82 FR 22689 - Aspiriant Trust, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 94 (May 17, 2017)

Page Range		22689-22690
FR Document		2017-09934
Federal Register, Volume 82 Issue 94 (Wednesday, May 17, 2017)
[Federal Register Volume 82, Number 94 (Wednesday, May 17, 2017)]
[Notices]
[Pages 22689-22690]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-09934]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32634; File No. 812-14467]


Aspiriant Trust, et al.

May 11, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 12(d)(1)(A), (B), and (C) of the Act; under sections 6(c) and 
17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the 
Act; and under section 6(c) of the Act for an exemption from rule 12d1-
2(a) under the Act. The requested order would: (a) Permit certain 
registered open-end investment companies to acquire shares of certain 
registered open-end investment companies, registered closed-end 
investment companies, business development companies, as defined in 
section 2(a)(48) of the Act, and unit investment trusts (collectively, 
``Underlying Funds'') that are within and outside the same group of 
investment companies as the acquiring investment companies, in excess 
of the limits in section 12(d)(1) of the Act; and (b) permit certain 
registered open-end management investment companies relying on rule 
12d1-2 under the Act to invest in certain financial instruments.
    Applicants: Aspiriant Trust, a Delaware statutory trust that is 
registered under the Act as an open-end management investment company 
with multiple series; Aspiriant, LLC, a Delaware limited liability 
company that is registered as an investment adviser under the 
Investment Advisers Act of 1940; and UMB Distribution Services, LLC, a 
Wisconsin limited liability company that is registered as a broker-
dealer under the Securities Exchange Act of 1934 and is a member of the 
Financial Industry Regulatory Authority.
    Filing Dates: The application was filed on May 20, 2015, and 
amended on September 3, 2015, March 16, 2016, September 26, 2016, 
September 27, 2016, and March 13, 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

[[Page 22690]]

by 5:30 p.m. on June 5, 2017 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 writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: Benjamin D. Schmidt, 
Aspiriant, LLC, 1111 East Kilbourn Avenue, Suite 1700, Milwaukee, WI 
53202.

FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, at 
(202) 551-6773, or David Marcinkus, 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 to permit (a) each Fund \1\ (each a 
``Fund of Funds'') to acquire shares of Underlying Funds \2\ in excess 
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) each 
Underlying Fund, any principal underwriter for the Underlying Fund, and 
any broker or dealer registered under the Securities Exchange Act of 
1934 to sell shares of the Underlying Fund to a Fund of Funds, in 
excess of the limits in section 12(d)(1)(B) of the Act.\3\ Applicants 
also request an order of exemption under sections 6(c) and 17(b) of the 
Act from the prohibition on certain affiliated transactions in section 
17(a) of the Act to the extent necessary to permit the Underlying Funds 
to sell their shares to, and redeem their shares from, the Funds of 
Funds.\4\ Applicants state that such transactions will be consistent 
with the policies of each Fund of Funds and each Underlying Fund and 
with the general purposes of the Act and will be based on the net asset 
values of the Underlying Funds.
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    \1\ Applicants request that the order apply to each existing and 
future series of Aspiriant Trust and to each existing and future 
registered open-end investment company or series thereof that is 
advised by Aspiriant, LLC or its successor or by any entity 
controlling, controlled by or under common control with Aspiriant, 
LLC or its successor and is part of the same ``group of investment 
companies'' as Aspiriant Trust (each, a ``Fund''). Applicants 
further request that the order also apply to any future principal 
underwriter and distributor for a Fund. For purposes of the 
requested order, ``successor'' is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization. For purposes of the request for 
relief, the term ``group of investment companies'' means any two or 
more registered investment companies, including closed-end 
investment companies, and business development companies, that hold 
themselves out to investors as related companies for purposes of 
investment and investor services.
    \2\ Certain of the Underlying Funds have obtained exemptions 
from the Commission necessary to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices 
and, accordingly, to operate as an exchange-traded fund (``ETF'').
    \3\ Applicants are not requesting relief for a Fund of Funds to 
invest in business development companies and registered closed-end 
investment companies that are not listed on a national securities 
exchange.
    \4\ Applicants note that a Fund of Funds generally would 
purchase and sell shares of an Underlying Fund that operates as an 
ETF, closed-end fund, or business development company through 
secondary market transactions rather than through principal 
transactions with the Underlying Fund. Applicants nevertheless 
request relief from sections 17(a)(1) and (2) to permit each Fund of 
Funds that is an affiliated person, or an affiliated person of an 
affiliated person, as defined in section 2(a)(3) of the Act, of an 
ETF, closed-end fund, or business development company to purchase or 
redeem shares from the ETF or to acquire shares from the closed-end 
fund or business development company in connection with an 
underwritten initial or follow-on offering made by such closed-end 
fund or business development company as described in the 
application.
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    2. Applicants further request an exemption under section 6(c) from 
rule 12d1-2 under the Act to permit any Fund that relies on section 
12(d)(1)(G) of the Act (``Section 12(d)(1)(G) Fund'') and that 
otherwise complies with rule 12d1-2 under the Act, to also invest, to 
the extent consistent with its investment objective, policies, 
strategies and limitations, in financial instruments that may not be 
securities within the meaning of section 2(a)(36) of the Act (``Other 
Investments'').
    3. 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 are designed to, among other things, help 
prevent any potential (i) undue influence over an Underlying Fund that 
is not in the same ``group of investment companies'' as the Fund of 
Funds 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), (B), and (C) of the Act. 
Applicants assert that permitting a Section 12(d)(1)(G) Fund to invest 
in Other Investments as described in the application would not raise 
any of the concerns that section 12(d)(1) of the Act was intended to 
address.
    3. 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. 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.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-09934 Filed 5-16-17; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 94 / Wednesday, May 17, 2017 / Notices 22689

alternative trading systems that have Electronic Comments SECURITIES AND EXCHANGE
been exempted from compliance with COMMISSION
the statutory standards applicable to • Use the Commission’s Internet
comment form (http://www.sec.gov/ [Investment Company Act Release No.
exchanges. Because competitors are free 32634; File No. 812–14467]
to modify their own fees and credits in rules/sro.shtml); or
response, and because market • Send an email to rule-comments@ Aspiriant Trust, et al.
participants may readily adjust their sec.gov. Please include File Number SR–
May 11, 2017.
order routing practices, the Exchange NYSEArca–2017–51 on the subject line.
AGENCY: Securities and Exchange
believes that the degree to which fee
Paper Comments Commission (‘‘Commission’’).
changes in this market may impose any
ACTION: Notice.
burden on competition is extremely • Send paper comments in triplicate
limited. As a result of all of these to Brent J. Fields, Secretary, Securities Notice of an application for an order
considerations, the Exchange does not and Exchange Commission, 100 F Street under section 12(d)(1)(J) of the
believe that the proposed changes will NE., Washington, DC 20549–1090. Investment Company Act of 1940 (the
impair the ability of ETP Holders or ‘‘Act’’) for an exemption from sections
All submissions should refer to File 12(d)(1)(A), (B), and (C) of the Act;
competing order execution venues to
Number SR–NYSEArca–2017–51. This under sections 6(c) and 17(b) of the Act
maintain their competitive standing in
file number should be included on the for an exemption from sections 17(a)(1)
the financial markets.
subject line if email is used. To help the and (2) of the Act; and under section
C. Self-Regulatory Organization’s Commission process and review your 6(c) of the Act for an exemption from
Statement on Comments on the comments more efficiently, please use rule 12d1–2(a) under the Act. The
Proposed Rule Change Received From only one method. The Commission will requested order would: (a) Permit
Members, Participants, or Others post all comments on the Commission’s certain registered open-end investment
Internet Web site (http://www.sec.gov/ companies to acquire shares of certain
No written comments were solicited rules/sro.shtml). Copies of the registered open-end investment
or received with respect to the proposed submission, all subsequent companies, registered closed-end
rule change. amendments, all written statements investment companies, business
III. Date of Effectiveness of the with respect to the proposed rule development companies, as defined in
Proposed Rule Change and Timing for change that are filed with the section 2(a)(48) of the Act, and unit
Commission Action Commission, and all written investment trusts (collectively,
communications relating to the ‘‘Underlying Funds’’) that are within
The foregoing rule change is effective proposed rule change between the and outside the same group of
upon filing pursuant to Section Commission and any person, other than investment companies as the acquiring
19(b)(3)(A) 11 of the Act and those that may be withheld from the investment companies, in excess of the
subparagraph (f)(2) of Rule 19b–4 12 limits in section 12(d)(1) of the Act; and
public in accordance with the
thereunder, because it establishes a due, (b) permit certain registered open-end
provisions of 5 U.S.C. 552, will be
fee, or other charge imposed by the management investment companies
available for Web site viewing and relying on rule 12d1–2 under the Act to
Exchange. printing in the Commission’s Public invest in certain financial instruments.
At any time within 60 days of the Reference Room, 100 F Street NE., Applicants: Aspiriant Trust, a
filing of such proposed rule change, the Washington, DC 20549 on official Delaware statutory trust that is
Commission summarily may business days between the hours of registered under the Act as an open-end
temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of such management investment company with
it appears to the Commission that such filing also will be available for multiple series; Aspiriant, LLC, a
action is necessary or appropriate in the inspection and copying at the principal Delaware limited liability company that
public interest, for the protection of office of the Exchange. All comments is registered as an investment adviser
investors, or otherwise in furtherance of received will be posted without change; under the Investment Advisers Act of
the purposes of the Act. If the the Commission does not edit personal 1940; and UMB Distribution Services,
Commission takes such action, the identifying information from LLC, a Wisconsin limited liability
Commission shall institute proceedings submissions. You should submit only company that is registered as a broker-
under Section 19(b)(2)(B) 13 of the Act to information that you wish to make dealer under the Securities Exchange
determine whether the proposed rule available publicly. All submissions Act of 1934 and is a member of the
change should be approved or should refer to File Number SR– Financial Industry Regulatory
disapproved. NYSEArca–2017–51, and should be Authority.
submitted on or before June 7, 2017. Filing Dates: The application was
IV. Solicitation of Comments filed on May 20, 2015, and amended on
For the Commission, by the Division of September 3, 2015, March 16, 2016,
Interested persons are invited to Trading and Markets, pursuant to delegated September 26, 2016, September 27,
submit written data, views, and authority.14 2016, and March 13, 2017.
arguments concerning the foregoing, Eduardo A. Aleman, Hearing or Notification of Hearing: An
including whether the proposed rule Assistant Secretary. order granting the requested relief will
nlaroche on DSK30NT082PROD with NOTICES

change is consistent with the Act. [FR Doc. 2017–09933 Filed 5–16–17; 8:45 am] be issued unless the Commission orders
Comments may be submitted by any of a hearing. Interested persons may
BILLING CODE 8011–01–P
the following methods: request a hearing by writing to the
Commission’s Secretary and serving
11 15 U.S.C. 78s(b)(3)(A). applicants with a copy of the request,
12 17 CFR 240.19b–4(f)(2). personally or by mail. Hearing requests
13 15 U.S.C. 78s(b)(2)(B). 14 17 CFR 200.30–3(a)(12). should be received by the Commission

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Document Created: 2017-05-17 01:42:05
Document Modified: 2017-05-17 01:42:05
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on May 20, 2015, and amended on September 3, 2015, March 16, 2016, September 26, 2016, September 27, 2016, and March 13, 2017.
Contact		Kieran G. Brown, Senior Counsel, at (202) 551-6773, or David Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 22689