Definitive Materials Filed by Investment Companies. (497)

Name	Symbol	Market	Type
Jpmorgan US Value Factor ETF	AMEX:JVAL	AMEX	Exchange Traded Fund

	Price Change	% Change	Price	High Price	Low Price	Open Price	Traded	Last Trade
	0.06	0.13%	45.10	45.2099	45.00	45.04	25,524	21:00:05

STATEMENT OF ADDITIONAL INFORMATION

PART I

May 18, 2020

J.P. MORGAN EXCHANGE-TRADED FUND TRUST (the “Trust”)


Fund Name	Ticker	Listing Exchange

JPMorgan Equity Premium Income ETF (the “Equity Premium Income ETF” or the “Fund”)	JEPI	NYSE Arca

This Statement of Additional Information (“SAI”) is not a prospectus, but contains additional information which should be read in conjunction with the prospectus for the Fund, dated May 18, 2020, as supplemented from time to time (the “Prospectus”). The Prospectus is available without charge upon request by contacting JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Fund’s distributor, at 1111 Polaris Parkway, Columbus, OH 43240.

This SAI is divided into two Parts — Part I and Part II. Part I of this SAI contains information that is particular to the Fund. Part II of this SAI contains additional information that more generally applies to the Trust’s funds.

For more information about the Fund, simply write or call:

J.P. Morgan Exchange-Traded Funds

277 Park Ave

New York, NY 10172

1-844-457-6383 (844-4JPM ETF)

SAI-EPIETF-520

PART I

TABLE OF CONTENTS



GENERAL			1

The Trust and the Fund			1

Miscellaneous			1

INVESTMENT POLICIES			1

INVESTMENT PRACTICES			3

DIVERSIFICATION			5

PORTFOLIO TURNOVER			5

TRUSTEES			5

Standing Committees			5

Ownership of Securities			6

Trustee Compensation			6

INVESTMENT ADVISER AND ADMINISTRATOR			6

Management Fees			6

PORTFOLIO MANAGERS			7

Portfolio Managers’ Other Accounts Managed			7

Portfolio Managers’ Ownership of Securities			7

Portfolio Managers’ Compensation			7

SECURITIES LENDING ACTIVITIES			7

BROKERAGE			7

Brokerage Commissions			7

Broker Research			7

Securities of Regular Broker-Dealers			8

PURCHASE AND REDEMPTION OF CREATION UNITS			8

PURCHASE BY OTHER INVESTMENT COMPANIES			8

FINANCIAL INTERMEDIARIES			8

Compensation Payments			8

TAX MATTERS			8

Capital Loss Carryforwards			8

SHARE OWNERSHIP			8

Trustees and Officers			8

Principal Holders			8

FINANCIAL STATEMENTS			9

PLEASE SEE PART II OF THIS SAI FOR ITS TABLE OF CONTENTS

GENERAL

The Trust and the Fund

The Fund is a series of J.P. Morgan Exchange-Traded Fund Trust (the “Trust”), an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on February 25, 2010 and governed by a Declaration of Trust as amended and restated on February 19, 2014.

The Fund will offer and issue shares at net asset value (“NAV”) only in aggregations of a specified number of shares (each a “Creation Unit” or a “Creation Unit Aggregation”). The shares of the Fund are collectively referred to as the “Shares” in this SAI. The Fund’s Shares will be listed and traded on the NYSE Arca, Inc. (the “Exchange”). Fund Shares will trade on the Exchange at market prices that may be below, at or above NAV. Shares are redeemable only in Creation Unit Aggregations and generally in exchange for portfolio securities held by the Fund and/or a specified cash payment.

In the event of the liquidation of the Fund, the Trust may lower the number of Shares in a Creation Unit. The Trust reserves the right to permit or require a full or partial “cash” option for creations and/or redemptions of Fund Shares. Fund Shares may be issued in advance of receipt of a basket of securities and other investments (“Deposit Instruments”) subject to various conditions. See the “Creation and Redemption of Creation Units” section in Appendix A. In each instance of such cash creations or redemptions, transaction fees may be imposed that will be higher than the transaction fees associated with in-kind creations or redemptions. In all cases, such fees will be limited in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities.

Miscellaneous

This SAI describes the financial history, investment strategies and policies, management and operation of the Fund in order to enable investors to determine whether the Fund best suits their needs.

This SAI provides additional information with respect to the Fund and should be read in conjunction with the Fund’s current Prospectus. Capitalized terms not otherwise defined herein have the meanings accorded to them in the Prospectus. The Fund’s executive offices are located at 277 Park Avenue, New York, NY 10172.

The Trust’s Board of Trustees is referred to herein as the “Board of Trustees” or “Board,” and each trustee is referred to as a “Trustee.” J.P. Morgan Investment Management Inc. (“JPMIM” or the “Adviser”) is the investment adviser to the Fund. Investments in the Fund are not deposits or obligations of, nor guaranteed or endorsed by, JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), an affiliate of the Adviser, or any other bank. Shares of the Fund are not federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. An investment in the Fund is subject to risks that may cause the value of the investment to fluctuate, and when the investment is redeemed, the value may be higher or lower than the amount originally invested by the investor.

The Fund is not subject to registration or regulation as a “commodity pool operator” as defined in the Commodity Exchange Act because the Fund has claimed an exclusion from that definition.

INVESTMENT POLICIES

The following investment policies have been adopted by the Trust with respect to the Fund. The investment policies listed below under the heading “Fundamental Investment Policies” are “fundamental” policies which, under the Investment Company Act of 1940, as amended (the “1940 Act”), may not be changed without the vote of a majority of the outstanding voting securities of the Fund, as such term is defined in the “Additional Information” section in Part II of this SAI. All other investment policies of the Fund (including its investment objective) are non-fundamental, unless otherwise designated in the Prospectus or herein, and may be changed by the Trustees of the Fund without shareholder approval.

Except for each of the restrictions on borrowings set forth in the fundamental investment policies below, the percentage limitations contained in the policies below apply at the time of purchase of the securities. If a percentage or rating restriction on investment or use of assets set forth in a fundamental investment policy or a non-fundamental investment policy or in the Prospectus is adhered to at the time of investment, later changes in percentage resulting from any cause other than actions by the Fund will not be considered a violation. If the value of the Fund’s holdings of illiquid securities at any time exceeds the percentage limitation applicable at the time of acquisition due to subsequent fluctuations in value or other reasons, the Fund’s Adviser, or persons designated by

Part I - 1

the Board to make such determination, will consider what actions, if any, are appropriate to maintain adequate liquidity. With respect to the fundamental investment policy on borrowing, the 1940 Act generally limits the Fund’s ability to borrow money on a non-temporary basis if such borrowings constitute “senior securities.” As noted in “Investment Strategies and Policies — Miscellaneous Investment Strategies and Risks — Borrowings” in SAI Part II, in addition to temporary borrowing, the Fund may borrow from any bank, provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by the Fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three days (not including Sundays or holidays) thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%. The Fund may also borrow money or engage in economically similar transactions if those transactions do not constitute “senior securities” under the 1940 Act as interpreted based upon no-action letters and other pronouncements of the staff of the SEC. Under no-action letters and other pronouncements of the staff of the SEC, certain Fund positions (e.g., reverse repurchase agreements) are excluded from the definition of “senior security” so long as the Fund follows applicable law, including, but not limited to, maintaining adequate cover and segregation of assets. Similarly, a short sale will not be considered a senior security if the Fund takes certain steps contemplated by SEC staff pronouncements, such as ensuring the short sale transaction is adequately covered.

For purposes of the Fund’s fundamental investment policy regarding industry concentration, “to concentrate” generally means to invest more than 25% of the Fund’s total assets, taken at market value at the time of investment. This fundamental investment policy regarding concentration does not apply to securities issued by other investment companies, securities issued or guaranteed by the U.S. government, any state or territory of the U.S., its agencies, instrumentalities, or political subdivisions, or repurchase agreements secured thereby, and futures and options transactions issued or guaranteed by any of the foregoing. For purposes of the fundamental investment policy involving industry concentration, “group of industries” means a group of related industries, as determined in good faith by the Adviser, based on published classifications or other sources. For purposes of the fundamental investment policy regarding industry concentration, the Adviser may classify issuers by industry in accordance with classifications set forth in the Directory of Companies Filing Annual Reports with the SEC or other sources. In the absence of such classification or if the Adviser determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriate to be considered engaged in a different industry, the Adviser may classify an issuer accordingly. Accordingly, the composition of an industry or group of industries may change from time to time.

In addition, the Fund has an 80% investment policy which is described in the Fund’s Prospectus. In calculating “Assets” for the purposes of the Fund’s 80% investment policy, Assets are net assets plus the amount of any borrowings for investment purposes. This policy may be changed by the Board of Trustees without shareholder approval. However, the Fund will provide shareholders with written notice at least 60 days prior to a change in its 80% investment policy.

Finally, the Fund is subject to the fundamental and non-fundamental investment policies and investment restrictions applicable to the Fund that are described herein and by any restrictions imposed by applicable law.

Fundamental Investment Policies.

The Fund:

(1)

May not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry or group of industries, except as permitted by the 1940 Act or any applicable law, rule, order or interpretation;

(2)

May issue senior securities, to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;

(3)

May borrow money to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;

(4)

May not underwrite the securities of other issuers, except to the extent that the Fund, may be deemed an underwriter under certain securities laws in disposing of portfolio securities or in connection with investments in other investment companies;

(5)

May purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;

Part I - 2

(6)

May not purchase or sell commodities or commodity contracts except as may be permitted by the 1940 Act or unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments including derivatives related to physical commodities;

(7)

May make loans to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation; and

(8)

May not make any investment inconsistent with its classification as a diversified investment company as that term is defined in the 1940 Act or as interpreted, modified or applied by the SEC or its staff.

INVESTMENT PRACTICES

The Fund invests in a variety of securities and employs a number of investment techniques. What follows is a list of some of the securities and techniques which may be utilized by the Fund. For a more complete discussion, see the “Investment Strategies and Policies” section in Part II of this SAI.



Instrument		Part II Section Reference
Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds.		Bank Obligations
Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes.		Miscellaneous Investment Strategies and Risks
Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell, a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy, a security at a specified price at a future date.		Options and Futures Transactions
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months.		Commercial Paper
Common Stock Warrants and Rights: Securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price.		Equity Securities, Warrants and Rights
Common Stock: Shares of ownership of a company.		Equity Securities, Warrants and Rights
Convertible Securities: Bonds or preferred stock that can convert to common stock.		Convertible Securities
Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers.		Debt Instruments
Exchange-Traded Funds(“ETFs”): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad-based, sector or international index. ETFs include a wide range of investments.		Investment Company Securities and Exchange-Traded Funds

Part I - 3



Instrument		Part II Section Reference
Initial Public Offering (“IPOs”): A transaction in which a previously private company makes its first sale of stock to the public.		Equity Securities, Warrants and Rights
Investment Company Securities: Shares of other investment companies, including money market funds for which the Adviser and/or its affiliates serve as investment adviser or administrator. The Adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract.		Investment Company Securities and Exchange-Traded Funds
Master Limited Partnerships (“MLPs”): Limited partnerships that are publicly traded on a securities exchange.		Master Limited Partnerships
New Financial Products: New options and futures contracts and other financial products continue to be developed and the Fund may invest in such options, contracts and products.		Miscellaneous Investment Strategies and Risks
Options and Futures Transactions: The Fund may purchase and sell (a) exchange traded and over-the-counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities and (b) futures contracts on securities and indexes of securities.		Options and Futures Transactions
Preferred Stock: A class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.		Equity Securities, Warrants and Rights
Real Estate Investment Trusts (“REITs”): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest.		Real Estate Investment Trusts
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan.		Repurchase Agreements
Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by the Fund.		Reverse Repurchase Agreements
Securities Issued in Connection with Reorganizations and Corporate Restructurings: In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities.		Miscellaneous Investment Strategies and Risks
Securities Lending: The lending of up to 33 1/3% of the Fund’s total assets. In return the Fund will receive cash as collateral.		Securities Lending
Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions.		Foreign Investments (including Foreign Currencies)
Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. The Fund may enter into these transactions to manage its exposure to changing interest rates and other factors.		Swaps and Related Swap Products
Temporary Defensive Positions: To respond to unusual circumstances the Fund may invest a portion of its total assets in cash and cash equivalents for temporary defensive purposes.		Miscellaneous Investment Strategies and Risks
Treasury Receipts: The Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs), and Certificates of Accrual on Treasury Securities (CATS).		Treasury Receipts

Part I - 4



Instrument		Part II Section Reference
Trust Preferred: Securities with characteristics of both subordinated debt and preferred stock. Trust preferreds are generally long term securities that make periodic fixed or variable interest payments.		Trust Preferred
U.S. Government Agency Securities: Securities issued or guaranteed by agencies and instrumentalities of the U.S. government. These include all types of securities issued by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), including funding notes, subordinated benchmark notes, CMOs and REMICs.		U.S. Government Obligations
U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book Entry Safekeeping (“CUBES”).		U.S. Government Obligations
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to the Fund on demand or at the expiration of a specified term.		Debt Instruments
When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date.		When-Issued Securities, Delayed Delivery Securities and Forward Commitments
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities.		Debt Instruments

DIVERSIFICATION

The Trust is a registered management investment company. The Fund is a diversified series of the Trust. The Fund intends to meet the diversification requirements of the 1940 Act. For a more complete discussion, see the “Diversification” section in Part II of this SAI.

PORTFOLIO TURNOVER

A portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of the Fund’s purchases or sales of securities (excluding short-term securities) by the average market value of the Fund. The Adviser intends to manage the Fund’s assets by buying and selling securities to help attain its investment objective. A rate of 100% indicates that the equivalent of all of the Fund’s assets have been sold and reinvested in a year. Higher portfolio turnover may affect the amount, timing and character of distributions, and, as a result, may increase the amount of taxes payable by shareholders. High portfolio turnover also results in higher transaction costs. To the extent that net short-term capital gains are realized by the Fund, any distributions resulting from such gains are considered ordinary income for federal income tax purposes. For a more complete discussion, see the “Distributions and Tax Matters” section in Part II of this SAI. The Fund has not commenced operations as of the date of this SAI. Therefore, there is no portfolio turnover rate for the Fund to report at this time.

TRUSTEES

Standing Committees

There are two standing committees of the Board of Trustees: the Audit and Valuation Committee and the Governance and Nominating Committee. During the fiscal year ended June 30, 2019, the Audit and Valuation

Part I - 5

Committee met 4 times and the Governance and Nominating Committee met 2 times. For a more complete discussion, see the “Trustees” section in Part II of this SAI.

Ownership of Securities

The following table shows the dollar range of each Trustee’s beneficial ownership of equity securities in the Fund and each Trustee’s aggregate dollar range of ownership in the funds that the Trustee oversees in the Family of Investment Companies as of December 31, 2019:


Name of Trustee	Dollar Range of Equity Securities in Equity Premium Income ETF		Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by the Trustee in Family of Investment Companies¹
Independent Trustees
Gary L. French		None		$50,001–$100,000
Robert J. Grassi		None		Over $100,000
Thomas P. Lemke		None		Over $100,000
Lawrence R. Maffia		None		Over $100,000
Emily A. Youssouf		None		$10,001–$50,000

Interested Trustee
Robert Deutsch		None		Over $100,000

A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes, 39 Funds and one Trust.

Trustee Compensation

Trustee aggregate compensation paid by the Trust for the calendar year ended December 31, 2019, is set forth below:


Name of Trustee	Total Compensation Paid by the Fund Complex¹
Independent Trustees
Gary L. French		$127,500
Robert J. Grassi		120,000
Thomas P. Lemke		128,000
Lawrence R. Maffia		120,000
Emily A. Youssouf		126,000

Interested Trustee
Robert Deutsch²		None

A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) 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 currently serves includes, 39 Funds and one Trust.

2	Mr. Deutsch received no compensation directly from the Trust.

For a more complete discussion, see “Trustee Compensation” in Part II of this SAI for more information.

INVESTMENT ADVISER AND ADMINISTRATOR

Management Fees

Since the Fund has not commenced operations as of the date of this SAI, the Fund has not paid any management fees. For more information about the Adviser and the Administrator, see the “Investment Adviser” and “Administrator” sections in Part II of this SAI.

Part I - 6

PORTFOLIO MANAGERS

Portfolio Managers’ Other Accounts Managed*

The following table shows information regarding all of the other accounts for which advisory fees are not based on the performance of the accounts that are managed by the Fund’s portfolio managers as of March 31, 2020:


	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
	Number of Accounts		Total Assets ($thousands)		Number of Accounts		Total Assets ($thousands)		Number of Accounts		Total Assets ($thousands)
Equity Premium Income ETF
Hamilton Reiner		4	$	7,139,732		0	$	0		1	$	109,999
Raffaele Zingone		17		17,468,705		9		2,820,575		11		6,746,005

The following table shows information regarding the other accounts managed by the Fund’s portfolio managers that have advisory fees wholly or partly based on performance as of March 31, 2020:


	Performance Based Fee Advisory Accounts
	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
	Number of Accounts		Total Assets ($thousands)		Number of Accounts		Total Assets ($thousands)		Number of Accounts		Total Assets ($thousands)
Equity Premium Income ETF
Hamilton Reiner		0	$	0		0	$	0		0	$	0
Raffaele Zingone		0		0		1		91,212		1		347,437

*	The total value and number of accounts managed by a portfolio manager may include sub-accounts of asset allocation, multi-managed and other accounts.

Portfolio Managers’ Ownership of Securities

Since the Fund has not commenced operations as of the date of this SAI, the portfolio managers do not own any Shares of the Fund.

Portfolio Managers’ Compensation

In evaluating each portfolio manager’s performance with respect to the Fund, the Adviser uses the following index as benchmarks to evaluate the performance of the portfolio manager with respect to the Fund:


Name of Fund		Benchmark
Equity Premium Income ETF		S&P 500 Index

Please see “Portfolio Manager Compensation” section in Part II of this SAI for a description of the structure and method of determining the compensation of the portfolio managers identified above.

SECURITIES LENDING ACTIVITIES

Since the Fund has not commenced operations as of the date of this SAI, the Fund has not engaged in securities lending. For more information, see the “Securities Lending Agent” section in Part II of this SAI.

BROKERAGE

Brokerage Commissions

Since the Fund has not commenced operations as of the date of this SAI, the Fund has not paid any brokerage commissions.

Broker Research

Since the Fund has not commenced operations as of the date of this SAI, there has been no allocation of brokerage commissions to brokers who provided broker research including third party broker research for the Fund.

Part I - 7

Securities of Regular Broker-Dealers

Since the Fund has not commenced operations as of the date of this SAI, the Fund did not own securities of its regular broker-dealers (or parents thereof).

For a more complete discussion, see the “Portfolio Transactions” section in Part II of this SAI.

PURCHASE AND REDEMPTION OF CREATION UNITS

The Trust will issue and sell its Shares only in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined after receipt of an order in proper form as described in Appendix A to Part II of this SAI.


Fund	Creation*		Redemption*
Equity Premium Income ETF		25,000		25,000

*	May be revised at any time without notice.

CREATION AND REDEMPTION TRANSACTION FEES. A transaction fee, as set forth in the table below, is imposed for the transfer and other transaction costs associated with the purchase or redemption of Creation Units, as applicable. Investors who are authorized to deal in Creation Units (“Authorized Participants”) will be required to pay a fixed creation transaction fee and/or a fixed redemption transaction fee, as applicable, on a given day regardless of the number of Creation Units created or redeemed on that day. The Fund may adjust the transaction fee from time to time. An additional charge or a variable charge (discussed below) will be applied to certain creation and redemption transactions, including non-standard orders and whole or partial cash purchases or redemptions. With respect to creation orders, Authorized Participants are responsible for the costs of transferring the securities constituting the Deposit Instruments to the account of the Trust and with respect to redemption orders, Authorized Participants are responsible for the costs of transferring the securities received on redemption from the Trust to their account or on their order. Investors who use the services of a broker or other such intermediary may also be charged a fee for such services.


Fund	Transaction Fee, *
Equity Premium Income ETF	$	500

*	From time to time, the Fund may waive all or a portion of its applicable transaction fee(s).

In addition to the transaction fees listed above, the Fund may charge an additional variable fee for creations and redemptions in cash of up to 3% of the amount of a creation transaction and of up to 2% of the amount of a redemption transaction to offset brokerage and other impact expenses associated with the cash transaction.

PURCHASE BY OTHER INVESTMENT COMPANIES

For purposes of the 1940 Act, the Fund is treated as a registered investment company. Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies, including Shares of the Fund.

FINANCIAL INTERMEDIARIES

Compensation Payments

Since the Fund has not commenced operations as of the date of this SAI, neither JPMIM nor any other affiliate of JPMorgan Chase & Co. (“JPMorgan Chase”) has made any compensation payments to intermediaries with respect to the Fund. For a more complete discussion, see the “Compensation to Intermediaries” section in Part II of this SAI.

TAX MATTERS

Capital Loss Carryforwards

Since the Fund has not commenced operations as of the date of this SAI, the Fund has not had any capital loss carryforwards. For more information on tax matters, see the “Distributions and Tax Matters” section in Part II of this SAI.

Part I - 8

SHARE OWNERSHIP

Trustees and Officers

Since the Fund has not commenced operations as of the date of this SAI, the officers and Trustees do not own any Shares of the Fund.

Principal Holders

No Shares of the Fund have been issued as of the date of this SAI.

FINANCIAL STATEMENTS

Since the Fund has not commenced operations as of the date of this SAI, there are no financial statements for the Fund. When they become available, financial statements will be available without charge upon request by calling 1-844-457-6383 (844-4JPM ETF).

Part I - 9

J.P. Morgan Exchange-Traded Fund Trust

STATEMENT OF ADDITIONAL INFORMATION

PART II

Part II of this SAI describes policies and practices that apply to each of the J.P. Morgan Exchange-Traded Fund Trust’s funds (“ETF Funds”), for which Part I precedes this Part II. Part II is not a standalone document and must be read in conjunction with Part I. References in this Part II to a “Fund” mean each of the ETF Funds, unless noted otherwise. Capitalized terms used and not otherwise defined in this Part II have the meanings given to them in Part I of this SAI.

As of May 21, 2020

Part II

Table of Contents

INVESTMENT STRATEGIES AND POLICIES	1
Asset-Backed Securities	1
Auction Rate Securities	2
Bank Obligations	3
Commercial Paper	3
Convertible Securities	4
Custodial Receipts	5
Debt Instruments	5
Impact of Market Conditions on the Risks associated with Debt Securities	8
Demand Features	9
Equity Securities, Warrants and Rights	9
Foreign Investments (including Foreign Currencies)	10
Inverse Floaters and Interest Rate Caps	18
Investment Company Securities and Exchange-Traded Funds	18
Loans	20
Miscellaneous Investment Strategies and Risks	23
Mortgage-Related Securities	28
Municipal Securities	37
Options and Futures Transactions	40
Real Estate Investment Trusts (“REITs”)	45
Recent Events Relating to the Overall Economy	46
Repurchase Agreements	46
Reverse Repurchase Agreements	47
Securities Lending	47
Short Selling	48
Short-Term Funding Agreements	49
Structured Investments	49
Swaps and Related Swap Products	50
Synthetic Variable Rate Instruments	52
Treasury Receipts	53
Trust Preferred Securities	53
U.S. Government Obligations	53
When-Issued Securities, Delayed Delivery Securities and Forward Commitments	54
ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES	55
Investments in the Asia Pacific Region	55
Investments in the European Market	55
Investments in the Commonwealth of Puerto Rico	55
Investments in the China Region	56
Investments in India	62
Investments in Japan	64
Investments in the Middle East and Africa	64
Investments in Latin America	65
Investments in Russia	66
RISK MANAGEMENT	68
LIQUIDITY RISK MANAGEMENT PROGRAM	68
RISK RELATED TO MANAGEMENT OF CERTAIN SIMILAR FUNDS	68
DIVERSIFICATION	69
DISTRIBUTIONS AND TAX MATTERS	69
Qualification as a Regulated Investment Company	69
Excise Tax on Regulated Investment Companies	71

Part II - i

Fund Distributions	71
Sale or Redemption of Shares	73
Fund Investments	73
Investment in Other Funds	77
Backup Withholding	78
Foreign Shareholders	78
Foreign Taxes	79
Exempt-Interest Dividends	80
Creation Units	80
State and Local Tax Matters	81
Tax Shelter Reporting Regulations	81
General Considerations	81
TRUSTEES	81
Qualifications of Trustees	83
Board Leadership Structure and Oversight	85
Standing Committees	85
Trustee Compensation	87
OFFICERS	87
INVESTMENT ADVISER	89
J.P. Morgan Investment Management Inc. (“JPMIM” or the “Adviser”)	89
JPMIM Management Agreements	89
JPMIM Investment Advisory Agreements	90
POTENTIAL CONFLICTS OF INTEREST	90
PORTFOLIO MANAGER COMPENSATION	95
CODES OF ETHICS	95
PORTFOLIO TRANSACTIONS	96
Investment Decisions and Portfolio Transactions	96
Brokerage and Research Services	96
Portfolio Trading by Authorized Participants	99
ADMINISTRATOR	100
DISTRIBUTOR	100
CUSTODIAN	100
CUSTODY AND FUND ACCOUNTING FEES AND EXPENSES	101
TRANSFER AGENT	102
SECURITIES LENDING AGENT	102
EXPENSES	103
COMPENSATION TO INTERMEDIARIES	103
TRUST COUNSEL	104
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	104
DIVIDENDS AND DISTRIBUTIONS	104
NET ASSET VALUE	104
DELAWARE TRUST	106
DESCRIPTION OF SHARES	106
PORTFOLIO HOLDINGS DISCLOSURE	107
PROXY VOTING PROCEDURES AND GUIDELINES	108
ADDITIONAL INFORMATION	111
APPENDIX B — PROXY VOTING GUIDELINES	B-1
APPENDIX C — DESCRIPTION OF RATINGS	C-1

1.	bridges;
2.	highways;
3.	roads;
4.	schools;
5.	waterworks and sewer systems; and
6.	other utilities.

1.	refunding outstanding obligations;
2.	obtaining funds for general operating expenses; and
3.	obtaining funds to lend to other public institutions and facilities.

1.	water, sewage and solid waste facilities;
2.	qualified residential rental projects;
3.	certain local electric, gas and other heating or cooling facilities;
4.	qualified hazardous waste facilities;
5.	high-speed intercity rail facilities;
6.	governmentally-owned airports, docks and wharves and mass transportation facilities;
7.	qualified mortgages;
8.	student loan and redevelopment bonds; and
9.	bonds used for certain organizations exempt from Federal income taxation.

1.	privately operated housing facilities;
2.	sports facilities;
3.	industrial parks;
4.	convention or trade show facilities;
5.	airport, mass transit, port or parking facilities;

6.	air or water pollution control facilities;
7.	sewage or solid waste disposal facilities; and
8.	facilities for water supply.

1.	Short-term tax-exempt General Obligations Notes;
2.	Tax Anticipation Notes;
3.	Bond Anticipation Notes;
4.	Revenue Anticipation Notes;
5.	Project Notes; and
6.	Other forms of short-term tax-exempt loans.

1.	general money market conditions;
2.	coupon rate;
3.	the financial condition of the issuer;
4.	general conditions of the municipal bond market;
5.	the size of a particular offering;
6.	the maturity of the obligations; and
7.	the rating of the issue.

•	the interest on the bonds may become taxable, possibly retroactively from the date of issuance;
•	the value of the bonds may be reduced;
•	you and other Shareholders may be subject to unanticipated tax liabilities;
•	a Fund may be required to sell the bonds at the reduced value;
•	it may be an event of default under the applicable mortgage;
•	the holder may be permitted to accelerate payment of the bond; and
•	the issuer may be required to redeem the bond.

•	limited financial resources;
•	infrequent or limited trading; and
•	more abrupt or erratic price movements than larger company securities.

Name (Year of Birth; Positions with the Funds since)	Principal Occupation During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee⁽¹⁾	Other Directorships Held During the Past 5 Years
Independent Trustees
Gary L. French (1951); Trustee of the Trust since 2014	Real Estate Investor (2011–present); Consultant to the Mutual Fund Industry (2011-present); Senior Consultant for The Regulatory Fundamentals Group LLC (2011–2017).	39	Independent Trustee, The China Fund, Inc. (2013– 2019); Exchange Traded Concepts Trust II (2012– 2014); Exchange Traded Concepts Trust I (2011– 2014).
Robert J. Grassi (1957); Trustee of the Trust since 2014	Sole Proprietor, Academy Hills Advisors LLC (2012– present); Pension Director, Corning Incorporated (2002– 2012).	39	None.
Thomas P. Lemke (1954); Trustee of the Trust since 2014	Retired; Executive Vice President and General Counsel, Legg Mason (2005–2013).	39	SEI family of funds (Independent Trustee of Advisors’ Inner Circle Fund III (20 portfolios) (from February 2014 to present); Independent Trustee of Winton Diversified Opportunities Fund (from December 2014 to 2018); Independent Trustee of Gallery Trust (from August 2015 to present); Independent Trustee of Schroder Series Trust (from February 2017 to present); Independent Trustee of Schroder Global Series Trust (from February 2017 to present); Independent Trustee of O’Connor EQUUS (May 2014– April 2016); Independent Trustee of Winton Series Trust (December 2014– March 2017); Independent Trustee of AXA Premier VIP Trust (2014–June 2017); Independent Director of The Victory Funds (or their predecessor funds) (35 portfolios) (2014– March 2015); Symmetry Panoramic Trust (16 portfolios) (2018-present).

Name of Committee	Members	Committee Chair
Audit and Valuation Committee	Mr. French Mr. Lemke Mr. Grassi Mr. Maffia Ms. Youssouf	Mr. French
Governance and Nominating Committee	Ms. Youssouf Mr. French Mr. Grassi Mr. Lemke Mr. Maffia	Ms. Youssouf

Name (Year of Birth), Positions Held with the Trusts (Since)		Principal Occupations During Past 5 Years
Joanna Gallegos (1975), President and Principal Executive Officer (2017)		Managing Director, Global Head of ETF Strategy. Previously, Head of J.P. Morgan Asset Management’s U.S. Exchange Traded Funds business July 2017 to December 2019 and Head of J.P. Morgan Asset Management’s ETF Product Development team from August 2013 to July 2017.
Lauren Paino (1973), Treasurer and Principal Financial Officer (2016)*		Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since August 2013.

Name (Year of Birth), Positions Held with the Trusts (Since)		Principal Occupations During Past 5 Years
Brian S. Shlissel (1964), Vice President (2016)		Managing Director and Chief Administrative Officer for J.P. Morgan pooled vehicles, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) (from 2014 to present); Managing Director and Head of Mutual Fund Services, Allianz Global Investors; President and Chief Executive Officer, Allianz Global Investors Mutual Funds and PIMCO Closed-End Funds (from 1999 to 2014).
Paul Shield (1960), Vice President and Assistant Treasurer (2016)		Managing Director and head of Business Management for JPMorgan Asset Management’s Exchange Traded Fund platform since 2013.
Elizabeth A. Davin (1964), Secretary (2018)**		Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Davin has been with JPMorgan Chase (formerly Bank One Corporation) since 2004.
Stephen M. Ungerman (1953), Chief Compliance Officer (2014)		Managing Director, JPMorgan Chase & Co.; Mr. Ungerman has been with JPMorgan Chase & Co. since 2000.
Jessica K. Ditullio (1962), Assistant Secretary (2014)**		Executive Director and Assistant General Counsel. 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; Associate, Willkie Farr & Gallagher (law firm) from 2007 to 2014.
Carmine Lekstutis (1980), Assistant Secretary (2014)*		Executive Director and Assistant General Counsel, JPMorgan Chase since February 2015; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2011 to February 2015.
Keri E. Riemer (1976), Assistant Secretary (2019)*		Executive Director and Assistant General Counsel, JPMorgan Chase since February 2019; Counsel, Seward & Kissel LLP (2016-2019); Associate, Seward & Kissel LLP (2011-2016).
Gregory S. Samuels (1980), Assistant Secretary (2014)*		Executive Director and Assistant General Counsel, JPMorgan Chase since February 2014; formerly Vice President and Assistant General Counsel, JPMorgan Chase from 2010.
Zachary E. Vonnegut-Gabovitch (1986), Assistant Secretary (2017)*		Vice President and Assistant General Counsel, JPMorgan Chase since September 2016; Associate, Morgan, Lewis & Bockius (law firm) from 2012 to 2016.
Frederick J. Cavaliere (1978), Assistant Treasurer (2015)*		Executive Director, J.P. Morgan Investment Management Inc. since February 2016; formerly, Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since September 2010 to February 2016. Mr. Cavaliere has been with JPMorgan since May 2006.
Timothy J. Clemens (1975), Assistant Treasurer (2018)		Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since February 2016; Vice President, JPMorgan Funds Management, Inc. from October 2013 to January 2016.
Michael M. D’Ambrosio (1969), Assistant Treasurer (2014)		Managing Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since May 2014; formerly Executive Director, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) from 2012 to May 2014.
Shannon Gaines (1977), Assistant Treasurer (2019)**		Vice President, J.P. Morgan Investment Management Inc. (formerly JPMorgan Funds Management, Inc.) since January 2014.

Name (Year of Birth), Positions Held with the Trusts (Since)		Principal Occupations During Past 5 Years
Jason Ronca (1978), Assistant Treasurer (2014)***		Executive Director, Assistant Treasurer and ETF Platform Manager for J.P. Morgan Asset Management since February 2017; formerly Vice President, Assistant Treasurer and ETF Platform Manager for J.P. Morgan Asset Management from May 2014 to February 2017. ETF Product Manager for Corporate Investment Bank responsible for setting the strategy and control agenda for the ETF servicing business from 2010 to May 2014; Prior to 2010, a Vice President in Fund Accounting within J.P. Morgan Investor Services, supporting a series of U.S. registered mutual 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.
***	The contact address for the officer is 50 Rowes Wharf, Floor 03, Boston, MA 02110.

Tier One	First $75 billion	0.0025%
Tier Two	Next $25 billion	0.0020%
Tier Three	Over $100 billion	0.0015%

Other Fees:
Annual Base Fee (in addition to asset based fee)		$20,000 per Fund

•	$15 or $45 per proxy (depending on the country where the issuer is located) for its service which helps facilitate the voting of proxies throughout the world. For securities in the U.S. market, this fee is waived if the Adviser votes the proxies directly;
•	$2,000 per year for account maintenance for each custody collateral control account;

•	$2.25 or $15 for income or redemption processing (depending on whether the security is held book entry or physically); and
•	$2.50 to $53.50 for each cash payment or receipt transaction.

Tier One	Up to $50 billion	0.0030%
Tier Two	Next $75 billion	0.0025%
Tier Three	Over $125 billion	0.0015%

Other Fees:
Minimum		$22,500 per Fund per year

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Definitive Materials Filed by Investment Companies. (497)

21/05/2020 10:22pm

Edgar (US Regulatory)

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•	Corporate governance procedures differ among the countries. Because of time constraints and local customs, it is not always possible for the Adviser to receive and review all proxy materials in connection with each item submitted for a vote. Many proxy statements are in foreign languages. Proxy materials are generally mailed by the issuer to the sub-custodian which holds the securities for the client in the country where the portfolio company is organized, and there may not be sufficient time for such materials to be transmitted to the Adviser in time for a vote to be cast. In some countries, proxy statements are not mailed at all, and in some locations, the deadline for voting is two to four days after the initial announcement that a vote is to be solicited and it may not always be possible to obtain sufficient information to make an informed decision in good time to vote.
•	Certain markets require that shares being tendered for voting purposes are temporarily immobilized from trading until after the shareholder meeting has taken place. Elsewhere, notably emerging markets, it may not always be possible to obtain sufficient information to make an informed decision in good time to vote. Some markets require a local representative to be hired in order to attend the meeting and vote in person on our behalf, which can result in considerable cost. The Adviser also considers the cost of voting in light of the expected benefit of the vote. In certain instances, it may sometimes be in the Fund’s best interests to intentionally refrain from voting in certain overseas markets from time to time.
•	Where proxy issues concern corporate governance, takeover defense measures, compensation plans, capital structure changes and so forth, the Adviser pays particular attention to management’s arguments for promoting the prospective change. The Adviser’s sole criterion in determining its voting stance is whether such changes will be to the economic benefit of the beneficial owners of the shares.
•	The Adviser is in favor of a unitary board structure of the type found in the United Kingdom as opposed to tiered board structures. Thus, the Adviser will generally vote to encourage the gradual phasing out of tiered board structures, in favor of unitary boards. However, since tiered boards are still very prevalent in markets outside of the United Kingdom, local market practice will always be taken into account.
•	The Adviser will use its voting powers to encourage appropriate levels of board independence, taking into account local market practice.
•	The Adviser will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable.
•	The Adviser will vote in favor of increases in capital which enhance a company’s long-term prospects. The Adviser will also vote in favor of the partial suspension of preemptive rights if they are for purely technical reasons (e.g., rights offers which may not be legally offered to shareholders in certain jurisdictions). However, the Adviser will vote against increases in capital which would allow the company to adopt “poison pill” takeover defense tactics, or where the increase in authorized capital would dilute shareholder value in the long term.
•	The Adviser will vote in favor of proposals which will enhance a company’s long-term prospects. The Adviser will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, where such borrowing is expressly intended as part of a takeover defense, or where there is a material reduction in shareholder value.
•	The Adviser will generally vote against anti-takeover devices.

•	The Adviser considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) adopt or renew a poison pill without shareholder approval; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; (d) ignore a shareholder proposal that is approved by a majority of either the shares outstanding or the votes cast based on a review over a consecutive two year time frame; (e) are insiders and affiliated outsiders on boards that are not at least majority independent; or (f) are CEOs of publicly-traded companies who serve on more than three public boards or serve on more than four public company boards. In addition, votes are generally withheld for directors who serve on committees in certain cases. For example, the Adviser generally withholds votes from audit committee members in circumstances in which there is evidence that there exists material weaknesses in the company’s internal controls. Votes generally are also withheld from directors when there is a demonstrated history of poor performance or inadequate risk oversight or when the board adopts changes to the company’s governing documents without shareholder approval if the changes materially diminish shareholder rights. Votes generally will be withheld from Board chair, lead independent directors, or government committee chairs of publicly traded companies where employees have departed for significant violation of code of conduct without claw back of compensation.
•	The Adviser votes proposals to classify boards on a case-by-case basis, but normally will vote in favor of such proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors).
•	The Adviser also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor.
•	The Adviser votes against proposals for a super-majority vote to approve a merger.
•	The Adviser considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account such factors as the extent of dilution and whether the transaction will result in a change in control.
•	The Adviser considers vote proposals with respect to compensation plans on a case-by-case basis. The analysis of compensation plans focuses primarily on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders) and includes an analysis of the structure of the plan and pay practices of other companies in the relevant industry and peer companies. Other matters included in the analysis are the amount of the company’s outstanding stock to be reserved for the award of stock options, whether the exercise price of an option is less than the stock’s fair market value at the date of the grant of the options, and whether the plan provides for the exchange of outstanding options for new ones at lower exercise prices.
•	The Adviser also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social issue proposals.
•	The Adviser generally votes for management proposals which seek shareholder approval to make the state of incorporation the exclusive forum for disputes if the company is a Delaware corporation; otherwise, the Adviser votes on a case by case basis.
•	The Adviser supports board refreshment, independence, and a diverse skill set for directors. As a matter of principle, we expect our investee companies to be committed to diversity and inclusiveness in their general recruitment policies as we believe such diversity contributes to the effectiveness of boards. The Adviser will utilize its voting power to bring about change where Boards are lagging in gender and racial and/or ethnic diversity.
•	The Adviser generally encourages a level of reporting on environmental matters that is not unduly costly or burdensome and which does not place the company at a competitive disadvantage, but which provides meaningful information to enable shareholders to evaluate the impact of the

	company’s environmental policies and practices on its financial performance. In general, the Adviser supports management disclosure practices that are overall consistent with the goals and objective expressed above. Proposals with respect to companies that have been involved in controversies, fines or litigation are expected to be subject to heightened review and consideration.
•	In evaluating how to vote environmental proposals, key considerations may include, but are not limited to, issuer considerations such as asset profile of the company, including whether it is exposed to potentially secularly potentially declining demand for the company’s products or services due to environmental considerations; cash deployments; cost structure of the company, including its position on the cost curve, expected impact of future carbon tax and exposure to high fixed operating costs; corporate behavior of the company; demonstrated capabilities of the company, its strategic planning process, and past performance; current level of disclosure of the company and consistency of disclosure across its industry; and whether the company incorporates environmental or social issues in a risk assessment or risk reporting framework. The Adviser may also consider whether peers have received similar proposals and if so, were the responses transparent and insightful; would adoption of the proposal inform and educate shareholders; and have companies that adopted the proposal provided insightful and meaningful information that would allow shareholders to evaluate the long-term risks and performance of the company; does the proposal require disclosure that is already addressed by existing and proposed mandated regulatory requirements or formal guidance at the local, state, or national level or the company’s existing disclosure practices; and does the proposal create the potential for unintended consequences such as a competitive disadvantage.
•	The Adviser votes against the chair of the committee responsible for providing oversight of environmental matters and/or risk where the Adviser believes the company is lagging peers in terms of disclosure, business practices or targets. The Adviser also votes against committee members, lead independent director and/or board chair for companies that have lagged over several years.
•	With regard to social issues, among other factors, the Adviser considers the company’s labor practices, supply chain, how the company supports and monitors those issues, what types of disclosure the company and its peers currently provide, and whether the proposal would result in a competitive disadvantage for the company.
•	The Adviser reviews Say on Pay proposals on a case by case basis with additional review of proposals where the issuer’s previous year’s proposal received a low level of support.

(a)	trading on the Exchange is broadly restricted by the applicable rules and regulations of the SEC;
(b)	the Exchange is closed for other than customary weekend and holiday closing;
(c)	the SEC has by order permitted such suspension; or
(d)	the SEC has declared a market emergency.

Coverage	7
1. Board of Directors	8
Voting on Director Nominees in Uncontested Elections	8
Independence	8
ISS Classification of Directors – U.S.	9
Composition	11
Responsiveness	12
Accountability	12
Voting on Director Nominees in Contested Elections	16
Vote-No Campaigns	16
Proxy Contests/Proxy Access — Voting for Director Nominees in Contested Elections	16
Other Board-Related Proposals	17
Adopt Anti-Hedging/Pledging/Speculative Investments Policy	17
Age/Term Limits	17
Board Size	17
Classification/Declassification of the Board	17
CEO Succession Planning	17
Cumulative Voting	17
Director and Officer Indemnification and Liability Protection	18
Establish/Amend Nominee Qualifications	18
Establish Other Board Committee Proposals	19
Filling Vacancies/Removal of Directors	19
Independent Board Chair	19
Majority of Independent Directors/Establishment of Independent Committees	19
Majority Vote Standard for the Election of Directors	20
Proxy Access	20
Require More Nominees than Open Seats	20
Shareholder Engagement Policy (Shareholder Advisory Committee)	20
2. AUDIT-RELATED	21
Auditor Indemnification and Limitation of Liability	21
Auditor Ratification	21
Shareholder Proposals Limiting Non-Audit Services	21
Shareholder Proposals on Audit Firm Rotation	21
3. SHAREHOLDER RIGHTS & DEFENSES	23
Advance Notice Requirements for Shareholder Proposals/Nominations	23
Amend Bylaws without Shareholder Consent	23
Control Share Acquisition Provisions	23
Control Share Cash-Out Provisions	23
Disgorgement Provisions	24
Fair Price Provisions	24
Freeze-Out Provisions	24
Greenmail	24
Litigation Rights (including Exclusive Venue and Fee-Shifting Bylaw Provisions)	24
Net Operating Loss (NOL) Protective Amendments	25

Poison Pills (Shareholder Rights Plans)	25
Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy	25
Management Proposals to Ratify a Poison Pill	26
Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)	26
Proxy Voting Disclosure, Confidentiality, and Tabulation	26
Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions	27
Reimbursing Proxy Solicitation Expenses	27
Reincorporation Proposals	27
Shareholder Ability to Act by Written Consent	28
Shareholder Ability to Call Special Meetings	28
Stakeholder Provisions	28
State Antitakeover Statutes	28
Supermajority Vote Requirements	29
4. CAPITAL/RESTRUCTURING	30
Capital	30
Adjustments to Par Value of Common Stock	30
Common Stock Authorization	30
Dual Class Structure	31
Issue Stock for Use with Rights Plan	31
Preemptive Rights	31
Preferred Stock Authorization	31
Recapitalization Plans	32
Reverse Stock Splits	32
Share Repurchase Programs	32
Share Repurchase Program Shareholder Proposal	32
Stock Distributions: Splits and Dividends	33
Tracking Stock	33
Restructuring	33
Appraisal Rights	33
Asset Purchases	33
Asset Sales	33
Bundled Proposals	34
Conversion of Securities	34
Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans	34
Formation of Holding Company	34
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)	35
Joint Ventures	35
Liquidations	35
Mergers and Acquisitions	35
Private Placements/Warrants/Convertible Debentures	36
Reorganization/Restructuring Plan (Bankruptcy)	37
Special Purpose Acquisition Corporations (SPACs)	37
Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions	38
Spin-offs	38
Value Maximization Shareholder Proposals	39

5. COMPENSATION	40
Executive Pay Evaluation	40
Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)	40
Pay-for-Performance Evaluation	41
Problematic Pay Practices	41
Compensation Committee Communications and Responsiveness	42
Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)	43
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale	43
Equity-Based and Other Incentive Plans	43
Shareholder Value Transfer (SVT)	44
Three-Year Burn Rate	45
Egregious Factors	45
Liberal Change in Control Definition	45
Repricing Provisions	45
Problematic Pay Practices or Significant Pay-for-Performance Disconnect	46
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))	46
Specific Treatment of Certain Award Types in Equity Plan Evaluations	47
Dividend Equivalent Rights	47
Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)	47
Other Compensation Plans	47
401(k) Employee Benefit Plans	47
Employee Stock Ownership Plans (ESOPs)	47
Employee Stock Purchase Plans—Qualified Plans	47
Employee Stock Purchase Plans—Non-Qualified Plans	47
Option Exchange Programs/Repricing Options	48
Stock Plans in Lieu of Cash	48
Transfer Stock Option (TSO) Programs	49
Director Compensation	49
Shareholder Ratification of Director Pay Programs	49
Equity Plans for Non-Employee Directors	50
Non-Employee Director Retirement Plans	50
Shareholder Proposals on Compensation	50
Bonus Banking/Bonus Banking “Plus”	50
Compensation Consultants—Disclosure of Board or Company’s Utilization	50
Disclosure/Setting Levels or Types of Compensation for Executives and Directors	51
Golden Coffins/Executive Death Benefits	51
Hold Equity Past Retirement or for a Significant Period of Time	51
Pay Disparity	51
Pay for Performance/Performance-Based Awards	52
Pay for Superior Performance	52
Pre-Arranged Trading Plans (10b5-1 Plans)	53
Prohibit Outside CEOs from Serving on Compensation Committees	53
Recoupment of Incentive or Stock Compensation in Specified Circumstances	53
Severance Agreements for Executives/Golden Parachutes	53
Share Buyback Impact on Incentive Program Metrics	54

Supplemental Executive Retirement Plans (SERPs)	54
Tax Gross-Up Proposals	54
Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity	54
6. ROUTINE/MISCELLANEOUS	56
Adjourn Meeting	56
Amend Quorum Requirements	56
Amend Minor Bylaws	56
Change Company Name	56
Change Date, Time, or Location of Annual Meeting	56
Other Business	56
7. SOCIAL AND ENVIRONMENTAL ISSUES	57
Global Approach	57
Endorsement of Principles	57
Animal Welfare	57
Animal Welfare Policies	57
Animal Testing	58
Animal Slaughter	58
Consumer Issues	58
Genetically Modified Ingredients	58
Reports on Potentially Controversial Business/Financial Practices	58
Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation	59
Product Safety and Toxic/Hazardous Materials	59
Tobacco-Related Proposals	60
Climate Change	60
Climate Change/Greenhouse Gas (GHG) Emissions	60
Energy Efficiency	61
Renewable Energy	61
Diversity	61
Board Diversity	61
Equality of Opportunity	62
Gender Identity, Sexual Orientation, and Domestic Partner Benefits	62
Gender, Race, or Ethnicity Pay Gap	62
Environment and Sustainability	63
Facility and Workplace Safety	63
General Environmental Proposals and Community Impact Assessments	63
Hydraulic Fracturing	63
Operations in Protected Areas	64
Recycling	64
Sustainability Reporting	64
Water Issues	64
General Corporate Issues	65
Charitable Contributions	65
Data Security, Privacy, and Internet Issues	65
Environmental, Social, and Governance (ESG) Compensation-Related Proposals	65
Human Rights, Labor Issues, and International Operations	65

Human Rights Proposals	65
Operations in High Risk Markets	66
Outsourcing/Offshoring	66
Weapons and Military Sales	66
Political Activities	67
Lobbying	67
Political Contributions	67
Political Ties	67
8. MUTUAL FUND PROXIES	68
Election of Directors	68
Converting Closed-end Fund to Open-end Fund	68
Proxy Contests	68
Investment Advisory Agreements	68
Approving New Classes or Series of Shares	68
Preferred Stock Proposals	69
1940 Act Policies	69
Changing a Fundamental Restriction to a Nonfundamental Restriction	69
Change Fundamental Investment Objective to Nonfundamental	69
Name Change Proposals	69
Change in Fund’s Subclassification	69
Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value	70
Disposition of Assets/Termination/Liquidation	70
Changes to the Charter Document	70
Changing the Domicile of a Fund	70
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval	71
Distribution Agreements	71
Master-Feeder Structure	71
Mergers	71
Shareholder Proposals for Mutual Funds	71
Establish Director Ownership Requirement	71
Reimburse Shareholder for Expenses Incurred	71
Terminate the Investment Advisor	71

^〉	U.S. Domestic Issuers – which have a majority of outstanding shares held in the U.S. and meet other criteria, as determined by the SEC, and are subject to the same disclosure and listing standards as U.S. incorporated companies – are generally covered under standard U.S. policy guidelines.
^〉	Foreign Private Issuers (FPIs) – which do not meet the Domestic Issuer criteria and are exempt from most disclosure requirements (e.g., they do not file DEF14A reports) and listing standards (e.g., for required levels of board and committee independence) – are covered under a combination of policy guidelines: