[Federal Register Volume 82, Number 94 (Wednesday, May 17, 2017)]
[Notices]
[Pages 22689-22690]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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