Acceptable Knowledge (i. e., the historical documentation that provides radionuclide, waste material parameter, and other information), Nondestructive Assay (for radionuclide quantifications), Visual Examination/ Radiography (to assess physical waste contents), and data transfer and data validation. Evaluation of these technical elements is sufficiently comprehensive to assess the technical adequacy of the system of controls for waste characterization.

Inspections conducted to date have demonstrated that the application of technical elements listed above varies considerably from site to site. The regulatory language governing site inspections has led EPA to respond to issues involving one or more technical elements by restricting the scope of site approval. As a result, EPA inspectors must return to an approved site if the site seeks to ship additional waste streams, use equipment not previously inspected, or make significant changes to procedures or methods for waste characterization. 57 REFERENCES EPA 1994. U. S. Environmental Protection Agency. Waste Analysis at Facilities that Generate, Treat, Store, and Dispose of Hazardous Waste. EPA Office of Solid Waste. Directive Number 9938.4 03. April 26, 1994.

EPA/ NRC 1997. U. S. Environmental Protection Agecy & U. S. Nuclear Regulatory Commission. Joint NRC/ EPA Guidance on Testing Requirements for Mixed Radioactive and Hazardous Waste. 62 FR 62079 62094. November 20, 1997.