Form 485BPOS J.P. Morgan Exchange-Tra

AMENDED AND RESTATED BY-LAWS

Of

J.P. Morgan Exchange-Traded Fund Trust

(a Delaware Statutory Trust)

Effective as of February 19, 2014

Amended and Restated as of August 23, 2021

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TABLE OF CONTENTS

 

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ARTICLE I -		INTRODUCTION			1
Section 1.		Declaration of Trust			1
Section 2.		Definitions			1
ARTICLE II -		OFFICES			1
Section 1.		Principal Executive Office			1
Section 2.		Delaware Office			1
Section 3.		Other Offices			1
ARTICLE III -		MEETINGS OF SHAREHOLDERS			1
Section 1.		Place of Meetings			1
Section 2.		Call of Meetings			1
Section 3.		Notice of Meetings of Shareholders			2
Section 4.		Manner of Giving Notice; Affidavit of Notice			2
Section 5.		Conduct of Meetings of Shareholders			2
Section 6.		Adjourned Meeting; Notice			3
Section 7.		Voting			3
Section 8.		Waiver of Notice; Consent of Absent Shareholders			3
Section 9.		Shareholder Action by Written Consent Without a Meeting			3
Section 10.		Record Date for Shareholder Notice; Voting and Giving Consents			4
Section 11.		Proxies			4
Section 12.		Inspectors of Election			5
Section 13.		Shareholder Meetings by Remote Communications			5
ARTICLE IV -		TRUSTEES			6
Section 1.		Powers			6
Section 2.		Number of Trustees			6
Section 3.		Vacancies			6
Section 4.		Place of Meetings and Meetings by Telephone			6
Section 5.		Regular Meetings			6
Section 6.		Special Meetings			6
Section 7.		Quorum; Act of Trustees			6
Section 8.		Waiver of Notice			7
Section 9.		Adjournment			7
Section 10.		Notice of Adjournment			7
Section 11.		Action Without a Meeting			7
Section 12.		Fees and Compensation of Trustees			7
Section 13.		Chairman			7
ARTICLE V -		COMMITTEES			7
Section 1.		Committees of Trustees			7
Section 2.		Proceedings and Quorum			8
Section 3.		Compensation of Committee Members			8

 

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TABLE OF CONTENTS

(continued)

 

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ARTICLE VI -		OFFICERS			8
Section 1.		Officers			8
Section 2.		Election of Officers			8
Section 3.		Subordinate Officers			8
Section 4.		Removal and Resignation of Officers			8
Section 5.		Vacancies in Offices			9
Section 6.		President			9
Section 7.		Vice Presidents			9
Section 8.		Secretary			9
Section 9.		Treasurer			9
ARTICLE VII -		INSPECTION OF RECORDS AND REPORTS			10
Section 1.		Inspection by Shareholders			10
Section 2.		Inspection by Trustees			10
Section 3.		Financial Statements			10
ARTICLE VIII -		GENERAL MATTERS			10
Section 1.		Checks, Drafts, Evidence of Indebtedness			10
Section 2.		Contracts and Instruments; How Executed			10
Section 3.		Fiscal Year			10
Section 4.		Writings			10
Section 5.		Severability			10
Section 6.		Headings			11
ARTICLE IX -		AMENDMENTS			11

 

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AMENDED AND RESTATED BY-LAWS

OF

J.P. Morgan Exchange-Traded Fund Trust

(a Delaware Statutory Trust)

ARTICLE I - INTRODUCTION

Section 1. Declaration of Trust. These Amended and Restated By-Laws (“By-Laws”) shall be subject to the Amended and Restated Declaration of Trust, as from time to time in effect (“Declaration of Trust”), of J.P. Morgan Exchange-Traded Fund Trust, a Delaware statutory trust (“Trust”). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.

Section 2. Definitions. Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust.

ARTICLE II - OFFICES

Section 1. Principal Executive Office. The principal executive office of the Trust shall be 277 Park Avenue, New York, New York until such time as the Trustees may change the location of the principal executive office of the Trust to any other place within or outside the State of Delaware.

Section 2. Delaware Office. The Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust’s registered agent for service of process in the State of Delaware an individual who is a resident of the State of Delaware or a Delaware corporation or a corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the Office of the Secretary of the State of Delaware.

Section 3. Other Offices. The Trustees may at any time establish branch or subordinate offices at any place or places within or outside the State of Delaware as the Trustees may from time to time determine.

ARTICLE III - MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. Meetings of Shareholders shall be held at any place (which may include a meeting held solely or partly by means of remote communications) designated by the Trustees. In the absence of any such designation, Shareholders’ meetings shall be held at the principal executive office of the Trust.

Section 2. Call of Meetings. There shall be no annual Shareholders’ meetings except as required by law. Special meetings of the Shareholders of the Trust or of any Series or Class may be called at any time by the Trustees or by the President or the Secretary for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders of the Trust or of any Series or Class as herein provided or provided in the Declaration of Trust or upon any other matter as to which such vote or authority is deemed by the Trustees or the President to be necessary or desirable. Meetings of the Shareholders of the Trust or of any Series or Class may be called for any purpose deemed necessary or desirable upon the written request of the Shareholders holding at least twenty-five percent (25%) of the Outstanding Shares of the Trust entitled to vote at such meeting, provided that (1) such request shall state the purposes of such meeting and the matters proposed to be acted on, and (2) the Shareholders requesting such meeting shall

 

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have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholders. If the President or Secretary fails for more than thirty (30) days to call a special meeting, the Trustees or the Shareholders requesting such a meeting may, in the name of the President or Secretary (as the case may be), call the meeting by giving the required notice. If the meeting is a meeting of Shareholders of any Series or Class, but not a meeting of all Shareholders of the Trust, then only a special meeting of Shareholders of such Series or Class need be called and, in such case, only Shareholders of such Series or Class shall be entitled to notice of and to vote at such meeting.

Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given to Shareholders in accordance with Section 4 of this Article III not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place (which may include a meeting held solely or partly by means of remote communications), date and hour of the meeting, and (ii) the general nature of the business to be transacted.

Section 4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Shareholders shall be (i) given either by hand delivery, first-class mail, telegraphic or other written or electronic transmission or as otherwise provided herein, charges prepaid, and (ii) addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust’s books or is not given to the Trust, notice shall be deemed to have been given if sent to that Shareholder by first-class mail or telegraphic or other written or electronic communication to the Trust’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written or electronic communication or, where notice is given by publication, on the date of publication, or when notice is given by a document publicly filed by with the U.S. Securities and Exchange Commission, at the time the Trust files such document. Without limiting the manner by which notice otherwise may be given effectively to Shareholders, any notice to Shareholders given by the Trust shall be effective if given by a single written notice to Shareholders who share an address if consented to by the Shareholders at that address.

If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if such future notices or reports shall be kept available to the Shareholder, upon written demand of the Shareholder, at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust.

Section 5. Conduct of Meetings of Shareholders. The meetings of Shareholders shall be presided over by the Chairman, or if he or she is not present, by the President, or if he or she is not present, by any Vice President, unless there is an Executive Vice President, or if none of them is present, then any officer of the Trust appointed by the President to act on his or her behalf shall preside over such meetings. The Secretary, if present, shall act as a Secretary of such meetings, or if he or she is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act. If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his or her behalf shall act as Secretary of such meetings.

 

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Section 6. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Shares represented at the meeting, either in person or by proxy. Notwithstanding the above, broker non- votes will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to adjourn a meeting. Notice of adjournment of a Shareholders’ meeting to another time or place (which may include a meeting held solely or partly by means of remote communications) need not be given, if such time and place are announced at the meeting at which adjournment is taken and the adjourned meeting is held within a reasonable time after the date set for the original meeting. If the adjournment is for more than one hundred twenty (120) days from the date set for the original meeting or a new record date is fixed for the adjourned meeting, notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article III. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

Section 7. Voting. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust of the Trust, as in effect as of such time. The Shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than election of Trustees, any Shareholder may cast part of the votes that such Shareholder is entitled to cast in favor of the proposal and refrain from casting and/or cast the remaining part of such votes against the proposal, but if such Shareholder fails to specify the number of votes that such Shareholder is casting in favor of the proposal, it will be conclusively presumed that such Shareholder is casting all of the votes that such Shareholder is entitled to cast in favor of such proposal.

Section 8. Waiver of Notice; Consent of Absent Shareholders. The transaction of business and any actions taken at a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice provided a quorum is present either in person or by proxy at the meeting of Shareholders and if either before or after the meeting, each Shareholder entitled to vote who was not present in person or by proxy at the meeting of the Shareholders signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders.

Attendance by a Shareholder at a meeting of Shareholders shall also constitute a waiver of notice of that meeting, except if the Shareholder objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting of Shareholders is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting of Shareholders if that objection is expressly made at the beginning of the meeting.

Section 9. Shareholder Action by Written Consent Without a Meeting. Except as provided in the Declaration of Trust, any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent or consents in writing setting forth the action to be taken is signed by the holders of Outstanding Shares having not less than the minimum number of votes that would be necessary to authorized or take that action at a meeting at which all Shares entitled to vote on that action were present and voted; provided, however, that the Shareholders receive any necessary Information Statement or other necessary documentation in conformity with the requirements of the Securities Exchange Act of 1934 or the rules or regulations thereunder. Any such written consent may be executed and given by facsimile or other electronic means, including electronic transmission. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent, a transferee of the Shares, a personal representative of the Shareholder, or their respective proxy holders may revoke the Shareholder’s written consent by a writing received by the Secretary of the Trust before written consents of the number of Outstanding Shares required to authorize the proposed action have been filed with the Secretary.

 

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If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the Shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article III to each Shareholder entitled to vote who did not execute such written consent.

Section 10. Record Date for Shareholder Notice; Voting and Giving Consents.

(a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment or postponement thereof, the Trustees may fix in advance a record date which shall not be more than ninety (90) days nor less than ten (10) days before the date of any such meeting. Without fixing a record date for a meeting, the Trustees may for voting and notice purposes close the register or transfer books for one or more Series (or Classes) for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting. If the Trustees do not so fix a record date or close the register or transfer books of the affected Series or Classes, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (a) when no prior action of the Trustees has been taken, shall be the day on which the first written consent is given, or (b) when prior action of the Trustees has been taken, shall be (i) such date as determined for that purpose by the Trustees, which record date shall not precede the date upon which the resolution fixing it is adopted by the Trustees and shall not be more than twenty (20) days after the date of such resolution, or (ii) if no record date is fixed by the Trustees, the record date shall be the close of business on the day on which the Trustees adopt the resolution relating to that action.

(c) Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series or Classes. Only Shareholders of record on the record date, as herein determined, shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Shares on the books of the Trust after such record date.

Section 11. Proxies. Subject to the provisions of the Declaration of Trust, Shareholders entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by proxy, provided that either (i) a written instrument authorizing such a proxy to act is executed by the Shareholder or his or her duly authorized attorney-in-fact and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period, or (ii) the Trustees adopt an electronic, telephonic, computerized or other alternative to the execution of a written instrument authorizing the proxy to act, and such authorization is received not more than eleven (11) months before the meeting. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the Person executing it before the vote pursuant to that proxy is taken, (a) by a writing delivered to the Trust stating that the proxy is revoked, or (b) by a subsequent proxy executed by such Person, or (c) attendance at the meeting and voting in person by the Person executing that proxy, or (d) revocation by such Person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity

 

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of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from anyone of the two or more Persons. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment or postponement of a Shareholders’ meeting. At every meeting of Shareholders, unless the voting is conducted by inspectors, all questions concerning the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by the chairman of the meeting. Subject to the provisions of the Declaration of Trust or these By-Laws, all matters concerning the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.

Section 12. Inspectors of Election. Before any meeting of Shareholders, the Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment or postponement. If no inspectors of election are so appointed, the chairman of the meeting may appoint inspectors of election at the meeting. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may appoint a person to fill the vacancy.

These inspectors shall:

 

(a)

Determine the number of Shares outstanding and the voting power of each (and, to the extent that voting power is determined by Net Asset Value, the inspectors shall rely upon a certificate of the Treasurer of the Trust with respect to the Net Asset Value per Share), the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

 

(b)

Receive votes, ballots or consents;

 

(c)

Hear and determine all challenges and questions in anyway arising in connection with the right to vote;

 

(d)

Count and tabulate all votes or consents;

 

(e)

Determine when the polls shall close;

 

(f)

Determine the result; and

 

(g)

Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

Section 13. Shareholder Meetings by Remote Communications. Notwithstanding anything in these Bylaws to the contrary, the Trustees may, in their sole discretion, determine that a meeting of Shareholders may be held partly or solely by means of remote communications. Shareholders and proxyholders not physically present at such a meeting shall be deemed present in person and may vote or otherwise participate as if they were physically present at an in-person meeting, whether such meeting is to be held at a designated physical place or solely by means of remote communications (that is, virtually) or as a combination of both. In connection with any such meeting, the Trust shall implement such measures as the Trustees deem to be reasonable to verify that each person deemed present and authorized to vote at the meeting by means of remote communications is a Shareholder of record entitled to vote or an authorized

 

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proxyholder and to provide such Shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders consistent with the opportunities afforded at an in-person meeting. Notwithstanding anything in these Bylaws to the contrary, the Board of Trustees may, in their sole discretion, notify Shareholders of any postponement, adjournment or a change of the place of a meeting of Shareholders (including a change to hold the meeting solely by means of remote communications) solely by a document publicly filed by the Trust with the U.S. Securities and Exchange Commission without the requirement of any further notice.

ARTICLE IV - TRUSTEES

Section 1. Powers. Subject to the applicable provisions of the 1940 Act, the Declaration of Trust and these By-Laws relating to action required to be approved by the Shareholders, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Trustees.

Section 2. Number of Trustees. The exact number of Trustees within the limits specified in the Declaration of Trust shall be fixed from time to time, as provided in the Declaration of Trust, by a resolution approved by a Supermajority of Trustees.

Section 3. Vacancies. Vacancies in the authorized number of Trustees may be filled as provided in the Declaration of Trust.

Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Trustees may be held at any place that has been selected from time to time by the Trustees. In the absence of such a selection, regular meetings shall be held at the principal executive office of the Trust. Subject to any applicable requirements of the 1940 Act, any meeting, regular or special, may be held by conference telephone or other communication equipment, so long as all Trustees participating in the meeting can hear one another and all such Trustees shall be deemed to be present in person at the meeting.

Section 5. Regular Meetings. Regular meetings of the Trustees shall be held without call at such time as shall from time to time be fixed by the Trustees. Such regular meetings may be held without notice.

Section 6. Special Meetings. Special meetings of the Trustees may be held at any time or place for any purpose when called by the President, the Secretary or by written request of two (2) or more of the Trustees. Notice of the time and place of special meetings shall be communicated to each Trustee orally in person or by telephone or transmitted to him or her by first-class or overnight mail, electronic mail, telegram, telecopy or other electronic means addressed to each Trustee at that Trustee’s address as it is shown on the records of the Trust, at least one day before the meeting. Notice may be provided on the day of the special meeting by telephone, electronic mail, telegram, telecopy, or other electronic means, if, under the circumstances, the party calling the meeting deems more immediate action to be necessary or appropriate. Oral notice shall be deemed to be given when given directly to the person required to be notified and all other notices shall be deemed to be given when sent. The notice need not specify the purpose of the meeting or the place of the meeting, if the meeting is to be held at the principal executive office of the Trust.

Section 7. Quorum; Act of Trustees. A majority of the authorized number of Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article IV. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.

 

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Section 8. Waiver of Notice. Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting, prior to or at its commencement, the lack of notice to that Trustee.

Section 9. Adjournment. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 10. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article IV to the Trustees who were present at the time of the adjournment.

Section 11. Action Without a Meeting. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of the Trustees then in office. Unless the 1940 Act or the Declaration of Trust requires that a particular action be approved by a greater percentage such written consent shall be effective if provided by a majority of the Trustees then in office. Any such written consent may be executed and given by facsimile or other electronic means. Such written consents shall be filed with the minutes of the proceedings of the Trustees. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

Section 12. Fees and Compensation of Trustees. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Trustees. This Section 12 of Article IV shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

Section 13. Chairman. The Trustees shall appoint a Trustee to serve as Chairman of the Board (“Chairman”). The Chairman shall serve at the pleasure of the Trustees and shall preside over meetings of the Trustees and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Trustees or prescribed by the Declaration of Trust or these By-Laws.

ARTICLE V - COMMITTEES

Section 1. Committees of Trustees. The Trustees may by resolution designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Trustees. The number composing such committees and the powers conferred upon the same shall be determined by the vote of a majority of the Trustees. The Trustees may abolish any such committee at any time in their sole discretion. Any committee to which the Trustees delegate any of their powers shall maintain records of its meetings and shall report its actions to the Trustees. The Trustees shall have the power to rescind any action of any committee, but no such rescission shall have retroactive effect. The Trustees shall have the power at any time to fill vacancies in the committees. The Trustees may delegate to these committees any of its powers, subject to the limitations of applicable law. The Trustees may designate one or more Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee.

 

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Section 2. Proceedings and Quorum. In the absence of an appropriate resolution of the Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable. In the absence of any such resolution, a majority of the members of any committee shall constitute a quorum for the transaction of business, and any action of such a committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Subject to any applicable requirements of the 1940 Act, any committee meeting may be held by conference telephone or other communication equipment, so long as all Trustees participating in the meeting can hear one another, and all such Trustees shall be deemed to be present in person at the meeting.

Section 3. Compensation of Committee Members. Each committee member may receive such compensation from the Trust for his or her services and reimbursement for his or her expenses as may be fixed from time to time by the Trustees.

ARTICLE VI - OFFICERS

Section 1. Officers. The officers of the Trust shall be a President, a Secretary, and a Treasurer. The Trust may also have, at the discretion of the Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VI. Any person may hold one or more offices of the Trust except that no one person may serve concurrently as both President and Secretary. A person who holds more than one office in the Trust may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. Any officer may be, but need not be, a Trustee or Shareholder.

Section 2. Election of Officers. The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article VI shall be chosen by the Trustees, and each shall serve at the pleasure of the Trustees, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers. The Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Trustees may from time to time determine.

Section 4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a vote of a majority of the Trustees then in office and in attendance, at any regular or special meeting of the Trustees or by the principal executive officer or by such other officer upon whom such power of removal may be conferred by the Trustees. In addition, any officer appointed in accordance with the provisions of Section 3 of this Article may be removed; with or without cause, by any officer upon whom such power of removal shall have been conferred by the Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

 

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Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Trustees.

Section 6. President. The President shall be the principal executive officer of the Trust and shall, subject to the control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust. He or she shall preside, in the absence of the Chairman, at all meetings of the Shareholders. He or she shall have the general powers and duties of a president of a corporation and shall have such other powers and duties as may be prescribed by the Trustees, the Declaration of Trust or these By-Laws.

Section 7. Vice Presidents. In the absence or disability of the President, any Vice President, unless there is an Executive Vice President, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Executive Vice President or Vice Presidents, whichever the case may be, shall have such other powers and shall perform such other duties as from time to time may be prescribed for them respectively by the Trustees or the President or by these By-Laws.

Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Trust, the office of the Administrator, the office of any sub-administrator or such other place as the Trustees may direct, a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees’ meetings or committee meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings of the meetings.

The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust’s transfer agent or registrar, a share register or a duplicate share register showing the names of all Shareholders and their addresses and the number and classes of Shares held by each.

The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Trustees (or committees thereof) required to be given by these By-Laws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Trustees or by these By-Laws.

Section 9. Treasurer. The Treasurer shall be the chief accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust and each Series or Class thereof, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings of all Series or Classes thereof. The books of account shall at all reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositaries as may be designated by the Board of Trustees. He or she shall disburse the funds of the Trust as may be ordered by the Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Trustees or these By-Laws.

 

9

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ARTICLE VII - INSPECTION OF RECORDS AND REPORTS

Section 1. Inspection by Shareholders. The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any Series shall be open to the inspection of the Shareholders; and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law or otherwise by the Trustees or by resolution of the Shareholders.

Section 2. Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 3. Financial Statements. A copy of any financial statements and any income statement of the Trust for each semi-annual period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder. The semi-annual income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust.

ARTICLE VIII - GENERAL MATTERS

Section 1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board of Trustees.

Section 2. Contracts and Instruments; How Executed. The Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust (or any Series) and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 3. Fiscal Year. The fiscal year of the Trust and each Series shall be fixed and refixed or changed from time to time by the Trustees.

Section 4. Writings. To the fullest extent permitted by applicable laws and regulations:

(a) all requirements in these By-Laws that any action be taken by means of any writing, including, without limitation, any written instrument, any written consent or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees; and

(b) all requirements in these By-Laws that any writing be signed shall be deemed to be satisfied by any electronic signature in such form that is acceptable to the Trustees.

Section 5. Severability. The provisions of these By-Laws are severable. If the Trustees determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company or other provisions of the Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these By-Laws; provided, however,

 

10

---

that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of these By-Laws.

Section 6. Headings. Headings are placed in these By-Laws for convenience of reference only and in case of any conflict, the text of these By-Laws rather than the headings shall control.

ARTICLE IX - AMENDMENTS

Except as otherwise provided by the 1940 Act or by the Declaration of Trust, these By-Laws may be restated, amended, supplemented or repealed by a majority vote of the Trustees then in office (or, in the case of Article IV, Section 2, a vote of a Supermajority of Trustees).

 

11

Schedule A

to

Management Agreement

for

J.P. Morgan Exchange-Traded Fund Trust

Fee Rates

(Amended as of October 4, 2021)

 

Name		Fee Rate
JPMorgan Active Value ETF**			0.44	%
JPMorgan ActiveBuilders Emerging Markets Equity ETF**			0.33	%
JPMorgan ActiveBuilders International Equity ETF**			0.25	%
JPMorgan ActiveBuilders U.S. Large Cap Equity ETF**			0.17	%
JPMorgan BetaBuilders Canada ETF			0.19	%
JPMorgan BetaBuilders Developed Asia ex-Japan ETF			0.19	%
JPMorgan BetaBuilders Europe ETF			0.09	%
JPMorgan BetaBuilders International Equity ETF			0.07	%
JPMorgan BetaBuilders Japan ETF			0.19	%
JPMorgan BetaBuilders MSCI US REIT ETF			0.11	%
JPMorgan BetaBuilders U.S. Mid Cap Equity ETF*			0.07	%
JPMorgan BetaBuilders U.S. Small Cap Equity ETF*			0.09	%
JPMorgan Carbon Transition U.S. Equity ETF*			0.15	%
JPMorgan Climate Change Solutions ETF**			0.49	%
JPMorgan Core Plus Bond ETF			0.40	%
JPMorgan Corporate Bond Research Enhanced ETF			0.14	%
JPMorgan Diversified Return Emerging Markets Equity ETF			0.44	%
JPMorgan Diversified Return International Equity ETF			0.37	%
JPMorgan Diversified Return U.S. Equity ETF			0.18	%
JPMorgan Diversified Return U.S. Mid Cap Equity ETF			0.24	%
JPMorgan Diversified Return U.S. Small Cap Equity ETF			0.29	%
JPMorgan Equity Premium Income ETF*			0.35	%
JPMorgan Income ETF**			0.40	%
JPMorgan International Bond Opportunities ETF			0.50	%
JPMorgan High Yield Research Enhanced ETF			0.24	%
JPMorgan International Growth ETF*			0.55	%
JPMorgan Municipal ETF			0.18	%
JPMorgan Short Duration Core Plus ETF*			0.33	%

 

A-1

---

JPMorgan U.S. Aggregate Bond ETF			0.07	%
JPMorgan U.S. Dividend ETF			0.12	%
JPMorgan U.S. Minimum Volatility ETF			0.12	%
JPMorgan U.S. Momentum Factor ETF			0.12	%
JPMorgan U.S. Quality Factor ETF			0.12	%
JPMorgan U.S. Value Factor ETF			0.12	%
JPMorgan Ultra-Short Income ETF			0.18	%
JPMorgan Ultra-Short Municipal Income ETF			0.18	%
JPMorgan USD Emerging Markets Sovereign Bond ETF			0.39	%

 

*	Initial term continues until February 28, 2022

**	Initial term continues until February 28, 2023

(signatures on following page)

 

A-2

---

J.P. MORGAN EXCHANGE-TRADED FUND TRUST
By:
Name:
Title:
J.P. MORGAN INVESTMENT MANAGEMENT INC.
By:
Name:
Title:

 

A-3

SCHEDULE A

List of Funds Covered by the Distribution Agreement

(Amended as of July 29, 2021)

 

Name

JPMorgan Diversified Return International Equity ETF

JPMorgan Diversified Return Emerging Markets Equity ETF

JPMorgan Diversified Return U.S. Equity ETF

JPMorgan Diversified Return U.S. Mid Cap Equity ETF

JPMorgan High Yield Research Enhanced ETF

JPMorgan Diversified Return U.S. Small Cap Equity ETF

JPMorgan International Bond Opportunities ETF

JPMorgan Ultra-Short Income ETF

JPMorgan U.S. Dividend ETF

JPMorgan U.S. Minimum Volatility ETF

JPMorgan U.S. Momentum Factor ETF

JPMorgan U.S. Quality Factor ETF

JPMorgan U.S. Value Factor ETF

JPMorgan USD Emerging Markets Sovereign Bond ETF

JPMorgan BetaBuilders Canada ETF

JPMorgan BetaBuilders Developed Asia ex-Japan ETF

JPMorgan BetaBuilders Europe ETF

JPMorgan BetaBuilders Japan ETF

JPMorgan BetaBuilders MSCI US REIT ETF

JPMorgan Corporate Bond Research Enhanced ETF

JPMorgan Municipal ETF

JPMorgan Ultra-Short Municipal Income ETF

JPMorgan U.S. Aggregate Bond ETF

JPMorgan BetaBuilders 1-5 Year U.S. Aggregate Bond ETF

JPMorgan BetaBuilders U.S. Equity ETF

JPMorgan Core Plus Bond ETF

JPMorgan BetaBuilders International Equity ETF

JPMorgan BetaBuilders U.S. Mid Cap Equity ETF

JPMorgan Equity Premium Income ETF

JPMorgan International Growth ETF

JPMorgan Large Cap Growth ETF

JPMorgan BetaBuilders U.S Small Cap Equity ETF

JPMorgan Carbon Transition U.S. Equity ETF

JPMorgan Short Duration Core Plus ETF

JPMorgan ActiveBuilders Emerging Markets Equity ETF

JPMorgan ActiveBuilders International Equity ETF

JPMorgan ActiveBuilders U.S. Large Cap Equity ETF

JPMorgan Income ETF

JPMorgan Active Value ETF

JPMorgan Inflation Managed Bond ETF

---

Name

JPMorgan International Research Enhanced Equity ETF

JPMorgan Market Expansion Enhanced Equity ETF

JPMorgan Realty Income ETF

JPMorgan Climate Change Solutions ETF

(signatures on following page)

---

J.P. MORGAN EXCHANGE-TRADED FUND TRUST
By:		/s/ Timothy J. Clemens
Name: Timothy J. Clemens
Title:   Treasurer
JPMORGAN DISTRIBUTION SERVICES, INC.
By:		/s/ Brian S. Shlissel
Name: Brian S. Shlissel
Title:   Managing Director

AMENDMENT

This Amendment (“Amendment”) to the October 1, 2017 Amended and Restated Global Custody and Fund Accounting Agreement between JPMorgan Chase Bank, N.A. (“Bank”) and J.P. Morgan Exchange-Traded Fund Trust, severally and on behalf of each of the portfolios listed therein, as amended (the “Principal Agreement”), is entered into as of July 29, 2021 (the “Effective Date”).

WHEREAS the parties hereto (the “Parties”) entered into the Principal Agreement pursuant to which Bank was appointed to provide certain custody and fund accounting services; and the Parties now wish to amend the Principal Agreement, as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby agree as follows:

 

1.	Definitions. Terms defined in the Principal Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.

 

2.	Amendments. The Principal Agreement shall be amended as follows:

 

(A)

Schedule A of the Principal Agreement is hereby replaced in its entirety by Schedule A to this Amendment (as attached).

 

(B)

As modified and amended hereby, the Parties hereby ratify, approve and confirm the Principal Agreement in all respects, and save as varied by this Amendment, the Principal Agreement shall remain in full force and effect.

 

3.

Representations. Each Party represents to the other Parties that all representations contained in the Principal Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each Party, as the case may be, on the date of this Amendment.

 

4.

Entire Agreement. This Amendment and the Principal Agreement and any documents referred to in each of them, constitute the whole agreement between the Parties relating to their subject matter and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the Parties.

 

5.	Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each Party may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by each Party.

 

6.	Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

 

7.	Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature Page Follows]

---

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date set out above.

 

J.P. Morgan Exchange-Traded Fund Trust
By:		/s/ Shannon M. Gaines
Name:		Shannon M. Gaines
Title:		Assistant Treasurer
JPMorgan Chase Bank, N.A.
By:		/s/ Matthew Leisman
Name:		Matthew Leisman
Title:		Executive Director

---

SCHEDULE A

List of Entities Covered by the Amended and Restated Global Custody and Fund Accounting Agreement

(amended as of July 29, 2021)

 

Name

JPMorgan Diversified Return Global Equity ETF (to be removed after liquidation and account closure)

JPMorgan Diversified Return International Equity ETF

JPMorgan Diversified Return Emerging Markets Equity ETF

JPMorgan Diversified Return U.S. Equity ETF

JPMorgan Diversified Alternatives ETF (to be removed after liquidation and account closure)

JPMorgan Diversified Return Europe Equity ETF (to be removed after liquidation and account closure)

JPMorgan Diversified Return U.S. Mid Cap Equity ETF

JPMorgan Event Driven ETF (to be removed after liquidation and account closure)

JPMorgan High Yield Research Enhanced ETF

JPMorgan Diversified Return U.S. Small Cap Equity ETF

JPMorgan International Bond Opportunities ETF

JPMorgan Ultra-Short Income ETF

JPMorgan U.S. Dividend ETF

JPMorgan U.S. Minimum Volatility ETF

JPMorgan U.S. Momentum Factor ETF

JPMorgan U.S. Quality Factor ETF

JPMorgan U.S. Value Factor ETF

JPMorgan Long/Short ETF (to be removed after liquidation and account closure)

JPMorgan Managed Futures Strategy ETF (to be removed after liquidation and account closure)

JPMorgan USD Emerging Markets Sovereign Bond ETF

JPMorgan BetaBuilders Developed Asia ex-Japan ETF

JPMorgan BetaBuilders Canada ETF

JPMorgan BetaBuilders Europe ETF

JPMorgan BetaBuilders Japan ETF

JPMorgan BetaBuilders MSCI US REIT ETF

JPMorgan Corporate Bond Research Enhanced ETF

JPMorgan Municipal ETF

JPMorgan Ultra-Short Municipal ETF

JPMorgan U.S. Aggregate Bond ETF

JPMorgan BetaBuilders 1-5 Year U.S. Aggregate Bond ETF

JPMorgan BetaBuilders U.S. Equity ETF

JPMorgan Core Plus Bond ETF

JPMorgan BetaBuilders International Equity ETF

JPMorgan BetaBuilders U.S. Mid Cap Equity ETF

JPMorgan Equity Premium Income ETF

JPMorgan International Growth ETF

JPMorgan Large Cap Growth ETF

JPMorgan BetaBuilders U.S. Small Cap Equity ETF

JPMorgan Carbon Transition U.S. Equity ETF

JPMorgan Short Duration Core Plus ETF

JPMorgan ActiveBuilders Emerging Markets Equity ETF

JPMorgan ActiveBuilders International Equity ETF

JPMorgan ActiveBuilders U.S. Large Cap Equity ETF

---

Name

JPMorgan Income ETF

JPMorgan Active Value ETF

JPMorgan Inflation Managed Bond ETF

JPMorgan International Research Enhanced Equity ETF

JPMorgan Market Expansion Enhanced Equity ETF

JPMorgan Realty Income ETF

JPMorgan Climate Change Solutions ETF

AMENDMENT TO

THIRD PARTY SECURITIES LENDING RIDER

This Amendment (“Amendment”) to the Third Party Securities Lending Rider, dated June 18, 2018 as previously amended among J.P. Morgan Exchange-Traded Fund Trust on behalf of its series listed on Schedule A thereto severally and not jointly (each, a “Lender”), JPMorgan Chase Bank, N.A. (“J.P. Morgan”), and Citibank, N.A. (“Agent”), as amended (the “Rider”) is made and entered into as of July 29, 2021.

WITNESSETH:

WHEREAS, the parties entered into the Rider pursuant to which J.P. Morgan was appointed to provide certain Services described therein;

WHEREAS, the parties desire to amend Schedule A to the Rider as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

1. Definitions. Unless otherwise defined herein, defined terms used in this Amendment shall have the meaning ascribed to such terms in the Rider.

2. Amendments. The Rider shall be amended as follows:

(A) Schedule A to the Rider is hereby deleted in its entirety and replaced with Schedule A attached hereto.

(B) Save as modified by this Amendment, the Rider is confirmed and shall remain in full force and effect.

3. Representations. Each party represents to the other parties that all representations contained in the Rider are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

4. Entire Agreement. This Amendment and the Rider and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Rider then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the parties. Each reference to the Rider shall hereafter be construed as a reference to the Rider as previously amended and further amended by this Amendment. Except as provided in this Amendment, the provisions of the Rider remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

5. Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by all parties.

6. Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with the laws of the State of New York.

 

1

---

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

JPMorgan Chase Bank, N.A.						J.P. Morgan Exchange-Traded Fund Trust
						on behalf of its series listed on Schedule A hereto severally and not jointly
By:		/s/ Joseph Ruggerio				By:		/s/ Shannon M. Gaines
Name: Joseph Ruggerio						Name: Shannon M. Gaines
Title: Executive Director						Title: Assistant Treasurer
Citibank, N.A.
By:		/s/ Richard Kissinger
Name: Richard Kissinger
Title: Director

 

2

---

SCHEDULE A

List of Lenders & Accounts

 

Fund Name		Custody Account Number
JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN INTERNATIONAL EQUITY ETF		[REDACTED]
JPMORGAN HIGH YIELD RESEARCH ENHANCED ETF		[REDACTED]
JPMORGAN ULTRA-SHORT INCOME ETF		[REDACTED]
JPMORGAN USD EMERGING MARKETS SOVEREIGN BOND ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN U.S. EQUITY ETF		[REDACTED]
JPMORGAN U.S. DIVIDEND ETF		[REDACTED]
JPMORGAN U.S. MINIMUM VOLATILITY ETF		[REDACTED]
JPMORGAN U.S. MOMENTUM FACTOR ETF		[REDACTED]
JPMORGAN U.S. QUALITY FACTOR ETF		[REDACTED]
JPMORGAN U.S. VALUE FACTOR ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN U.S. MID CAP EQUITY ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN U.S. SMALL CAP EQUITY ETF		[REDACTED]
JPMORGAN BETABUILDERS EUROPE ETF		[REDACTED]
JPMORGAN BETABUILDERS DEVELOPED ASIA ex-JAPAN ETF		[REDACTED]
JPMORGAN BETABUILDERS JAPAN ETF		[REDACTED]
JPMORGAN BETABUILDERS CANADA ETF		[REDACTED]
JPMORGAN BETABUILDERS MSCI US REIT ETF		[REDACTED]
JPMORGAN ULTRA-SHORT MUNICIPAL ETF		[REDACTED]
JPMORGAN MUNICIPAL ETF		[REDACTED]
JPMORGAN CORPORATE BOND RESEARCH ENHANCED ETF		[REDACTED]
JPMORGAN U.S. AGGREGATE BOND ETF		[REDACTED]
JPMORGAN CORE PLUS BOND ETF		[REDACTED]
JPMORGAN BETABUILDERS U.S. EQUITY ETF		[REDACTED]
JPMORGAN BETABUILDERS 1-5 YEAR U.S. AGGREGATE BOND ETF		[REDACTED]
JPMORGAN BETABUILDERS INTERNATIONAL EQUITY ETF		[REDACTED]
JPMORGAN BETABUILDERS U.S. MID CAP EQUITY ETF		[REDACTED]
JPMORGAN EQUITY PREMIUM INCOME ETF		[REDACTED]
JPMORGAN INTERNATIONAL GROWTH ETF		[REDACTED]
JPMORGAN LARGE CAP GROWTH ETF		[REDACTED]
JPMORGAN BETABUILDERS U.S. SMALL CAP EQUITY ETF		[REDACTED]
JPMORGAN CARBON TRANSITION U.S. EQUITY ETF		[REDACTED]
JPMORGAN SHORT DURATION CORE PLUS ETF		[REDACTED]
JPMORGAN ACTIVEBUILDERS EMERGING MARKETS EQUITY ETF		[REDACTED]
JPMORGAN ACTIVEBUILDERS INTERNATIONAL EQUITY ETF		[REDACTED]
JPMORGAN ACTIVEBUILDERS U.S. LARGE CAP EQUITY ETF		[REDACTED]
JPMORGAN INCOME ETF		[REDACTED]
JPMORGAN ACTIVE VALUE ETF		[REDACTED]
JPMORGAN INFLATION MANAGED BOND ETF		[REDACTED]

 

3

---

Fund Name		Custody Account Number
JPMORGAN INTERNATIONAL RESEARCH ENHANCED EQUITY ETF		[REDACTED]
JPMORGAN MARKET EXPANSION ENHANCED EQUITY ETF		[REDACTED]
JPMORGAN REALTY INCOME ETF		[REDACTED]
JPMORGAN CLIMATE CHANGE SOLUTIONS ETF		[REDACTED]

 

4

AMENDMENT

This Amendment (“Amendment”) to the May 8, 2014 Agency Services Agreement between JPMorgan Chase Bank, N.A. (“J.P. Morgan”) and J.P. Morgan Exchange-Traded Fund Trust, severally and on behalf of each of the portfolios listed on Exhibit A, as amended (the “Principal Agreement”), is entered into as of July 29, 2021 (the “Effective Date”).

WHEREAS the parties hereto (the “Parties”) entered into the Principal Agreement pursuant to which J.P. Morgan was appointed to provide certain agency services; and the Parties now wish to amend the Principal Agreement, as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby agree as follows:

 

1.	Definitions. Terms defined in the Principal Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.

 

2.	Amendments. The Principal Agreement shall be amended as follows:

 

(A)

Exhibit A of the Principal Agreement is hereby replaced in its entirety by Exhibit A to this Amendment (as attached).

 

(B)

As modified and amended hereby, the Parties hereby ratify, approve and confirm the Principal Agreement in all respects, and save as varied by this Amendment, the Principal Agreement shall remain in full force and effect.

 

3.

Representations. Each Party represents to the other Parties that all representations contained in the Principal Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each Party, as the case may be, on the date of this Amendment.

 

4.

Entire Agreement. This Amendment and the Principal Agreement and any documents referred to in each of them, constitute the whole agreement between the Parties relating to their subject matter and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the Parties.

 

5.	Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each Party may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by each Party.

 

6.	Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

 

7.	Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature Page Follows]

---

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date set out above.

 

J.P. Morgan Exchange-Traded Fund Trust
By:		/s/ Shannon M. Gaines
Name:		Shannon M. Gaines
Title:		Assistant Treasurer
JPMorgan Chase Bank, N.A.
By:		/s/ Adam King
Name:		Adam King
Title:		Executive Director

---

EXHIBIT A

Agency Services Agreement

List of Funds

(Amended as of July 29, 2021)

 

Name

JPMorgan Diversified Return International Equity ETF

JPMorgan Diversified Return Emerging Markets Equity ETF

JPMorgan Diversified Return U.S. Equity ETF

JPMorgan Diversified Return U.S. Mid Cap Equity ETF

JPMorgan High Yield Research Enhanced ETF

JPMorgan Diversified Return U.S. Small Cap Equity ETF

JPMorgan International Bond Opportunities ETF

JPMorgan Ultra-Short Income ETF

JPMorgan U.S. Dividend ETF

JPMorgan U.S. Minimum Volatility ETF

JPMorgan U.S. Momentum Factor ETF

JPMorgan U.S. Quality Factor ETF

JPMorgan U.S. Value Factor ETF

JPMorgan USD Emerging Markets Sovereign Bond ETF

JPMorgan BetaBuilders Developed Asia ex-Japan ETF

JPMorgan BetaBuilders Canada ETF

JPMorgan BetaBuilders Europe ETF

JPMorgan BetaBuilders Japan ETF

JPMorgan BetaBuilders MSCI US REIT ETF

JPMorgan Corporate Bond Research Enhanced ETF

JPMorgan Municipal ETF

JPMorgan Ultra-Short Municipal ETF

JPMorgan U.S. Aggregate Bond ETF

JPMorgan BetaBuilders 1-5 Year U.S. Aggregate Bond ETF

JPMorgan BetaBuilders U.S. Equity ETF

JPMorgan Core Plus Bond ETF

JPMorgan BetaBuilders U.S. Mid Cap Equity ETF

JPMorgan Equity Premium Income ETF

JPMorgan International Growth ETF

JPMorgan Large Cap Growth ETF

JPMorgan BetaBuilders U.S. Small Cap Equity ETF

JPMorgan Carbon Transition U.S. Equity ETF

JPMorgan Short Duration Core Plus ETF

JPMorgan ActiveBuilders Emerging Markets Equity ETF

JPMorgan ActiveBuilders International Equity ETF

JPMorgan ActiveBuilders U.S. Large Cap Equity ETF

JPMorgan Income ETF

JPMorgan Active Value ETF

JPMorgan Inflation Managed Bond ETF

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Name

JPMorgan International Research Enhanced Equity ETF

JPMorgan Market Expansion Enhanced Equity ETF

JPMorgan Realty Income ETF

JPMorgan Climate Change Solutions ETF

AMENDMENT

TO THE AGENCY AGREEMENT

THIS AMENDMENT dated as of the 29^th day of July, 2021 (the “Amendment”) hereby amends the Global Securities Lending Agency Agreement as previously amended (the “Agency Agreement”), between J.P. Morgan Exchange-Traded Fund Trust, a Delaware Statutory Trust on behalf of each series portfolio listed on Exhibit A to the Agency Agreement severally and not jointly, (each series portfolio, a “Lender”) and Citibank, N.A. (“Agent”) (collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agency Agreement.

WHEREAS, Lender wishes to further amend the Agency Agreement to add additional borrowers; and,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

 

1.

Exhibit A

Exhibit A to the Agency Agreement is hereby deleted in its entirety and amended with the Exhibit A attached hereto to add JPMorgan Inflation Managed Bond ETF, JPMorgan International Research Enhanced Equity ETF, JPMorgan Market Expansion Enhanced Equity ETF, JPMorgan Realty Income ETF and JPMorgan Climate Change Solutions ETF as Lenders under the Agency Agreement.

 

2.	Miscellaneous

 

(a)

This Amendment supplements and further amends the Agency Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agency Agreement or any provisions of the Agency Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

 

(b)

Each reference to the Agency Agreement in that document and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agency Agreement as previously amended and further amended by this Amendment. Except as provided in this Amendment, the provisions of the Agency Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

 

(c)

Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

 

(d)

This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

 

1

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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

 

Citibank, N.A., as Agent						J.P. Morgan Exchange-Traded Fund Trust, a Delaware Statutory Trust on behalf of each series portfolio listed on Exhibit A to the Agency Agreement severally and not jointly, as Lender
By:		/s/ Richard Kissinger				By:		/s/ Shannon M. Gaines
Name:		Richard Kissinger				Name:		Shannon M. Gaines
Title:		Director				Title:		Assistant Treasurer

 

2

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Exhibit A

to the Global Securities Lending Agency Agreement,

Between CITIBANK, N.A., As the Agent

and the Lender

LIST OF DESIGNATED ACCOUNTS

 

Fund Name		Custody Account Number
JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN INTERNATIONAL EQUITY ETF		[REDACTED]
JPMORGAN HIGH YIELD RESEARCH ENHANCED ETF		[REDACTED]
JPMORGAN ULTRA-SHORT INCOME ETF		[REDACTED]
JPMORGAN USD EMERGING MARKETS SOVEREIGN BOND ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN U.S. EQUITY ETF		[REDACTED]
JPMORGAN U.S. DIVIDEND ETF		[REDACTED]
JPMORGAN U.S. MINIMUM VOLATILITY ETF		[REDACTED]
JPMORGAN U.S. MOMENTUM FACTOR ETF		[REDACTED]
JPMORGAN U.S. QUALITY FACTOR ETF		[REDACTED]
JPMORGAN U.S. VALUE FACTOR ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN U.S. MID CAP EQUITY ETF		[REDACTED]
JPMORGAN DIVERSIFIED RETURN U.S. SMALL CAP EQUITY ETF		[REDACTED]
JPMORGAN BETABUILDERS EUROPE ETF		[REDACTED]
JPMORGAN BETABUILDERS DEVELOPED ASIA ex-JAPAN ETF		[REDACTED]
JPMORGAN BETABUILDERS JAPAN ETF		[REDACTED]
JPMORGAN BETABUILDERS CANADA ETF		[REDACTED]
JPMORGAN BETABUILDERS MSCI US REIT ETF		[REDACTED]
JPMORGAN ULTRA-SHORT MUNICIPAL ETF		[REDACTED]
JPMORGAN MUNICIPAL ETF		[REDACTED]
JPMORGAN CORPORATE BOND RESEARCH ENHANCED ETF		[REDACTED]
JPMORGAN U.S. AGGREGATE BOND ETF		[REDACTED]
JPMORGAN CORE PLUS BOND ETF		[REDACTED]
JPMORGAN BETABUILDERS U.S. EQUITY ETF		[REDACTED]
JPMORGAN BETABUILDERS 1-5 YEAR U.S. AGGREGATE BOND ETF		[REDACTED]
JPMORGAN BETABUILDERS INTERNATIONAL EQUITY ETF		[REDACTED]
JPMORGAN BETABUILDERS U.S. MID CAP EQUITY ETF		[REDACTED]
JPMORGAN EQUITY PREMIUM INCOME ETF		[REDACTED]
JPMORGAN INTERNATIONAL GROWTH ETF		[REDACTED]
JPMORGAN LARGE CAP GROWTH ETF		[REDACTED]
JPMORGAN BETABUILDERS U.S. SMALL CAP EQUITY ETF		[REDACTED]
JPMORGAN CARBON TRANSITION U.S. EQUITY ETF		[REDACTED]
JPMORGAN SHORT DURATION CORE PLUS ETF		[REDACTED]
JPMORGAN ACTIVEBUILDERS EMERGING MARKETS EQUITY ETF		[REDACTED]
JPMORGAN ACTIVEBUILDERS INTERNATIONAL EQUITY ETF		[REDACTED]
JPMORGAN ACTIVEBUILDERS U.S. LARGE CAP EQUITY ETF		[REDACTED]

 

3

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Fund Name		Custody Account Number
JPMORGAN INCOME ETF		[REDACTED]
JPMORGAN ACTIVE VALUE ETF		[REDACTED]
JPMORGAN INFLATION MANAGED BOND ETF		[REDACTED]
JPMORGAN INTERNATIONAL RESEARCH ENHANCED EQUITY ETF		[REDACTED]
JPMORGAN MARKET EXPANSION ENHANCED EQUITY ETF		[REDACTED]
JPMORGAN REALTY INCOME ETF		[REDACTED]
JPMORGAN CLIMATE CHANGE SOLUTIONS ETF		[REDACTED]

 

4

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Each Lender agrees to give irrevocable instructions to its custodian (JPMorgan Chase Bank, N.A.) substantially in the form of those set out in Annex 1 to this Exhibit A or as may be otherwise agreed with Agent.

 

CITIBANK, N.A., Agent						J.P. MORGAN EXCHANGE-TRADED FUND TRUST on behalf of each of its series listed on Exhibit A severally and not jointly, Lender
By:		/s/ Richard Kissinger				By:		/s/ Shannon M. Gaines
		Name: Richard Kissinger						Name: Shannon M. Gaines
		Title: Director						Title: Assistant Treasurer

 

5

				Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com

October 1, 2021

J.P. Morgan Exchange-Traded Fund Trust

270 Park Avenue

New York, New York 10017

 

Re:	J.P. Morgan Exchange-Traded Fund Trust

File Nos. 333-191837 and 811-22903

Dear Ladies and Gentlemen:

We have acted as counsel for J.P. Morgan Exchange-Traded Fund Trust, a Delaware statutory trust (the “Trust”), and its separate series, JPMorgan Active Value ETF (the “Fund”), in connection with Post-Effective Amendment No. 333 to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and Amendment No. 335 pursuant to the Investment Company Act of 1940, as amended.

We have examined and relied upon originals, copies or electronic mail transmissions of, among other things, the following: the Registration Statement; the Certificate of Trust of the Trust as filed with the Secretary of State of the State of Delaware; the Declaration of Trust of the Trust dated as of February 19, 2014, as amended to date; the By-Laws of the Trust dated as of February 19, 2014, as amended to date; certain resolutions adopted by the Board of Trustees of the Trust; and the Written Consent of the Initial Trustee of the Trust dated October 21, 2013. We have also examined such documents and questions of law as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.

In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust’s Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above.

Based upon the foregoing, we are of the opinion that the Fund’s shares registered under the Securities Act, when issued and sold in accordance with the terms of purchase described in the Registration Statement, will be validly issued, fully paid and non-assessable.

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The opinions expressed herein are given as of the date hereof and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations thereunder.

We are members of the Bar of the State of New York and do not hold ourselves out as being conversant with the laws of any jurisdiction other than those of the United States of America and the State of New York. We note that we are not licensed to practice law in the State of Delaware, and to the extent that any opinion herein involves the laws of the State of Delaware, such opinion should be understood to be based solely upon our review of the documents referred to above and the published statutes of the State of Delaware.

 

Very truly yours,

/s/ Dechert LLP

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