UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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J.P. Morgan Exchange-Traded Fund Trust
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Q&A for Proxy Statement
Upcoming Shareholder Meeting for
J.P. Morgan Exchange-Traded Fund Trust
July 2, 2019
On June 11, 2019, the Board of Trustees of J.P. Morgan Exchange-Traded Fund Trust (the “Trust”) approved a new management agreement for each of the Funds. The proposed Management Agreement will require shareholder approval before it is implemented. If approved by shareholders of each Fund, the new agreement would result in the implementation of a single management fee (a “unitary fee”) in lieu of the fee structure currently in place for the Funds. In addition, if approved, this agreement would replace each Fund’s current investment advisory agreement, as well as its current administration and expense limitation agreements (the “Current Agreements”). This proposal will not result in an increase – and in certain cases will result in a decrease – in the Fund’s current net expense ratios or change the level of services provided by J.P. Morgan Investment Management Inc. (“JPMIM”) under the current investment advisory and administration agreements.
The proposed timeline is outlined as follows:
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Record Date | | June 24, 2019 | | Shareholders of record on this date for the Fund will be mailed proxy materials. |
Mail Date | | On or about July 2, 2019 | | The mailing will commence on or about July 2, 2019. |
Shareholder Meeting | | August 22, 2019 | | A shareholder meeting will be held to approve the proposed new management agreement. |
Effective Date | | November 1, 2019 or a later date after the management agreement is approved by a Fund’s shareholders. | | The changes to a Fund will become effective on November 1, 2019 or such later date as is determined by the officers of the Trust after the management agreement is approved by a Fund’s shareholders. |
What is the Board of Trustees’ recommendation?
The Board of Trustees approved the new management agreement at their June11-12, 2019 Board meeting. The Board of Trustees recommends voting “FOR” this proposal in the proxy statement.
PROPOSED CHANGES
What is a unitary fee structure?
An expense structure where a fund pays anall-inclusive management fee to its adviser. In exchange for the unitary fee, the adviser (JPMIM) agrees to pay fund operating expenses (i.e. custodian, fund accounting, legal, trustee, audit, etc.).
Why are we making this change to our fee structure?
Most of the ETF industry uses unitary fee pricing. Unitary fee pricing eases client conversations regarding differences between gross and net expense ratios. Several client organizations do not / cannot capture an expense cap in their databases and therefore disclose the higher gross expenses for our ETFs. In addition, this change is intended to eliminate the downside risk to shareholders that Fund fees might increase during periods when Fund expenses increase or when Fund assets decline (making such expenses a larger percentage of Fund assets), particularly if current expense caps were changed or allowed to expire in the future.
For which funds is the new Management Agreement proposed?
We are proposing the new agreement for all the J.P. Morgan ETFs Trust, with the exception of the JPMorgan BetaBuilders U.S. Equity ETF (BBUS) and the JPMorgan BetaBuilders1-5 Year Aggregate Bond ETF (BBSA). These funds were launched under a unitary fee structure.
Would clients pay more under the new unitary fee structure?
No. In all cases, the proposed unitary fee that clients will pay is the same or lower than the current Total Expense Ratio (TER).
What are the proposed fee changes?
Please see the summary table below.
Subject to shareholder approval
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| | Management Fees / Total Expenses |
Fund Name | | Current IA Fee | | Current TER | | Proposed Unitary Fee |
JPMorgan BetaBuilders Canada ETF | | 19 | | 19 | | 19 |
JPMorgan BetaBuilders Developed Asia ex-Japan ETF | | 19 | | 19 | | 19 |
JPMorgan BetaBuilders Europe ETF | | 9 | | 9 | | 9 |
JPMorgan BetaBuilders Japan ETF | | 19 | | 19 | | 19 |
JPMorgan Corporate Bond Research Enhanced ETF | | 14 | | 14 | | 14 |
JPMorgan Diversified Return Emerging Markets Equity ETF | | 44 | | 45 | | 44 |
JPMorgan Diversified Return U.S. Mid Cap Equity ETF | | 24 | | 24 | | 24 |
JPMorgan Diversified Return U.S. Small Cap Equity ETF | | 29 | | 29 | | 29 |
JPMorgan Municipal ETF | | 24 | | 24 | | 24 |
JPMorgan U.S. Aggregate Bond ETF | | 7 | | 7 | | 7 |
JPMorgan Income Builder Blend ETF | | 45 | | 45 | | 45 |
JPMorgan Diversified Alternatives ETF | | 60 | | 85 | | 85 |
JPMorgan Diversified Return International Equity ETF | | 24 | | 38 | | 37 |
JPMorgan Core Plus Bond ETF | | 30 | | 40 | | 40 |
JPMorgan Event Driven ETF | | 75 | | 85 | | 85 |
JPMorgan Long/Short ETF | | 60 | | 69 | | 69 |
JPMorgan Managed Futures Strategy ETF | | 50 | | 59 | | 59 |
JPMorgan Diversified Return Europe Equity ETF | | 30 | | 38 | | 37 |
JPMorgan USD Emerging Markets Sovereign Bond ETF | | 32 | | 39 | | 39 |
JPMorgan Diversified Return Global Equity ETF | | 24 | | 38 | | 29 |
JPMorgan Ultra-Short Income ETF | | 15 | | 18 | | 18 |
JPMorgan Ultra-Short Municipal Income ETF | | 15 | | 18 | | 18 |
JPMorgan BetaBuilders MSCI US REIT ETF | | 12 | | 11 | | 11 |
JPMorgan Diversified Return U.S. Equity ETF | | 23 | | 19 | | 18 |
JPMorgan Global Bond Opportunities ETF | | 55 | | 55 | | 50 |
JPMorgan Disciplined High Yield ETF* | | 30 | | 40 | | 24 |
JPMorgan U.S. Dividend ETF | | 23 | | 12 | | 12 |
JPMorgan U.S. Minimum Volatility ETF | | 23 | | 12 | | 12 |
JPMorgan U.S. Momentum Factor ETF | | 23 | | 12 | | 12 |
JPMorgan U.S. Quality Factor ETF | | 23 | | 12 | | 12 |
JPMorgan U.S. Value Factor ETF | | 23 | | 12 | | 12 |
Shaded areas reflect funds where the unitary fee would be lower than the current TER.
*The expense cap on the JPMorgan Disciplined High Yield ETF will be lowered to 0.24% on or about September 9, 2019. This change will occur regardless of whether shareholders approve the unitary fee for this Fund.
Will there be any changes to the operations or service providers of the funds?
No material changes to the operations of the Funds or the Funds’ service providers are expected if the proposal is approved.
ADDITIONAL INFORMATION
How do shareholders vote?
Shareholders may vote their Fund shares via physical mail, via the Internet by following the instructions in the proxy voting instructions, by telephone using the toll-free number listed in the proxy voting instructions, or in person at the Meeting. For more information on how to vote, the Funds’ proxy solicitor, AST Fund Solutions, LLC can be reached at 1 (800)848-3374.
What happens if the shareholders do not vote their proxy?
All shareholders are encouraged to vote their shares. AST Fund Solutions, LLC has been retained to assist us with this process to the extent necessary. Shareholders who do not vote their shares may receive a telephone call or additional mailings encouraging them to vote their shares.
What happens if a shareholder needs a copy of a proxy statement, a proxy card or other proxy materials?
Shareholders can receive additional copies of any proxy materials, including the Proxy Statements, proxy cards and voting instructions, by calling AST Fund Solutions, LLC at 1 (800)848-3374.
What happens if shareholders of one or more Funds do not approve the new Management Agreement?
The management agreement will take effect for all Funds that approve the proposal, regardless of whether the shareholders of the remaining Funds approve the proposal. If the management agreement is not approved by shareholders of a Fund, the current arrangements will continue, but there is no assurance that current expense caps will continue after they expire.
Investors should carefully consider the investment objectives and risks as well as charges and expenses of the JPMorgan ETF before investing. The summary and full prospectuses contain this and other information about the ETF. Read the prospectus carefully before investing. Call1-844-4JPM-ETF or visitwww.jpmorganETFs.com to obtain a prospectus.
J.P. Morgan ETFs are distributed by JPMorgan Distribution Services, Inc., which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. JPMorgan Distribution Services, Inc. is a member of FINRA.
J.P. Morgan Asset Management is the brand name for the asset management business of JPMorgan Chase & Co., and its affiliates worldwide.