SecProbe.io

CORRESP
1
filename1.htm

J.P. Morgan Exchange-Traded Fund Trust

 J.P. MORGAN EXCHANGE-TRADED FUND TRUST

277 PARK AVENUE

 NEW YORK, NEW YORK
10172

 VIA EDGAR

 April 7, 2023

Ms. Christina DiAngelo Fettig

 Ms. Alison White

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

 Washington,
DC 20549

Re:
 Registration Statement on Form N-14 (“N-14”) of J.P. Morgan Exchange-Traded Fund Trust (File No. 333-270480) (“Trust”)

Dear Mr. Fettig and Ms. White:

This letter is in response to the comments of the staff of the Division of Investment Management (the “Staff”) of the
Securities and Exchange Commission (“SEC”) with respect to the N-14 filed on behalf of the Trust on March 10, 2023 regarding the proposed reorganization and liquidation of each of four
J.P. Morgan mutual funds (each, a “Target Fund”) into a newly-created ETF (each, an “Acquiring Fund” and together with the Target Funds, the “Funds”) (each such reorganization and liquidation,
a “Reorganization”).

 Part I of this letter is in response to the accounting comments of the Staff of the SEC that
Ms. Fettig provided to Sam Scarritt-Selman of Dechert LLP by telephone on March 27, 2023. Part II of this letter is in response to the disclosure comments Ms. White provided to Mr. Scarritt-Selman by telephone on March 31,
2023. For your convenience, we have restated your comments below followed by our responses. Capitalized terms used but not defined in this letter have the meaning given to them in the N-14. We will incorporate
any changes referenced below into the N-14 for the Trust.

 Part I: Accounting Comments

Accounting Comment 1: In the Q&A section, under the heading, Who will pay the costs in connection with the Reorganizations?, it is
stated that JPMIM will pay for the costs incurred by the Funds associated with the Reorganizations (including the legal costs associated with the Reorganizations) by waiving fees or reimbursing expenses to offset the costs incurred by the Target
Funds and Acquiring Funds associated with the Reorganizations, including any brokerage fees and expenses incurred by the Funds related to the disposition and acquisition of assets as part of a Reorganization. Please disclose whether the JPMIM will
pay for these costs whether or not the Reorganizations are consummated.

 Response: The disclosure has been revised accordingly.

Accounting Comment 2: In the Q&A section, please disclose whether JPMIM’s waiver of fees and/or reimbursement of expenses
related to the Reorganization would be pursuant to existing fee waiver agreements or separate fee waiver agreements.

 Response: We hereby confirm that the waiver of fees and/or reimbursement of expenses
related to the Reorganizations would not be conducted pursuant to the Funds’ existing fee waiver agreements and, rather, would be addressed pursuant to the Plan.

Accounting Comment 3: Please disclose whether any of the Funds expect to experience any portfolio repositioning as a result of the
Reorganizations and, if so, please provide an estimate of any related tax effects.

 Response: Each Target Fund and its corresponding
Acquiring Fund have identical investment objectives and fundamental investment policies and have substantially similar investment strategies. Accordingly, it is not expected that the Funds will experience any significant portfolio repositioning as a
result of the Reorganizations.

 Accounting Comment 4: On page 3 of the Information Statement/Prospectus, please embed hyperlinks for
Target Fund prospectuses that are being incorporated by reference.

 Response: The disclosure has been revised accordingly.

Accounting Comment 5: On page 19 of the Information Statement/Prospectus, it is disclosed that, after the Reorganizations, each Target
Fund will be the “accounting survivor,” and the Acquiring Funds will continue to show the historical investment performance and returns of the Target Funds (even after liquidation of the Target Funds). Please disclose the specific share
class(es) of the Target Funds that will survive. Please also disclose in correspondence the rationale for selecting such share class(es).

Response: The disclosure has been revised accordingly. The Acquiring Funds will continue to show the historical investment performance
and returns of the Class R6 Shares of the Target Funds. The performance of the Class R6 Shares of the Target Funds prior to their inception are based on Class I Shares of the Target Funds. The Class R6 Shares were selected for
each Target Fund because their expense profile most closely resembles that of the corresponding Acquiring Funds.

 Accounting Comment
6: On page 19 of the Information Statement/Prospectus, it is disclosed that the historical performance of each Target Fund, as it is to be adopted by its corresponding Acquiring Fund, is included in the Acquiring Fund prospectuses accompanying
the Information Statement/Prospectus. Item 4(b)(2)(ii) of Form N-1A requires that, if a fund’s fiscal year is other than a calendar year, it include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Please explain how this item has been addressed.

Response: The Information Statement/Prospectus incorporates information by reference to the Acquiring Fund prospectuses. The Acquiring
Fund prospectuses are effective as of March 10, 2023, and at that time the bar chart for each Acquiring Fund prospectus included a full calendar year’s performance for the year ended December 31, 2022. For each Acquiring Fund
prospectus, because the year-to-date return information as of the end of the most recent quarter would be the same as the information depicted in the bar chart, we
believe it is unnecessary and duplicative to add the footnote, which would repeat the information already appearing in each Acquiring Fund’s bar chart. Accordingly, we believe that the current disclosure in the Acquiring Funds’ bar charts
is appropriate.

 Accounting Comment 7: Please confirm in correspondence that the fees presented in the fee tables of the Information
Statement/Prospectus represent current fees in accordance with Item 3 of Form N-14.

Response: We hereby confirm that the fees presented in the fee tables of the Information Statement/Prospectus represent current fees in
accordance with Item 3 of Form N-14.

 2

 Accounting Comment 8: On page 22 of the Information Statement/Prospectus, the fee table
for the Limited Duration Bond Reorganization refers to “Annual Fund Fees and Expenses.” Please confirm whether this should refer to “Acquired Fund Fees and Expenses.”

Response: The disclosure has been revised accordingly.

Accounting Comment 9: Please explain in correspondence why “Acquired Fund Fees and Expenses” is not included as a line item in
the corresponding fee table for the Acquiring Fund prospectus for JPMorgan Limited Duration Bond ETF.

 Response: We have confirmed
that the information in the fee table for the N-14 is correct. We will update the fee table in the prospectus for the JPMorgan Limited Duration Bond ETF to match the
N-14.

 Accounting Comment 10: In each of the fee tables in the Information
Statement/Prospectus, footnote 2 excludes expenses related to trustee elections from the expenses reimbursed by the adviser and/or its affiliates, while footnote 3 excludes the costs of shareholder meetings from the expenses reimbursed by the
adviser and/or its affiliates. Please confirm whether this difference is due to the underlying expense limitation agreements and if this difference needs to be explained further.

Response: We hereby confirm that the difference in language used in the respective footnotes is due to differences in language used in
the underlying expense limitation agreements governing the Target Funds and their corresponding Acquiring Funds and does not need to be explained further. Accordingly, we believe that the current disclosure in the Information Statement/Prospectus is
appropriate.

 Accounting Comment 11: On page 24 of the Information Statement/Prospectus, the expense examples do not reflect the
sales loads for Class A Shares and assumes that Class C Shares will convert to Class A Shares after eight years. Please disclose that sales loads have not been included for Class A Shares and, in correspondence, explain the
rationales for excluding sales loads and for assuming that Class C Shares will convert to Class A Shares.

 Response: The
disclosure has been revised accordingly. The expense examples do not reflect any sales load for Class A Shares of the Target Funds because, effective March 1, 2023, no sales charge is imposed on purchases of Class A Shares of the
Target Funds. The expense examples assume that Class C Shares of a Target Fund will convert to Class A Shares of that Fund after eight years because, due to the conversion feature applicable to Class C Shares of the Target Funds, an
investor who maintains their investment in Class C Shares of a Target Fund over the course of the ten-year period represented by the expense examples would have their holdings convert to Class A
Shares after a period of eight years. This calculation is consistent with the requirements in Form N-1A.

Accounting Comment 12: On page 31 of the Information Statement/Prospectus, it is disclosed that JPMIM will pay for the costs incurred by
the Funds associated with the Reorganizations (including the legal costs associated with the Reorganizations) by waiving fees or reimbursing expenses to offset the costs incurred by the Target Funds and Acquiring Funds associated with the
Reorganizations, including any brokerage fees and expenses incurred by the Funds related to the disposition and acquisition of assets as part of a Reorganization. Please explain how expenses associated with the Reorganizations have been allocated to
each Fund, and the rationale for such allocations.

 Response: We acknowledge your comment. We do not believe that further details
regarding JPMIM’s methodology for allocating expenses associated with the Reorganizations is relevant for shareholders, given that JPMIM is paying for the costs associated with the Reorganizations, and any costs incurred by the Target Funds and
Acquiring Funds associated with the Reorganizations would be offset by JPMIM waiving fees

 3

or reimbursing expenses to the extent necessary. Accordingly, we believe the current disclosure is appropriate.

Accounting Comment 13: On page 31 of the Information Statement/Prospectus, it is disclosed that the Funds will incur de
minimis transaction costs associated with each Reorganization, expected to total $500 for each Reorganization. Please explain what these de minimis transaction costs are.

Response: The disclosure has been revised accordingly.

Accounting Comment 14: Page 33 of the Information Statement/Prospectus provides: “Assuming the Reorganizations qualify as tax-free reorganizations, as expected, each Acquiring Fund will succeed to the tax attributes of the corresponding Target Fund upon the closing of each Reorganization, including any capital loss
carryovers that could have been used by each Target Fund to offset its future realized capital gains, if any, for federal income tax purposes. The capital loss carryovers of each Target Fund will be available to offset future gains recognized by the
combined Acquiring Fund. Capital losses of a Target Fund may be carried forward indefinitely to offset future capital gains.” Please disclose in the Information Statement/Prospectus any capital loss carryover.

Response: We respectfully acknowledge your comment. It is anticipated that each Reorganization will qualify as a tax-free reorganization for federal income tax purposes and that shareholders will not recognize any gain or loss in connection with the Reorganization, except to the extent that they receive cash in connection with
the liquidation of any fractional shares received in the Reorganization or if they have no brokerage account that can accept shares of an ETF and, therefore, have their investment liquidated. Item 4(a)(4) of Form
N-14 requires that information be provided outlining the “the federal income tax consequences, if any, to the security holders of both parties, including appropriate references to Internal Revenue Code
sections,” but does not require disclosure of capital loss carryover. Accordingly, we believe that the current disclosure in the Information Statement/Prospectus is appropriate.

Accounting Comment 15: On page 34 of the Information Statement/Prospectus, unaudited capitalization tables are provided as of
December 31, 2022 for the Equity Focus Reorganization, and as of August 31, 2022 for the High Yield Municipal Reorganization, the Limited Duration Bond Reorganization and the Sustainable Municipal Income Reorganization, and the unaudited
pro forma combined capitalization of each Acquiring Fund as adjusted to give effect to the proposed Reorganization. Please either update the capitalizations to be within 30 days of effectiveness or confirm that there have been no material changes
since the dates provided.

 Response: We will include updated capitalization information in the definitive Information
Statement/Prospectus.

 Accounting Comment 16: In the Statement of Additional Information, the financial statements for the JPMorgan
High Yield Municipal Fund and JPMorgan Sustainable Municipal Income Fund, which are series of different trusts, appear as a single line item with a shared hyperlink. Please list these financial statements as separate line items, each with their own
hyperlink.

 Response: The disclosure has been revised accordingly.

Accounting Comment 17: In the Statement of Additional Information, please remove reference to pro forma financial statements, which is
no longer required.

 Response: The disclosure has been revised accordingly.

 4

 ***

Part II: Disclosure Comments

Disclosure Comment 1: In the Q&A section, it is disclosed that the Reorganizations will subject investors to certain ETF-specific risks. Please disclose here and other instances that shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary
market that shareholders do not experience as shareholders of the Target Funds.

 Response: The disclosure has been revised
accordingly.

 Disclosure Comment 2: We note your statement in the in the Q&A section disclosing that the Boards of Trustees of
the Target Funds have approved the Reorganizations for their respective Target Funds and made their applicable determinations. Please disclose when and how this was done. Please also consider including a separately captioned section discussing the
process and information considered by the Boards in reaching this decision.

 Response: The disclosure has been revised accordingly.
In addition, we note that a discussion of process and information considered by the Boards in reaching their decisions regarding the Reorganization is also available in the section titled “Reasons for the Reorganizations.”

Disclosure Comment 3: In the Q&A section, it is disclosed that, following the Reorganizations, each Acquiring Fund is expected to
have a lower net expense ratio than each share class of its corresponding Target Fund after taking into consideration fees waived and/or expenses reimbursed pursuant to expense limitation agreements agreed to by JPMIM, which will remain in effect
for at least three years from the effective date of each Reorganization. Please disclose, here and in each instance where it is discussed how the fees and expenses of the Funds compare, that, after three years following the reorganization, the fees
and expenses of the Acquiring Fund may be higher than for those who held shares of the corresponding Target Fund’s R6 share classes prior to the Reorganization.

Response: The disclosure has been revised accordingly.

Disclosure Comment 4: In the Q&A section, it