Notice2022-00598
John Hancock Exchange-Traded Fund Trust, et al.
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 13, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 9 (Thursday, January 13, 2022)</title>
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[Federal Register Volume 87, Number 9 (Thursday, January 13, 2022)]
[Notices]
[Pages 2187-2189]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-00598]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34468; File No. 812-15235]
John Hancock Exchange-Traded Fund Trust, et al.
January 10, 2022.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
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[[Page 2188]]
Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (``Act'') for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the
Act, and under sections 6(c) and 17(b) of the Act for an exemption from
sections 17(a)(1) and 17(a)(2) of the Act, and under Section
12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act.
Applicants: John Hancock Exchange-Traded Fund Trust (the ``Trust''),
John Hancock Investment Management LLC (``John Hancock'') and Foreside
Fund Services, LLC.
Summary of Application: Applicants request an order (``Order'') that
permits: (a) The Funds (defined below) to issue shares (``Shares'')
redeemable in large aggregations only (``creation units''); (b)
secondary market transactions in Shares to occur at negotiated market
prices rather than at net asset value; (c) certain Funds to pay
redemption proceeds, under certain circumstances, more than seven days
after the tender of Shares for redemption; and (d) certain affiliated
persons of a Fund to deposit securities into, and receive securities
from, the Fund in connection with the purchase and redemption of
creation units. The relief in the Order would incorporate by reference
terms and conditions of the same relief of a previous order granting
the same relief sought by applicants, as that order may be amended from
time to time (``Reference Order'').\1\
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\1\ Fidelity Beach Street Trust, et al., Investment Company Act
Rel. Nos. 33683 (Nov. 14, 2019) (notice) and 33712 (Dec. 10, 2019)
(order). Applicants are not seeking relief under Section 12(d)(1)(J)
of the Act for an exemption from Sections 12(d)(1)(A) and
12(d)(1)(B) of the Act (the ``Section 12(d)(1) Relief''), and relief
under Sections 6(c) and 17(b) of the Act for an exemption from
Sections 17(a)(1) and 17(a)(2) of the Act relating to the Section
12(d)(1) Relief, except as necessary to allow a Fund's receipt of
Representative ETFs included in its Tracking Basket solely for
purposes of effecting transactions in Creation Units (as these terms
are defined in the Reference Order), notwithstanding the limits of
Rule 12d1-4(b)(3). Accordingly, to the extent the terms and
conditions of the Reference Order relate to such relief, they are
not incorporated by reference herein other than with respect to such
limited exception.
Filing Date: The application was filed on June 2, 2021 and amended on
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July 16, 2021 and December 20, 2021.
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 <a href="/cdn-cgi/l/email-protection#6a390f09180f1e0b18131947250c0c03090f2a190f09440d051c"><span class="__cf_email__" data-cfemail="fead9b9d8c9b8a9f8c878dd3b19898979d9bbe8d9b9dd0999188">[email protected]</span></a> 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 February 4, 2022, and should be
accompanied by proof of service on 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 <a href="/cdn-cgi/l/email-protection#c390a6a0b1a6b7a2b1bab0ee8ca5a5aaa0a683b0a6a0eda4acb5"><span class="__cf_email__" data-cfemail="3261575140574653404b411f7d54545b5157724157511c555d44">[email protected]</span></a>.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission,
<a href="/cdn-cgi/l/email-protection#c291a7a1b0a7b6a3b0bbb1ef8da4a4aba1a782b1a7a1eca5adb4"><span class="__cf_email__" data-cfemail="2e7d4b4d5c4b5a4f5c575d03614848474d4b6e5d4b4d00494158">[email protected]</span></a>. Applicants: Kinga Kapuscinski, Esq., John
Hancock Investment Management LLC, <a href="/cdn-cgi/l/email-protection#c1aaaaa0b1b4b2a2a8afb2aaa881aba9a0afa2aea2aaefa2aeac"><span class="__cf_email__" data-cfemail="ed86868c9d989e8e84839e8684ad87858c838e828e86c38e8280">[email protected]</span></a>.
FOR FURTHER INFORMATION CONTACT: Keri E. Riemer, Senior Counsel, at
(202) 551-8695 or Marc Mehrespand, 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 <a href="http://www.sec.gov/search/search.htm">http://www.sec.gov/search/search.htm</a> or by calling (202) 551-8090.
Applicants
1. The Trust is a business trust organized under the laws of
Massachusetts and will consist of one or more series operating as a
Fund. The Trust is registered as an open-end management investment
company under the Act. Applicants seek relief with respect to Funds (as
defined below), including the initial Fund (the ``Initial Fund''). The
Funds will offer exchange-traded shares utilizing active management
investment strategies as contemplated by the Reference Order.\2\
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\2\ To facilitate arbitrage, among other things, each day a Fund
will publish a basket of securities and cash that, while different
from the Fund's portfolio, is designed to closely track its daily
performance.
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2. John Hancock, a Delaware limited liability company, will be the
investment adviser to the Initial Fund. Subject to approval by the
Trust's board of trustees, John Hancock or any entity controlling,
controlled by, or under common control with John Hancock (any such
entity included in the term ``Adviser''), will serve as investment
adviser to each Fund. John Hancock is, and any other Adviser will be,
registered as an investment adviser under the Investment Advisers Act
of 1940 (``Advisers Act''). John Hancock may enter into sub-advisory
agreements with other investment advisers to act as sub-advisers with
respect to the Funds (each, a ``Sub-Adviser''). Any Sub-Adviser to a
Fund will be registered under the Advisers Act.
3. Foreside Fund Services, LLC is a Delaware limited liability
company and a broker-dealer registered under the Securities Exchange
Act of 1934, as amended (the ``Exchange Act''), and will act as the
principal underwriter of shares of the Initial Fund. Applicants request
that the requested relief apply to any distributor of Shares, whether
affiliated or unaffiliated with the Adviser and/or Sub-Adviser
(included in the term ``Distributor''). Any Distributor will comply
with the terms and conditions of the Order.
Applicants' Requested Exemptive Relief
4. Applicants seek the requested Order under section 6(c) of the
Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e)
of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b)
of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the
Act and under Section 12(d)(1)(J) of the Act for an exemption from
Sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested Order
would permit applicants to offer Funds that operate as contemplated by
the Reference Order. Because the relief requested is the same as
certain of the relief granted by the Commission under the Reference
Order and because John Hancock or an affiliate has initially entered
into a licensing agreement with Fidelity Management & Research Company,
or an affiliate thereof, in order to offer Funds that operate as
contemplated by the Reference Order,\3\ the Order would incorporate by
reference the terms and conditions of the same relief of the Reference
Order.
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\3\ Certain aspects of how the Funds will operate (as described
in the Reference Order) are the intellectual property of Fidelity
Management & Research Company (or its affiliates).
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5. Applicants request that the Order apply to the Initial Fund and
to any other existing or future registered open-end management
investment company or series thereof that: (a) Is advised by John
Hancock or any Adviser; (b) offers exchange-traded shares utilizing
active management investment strategies as contemplated by the
Reference Order; and (c) complies with the terms and conditions of the
Order and the terms and conditions of the Reference Order that are
incorporated by reference into the Order (each such company or series
and the Initial Fund, a ``Fund'').\4\
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\4\ All entities that currently intend to rely on the Order are
named as applicants. Any other entity that relies on the Order in
the future will comply with the terms and conditions of the Order
and the terms and conditions of the Reference Order that are
incorporated by reference into the Order.
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[[Page 2189]]
6. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provisions of the Act, 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.
Section 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the transaction is consistent
with the policies of the registered investment company and the general
purposes of the Act. 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. Applicants submit that
for the reasons stated in the Reference Order the requested relief
meets the exemptive standards under sections 6(c), 17(b) and
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12(d)(1)(J) of the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00598 Filed 1-12-22; 8:45 am]
BILLING CODE 8011-01-P
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