UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR/A
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22903
J.P. Morgan Exchange-Traded Fund Trust
(Exact name of registrant as specified in charter)
277 Park Avenue
New York, NY 10172
(Address of principal executive offices) (Zip code)
Gregory S. Samuels
J.P. Morgan Investment Management Inc.
277 Park Avenue
New York, NY 10172
(Name and Address of Agent for Service)
With copies to:
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| Elizabeth A. Davin, Esq. | | Jon S. Rand, Esq. |
| JPMorgan Chase & Co. | | Dechert LLP |
| 1111 Polaris Parkway | | 1095 Avenue of the Americas |
| Columbus, OH 43240 | | New York, NY 10036 |
Registrant’s telephone number, including area code: 1-844-457-6383
Date of fiscal year end: June 30
Date of reporting period: July 1, 2021 through June 30, 2022
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
EXPLANTORY NOTE
This Registrant is filing this amendment (“Amendment”) to its Form N-CSR for the period ended June 30, 2022, originally filed with the Securities and Exchange Commission on September 6, 2022 (Accession Number 0001193125-22-238777), to reflect revisions to the disclosure in Form N-CSR Item 11 (b) and Item 4 (d) of the certification.
ITEM 1. REPORTS TO STOCKHOLDERS.
a.) The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
b.) A copy of the notice transmitted to shareholders in reliance on Rule 30e-3 under the 1940 Act that contains disclosures specified by paragraph (c)(3) of that rule is included in the Annual Reports. Not Applicable. Notices do not incorporate disclosures from the shareholder report.
Annual Report
J.P. Morgan Exchange-Traded Funds
June 30, 2022
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JPMorgan ActiveBuilders U.S. Large Cap Equity ETF | | |
JPMorgan Active Value ETF | | |
JPMorgan Equity Premium Income ETF | | |
JPMorgan Nasdaq Equity Premium Income ETF | | |
CONTENTS
Investments in a Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when a Fund’s share price is lower than when you invested.
Past performance is no guarantee of future performance. The general market views expressed in this report are opinions based on market and other conditions through the end of the reporting period and are subject to change without notice. These views are not intended to predict the future performance of a Fund or the securities markets.
Prospective investors should refer to the Funds’ prospectuses for a discussion of the Funds’ investment objectives, strategies and risks. Call J.P. Morgan Exchange-Traded Funds at (844) 457-6383 for a prospectus containing more complete information about a Fund, including management fees and other expenses. Please read it carefully before investing.
Shares are bought and sold throughout the day on an exchange at market price (not at net asset value) through a brokerage account, and are not individually subscribed and redeemed from a Fund. Shares may only be subscribed and redeemed directly from a Fund by Authorized Participants, in very large creation/redemption units. Brokerage commissions will reduce returns.
President's Letter
August 9, 2022 (Unaudited)
Dear Shareholder,
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“Amid the current backdrop, we believe investors should recognize the potential benefits of a well-diversified portfolio that adjusts to near-term market challenges while pursuing long-term opportunities.” — Brian S. Shlissel
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Financial markets and the global economy have been battered in 2022 by accelerating inflation and rising interest rates, armed conflict in Ukraine and the ongoing impacts of the pandemic. Investors who may have adapted to economic changes brought about by the Covid-19 virus, now face market circumstances not seen in over a decade.
U.S. equity prices had largely led a rally in global equities through the end of 2021 and into January 2022. Following the invasion of Ukraine in late February and the resulting multilateral sanctions imposed on Russia, financial markets slumped in the first quarter of 2022 and U.S. equities rendered their worst first-half performance since 1970. Amid the sell-off, investor demand turned to U.S. Treasury bonds and U.S. core fixed income.
The U.S. Federal Reserve (the “Fed”) enacted an increasingly aggressive monetary policy in response to the highest inflation rate in 40 years. In March 2022, the Fed raised its benchmark interest rate by 25 basis points - the first rate increase in more than three years - then followed with increases of 50 basis points in May and 75 basis points each in June and July. At the same time, U.S. domestic product fell 1.6% in the first quarter of 2022 and an estimated 0.9% in the second quarter.
Notably, corporate earnings and revenues largely outpaced investor expectations in the first half of 2022, supported by strength in consumer demand and management efforts to hold down expenses and pass along higher input costs. Labor markets also showed resilience. The U.S. unemployment rate remained at 3.6% from February through June.
The Fed and other leading central banks have largely stated their intent to maintain a flexible policy response to inflationary pressure that also avoids risks to economic growth. Meanwhile,
the conflict in Ukraine and its broader impact on energy supplies to Europe and grain exports to large parts of the world remains a key driver of geopolitical uncertainty.
Amid the current backdrop, we believe investors should recognize the potential benefits of a well-diversified portfolio that adjusts to near-term market challenges while pursuing long-term opportunities. Our broad array of innovative investment solutions is designed to equip investors with the tools to build durable portfolios that can serve to meet their financial goals.
Sincerely,
Brian S. Shlissel
President, J.P. Morgan Exchange-Traded Funds
J.P. Morgan Asset Management
1-844-4JPM-ETF or jpmorgan.com/etfs for more information
| J.P. Morgan Exchange-Traded Funds | |
J.P. Morgan Exchange-Traded Funds
MARKET OVERVIEW
TWELVE MONTHS ENDED June 30, 2022 (Unaudited)
Equity markets rallied in the second half of 2021 on the back of low interest rates, record corporate earnings and the global economic rebound. However, equity markets in 2022 rendered their worst first-half performance since 1970.
U.S. equity generated positive returns and led developed markets equity to outperform both emerging markets equity and fixed income markets during the second half of 2021. U.S. equity prices were bolstered by continued monetary and fiscal support as well as strong consumer spending and record corporate profits.
A resurgence in the pandemic, particularly the emergence of the Omicron variant of Covid-19, in late 2021 and early 2022 failed to dent the U.S. economy. However, a number of nations reinstated social restrictions and China enacted a “Zero Covid” policy that led to severe lockdowns in several large cities, including Shanghai. The result was a sharp drop in manufacturing and other economic activity across China, which further strained on global supply chains and became a drag on the economies of other emerging market nations.
The S&P 500 reached a new closing high on January 3, 2022, bolstered by record high corporate earnings, sales, cash flows, share repurchases and dividends. However, investor sentiment began to sour as accelerating inflation started to erode consumer confidence and raise expectations for an increase in benchmark interest rates by the U.S. Federal Reserve.
Russia’s invasion of Ukraine at the end of February 2022 initiated a sell-off in global financial markets that was further fueled by the highest U.S. inflation rate in more than 40 years. Equity prices recovered somewhat in March 2022 amid better-than-expected corporate earnings. However, the general trend in global financial markets was downward.
By the end of June 2022, the S&P 500 had slumped into bear market territory – generally defined as a 20% or more decline since the last closing high. While bond markets largely underperformed equity markets throughout most of the twelve month period, investor demand for U.S. Treasury bonds bolstered the Bloomberg U.S. Aggregate Index in the second half of the period.
While the S&P 500 had a positive total return of 11.7% in the second half of 2021, the index plummeted in the first half of 2022 and its total returns for the twelve-month period was -10.6%. Within U.S. equity markets, small cap and mid cap stocks generally declined more than large cap stocks and growth stocks declined more than value stocks.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF
FUND COMMENTARY
FOR THE PERIOD July 7, 2021 (FUND INCEPTION) THROUGH June 30, 2022 (Unaudited)
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Net Assets as of 6/30/2022 | |
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INVESTMENT OBJECTIVE ***
The JPMorgan ActiveBuilders U.S. Large Cap Equity ETF (the “Fund”) seeks to provide long-term capital appreciation.
INVESTMENT APPROACH
The Fund invests primarily in equity securities of large, well-established companies located in the U.S. The Fund allocates to a variety of the adviser’s actively managed U.S. equity strategies, including style strategies and seeks to outperform the S&P 500 Index (the “Benchmark”) over time while maintaining similar risk characteristics.
WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?
For the period from inception on July 7, 2021 to June 30, 2022, the Fund outperformed the Benchmark.
The Fund’s security selection in the pharmaceuticals & biotechnology sector and the retailing sector were leading contributors to performance relative to the Index, while the Fund’s security selection in the materials sector and its underweight position in the energy sector were leading detractors from relative performance.
Leading individual contributors to relative performance included the Fund’s overweight positions in AutoZone Inc. and Northrop Grumman Corp., and its underweight position in PayPal Holdings Inc. Shares of AutoZone, an automotive parts retailer, rose amid consecutive quarters of better-than-expected earnings and revenue and continued sales growth. Shares of Northrop Grumman, an aerospace and defense
company, rose amid better-than-expected quarterly earnings and investor expectations that the defense sector would benefit from U.S. deliveries of military hardware to Ukraine’s military. Shares of PayPal Holdings, a digital payments platform provider, fell after the company issued a lower-than-expected earnings forecast for the third quarter of 2021 and amid general weakness in financial technology stocks.
Leading individual detractors from relative performance included the Fund’s out-of-Benchmark positions in Snap Inc. and Shopify Inc., and its overweight position in Biogen Inc.
Shares of Snap, an online camera platform and social media provider, fell after the company reported lower-than-expected quarterly results and forecast weakness in cash flow and revenue in 2022. Shares of Shopify, an internet retailing platform operator, fell amid weakness among e-commerce stocks and after the company reported lower-than-expected earnings and revenue for the first quarter of 2022. Shares of Biogen, a pharmaceuticals developer, fell after the company reported lower-than-expected earnings and revenue for the first quarter of 2022 and after its chief executive stepped down in May 2022.
HOW WAS THE FUND POSITIONED?
While the Fund was managed on a sector-neutral basis during the period, the Fund’s largest overweight allocations relative to the Benchmark were to the diversified financials and banks sectors and its largest underweight allocations were to the technology hardware & equipment and software & services
sectors.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF
FUND COMMENTARY
FOR THE PERIOD July 7, 2021 (FUND INCEPTION) THROUGH June 30, 2022 (Unaudited) (continued)
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The return shown is based on net asset value and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America. The net asset value was $43.05 as of June 30, 2022.
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Market price return was calculated assuming an initial investment made at the inception date net asset value, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. The price used to calculate the market price return was the closing price on the NYSE Arca. As of June 30, 2022, the closing price was $42.96.
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The adviser seeks to achieve the Fund’s objective. There can be no guarantee it will be achieved.
TOP TEN HOLDINGS OF THE
PORTFOLIO AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
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PORTFOLIO COMPOSITION
BY SECTOR AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
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| J.P. Morgan Exchange-Traded Funds | |
TOTAL RETURNS AS OF June 30, 2022 (Unaudited)
| | CUMULATIVE SINCE INCEPTION |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF | | |
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LIFE OF FUND PERFORMANCE (7/7/21 TO 6/30/22)
The performance quoted is past performance and is not a guarantee of future results. Exchange-traded funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-844-457-6383.
Fund commenced operations on July 7, 2021.
The graph illustrates comparative performance for $10,000 invested in shares of the JPMorgan ActiveBuilders U.S. Large Cap Equity ETF and the S&P 500 Index from July 7, 2021 to June 30, 2022. The performance of the Fund reflects the deduction of Fund expenses and assumes reinvestment of all dividends and capital gain distributions, if any. The performance of the S&P 500 Index does
not reflect the deduction of expenses associated with an exchange-traded fund and approximates the minimum possible dividend reinvestment of the securities included in the Index, if applicable. The S&P 500 Index is an unmanaged index generally representative of the performance of large companies in the U.S. stock market. Investors cannot invest directly in an index.
Performance shown in this section does not reflect the deduction of taxes that a shareholder may pay on Fund distributions or on gains resulting from redemption or sale of Fund shares.
The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Active Value ETF
FUND COMMENTARY
FOR THE PERIOD October 4, 2021 (FUND INCEPTION) THROUGH June 30, 2022 (Unaudited)
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Net Assets as of 6/30/2022 | |
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INVESTMENT OBJECTIVE***
The JPMorgan Active Value ETF (the “Fund”) seeks to provide long-term capital appreciation.
INVESTMENT APPROACH
The Fund invests primarily in large- and mid-cap equity securities that the adviser believes are attractively valued given their growth potential over a long-term time horizon. The Fund employs a bottom-up approach to stock selection, constructing a portfolio based on company fundamentals, quantitative screening and proprietary fundamental analysis.
WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?
For the period from inception on October 4, 2021 to June 30, 2022, the Fund outperformed the Russell 1000 Value Index (the “Index”).
The Fund’s security selection in the health care sector and its overweight position in the energy sector were leading contributors to performance relative to the Index, while the Fund’s overweight positions in the consumer discretionary and financials sector were leading contributors to relative performance.
Leading individual contributors to relative performance included the Fund’s overweight positions in Bristol Myers Squibb Co. and Vertex Pharmaceuticals Inc., and its underweight position in J.P. Morgan Chase & Co. Shares of Bristol Myers Squibb, a pharmaceuticals manufacturer, rose after the company reported consecutive quarters of
better-than-expected earnings. Shares of Vertex Pharmaceuticals, a drug development company, rose after the company reported better-than-expected earnings and revenue for the fourth quarter of 2021 and reported progress in its product development pipeline. Shares of JPMorgan Chase, a banking and financial services company that the Fund is prohibited from owning because of JPMorgan Chase’s affiliation with the Fund's adviser, fell after the company reported rising consumer debt delinquencies in 2021 and lower-than-expected earnings for the first quarter of 2022.
Leading individual detractors from relative performance included the Fund’s overweight positions in Zimmer Biomet Holdings Inc. and Royal Caribbean Cruises Ltd., and its underweight position in AT&T Inc. Shares of Zimmer Biomet Holdings, a medical device manufacturer, fell amid investor concerns that slowing economic growth and rising inflation would hurt the travel and hospitality sectors. Shares of AT&T, a telecommunications provider, rose after the company reported better-than-expected earnings for the first quarter of 2022 and ahead of the company’s sale of its Warner Media business for an estimated $40.4 billion.
HOW WAS THE FUND POSITIONED?
During the period, the Fund’s portfolio managers employed a bottom-up approach to stock selection, based on company fundamentals, quantitative screening and proprietary fundamental analysis. As a result of this process, the Fund’s largest sector allocations were to the financials and health care sectors and its smallest allocations were to the real estate and communication services sectors.
| J.P. Morgan Exchange-Traded Funds | |
*
The return shown is based on net asset value and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America. The net asset value was $47.81 as of June 30, 2022.
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Market price return was calculated assuming an initial investment made at the inception date net asset value, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. The price used to calculate the market price return was the closing price on the NYSE Arca. As of June 30, 2022, the closing price was $47.71.
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The adviser seeks to achieve the Fund’s objective. There can be no guarantee it will be achieved.
TOP TEN HOLDINGS OF THE
PORTFOLIO AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
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| Raytheon Technologies Corp. | |
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PORTFOLIO COMPOSTION BY SECTOR
AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
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| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Active Value ETF
FUND COMMENTARY
FOR THE PERIOD October 4, 2021 (FUND INCEPTION) THROUGH June 30, 2022 (Unaudited) (continued)
TOTAL RETURNS AS OF June 30, 2022 (Unaudited)
| | CUMULATIVE SINCE INCEPTION |
JPMorgan Active Value ETF | | |
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LIFE OF FUND PERFORMANCE (10/4/21 TO 6/30/22)
The performance quoted is past performance and is not a guarantee of future results. Exchange-traded funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-844-457-6383.
Fund commenced operations on October 4, 2021.
The graph illustrates comparative performance for $10,000 invested in shares of the JPMorgan Active Value ETF and the Russell 1000 Value Index from October 4, 2021 to June 30, 2022. The performance of the Fund reflects the deduction of Fund expenses and assumes reinvestment of all dividends and capital gain distributions, if any. The Russell 1000 Value Index does not reflect
the deduction of expenses associated with an exchange-traded fund and has been adjusted to reflect reinvestment of all dividends and capital gain distributions of the securities included in the Index, if applicable. The Russell 1000 Value Index is an unmanaged index measuring the performance of those Russell 1000 companies with lower price to-book ratios and lower forecasted growth values. Investors cannot invest directly in an index.
Performance shown in this section does not reflect the deduction of taxes that a shareholder may pay on Fund distributions or on gains resulting from redemption or sale of Fund shares.
The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Equity Premium Income ETF
FUND COMMENTARY
TWELVE MONTHS ENDED June 30, 2022 (Unaudited)
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ICE BofAML 3-Month US Treasury Bill Index | |
Net Assets as of 6/30/2022 | |
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INVESTMENT OBJECTIVE***
The JPMorgan Equity Premium Income ETF (the “Fund”) seeks current income while maintaining prospects for capital appreciation.
INVESTMENT APPROACH
The Fund generates income by investing in a combination of options-based equity-linked notes and U.S. large cap stocks, seeking to provide a monthly distributions at a relatively stable level. The Fund uses a proprietary research process designed to identify over- and undervalued stocks with attractive risk/return characteristics.
WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?
The Fund outperformed the S&P 500 Index (the “Benchmark”) and underperformed the ICE BofAML 3-Month US Treasury Bill Index for the twelve months ended June 30, 2022.
The Fund’s use of options-based equity-linked notes allowed the Fund to generally perform as designed, delivering returns with less volatility than the Benchmark during the reporting period. The Fund captured 5% of the Benchmark’s total return with about 66% of the Benchmark’s volatility during the reporting period, resulting in income of $4.96 per share.
The Fund’s security selection in the health care and information technology sectors was a leading contributor to performance relative to the Benchmark, while the Fund’s underweight position in the energy sector and its overweight position in the materials sector were leading detractors from relative performance.
Leading individual contributors to relative performance included the Fund’s underweight positions in PayPal Holdings Inc. and Meta Platforms Inc., and its overweight position in Progressive Corp. Shares of PayPal Holdings, a digital payments platform provider not held in the Fund, fell after the company issued a lower-than-expected earnings forecast for the third quarter of 2021 and amid general weakness in financial technology stocks. Shares of Meta Platforms, the parent of Facebook Inc., fell after the company reported weaker-than-expected earnings for the fourth quarter
of 2021 and issued a weaker-than-expected revenue forecast. Shares of Progressive, a property and casualty insurance provider, rose amid monthly increases in the company’s net premiums.
Leading individual detractors from relative performance included the Fund’s underweight positions in Apple Inc., Tesla Inc. and Alphabet Inc. Shares of Apple, a provider of computers, mobile devices and related services, rose amid record earnings and revenue in the second half of 2021 and continued strong demand for mobile phones. Shares of Tesla, a producer of electric vehicles and battery systems that was not held in the Fund, rose after the company reported better-than-expected earnings and revenue for the first quarter of 2022. Shares of Alphabet, an information technology company and parent company of Google. that was not held in the Fund, rose amid continued growth in quarterly revenue earnings during the period.
HOW WAS THE FUND POSITIONED?
During the reporting period, the Fund’s portfolio managers maintained a defensive equity portfolio, investing primarily in common stocks of large cap U.S. companies, with reduced volatility compared with the Benchmark, while using options-based equity-linked notes in a consistent and disciplined manner. The combination of the diversified portfolio of equity securities and income from options-based equity-linked notes provided the Fund with a portion of the returns associated with equity market investments, less risk compared with the equity market, and a stream of distributable monthly income.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Equity Premium Income ETF
FUND COMMENTARY
TWELVE MONTHS ENDED June 30, 2022 (Unaudited) (continued)
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The return shown is based on net asset value and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America. The net asset value was $55.45 as of June 30, 2022.
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Market price return was calculated assuming an initial investment made at the market price at the beginning of the reporting period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. The price used to calculate the market price return was the closing price on the NYSE Arca. As of June 30, 2022, the closing price was $55.45.
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The adviser seeks to achieve the Fund’s objective. There can be no guarantee it will be achieved.
| Equity-Linked Notes that are linked to the S&P 500 Index. |
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TOP TEN HOLDINGS OF THE
PORTFOLIO AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
| Canadian Imperial Bank of Commerce, ELN, 68.70%, 7/11/2022, (linked to S&P 500 Index) (Canada) | |
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| Credit Suisse AG, ELN, 67.80%, 7/8/2022, (linked to S&P 500 Index) (Switzerland) | |
| Credit Suisse AG, ELN, 65.60%, 7/18/2022, (linked to S&P 500 Index) (Switzerland) | |
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| Societe Generale SA, ELN, 64.80%, 7/15/2022, (linked to S&P 500 Index) | |
PORTFOLIO COMPOSTION BY SECTOR
AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
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| J.P. Morgan Exchange-Traded Funds | |
AVERAGE ANNUAL TOTAL RETURNS AS OF June 30, 2022 (Unaudited)
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JPMorgan Equity Premium Income ETF | | | |
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LIFE OF FUND PERFORMANCE (5/20/20 TO 6/30/22)
The performance quoted is past performance and is not a guarantee of future results. Exchange-traded funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-844-457-6383.
Fund commenced operations on May 20, 2020.
The graph illustrates comparative performance for $10,000 invested in shares of the JPMorgan Equity Premium Income ETF, the S&P 500 Index and the ICE BofAML 3-Month US Treasury Bill Index from May 20, 2020 to June 30, 2022. The performance of the Fund reflects the deduction of Fund expenses and assumes reinvestment of all dividends and capital gain distributions, if any. The performance of the S&P 500 Index and the ICE BofAML 3-Month US Treasury Bill Index does not reflect the deduction of expenses associated with an exchange-traded fund and approximates the minimum possible dividend
reinvestment of the securities included in the benchmarks, if applicable. The S&P 500 Index is an unmanaged index generally representative of the performance of large companies in the U.S. stock market. The ICE BofAML 3-Month US Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. Each month the ICE BofAML 3-Month US Treasury Bill Index is rebalanced and the issue selected is the outstanding Treasury Bill that matures closest to, but not beyond, 3 months from the rebalancing date. Investors cannot invest directly in an index.
Performance shown in this section does not reflect the deduction of taxes that a shareholder may pay on Fund distributions or on gains resulting from redemption or sale of Fund shares.
The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Nasdaq Equity Premium Income ETF
FUND COMMENTARY
FOR THE PERIOD May 3, 2022 (FUND INCEPTION) THROUGH June 30, 2022 (Unaudited)
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ICE BofAML 3-Month US Treasury Bill Index | |
Net Assets as of 6/30/2022 | |
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INVESTMENT OBJECTIVE***
The JPMorgan Nasdaq Equity Premium Income ETF (the “Fund”) seeks current income while maintaining prospects for capital appreciation.
INVESTMENT APPROACH
The Fund seeks to generate income through a combination of options-based equity-linked notes and investing in U.S. large cap growth stocks, seeking to provide monthly distributions at a relatively stable level. The Fund seeks to deliver a significant portion of the returns associated with the Nasdaq-100 Index (the “Benchmark”), while exposing investors to lower volatility than the Benchmark and also providing incremental income. The Fund’s equity portfolio follows a proprietary data science driven investment approach designed to drive portfolio allocations while maximizing risk-adjusted expected returns.
WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?
The Fund outperformed the Benchmark and underperformed the ICE BofAML 3-Month U.S. Treasury Bill Index for the period from inception May 3, 2022 to June 30, 2022. The Fund’s use of options-based equity-linked notes allowed the Fund to generally perform as designed, delivering returns with less volatility than the Benchmark during the reporting period. The Fund captured 70% of the Benchmark’s total return with about 82% of the Benchmark’s volatility during the reporting period, resulting in income of $0.38 per share.
The Fund’s security selection in the health care and utilities sectors was a leading contributor to performance relative to the Benchmark, while the Fund’s security selection in the communication services and industrials sectors was a leading detractor from relative performance.
Leading individual contributors to relative performance included the Fund’s out-of-Benchmark positions in NextEra
Energy Inc. and AbbVie Inc., and its overweight position in Synopsis Inc. Shares of NextEra, an electric utility operating primarily in Florida, rose after the company raised its 2022 earnings forecast and the U.S. waived tariffs on Chinese-made solar panels for a two-year period. Shares of AbbVie, a pharmaceuticals maker, rose as the company reached settlements with various U.S. states to resolve legal claims against the company’s Allergan unit stemming from the opioid addiction epidemic. Shares of Synopsis, a software and services provider, rose after the company reported better-than-expected earnings for its fiscal second quarter and raised its earnings forecast.
Leading individual detractors from performance relative to the Benchmark included the Fund’s underweight positions in Amgen Inc., PepsiCo Inc. and Starbucks Corp. Shares of Amgen, a pharmaceuticals maker, rose after the company reported better-than-expected earnings and sales for the first quarter of 2022. Shares of PepsiCo, a soft drinks, packaged foods and snacks company, rose after the company reported better-than-expected earnings and revenue for the first quarter of 2022. Shares of Starbucks, a specialty coffee, beverages and food retailer not held in the Fund, rose in the first half of the reporting period after the company forecast earnings and sales growth.
HOW WAS THE FUND POSITIONED?
During the period, the Fund’s portfolio managers employed a proprietary research process designed to identify what they believed were overvalued and undervalued stocks with attractive risk/return characteristics, while using options-based equity-linked notes in a consistent and disciplined manner. The combination of the portfolio of equity securities and income from options-based equity-linked notes provided the Fund with a portion of the returns associated with equity market investments, less risk compared with the equity market, and a
stream of distributable monthly income.
| J.P. Morgan Exchange-Traded Funds | |
*
The return shown is based on net asset value and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America. The net asset value was $45.46 as of June 30, 2022.
**
Market price return was calculated assuming an initial investment made at the inception date net asset value, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. The price used to calculate the market price return was the closing price on the Nasdaq Stock Market® LLC. As of June 30, 2022, the closing price was $45.76.
***
The adviser seeks to achieve the Fund’s objective. There can be no guarantee it will be achieved.
| Equity-Linked Notes that are linked to the Nasdaq-100 Index. |
| |
TOP TEN HOLDINGS OF THE
PORTFOLIO AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
| | |
| | |
| | |
| | |
| BNP Paribas, ELN, 117.90%, 8/9/2022, (linked to Nasdaq-100 Index) | |
| GS Finance Corp., ELN, 120.92%, 7/26/2022, (linked to Nasdaq-100 Index) | |
| Credit Suisse AG, ELN, 114.00%, 8/2/2022, (linked to Nasdaq-100 Index) (Switzerland) | |
| | |
| Meta Platforms, Inc., Class A | |
| UBS AG, ELN, 93.25%, 7/19/2022, (linked to Nasdaq-100 Index) (Switzerland) | |
PORTFOLIO COMPOSTION BY SECTOR
AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Nasdaq Equity Premium Income ETF
FUND COMMENTARY
FOR THE PERIOD May 3, 2022 (FUND INCEPTION) THROUGH June 30, 2022 (Unaudited) (continued)
TOTAL RETURNS AS OF June 30, 2022 (Unaudited)
| | CUMULATIVE SINCE INCEPTION |
JPMorgan Nasdaq Equity Premium Income ETF | | |
| | |
| | |
LIFE OF FUND PERFORMANCE (5/3/22 TO 6/30/22)
The performance quoted is past performance and is not a guarantee of future results. Exchange-traded funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-844-457-6383.
Fund commenced operations on May 3, 2022.
The graph illustrates comparative performance for $10,000 invested in shares of the JPMorgan Nasdaq Equity Premium Income ETF, the Nasdaq-100 Index and the ICE BofAML 3-Month US Treasury Bill Index from May 3, 2022 to June 30, 2022. The performance of the Fund reflects the deduction of Fund expenses and assumes reinvestment of all dividends and capital gain distributions, if any. The performance of the S&P 500 Index and the ICE BofAML 3-Month US Treasury Bill Index does not reflect the deduction of expenses associated with an exchange-traded fund and approximates the minimum possible dividend reinvestment of the securities included in the benchmarks, if applicable. The Nasdaq-100 Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. It does not contain securities of
financial companies including investment companies. The ICE BofAML 3-Month US Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. Each month the ICE BofAML 3-Month US Treasury Bill Index is rebalanced and the issue selected is the outstanding Treasury Bill that matures closest to, but not beyond, 3 months from the rebalancing date. Investors cannot invest directly in an index.
Performance shown in this section does not reflect the deduction of taxes that a shareholder may pay on Fund distributions or on gains resulting from redemption or sale of Fund shares.
The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.
Nasdaq®, Nasdaq-100 Index®, Nasdaq 100® and NDX® are registered trademarks of Nasdaq, Inc. (which with its affiliates is referred to as the “Corporations”) and are licensed for use by the adviser. The Fund has not been passed on by the Corporations as to its legality or suitability. The Fund is not issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE FUND.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022
| | |
|
Aerospace & Defense — 1.8% |
| | |
| | |
Raytheon Technologies Corp. | | |
| | |
| | |
Air Freight & Logistics — 1.0% |
| | |
United Parcel Service, Inc., Class B | | |
| | |
|
| | |
|
Magna International, Inc. (Canada) | | |
|
| | |
| | |
| | |
|
| | |
| | |
Citizens Financial Group, Inc. | | |
| | |
| | |
PNC Financial Services Group, Inc. (The) | | |
| | |
| | |
| | |
| | |
| | |
|
| | |
Constellation Brands, Inc., Class A | | |
| | |
| | |
| | |
|
| | |
| | |
| | |
Regeneron Pharmaceuticals, Inc. * | | |
| | |
|
Biotechnology — continued |
| | |
Vertex Pharmaceuticals, Inc. * | | |
| | |
|
| | |
| | |
| | |
|
Ameriprise Financial, Inc. | | |
| | |
| | |
Charles Schwab Corp. (The) | | |
Goldman Sachs Group, Inc. (The) | | |
Intercontinental Exchange, Inc. | | |
| | |
| | |
| | |
| | |
T. Rowe Price Group, Inc. | | |
| | |
|
Air Products and Chemicals, Inc. | | |
Axalta Coating Systems Ltd. * | | |
| | |
| | |
| | |
Linde plc (United Kingdom) | | |
| | |
Sherwin-Williams Co. (The) | | |
| | |
Commercial Services & Supplies — 0.2% |
| | |
| | |
| | |
Communications Equipment — 0.0% ^ |
| | |
Construction Materials — 0.5% |
Martin Marietta Materials, Inc. | | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
|
| | |
Capital One Financial Corp. | | |
| | |
Containers & Packaging — 0.1% |
| | |
| | |
| | |
Diversified Financial Services — 0.8% |
Berkshire Hathaway, Inc., Class B * | | |
| | |
| | |
Diversified Telecommunication Services — 0.8% |
Verizon Communications, Inc. | | |
Electric Utilities — 2.5% |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Electrical Equipment — 1.3% |
| | |
Rockwell Automation, Inc. | | |
| | |
Electronic Equipment, Instruments & Components — 0.2% |
| | |
Energy Equipment & Services — 0.4% |
| | |
|
| | |
| | |
| | |
Equity Real Estate Investment Trusts (REITs) — 2.0% |
AvalonBay Communities, Inc. | | |
| | |
| | |
Equity LifeStyle Properties, Inc. | | |
Host Hotels & Resorts, Inc. | | |
| | |
| | |
|
Equity Real Estate Investment Trusts (REITs) — continued |
| | |
| | |
| | |
| | |
| | |
Food & Staples Retailing — 0.6% |
| | |
| | |
| | |
|
| | |
Mondelez International, Inc., Class A | | |
| | |
Health Care Equipment & Supplies — 2.5% |
| | |
| | |
Baxter International, Inc. | | |
| | |
Boston Scientific Corp. * | | |
| | |
Intuitive Surgical, Inc. * | | |
| | |
Zimmer Biomet Holdings, Inc. | | |
| | |
Health Care Providers & Services — 4.7% |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Hotels, Restaurants & Leisure — 2.5% |
| | |
Chipotle Mexican Grill, Inc. * | | |
| | |
Hilton Worldwide Holdings, Inc. | | |
Marriott International, Inc., Class A | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| | |
Common Stocks — continued |
Hotels, Restaurants & Leisure — continued |
| | |
| | |
| | |
Household Durables — 0.2% |
| | |
| | |
| | |
| | |
Household Products — 0.6% |
| | |
Procter & Gamble Co. (The) | | |
| | |
Industrial Conglomerates — 0.1% |
Honeywell International, Inc. | | |
|
| | |
| | |
| | |
Hartford Financial Services Group, Inc. (The) | | |
| | |
Marsh & McLennan Cos., Inc. | | |
| | |
| | |
Prudential Financial, Inc. | | |
Travelers Cos., Inc. (The) | | |
| | |
Interactive Media & Services — 6.0% |
Alphabet, Inc., Class A * | | |
Alphabet, Inc., Class C * | | |
| | |
Meta Platforms, Inc., Class A * | | |
| | |
ZoomInfo Technologies, Inc., Class A * | | |
| | |
Internet & Direct Marketing Retail — 2.6% |
| | |
|
| | |
Automatic Data Processing, Inc. | | |
Cognizant Technology Solutions Corp., Class A | | |
Fidelity National Information Services, Inc. | | |
| | |
|
|
FleetCor Technologies, Inc. * | | |
International Business Machines Corp. | | |
Mastercard, Inc., Class A | | |
| | |
| | |
| | |
Life Sciences Tools & Services — 0.7% |
| | |
Thermo Fisher Scientific, Inc. | | |
| | |
|
| | |
| | |
| | |
| | |
| | |
| | |
|
Charter Communications, Inc., Class A * | | |
| | |
| | |
|
| | |
| | |
| | |
|
| | |
| | |
| | |
|
| | |
| | |
| | |
Public Service Enterprise Group, Inc. | | |
| | |
| | |
Oil, Gas & Consumable Fuels — 3.6% |
| | |
| | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
Oil, Gas & Consumable Fuels — continued |
| | |
| | |
| | |
Pioneer Natural Resources Co. | | |
| | |
| | |
|
Estee Lauder Cos., Inc. (The), Class A | | |
|
| | |
| | |
| | |
| | |
| | |
| | |
Professional Services — 0.8% |
Booz Allen Hamilton Holding Corp. | | |
| | |
| | |
| | |
| | |
|
| | |
| | |
Uber Technologies, Inc. * | | |
| | |
| | |
Semiconductors & Semiconductor Equipment — 5.6% |
Advanced Micro Devices, Inc. * | | |
| | |
| | |
ASML Holding NV (Registered), NYRS (Netherlands) | | |
| | |
| | |
Microchip Technology, Inc. | | |
| | |
| | |
NXP Semiconductors NV (China) | | |
| | |
| | |
|
Semiconductors & Semiconductor Equipment — continued |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
O'Reilly Automotive, Inc. * | | |
| | |
| | |
Technology Hardware, Storage & Peripherals — 5.8% |
| | |
Seagate Technology Holdings plc | | |
| | |
Textiles, Apparel & Luxury Goods — 0.8% |
| | |
| | |
| | |
|
| | |
Philip Morris International, Inc. | | |
| | |
Wireless Telecommunication Services — 0.3% |
| | |
Total Common Stocks
(Cost $26,131,760) | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| | |
Short Term Investments — 0.4% |
Investment Companies — 0.4% |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (a) (b)
(Cost $108,091) | | |
Total Investments — 99.8%
(Cost $26,239,851) | | |
Other Assets Less Liabilities — 0.2% | | |
| | |
Percentages indicated are based on net assets. |
| Amount rounds to less than 0.1% of net assets. |
| Non-income producing security. | |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. | |
| The rate shown is the current yield as of June 30, 2022. | |
Futures contracts outstanding as of June 30, 2022:
| | | | | VALUE AND
UNREALIZED
APPRECIATION
(DEPRECIATION) ($) |
| | | | | |
Micro E-Mini S&P 500 Index | | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
JPMorgan Active Value ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022
| | |
|
Aerospace & Defense — 4.4% |
| | |
| | |
| | |
Raytheon Technologies Corp. | | |
| | |
| | |
Air Freight & Logistics — 0.7% |
| | |
United Parcel Service, Inc., Class B | | |
| | |
|
| | |
| | |
| | |
|
| | |
|
| | |
| | |
Citizens Financial Group, Inc. | | |
| | |
| | |
PNC Financial Services Group, Inc. (The) | | |
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
BioMarin Pharmaceutical, Inc. * | | |
Neurocrine Biosciences, Inc. * | | |
| | |
|
Biotechnology — continued |
Regeneron Pharmaceuticals, Inc. * | | |
Vertex Pharmaceuticals, Inc. * | | |
| | |
|
| | |
| | |
| | |
|
| | |
Charles Schwab Corp. (The) | | |
Goldman Sachs Group, Inc. (The) | | |
Intercontinental Exchange, Inc. | | |
| | |
| | |
T. Rowe Price Group, Inc. | | |
| | |
|
Air Products and Chemicals, Inc. | | |
Axalta Coating Systems Ltd. * | | |
| | |
| | |
| | |
| | |
Commercial Services & Supplies — 0.3% |
| | |
Construction Materials — 0.5% |
| | |
|
| | |
Capital One Financial Corp. | | |
| | |
Containers & Packaging — 0.2% |
| | |
Diversified Financial Services — 1.4% |
Berkshire Hathaway, Inc., Class B * | | |
Electric Utilities — 2.1% |
| | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| | |
Common Stocks — continued |
Electric Utilities — continued |
| | |
| | |
| | |
Electrical Equipment — 0.7% |
| | |
Rockwell Automation, Inc. | | |
| | |
|
| | |
Equity Real Estate Investment Trusts (REITs) — 3.6% |
AvalonBay Communities, Inc. | | |
Equity LifeStyle Properties, Inc. | | |
Host Hotels & Resorts, Inc. | | |
| | |
| | |
| | |
| | |
| | |
| | |
Food & Staples Retailing — 2.2% |
BJ's Wholesale Club Holdings, Inc. * | | |
| | |
| | |
| | |
|
| | |
Lamb Weston Holdings, Inc. | | |
Mondelez International, Inc., Class A | | |
| | |
Health Care Equipment & Supplies — 3.1% |
| | |
Boston Scientific Corp. * | | |
| | |
Zimmer Biomet Holdings, Inc. | | |
| | |
Health Care Providers & Services — 7.7% |
| | |
| | |
| | |
| | |
| | |
| | |
|
Health Care Providers & Services — continued |
| | |
| | |
| | |
| | |
Hotels, Restaurants & Leisure — 1.2% |
| | |
| | |
Royal Caribbean Cruises Ltd. * | | |
| | |
Household Durables — 0.3% |
| | |
| | |
| | |
Household Products — 0.6% |
Procter & Gamble Co. (The) | | |
Industrial Conglomerates — 0.5% |
Honeywell International, Inc. | | |
|
| | |
American International Group, Inc. | | |
| | |
Hartford Financial Services Group, Inc. (The) | | |
| | |
Marsh & McLennan Cos., Inc. | | |
| | |
| | |
Prudential Financial, Inc. | | |
Travelers Cos., Inc. (The) | | |
| | |
Interactive Media & Services — 0.9% |
Alphabet, Inc., Class C * | | |
Meta Platforms, Inc., Class A * | | |
| | |
|
Fidelity National Information Services, Inc. | | |
International Business Machines Corp. | | |
| | |
|
| | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
JPMorgan Active Value ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
|
| | |
| | |
| | |
|
| | |
|
| | |
| | |
| | |
|
| | |
|
| | |
| | |
| | |
Public Service Enterprise Group, Inc. | | |
| | |
Oil, Gas & Consumable Fuels — 10.0% |
| | |
| | |
| | |
| | |
| | |
| | |
Pioneer Natural Resources Co. | | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| | |
| | |
Professional Services — 0.3% |
| | |
|
| | |
Semiconductors & Semiconductor Equipment — 2.2% |
| | |
| | |
| | |
|
Semiconductors & Semiconductor Equipment — continued |
NXP Semiconductors NV (China) | | |
| | |
| | |
|
| | |
|
| | |
| | |
| | |
O'Reilly Automotive, Inc. * | | |
| | |
| | |
Technology Hardware, Storage & Peripherals — 1.1% |
| | |
Seagate Technology Holdings plc | | |
| | |
| | |
Textiles, Apparel & Luxury Goods — 1.0% |
| | |
| | |
| | |
| | |
|
Philip Morris International, Inc. | | |
Wireless Telecommunication Services — 0.4% |
| | |
Total Common Stocks
(Cost $44,723,510) | | |
Short Term Investments — 3.2% |
Investment Companies — 3.2% |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (a) (b)
(Cost $1,396,966) | | |
Total Investments — 99.9%
(Cost $46,120,476) | | |
Other Assets Less Liabilities — 0.1% | | |
| | |
Percentages indicated are based on net assets. |
| Amount rounds to less than 0.1% of net assets. |
| Non-income producing security. | |
SEE NOTES TO FINANCIAL STATEMENTS.
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. | |
| The rate shown is the current yield as of June 30, 2022. | |
SEE NOTES TO FINANCIAL STATEMENTS.
JPMorgan Equity Premium Income ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022
| | |
|
Aerospace & Defense — 1.4% |
| | |
| | |
Raytheon Technologies Corp. | | |
| | |
| | |
Air Freight & Logistics — 1.3% |
United Parcel Service, Inc., Class B | | |
|
| | |
| | |
| | |
|
| | |
Constellation Brands, Inc., Class A | | |
| | |
| | |
|
| | |
Regeneron Pharmaceuticals, Inc. * | | |
Vertex Pharmaceuticals, Inc. * | | |
| | |
|
| | |
|
Intercontinental Exchange, Inc. | | |
| | |
| | |
|
Air Products and Chemicals, Inc. | | |
| | |
Linde plc (United Kingdom) | | |
| | |
| | |
Construction Materials — 0.2% |
Martin Marietta Materials, Inc. | | |
|
| | |
Containers & Packaging — 0.6% |
| | |
| | |
|
Diversified Financial Services — 1.0% |
Berkshire Hathaway, Inc., Class B * | | |
Diversified Telecommunication Services — 1.0% |
Verizon Communications, Inc. | | |
Electric Utilities — 4.9% |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Electrical Equipment — 1.2% |
| | |
Electronic Equipment, Instruments & Components — 0.5% |
Keysight Technologies, Inc. * | | |
Equity Real Estate Investment Trusts (REITs) — 2.8% |
| | |
| | |
Mid-America Apartment Communities, Inc. | | |
| | |
| | |
| | |
| | |
| | |
Food & Staples Retailing — 1.9% |
| | |
| | |
| | |
|
Archer-Daniels-Midland Co. | | |
| | |
Mondelez International, Inc., Class A | | |
| | |
Health Care Equipment & Supplies — 0.3% |
Boston Scientific Corp. * | | |
Health Care Providers & Services — 2.6% |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
| | |
Common Stocks — continued |
Health Care Providers & Services — continued |
| | |
| | |
| | |
Hotels, Restaurants & Leisure — 0.8% |
| | |
Household Products — 2.5% |
| | |
Procter & Gamble Co. (The) | | |
| | |
|
| | |
| | |
Hartford Financial Services Group, Inc. (The) | | |
| | |
Travelers Cos., Inc. (The) | | |
| | |
Interactive Media & Services — 1.3% |
Alphabet, Inc., Class A * | | |
Internet & Direct Marketing Retail — 0.8% |
| | |
|
| | |
Automatic Data Processing, Inc. | | |
FleetCor Technologies, Inc. * | | |
International Business Machines Corp. | | |
Jack Henry & Associates, Inc. | | |
Mastercard, Inc., Class A | | |
| | |
| | |
Life Sciences Tools & Services — 1.6% |
| | |
Thermo Fisher Scientific, Inc. | | |
| | |
|
| | |
| | |
| | |
| | |
| | |
|
|
Charter Communications, Inc., Class A * | | |
| | |
| | |
|
| | |
| | |
Consolidated Edison, Inc. | | |
| | |
| | |
| | |
| | |
Oil, Gas & Consumable Fuels — 2.7% |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| | |
Professional Services — 0.6% |
Booz Allen Hamilton Holding Corp. | | |
| | |
| | |
|
| | |
Old Dominion Freight Line, Inc. | | |
| | |
| | |
Semiconductors & Semiconductor Equipment — 1.7% |
| | |
| | |
| | |
|
| | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Equity Premium Income ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
|
| | |
| | |
O'Reilly Automotive, Inc. * | | |
| | |
Technology Hardware, Storage & Peripherals — 0.1% |
| | |
Textiles, Apparel & Luxury Goods — 0.4% |
| | |
|
| | |
Philip Morris International, Inc. | | |
| | |
Wireless Telecommunication Services — 0.5% |
| | |
Total Common Stocks
(Cost $8,816,368,988) | | |
| | |
Equity-Linked Notes — 14.7% |
BNP Paribas, ELN, 76.60%, 7/25/2022, (linked to S&P 500 Index) (a) | | |
BNP Paribas, ELN, 79.00%, 8/5/2022, (linked to S&P 500 Index) (a) | | |
BofA Finance LLC, ELN, 81.02%, 8/1/2022, (linked to S&P 500 Index) (a) | | |
Canadian Imperial Bank of Commerce, ELN, 68.70%, 7/11/2022, (linked to S&P 500 Index) (Canada) (a) | | |
Citigroup Global Markets Holdings, Inc., ELN, 79.90%, 7/29/2022, (linked to S&P 500 Index) (a) | | |
Credit Suisse AG, ELN, 65.60%, 7/18/2022, (linked to S&P 500 Index) (Switzerland) (a) | | |
| | |
|
Credit Suisse AG, ELN, 67.80%, 7/8/2022, (linked to S&P 500 Index) (Switzerland) (a) | | |
GS Finance Corp., ELN, 84.4%, 7/22/2022, (linked to S&P 500 Index) (a) | | |
Societe Generale SA, ELN, 64.80%, 7/15/2022, (linked to S&P 500 Index) (a) | | |
UBS AG, ELN, 78.20%, 8/8/2022, (linked to S&P 500 Index) (Switzerland) (a) | | |
Total Equity-Linked Notes
(Cost $1,529,989,082) | | |
| | |
Short Term Investments — 1.2% |
Investment Companies — 1.2% |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c)
(Cost $121,300,698) | | |
Total Investments — 99.0%
(Cost $10,467,658,768) | | |
Other Assets Less Liabilities — 1.0% | | |
| | |
Percentages indicated are based on net assets. |
| Non-income producing security. |
| Securities exempt from registration under Rule 144A or section 4(a)(2), of the Securities Act of 1933, as amended. |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Nasdaq Equity Premium Income ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022
| | |
|
Air Freight & Logistics — 0.3% |
United Parcel Service, Inc., Class B | | |
|
| | |
|
| | |
Constellation Brands, Inc., Class A | | |
| | |
| | |
| | |
|
| | |
| | |
| | |
Regeneron Pharmaceuticals, Inc. * | | |
| | |
Vertex Pharmaceuticals, Inc. * | | |
| | |
Commercial Services & Supplies — 0.4% |
| | |
Communications Equipment — 1.6% |
| | |
Electric Utilities — 1.6% |
| | |
| | |
| | |
Electrical Equipment — 0.5% |
| | |
|
| | |
NetEase, Inc., ADR (China) | | |
| | |
| | |
Equity Real Estate Investment Trusts (REITs) — 0.4% |
| | |
Food & Staples Retailing — 1.2% |
| | |
|
| | |
Mondelez International, Inc., Class A | | |
| | |
| | |
|
Health Care Equipment & Supplies — 1.2% |
| | |
Intuitive Surgical, Inc. * | | |
| | |
Health Care Providers & Services — 0.7% |
| | |
Hotels, Restaurants & Leisure — 1.9% |
| | |
| | |
Chipotle Mexican Grill, Inc. * | | |
Marriott International, Inc., Class A | | |
| | |
Industrial Conglomerates — 0.6% |
Honeywell International, Inc. | | |
Interactive Media & Services — 9.4% |
Alphabet, Inc., Class C * | | |
Meta Platforms, Inc., Class A * | | |
| | |
Internet & Direct Marketing Retail — 5.4% |
| | |
MercadoLibre, Inc. (Brazil) * | | |
| | |
|
| | |
Mastercard, Inc., Class A | | |
| | |
| | |
Life Sciences Tools & Services — 0.3% |
Thermo Fisher Scientific, Inc. | | |
|
| | |
|
Charter Communications, Inc., Class A * | | |
| | |
| | |
|
| | |
|
| | |
Professional Services — 0.4% |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
JPMorgan Nasdaq Equity Premium Income ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
|
| | |
Semiconductors & Semiconductor Equipment — 11.8% |
Advanced Micro Devices, Inc. * | | |
| | |
| | |
ASML Holding NV (Registered), NYRS (Netherlands) | | |
| | |
| | |
| | |
| | |
| | |
| | |
NXP Semiconductors NV (China) | | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| | |
Palo Alto Networks, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
|
| | |
O'Reilly Automotive, Inc. * | | |
| | |
Technology Hardware, Storage & Peripherals — 10.0% |
| | |
Seagate Technology Holdings plc | | |
| | |
Textiles, Apparel & Luxury Goods — 0.4% |
| | |
| | |
|
Wireless Telecommunication Services — 0.8% |
| | |
Total Common Stocks
(Cost $86,534,884) | | |
| | |
Equity-Linked Notes — 16.7% |
BNP Paribas, ELN, 117.90%, 8/9/2022, (linked to Nasdaq-100 Index) (a) | | |
Canadian Imperial Bank of Commerce, ELN, 89.00%, 7/12/2022, (linked to Nasdaq-100 Index) (Canada) (a) | | |
Credit Suisse AG, ELN, 114.00%, 8/2/2022, (linked to Nasdaq-100 Index) (Switzerland) (a) | | |
GS Finance Corp., ELN, 120.92%, 7/26/2022, (linked to Nasdaq-100 Index) (a) | | |
UBS AG, ELN, 93.25%, 7/19/2022, (linked to Nasdaq-100 Index) (Switzerland) (a) | | |
Total Equity-Linked Notes
(Cost $16,700,713) | | |
| | |
Short Term Investments — 1.7% |
Investment Companies — 1.7% |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c)
(Cost $1,754,620) | | |
Total Investments — 99.2%
(Cost $104,990,217) | | |
Other Assets Less Liabilities — 0.8% | | |
| | |
Percentages indicated are based on net assets. |
| |
| American Depositary Receipt |
| |
| |
| Non-income producing security. |
| Securities exempt from registration under Rule 144A or section 4(a)(2), of the Securities Act of 1933, as amended. |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
SEE NOTES TO FINANCIAL STATEMENTS.
Futures contracts outstanding as of June 30, 2022:
| | | | | VALUE AND
UNREALIZED
APPRECIATION
(DEPRECIATION) ($) |
| | | | | |
Micro E-Mini Nasdaq 100 Index | | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENTS OF ASSETS AND LIABILITIES
AS OF June 30, 2022
| JPMorgan
ActiveBuilders U.S.
Large Cap
Equity ETF | | JPMorgan
Equity Premium
Income ETF | JPMorgan
Nasdaq Equity
Premium Income ETF |
| | | | |
Investments in non-affiliates, at value | | | | |
Investments in affiliates, at value | | | | |
| | | | |
Deposits at broker for futures contracts | | | | |
| | | | |
Investment securities sold | | | | |
| | | | |
Interest from non-affiliates | | | | |
Dividends from non-affiliates | | | | |
Dividends from affiliates | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Investment securities purchased | | | | |
Variation margin on futures contracts | | | | |
| | | | |
Management fees (See Note 3.A) | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Total distributable earnings (loss) | | | | |
| | | | |
Outstanding number of shares
(unlimited number of shares authorized - par value $0.0001) | | | | |
Net asset value, per share | | | | |
Cost of investments in non-affiliates | | | | |
Cost of investments in affiliates | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED June 30, 2022
| JPMorgan
ActiveBuilders U.S.
Large Cap
Equity ETF (a) | JPMorgan
Active
Value ETF (b) | JPMorgan
Equity Premium
Income ETF | |
| | | | |
Interest income from non-affiliates | | | | |
Dividend income from non-affiliates | | | | |
Dividend income from affiliates | | | | |
Income from securities lending (net) (See Note 2.C) | | | | |
| | | | |
| | | | |
Management fees (See Note 3.A) | | | | |
Interest expense to non-affiliates | | | | |
| | | | |
| | | | |
Net investment income (loss) | | | | |
REALIZED/UNREALIZED GAINS (LOSSES): | | | | |
Net realized gain (loss) on transactions from: | | | | |
Investments in non-affiliates | | | | |
In-kind redemptions of investments in non-affiliates (See Note 4) | | | | |
| | | | |
| | | | |
Change in net unrealized appreciation/depreciation on: | | | | |
Investments in non-affiliates | | | | |
| | | | |
Change in net unrealized appreciation/depreciation | | | | |
Net realized/unrealized gains (losses) | | | | |
Change in net assets resulting from operations | | | | |
(a)
Commenced operations on July 7, 2021.
(b)
Commenced operations on October 4, 2021.
(c)
Commenced operations on May 3, 2022.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED
| JPMorgan
ActiveBuilders U.S.
Large Cap
Equity ETF | |
| Period Ended
June 30, 2022 (a) | |
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: | | |
Net investment income (loss) | | |
| | |
Change in net unrealized appreciation/depreciation | | |
Change in net assets resulting from operations | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | |
Total distributions to shareholders | | |
| | |
Change in net assets resulting from capital transactions | | |
| | |
| | |
| | |
| | |
| | |
Proceeds from shares issued | | |
Total change in net assets resulting from capital transactions | | |
| | |
| | |
Net increase in shares from transactions | | |
(a)
Commenced operations on July 7, 2021.
(b)
Commenced operations on October 4, 2021.
SEE NOTES TO FINANCIAL STATEMENTS.
| JPMorgan Equity
Premium Income ETF | JPMorgan Nasdaq Equity Premium Income ETF |
| | | |
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: | | | |
Net investment income (loss) | | | |
| | | |
Change in net unrealized appreciation/depreciation | | | |
Change in net assets resulting from operations | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | |
Total distributions to shareholders | | | |
| | | |
Change in net assets resulting from capital transactions | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Proceeds from shares issued | | | |
| | | |
Total change in net assets resulting from capital transactions | | | |
| | | |
| | | |
| | | |
Net increase in shares from transactions | | | |
(a)
Commenced operations on May 3, 2022.
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
FOR THE PERIODS INDICATED
| Per share operating performance |
| | | |
| Net asset
value,
beginning
of period | Net investment
income
(loss) (b) | Net realized
and unrealized
gains
(losses)
on investments | Total from
investment
operations | | | |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF | | | | | | | |
July 7, 2021 (f) through June 30, 2022 | | | | | | | |
JPMorgan Active Value ETF | | | | | | | |
October 4, 2021 (f) through June 30, 2022 | | | | | | | |
JPMorgan Equity Premium Income ETF | | | | | | | |
| | | | | | | |
| | | | | | | |
May 20, 2020 (f) through June 30, 2020 | | | | | | | |
JPMorgan Nasdaq Equity Premium Income ETF | | | | | | | |
May 3, 2022 (f) through June 30, 2022 | | | | | | | |
|
| Annualized for periods less than one year, unless otherwise noted. |
| Calculated based upon average shares outstanding. |
| Not annualized for periods less than one year. |
| Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| Market price return was calculated assuming an initial investment made at the market price at the beginning of the reporting period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. The closing price was used to calculate the market price return. |
| Commencement of operations. |
| Since the Shares of the Fund did not trade in the secondary market until the day after the Fund’s inception, for the period from the inception to the first day of secondary market trading, the NAV is used as a proxy for the secondary market trading price to calculate the market returns. |
| Certain non-recurring expenses incurred by the Fund were not annualized for the period indicated. |
| Calculation of the net realized and unrealized gains (losses) per share do not correlate with the Fund’s net realized and unrealized gains (losses) presented in the Statement of Operations due to the timing of capital transactions in relation to the fluctuating market values of the Fund’s investments. |
SEE NOTES TO FINANCIAL STATEMENTS.
| |
| | | | | Ratios to average net assets (a) | |
Net asset
value,
end of
period | | | Market
price
total
return (c)(e) | | | Net
investment
income
(loss) | Portfolio
turnover
rate (c) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022
1. Organization
J.P. Morgan Exchange-Traded Fund Trust (the “Trust”) was formed on February 25, 2010, and is governed by a Declaration of Trust as amended and restated February 19, 2014, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
The following are 4 separate funds of the Trust (each, a "Fund" and collectively, the "Funds") covered by this report:
| Diversification Classification |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF(1) | |
JPMorgan Active Value ETF(2) | |
JPMorgan Equity Premium Income ETF | |
JPMorgan Nasdaq Equity Premium Income ETF(3) | |
|
| Commenced operations on July 7, 2021. |
| Commenced operations on October 4, 2021. |
| Commenced operations on May 3, 2022. |
The investment objective of JPMorgan ActiveBuilders U.S. Large Cap Equity ETF ("ActiveBuilders U.S. Large Cap Equity ETF") and JPMorgan Active Value ETF ("Active Value ETF") is to seek to provide long-term capital appreciation.
The investment objective of JPMorgan Equity Premium Income ETF ("Equity Premium Income ETF") and JPMorgan Nasdaq Premium Income ETF ("Nasdaq Equity Premium Income ETF") is to seek current income while maintaining prospects for capital appreciation.
Shares of each Fund are listed and traded at market price on an exchange as follows:
| |
ActiveBuilders U.S. Large Cap Equity ETF | |
| |
Equity Premium Income ETF | |
Nasdaq Equity Premium Income ETF | |
Market prices for the Funds’ shares may be different from their net asset value (“NAV”).
The Funds issue and redeem their shares on a continuous basis, through JPMorgan Distribution Services, Inc. (the “Distributor” or “JPMDS”), an indirect, wholly-owned subsidiary of JPMorgan, at NAV in large blocks of shares, referred to as “Creation Units” as shown in the table below:
| |
ActiveBuilders U.S. Large Cap Equity ETF | |
| |
Equity Premium Income ETF | |
Nasdaq Equity Premium Income ETF | |
Creation Units are issued and redeemed principally in-kind for a basket of securities. A cash amount may be substituted if the Fund has sizable exposure to market or sponsor restricted securities. Shares are generally traded in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Only individuals or institutions that have entered into an authorized participant agreement with the Distributor may do business directly with the Funds (each, an “Authorized Participant”).
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. The Funds are investment companies and, accordingly, follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 — Investment Companies, which is part of U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
| J.P. Morgan Exchange-Traded Funds | |
A. Valuation of Investments — Investments are valued in accordance with GAAP and the Funds' valuation policies set forth by, and under the supervision and responsibility of, the Boards of Trustees of the Trust (the "Boards"), which established the following approach to valuation, as described more fully below: (i) investments for which market quotations are readily available shall be valued at their market value and (ii) all other investments for which market quotations are not readily available shall be valued at their fair value as determined in good faith by the Boards.
The Administrator has established the J.P. Morgan Asset Management Americas Valuation Committee (“AVC”) to assist the Boards with the oversight and monitoring of the valuation of the Funds' investments. The Administrator implements the valuation policies of the Funds' investments, as directed by the Boards. The AVC oversees and carries out the policies for the valuation of investments held in the Funds. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight including, but not limited to, consideration of macro or security specific events, market events, and pricing vendor and broker due diligence. The Administrator is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and, at least on a quarterly basis, with the AVC and the Boards.
Fixed income instruments are valued based on prices received from approved affiliated and unaffiliated pricing vendors or third party broker-dealers (collectively referred to as “Pricing Services”). The Pricing Services use multiple valuation techniques to determine the valuation of fixed income instruments. In instances where sufficient market activity exists, the Pricing Services may utilize a market-based approach through which trades or quotes from market makers are used to determine the valuation of these instruments. In instances where sufficient market activity may not exist, the Pricing Services also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or market characteristics in order to estimate the relevant cash flows, which are then discounted to calculate the fair values.
Equities and other exchange-traded instruments are valued at the last sale price or official market closing price on the primary exchange on which the instrument is traded before the NAV of the Funds are calculated on a valuation date.
Investments in open-end investment companies (“Underlying Funds”) are valued at each Underlying Fund’s NAV per share as of the report date.
Futures contracts are generally valued on the basis of available market quotations.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer-related events after the report date and prior to issuance of the report are not reflected herein.
The various inputs that are used in determining the valuation of the Funds’ investments are summarized into the three broad levels listed below.
•
Level 1 — Quoted prices in active markets for identical securities.
•
Level 2 — Other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
•
Level 3 — Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input, both individually and in the aggregate, that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, certain money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as level 2.
The following tables represent each valuation input as presented on the Schedules of Portfolio Investments (“SOIs”):
ActiveBuilders U.S. Large Cap Equity ETF | | | | |
| | Level 2
Other significant
observable inputs | Level 3
Significant
unobservable inputs | |
Total Investments in Securities (a) | | | | |
Depreciation in Other Financial Instruments | | | | |
| | | | |
|
| Please refer to the SOI for specifics of portfolio holdings. |
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
| | | | |
| | Level 2
Other significant
observable inputs | Level 3
Significant
unobservable inputs | |
Total Investments in Securities (a) | | | | |
|
| Please refer to the SOI for specifics of portfolio holdings. |
Equity Premium Income ETF | | | | |
| | Level 2
Other significant
observable inputs | Level 3
Significant
unobservable inputs | |
Investments in Securities | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Total Investments in Securities | | | | |
Nasdaq Equity Premium Income ETF | | | | |
| | Level 2
Other significant
observable inputs | Level 3
Significant
unobservable inputs | |
Investments in Securities | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Total Investments in Securities | | | | |
Depreciation in Other Financial Instruments | | | | |
| | | | |
B. Restricted Securities — Certain securities held by the Funds may be subject to legal or contractual restrictions on resale. Restricted securities generally are resold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Disposal of these securities may involve time-consuming negotiations and expense. Prompt sale at the current valuation may be difficult and could adversely affect the NAVs of the Funds.
As of June 30, 2022, the Funds had no investments in restricted securities other than securities sold to the Funds under Rule 144A and/or Regulation S under the Securities Act.
C. Securities Lending — The Funds are authorized to engage in securities lending in order to generate additional income. The Funds are able to lend to approved borrowers. Citibank N.A. (“Citibank”) serves as lending agent for the Funds, pursuant to a Securities Lending Agency Agreement (the “Securities Lending Agency Agreement”). Securities loaned are collateralized by cash equal to at least 100% of the market value plus accrued interest on the securities lent, which is invested in the Class IM Shares of the JPMorgan U.S. Government Money Market Fund and the Agency SL Class Shares of the JPMorgan Securities Lending Money Market Fund. The Funds retain the interest earned on cash collateral investments but are required to pay the borrower a rebate for the use of the cash collateral. In cases where the lent security is of high value to borrowers, there may be a negative rebate (i.e., a net payment from the borrower to the Funds). Upon termination of a loan, the Funds are required to return to the borrower an amount equal to the cash collateral, plus any rebate owed to the borrowers. The remaining maturities of the securities lending transactions are considered overnight and continuous. Loans are subject to termination by the Funds or the borrower at any time.
The net income earned on the securities lending (after payment of rebates and Citibank’s fee) is included on the Statements of Operations as Income from securities lending (net). The Funds also receive payments from the borrower during the period of the loan, equivalent to dividends and interest earned on the securities loaned, which are recorded as Dividend or Interest income, respectively, on the Statements of Operations.
Under the Securities Lending Agency Agreement, Citibank marks to market the loaned securities on a daily basis. In the event the cash received from the borrower is less than 102% of the value of the loaned securities (105% for loans of non-U.S. securities), Citibank requests additional cash from
| J.P. Morgan Exchange-Traded Funds | |
the borrower so as to maintain a collateralization level of at least 102% of the value of the loaned securities plus accrued interest (105% for loans of non-U.S. securities), subject to certain de minimis amounts.
The value of securities out on loan is recorded as an asset on the Statements of Assets and Liabilities. The value of the cash collateral received is recorded as a liability on the Statements of Assets and Liabilities and details of collateral investments are disclosed on the SOIs.
The Funds bear the risk of loss associated with the collateral investments and are not entitled to additional collateral from the borrower to cover any such losses. To the extent that the value of the collateral investments declines below the amount owed to a borrower, the Funds may incur losses that exceed the amount they earned on lending the security. Upon termination of a loan, the Funds may use leverage (borrow money) to repay the borrower for cash collateral posted if the Adviser does not believe that it is prudent to sell the collateral investments to fund the payment of this liability. Securities lending activity is subject to master netting arrangements.
Securities lending also involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, Citibank has agreed to indemnify the Funds from losses resulting from a borrower’s failure to return a loaned security.
ActiveBuilders U.S. Large Cap Equity ETF, Active Value ETF and Equity Premium Income ETF did not have any securities out on loan at June 30, 2022. Nasdaq Equity Premium Income ETF did not lend out any securities during the year ended June 30, 2022.
D. Investment Transactions with Affiliates — The Funds invested in Underlying Funds which are advised by the Adviser. An issuer which is under common control with a Fund may be considered an affiliate. For the purposes of the financial statements, the Funds assume the issuers listed in the tables below to be affiliated issuers. Underlying Funds’ distributions may be reinvested into such Underlying Funds. Reinvestment amounts are included in the purchases at cost amounts in the tables below.
ActiveBuilders U.S. Large Cap Equity ETF |
For the year ended June 30, 2022 |
| | | | | Change in
Unrealized
Appreciation/
(Depreciation) | | | | Capital Gain
Distributions |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c) | | | | | | | | | |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c) | | | | | | | | | |
| | | | | | | | | |
|
| Commencement of operations was July 7, 2021. |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
| Amount is included on the Statement of Operations as Income from securities lending (net) (after payments of rebates and Citibank’s fee). |
|
For the year ended June 30, 2022 |
| Value at
October 4,
2021(a) | | | | Change in
Unrealized
Appreciation/
(Depreciation) | | | | Capital Gain
Distributions |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c) | | | | | | | | | |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c) | | | | | | | | | |
| | | | | | | | | |
|
| Commencement of operations was October 4, 2021. |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
| Amount is included on the Statement of Operations as Income from securities lending (net) (after payments of rebates and Citibank’s fee). |
Equity Premium Income ETF |
For the year ended June 30, 2022 |
| | | | | Change in
Unrealized
Appreciation/
(Depreciation) | | | | Capital Gain
Distributions |
JPMorgan Securities Lending Money Market Fund Agency SL Class Shares, 1.50% (a) (b) | | | | | | | | | |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (a) (b) | | | | | | | | | |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (a) (b) | | | | | | | | | |
| | | | | | | | | |
|
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
| Amount is included on the Statement of Operations as Income from securities lending (net) (after payments of rebates and Citibank’s fee). |
Nasdaq Equity Premium Income ETF |
For the year ended June 30, 2022 |
| | | | | Change in
Unrealized
Appreciation/
(Depreciation) | | | | Capital Gain
Distributions |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c) | | | | | | | | | |
|
| Commencement of operations was May 3, 2022. |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
E. Futures Contracts— ActiveBuilders U.S. Large Cap Equity ETF. Equity Premium Income ETF and Nasdaq Equity Premium Income ETF used index and treasury futures contracts to manage and hedge interest rate and equity price risks associated with portfolio investments. The Funds also purchased futures contracts to invest incoming cash in the market or sold futures in response to cash outflows, thereby simulating an invested position in the underlying index while maintaining a cash balance for liquidity.
Futures contracts provide for the delayed delivery of the underlying instrument at a fixed price or are settled for a cash amount based on the change in the value of the underlying instrument at a specific date in the future. Upon entering into a futures contract, the Funds are required to deposit with the broker, cash or securities in an amount equal to a certain percentage of the contract amount, which is referred to as the initial margin deposit. Subsequent payments, referred to as variation margin, are made or received by the Funds periodically and are based on changes in the market value of open futures contracts. Changes in the market value of open futures contracts are recorded as Change in net unrealized appreciation/depreciation on futures contracts on the Statements of Operations. Realized gains or losses, representing the difference between the value of the contract at the time it was opened and the value at the time it was closed, are reported on the Statements of Operations at the closing or expiration of the futures contract. Securities deposited as initial margin are designated on the SOIs, while cash deposited, which is considered
| J.P. Morgan Exchange-Traded Funds | |
restricted, is recorded on the Statements of Assets and Liabilities. A receivable from and/or a payable to brokers for the daily variation margin is also recorded on the Statements of Assets and Liabilities.
The use of futures contracts exposes the Funds to equity price, foreign exchange and interest rate risks. The Funds may be subject to the risk that the change in the value of the futures contract may not correlate perfectly with the underlying instrument. Use of long futures contracts subjects the Funds to risk of loss in excess of the amounts shown on the Statements of Assets and Liabilities, up to the notional amount of the futures contracts. Use of short futures contracts subjects the Funds to unlimited risk of loss. The Funds may enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction; therefore, the Funds' credit risk is limited to failure of the exchange or board of trade. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of positions.
The Funds' futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty and net amounts owed or due across transactions).
The table below discloses the volume of the Funds' futures contracts activity during the year ended June 30, 2022:
| ActiveBuilders U.S.
Large Cap
Equity ETF | | Nasdaq Equity Premium Income ETF |
| | | |
Average Notional Balance Long | | | |
Average Notional Balance Short | | | |
Ending Notional Balance Long | | | |
|
| For the period July 7, 2021 through June 30, 2022. |
| For the period May 3, 2022 through June 30, 2022. |
F. Equity-Linked Notes — Equity Premium Income ETF and Nasdaq Equity Premium Income ETF invested in Equity-Linked Notes (“ELNs”). These are hybrid instruments which combine both debt and equity characteristics into a single note form. ELNs' values are linked to the performance of an underlying index. ELNs are unsecured debt obligations of an issuer and may not be publicly listed or traded on an exchange. ELNs are valued daily, under procedures adopted by the Board, based on values provided by an approved pricing source. These notes have a coupon which is accrued and recorded as Interest income from non-affiliates on the Statements of Operations. Changes in the market value of ELNs are recorded as Change in net unrealized appreciation or depreciation on the Statements of Operations. A Fund realizes a gain or loss when an ELN is sold or matures, which is recorded as Net realized gain (loss) on transactions from investments in non-affiliates on the Statements of Operations.
As of June 30, 2022, Equity Premium Income ETF and Nasdaq Equity Premium Income ETF had outstanding ELNs as listed on the SOI.
G. Security Transactions and Investment Income— Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method, which adjusts for amortization of premiums and accretion of discounts. Distributions of net investment income and realized capital gains from the Underlying Funds are recorded on the ex-dividend date.
To the extent such information is publicly available, the Funds record distributions received in excess of income earned from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Funds adjust the estimated amounts of the components of distributions (and consequently their net investment income) as necessary, once the issuers provide information about the actual composition of the distributions.
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
H. Federal Income Taxes — Each Fund is treated as a separate taxable entity for Federal income tax purposes. Each Fund's policy is to comply with the provisions of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized capital gains on investments. Accordingly, no provision for Federal income tax is necessary. Management has reviewed the Funds' tax positions for all open tax years and has determined that as of June 30, 2022, no liability for Federal income tax is required in the Funds' financial statements for net unrecognized tax benefits. However, management’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. Each Fund's Federal tax returns for the prior three fiscal years, or since inception if shorter, remain subject to examination by the Internal Revenue Service.
I. Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid at least monthly for Equity Premium Income ETF and Nasdaq Equity Premium Income ETF at least annually for ActiveBuilders U.S. Large Cap Equity ETF and at least quarterly for Active Value ETF. Net realized capital gains, if any, are distributed at least annually. The amount of distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from GAAP. To the extent these “book/tax” differences are permanent in nature (i.e., that they result from other than timing of recognition — “temporary differences”), such amounts are reclassified within the capital accounts based on their Federal tax basis treatment.
The following amounts were reclassified within the capital accounts:
| | Accumulated
undistributed
(distributions in
excess of)
net investment
income | Accumulated
net realized
gains (losses) |
ActiveBuilders U.S. Large Cap Equity ETF | | | |
| | | |
Equity Premium Income ETF | | | |
The reclassifications for the Funds relate primarily to investments, return of capital and redemptions in-kind.
3. Fees and Other Transactions with Affiliates
A. Management Fee— JPMIM manages the investments of each Fund pursuant to a Management Agreement. For such services, JPMIM is paid a fee which is accrued daily and paid no more frequently than monthly based on each Fund's respective average daily net assets at the following rate:
| |
ActiveBuilders U.S. Large Cap Equity ETF | |
| |
Equity Premium Income ETF | |
Nasdaq Equity Premium Income ETF | |
Under each Management Agreement, JPMIM is responsible for substantially all expenses of each Fund, (including expenses of the Trust relating to each Fund), except for the management fees, payments under the Funds' 12b-1 plan (if any), interest expenses, dividend and interest expenses related to short sales, taxes, acquired fund fees and expenses (other than fees for funds advised by the adviser and/or its affiliates), costs of holding shareholder meetings, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of each Fund’s business. Additionally, each Fund is responsible for its non-operating expenses, including brokerage commissions and fees and expenses associated with each Fund’s securities lending program, if applicable. For the avoidance of doubt, the Adviser’s payment of such expenses may be accomplished through a Fund’s payment of such expenses and a corresponding reduction in the fee payable to the Adviser, provided, however, that if the amount of expenses paid by a Fund exceeds the fee payable to the Adviser, the Adviser will reimburse that Fund for such amount.
B. Administration Fee — JPMIM provides administration services to the Funds. Pursuant to each Management Agreement, JPMIM is compensated as described in Note 3.A.
JPMorgan Chase Bank, N.A. (“JPMCB”), a wholly-owned subsidiary of JPMorgan, serves as the Funds' sub-administrator (the “Sub-administrator”). For its services as Sub-administrator, JPMCB receives a portion of the management fees payable to JPMIM.
C. Custodian, Accounting and Transfer Agent Fees— JPMCB provides custody, accounting and transfer agency services to the Funds. For performing these services, JPMIM pays JPMCB transaction and asset-based fees that vary according to the number of transactions and positions, plus out-of-pocket expenses.
Additionally, Authorized Participants generally pay transaction fees associated with the creation and redemption of Fund shares. These fees are paid to JPMIM to offset certain custodian charges that are covered by each Management Agreement.
| J.P. Morgan Exchange-Traded Funds | |
Interest income earned on cash balances at the custodian, if any, is included in Interest income from affiliates on the Statements of Operations.
Interest expense paid to the custodian related to cash overdrafts, if any, is included in Interest expense to affiliates on the Statements of Operations.
D. Distribution Services— The Distributor or its agent distributes Creation Units for each Fund on an agency basis. The Distributor does not maintain a secondary market in shares of each Fund. JPMDS receives no fees for their distribution services under the distribution agreement with the Trust (the “Distribution Agreement”). Although the Trust does not pay any fees under the Distribution Agreement, JPMIM pays JPMDS for certain distribution related services.
E. Waivers and Reimbursements— The Funds may invest in one or more money market funds advised by the Adviser (affiliated money market funds). The fees for the affiliated money market funds are covered under each Management Agreement as described in Note 3.A.
F. Other — Certain officers of the Trust are affiliated with the Adviser, the Administrator and JPMDS. Such officers receive no compensation from the Funds for serving in their respective roles.
The Board designated and appointed a Chief Compliance Officer to the Funds pursuant to Rule 38a-1 under the 1940 Act. The fees associated with the office of the Chief Compliance Officer are paid for by JPMIM as described in Note 3.A.
4. Investment Transactions
During the year ended June 30, 2022, purchases and sales of investments (excluding short-term investments) were as follows:
| Purchases
(excluding
U.S. Government) | Sales
(excluding
U.S. Government) |
ActiveBuilders U.S. Large Cap Equity ETF | | |
| | |
Equity Premium Income ETF | | |
Nasdaq Equity Premium Income ETF | | |
For the year ended June 30, 2022, in-kind transactions associated with creations and redemptions were as follows:
| | |
ActiveBuilders U.S. Large Cap Equity ETF | | |
| | |
Equity Premium Income ETF | | |
Nasdaq Equity Premium Income ETF | | |
During the year ended June 30, 2022, the Funds delivered portfolio securities for the redemption of Fund Shares (in-kind redemptions). Cash and portfolio securities were transferred for redemptions at fair value. For financial reporting purposes, the Funds recorded net realized gains and losses in connection with each in-kind redemption transaction.
5. Federal Income Tax Matters
For Federal income tax purposes, the estimated cost and unrealized appreciation (depreciation) in value of investments held at June 30, 2022 were as follows:
| | Gross
Unrealized
Appreciation | Gross
Unrealized
Depreciation | Net Unrealized
Appreciation
(Depreciation) |
ActiveBuilders U.S. Large Cap Equity ETF | | | | |
| | | | |
Equity Premium Income ETF | | | | |
Nasdaq Equity Premium Income ETF | | | | |
The difference between book and tax basis appreciation (depreciation) on investments is primarily attributed to tax adjustments on certain derivatives and wash sale loss deferrals.
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
The tax character of distributions paid during the year ended June 30, 2022 was as follows:
| | |
ActiveBuilders U.S. Large Cap Equity ETF | | |
| | |
Equity Premium Income ETF | | |
Nasdaq Equity Premium Income ETF | | |
|
| Short-term gain distributions are treated as ordinary income for income tax purposes. |
The tax character of distributions paid during the year ended June 30, 2021 was as follows:
| | |
Equity Premium Income ETF | | |
|
| Short-term gain distributions are treated as ordinary income for income tax purposes. |
As of June 30, 2022, the estimated components of net assets (excluding paid-in-capital) on a tax basis were as follows:
| Current
Distributable
Ordinary
Income | Current
Distributable
Long-Term
Capital Gain
(Tax Basis Capital
Loss Carryover) | Unrealized
Appreciation
(Depreciation) |
ActiveBuilders U.S. Large Cap Equity ETF | | | |
| | | |
Equity Premium Income ETF | | | |
Nasdaq Equity Premium Income ETF | | | |
The cumulative timing differences primarily consist of tax adjustments on certain derivatives, straddle loss deferrals and wash sale loss deferrals.
At June 30, 2022, the following Funds had net capital loss carryforwards which are available to offset future realized gains:
| Capital Loss Carryforward Character |
| | |
ActiveBuilders U.S. Large Cap Equity ETF | | |
Equity Premium Income ETF | | |
Nasdaq Equity Premium Income ETF | | |
Net capital losses (gains) incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Funds' next taxable year. For the year ended June 30, 2022, the Funds deferred to July 1, 2022 the following net capital losses (gains) of:
| Net Capital Losses (Gains) |
| | |
ActiveBuilders U.S. Large Cap Equity ETF | | |
| | |
Equity Premium Income ETF | | |
| J.P. Morgan Exchange-Traded Funds | |
6. Capital Share Transactions
The Trust issues and redeems shares of the Funds only in Creation Units through the Distributor at NAV. Capital shares transactions detail can be found in the Statements of Changes in Net Assets.
Shares of the Funds may only be purchased or redeemed by Authorized Participants. Such Authorized Participants may from time to time hold, of record or beneficially, a substantial percentage of the Funds' shares outstanding and act as executing or clearing broker for investment transactions on behalf of the Funds. An Authorized Participant is either (1) a “Participating Party” or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC”); or (2) a DTC Participant; which, in either case, must have executed an agreement with the Distributor.
Creation Units of a Fund may be created in advance of receipt by the Trust of all or a portion of the applicable basket of equity securities and other instruments (“Deposit Instruments”) and cash as described in the Funds’ registration statement. In these instances, the initial Deposit Instruments and cash must be deposited in an amount equal to the sum of the cash amount plus at least 105% for the Funds of the market value of undelivered Deposit Instruments. A transaction fee may be imposed to offset transfer and other transaction costs associated with the purchase or redemption of Creation Units.
Authorized Participants transacting in Creation Units for cash may also pay a variable fee to compensate the relevant fund for market impact expenses relating to investing in portfolio securities. Such variable fees, if any, are included in “Proceeds from shares issued” in the Statements of Changes in Net Assets.
7. Risks, Concentrations and Indemnifications
In the normal course of business, the Funds enter into contracts that contain a variety of representations which provide general indemnifications. Each Fund's maximum exposure under these arrangements is unknown. The amount of exposure would depend on future claims that may be brought against each Fund. However, based on experience, the Funds expect the risk of loss to be remote.
As of June 30, 2022, the Adviser owned shares representing more than 10% of net assets of the following Funds:
| |
ActiveBuilders U.S. Large Cap Equity ETF | |
| |
Nasdaq Equity Premium Income ETF | |
Significant shareholder transactions by the Adviser may impact the Funds' performance.
Disruptions to creations and redemptions, the existence of significant market volatility or potential lack of an active trading market for the Shares (including through a trading halt), as well as other factors, may result in Shares trading significantly above (at a premium) or below (at a discount) to the NAV or to the intraday value of the Funds’ holdings. During such periods, investors may incur significant losses if shares are sold.
Equity Premium Income ETF's and Nasdaq Equity Premium Income ETF's investments in ELNs entail varying degrees of risks. The Funds are subject to loss of their full principal amount. In addition, the ELNs are subject to a stated maximum return which may limit the payment at maturity. The Funds may also be exposed to additional risks associated with structured notes including: counterparty credit risk related to the issuer’s ability to make payment at maturity; liquidity risk related to a lack of liquid market for these notes, preventing the Funds from trading or selling the notes easily; and a greater degree of market risk than other types of debt securities because the investor bears the risk associated with the underlying financial instruments.
The Funds are subject to infectious disease epidemics/pandemics risk. The worldwide outbreak of COVID-19 has negatively affected economies, markets and individual companies throughout the world. The effects of this COVID-19 pandemic to public health, and business and market conditions, including among other things, reduced consumer demand and economic output, supply chain disruptions and increased government spending may continue to have a significant negative impact on the performance of a Fund's investments, increase a Fund's volatility, negatively impact a Fund’s arbitrage and pricing mechanisms, exacerbate other pre-existing political, social and economic risks to the Funds and negatively impact broad segments of businesses and populations. In addition, governments, their regulatory agencies, or self-regulatory organizations have taken or may take actions in response to the pandemic that affect the instruments in which the Funds invest, or the issuers of such instruments, in ways that could also have a significant negative impact on a Fund’s investment performance. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long-term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact a Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to frequent changes.
| J.P. Morgan Exchange-Traded Funds | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of J.P. Morgan Exchange-Traded Fund Trust and Shareholders of each of the four funds listed in the table below
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of each of the funds listed in the table below (four of the funds constituting J.P. Morgan Exchange-Traded Fund Trust, hereafter collectively referred to as the "Funds") as of June 30, 2022, the related statements of operations and of changes in net assets for each of the periods indicated in the table below, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of June 30, 2022, the results of each of their operations and the changes in each of their net assets for the periods indicated in the table below, and each of the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.
Fund
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF* |
JPMorgan Active Value ETF** |
JPMorgan Equity Premium Income ETF*** |
JPMorgan Nasdaq Equity Premium Income ETF**** |
| Statement of operations and statement of changes in net assets for the period July 7, 2021 (commencement of operations) through June 30, 2022 |
| Statement of operations and statement of changes in net assets for the period October 4, 2021 (commencement of operations) through June 30, 2022 |
| Statement of operations for the year ended June 30, 2022 and statement of changes in net assets for the years ended June 30, 2022 and June 30, 2021 |
| Statement of operations and statement of changes in net assets for the period May 3, 2022 (commencement of operations) through June 30, 2022 |
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.
/s/PricewaterhouseCoopers LLP
New York, New York
August 29, 2022
We have served as the auditor of one or more investment companies in the JPMorgan Funds complex since 1993.
| J.P. Morgan Exchange-Traded Funds | |
The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and is available, without charge, upon request by calling 1-844-457-6383 or on the J.P. Morgan Funds’ website at www.jpmorganfunds.com.
Name (Year of Birth);
Positions With
the Funds (1) | Principal Occupation
During Past 5 Years | Number of
Funds in Fund
Complex Overseen
by Trustee (2) | Other Directorships Held
During the Past 5 Years |
| | | |
John F. Finn (1947); Chair
since 2020; Trustee since 1998. | Chairman, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (serving in various roles 1974-present). | | Director, Greif, Inc. (GEF) (industrial package products and services) (2007-present); Trustee, Columbus Association for the Performing Arts (1988-present) |
Stephen P. Fisher (1959);
Trustee since 2018. | Retired; Chairman and Chief Executive Officer, NYLIFE Distributors LLC (registered brokerdealer) (serving in various roles 2008-2013); Chairman, NYLIM Service Company LLC (transfer agent) (2008-2017); New York Life Investment Management LLC (registered investment adviser) (serving in various roles 2005-2017); Chairman, IndexIQ Advisors LLC (registered investment adviser for ETFs) (2014-2017); President, MainStay VP Funds Trust (2007-2017), MainStay DefinedTerm Municipal Opportunities Fund (2011-2017) and MainStay Funds Trust (2007-2017) (registered investment companies). | | Honors Program Advisory Board Member, The Zicklin School of Business, Baruch College, The City University of New York (2017-present). |
Gary L. French (1951);
Trustee since 2014. | Real Estate Investor (2011-2020); Investment management industry Consultant and Expert Witness (2011-present); Senior Consultant for The Regulatory Fundamentals Group LLC (2011-2017). | | Independent Trustee, The China Fund, Inc. (2013-2019); Exchange Traded Concepts Trust II (2012-2014); Exchange Traded Concepts Trust I (2011-2014). |
Kathleen M. Gallagher (1958);
Trustee since 2018. | Retired; Chief Investment Officer — Benefit Plans, Ford Motor Company (serving in various roles 1985-2016). | | Non- Executive Director, Legal & General Investment Management (Holdings) (2018-present); Non-Executive Director, Legal & General Investment Management America U.S. Holdings (financial services and insurance) (2017-present); Advisory Board Member, State Street Global Advisors Total Portfolio Solutions (2017-present); Member, Client Advisory Council, Financial Engines, LLC (registered investment adviser) (2011-2016); Director, Ford Pension Funds Investment Management Ltd. (2007-2016). |
Robert J. Grassi (1957);
Trustee since 2014. | Sole Proprietor, Academy Hills Advisors LLC (2012-present); Pension Director, Corning Incorporated (2002-2012). | | |
Frankie D. Hughes (1952);
Trustee since 2008. | President, Ashland Hughes Properties (property management) (2014-present); President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993-2014). | | |
| J.P. Morgan Exchange-Traded Funds | |
TRUSTEES
(Unaudited) (continued)
Name (Year of Birth); Positions With the Funds (1) | Principal Occupation During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee (2) | Other Directorships Held During the Past 5 Years |
Raymond Kanner (1953);
Trustee since 2017. | Retired; Managing Director & Chief Investment Officer, IBM Retirement Funds (2007-2016). | | Advisory Board Member, Penso Advisors LLC (2020-present); Advisory Board Member, Los Angeles Capital (2018-present); Advisory Board Member, State Street Global Advisors Total Portfolio Solutions (2017- present); Acting Executive Director, Committee on Investment of Employee Benefit Assets (CIEBA) (2016-2017); Advisory Board Member, Betterment for Business (robo advisor) (2016- 2017); Advisory Board Member, BlueStar Indexes (index creator) (2013-2017); Director, Emerging Markets Growth Fund (registered investment company) (1997-2016); Member, Russell Index Client Advisory Board (2001-2015). |
Thomas P. Lemke (1954);
Trustee since 2014. | | | (1) Independent Trustee of Advisors’ Inner Circle III fund platform, consisting of the following: (i) the Advisors’ Inner Circle Fund III, (ii) the Gallery Trust, (iii) the Schroder Series Trust, (iv) the Delaware Wilshire Private Markets Fund (since 2020), (v) Chiron Capital Allocation Fund Ltd., and (vi) formerly the Winton Diversified Opportunities Fund (2014-2018); and (2) Independent Trustee of the Symmetry Panoramic Trust (since 2018). |
Lawrence R. Maffia (1950);
Trustee since 2014. | Retired; Director and President, ICI Mutual Insurance Company (2006-2013). | | Director, ICI Mutual Insurance Company (1999-2013). |
Mary E. Martinez (1960); Vice
Chair since 2021; Trustee since 2013. | Associate, Special Properties, a Christie’s International Real Estate Affiliate (2010-present); Managing Director, Bank of America (asset management) (2007-2008); Chief Operating Officer, U.S. Trust Asset Management, U.S. Trust Company (asset management) (2003-2007); President, Excelsior Funds (registered investment companies) (2004-2005). | | |
Marilyn McCoy (1948); Trustee since 2005. | Vice President of Administration and Planning, Northwestern University (1985-present). | | |
Dr. Robert A. Oden, Jr. (1946); Trustee since 2005. | Retired; President, Carleton College (2002-2010); President, Kenyon College (1995-2002). | | Trustee, The Coldwater Conservation Fund (2017-present); Trustee, American Museum of Fly Fishing (2013-present); Trustee and Vice Chair, Trout Unlimited (2017-2021);Trustee, Dartmouth- Hitchcock MedicalCenter (2011-2020). |
Marian U. Pardo* (1946);
Trustee since 2013. | Managing Director and Founder, Virtual Capital Management LLC (investment consulting) (2007-present); Managing Director, Credit Suisse Asset Management (portfolio manager) (2003-2006). | | Board Chair and Member, Board of Governors, Columbus Citizens Foundation (not-for-profit supporting philanthropic and cultural programs) (2006-present). |
| J.P. Morgan Exchange-Traded Funds | |
Name (Year of Birth); Positions With the Funds (1) | Principal Occupation During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee (2) | Other Directorships Held During the Past 5 Years |
Emily A. Youssouf (1951);
Trustee since 2022. | Adjunct Professor (2011-present) and Clinical Professor (2009-2011), NYU Schack Institute of Real Estate; Board Member and Member of the Audit Committee (2013–present), Chair of Finance Committee (2019-present), Member of Related Parties Committee (2013-2018) and Member of the Enterprise Risk Committee (2015-2018), PennyMac Financial Services, Inc.; Board Member (2005-2018), Chair of Capital Committee (2006-2016), Chair of Audit Committee (2005-2018), Member of Finance Committee (2005-2018) and Chair of IT Committee (2016-2018), NYC Health and Hospitals Corporation. | | Trustee, NYC School Construction Authority (2009-present); Board Member, NYS Job Development Authority (2008-present); Trustee and Chair of the Audit Committee of the Transit Center Foundation (2015-2019). |
| | | |
| | | |
Robert F. Deutsch** (1957);
Trustee since 2014. | Retired; Head of the Global ETF Business for JPMorgan Asset Management (2013-2017); Head of the Global Liquidity Business for JPMorgan Asset Management (2003-2013). | | Treasurer and Director of the JUST Capital Foundation (2017-present). |
Nina O. Shenker** (1957);
Trustee since 2022. | Vice Chair (2017-2021), General Counsel and Managing Director (2008-2016), Associate General Counsel and Managing Director (2004-2008), J.P. Morgan Asset & Wealth Management. | | Director and Member of Legal and Human Resources Subcommittees, American Jewish Joint Distribution Committee(2018-present). |
|
| The year shown is the first year in which a Trustee became a member of any of the following: the Mutual Fund Board, the ETF Board, the heritage J.P. Morgan Funds or the heritage One Group Mutual Funds. Trustees serve an indefinite term, until resignation, retirement, removal or death. The Board’s current retirement policy sets retirement at the end of the calendar year in which the Trustee attains the age of 75, provided that any Board member who was a member of the Mutual Fund Board prior to January 1, 2022 and was born prior to January 1, 1950 shall retire from the Board at the end of the calendar year in which the Trustee attains the age of 78. | | |
| A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees serves currently includes nine registered investment companies (167 J.P. Morgan Funds). | | |
| In connection with prior employment with JPMorgan Chase, Ms. Pardo was the recipient of non-qualified pension plan payments from JPMorgan Chase in the amount of approximately $2,055 per month, which she irrevocably waived effective January 1, 2013, and deferred compensation payments from JPMorgan Chase in the amount of approximately $7,294 per year, which ended in January 2013. In addition, Ms. Pardo receives payments from a fully-funded qualified plan, which is not an obligation of JPMorgan Chase. | | |
| Designation as an “Interested Trustee” is based on prior employment by the Adviser or an affiliate of the Adviser or interests in a control person of the Adviser. | | |
| The contact address for each of the Trustees is 277 Park Avenue, New York, NY 10172. | | |
| J.P. Morgan Exchange-Traded Funds | |
Name (Year of Birth),
Positions Held with
the Trust (Since) | Principal Occupations During Past 5 Years |
Brian S. Shlissel (1964),
President and Principal Executive
Officer (2021)* | Managing Director and Chief Administrative Officer for J.P. Morgan pooled vehicles, J.P. Morgan Investment Management Inc. since 2014. |
Timothy J. Clemens (1975),
Treasurer and Principal Financial
Officer (2020) (formerly Assistant Treasurer 2019-2020) | Executive Director, J.P. Morgan Investment Management Inc. since February 2016. Mr. Clemens has been with J.P. Morgan Investment Management Inc. since 2013. |
Gregory S. Samuels (1980),
Secretary (2022) **(formerly Assistant
Secretary 2014-2022) | Managing Director and Assistant General Counsel, JPMorgan Chase. Mr. Samuels has been with JPMorgan Chase since 2010. |
Stephen M. Ungerman (1953),
Chief Compliance Officer (2014) | Managing Director, JPMorgan Chase & Co.; Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. |
Kiesha Astwood-Smith (1973),
Assistant Secretary (2021)** | Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Senior Director and Counsel,Equitable Financial Life Insurance Company (formerly, AXA Equitable Life Insurance Company) from September 2015 to June 2021. |
Matthew Beck (1988),
Assistant Secretary (2021)*** | Vice President and Assistant General Counsel, JPMorgan Chase since May 2021; Senior Legal Counsel, Ultimus Fund Solutions from May 2018 through May 2021; General Counsel, The Nottingham Company from April 2014 through May 2018. |
Elizabeth A. Davin (1964),
Assistant Secretary (2022)***
(formerly Secretary 2018-2022) | Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Davin has been with JPMorgan Chase (formerly Bank One Corporation) since 2004. |
Jessica K. Ditullio (1962),
Assistant Secretary (2014)*** | Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Ditullio has been with JPMorgan Chase (formerly Bank One Corporation) since 1990. |
Anthony Geron (1971),
Assistant Secretary (2019)** | Vice President and Assistant General Counsel, JPMorgan Chase since September 2018; Lead Director and Counsel, AXA Equitable Life Insurance Company from 2015 to 2018 and Senior Director and Counsel, AXA Equitable Life Insurance Company from 2014 to 2015. |
Carmine Lekstutis (1980),
Assistant Secretary (2014)** | Executive Director and Assistant General Counsel, JPMorgan Chase. Mr. Lekstutis has been with JPMorgan Chase since 2011. |
Max Vogel (1990),
Assistant Secretary (2021)** | Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Associate, Proskauer Rose LLP (law firm) from March 2017 to June 2021; Associate, Stroock & Stroock & Lavan LLP (law firm) from October 2015 to March 2017. |
Zachary E. Vonnegut-Gabovitch
(1986),
Assistant Secretary (2017)** | Vice President and Assistant General Counsel, JPMorgan Chase since September 2016. |
Frederick J. Cavaliere (1978),
Assistant Treasurer (2015)* | Executive Director, J.P. Morgan Investment Management Inc. Mr. Cavaliere has been with JPMorgan Chase since May 2006. |
Michael M. D’Ambrosio (1969),
Assistant Treasurer (2014) | Managing Director, J.P. Morgan Investment Management Inc. Mr. D’Ambrosio has been with J.P. Morgan Investment Management Inc. since 2012. |
Shannon Gaines (1977),
Assistant Treasurer (2019)*** | Vice President, J.P. Morgan Investment Management Inc. since January 2014. |
Nektarios E. Manolakakis (1972),
Assistant Treasurer (2020) | Executive Director, J.P. Morgan Investment Management Inc. Mr. Manolakakis has been with JPMorgan Chase since 2010. |
Todd McEwen (1981),
Assistant Treasurer (2020)*** | Vice President, J.P. Morgan Investment Management Inc. Mr. McEwen has been with J.P. Morgan Investment Management Inc. since 2010. |
|
The contact address for each of the officers, unless otherwise noted, is 277 Park Avenue, New York, NY 10172. |
| The contact address for the officer is 575 Washington Boulevard, Jersey City, NJ 07310. |
| J.P. Morgan Exchange-Traded Funds | |
| The contact address for the officer is 4 New York Plaza, New York, NY 10004. |
| The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240. |
| J.P. Morgan Exchange-Traded Funds | |
SCHEDULE OF SHAREHOLDER EXPENSES
(Unaudited)
Hypothetical $1,000 Investment
As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including brokerage commissions on your purchase and sales of Fund shares and (2) ongoing costs, primarily management fees. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these ongoing costs with the ongoing costs of investing in other funds. The examples assume that you had a $1,000 investment at the beginning of the reporting period, January 1, 2022, and continued to hold your shares at the end of the reporting period, June 30, 2022.
Actual Expenses
For each Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Fund under the heading titled “Expenses Paid During the
Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of each Fund in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The examples also assume all dividends and distributions have been reinvested. The examples do not take into account brokerage commissions that you pay when purchasing or selling shares of a Fund.
| Beginning Account Value January 1, 2022 | Ending Account Value June 30, 2022 | Expenses Paid During the Period | |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF | | | | |
| | | | |
| | | | |
JPMorgan Active Value ETF | | | | |
| | | | |
| | | | |
JPMorgan Equity Premium Income ETF | | | | |
| | | | |
| | | | |
JPMorgan Nasdaq Equity Premium Income ETF | | | | |
| | | | |
| | | | |
|
| Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
| Expenses are equal to the Fund’s annualized net expense ratio, multiplied by the average account value over the period, multiplied by 59/365 (to reflect the actual period). The Fund commenced operations on May 3, 2022. |
| J.P. Morgan Exchange-Traded Funds | |
LIQUIDITY RISK MANAGEMENT PROGRAM
(Unaudited)
Each of the Funds covered in this report has adopted the J.P. Morgan Funds and J.P. Morgan Exchange-Traded Funds Amended and Restated Liquidity Risk Management Program (the “Program”) under Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”). The Program seeks to assess, manage and review each Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund. Among other things, the Liquidity Rule requires that a written report be provided to the Board of Trustees (the “Board”) on an annual basis that addresses the operation of the Program and assesses the adequacy and effectiveness of its implementation, including the operation of any Highly Liquid Investment Minimum (“HLIM”), where applicable, and any material changes to the Program.
The Board has appointed J.P. Morgan Asset Management’s Liquidity Risk Forum to be the program administrator for the Program (the “Program Administrator”). In addition to regular reporting at each of its quarterly meetings, on February 8, 2022, the Board reviewed the Program Administrator’s annual written report (the “Report”) concerning the operation of the Program for the period from January 1, 2021 through December 31, 2021 (the “Program Reporting Period”). The Report addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including, where applicable, the operation of a Fund’s HLIM. During the Program Reporting Period, the Program was amended, pursuant to an exemptive order from the Securities and Exchange Commission, to permit the Funds to use liquidity definitions and classification methodologies that differ from the requirements under the Liquidity Rule in some respects. The Report discussed the implementation of these changes. No
other material changes were made to the Program during the Program Reporting Period. The Report summarized the operation of the Program and the information and factors considered by the Program Administrator in assessing whether the Program has been adequately and effectively implemented with respect to each Fund. Such information and factors included, among other things: (1) the effectiveness of the Program with respect to the identification of each Fund that qualifies as an “In-Kind ETF” (as defined in the Liquidity Rule); (2) the liquidity risk framework used to assess, manage, and periodically review each Fund’s Liquidity Risk and the results of this assessment; (3) the methodology and inputs for classifying the investments of a Fund (other than an In-Kind ETF) into one of the required liquidity categories that reflect an estimate of the liquidity of those investments under current market conditions (and, for In-Kind ETFs, the methodology and inputs for determining whether any investments should be classified as “Illiquid Investments” (as defined or modified under the Program)); (4) whether a Fund (other than an In-Kind ETF) invested primarily in “Highly Liquid Investments” (as defined or modified under the Program); (5) whether an HLIM should be established for a Fund (other than an In-Kind ETF) and the procedures for monitoring any HLIM; (6) whether a Fund invested more than 15% of its assets in “Illiquid Investments” and the procedures for monitoring for this limit; and (7) specific liquidity events arising during the Program Reporting Period. The Report further summarized the conditions of the exemptive order.
Based on this review, the Report concluded that: (1) the Program continues to be reasonably designed to effectively assess and manage each Fund’s Liquidity Risk; and (2) the Program has been adequately and effectively implemented with respect to each Fund during the Program Reporting Period.
| J.P. Morgan Exchange-Traded Funds | |
Certain tax information for the J.P. Morgan Funds is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable year ended June 30, 2022. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2022. The information necessary to complete your income tax returns for the calendar year ending December 31, 2022 will be provided under separate cover.
Dividends Received Deduction (DRD)
Each Fund listed below had the following percentage, or maximum allowable percentage, of ordinary income distributions eligible for the dividends received deduction for corporate shareholders for the fiscal year ended June 30, 2022:
| Dividends
Received
Deduction |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF | |
JPMorgan Active Value ETF | |
JPMorgan Equity Premium Income ETF | |
JPMorgan Nasdaq Equity Premium Income ETF | |
Qualified Dividend Income (QDI)
Each Fund listed below had the following amount, or maximum allowable amount, of ordinary income distributions treated as qualified dividends for the fiscal year ended June 30, 2022:
| |
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF | |
JPMorgan Active Value ETF | |
JPMorgan Equity Premium Income ETF | |
JPMorgan Nasdaq Equity Premium Income ETF | |
| J.P. Morgan Exchange-Traded Funds | |
BOARD APPROVAL OF INITIAL MANAGEMENT AGREEMENT
(Unaudited)
JPMorgan Nasdaq Equity Premium Income ETF
On February 8-10, 2022, the Board of Trustees (the “Board” or the “Trustees”) of JPMorgan Exchange-Traded Fund Trust (the “Trust”) held meetings and approved the initial management agreement (the “Management Agreement”) for the JPMorgan Nasdaq Equity Premium Income ETF (the “Fund”). The meetings were held by videoconference in reliance upon the Division of Investment Management Staff Statement on Fund Board Meetings and Unforeseen or Emergency Circumstances Related to Coronavirus Disease 2019. The Management Agreement was approved by a majority of the Trustees who are not “Interested Persons” (as defined in the Investment Company Act of 1940) of any party to that Management Agreement or any of their affiliates. In connection with the approval of the Management Agreement, the Trustees reviewed written materials prepared by the Adviser and received oral presentations from Adviser personnel. Before voting on the proposed Management Agreement, the Trustees reviewed the Management Agreement with representatives of the Adviser and with counsel to the Trust and independent legal counsel to the Trustees and received a memorandum from independent legal counsel discussing the legal standards for their consideration of the proposed Management Agreement. They also considered information they received from the Adviser over the course of the year in connection with their oversight of other funds managed by the Adviser. The Trustees also discussed the proposed Management Agreement with independent legal counsel in executive session at which no representatives of the Adviser were present.
A summary of the material factors evaluated by the Trustees in determining whether to approve the Management Agreement is provided below. The Trustees considered information provided with respect to the Fund and the approval of the Management Agreement. Each Trustee attributed his or her own evaluation of the significance of the various factors, and no factor alone was considered determinative. The Trustees determined that the proposed compensation to be received by the Adviser from the Fund under its Management Agreement was fair and reasonable and that initial approval of the Management Agreement was in the best interests of the Fund and its potential shareholders.
Summarized below are the material factors considered and discussed by the Trustees in reaching their conclusions:
Nature, Extent and Quality of Services Provided by the Adviser
In connection with the approval of the Fund’s initial Management Agreement, the Trustees considered the materials furnished specifically in connection with the approval of the Management Agreement, as well as other relevant information
furnished for the Trustees, regarding the nature, extent, and quality of services provided by the adviser. Among other things, the Trustees considered:
(i)
The background and experience of the Adviser’s senior management and investment personnel;
(ii)
The qualifications, backgrounds and responsibilities of the portfolio management team to be primarily responsible for the day-to-day management of the Fund;
(iii)
The investment strategy for the Fund, and the infrastructure supporting the portfolio management team;
(iv)
Information about the structure and distribution strategy of the Fund and how it fits within the Trust’s other fund offerings;
(v)
The administration services to be provided by the Adviser under the Management Agreement;
(vi)
Their knowledge of the nature and quality of the services provided by the Adviser and its affiliates gained from their experience as Trustees of the Trust and in the financial industry generally;
(vii)
The overall reputation and capabilities of the Adviser and its affiliates;
(viii)
The commitment of the Adviser to provide high quality service to the Fund;
(ix)
Their overall confidence in the Adviser’s integrity;
(x)
The Adviser’s responsiveness to requests for additional information, questions or concerns raised by them; and
(xi)
The Adviser’s business continuity plan, steps the Adviser and its affiliates would be taking to provide services to the Fund during the COVID-19 pandemic and the Adviser’s and its affiliates’ success in continuing to provide services to the other J.P. Morgan ETFs and their shareholders throughout this period.
Based upon these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of services to be provided to the Fund by the Adviser.
Fall-Out Benefits
The Trustees reviewed information regarding potential “fall-out” or ancillary benefits expected to be received by the Adviser and its affiliates as a result of their relationship with the Fund. Additionally, the Trustees considered that any fall-out or ancillary benefits would be comparable to those related to the other funds in the complex.
| J.P. Morgan Exchange-Traded Funds | |
BOARD APPROVAL OF INITIAL MANAGEMENT AGREEMENT
(Unaudited) (continued)
The Trustees also considered the benefits the Adviser is expected to receive as the result of JPMorgan Chase Bank, N.A.’s (“JPMCB”), an affiliate of the Adviser, roles as custodian, fund accountant and transfer agent for the Fund, including the profitability of those arrangements to JPMCB.
Economies of Scale
The Trustees considered the extent to which the Fund will benefit from economies of scale. The Trustees noted that the proposed unitary management fee schedule for the Fund does not contain breakpoints. The Trustees considered that shareholders would benefit because expenses would be limited even when the Fund is new and not achieving economies of scale. The Trustees considered the fact that increases in assets would not lead to fee decreases even if economies of scale are achieved, but also that the Trustees would have the opportunity to further review the appropriateness of the fee payable to the Adviser under its Management Agreement in the future. After considering the factors identified above, the Trustees concluded that the Fund’s shareholders will receive the benefits of potential economies of scale.
Fees Relative to Adviser’s Other Clients
The Trustees considered the Adviser’s view that it does not manage other accounts with a substantially similar investment strategy as that of the Fund.
Investment Performance
The Trustees considered the Fund’s investment strategy and processes, the portfolio management team and competitive positioning against identified peer funds and concluded that the prospects for competitive future performance were acceptable.
Management Fees and Expense Ratios
The Trustees considered that under the Management Agreement, the Adviser will provide advisory and administrative services and will be responsible for substantially all expenses of the Fund (“unitary fee structure”). The Trustees considered the contractual management fee rate that will be paid by the Fund to the Adviser and compared that rate to information prepared by Broadridge Investor Communications Solutions Inc. (“Broadridge”), an independent provider of investment company data, providing management fee rates paid by other funds in the same Morningstar category as the Fund. The Trustees also considered the fees paid to JPMCB, for custody, transfer agency and other related services for the Fund and the profitability of these arrangements to JPMCB.
The Trustees considered how the Fund will be positioned against peer funds, as identified by management and/or Broadridge and noted that the Fund’s proposed management fee compared favorably with identified peer funds. The Trustees also noted that because the Fund was not yet operational, no profitability information was available. After considering the factors identified above and other factors, in light of the information, the Trustees concluded that the Fund’s proposed management fee was reasonable.
| J.P. Morgan Exchange-Traded Funds | |
J.P. Morgan Exchange-Traded Funds are distributed by JPMorgan Distribution Services, Inc., an indirect, wholly-owned subsidiary of JPMorgan Chase & Co.
Contact J.P. Morgan Exchange-Traded Funds at 1-844-457-6383 (844-4JPM ETF) for a fund prospectus. You can also visit us at www.jpmorganfunds.com. Investors should carefully consider the investment objectives and risks as well as charges and expenses of the fund before investing. The prospectus contains this and other information about the fund. Read the prospectus carefully before investing.
Investors may obtain information about the Securities Investor Protection Corporation (SIPC), including the SIPC brochure, by visiting www.sipc.org or by calling SIPC at 202-371-8300.
Each Fund files a complete schedule of its fund holdings for the first and third quarters of its fiscal year with the SEC as an exhibit to its report on Form N-PORT. The Funds' Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. The Funds' quarterly holdings can be found by visiting the J.P. Morgan Funds’ website at www.jpmorganfunds.com.
A description of each Fund's policies and procedures with respect to the disclosure of each Fund's holdings is available in the prospectuses and Statement of Additional Information.
A copy of proxy policies and procedures is available without charge upon request by calling 1-844-457-6383 and on the Funds' website at www.jpmorganfunds.com. A description of such policies and procedures is on the SEC’s website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Funds to the Adviser. A copy of the Funds' voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or at the Funds' website at www.jpmorganfunds.com no later than August 31 of each year. The Funds' proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.
J.P. Morgan Asset Management is the brand name for the asset management business of JPMorgan Chase & Co. and its affiliates worldwide.
© JPMorgan Chase & Co., 2022. All rights reserved. June 2022.
AN-ADEETF-622
Annual Report
J.P. Morgan Exchange-Traded Funds
June 30, 2022
| | |
JPMorgan Market Expansion Enhanced Equity ETF | | |
CONTENTS
Investments in a Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when a Fund’s share price is lower than when you invested.
Past performance is no guarantee of future performance. The general market views expressed in this report are opinions based on market and other conditions through the end of the reporting period and are subject to change without notice. These views are not intended to predict the future performance of a Fund or the securities markets.
Prospective investors should refer to the Funds’ prospectuses for a discussion of the Funds’ investment objectives, strategies and risks. Call J.P. Morgan Exchange-Traded Funds at (844) 457-6383 for a prospectus containing more complete information about a Fund, including management fees and other expenses. Please read it carefully before investing.
Shares are bought and sold throughout the day on an exchange at market price (not at net asset value) through a brokerage account, and are not individually subscribed and redeemed from a Fund. Shares may only be subscribed and redeemed directly from a Fund by Authorized Participants, in very large creation/redemption units. Brokerage commissions will reduce returns.
President's Letter
August 9, 2022 (Unaudited)
Dear Shareholder,
|
“Amid the current backdrop, we believe investors should recognize the potential benefits of a well-diversified portfolio that adjusts to near-term market challenges while pursuing long-term opportunities.” — Brian S. Shlissel
|
Financial markets and the global economy have been battered in 2022 by accelerating inflation and rising interest rates, armed conflict in Ukraine and the ongoing impacts of the pandemic. Investors who may have adapted to economic changes brought about by the Covid-19 virus, now face market circumstances not seen in over a decade.
U.S. equity prices had largely led a rally in global equities through the end of 2021 and into January 2022. Following the invasion of Ukraine in late February and the resulting multilateral sanctions imposed on Russia, financial markets slumped in the first quarter of 2022 and U.S. equities rendered their worst first-half performance since 1970. Amid the sell-off, investor demand turned to U.S. Treasury bonds and U.S. core fixed income.
The U.S. Federal Reserve (the “Fed”) enacted an increasingly aggressive monetary policy in response to the highest inflation rate in 40 years. In March 2022, the Fed raised its benchmark interest rate by 25 basis points - the first rate increase in more than three years - then followed with increases of 50 basis points in May and 75 basis points each in June and July. At the same time, U.S. domestic product fell 1.6% in the first quarter of 2022 and an estimated 0.9% in the second quarter.
Notably, corporate earnings and revenues largely outpaced investor expectations in the first half of 2022, supported by strength in consumer demand and management efforts to hold down expenses and pass along higher input costs. Labor markets also showed resilience. The U.S. unemployment rate remained at 3.6% from February through June.
The Fed and other leading central banks have largely stated their intent to maintain a flexible policy response to inflationary pressure that also avoids risks to economic growth. Meanwhile,
the conflict in Ukraine and its broader impact on energy supplies to Europe and grain exports to large parts of the world remains a key driver of geopolitical uncertainty.
Amid the current backdrop, we believe investors should recognize the potential benefits of a well-diversified portfolio that adjusts to near-term market challenges while pursuing long-term opportunities. Our broad array of innovative investment solutions is designed to equip investors with the tools to build durable portfolios that can serve to meet their financial goals.
Sincerely,
Brian S. Shlissel
President, J.P. Morgan Exchange-Traded Funds
J.P. Morgan Asset Management
1-844-4JPM-ETF or jpmorgan.com/etfs for more information
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
FUND COMMENTARY
TWELVE MONTHS ENDED June 30, 2022 (Unaudited)
| |
| |
| |
| |
Net Assets as of 6/30/2022 | |
| |
INVESTMENT OBJECTIVE***
The JPMorgan Market Expansion Enhanced Equity ETF1 (the “Fund”) seeks to provide investment results that correspond to or incrementally exceed the total return performance of an index that tracks the performance of the small- and mid-capitalization equity markets.
INVESTMENT APPROACH
The Fund combines a proprietary stock-ranking system with fundamental analysis to identify the most attractive stocks in the S&P 1000 Index (the “Benchmark”). The Fund owns a large portion of stocks in the Benchmark, modestly overweighting higher-ranked stocks and underweighting lower-ranked stocks.
WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?
The Fund underperformed the Benchmark for the twelve months ended June 30, 2022.
The Fund’s security selection in the utilities and basic materials sectors was a leading detractor from performance relative to the Benchmark, while the Fund’s security selection in the health services & systems and industrial cyclical sectors was a leading contributor to relative performance.
Leading individual detractors from relative performance included the Fund’s underweight positions in Alcoa Inc. and Murphy USA Inc., and its out-of-Benchmark position in Lannett Co. Shares of Alcoa, an aluminum producer, rose after the company reported better-than-expected earnings and revenue for the first quarter of 2022. Shares of Murphy USA, a gas station convenience store chain, rose after the company reported consecutive quarters of better-than-expected earnings and revenue, raised its quarterly dividend and unveiled a $1 billion share repurchase plan. Shares of Lannett, a generic pharmaceuticals manufacturer, fell after the company reported weaker-than-expected sales and its average share
price had fallen below the required level for continued listing on the NYSE exchange.
Leading individual contributors to relative performance included the Fund’s overweight positions in Lantheus Holdings Inc., AutoNation Inc. and United Therapeutics Inc. Shares of Lantheus Holdings, a provider of diagnostics imaging and nuclear medicine products, rose after the company reported better-than-expected earnings and revenue for the first quarter of 2022 and issued a better-than-expected earnings forecast for the full year 2022. Shares of AutoNation, an automotive parts and services retailer, rose after the company reported better-than-expected earnings and revenue for the first quarter of 2022. Shares of United Therapeutics, a drug development company, rose after the company reported better-than-expected earnings and revenue for the first quarter of 2022 and earned U.S. approval to market its high blood-pressure drug Tyvasco.
HOW WAS THE FUND POSITIONED?
The Fund seeks to closely follow the sector and industry weights within the Benchmark. Because the Fund uses an enhanced index strategy, not all of the stocks in the Benchmark are held by the Fund, and the Fund’s position in an individual stock may be overweight or underweight as compared to the Benchmark. The Fund’s portfolio managers seek to invest in stocks that they believe are attractively valued and that have improving momentum characteristics. The portfolio managers strive to add value exclusively through security selection rather than sector, style or theme allocation.
1 On May 6, 2022, the Fund acquired the assets and liabilities, and assumed the performance, financial and other historical information, of the JPMorgan Market Expansion Enhanced Index Fund (the "Predecessor Fund"), an open-end mutual fund which had operated since July 31, 1998. The Fund's performance prior to May 6, 2022 is linked to the mutual fund's Class R6 Shares.
| J.P. Morgan Exchange-Traded Funds | |
*
The return shown is based on net asset value and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America. The net asset value was $45.83 as of June 30, 2022.
**
Market price return was calculated assuming an initial investment made at the market price at the beginning of the reporting period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. Prior to the Fund's listing on May 9, 2022, the NAV performance of the Fund and the Class R6 Shares of the Predecessor Fund are used as proxy market price returns. The price used to calculate the market price return was the closing price on the NYSE Arca. As of June 30, 2022, the closing price was $45.82.
***
The adviser seeks to achieve the Fund’s objective. There can be no guarantee it will be achieved.
TOP TEN HOLDINGS OF THE
PORTFOLIO AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
| United Therapeutics Corp. | |
| | |
| | |
| | |
| | |
| Builders FirstSource, Inc. | |
| | |
| Rexford Industrial Realty, Inc. | |
| | |
| | |
PORTFOLIO COMPOSTION BY SECTOR
AS OF June 30, 2022 | PERCENT OF
TOTAL
INVESTMENTS |
| |
| |
| |
| |
| |
| |
| |
| |
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| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
FUND COMMENTARY
TWELVE MONTHS ENDED June 30, 2022 (Unaudited) (continued)
AVERAGE ANNUAL TOTAL RETURNS AS OF June 30, 2022 (Unaudited)
| | | | |
JPMorgan Market Expansion Enhanced Equity ETF | | | | |
| | | | |
| | | | |
|
| Inception date for Class I Shares of the predecessor Fund (as defined below). |
TEN YEAR PERFORMANCE (6/30/12 TO 6/30/22)
The performance quoted is past performance and is not a guarantee of future results. Exchange-traded funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-844-457-6383.
JPMorgan Market Expansion Enhanced Equity ETF (the “Fund”) acquired the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund (“Predecessor Fund”) in a reorganization that occurred as of the close of business on May 6, 2022. Performance and financial history of the Predecessor Fund’s Class R6 Shares have been adopted by the Fund and will be used going forward. As a result, the performance for the Fund prior to May 6, 2022 is the performance of the Predecessor Fund’s Class R6 Shares. Inception date for the Predecessor Fund’s Class R6 Shares is October 1, 2018. Returns for the Predecessor Fund’s Class R6 Shares prior to their inception date are based on the performance of the Predecessors Fund’s Class I Shares. The actual returns of the Predecessor Fund’s Class R6 Shares would have been different than those shown because the Predecessor Fund’s Class R6 Shares had different expenses than the Predecessor Fund’s Class I Shares. Inception date for the Predecessor Fund’s Class I Shares is July 31, 1998.
Performance for the Fund’s shares has not been adjusted to reflect the Fund’s shares’ lower expenses than those of the Predecessor Fund’s Class R6 Shares and Class I Shares. Had the Predecessor Fund been structured as an exchange-traded fund (“ETF”), its performance may have differed. Performance
for the Predecessor Fund is based on the net asset value ("NAV") per share of the Predecessor Fund Shares rather than on market-determined prices. Prior to the Fund’s listing on May 9, 2022, the NAV performance of the Fund and the Class R6 Shares of the Predecessor Fund are used as proxy market price returns.
The graph illustrates comparative performance for $10,000 invested in shares of the Fund and the S&P 1000 Index from June 30, 2012 to June 30, 2022. The performance of the Fund reflects the deduction of Fund expenses, assumes reinvestment of all dividends and capital gain distributions, if any. The performance of the S&P 1000 Index does not reflect the deduction of expenses associated with an ETF and approximates the minimum possible dividend reinvestment of the securities included in the Index, if applicable. The S&P 1000 Index is an unmanaged index generally representative of the performance of large companies in the U.S. stock market. Investors cannot invest directly in an index.
Fund performance may reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods. Without these waivers and reimbursements, performance would have been lower. Also, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on gains resulting from redemption or sale of Fund shares.
The returns shown are based on NAVs calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the NAVs in accordance with accounting principles generally accepted in the United States of America.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022
| | |
|
Aerospace & Defense — 0.7% |
Aerojet Rocketdyne Holdings, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
Air Freight & Logistics — 0.5% |
Atlas Air Worldwide Holdings, Inc. * | | |
| | |
| | |
Hub Group, Inc., Class A * | | |
| | |
|
Hawaiian Holdings, Inc. * | | |
| | |
| | |
|
| | |
American Axle & Manufacturing Holdings, Inc. * | | |
| | |
Fox Factory Holding Corp. * | | |
| | |
Goodyear Tire & Rubber Co. (The) * | | |
| | |
| | |
| | |
| | |
|
| | |
| | |
Winnebago Industries, Inc. | | |
| | |
|
| | |
| | |
| | |
| | |
| | |
| | |
Berkshire Hills Bancorp, Inc. | | |
| | |
|
|
| | |
| | |
| | |
Commerce Bancshares, Inc. | | |
Cullen/Frost Bankers, Inc. | | |
Customers Bancorp, Inc. * | | |
| | |
Dime Community Bancshares, Inc. | | |
| | |
| | |
| | |
| | |
First BanCorp (Puerto Rico) | | |
First Commonwealth Financial Corp. | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Independent Bank Group, Inc. | | |
Meta Financial Group, Inc. | | |
National Bank Holdings Corp., Class A | | |
| | |
OFG Bancorp (Puerto Rico) | | |
| | |
Pacific Premier Bancorp, Inc. | | |
| | |
Pinnacle Financial Partners, Inc. | | |
| | |
Prosperity Bancshares, Inc. | | |
Southside Bancshares, Inc. | | |
| | |
Texas Capital Bancshares, Inc. * | | |
| | |
| | |
| | |
| | |
United Community Banks, Inc. | | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
|
| | |
| | |
| | |
| | |
| | |
| | |
|
Boston Beer Co., Inc. (The), Class A * | | |
Coca-Cola Consolidated, Inc. | | |
| | |
|
Arrowhead Pharmaceuticals, Inc. * | | |
Eagle Pharmaceuticals, Inc. * | | |
Emergent BioSolutions, Inc. * | | |
| | |
Neurocrine Biosciences, Inc. * | | |
| | |
Spectrum Pharmaceuticals, Inc. * | | |
United Therapeutics Corp. * | | |
| | |
|
Builders FirstSource, Inc. * | | |
| | |
| | |
Lennox International, Inc. | | |
| | |
Resideo Technologies, Inc. * | | |
Simpson Manufacturing Co., Inc. | | |
| | |
| | |
| | |
|
Affiliated Managers Group, Inc. | | |
| | |
Donnelley Financial Solutions, Inc. * | | |
| | |
Interactive Brokers Group, Inc., Class A | | |
Jefferies Financial Group, Inc. | | |
| | |
| | |
Virtus Investment Partners, Inc. | | |
| | |
| | |
|
|
| | |
Ashland Global Holdings, Inc. | | |
| | |
| | |
| | |
| | |
| | |
| | |
Minerals Technologies, Inc. | | |
| | |
Schweitzer-Mauduit International, Inc. | | |
Scotts Miracle-Gro Co. (The) | | |
Sensient Technologies Corp. | | |
| | |
| | |
| | |
Commercial Services & Supplies — 1.5% |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
KAR Auction Services, Inc. * | | |
Matthews International Corp., Class A | | |
| | |
| | |
| | |
| | |
| | |
| | |
Communications Equipment — 0.6% |
| | |
| | |
Comtech Telecommunications Corp. | | |
Digi International, Inc. * | | |
| | |
Lumentum Holdings, Inc. * | | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
| | |
Common Stocks — continued |
Construction & Engineering — 2.0% |
| | |
| | |
Comfort Systems USA, Inc. | | |
| | |
| | |
| | |
MDU Resources Group, Inc. | | |
| | |
| | |
Construction Materials — 0.2% |
| | |
|
Encore Capital Group, Inc. * | | |
Enova International, Inc. * | | |
| | |
Green Dot Corp., Class A * | | |
| | |
| | |
| | |
| | |
| | |
Containers & Packaging — 0.6% |
| | |
| | |
| | |
| | |
| | |
| | |
Diversified Consumer Services — 1.0% |
Adtalem Global Education, Inc. * | | |
American Public Education, Inc. * | | |
Graham Holdings Co., Class B | | |
Grand Canyon Education, Inc. * | | |
| | |
Service Corp. International | | |
Strategic Education, Inc. | | |
| | |
| | |
Diversified Financial Services — 0.2% |
| | |
Diversified Telecommunication Services — 0.3% |
| | |
| | |
|
Diversified Telecommunication Services — continued |
Cogent Communications Holdings, Inc. | | |
Consolidated Communications Holdings, Inc. * | | |
Iridium Communications, Inc. * | | |
| | |
Electric Utilities — 1.2% |
Hawaiian Electric Industries, Inc. | | |
| | |
| | |
| | |
Electrical Equipment — 1.5% |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Electronic Equipment, Instruments & Components — 3.6% |
Advanced Energy Industries, Inc. | | |
Arrow Electronics, Inc. * | | |
| | |
| | |
Benchmark Electronics, Inc. | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Vishay Intertechnology, Inc. | | |
| | |
| | |
Energy Equipment & Services — 0.9% |
| | |
| | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
Energy Equipment & Services — continued |
| | |
Oceaneering International, Inc. * | | |
Patterson-UTI Energy, Inc. | | |
| | |
| | |
|
Cinemark Holdings, Inc. * | | |
| | |
| | |
Equity Real Estate Investment Trusts (REITs) — 8.1% |
| | |
Alexander & Baldwin, Inc. | | |
American Assets Trust, Inc. | | |
American Campus Communities, Inc. | | |
Apartment Income REIT Corp. | | |
Armada Hoffler Properties, Inc. | | |
Brixmor Property Group, Inc. | | |
| | |
| | |
Community Healthcare Trust, Inc. | | |
Corporate Office Properties Trust | | |
| | |
DiamondRock Hospitality Co. * | | |
| | |
EastGroup Properties, Inc. | | |
| | |
Essential Properties Realty Trust, Inc. | | |
First Industrial Realty Trust, Inc. | | |
Four Corners Property Trust, Inc. | | |
| | |
Healthcare Realty Trust, Inc. | | |
Highwoods Properties, Inc. | | |
Hudson Pacific Properties, Inc. | | |
Independence Realty Trust, Inc. | | |
Innovative Industrial Properties, Inc. | | |
| | |
| | |
Lamar Advertising Co., Class A | | |
| | |
| | |
Medical Properties Trust, Inc. | | |
National Retail Properties, Inc. | | |
National Storage Affiliates Trust | | |
| | |
|
Equity Real Estate Investment Trusts (REITs) — continued |
NexPoint Residential Trust, Inc. | | |
Park Hotels & Resorts, Inc. | | |
| | |
| | |
| | |
| | |
Retail Opportunity Investments Corp. | | |
Rexford Industrial Realty, Inc. | | |
| | |
| | |
| | |
Spirit Realty Capital, Inc. | | |
| | |
Summit Hotel Properties, Inc. * | | |
Tanger Factory Outlet Centers, Inc. | | |
| | |
Urstadt Biddle Properties, Inc., Class A | | |
Xenia Hotels & Resorts, Inc. * | | |
| | |
Food & Staples Retailing — 1.2% |
| | |
BJ's Wholesale Club Holdings, Inc. * | | |
| | |
Sprouts Farmers Market, Inc. * | | |
United Natural Foods, Inc. * | | |
| | |
|
Darling Ingredients, Inc. * | | |
| | |
Hain Celestial Group, Inc. (The) * | | |
| | |
John B Sanfilippo & Son, Inc. | | |
| | |
| | |
| | |
Seneca Foods Corp., Class A * | | |
Simply Good Foods Co. (The) * | | |
| | |
| | |
|
New Jersey Resources Corp. | | |
Southwest Gas Holdings, Inc. | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
| | |
Common Stocks — continued |
Gas Utilities — continued |
| | |
| | |
| | |
Health Care Equipment & Supplies — 4.0% |
| | |
| | |
| | |
| | |
| | |
| | |
Globus Medical, Inc., Class A * | | |
| | |
| | |
| | |
Integra LifeSciences Holdings Corp. * | | |
Lantheus Holdings, Inc. * | | |
| | |
| | |
Meridian Bioscience, Inc. * | | |
Merit Medical Systems, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
Shockwave Medical, Inc. * | | |
Tandem Diabetes Care, Inc. * | | |
| | |
| | |
Health Care Providers & Services — 2.5% |
Acadia Healthcare Co., Inc. * | | |
| | |
| | |
AMN Healthcare Services, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
Option Care Health, Inc. * | | |
| | |
| | |
|
Health Care Providers & Services — continued |
| | |
Select Medical Holdings Corp. | | |
| | |
Health Care Technology — 0.5% |
Allscripts Healthcare Solutions, Inc. * | | |
| | |
NextGen Healthcare, Inc. * | | |
| | |
Hotels, Restaurants & Leisure — 2.2% |
| | |
| | |
| | |
Brinker International, Inc. * | | |
Cheesecake Factory, Inc. (The) | | |
| | |
Cracker Barrel Old Country Store, Inc. | | |
Dave & Buster's Entertainment, Inc. * | | |
| | |
Golden Entertainment, Inc. * | | |
| | |
| | |
Marriott Vacations Worldwide Corp. | | |
Papa John's International, Inc. | | |
Ruth's Hospitality Group, Inc. | | |
Six Flags Entertainment Corp. * | | |
| | |
| | |
| | |
Wyndham Hotels & Resorts, Inc. | | |
| | |
Household Durables — 1.4% |
| | |
| | |
| | |
| | |
| | |
Taylor Morrison Home Corp. * | | |
Tempur Sealy International, Inc. | | |
| | |
| | |
Tupperware Brands Corp. * | | |
Universal Electronics, Inc. * | | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
Household Products — 0.5% |
Central Garden & Pet Co. * | | |
Central Garden & Pet Co., Class A * | | |
| | |
| | |
|
| | |
American Financial Group, Inc. | | |
| | |
CNO Financial Group, Inc. | | |
| | |
First American Financial Corp. | | |
Hanover Insurance Group, Inc. (The) | | |
Kinsale Capital Group, Inc. | | |
Old Republic International Corp. | | |
| | |
| | |
Reinsurance Group of America, Inc. | | |
RenaissanceRe Holdings Ltd. (Bermuda) | | |
| | |
Selective Insurance Group, Inc. | | |
Stewart Information Services Corp. | | |
| | |
| | |
Interactive Media & Services — 0.3% |
| | |
| | |
| | |
| | |
| | |
|
Bread Financial Holdings, Inc. | | |
| | |
Euronet Worldwide, Inc. * | | |
ExlService Holdings, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
|
| | |
| | |
| | |
| | |
| | |
Life Sciences Tools & Services — 0.7% |
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
John Bean Technologies Corp. | | |
Lincoln Electric Holdings, Inc. | | |
| | |
| | |
| | |
| | |
| | |
Standex International Corp. | | |
| | |
| | |
Titan International, Inc. * | | |
| | |
| | |
Watts Water Technologies, Inc., Class A | | |
| | |
|
| | |
| | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
| | |
Common Stocks — continued |
|
AMC Networks, Inc., Class A * | | |
| | |
EW Scripps Co. (The), Class A * | | |
| | |
John Wiley & Sons, Inc., Class A | | |
| | |
New York Times Co. (The), Class A | | |
| | |
|
| | |
Allegheny Technologies, Inc. * | | |
| | |
| | |
| | |
Haynes International, Inc. | | |
| | |
Reliance Steel & Aluminum Co. | | |
| | |
| | |
| | |
United States Steel Corp. | | |
| | |
Mortgage Real Estate Investment Trusts (REITs) — 0.3% |
Ellington Financial, Inc. | | |
KKR Real Estate Finance Trust, Inc. | | |
| | |
| | |
| | |
|
| | |
| | |
| | |
| | |
Ollie's Bargain Outlet Holdings, Inc. * | | |
| | |
|
| | |
Oil, Gas & Consumable Fuels — 3.7% |
| | |
| | |
| | |
| | |
| | |
|
Oil, Gas & Consumable Fuels — continued |
| | |
| | |
| | |
| | |
Equitrans Midstream Corp. | | |
| | |
| | |
| | |
| | |
PBF Energy, Inc., Class A * | | |
| | |
| | |
REX American Resources Corp. * | | |
| | |
Southwestern Energy Co. * | | |
| | |
| | |
World Fuel Services Corp. | | |
| | |
Paper & Forest Products — 0.3% |
| | |
Mercer International, Inc. (Germany) | | |
| | |
|
| | |
| | |
Edgewell Personal Care Co. | | |
| | |
| | |
Nu Skin Enterprises, Inc., Class A | | |
USANA Health Sciences, Inc. * | | |
| | |
|
| | |
Jazz Pharmaceuticals plc * | | |
Prestige Consumer Healthcare, Inc. * | | |
Supernus Pharmaceuticals, Inc. * | | |
| | |
Professional Services — 2.4% |
| | |
CACI International, Inc., Class A * | | |
| | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Common Stocks — continued |
Professional Services — continued |
Heidrick & Struggles International, Inc. | | |
| | |
| | |
Kelly Services, Inc., Class A | | |
| | |
| | |
Resources Connection, Inc. | | |
Science Applications International Corp. | | |
| | |
Real Estate Management & Development — 0.6% |
Anywhere Real Estate, Inc. * | | |
| | |
Jones Lang LaSalle, Inc. * | | |
RE/MAX Holdings, Inc., Class A | | |
| | |
|
| | |
Avis Budget Group, Inc. * | | |
Knight-Swift Transportation Holdings, Inc. | | |
| | |
| | |
| | |
| | |
| | |
| | |
Semiconductors & Semiconductor Equipment — 2.8% |
Axcelis Technologies, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Kulicke & Soffa Industries, Inc. (Singapore) | | |
| | |
| | |
| | |
| | |
| | |
SMART Global Holdings, Inc. * | | |
| | |
Ultra Clean Holdings, Inc. * | | |
| | |
|
Semiconductors & Semiconductor Equipment — continued |
| | |
Veeco Instruments, Inc. * | | |
| | |
| | |
|
| | |
Alarm.com Holdings, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Manhattan Associates, Inc. * | | |
| | |
Paylocity Holding Corp. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| | |
Abercrombie & Fitch Co., Class A * | | |
American Eagle Outfitters, Inc. | | |
Asbury Automotive Group, Inc. * | | |
| | |
Bed Bath & Beyond, Inc. * (a) | | |
Boot Barn Holdings, Inc. * | | |
| | |
Cato Corp. (The), Class A | | |
| | |
Children's Place, Inc. (The) * | | |
| | |
Designer Brands, Inc., Class A | | |
Dick's Sporting Goods, Inc. (a) | | |
| | |
| | |
GameStop Corp., Class A * (a) | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
| | |
Common Stocks — continued |
Specialty Retail — continued |
| | |
| | |
| | |
Haverty Furniture Cos., Inc. | | |
| | |
Lithia Motors, Inc., Class A | | |
| | |
| | |
| | |
| | |
Sally Beauty Holdings, Inc. * | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Technology Hardware, Storage & Peripherals — 0.1% |
| | |
| | |
| | |
| | |
Textiles, Apparel & Luxury Goods — 1.2% |
| | |
| | |
| | |
| | |
| | |
G-III Apparel Group Ltd. * | | |
| | |
| | |
Skechers U.S.A., Inc., Class A * | | |
| | |
| | |
Wolverine World Wide, Inc. | | |
| | |
Thrifts & Mortgage Finance — 1.3% |
| | |
| | |
| | |
| | |
| | |
| | |
|
Thrifts & Mortgage Finance — continued |
New York Community Bancorp, Inc. | | |
NMI Holdings, Inc., Class A * | | |
| | |
| | |
| | |
|
| | |
Trading Companies & Distributors — 1.9% |
Applied Industrial Technologies, Inc. | | |
| | |
| | |
| | |
| | |
MSC Industrial Direct Co., Inc., Class A | | |
| | |
| | |
| | |
| | |
| | |
|
American States Water Co. | | |
California Water Service Group | | |
Essential Utilities, Inc. | | |
| | |
Wireless Telecommunication Services — 0.2% |
Shenandoah Telecommunications Co. | | |
Telephone and Data Systems, Inc. | | |
| | |
Total Common Stocks
(Cost $645,137,219) | | |
Short Term Investments — 4.1% |
Investment Companies — 3.5% |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c)
(Cost $29,389,113) | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
JPMorgan Market Expansion Enhanced Equity ETF
SCHEDULE OF PORTFOLIO INVESTMENTS
AS OF June 30, 2022 (continued)
| | |
Short Term Investments — continued |
Investment of Cash Collateral from Securities Loaned — 0.6% |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (b) (c)
(Cost $4,706,771) | | |
Total Short Term Investments
(Cost $34,095,884) | | |
Total Investments — 100.9%
(Cost $679,233,103) | | |
Liabilities in Excess of Other Assets — (0.9)% | | |
| | |
Percentages indicated are based on net assets. |
| |
| Real Estate Investment Trust |
| Amount rounds to less than 0.1% of net assets. |
| Non-income producing security. | |
| The security or a portion of this security is on loan at June 30, 2022. The total value of securities on loan at June 30, 2022 is $4,411,454. | |
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. | |
| The rate shown is the current yield as of June 30, 2022. | |
Futures contracts outstanding as of June 30, 2022:
| | | | | VALUE AND
UNREALIZED
APPRECIATION
(DEPRECIATION) ($) |
| | | | | |
Russell 2000 E-Mini Index | | | | | |
S&P Midcap 400 E-Mini Index | | | | | |
| | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
STATEMENT OF ASSETS AND LIABILITIES
AS OF June 30, 2022
| JPMorgan
Market
Expansion
Enhanced
|
| |
Investments in non-affiliates, at value | |
Investments in affiliates, at value | |
Investments of cash collateral received from securities loaned, at value (See Note 2.B) | |
Deposits at broker for futures contracts | |
| |
Investment securities sold | |
Dividends from non-affiliates | |
Dividends from affiliates | |
| |
| |
| |
| |
| |
| |
Investment securities purchased | |
Collateral received on securities loaned (See Note 2.B) | |
Variation margin on futures contracts | |
| |
| |
| |
Printing and mailing costs | |
Custodian and accounting fees | |
Trustees’ and Chief Compliance Officer’s fees | |
| |
| |
| |
| |
| |
Total distributable earnings (loss) | |
| |
Outstanding number of shares
(unlimited number of shares authorized - par value $0.0001) (a) | |
Net asset value, per share | |
Cost of investments in non-affiliates | |
Cost of investments in affiliates | |
Investment securities on loan, at value (See Note 2.B) | |
Cost of investment of cash collateral (See Note 2.B) | |
(a)
JPMorgan Market Expansion Enhanced Equity ETF acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund ("Predecessor Fund") in a reorganization on May 6, 2022. The Predecessor Fund’s Class R6 Shares' performance and financial history have been adopted by JPMorgan Market Expansion Enhanced Equity ETF and will be used going forward. As a result, the information prior to May 6, 2022, reflects that of the Predecessor Fund's Class R6 Shares. The Predecessor Fund's Class A Shares, Class C Shares, Class I Shares and Class R2 Shares ceased operations as of the date of the reorganization. (See Note 1).
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED June 30, 2022
| JPMorgan
Market
Expansion
Enhanced
|
| |
Interest income from non-affiliates | |
Dividend income from non-affiliates | |
Dividend income from affiliates | |
Income from securities lending (net) (See Note 2.B) | |
| |
| |
| |
| |
Distribution fees (See Note 3.C) | |
Service fees (See Note 3.D) | |
Custodian and accounting fees | |
Interest expense to affiliates | |
| |
Trustees’ and Chief Compliance Officer’s fees | |
Printing and mailing costs | |
Registration and filing fees | |
Transfer agency fees (See Note 2.F) | |
| |
| |
| |
Less expense reimbursements | |
| |
Net investment income (loss) | |
REALIZED/UNREALIZED GAINS (LOSSES): | |
Net realized gain (loss) on transactions from: | |
Investments in non-affiliates | |
Investments in affiliates | |
In-kind redemptions of investments in non-affiliates (See Note 4) | |
| |
| |
Change in net unrealized appreciation/depreciation on: | |
Investments in non-affiliates | |
Investments in affiliates | |
| |
Change in net unrealized appreciation/depreciation | |
Net realized/unrealized gains (losses) | |
Change in net assets resulting from operations | |
(a)
JPMorgan Market Expansion Enhanced Equity ETF acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund ("Predecessor Fund") in a reorganization on May 6, 2022. The Predecessor Fund’s Class R6 Shares' performance and financial history have been adopted by JPMorgan Market Expansion Enhanced Equity ETF and will be used going forward. As a result, the information prior to May 6, 2022, reflects that of the Predecessor Fund's Class R6 Shares. The Predecessor Fund's Class A Shares, Class C Shares, Class I Shares and Class R2 Shares ceased operations as of the date of the reorganization. (See Note 1).
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED
| JPMorgan Market Expansion
Enhanced Equity ETF |
| Year Ended
June 30, 2022 (a) | |
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: | | |
Net investment income (loss) | | |
| | |
Change in net unrealized appreciation/depreciation | | |
Change in net assets resulting from operations | | |
Total distributions to shareholders | | |
| | |
Change in net assets resulting from capital transactions | | |
| | |
| | |
| | |
| | |
(a)
JPMorgan Market Expansion Enhanced Equity ETF acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund ("Predecessor Fund") in a reorganization on May 6, 2022. The Predecessor Fund’s Class R6 Shares' performance and financial history have been adopted by JPMorgan Market Expansion Enhanced Equity ETF and will be used going forward. As a result, the information prior to May 6, 2022, reflects that of the Predecessor Fund's Class R6 Shares. The Predecessor Fund's Class A Shares, Class C Shares, Class I Shares and Class R2 Shares ceased operations as of the date of the reorganization. (See Note 1).
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED (continued)
| JPMorgan Market Expansion
Enhanced Equity ETF |
| Year Ended June 30, 2022(a) | |
CAPITAL TRANSACTIONS: (b) | | |
Proceeds from shares issued | | |
| | |
| | |
Change in net assets resulting from capital transactions | | |
| | |
Proceeds from shares issued | | |
| | |
| | |
Change in net assets resulting from Class A capital transactions | | |
| | |
Proceeds from shares issued | | |
| | |
| | |
Change in net assets resulting from Class C capital transactions | | |
| | |
Proceeds from shares issued | | |
| | |
| | |
Change in net assets resulting from Class I capital transactions | | |
| | |
Proceeds from shares issued | | |
| | |
| | |
Change in net assets resulting from Class R2 capital transactions | | |
Total change in net assets resulting from capital transactions | | |
(a)
JPMorgan Market Expansion Enhanced Equity ETF acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund ("Predecessor Fund") in a reorganization on May 6, 2022. The Predecessor Fund’s Class R6 Shares' performance and financial history have been adopted by JPMorgan Market Expansion Enhanced Equity ETF and will be used going forward. As a result, the information prior to May 6, 2022, reflects that of the Predecessor Fund's Class R6 Shares. The Predecessor Fund's Class A Shares, Class C Shares, Class I Shares and Class R2 Shares ceased operations as of the date of the reorganization. (See Note 1).
(b)
Reflects reorganization from JPMorgan Market Expansion Enhanced Index Fund on May 6, 2022. See Note 1.
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
| JPMorgan Market Expansion Enhanced Equity ETF |
| Year Ended June 30, 2022(a) | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Change in Class R2 Shares | | |
(a)
JPMorgan Market Expansion Enhanced Equity ETF acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund ("Predecessor Fund") in a reorganization on May 6, 2022. The Predecessor Fund’s Class R6 Shares' performance and financial history have been adopted by JPMorgan Market Expansion Enhanced Equity ETF and will be used going forward. As a result, the information prior to May 6, 2022, reflects that of the Predecessor Fund's Class R6 Shares. The Predecessor Fund's Class A Shares, Class C Shares, Class I Shares and Class R2 Shares ceased operations as of the date of the reorganization. (See Note 1).
(b)
Reflects reorganization from JPMorgan Market Expansion Enhanced Index Fund on May 6, 2022. See Note 1.
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
FINANCIAL HIGHLIGHTS
FOR THE PERIODS INDICATED
| Per share operating performance(a) |
| | | |
| Net asset value
beginning of
period | Net
investment
income
loss(b) | Net realized
and unrealized
gains (losses)
on investments | Total from
investment
operations | | |
JPMorgan Market Expansion Enhanced Equity ETF(f) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
October 1, 2018 through June 30, 2019 | | | | | | |
| | | | | | |
| | | | | | |
|
| Per Share amounts reflect the conversion of the Predecessor Fund into the Fund as of the close of business on May 6, 2022. See Note 1. |
| Calculated based upon average shares outstanding. |
| Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| JPMorgan Market Expansion Enhanced Equity ETF acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund (“Predecessor Fund”) in a reorganization on May 6, 2022. Market price returns are calculated using the official closing price of the JPMorgan Market Expansion Enhanced Equity ETF on the listing exchange as of the time that the JPMorgan Market Expansion Enhanced Equity ETF's NAV is calculated. Prior to the JPMorgan Market Expansion Enhanced Equity ETF's listing on May 9, 2022, the NAV performance of the Class R6 and the Class I Shares of the Predecessor Fund are used as proxy market price returns. |
| Annualized for periods less than one year, unless otherwise noted. |
| JPMorgan Market Expansion Enhanced Equity ETF (the “Fund”) acquired all of the assets and liabilities of the JPMorgan Market Expansion Enhanced Index Fund (“Predecessor Fund”) in a reorganization that occurred as of the close of business on May 6, 2022. Performance and financial history of the Predecessor Fund’s Class R6 Shares have been adopted by the Fund and will be used going forward. As a result, the financial highlight information reflects that of the Predecessor Fund’s Class R6 Shares for the period October 1, 2018 (“Predecessor Fund's Class R6 Shares inception date”) up through the reorganization and the Predecessor Fund's Class I Shares for the periods July 1, 2017 through June 30, 2018 and July 1, 2018 through June 30, 2019. |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
Per share operating performance(a) | |
| | | | | | Ratios to average net assets |
| Net asset
value,
end of
period | | | Market
price
total
return(d) | | | Net
investment
income (loss)(e) | Expenses
without waivers
and
reimbursements(e) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
SEE NOTES TO FINANCIAL STATEMENTS.
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022
1. Organization
J.P. Morgan Exchange-Traded Fund Trust (the “Trust”) was formed on February 25, 2010, and is governed by a Declaration of Trust as amended and restated February 19, 2014, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. JPMorgan Market Expansion Enhanced Equity ETF (the "Fund") is a separate diversified series of the Trust covered in this report.
As of the close of business on May 6, 2022 (the "Closing Date"), pursuant to an Agreement and Plan of Reorganization and Liquidation previously approved by the Board of Trustees of the Trust (the “Board”), JPMorgan Market Expansion Enhanced Index Fund (a mutual fund) (the “Acquired Fund” or “Market Expansion Enhanced Index Fund”), a series of JPMorgan Trust II, was reorganized (the "Reorganization") into the Fund, a newly created exchange-traded fund. Following the Reorganization, the Acquired Fund’s performance (Class R6 Shares) and financial history were adopted by the Fund. In connection with the Reorganization, each shareholder of the Acquired Fund (except as noted below) received shares of the Fund equal in value to the number of shares of the Acquired Fund they owned on the Closing Date, including a cash payment in lieu of fractional shares of the Fund, which cash payment might have been taxable. Shareholders of the Acquired Fund who did not hold their shares through a brokerage account that could accept shares of the Fund on the Closing Date had their Acquired Fund shares liquidated, and such shareholders received cash equal in value to their Acquired Fund shares, which cash payment might have been taxable. Shareholders of the Acquired Fund who held their shares through a fund direct individual retirement account and did not take action prior to the Reorganization had their Acquired Fund shares exchanged for Morgan Shares of JPMorgan U.S. Government Money Market Fund equal in value to their Acquired Fund shares. The Fund has the same investment adviser, investment objective and fundamental investment policies and substantially similar investment strategies as the Acquired Fund. Effective as of the close of business on the Closing Date, the Acquired Fund ceased operations in connection with the consummation of the Reorganization.
Costs incurred by the Fund and the Acquired Fund associated with the Reorganization (including the legal costs associated with the Reorganization) were borne by the Adviser by waiving fees or reimbursing expenses to offset the costs incurred by the Fund and Acquired Fund associated with the Reorganization, including any brokerage fees and expenses incurred by the Fund and Acquired Fund related to the disposition and acquisition of assets as part of a Reorganization. Brokerage fees and expenses related to the disposition and acquisition of assets (including any disposition to raise cash to pay redemption proceeds) that were incurred in the ordinary course of business were borne by the Fund and the Acquired Fund. The management fee of the Fund is the same as the management fee of the Acquired Fund. The total annual fund operating expenses of the Fund are expected to be lower than the net expenses of each share class of the Acquired Fund after taking into consideration the expense limitation agreement the Adviser has entered into with the Fund for a term ending on June 30, 2025. The Reorganization did not result in the material change to the Acquired Fund's portfolio holdings. There are no material differences in accounting policies of the Acquired Fund as compared to those of the Fund.
The Fund did not purchase or sell securities following the Reorganization for purposes of realigning its investment portfolio. Accordingly, the Reorganization of the Acquired Fund did not affect the Fund’s portfolio turnover ratio for the year ended June 30, 2022.
The investment objective of the Fund is to seek to provide investment results that correspond to or incrementally exceed the total return performance of an index that tracks the performance of the small- and mid-capitalization equity markets.
J.P. Morgan Investment Management Inc. (“JPMIM”), an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan”), acts as Adviser (the “Adviser”) and Administrator (the “Administrator”) to the Fund.
Shares of the Fund are listed and traded at market price on the NYSE Arca. Market prices for the Fund’s shares may be different from its net asset value (“NAV”). The Fund issues and redeems its shares on a continuous basis, through JPMorgan Distribution Services, Inc. (the “Distributor” or “JPMDS”), an indirect, wholly-owned subsidiary of JPMorgan, at NAV in large blocks of shares, typically 25,000 shares, referred to as “Creation Units.
Creation Units are issued and redeemed principally in-kind for a basket of securities. A cash amount may be substituted if the Fund has sizable exposure to market or sponsor restricted securities. Shares are generally traded in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Only individuals or institutions that have entered into an authorized participant agreement with the Distributor may do business directly with the Fund (each, an “Authorized Participant”).
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 — Investment Companies, which is part of U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
| J.P. Morgan Exchange-Traded Funds | |
A. Valuation of Investments — Investments are valued in accordance with GAAP and the Fund's valuation policies set forth by, and under the supervision and responsibility of, the Board of Trustees of the Trust (the "Board"), which established the following approach to valuation, as described more fully below: (i) investments for which market quotations are readily available shall be valued at their market value and (ii) all other investments for which market quotations are not readily available shall be valued at their fair value as determined in good faith by the Board.
The Administrator has established the J.P. Morgan Asset Management Americas Valuation Committee (“AVC”) to assist the Board with the oversight and monitoring of the valuation of the Fund's investments. The Administrator implements the valuation policies of the Fund's investments, as directed by the Board. The AVC oversees and carries out the policies for the valuation of investments held in the Fund. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight including, but not limited to, consideration of macro or security specific events, market events, and pricing vendor and broker due diligence. The Administrator is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and, at least on a quarterly basis, with the AVC and the Board.
Equities and other exchange-traded instruments are valued at the last sale price or official market closing price on the primary exchange on which the instrument is traded before the NAV of the Fund are calculated on a valuation date.
Investments in open-end investment companies (“Underlying Funds”) are valued at each Underlying Fund’s NAV per share as of the report date.
Futures contracts are generally valued on the basis of available market quotations.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer-related events after the report date and prior to issuance of the report are not reflected herein.
The various inputs that are used in determining the valuation of the Fund's investments are summarized into the three broad levels listed below.
•
Level 1 — Unadjusted inputs using quoted prices in active markets for identical investments.
•
Level 2 — Other significant observable inputs including, but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risk, etc.) or other market corroborated inputs.
•
Level 3 — Significant inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Fund's assumptions in determining the fair value of investments).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input, both individually and in the aggregate, that is significant to the fair value measurement. The inputs or methodology used for valuing instruments are not necessarily an indication of the risk associated with investing in those instruments.
The following table represents each valuation input as presented on the Schedule of Portfolio Investments ("SOI"):
| | |
| | Level 2
Other significant
observable inputs | Level 3
Significant
unobservable inputs | |
Total Investments in Securities (a) | | | | |
Depreciation in Other Financial Instruments | | | | |
| | | | |
|
| Please refer to the SOI for specifics of portfolio holdings. |
B. Securities Lending — The Fund is authorized to engage in securities lending in order to generate additional income. The Fund is able to lend to approved borrowers. Citibank N.A. (“Citibank”) serves as lending agent for the Fund, pursuant to a Securities Lending Agency Agreement (the “Securities Lending Agency Agreement”). Securities loaned are collateralized by cash equal to at least 100% of the market value plus accrued interest on the securities lent, which is invested in the Class IM Shares of the JPMorgan U.S. Government Money Market Fund and the Agency SL Class Shares of the JPMorgan Securities Lending Money Market Fund. The Fund retains the interest earned on cash collateral investments but is required to pay the borrower a rebate for the use of the cash collateral. In cases where the lent security is of high value to borrowers, there may be a negative rebate (i.e., a net payment from the borrower to theFund). Upon termination of a loan, the Fund is required to return to the borrower an amount equal to the cash collateral, plus any rebate owed to the borrowers. The remaining maturities of the securities lending transactions are considered overnight and continuous. Loans are subject to termination by the Fund or the borrower at any time.
The net income earned on the securities lending (after payment of rebates and Citibank’s fee) is included on the Statement of Operations as Income from securities lending (net). The Fund also receives payments from the borrower during the period of the loan, equivalent to dividends and interest earned on the securities loaned, which are recorded as Dividend or Interest income, respectively, on the Statement of Operations.
Under the Securities Lending Agency Agreement, Citibank marks to market the loaned securities on a daily basis. In the event the cash received from the borrower is less than 102% of the value of the loaned securities (105% for loans of non-U.S. securities), Citibank requests additional cash from
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
the borrower so as to maintain a collateralization level of at least 102% of the value of the loaned securities plus accrued interest (105% for loans of non-U.S. securities), subject to certain de minimis amounts.
The value of securities out on loan is recorded as an asset on the Statement of Assets and Liabilities. The value of the cash collateral received is recorded as a liability on the Statement of Assets and Liabilities and details of collateral investments are disclosed on the SOI.
The Fund bears the risk of loss associated with the collateral investments and is not entitled to additional collateral from the borrower to cover any such losses. To the extent that the value of the collateral investments declines below the amount owed to a borrower, the Fund may incur losses that exceed the amount it earned on lending the security. Upon termination of a loan, the Fund may use leverage (borrow money) to repay the borrower for cash collateral posted if the Adviser does not believe that it is prudent to sell the collateral investments to fund the payment of this liability. Securities lending activity is subject to master netting arrangements.
The following table presents the Fund's value of the securities on loan with Citibank, net of amounts available for offset under the master netting arrangements and any related collateral received or posted by the Fund as of June 30, 2022.
| Investment Securities
on Loan, at value,
Presented on the
Statement of Assets
and Liabilities | Cash Collateral
Posted by Borrower | Net Amount Due
to Counterparty
(not less than zero) |
| | | |
Securities lending also involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, Citibank has agreed to indemnify the Fund from losses resulting from a borrower’s failure to return a loaned security.
JPMIM voluntarily waived management fees charged to the Fund to reduce the impact of the cash collateral investment in the JPMorgan U.S. Government Money Market Fund from 0.13% to 0.06%. For the year ended June 30, 2022, JPMIM waived fees associated with the Fund's investment in the JPMorgan U.S. Government Money Market Fund as follows:
The above waiver is included in the determination of earnings on cash collateral investment and in the calculation of Citibank’s compensation and is included on the Statement of Operations as Income from securities lending (net).
C. Investment Transactions with Affiliates — The Fund invested in Underlying Funds which are advised by the Adviser. An issuer which is under common control with the Fund may be considered an affiliate. For the purposes of the financial statements, the Fund assumes the issuers listed in the table below to be affiliated issuers. Underlying Funds’ distributions may be reinvested into such Underlying Funds. Reinvestment amounts are included in the purchases at cost amounts in the table below.
|
For the year ended June 30, 2022** |
| | | | | Change in
Unrealized
Appreciation/
(Depreciation) | | | | Capital Gain
Distributions |
JPMorgan Prime Money Market Fund Class IM Shares, 1.54% (a) (b) | | | | | | | | | |
JPMorgan Securities Lending Money Market Fund Agency SL Class Shares, 1.50% (a) (b) | | | | | | | | | |
| J.P. Morgan Exchange-Traded Funds | |
|
For the year ended June 30, 2022** |
| | | | | Change in Unrealized Appreciation/ (Depreciation) | | | | Capital Gain Distributions |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (a) (b) | | | | | | | | | |
JPMorgan U.S. Government Money Market Fund Class IM Shares, 1.38% (a) (b) | | | | | | | | | |
| | | | | | | | | |
|
| Investment in an affiliated fund, which is registered under the Investment Company Act of 1940, as amended, and is advised by J.P. Morgan Investment Management Inc. |
| The rate shown is the current yield as of June 30, 2022. |
| Amount is included on the Statement of Operations as Income from securities lending (net) (after payments of rebates and Citibank’s fee). |
| As of the close of business on May 6, 2022, JPMorgan Market Expansion Enhanced Index Fund (the "Acquired fund"), a series of JPMorgan Trust II Funds, reorganized ("the Reorganization") into a newly created exchange-traded fund, JPMorgan Market Expansion Enhanced Equity ETF (the "Fund"). Following the Reorganization, the Acquired Fund's performance and financial history were adopted by the Fund. The table includes transactions from the Acquired Fund for the period July 1, 2021 through May 6, 2022. |
D. Futures Contracts — The Fund used index futures contracts to gain or reduce exposure to the stock market, or maintain liquidity or minimize transaction costs. The Fund also purchased futures contracts to invest incoming cash in the market or sold futures in response to cash outflows, thereby simulating an invested position in the underlying index while maintaining a cash balance for liquidity.
Futures contracts provide for the delayed delivery of the underlying instrument at a fixed price or are settled for a cash amount based on the change in the value of the underlying instrument at a specific date in the future. Upon entering into a futures contract, the Fund is required to deposit with the broker, cash or securities in an amount equal to a certain percentage of the contract amount, which is referred to as the initial margin deposit. Subsequent payments, referred to as variation margin, are made or received by the Fund periodically and are based on changes in the market value of open futures contracts. Changes in the market value of open futures contracts are recorded as Change in net unrealized appreciation/depreciation on futures contracts on the Statement of Operations. Realized gains or losses, representing the difference between the value of the contract at the time it was opened and the value at the time it was closed, are reported on the Statement of Operations at the closing or expiration of the futures contract. Securities deposited as initial margin are designated on the SOI, while cash deposited, which is considered restricted, is recorded on the Statement of Assets and Liabilities. A receivable from and/or a payable to brokers for the daily variation margin is also recorded on the Statement of Assets and Liabilities.
The use of futures contracts exposes the Fund to equity price, foreign exchange and interest rate risks. The Fund may be subject to the risk that the change in the value of the futures contract may not correlate perfectly with the underlying instrument. Use of long futures contracts subjects the Fund to risk of loss in excess of the amounts shown on the Statement of Assets and Liabilities, up to the notional amount of the futures contracts. Use of short futures contracts subjects the Fund to unlimited risk of loss. The Fund may enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction; therefore, the Fund's credit risk is limited to failure of the exchange or board of trade. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of positions.
The Fund's futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty and net amounts owed or due across transactions).
The table below discloses the volume of the Fund's futures contracts activity during the year ended June 30, 2022:
| |
| |
Average Notional Balance Long | |
Ending Notional Balance Long | |
E. Security Transactions and Investment Income — Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis.
Dividend income, net of foreign taxes withheld, if any, is recorded on the ex-dividend date or when a Fund first learns of the dividend.
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
To the extent such information is publicly available, the Fund records distributions received in excess of income earned from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of the components of distributions (and consequently its net investment income) as necessary, once the issuers provide information about the actual composition of the distributions.
F. Allocation of Income and Expenses— Expenses directly attributable to the Fund are charged directly to the Fund, while the expenses attributable to more than one fund of the Trust are allocated among the applicable funds. Investment income, realized and unrealized gains and losses and expenses, other than class-specific expenses (which are only applicable to the fees and expenses of the Acquired Fund for the period prior to the Reorganization), are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day.
Transfer agency fees charged to the Aquired Fund were class-specific expenses. The amount of the transfer agency fees charged to each share class of the Acquired Fund for the period July 1, 2021 through Closing Date were as follows:
G. Federal Income Taxes — The Fund is treated as a separate taxable entity for Federal income tax purposes. The Fund's policy is to comply with the provisions of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized capital gains on investments. Accordingly, no provision for Federal income tax is necessary. Management has reviewed the Fund's tax positions for all open tax years and has determined that as of June 30, 2022, no liability for Federal income tax is required in the Fund's financial statements for net unrecognized tax benefits. However, management’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Fund's Federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
H. Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid at least annually. Net realized capital gains, if any, are distributed at least annually. The amount of distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from GAAP. To the extent these “book/tax” differences are permanent in nature (i.e., that they result from other than timing of recognition — “temporary differences”), such amounts are reclassified within the capital accounts based on their Federal tax basis treatment.
The following amounts were reclassified within the capital accounts:
| | Accumulated
undistributed
(distributions in
excess of)
net investment
income | Accumulated
net realized
gains (losses) |
| | | |
The reclassifications for the Fund primarily relate to redemptions in-kind and tax equalization.
3. Fees and Other Transactions with Affiliates
A. Investment Advisory Fee — Pursuant to an Investment Advisory Agreement, the Adviser manages the investments of the Fund and for such services is paid a fee. The investment advisory fee is accrued daily and paid monthly at an annual rate of 0.25% of the Fund’s average daily net assets.
The Adviser waived investment advisory fees and/or reimbursed expenses as outlined in Note 3.G.
B. Administration Fee — Pursuant to an Administration Agreement, the Administrator provides certain administration services to the Fund. In consideration of these services, the Administrator receives a fee accrued daily and paid monthly at an annual rate of 0.075% of the first $10 billion of the Fund's average daily net assets, plus 0.050% of the Fund's average daily net assets between $10 billion and $20 billion, plus 0.025% of the Fund's average daily net assets between $20 billion and $25 billion, plus 0.010% of the Fund's average daily net assets in excess of $25 billion. For the year ended June 30, 2022, the effective rate was 0.075% of the Fund's average daily net assets, notwithstanding any fee waivers and/or expense reimbursements.
The Administrator waived administration fees as outlined in Note 3.G.
JPMorgan Chase Bank, N.A. (“JPMCB”), a wholly-owned subsidiary of JPMorgan, serves as the Fund's sub-administrator (the “Sub-administrator”). For its services as Sub-administrator, JPMCB receives a portion of the fees paid to the Administrator.
| J.P. Morgan Exchange-Traded Funds | |
C. Distribution Fees— Up through the Closing Date, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (“JPMDS”), an indirect, wholly-owned subsidiary of JPMorgan, served as the Acquired Fund’s principal underwriter and promoted and arranged for the sale of the Acquired Fund’s shares.
Up through the Closing Date, the Acquired Fund’s Board of Trustees had adopted a Distribution Plan (the “Distribution Plan”) for Class A, Class C and Class R2 Shares of the Acquired Fund, as applicable, pursuant to Rule 12b-1 under the 1940 Act. Class I and Class R6 Shares of the Acquired Fund did not charge a distribution fee. The Distribution Plan provided that the Acquired Fund shall pay, with respect to the applicable share classes, distribution fees, including payments to JPMDS, at annual rate of the average daily net assets as shown in the table below:
In addition, up through the Closing Date, JPMDS was entitled to receive the front-end sales charges from purchases of Class A Shares and the contingent deferred sales charge ("CDSC") from redemptions of Class C Shares and certain Class A Shares of the Acquired Fund for which front-end sales charges have been waived. For the period July 1, 2021 through the Closing Date, JPMDS retained front-end sales charges of $1,709 and CDSC of $0.
D. Service Fees — Up through the Closing Date, JPMorgan Trust II, on behalf of the Acquired Fund, had entered into a Shareholder Servicing Agreement with JPMDS under which JPMDS provided certain support services to fund shareholders. For performing these services, JPMDS received a fee with respect to all share classes of the Acquired Fund, except Class R6 Shares which did not charge a service fee, that was accrued daily and paid monthly equal to a percentage of the average daily net assets as shown in the table below:
Prior to the Closing Date, JPMDS had entered into shareholder services contracts with affiliated and unaffiliated financial intermediaries who provide shareholder services and other related services to their clients or customers who invested in the Acquired Fund. Pursuant to such contracts, JPMDS paid all or a portion of such fees earned to financial intermediaries for performing such services.
JPMDS waived service fees as outlined in Note 3.G.
E. Custodian, Accounting and Transfer Agent Fees— JPMCB provides portfolio custody, accounting and transfer agency (effective as of the Closing Date) services to the Fund. For performing these services, the Fund pays JPMCB transaction and asset-based fees that vary according to the number of transactions and positions, plus out-of-pocket expenses. The amounts paid directly to JPMCB by the Fund for custody and accounting services are included in Custodian and accounting fees on the Statements of Operations. The amounts paid directly to JPMCB by the Fund for transfer agency services are included in Transfer agency fees on the Statement of Operations.
Additionally, Authorized Participants generally pay transaction fees associated with the creation and redemption of Fund shares. These fees are used to offset certain custodian charges incurred by the Fund for these transactions.
Interest income earned on cash balances at the custodian, if any, is included in Interest income from affiliates on the Statement of Operations.
Interest expense paid to the custodian related to cash overdrafts, if any, is included in Interest expense to affiliates on the Statement of Operations.
F. Distribution Services— The Distributor or its agent distributes Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. JPMDS receives no fees for their distribution services under the distribution agreement with the Trust (the “Distribution Agreement”). Although the Trust does not pay any fees under the Distribution Agreement, JPMIM pays JPMDS for certain distribution related services.
G. Waivers and Reimbursements— The Adviser and/or its affiliates have contractually agreed to waive fees and/or reimburse the Fund to the extent that total annual operating expenses (excluding acquired fund fees and expenses other than certain money market fund fees as described below, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, costs of shareholder meetings, and extraordinary expenses) exceed 0.24% of the Fund’s average daily net assets.
Prior to the Closing Date, the Adviser, Administrator and/or JPMDS had contractually agreed to waive fees and/or reimburse the Acquired Fund to the extent that total annual operating expenses (excluding acquired fund fees and expenses other than certain money market fund fees as described below, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, expenses related to trustee elections and extraordinary expenses) exceeded the percentages of the Acquired Funds’ respective average daily net assets as shown in the table below:
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
For the year ended June 30, 2022, the Fund's service providers waived fees and/or reimbursed expenses for the Fund as follows. None of these parties expect the Fund to repay any such waived fees and/or reimbursed expenses in future years.
| | | |
| | | | | Contractual
Reimbursements | |
| | | | | | |
Additionally, the Fund may invest in one or more money market funds advised by the Adviser (affiliated money market funds). The Adviser has contractually agreed to waive fees and/or reimburse expenses in an amount sufficient to offset the fees and expenses of the affiliated money market funds incurred by the Fund because of the Fund’s investment in such affiliated money market funds. To the extent that the Fund engages in securities lending, affiliated money market fund fees and expenses resulting from the Fund's investment of cash received from securities lending borrowers are not included in Total Annual Fund Operating Expenses and therefore, the above waivers do not apply to such investments. None of these parties expect the Funds to repay any such waived fees and/ or reimbursed expenses in future years.
The amounts of these waivers resulting from investments in these money market funds for the year ended June 30, 2022 was $21,356.
Effective January 1, 2022, JPMIM voluntarily agreed to reimburse the Fund for the Trustee Fees paid to one of the interested Trustees. For the period January 1, 2022 through June 30, 2022 the amount of these waivers was $855.
H. Other — Certain officers of the Trust are affiliated with the Adviser, the Administrator and JPMDS. Such officers, with the exception of the Chief Compliance Officer, receive no compensation from the Fund for serving in their respective roles.
The Board designated and appointed a Chief Compliance Officer to the Fund pursuant to Rule 38a-1 under the 1940 Act. The Fund, along with certain other affiliated funds, makes reimbursement payments, on a pro-rata basis, to the Administrator for a portion of the fees associated with the office of the Chief Compliance Officer. Such fees are included in Trustees’ and Chief Compliance Officer’s fees on the Statement of Operations.
The Trust adopted a Trustee Deferred Compensation Plan (the “Plan”) which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as Trustees. The deferred fees are invested in various J.P. Morgan Funds until distribution in accordance with the Plan.
The Securities and Exchange Commission ("SEC") has granted an exemptive order permitting the Fund to engage in principal transactions with J.P. Morgan Securities LLC, an affiliated broker, involving taxable money market instruments, subject to certain conditions.
4. Investment Transactions
During the year ended June 30, 2022, purchases and sales of investments (excluding short-term investments) were as follows:
| Purchases
(excluding
U.S. Government) | Sales
(excluding
U.S. Government) |
| | |
For the year ended June 30, 2022, in-kind transactions associated with creations and redemptions were as follows:
During the year ended June 30, 2022, the Fund delivered portfolio securities for the redemption of Fund Shares (in-kind redemptions). Cash and portfolio securities were transferred for redemptions at fair value. For financial reporting purposes, the Fund recorded net realized gains and losses in connection with each in-kind redemption transaction.
5. Federal Income Tax Matters
For Federal income tax purposes, the estimated cost and unrealized appreciation (depreciation) in value of investments held at June 30, 2022 were as follows:
| | Gross
Unrealized
Appreciation | Gross
Unrealized
Depreciation | Net Unrealized
Appreciation
(Depreciation) |
| | | | |
| J.P. Morgan Exchange-Traded Funds | |
The difference between book and tax basis appreciation (depreciation) on investments is primarily attributed to wash sale loss deferrals and tax adjustments on certain derivatives.
The tax character of distributions paid during the year ended June 30, 2022 was as follows:
| | Net
Long-Term
Capital Gains | |
| | | |
|
| Short-term gain distributions are treated as ordinary income for income tax purposes. |
The tax character of distributions paid during the year ended June 30, 2021 was as follows:
| | Net
Long-Term
Capital Gains | |
| | | |
|
| Short-term gain distributions are treated as ordinary income for income tax purposes. |
As of June 30, 2022, the estimated components of net assets (excluding paid-in-capital) on a tax basis were as follows:
| Current
Distributable
Ordinary
Income | Current
Distributable
Long-Term
Capital Gain
(Tax Basis Capital
Loss Carryover) | Unrealized
Appreciation
(Depreciation) |
| | | |
The cumulative timing differences primarily consist of tax adjustments on certain derivatives, wash sale loss deferrals and post-October capital loss deferrals.
As of June 30, 2022, the Fund did not have any net capital loss carryforwards.
Net capital losses (gains) incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended June 30, 2022, the Fund deferred to July 1, 2022 the following net capital losses (gains) of:
| Net Capital Losses (Gains) |
| |
| |
6. Capital Share Transactions
The Trust issues and redeems shares of the Fund only in Creation Units through the Distributor at NAV. Capital shares transactions detail can be found in the Statement of Changes in Net Assets.
Shares of the Fund may only be purchased or redeemed by Authorized Participants. Such Authorized Participants may from time to time hold, of record or beneficially, a substantial percentage of the Fund's shares outstanding and act as executing or clearing broker for investment transactions on behalf of the Fund. An Authorized Participant is either (1) a “Participating Party” or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC”); or (2) a DTC Participant; which, in either case, must have executed an agreement with the Distributor.
Creation Units of a Fund may be created in advance of receipt by the Trust of all or a portion of the applicable basket of equity securities and other instruments (“Deposit Instruments”) and cash as described in the Fund's registration statement. In these instances, the initial Deposit Instruments and cash must be deposited in an amount equal to the sum of the cash amount, plus at least 105% for the Fund of the market value of undelivered Deposit Instruments. A transaction fee may be imposed to offset transfer and other transaction costs associated with the purchase or redemption of Creation Units
| J.P. Morgan Exchange-Traded Funds | |
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2022 (continued)
7. Risks, Concentrations and Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown. The amount of exposure would depend on future claims that may be brought against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
As of June 30, 2022, J.P. Morgan Investor Funds, which are affiliated funds of funds, each owned in the aggregate, shares representing more than 10% of the net assets of the Fund as follows:
Significant shareholder transactions by the Adviser may impact the Fund's performance.
Disruptions to creations and redemptions, the existence of significant market volatility or potential lack of an active trading market for the Shares (including through a trading halt), as well as other factors, may result in Shares trading significantly above (at a premium) or below (at a discount) to the NAV or to the intraday value of the Fund's holdings. During such periods, investors may incur significant losses if shares are sold.
The Fund is subject to infectious disease epidemics/pandemics risk. The worldwide outbreak of COVID-19 has negatively affected economies, markets and individual companies throughout the world. The effects of this COVID-19 pandemic to public health, and business and market conditions, including among other things, reduced consumer demand and economic output, supply chain disruptions and increased government spending may continue to have a significant negative impact on the performance of the Fund’s investments, increase the Fund’s volatility, negatively impact the Fund’s arbitrage and pricing mechanisms, exacerbate other pre-existing political, social and economic risks to the Fund and negatively impact broad segments of businesses and populations. In addition, governments, their regulatory agencies, or self-regulatory organizations have taken or may take actions in response to the pandemic that affect the instruments in which the Fund invests, or the issuers of such instruments, in ways that could also have a significant negative impact on the Fund’s investment performance. The duration and extent of COVID-19 and associated economic and market conditions and uncertainty over the long-term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which the associated conditions impact a Fund will also depend on future developments, which are highly uncertain, difficult to accurately predict and subject to frequent changes.
| J.P. Morgan Exchange-Traded Funds | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of J.P. Morgan Exchange-Traded Fund Trust and Shareholders of JPMorgan Market Expansion Enhanced Equity ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of JPMorgan Market Expansion Enhanced Equity ETF (one of the funds constituting J.P. Morgan Exchange-Traded Fund Trust, referred to hereafter as the “Fund”) as of June 30, 2022, the related statement of operations for the year ended June 30, 2022, the statements of changes in net assets for each of the two years in the period ended June 30, 2022, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended June 30, 2022 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
New York, New York
August 29, 2022
We have served as the auditor of one or more investment companies in the JPMorgan Funds complex since 1993.
| J.P. Morgan Exchange-Traded Funds | |
The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and is available, without charge, upon request by calling 1-844-457-6383 or on the J.P. Morgan Funds’ website at www.jpmorganfunds.com.
Name (Year of Birth);
Positions With
the Funds (1) | Principal Occupation
During Past 5 Years | Number of
Funds in Fund
Complex Overseen
by Trustee (2) | Other Directorships Held
During the Past 5 Years |
| | | |
John F. Finn (1947); Chair
since 2020; Trustee since 1998. | Chairman, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (serving in various roles 1974-present). | | Director, Greif, Inc. (GEF) (industrial package products and services) (2007-present); Trustee, Columbus Association for the Performing Arts (1988-present) |
Stephen P. Fisher (1959);
Trustee of Trust since 2018. | Retired; Chairman and Chief Executive Officer, NYLIFE Distributors LLC (registered brokerdealer) (serving in various roles 2008-2013); Chairman, NYLIM Service Company LLC (transfer agent) (2008-2017); New York Life Investment Management LLC (registered investment adviser) (serving in various roles 2005-2017); Chairman, IndexIQ Advisors LLC (registered investment adviser for ETFs) (2014-2017); President, MainStay VP Funds Trust (2007-2017), MainStay DefinedTerm Municipal Opportunities Fund (2011-2017) and MainStay Funds Trust (2007-2017) (registered investment companies). | | Honors Program Advisory Board Member, The Zicklin School of Business, Baruch College, The City University of New York (2017-present). |
Gary L. French (1951);
Trustee since 2014. | Real Estate Investor (2011-2020); Investment management industry Consultant and Expert Witness (2011-present); Senior Consultant for The Regulatory Fundamentals Group LLC (2011-2017). | | Independent Trustee, The China Fund, Inc. (2013-2019); Exchange Traded Concepts Trust II (2012-2014); Exchange Traded Concepts Trust I (2011-2014). |
Kathleen M. Gallagher (1958);
Trustee since 2018. | Retired; Chief Investment Officer — Benefit Plans, Ford Motor Company (serving in various roles 1985-2016). | | Non- Executive Director, Legal & General Investment Management (Holdings) (2018-present); Non-Executive Director, Legal & General Investment Management America (financial services and insurance) (2017-present); Advisory Board Member, Fiduciary Solutions, State Street Global Advisors (2017-present); Member, Client Advisory Council, Financial Engines, LLC (registered investment adviser) (2011-2016); Director, Ford Pension Funds Investment Management Ltd. (2007-2016). |
Robert J. Grassi (1957);
Trustee since 2014. | Sole Proprietor, Academy Hills Advisors LLC (2012-present); Pension Director, Corning Incorporated (2002-2012). | | |
| J.P. Morgan Exchange-Traded Funds | |
Name (Year of Birth); Positions With the Funds (1) | Principal Occupation During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee (2) | Other Directorships Held During the Past 5 Years |
Frankie D. Hughes (1952);
Trustee since 2008. | President, Ashland Hughes Properties (property management) (2014-present); President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993-2014). | | |
Raymond Kanner (1953);
Trustee since 2017. | Retired; Managing Director & Chief Investment Officer, IBM Retirement Funds (2007-2016). | | Advisory Board Member, Penso Advisors LLC (2020-present); Advisory Board Member, Los Angeles Capital (2018-present); Advisory Board Member, State Street Global Advisors Fiduciary Solutions Board (2017- present); Acting Executive Director, Committee on Investment of Employee Benefit Assets (CIEBA) (2016-2017); Advisory Board Member, Betterment for Business (robo advisor) (2016- 2017); Advisory Board Member, BlueStar Indexes (index creator) (2013-2017); Director, Emerging Markets Growth Fund (registered investment company) (1997-2016); Member, Russell Index Client Advisory Board (2001-2015). |
Thomas P. Lemke (1954);
Trustee since 2014. | | | (1) Independent Trustee of Advisors’ Inner Circle III fund platform, consisting of the following: (i) the Advisors’ Inner Circle Fund III, (ii) the Gallery Trust, (iii) the Schroder Series Trust, (iv) the Delaware Wilshire Private Markets Fund (since 2020), (v) Chiron Capital Allocation Fund Ltd., and (vi) formerly the Winton Diversified Opportunities Fund (2014-2018); and (2) Independent Trustee of the Symmetry Panoramic Trust (since 2018). |
Lawrence R. Maffia (1950);
Trustee since 2014. | Retired; Director and President, ICI Mutual Insurance Company (2006-2013). | | Director, ICI Mutual Insurance Company (1999-2013). |
Mary E. Martinez (1960); Vice
Chair since 2021: Trustee since 2013. | Associate, Special Properties, a Christie’s International Real Estate Affiliate (2010-present); Managing Director, Bank of America (asset management) (2007-2008); Chief Operating Officer, U.S. Trust Asset Management, U.S. Trust Company (asset management) (2003-2007); President, Excelsior Funds (registered investment companies) (2004-2005). | | |
Marilyn McCoy (1948); Trustee
since 2005. | Vice President of Administration and Planning, Northwestern University (1985-present). | | |
| J.P. Morgan Exchange-Traded Funds | |
TRUSTEES
(Unaudited) (continued)
Name (Year of Birth); Positions With the Funds (1) | Principal Occupation During Past 5 Years | Number of Funds in Fund Complex Overseen by Trustee (2) | Other Directorships Held During the Past 5 Years |
Dr. Robert A. Oden, Jr. (1946);
Trustee since 2005. | Retired; President, Carleton College (2002-2010); President, Kenyon College (1995-2002). | | Trustee and Vice Chair, Trout Unlimited (2017-present); Trustee, American Museum of Fly Fishing (2013-present); Trustee and Vice Chair, Trout Unlimited (2017-2021); Trustee, Dartmouth- Hitchcock Medical Center (2011-2020). |
Marian U. Pardo* (1946);
Trustee since 2013. | Managing Director and Founder, Virtual Capital Management LLC (investment consulting) (2007-present); Managing Director, Credit Suisse Asset Management (portfolio manager) (2003-2006). | | Board Chair and Member, Board of Governors, Columbus Citizens Foundation (not-for-profit supporting philanthropic and cultural programs) (2006-present). |
Emily A. Youssouf (1951);
Trustee since 2022. | Adjunct Professor (2011-present) and Clinical Professor (2009-2011), NYU Schack Institute of Real Estate; Board Member and Member of the Audit Committee (2013–present), Chair of Finance Committee (2019-present), Member of Related Parties Committee (2013-2018) and Member of the Enterprise Risk Committee (2015-2018), PennyMac Financial Services, Inc.; Board Member (2005-2018), Chair of Capital Committee (2006-2016), Chair of Audit Committee (2005-2018), Member of Finance Committee (2005-2018) and Chair of IT Committee (2016-2018), NYC Health and Hospitals Corporation. | | Trustee, NYC School Construction Authority (2009-present); Board Member, NYS Job Development Authority (2008-present); Trustee and Chair of the Audit Committee of the Transit Center Foundation (2015-2019). |
| | | |
| | | |
Robert F. Deutsch** (1957);
Trustee since 2014. | Retired; Head of the Global ETF Business for JPMorgan Asset Management (2013-2017); Head of the Global Liquidity Business for JPMorgan Asset Management (2003-2013). | | Treasurer and Director of the JUST Capital Foundation (2017-present). |
Nina O. Shenker** (1957);
Trustee since 2022. | Vice Chair (2017-2021), General Counsel and Managing Director (2008-2016), Associate General Counsel and Managing Director (2004-2008), J.P. Morgan Asset & Wealth Management. | | Director and Member of Legal and Human Resources Subcommittees, American Jewish Joint Distribution Committee (2018-present). |
|
| The year shown is the first year in which a Trustee became a member of any of the following: the Mutual Fund Board, the ETF Board, the heritage J.P. Morgan Funds or the heritage One Group Mutual Funds. Trustees serve an indefinite term, until resignation, retirement, removal or death. The Board’s current retirement policy sets retirement at the end of the calendar year in which the Trustee attains the age of 75, provided that any Board member who was a member of the Mutual Fund Board prior to January 1, 2022 and was born prior to January 1, 1950 shall retire from the Board at the end of the calendar year in which the Trustee attains the age of 78. | | |
| A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees serves currently includes nine registered investment companies (167 J.P. Morgan Funds). | | |
| J.P. Morgan Exchange-Traded Funds | |
| In connection with prior employment with JPMorgan Chase, Ms. Pardo was the recipient of non-qualified pension plan payments from JPMorgan Chase in the amount of approximately $2,055 per month, which she irrevocably waived effective January 1, 2013, and deferred compensation payments from JPMorgan Chase in the amount of approximately $7,294 per year, which ended in January 2013. In addition, Ms. Pardo receives payments from a fully-funded qualified plan, which is not an obligation of JPMorgan Chase. | | |
| Designation as an “Interested Trustee” is based on prior employment by the Adviser or an affiliate of the Adviser or interests in a control person of the Adviser. | | |
| The contact address for each of the Trustees is 277 Park Avenue, New York, NY 10172. | | |
| J.P. Morgan Exchange-Traded Funds | |
Name (Year of Birth),
Positions Held with
the Trust (Since) | Principal Occupations During Past 5 Years |
Brian S. Shlissel (1964),
President and Principal Executive
Officer (2021)* | Managing Director and Chief Administrative Officer for J.P. Morgan pooled vehicles, J.P. Morgan Investment Management Inc. since 2014. |
Timothy J. Clemens (1975),
Treasurer and Principal Financial
Officer (2020) (formerly Assistant Treasurer 2019-2020) | Executive Director, J.P. Morgan Investment Management Inc. since February 2016. Mr. Clemens has been with J.P. Morgan Investment Management Inc. since 2013. |
Gregory S. Samuels (1980),
Secretary (2022) **(formerly Assistant
Secretary 2014-2022) | Managing Director and Assistant General Counsel, JPMorgan Chase. Mr. Samuels has been with JPMorgan Chase since 2010. |
Stephen M. Ungerman (1953),
Chief Compliance Officer (2014) | Managing Director, JPMorgan Chase & Co.; Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. |
Kiesha Astwood-Smith (1973),
Assistant Secretary (2021)** | Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Senior Director and Counsel,Equitable Financial Life Insurance Company (formerly, AXA Equitable Life Insurance Company) from September 2015 to June 2021. |
Matthew Beck (1988),
Assistant Secretary (2021)*** | Vice President and Assistant General Counsel, JPMorgan Chase since May 2021; Senior Legal Counsel, Ultimus Fund Solutions from May 2018 through May 2021; General Counsel, The Nottingham Company from April 2014 through May 2018. |
Elizabeth A. Davin (1964),
Assistant Secretary (2022)***
(formerly Secretary 2018-2022) | Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Davin has been with JPMorgan Chase (formerly Bank One Corporation) since 2004. |
Jessica K. Ditullio (1962),
Assistant Secretary (2014)*** | Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Ditullio has been with JPMorgan Chase (formerly Bank One Corporation) since 1990. |
Anthony Geron (1971),
Assistant Secretary (2019)** | Vice President and Assistant General Counsel, JPMorgan Chase since September 2018; Lead Director and Counsel, AXA Equitable Life Insurance Company from 2015 to 2018 and Senior Director and Counsel, AXA Equitable Life Insurance Company from 2014 to 2015. |
Carmine Lekstutis (1980),
Assistant Secretary (2014)** | Executive Director and Assistant General Counsel, JPMorgan Chase. Mr. Lekstutis has been with JPMorgan Chase since 2011. |
Max Vogel (1990),
Assistant Secretary (2021)** | Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Associate, Proskauer Rose LLP (law firm) from March 2017 to June 2021; Associate, Stroock & Stroock & Lavan LLP (law firm) from October 2015 to March 2017. |
Zachary E. Vonnegut-Gabovitch
(1986),
Assistant Secretary (2017)** | Vice President and Assistant General Counsel, JPMorgan Chase since September 2016. |
Frederick J. Cavaliere (1978),
Assistant Treasurer (2015)* | Executive Director, J.P. Morgan Investment Management Inc. Mr. Cavaliere has been with JPMorgan Chase since May 2006. |
Michael M. D’Ambrosio (1969),
Assistant Treasurer (2014) | Managing Director, J.P. Morgan Investment Management Inc. Mr. D’Ambrosio has been with J.P. Morgan Investment Management Inc. since 2012. |
Shannon Gaines (1977),
Assistant Treasurer (2019)*** | Vice President, J.P. Morgan Investment Management Inc. since January 2014. |
Nektarios E. Manolakakis (1972),
Assistant Treasurer (2020) | Executive Director, J.P. Morgan Investment Management Inc. Mr. Manolakakis has been with JPMorgan Chase since 2010. |
Todd McEwen (1981),
Assistant Treasurer (2020)*** | Vice President, J.P. Morgan Investment Management Inc. Mr. McEwen has been with J.P. Morgan Investment Management Inc. since 2010. |
|
The contact address for each of the officers, unless otherwise noted, is 277 Park Avenue, New York, NY 10172. |
| The contact address for the officer is 575 Washington Boulevard, Jersey City, NJ 07310. |
| J.P. Morgan Exchange-Traded Funds | |
| The contact address for the officer is 4 New York Plaza, New York, NY 10004. |
| The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240. |
| J.P. Morgan Exchange-Traded Funds | |
SCHEDULE OF SHAREHOLDER EXPENSES
(Unaudited)
Hypothetical $1,000 Investment
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on your purchase and sales of Fund shares and (2) ongoing costs, primarily management fees. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these ongoing costs with the ongoing costs of investing in other funds. The examples assume that you had a $1,000 investment at the beginning of the reporting period, January 1, 2022, and continued to hold your shares at the end of the reporting period, June 30, 2022.
Actual Expenses
For each Class of each Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading titled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an
assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Class of the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), or redemption fees, and expenses of the Underlying Funds and ETFs. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested.
| Beginning Account Value January 1, 2022 | Ending Account Value June 30, 2022 | Expenses Paid During the Period* | |
JPMorgan Market Expansion Enhanced Equity ETF | | | | |
| | | | |
| | | | |
|
| Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
| J.P. Morgan Exchange-Traded Funds | |
Certain tax information for the J.P. Morgan Funds is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable year ended June 30, 2022. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2022. The information necessary to complete your income tax returns for the calendar year ending December 31, 2022 will be provided under separate cover.
Dividends Received Deduction (DRD)
The Fund had 29.03%, or maximum allowable percentage, of ordinary income distributions eligible for the dividends received deduction for corporate shareholders for the fiscal year ended June 30, 2022.
Long Term Capital Gain
The fund distributed $136,241,303, or maximum allowable amount, of long-term capital gain dividends for the fiscal year ended June 30, 2022.
Qualified Dividend Income (QDI)
The Fund had $12,766,186, or maximum allowable amount, of ordinary income distributions treated as qualified dividends for the fiscal year ended June 30, 2022.
| J.P. Morgan Exchange-Traded Funds | |
BOARD APPROVAL OF INITIAL ADVISORY AGREEMENT
(Unaudited)
JPMorgan Market Expansion Enhanced Equity ETF
On July 29, 2021, the Board of Trustees (the “Board” or the “Trustees”) of JPMorgan Exchange-Traded Fund Trust (the “Trust”) held meetings and approved the initial advisory agreement (the “Advisory Agreement”) for the JPMorgan Market Expansion Enhanced Equity ETF (the “Fund”). The meetings were held by videoconference in reliance upon the Division of Investment Management Staff Statement on Fund Board Meetings and Unforeseen or Emergency Circumstances Related to Coronavirus Disease 2019. The Advisory Agreement was approved by a majority of the Trustees who are not “Interested Persons” (as defined in the Investment Company Act of 1940) of any party to that Advisory Agreement or any of their affiliates. In connection with the approval of the Advisory Agreement, the Trustees reviewed written materials prepared by the Adviser and received oral presentations from Adviser personnel. The Trustees noted that the Fund was anticipated to commence operations by acquiring the assets of another fund for which the Adviser serves as investment adviser (the “Acquired Fund”). Before voting on the proposed Advisory Agreement, the Trustees reviewed the Advisory Agreement with representatives of the Adviser and with counsel to the Trust and independent legal counsel to the Trustees and received a memorandum from independent legal counsel discussing the legal standards for their consideration of the proposed Advisory Agreement. They also considered information they received from the Adviser over the course of the year in connection with their oversight of other funds managed by the Adviser. The Trustees also discussed the proposed Advisory Agreement with independent legal counsel in executive session at which no representatives of the Adviser were present.
A summary of the material factors evaluated by the Trustees in determining whether to approve the Advisory Agreement is provided below. The Trustees considered information provided with respect to the Fund and the approval of the Advisory Agreement. Each Trustee attributed his or her own evaluation of the significance of the various factors, and no factor alone was considered determinative. The Trustees determined that the proposed compensation to be received by the Adviser from the Fund under its Advisory Agreement was fair and reasonable and that initial approval of the Advisory Agreement was in the best interests of the Fund and its potential shareholders.
Summarized below are the material factors considered and discussed by the Trustees in reaching their conclusions:
Nature, Extent and Quality of Services Provided by the Adviser
In connection with the approval of the Fund’s initial Advisory Agreement, the Trustees considered the materials furnished specifically in connection with the approval of the Advisory Agreement, as well as other relevant information furnished for
the Trustees, regarding the nature, extent, and quality of services provided by the adviser. Among other things, the Trustees considered:
(i)
The background and experience of the Adviser’s senior management and investment personnel;
(ii)
The qualifications, backgrounds and responsibilities of the portfolio management team to be primarily responsible for the day-to-day management of the Fund;
(iii)
The investment strategy for the Fund, and the infrastructure supporting the portfolio management team;
(iv)
Information about the structure and distribution strategy of the Fund and how it fits within the Trust’s other fund offerings;
(v)
Their knowledge of the nature and quality of the services provided by the Adviser and its affiliates gained from their experience as Trustees of the Trust and in the financial industry generally;
(vi)
The overall reputation and capabilities of the Adviser and its affiliates;
(vii)
The commitment of the Adviser to provide high quality service to the Fund;
(viii)
Their overall confidence in the Adviser’s integrity;
(ix)
The Adviser’s responsiveness to requests for additional information, questions or concerns raised by them; and
(x)
The Adviser’s business continuity plan, steps the Adviser and its affiliates would be taking to provide services to the Fund during the COVID-19 pandemic and the Adviser’s and its affiliates’ success in continuing to provide services to the other J.P. Morgan ETFs and their shareholders throughout this period
Based upon these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of services to be provided to the Fund by the Adviser.
Fall-Out Benefits
The Trustees reviewed information regarding potential “fall-out” or ancillary benefits expected to be received by the Adviser and its affiliates as a result of their relationship with the Fund. Additionally, the Trustees considered that any fall-out or ancillary benefits would be comparable to those related to the other funds in the complex. The Trustees also considered the benefits to the Adviser and its affiliates from the conversion of a mutual fund to an ETF, for example, through the expansion of the Adviser’s ETF offerings.
| J.P. Morgan Exchange-Traded Funds | |
The Trustees also considered the benefits the Adviser is expected to receive as the result of JPMorgan Chase Bank, N.A.’s (“JPMCB”), an affiliate of the Adviser, roles as custodian, fund accountant and transfer agent for the Fund, including the profitability of those arrangements to JPMCB.
Economies of Scale
The Trustees considered the extent to which the Fund may benefit from economies of scale. The Trustees considered that there may not be a direct relationship between economies of scale realized by the Fund and those realized by the Adviser as assets increase. The Trustees considered the extent to which the Fund was priced to scale and whether it would be appropriate to add advisory fee breakpoints, but noted that the Fund has implemented a contractual expense limitation and fee waiver (“Fee Cap”) which allows the Fund’s shareholders to share potential economies of scale, and that the proposed fees are satisfactory relative to peer funds. The Trustees considered the benefits to the Fund of the use of an affiliated distributor and custodian, including the ability to rely on existing infrastructure supporting distribution, custodial and transfer agent services and the ability to negotiate competitive fees for the Fund. The Trustees further considered the Adviser’s ongoing investments in its business in support of the Fund, including the Adviser’s investments in trading systems, technology (including improvements to the J.P. Morgan Funds’ website, and cybersecurity improvements), retention of key talent, and regulatory support enhancements. The Trustees concluded that the current fee structure for the Fund, including the Fee Cap that the Adviser has in place that serves to limit the overall net expense ratio of the Fund at a competitive level, was reasonable. The Trustees concluded that the Fund’s shareholders will receive the benefits of potential economies of scale through the Fee Cap and the Adviser’s reinvestment in its operations to serve the Fund and its shareholders. The Trustees noted that the Adviser’s reinvestment ensures sufficient resources in terms of personnel and infrastructure to support the Fund.
Fees Relative to Adviser's Other Clients
The Trustees considered the Adviser’s view that it manages five accounts (including the Acquired Fund) with a substantially similar investment strategy as that of the Fund. The Trustees concluded that the fees charged to the Fund in comparison to those charged to such other clients were reasonable. The Trustees also considered the benefits to Acquired Fund shareholders from the fact that the total expense ratio of the
Fund, after application of the Fee Cap, would be lower than those of the Acquired Fund.
Investment Performance
The Trustees considered the Fund’s investment strategy and processes, the portfolio management team and competitive positioning against identified peer funds and concluded that the prospects for competitive future performance were acceptable. In addition, because the Fund was anticipated to commence operations by acquiring the assets of the Acquired Fund, and the Fund was to be the accounting survivor to the Acquired Fund, the Trustees were provided with performance information for the Acquired Fund.
Advisory Fees and Expense Ratios
The Trustees considered the contractual advisory fee rate that will be paid by the Fund to the Adviser and compared that rate to information prepared by Broadridge Investor Communications Solutions Inc. (“Broadridge”), an independent provider of investment company data, providing management fee rates paid by other funds in the same Morningstar category as the Fund. The Trustees also reviewed information about other projected expenses and the expense ratios for the Fund. The Trustees considered the projected Fee Cap proposed for the Fund, and the net advisory fee rate and net expense ratio for the Fund, after taking into account any projected waivers and/or reimbursements. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The Trustees noted that the Fund’s estimated net advisory fees and total expenses were in line with identified peer funds. The Trustees also considered the fees paid to JPMCB, for custody, transfer agency and other related services for the Fund and the profitability of these arrangements to JPMCB.
The Trustees considered how the Fund will be positioned against peer funds, as identified by management and/or Broadridge and noted that the Fund’s proposed advisory fee compared favorably with identified peer funds. The Trustees also noted that because the Fund was not yet operational, no profitability information was available. After considering the factors identified above and other factors, in light of the information, the Trustees concluded that the Fund’s proposed advisory fee was reasonable.
| J.P. Morgan Exchange-Traded Funds | |
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J.P. Morgan Exchange-Traded Funds are distributed by JPMorgan Distribution Services, Inc., an indirect, wholly-owned subsidiary of JPMorgan Chase & Co.
Contact J.P. Morgan Exchange-Traded Funds at 1-844-457-6383 (844-4JPM ETF) for a fund prospectus. You can also visit us at www.jpmorganfunds.com. Investors should carefully consider the investment objectives and risks as well as charges and expenses of the fund before investing. The prospectus contains this and other information about the fund. Read the prospectus carefully before investing.
Investors may obtain information about the Securities Investor Protection Corporation (SIPC), including the SIPC brochure, by visiting www.sipc.org or by calling SIPC at 202-371-8300.
The Fund files a complete schedule of its fund holdings for the first and third quarters of its fiscal year with the SEC as an exhibit to its report on Form N-PORT. The Fund's Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. The Fund's quarterly holdings can be found by visiting the J.P. Morgan Funds’ website at www.jpmorganfunds.com.
A description of the Fund policies and procedures with respect to the disclosure of the Fund holdings is available in the prospectuses and Statement of Additional Information.
A copy of proxy policies and procedures is available without charge upon request by calling 1-844-457-6383 and on the Fund's website at www.jpmorganfunds.com. A description of such policies and procedures is on the SEC’s website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Fund to the Adviser. A copy of the Fund's voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or at the Fund's website at www.jpmorganfunds.com no later than August 31 of each year. The Fund's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.
J.P. Morgan Asset Management is the brand name for the asset management business of JPMorgan Chase & Co. and its affiliates worldwide.
© JPMorgan Chase & Co., 2022. All rights reserved. June 2022.
AN-MEEEETF-622
ITEM 2. CODE OF ETHICS.
Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 13(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by positing its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.
If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the code of ethics or waivers granted with respect to the code of ethics in the period covered by the report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
| | (a) (1) | Disclose that the registrant’s board of directors has determined that the registrant either: |
| | (i) | Has at least one audit committee financial expert serving on its audit committee; or |
| | (ii) | Does not have an audit committee financial expert serving on its audit committee. |
The Registrant’s Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its audit committee. The Securities and Exchange Commission has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:
| | (i) | Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or |
| | (ii) | Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)). |
The audit committee financial expert is Gary L. French for purposes of audit committee financial expert determinations.
(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
AUDIT FEES
2022 – $182,288
2021 – $52,068
(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
AUDIT-RELATED FEES
2022 – $33,384
2021 – $4,879
Audit-related fees consist of security count procedures performed as required under Rule 17f-2 of the Investment Company Act of 1940 during the Registrant’s fiscal year.
(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
TAX FEES
2022 – $43,103
2021 – $13,812
The tax fees consist of fees billed in connection with preparing the federal regulated investment company income tax returns for the Registrant for the tax years ended June 30, 2022 and 2021, respectively.
For the last fiscal year, no tax fees were required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
ALL OTHER FEES
2022 – $0
2021 – $0
(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
Pursuant to the Registrant’s Audit Committee Charter and written policies and procedures for the pre-approval of audit and non-audit services (the “Pre-approval Policy”), the Audit Committee pre-approves all audit and non-audit services performed by the Registrant’s independent public registered accounting firm for the Registrant. In addition, the Audit Committee pre-approves the auditor’s engagement for non-audit services with the Registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any Service Affiliate in accordance with paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if the engagement relates directly to the operations and financial reporting of the Registrant. Proposed services may be pre-approved either 1) without consideration of specific case-by- case services or 2) require the specific pre-approval of the Audit Committee. Therefore, initially the Pre-approval Policy listed a number of audit and non-audit services that have been approved by the Audit Committee, or which were not subject to pre-approval under the transition provisions of Sarbanes-Oxley Act of 2002 (the “Pre-approval List”). The Audit Committee annually reviews and pre-approves the services included on the Pre-approval List that may be provided by the independent public registered accounting firm without obtaining additional specific pre-approval of individual services from the Audit Committee. The Audit Committee adds to, or subtracts from, the list of general pre-approved services from time to time, based on subsequent determinations. All other audit and non-audit services not on the Pre-approval List must be specifically pre-approved by the Audit Committee.
One or more members of the Audit Committee may be appointed as the Committee’s delegate for the purposes of considering whether to approve such services. Any pre-approvals granted by the delegate will be reported, for informational purposes only, to the Audit Committee at its next scheduled meeting. The Audit Committee’s responsibilities to pre-approve services performed by the independent public registered accounting firm are not delegated to management.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
2022 – 0.0%
2021 – 0.0%
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
Not applicable.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
The aggregate non-audit fees billed by the independent registered public accounting firm for services rendered to the Registrant, and rendered to Service Affiliates, for the last two calendar year ends were:
2021 – $30.6 million
2020 – $30.0 million
(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
The Registrant’s Audit Committee has considered whether the provision of the non-audit services that were rendered to Service Affiliates that were not pre-approved (not requiring pre-approval) is compatible with maintaining the independent public registered accounting firm’s independence. All services provided by the independent public registered accounting firm to the Registrant or to Service Affiliates that were required to be pre-approved were pre-approved as required.
(i) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form NCSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.
Not applicable.
(j) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must provide the below disclosures. Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the below disclosures for itself and its consolidated foreign operating entity or entities. A registrant must disclose:
| | (1) | That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant; |
| | (2) | The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized; |
| | (3) | Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant; |
| | (4) | The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant; and |
| | (5) | Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter. |
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15
U.S.C. 78c(a)(58)(B)), so state.
The registrant has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are John F. Finn, Gary L. French, Kathleen M. Gallagher and Raymond Kanner.
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule I – Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in Section 210.12-12 of Regulation S-X, unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.
No material changes to report.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time
periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
There were no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
| | (a) | File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. |
(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
Code of Ethics applicable to its Principal Executive and Principal Financial Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 attached hereto.
(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2), exactly as set forth below:
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.
(1) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.
Not applicable.
(2) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period.
Not applicable.
| | (b) | A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940. |
Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| J.P. Morgan Exchange-Traded Fund Trust |
| |
| By: | | /s/ Brian S. Shlissel |
| | Brian S. Shlissel |
| | President and Principal Executive Officer |
| | January 31, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
| |
| By: | | /s/ Brian S. Shlissel |
| | Brian S. Shlissel |
| | President and Principal Executive Officer |
| | January 31, 2023 |
| |
| By: | | /s/ Timothy J. Clemens |
| | Timothy J. Clemens |
| | Treasurer and Principal Financial Officer |
| | January 31, 2023 |
