Aspiriant Trust, et al., 22689-22690 [2017-09934]

Download as PDF Federal Register / Vol. 82, No. 94 / Wednesday, May 17, 2017 / Notices alternative trading systems that have been exempted from compliance with the statutory standards applicable to exchanges. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their order routing practices, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. As a result of all of these considerations, the Exchange does not believe that the proposed changes will impair the ability of ETP Holders or competing order execution venues to maintain their competitive standing in the financial markets. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) 11 of the Act and subparagraph (f)(2) of Rule 19b–4 12 thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) 13 of the Act to determine whether the proposed rule change should be approved or disapproved. nlaroche on DSK30NT082PROD with NOTICES IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(2). 13 15 U.S.C. 78s(b)(2)(B). Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2017–51 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2017–51. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2017–51, and should be submitted on or before June 7, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–09933 Filed 5–16–17; 8:45 am] BILLING CODE 8011–01–P 11 15 12 17 VerDate Sep<11>2014 15:18 May 16, 2017 14 17 Jkt 241001 PO 00000 CFR 200.30–3(a)(12). Frm 00047 Fmt 4703 Sfmt 4703 22689 SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32634; File No. 812–14467] Aspiriant Trust, et al. May 11, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: 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 brokerdealer 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 E:\FR\FM\17MYN1.SGM 17MYN1 22690 Federal Register / Vol. 82, No. 94 / Wednesday, May 17, 2017 / Notices 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 nlaroche on DSK30NT082PROD with NOTICES 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 closedend 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’’). VerDate Sep<11>2014 15:18 May 16, 2017 Jkt 241001 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. 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 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. PO 00000 Frm 00048 Fmt 4703 Sfmt 4703 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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–80660; File No. SR–Phlx– 2017–33] Self-Regulatory Organizations; NASDAQ PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 3317 To Modify the Date of Appendix B Web Site Data Publication May 11, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 28, 2017, NASDAQ PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. E:\FR\FM\17MYN1.SGM 17MYN1

Agencies

[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