[Federal Register Volume 87, Number 9 (Thursday, January 13, 2022)]
[Notices]
[Pages 2187-2189]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00598]


=======================================================================
-----------------------------------------------------------------------

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.

-----------------------------------------------------------------------

[[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\
---------------------------------------------------------------------------

    \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 
---------------------------------------------------------------------------
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 [email protected] 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 [email protected].

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 
[email protected]. Applicants: Kinga Kapuscinski, Esq., John 
Hancock Investment Management LLC, [email protected].

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 http://www.sec.gov/search/search.htm 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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.

---------------------------------------------------------------------------

[[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 
---------------------------------------------------------------------------
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