[Federal Register Volume 85, Number 136 (Wednesday, July 15, 2020)]
[Notices]
[Pages 42962-42964]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-15297]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33924; File No. 812-15051]


Aspiriant Defensive Allocation Fund and Aspiriant LLC

July 10, 2020.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of application \1\ for an order under sections 6(c) and 
23(c)(3) of the Investment Company Act of 1940 (the ``Act'') for an 
exemption from rule 23c-3 under the Act.
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    \1\ The notice is being reissued solely because the original 
notice inadvertently was not published in the Federal Register.

Summary of Application:  Applicants request an order under sections 
6(c) and 23(c)(3) of the Act for an exemption from certain provisions 
of rule 23c-3 to permit certain registered closed-end investment 
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companies to make repurchase offers on a monthly basis.

Applicants:  Aspiriant Defensive Allocation Fund (the ``Fund'') and 
Aspiriant LLC (the ``Adviser'').

Filing Dates:  The application was filed on July 26, 2019 and amended 
on April 10, 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 Secretarys-Office@sec.gov and serving applicants with a 
copy of the request, personally or by mail. Hearing requests should be 
received by the Commission by 5:30 p.m. on July 30, 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 Secretarys-Office@sec.gov.

ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: 
Benjamin D. Schmidt, Aspiriant LLC, 111 East Kilbourne Avenue, Suite 
1700, Milwaukee, WI 53202.

FOR FURTHER INFORMATION CONTACT: Stephan N. Packs, Senior Counsel, at 
(202) 551-6853, or David J. Marcinkus, Branch Chief, at (202) 551-6825 
(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 for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. The Fund is a Delaware statutory trust that filed for 
registration under the Act on October 22, 2019 as a diversified, 
closed-end management investment company that will be operated as an 
interval fund. The Adviser is a Delaware limited liability company and 
is registered as an investment adviser under the Investment Advisers 
Act of 1940. The Adviser serves as investment adviser to the Fund.
    2. Applicants request that any relief granted also apply to any 
registered closed-end management investment company that operates as an 
interval fund pursuant to rule 23c-3 for which the Adviser or any 
entity controlling, controlled by, or under common control with the 
Adviser, or any successor in interest to any such entity,\2\ acts as 
investment adviser (the ``Future Funds,'' and together with the Fund, 
the ``Funds,'' and each, individually, a ``Fund'').\3\ The Fund's 
common shares are not offered or traded in the secondary market and are 
not listed on any exchange or quoted on any quotation medium.
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    \2\ A successor in interest is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
    \3\ All entities currently intending to rely on the requested 
relief have been named as applicants. Any entity that relies on the 
requested order in the future will do so only in accordance with the 
terms and conditions of the application.
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    3. Applicants request an order to permit each Fund to offer to 
repurchase a portion of its common shares at one-month intervals, 
rather than the three, six, or twelve-month intervals specified by rule 
23c-3.
    4. Each Fund will disclose in its prospectus and annual reports its 
fundamental policy to make monthly offers to repurchase a portion of 
its common shares at net asset value, less deduction of a repurchase 
fee, if any, as permitted by rule 23c-3(b)(1). The fundamental policy 
will be changeable only by a majority vote of the holders of such 
Fund's outstanding voting securities. Under the fundamental policy, the 
repurchase offer amount will be determined by the board of trustees of 
the applicable Fund (``Board'') prior to each repurchase offer. Each 
Fund will comply with rule 23c-3(b)(8)'s requirements with respect to 
its trustees who are not interested persons of such Fund, within the 
meaning of section 2(a)(19) of the Act (``Disinterested Trustees'') and 
their legal counsel. Each Fund will make monthly offers to repurchase 
not less than 5% of its outstanding shares at the time of the 
repurchase request deadline. The repurchase offer amounts for the then-
current monthly period, plus the repurchase offer amounts for the two 
monthly periods immediately preceding the then-current monthly period, 
will not exceed 25% of the outstanding common shares of the applicable 
Fund.
    5. Each Fund's fundamental policies will specify the means to 
determine the repurchase request deadline and the maximum number of 
days between each repurchase request deadline and the repurchase 
pricing date. Each Fund's repurchase pricing date normally will be the 
same date as the repurchase request deadline and pricing will be 
determined after close of business on that date.
    6. Pursuant to rule 23c-3(b)(1), each Fund will repurchase shares 
for cash on or before the repurchase payment deadline, which will be no 
later than seven calendar days after the repurchase pricing date. The 
Fund (and any Future Fund) currently intends to make payment by the 
fifth business day or seventh calendar day (whichever period is 
shorter) following the repurchase pricing date. Each Fund will make 
payment for shares repurchased in the previous month's repurchase offer 
at least five business days before sending notification of the next 
repurchase offer. The Fund intends to, and a Future Fund may, deduct a 
repurchase fee in an amount not to exceed 2% from the repurchase 
proceeds payable to tendering shareholders, in compliance with rule 
23c-3(b)(1).
    7. Each Fund will provide common shareholders with notification of 
each repurchase offer no less than seven days

[[Page 42963]]

and no more than fourteen days prior to the repurchase request 
deadline. The notification will include all information required by 
rule 23c-3(b)(4)(i). Each Fund will file the notification and the Form 
N-23c-3 with the Commission within three business days after sending 
the notification to its respective common shareholders.
    8. The Funds will not suspend or postpone a repurchase offer except 
pursuant to the vote of a majority of its Trustees, including a 
majority of its Disinterested Trustees, and only under the limited 
circumstances specified in rule 23c-3(b)(3)(i). The Funds will not 
condition a repurchase offer upon tender of any minimum amount of 
shares. In addition, each Fund will comply with the pro ration and 
other allocation requirements of rule 23c-3(b)(5) if common 
shareholders tender more than the repurchase offer amount. Further, 
each Fund will permit tenders to be withdrawn or modified at any time 
until the repurchase request deadline, but will not permit tenders to 
be withdrawn or modified thereafter.
    9. From the time a Fund sends its notification to shareholders of 
the repurchase offer until the repurchase pricing date, a percentage of 
such Fund's assets equal to at least 100% of the repurchase offer 
amount will consist of: (a) Assets that can be sold or disposed of in 
the ordinary course of business at approximately the price at which 
such Fund has valued such investment within a period equal to the 
period between the repurchase request deadline and the repurchase 
payment deadline; or (b) assets that mature by the next repurchase 
payment deadline. In the event the assets of a Fund fail to comply with 
this requirement, the Board will cause such Fund to take such action as 
it deems appropriate to ensure compliance.
    10. In compliance with the asset coverage requirements of section 
18 of the Act, any senior security issued by, or other indebtedness of, 
a Fund will either mature by the next repurchase pricing date or 
provide for such Fund's ability to call, repay or redeem such senior 
security or other indebtedness by the next repurchase pricing date, 
either in whole or in part, without penalty or premium, as necessary to 
permit that Fund to complete the repurchase offer in such amounts 
determined by its Board.
    11. The Board of each Fund will adopt written procedures to ensure 
that such Fund's portfolio assets are sufficiently liquid so that it 
can comply with its fundamental policy on repurchases and the liquidity 
requirements of rule 23c-3(b)(10)(i). The Board of each Fund will 
review the overall composition of the portfolio and make and approve 
such changes to the procedures as it deems necessary.

Applicants' Legal Analysis

    1. 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 provision of the Act or 
rule thereunder, if and to the extent that 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.
    2. Section 23(c) of the Act provides in relevant part that no 
registered closed-end investment company shall purchase any securities 
of any class of which it is the issuer except: (a) On a securities 
exchange or other open market; (b) pursuant to tenders, after 
reasonable opportunity to submit tenders given to all holders of 
securities of the class to be purchased; or (c) under such other 
circumstances as the Commission may permit by rules and regulations or 
orders for the protection of investors.
    3. Rule 23c-3 under the Act permits a registered closed-end 
investment company to make repurchase offers for its common stock at 
net asset value at periodic intervals pursuant to a fundamental policy 
of the investment company. ``Periodic interval'' is defined in rule 
23c-3(a)(1) as an interval of three, six, or twelve months. Rule 23c-
3(b)(4) requires that notification of each repurchase offer be sent to 
shareholders no less than 21 calendar days and no more than 42 calendar 
days before the repurchase request deadline.
    4. Applicants request an order pursuant to sections 6(c) and 23(c) 
of the Act exempting them from rule 23c-3(a)(1) to the extent necessary 
to permit the Funds to make monthly repurchase offers. Applicants also 
request an exemption from the notice provisions of rule 23c-3(b)(4) to 
the extent necessary to permit each Fund to send notification of an 
upcoming repurchase offer to shareholders at least seven days but no 
more than fourteen calendar days in advance of the repurchase request 
deadline.
    5. Applicants contend that monthly repurchase offers are in the 
public interest and in the common shareholders' interests and 
consistent with the policies underlying rule 23c-3. Applicants assert 
that monthly repurchase offers will provide investors with more 
liquidity than quarterly repurchase offers. Applicants assert that 
shareholders will be better able to manage their investments and plan 
transactions, because if they decide to forego a repurchase offer, they 
will only need to wait one month for the next offer. Applicants also 
contend that the portfolio of each Fund will be managed to provide 
ample liquidity for monthly repurchase offers.
    6. Applicants propose to send notification to shareholders at least 
seven days, but no more than fourteen calendar days, in advance of a 
repurchase request deadline. Applicants assert that, because the Fund 
(and any Future Fund) currently intends to make payment on the fifth 
business day or seventh calendar day (whichever period is shorter) 
following the repurchase pricing date, the entire procedure will be 
completed before the next notification is sent out to shareholders, 
thus avoiding any overlap. Applicants believe that these procedures 
will eliminate any possibility of investor confusion. Applicants also 
state that monthly repurchase offers will be a fundamental feature of 
the Funds, and their prospectuses will provide a clear explanation of 
the repurchase program.
    7. Applicants submit that for the reasons given above the requested 
relief is appropriate in the public interest and is consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief shall 
be subject to the following conditions:
    1. The Fund (and any Future Fund relying on this relief) will make 
a repurchase offer pursuant to rule 23c-3(b) for a repurchase offer 
amount of not less than 5% in any one-month period. In addition, the 
repurchase offer amount for the then-current monthly period, plus the 
repurchase offer amounts for the two monthly periods immediately 
preceding the then-current monthly period, will not exceed 25% of the 
Fund's (or Future Fund's, as applicable) outstanding common shares. The 
Fund (and any Future Fund relying on this relief) may repurchase 
additional tendered shares pursuant to rule 23c-3(b)(5) only to the 
extent the percentage of additional shares so repurchased does not 
exceed 2% in any three-month period.
    2. Payment for repurchased shares will occur at least five business 
days before notification of the next repurchase offer is sent to 
shareholders of the Fund (or Future Fund relying on this relief).


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    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-15297 Filed 7-14-20; 8:45 am]
BILLING CODE 8011-01-P


