18896 Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 

10 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Effective December 1, 2014, NASDAQ amended 

Rule 7027 to harmonize the treatment of aggregation 

of affiliate activity of affiliated members to be 

consistent with the rules governing NOM and 

PHLX. See Securities Exchange Act Release No. 

72966 (Sept. 3, 2014), 79 FR 53473 (Sept. 9, 2014) 

(SR–NASDAQ–2014–083). NOM and PHLX also 

amended their respective rules to harmonize the 

process by which it collects information from its 

members for purposes of aggregating member 

activity between its equity and options markets. See 

Securities Exchange Act Release Nos. 72967 (Sept. 

2, 2014), 79 FR 53471 (Sept. 9, 2014) (SR– 

NASDAQ–2014–082) and 72969 (Sept. 3, 2014), 79 

FR 53485 (Sept. 9, 2014) (SR–PHLX–2014–56). 

5See NASDAQ Rule 7027(a)(1). 

6See NASDAQ Rule 7027(a)(2). 

7See supra note 4. 

8See supra note 5. 

9For example, the Price List specifies whether 

quoting and trading activity relating to 

Supplemental Liquidity Provider activity may be 

aggregated. 

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–MIAX– 

2015–25, and should be submitted on or 

before April 29, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07961 Filed 4–7–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74641; File No. SR– 

NYSEMKT–2015–20] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending Its Price List 

To Specify That a Member 

Organization May Request That the 

Exchange Aggregate Its Eligible 

Activity With Activity of the Member 

Organization’s Affiliates for Purposes 

of Charges or Credits Based on 

Volume 

April 2, 2015. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on March 25, 

2015, NYSE MKT LLC (‘‘NYSE MKT’’ or 

the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Price List to specify that a member 

organization may request that the 

Exchange aggregate its eligible activity 

with activity of the member 

organization’s affiliates for purposes of 

charges or credits based on volume. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to specify that member 

organizations may request that the 

Exchange aggregate their eligible 

activity with activity of member 

organization’s affiliates for purposes of 

charges or credits based on volume. The 

proposed rule change is based on 

NASDAQ Stock Market LLC 

(‘‘NASDAQ’’) Rule 7027, NASDAQ 

Options Market LLC (‘‘NOM’’) Rules at 

Chapter XV, and the NASDAQ OMX 

PHLX LLC (‘‘PHLX’’) Pricing Schedule.4

As proposed, for purposes of applying 

any provision of the Exchange’s Price 

List where the charge assessed, or credit 

provided, by the Exchange depends on 

the volume of a member organization’s 

activity, a member organization may 

request that the Exchange aggregate its 

eligible activity with activity of such 

member organization’s affiliates. The 

Exchange further proposes that a 

member organization requesting 

aggregation of eligible affiliate activity 

would be required to (1) certify to the 

Exchange the affiliate status of member 

organizations whose activity it seeks to 

aggregate prior to receiving approval for 

aggregation, and (2) inform the 

Exchange immediately of any event that 

causes an entity to cease being an 

affiliate. The Exchange would review 

available information regarding the 

entities and reserves the right to request 

additional information to verify the 

affiliate status of an entity. As further 

proposed, the Exchange would approve 

a request, unless it determines that the 

certificate is not accurate.5

The Exchange also proposes that if 

two or more member organizations 

become affiliated on or prior to the 

sixteenth day of a month, and submit 

the required request for aggregation on 

or prior to the twenty-second day of the 

month, an approval of the request 

would be deemed to be effective as of 

the first day of that month. If two or 

more member organizations become 

affiliated after the sixteenth day of a 

month, or submit a request for 

aggregation after the twenty second day 

of the month, an approval of the request 

would be deemed to be effective as of 

the first day of the next calendar 

month.6 The Exchange believes that this 

requirement, which is also similar to 

requirements of other exchanges,7

would be a fair and objective way to 

apply the aggregation rule to fees and 

streamline the billing process. 

The Exchange further proposes to 

provide that for purposes of applying 

any provision of the Price List where the 

charge assessed, or credit provided, by 

the Exchange depends upon the volume 

of a member organization’s activity, 

references to an entity would be deemed 

to include the entity and its affiliates 

that have been approved for 

aggregation.8 The Exchange notes that 

its designated market makers (‘‘DMM’’) 

are subject to specified pricing on the 

Price List. For purposes of the Price List, 

a DMM may not aggregate its volume 

either with other units within the same 

member organization or affiliates of the 

member organization operating the 

DMM unit. In addition, the Exchange 

proposes to provide that member 

organizations may not aggregate volume 

where the Price List specifies that 

aggregation is not permitted.9


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 18897 

10See NASDAQ Rule 7027(c). 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(4) and (5). 

13See supra note 4. 14 15 U.S.C. 78f(b)(8). 

15The Exchange has fulfilled this requirement. 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). 

Finally, the Exchange proposes that 

for purposes of the Price List, the term 

‘‘affiliate’’ would mean any member 

organization under 75% common 

ownership or control of that member 

organization.10

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,11 in general, and 

furthers the objectives of Sections 

6(b)(4) and 6(b)(5) of the Act,12 in 

particular, because it provides for the 

equitable allocation of reasonable dues, 

fees, and other charges among member 

organizations and issuers and other 

persons using any facility or system 

with [sic] the Exchange operates or 

controls and because it is designed to 

prevent fraudulent and manipulative 

acts and practices, promote just and 

equitable principles of trade, remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and 

protect investors and the public interest. 

The Exchange further believes that the 

proposed rule change is reasonable 

because it establishes a manner for the 

Exchange to treat affiliated member 

organizations for purposes of assessing 

charges or credits that are based on 

volume. The provision is equitable 

because all member organizations 

seeking to aggregate their activity are 

subject to the same parameters, in 

accordance with a standard that 

recognizes an affiliation as of the 

month’s beginning or close in time to 

when the affiliation occurs, provided 

the member organization submits a 

timely request. Moreover, the proposed 

billing aggregation language, which 

would lower the Exchange’s 

administrative burden, is substantially 

similar to aggregation language adopted 

by other exchanges.13

The Exchange further notes that the 

proposal would serve to reduce 

disparity of treatment between member 

organizations with regard to the pricing 

of different services and reduce any 

potential for confusion on how activity 

can be aggregated. The Exchange 

believes that the proposed rule change 

avoids disparate treatment of member 

organizations that have divided their 

various business activities between 

separate corporate entities as compared 

to member organizations that operate 

those business activities within a single 

corporate entity. The Exchange further 

notes that the proposed rule change is 

reasonable and is designed to remove 

impediments to and perfect the 

mechanism of a free and open market by 

harmonizing the manner by which the 

Exchanges permits member 

organizations to aggregate volume with 

other exchanges. In particular, the 

Exchange notes that NASDAQ, PHLX 

and BX all have the same standard that 

the Exchange is proposing to adopt. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,14 the Exchange does not believe 

that the proposed rule change will 

impose any burden on intermarket or 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. As stated 

above, the proposed rule change, which 

applies equally to all member 

organizations, is intended to reduce the 

Exchange’s administrative burden in 

applying volume price discounts for 

firms which have requested aggregation 

with that of an affiliate member 

organization, and is substantially 

similar to rules adopted by other 

exchanges. Because the market for order 

execution and routing is extremely 

competitive, member organizations may 

readily opt to disfavor the Exchange if 

they believe that alternatives offer them 

better value. The Exchange does not 

believe the proposed changes will 

impair the ability of member 

organizations 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 

Because the foregoing rule does not (i) 

significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, provided that the selfregulatory organization has given the 

Commission written notice of its intent 

to file the proposed rule change at least 

five business days prior to the date of 

filing of the proposed rule change or 

such shorter time as designated by the 

Commission,15 the proposed rule 

change has become effective pursuant to 

Section 19(b)(3)(A) of the Act 16 and 

Rule 19b–4(f)(6) thereunder.17

At any time within 60 days of the 

filing of the 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 will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

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: 

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– 

NYSEMKT–2015–20 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–NYSEMKT–2015–20. 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 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
18898 Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 

18 17 CFR 200.30–3(a)(12). 

1All existing entities that intend to rely on the 

requested order have been named as applicants. 

Any other existing or future entity that 

subsequently relies on the order will comply with 

the terms and conditions of the order. A Fund of 

Funds (as defined below) may rely on the order 

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 the 

filing will also be available for 

inspection and copying at the NYSE’s 

principal office and on its Internet Web 

site at www.nyse.com. 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– 

NYSEMKT–2015–20 and should be 

submitted on or before April 29, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07969 Filed 4–7–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31546; File No. 812–13683] 

John Hancock Exchange-Traded Fund 

Trust, et al.; Notice of Application 

April 2, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (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. 

Summary of Application: Applicants 

request an order that would permit (a) 

series of certain open-end management 

investment companies 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 (‘‘NAV’’); 

(c) certain series to pay redemption 

proceeds, under certain circumstances, 

more than seven days after the tender of 

Shares for redemption; (d) certain 

affiliated persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Units; (e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

series to acquire Shares; and (f) certain 

series to perform creations and 

redemptions of Creation Units in-kind 

in a master-feeder structure. 

Applicants: John Hancock ExchangeTraded Fund Trust (‘‘Trust’’), John 

Hancock Advisers, LLC and John 

Hancock Investment Management 

Services, LLC (together, ‘‘John 

Hancock’’), and John Hancock Funds, 

LLC. 

Filing Dates: The application was 

filed on August 21, 2009, and amended 

on August 27, 2010, August 29, 2011, 

November 6, 2014, and March 17, 2015. 

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 

by 5:30 p.m. on April 27, 2015, 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 

writing to the Commission’s Secretary. 

ADDRESSES: The Commission: Secretary, 

U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: 601 Congress Street, Boston, 

MA 02210–2805. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel 

at (202) 551–6879, or David P. Bartels, 

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. 

Applicants’ Representations 

1. The Trust is a business trust 

organized under the laws of the 

Commonwealth of Massachusetts. The 

Trust is registered under the Act as an 

open-end management investment 

company and will offer multiple series. 

2. John Hancock Advisers, LLC will 

be the investment adviser to the Initial 

Fund (defined below). Each of John 

Hancock Advisers, LLC and John 

Hancock Investment Management 

Services, LLC is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’). Any other Adviser 

(defined below) will also be registered 

as an investment adviser under the 

Advisers Act. The Adviser may enter 

into sub-advisory agreements with one 

or more investment advisers to act as 

sub-advisers to particular Funds (each, 

a ‘‘Sub-Adviser’’). Any Sub-Adviser will 

either be registered under the Advisers 

Act or will not be required to register 

thereunder. 

3. The Trust will enter into a 

distribution agreement with one or more 

distributors, including John Hancock 

Funds, LLC. Each distributor will act as 

distributor and principal underwriter 

(‘‘Distributor’’) of one or more of the 

Funds. Each Distributor will be a 

broker-dealer registered under the 

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’). The Distributor of any 

Fund may be an affiliated person or an 

affiliated person of an affiliated person 

of that Fund’s Adviser and/or SubAdviser(s). The Distributor will not be 

affiliated with any Exchange (defined 

below). 

4. Applicants request that the order 

apply to the initial series of the Trust 

described in the application (‘‘Initial 

Fund’’), and any additional series of the 

Trust, and any other open-end 

management investment company or 

series thereof, that may be created in the 

future (‘‘Future Funds’’), each of which 

will operate as an exchanged-traded 

fund (‘‘ETF’’) and will track a specified 

index comprised of domestic or foreign 

equity and/or fixed income securities 

(each, an ‘‘Underlying Index’’). Any 

Future Fund will (a) be advised by John 

Hancock Advisers, LLC, John Hancock 

Investment Management Services, LLC, 

or an entity controlling, controlled by, 

or under common control with John 

Hancock Advisers, LLC or John Hancock 

Investment Management Services, LLC 

(each, an ‘‘Adviser’’) and (b) comply 

with the terms and conditions of the 

application. The Initial Fund and Future 

Funds, together, are the ‘‘Funds.’’ 1


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