Correspondence 0001133228-22-007325 from John Hancock Exchange-Traded Fund Trust (CIK 0001478482)
John Hancock Exchange-Traded Fund Trust (CIK 0001478482)
Date: Dec. 8, 2022 · CIK: 0001478482 · Accession: 0001133228-22-007325
AI Filing Summary & Sentiment
File numbers found in text: 333-183173, 811-22733
Letter
VIA EDGAR Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonny Oh Re: John Hancock Exchange-Traded Fund Trust (the “Registrant”) — File Nos. 333-183173 and 811-22733; Amendment to Registration Statement on Form N-1A
Dear Mr. Oh:
On behalf of the Registrant, I submit this letter in response to comments received by telephone on November 4, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to Post-effective Amendment No. 52 under the Securities Act of 1933, as amended, and Amendment No. 55 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registrant’s Registration Statement on Form N-1A, filed with the SEC on September 22, 2022, accession no. 0001133228-22-006526 (the “Registration Statement”) relating to the registration of John Hancock International High Dividend ETF (the “Fund”), a new series of the Registrant.
For convenience, I have set forth each comment below, followed by the Registrant’s response. Unless otherwise stated, capitalized terms have the same meaning as in the Registration Statement.
General Comments
1. Comment - The Staff notes that certain information is missing from the Registration Statement. Please include all missing information in the definitive filing. Please note that the Staff may have additional comments on the supplemental materials.
Response – The Registrant respectfully acknowledges the comment and has included all missing information in the definitive filing.
2. Comment – Please provide for the Staff’s review the completed fee table under “Fund summary — Fees and expenses” and expense example table under “Fund summary — Expense example” as part of this letter.
Response – The fee table and expense example table for the Fund is included in Appendix A to this letter.
December 8, 2022
Page 2
Prospectus
3. Comment – Under “Fund summary — Fees and expenses — Annual Fund Operating Expenses,” in footnote 2, please confirm that the duration of both contractual waivers will be in effect for at least a one-year period from the date of effectiveness of the registration statement. Please also disclose, if applicable, whether the adviser may recoup expenses, and if so, disclose the time period and that recoupment may only occur if it does not result in an expense ratio that exceeds the expense cap in place at the time of both the waiver and recoupment.
Response – The Registrant confirms that any contractual waivers will be in effect for at least one year from the date of effectiveness, and further notes that waived or reimbursed expenses are not subject to recoupment by the adviser.
4. Comment – Under “Fund summary — Fees and expenses — Annual Fund Operating Expenses,” in footnote 2, please provide more detail regarding the terms of the second waiver. If this waiver is not expected to be triggered in the first year, then it should not be disclosed in the footnote but can be disclosed under “Fund details — Additional information about fund expenses.” Please also confirm whether the “Fund details — Additional information about fund expenses” section of the prospectus includes a description of a third waiver appliable to the Fund or whether it includes greater detail regarding the second waiver described in footnote 2. If the latter, please explain why the “Fund details — Additional information about fund expenses” section of prospectus does not include additional detail regarding the first waiver described in footnote 2.
Response – The Registrant confirms that the second waiver described in footnote 2 is expected to be triggered in the first year. The Registrant has included additional disclosure regarding the second waiver in footnote 2 under “Fund summary — Fees and expenses — Annual Fund Operating Expenses” as follows:
The advisor also contractually agrees to waive a portion of its management fee and/or reimburse expenses for the fund and certain other John Hancock funds according to an asset level breakpoint schedule that is based on the aggregate net assets of all the funds participating in the waiver or reimbursement, including the fund (the participating portfolios). This waiver equals, on an annualized basis, 0.0100% of that portion of the aggregate net assets of all the participating portfolios that exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating portfolios that exceeds $125 billion but is less than or equal to $150 billion; 0.0150% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion but is less than or equal to $175 billion; 0.0175% of that portion of the aggregate net assets of all the participating portfolios that exceeds $175 billion but is less than or equal to $200 billion; 0.0200% of that portion of the aggregate net assets of all the participating portfolios that exceeds $200 billion but is less than or equal to $225 billion; and 0.0225% of that portion of the aggregate net assets of all the participating portfolios that exceeds $225 billion. This waiver is allocated proportionally among the participating funds.
December 8, 2022
Page 3
Accordingly, the Registrant has also removed the following additional disclosure regarding the second waiver under “Fund details — Additional information about fund expenses”:
As may be described in “Fund summary — Fees and expenses” on page 1 of this prospectus, the advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock funds complex, including the fund (the participating portfolios). The waiver equals, on an annualized basis, 0.0100% of that portion of the aggregate net assets of all the participating portfolios that exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating portfolios that exceeds $125 billion but is less than or equal to $150 billion; 0.0150% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion but is less than or equal to $175 billion; 0.0175% of that portion of the aggregate net assets of all the participating portfolios that exceeds $175 billion but is less than or equal to $200 billion; 0.0200% of that portion of the aggregate net assets of all the participating portfolios that exceeds $200 billion but is less than or equal to $225 billion; and 0.0225% of that portion of the aggregate net assets of all the participating portfolios that exceeds $225 billion. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each participating portfolio. This agreement expires on July 31, 2024, unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.
5. Comment – Under “Fund summary — Expense example,” in the second sentence of the first paragraph, please revise the phrase “assuming you redeem all of your shares” to read “assuming you hold or redeem all of your shares.”
Response – The Registrant respectfully submits that the current disclosure is identical to the language provided in Item 3 of Form N-1A. Therefore, the Registrant respectfully declines to make any changes in response to this comment.
6. Comment – Under “Fund summary — Expense example,” the third sentence of the first paragraph, states as follows: “The example assumes a 5% average annual return and that fund expenses will not change over the periods.” Please disclose that the first year reflects the waivers in place.
Response – The Registrant supplementally confirms that the expense example reflects the effect of contractual fee limitations only for the periods described in the fee table, as permitted by Item 3, Instruction 4(a). However, as Form N-1A does not require disclosure related to this approach, the Registrant respectfully declines to make any changes in response to this comment.
7. Comment – The disclosure under “Fund summary — Principal investment strategies” states that “[t]he manager will consider, but is not limited to, MSCI market classifications in determining whether a country is a developed market country.” Please provide additional detail regarding the factors or standards other than MSCI classification that the adviser may consider when determining whether a country is a developed market country.
December 8, 2022
Page 4
Response – The Registrant has reviewed disclosure under “Fund summary — Principal investment strategies” and believes that it accurately describes the method the Fund uses to determine whether a country is a developed market country. The Registrant respectfully declines to make any changes in response to this comment.
8. Comment – The disclosure under “Fund summary — Principal investment strategies” states that “[d]ividend-paying non-U.S. developed market equity securities in which the fund may invest include common and preferred stocks, convertible securities, rights, warrants, and real estate investment trusts (“REITs”) (or their local equivalents).” With respect to “rights,” please add corresponding risk disclosure under “Fund summary — Principal risks.”
Response – The Registrant respectfully notes that it believes its disclosure under “Fund summary — Principal risks — Warrants Risk” also covers the risks associated with “rights” referenced in the “Fund summary — Principal investment strategies.” Accordingly, the Registrant respectfully declines to make any changes in response to this comment at this time.
9. Comment – The disclosure under “Fund summary — Principal investment strategies” states that “[d]uring the optimization process, security factors and portfolio factors are evaluated to optimize weights.” Please revise this sentence using plain English and provide additional detail under “Fund summary — Principal investment strategies” or “Fund details — Principal investment strategies” regarding the optimization process.
Response – The Registrant respectfully declines to make this change. The Registrant notes that additional disclosure regarding the optimization process is appropriately placed in the “Fund details — Principal investment strategies” section pursuant to Item 9(b)(1), Instruction 1, of Form N-1A.
10. Comment – The disclosure under “Fund summary — Principal investment strategies” states that “[w]hile the fund manages risk by investing in securities across a broad range of industries and market sectors, the fund may at times focus its investments in a particular sector or sectors of the non-U.S. equity markets.” To the extent that the Fund is anticipated to focus or concentrate in a specific sector, please consider including additional risk disclosure in “Sector risk” under “Fund summary – Principal risks.” If the Fund is not anticipated to focus or concentrate in a specific sector, please consider specifying the maximum percentage that may be invested in a particular sector or sectors. Alternatively, if this is not a principal investment strategy of the Fund, please remove the referenced disclosure under “Fund summary — Principal investment strategies” and the corresponding disclosure under “Fund summary — Principal risks.”
Response – The Registrant notes that the Fund does not intend to focus its investments in any specific sector on an ongoing basis and there is no specific maximum percentage of what may be invested in a particular sector contemplated. Therefore, the Registrant respectfully declines to make any changes in response to this comment.
11. Comment – Under “Fund summary — Principal risks,” the Staff notes that the principal risks appear in alphabetical order. Please reorder the risks to prioritize the risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. Please note that after listing the most significant risks to the Fund, the remaining risks may be alphabetized. See Dalia Blass, Keynote Address – ICI Securities Law Developments Conference, October 25, 2018, available at: https://www.sec.gov/news/speech/speech-blass-102518# and ADI-2019-08 - Improving Principal Risks Disclosure.
December 8, 2022
Page 5
Response – The Registrant respectfully submit
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CORRESP
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December 8, 2022
VIA EDGAR
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sonny Oh
Re:
John Hancock Exchange-Traded Fund Trust (the
“Registrant”) — File Nos. 333-183173 and 811-22733; Amendment to Registration Statement on Form N-1A
Dear Mr. Oh:
On behalf of the Registrant,
I submit this letter in response to comments received by telephone on November 4, 2022, from the staff (the “Staff”) of the
Securities and Exchange Commission (the “SEC”) with respect to Post-effective Amendment No. 52 under the Securities Act of
1933, as amended, and Amendment No. 55 under the Investment Company Act of 1940, as amended (the “1940 Act”), to the Registrant’s
Registration Statement on Form N-1A, filed with the SEC on September 22, 2022, accession no. 0001133228-22-006526 (the “Registration
Statement”) relating to the registration of John Hancock International High Dividend ETF (the “Fund”), a new series
of the Registrant.
For convenience, I have set
forth each comment below, followed by the Registrant’s response. Unless otherwise stated, capitalized terms have the same meaning
as in the Registration Statement.
General Comments
1. Comment
- The Staff notes that certain information is missing from the Registration Statement.
Please include all missing information in the definitive filing. Please note that the Staff
may have additional comments on the supplemental materials.
Response – The Registrant
respectfully acknowledges the comment and has included all missing information in the definitive filing.
2. Comment
– Please provide for the Staff’s review the completed fee table under “Fund
summary — Fees and expenses” and expense example table under “Fund summary
— Expense example” as part of this letter.
Response – The fee table and
expense example table for the Fund is included in Appendix A to this letter.
December
8, 2022
Page 2
Prospectus
3. Comment
– Under “Fund summary — Fees and expenses — Annual Fund Operating
Expenses,” in footnote 2, please confirm that the duration of both contractual waivers
will be in effect for at least a one-year period from the date of effectiveness of the registration
statement. Please also disclose, if applicable, whether the adviser may recoup expenses,
and if so, disclose the time period and that recoupment may only occur if it does not result
in an expense ratio that exceeds the expense cap in place at the time of both the waiver
and recoupment.
Response – The Registrant
confirms that any contractual waivers will be in effect for at least one year from the date of effectiveness, and further notes that
waived or reimbursed expenses are not subject to recoupment by the adviser.
4. Comment
– Under “Fund summary — Fees and expenses — Annual Fund Operating
Expenses,” in footnote 2, please provide more detail regarding the terms of the second
waiver. If this waiver is not expected to be triggered in the first year, then it should
not be disclosed in the footnote but can be disclosed under “Fund details — Additional
information about fund expenses.” Please also confirm whether the “Fund details
— Additional information about fund expenses” section of the prospectus includes
a description of a third waiver appliable to the Fund or whether it includes greater detail
regarding the second waiver described in footnote 2. If the latter, please explain why the
“Fund details — Additional information about fund expenses” section of
prospectus does not include additional detail regarding the first waiver described in footnote
2.
Response – The Registrant
confirms that the second waiver described in footnote 2 is expected to be triggered in the first year. The Registrant has included additional
disclosure regarding the second waiver in footnote 2 under “Fund summary — Fees and expenses — Annual Fund Operating
Expenses” as follows:
The advisor also contractually agrees
to waive a portion of its management fee and/or reimburse expenses for the fund and certain other John Hancock funds according to an
asset level breakpoint schedule that is based on the aggregate net assets of all the funds participating in the waiver or reimbursement,
including the fund (the participating portfolios). This waiver equals, on an annualized basis, 0.0100% of that portion of the aggregate
net assets of all the participating portfolios that exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion
of the aggregate net assets of all the participating portfolios that exceeds $125 billion but is less than or equal to $150 billion;
0.0150% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion but is less than or
equal to $175 billion; 0.0175% of that portion of the aggregate net assets of all the participating portfolios that exceeds $175 billion
but is less than or equal to $200 billion; 0.0200% of that portion of the aggregate net assets of all the participating portfolios that
exceeds $200 billion but is less than or equal to $225 billion; and 0.0225% of that portion of the aggregate net assets of all the participating
portfolios that exceeds $225 billion. This waiver is allocated proportionally among the participating funds.
2
December
8, 2022
Page 3
Accordingly, the Registrant has also removed
the following additional disclosure regarding the second waiver under “Fund details — Additional information about fund expenses”:
As may be described in “Fund summary
— Fees and expenses” on page 1 of this prospectus, the advisor has contractually agreed to waive a portion of its management
fee and/or reimburse expenses for certain funds of the John Hancock funds complex, including the fund (the participating portfolios).
The waiver equals, on an annualized basis, 0.0100% of that portion of the aggregate net assets of all the participating portfolios that
exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating
portfolios that exceeds $125 billion but is less than or equal to $150 billion; 0.0150% of that portion of the aggregate net assets of
all the participating portfolios that exceeds $150 billion but is less than or equal to $175 billion; 0.0175% of that portion of the
aggregate net assets of all the participating portfolios that exceeds $175 billion but is less than or equal to $200 billion; 0.0200%
of that portion of the aggregate net assets of all the participating portfolios that exceeds $200 billion but is less than or equal to
$225 billion; and 0.0225% of that portion of the aggregate net assets of all the participating portfolios that exceeds $225 billion.
The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net
assets of each participating portfolio. This agreement expires on July 31, 2024, unless renewed by mutual agreement of the fund and the
advisor based upon a determination that this is appropriate under the circumstances at that time.
5. Comment
– Under “Fund summary — Expense example,” in the second sentence
of the first paragraph, please revise the phrase “assuming you redeem all of your shares”
to read “assuming you hold or redeem all of your shares.”
Response – The Registrant
respectfully submits that the current disclosure is identical to the language provided in Item 3 of Form N-1A. Therefore, the Registrant
respectfully declines to make any changes in response to this comment.
6. Comment
– Under “Fund summary — Expense example,” the third sentence
of the first paragraph, states as follows: “The example assumes a 5% average annual
return and that fund expenses will not change over the periods.” Please disclose that
the first year reflects the waivers in place.
Response – The Registrant
supplementally confirms that the expense example reflects the effect of contractual fee limitations only for the periods described in
the fee table, as permitted by Item 3, Instruction 4(a). However, as Form N-1A does not require disclosure related to this approach,
the Registrant respectfully declines to make any changes in response to this comment.
7. Comment
– The disclosure under “Fund summary — Principal investment strategies”
states that “[t]he manager will consider, but is not limited to, MSCI market classifications
in determining whether a country is a developed market country.” Please provide additional
detail regarding the factors or standards other than MSCI classification that the adviser
may consider when determining whether a country is a developed market country.
3
December
8, 2022
Page 4
Response – The Registrant
has reviewed disclosure under “Fund summary — Principal investment strategies” and believes that it accurately describes
the method the Fund uses to determine whether a country is a developed market country. The Registrant respectfully declines to make any
changes in response to this comment.
8. Comment
– The disclosure under “Fund summary — Principal investment strategies”
states that “[d]ividend-paying non-U.S. developed market equity securities in which
the fund may invest include common and preferred stocks, convertible securities, rights,
warrants, and real estate investment trusts (“REITs”) (or their local equivalents).”
With respect to “rights,” please add corresponding risk disclosure under “Fund
summary — Principal risks.”
Response – The Registrant
respectfully notes that it believes its disclosure under “Fund summary — Principal risks — Warrants Risk” also
covers the risks associated with “rights” referenced in the “Fund summary — Principal investment strategies.”
Accordingly, the Registrant respectfully declines to make any changes in response to this comment at this time.
9. Comment
– The disclosure under “Fund summary — Principal investment strategies”
states that “[d]uring the optimization process, security factors and portfolio factors
are evaluated to optimize weights.” Please revise this sentence using plain English
and provide additional detail under “Fund summary — Principal investment strategies”
or “Fund details — Principal investment strategies” regarding the optimization
process.
Response – The Registrant
respectfully declines to make this change. The Registrant notes that additional disclosure regarding the optimization process is appropriately
placed in the “Fund details — Principal investment strategies” section pursuant to Item 9(b)(1), Instruction 1, of
Form N-1A.
10. Comment
– The disclosure under “Fund summary — Principal investment strategies”
states that “[w]hile the fund manages risk by investing in securities across a broad
range of industries and market sectors, the fund may at times focus its investments in a
particular sector or sectors of the non-U.S. equity markets.” To the extent that the
Fund is anticipated to focus or concentrate in a specific sector, please consider including
additional risk disclosure in “Sector risk” under “Fund summary –
Principal risks.” If the Fund is not anticipated to focus or concentrate in a specific
sector, please consider specifying the maximum percentage that may be invested in a particular
sector or sectors. Alternatively, if this is not a principal investment strategy of the Fund,
please remove the referenced disclosure under “Fund summary — Principal investment
strategies” and the corresponding disclosure under “Fund summary — Principal
risks.”
Response – The Registrant
notes that the Fund does not intend to focus its investments in any specific sector on an ongoing basis and there is no specific maximum
percentage of what may be invested in a particular sector contemplated. Therefore, the Registrant respectfully declines to make any changes
in response to this comment.
11. Comment
– Under “Fund summary — Principal risks,” the Staff notes that
the principal risks appear in alphabetical order. Please reorder the risks to prioritize
the risks that are most likely to adversely affect the Fund’s net asset value, yield
and total return. Please note that after listing the most significant risks to the Fund,
the remaining risks may be alphabetized. See Dalia Blass, Keynote Address – ICI Securities Law Developments Conference,
October 25, 2018, available at: https://www.sec.gov/news/speech/speech-blass-102518# and ADI-2019-08 - Improving Principal Risks Disclosure.
4
December
8, 2022
Page 5
Response – The Registrant
respectfully submit