J.P. Morgan Exchange-Traded Fund Trust

STATEMENT OF ADDITIONAL INFORMATION

PART I

March 1, 2024

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

Fund Name	Ticker	Listing Exchange
JPMorgan BetaBuilders Canada ETF (the “BetaBuilders Canada ETF”)	BBCA	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders Developed Asia Pacific ex-Japan ETF (the “BetaBuilders Developed Asia Pacific ex-Japan ETF”)	BBAX	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders Emerging Markets Equity ETF (the “BetaBuilders Emerging Markets Equity ETF”)	BBEM	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders Europe ETF (the “BetaBuilders Europe ETF”)	BBEU	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders International Equity ETF (the “BetaBuilders International Equity ETF”)	BBIN	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders Japan ETF (the “BetaBuilders Japan ETF”)	BBJP	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders U.S. Equity ETF (the “BetaBuilders U.S. Equity ETF”)	BBUS	Cboe BZX Exchange, Inc.
JPMorgan BetaBuilders U.S. Mid Cap Equity ETF (the “BetaBuilders U.S. Mid Cap Equity ETF”)	BBMC	NYSE Arca, Inc.
JPMorgan BetaBuilders U.S. Small Cap Equity ETF (the “BetaBuilders U.S. Mid Cap Equity ETF”)	BBSC	NYSE Arca, Inc.
JPMorgan Carbon Transition U.S. Equity ETF (the “Carbon Transition U.S. Equity ETF”)	JCTR	NYSE Arca, Inc.
JPMorgan Diversified Return Emerging Markets Equity ETF (the “Emerging Markets Equity ETF”)	JPEM	NYSE Arca, Inc.
JPMorgan Diversified Return International Equity ETF (the “International Equity ETF”)	JPIN	NYSE Arca, Inc.
JPMorgan Diversified Return U.S. Equity ETF (the “U.S. Equity ETF”)	JPUS	NYSE Arca, Inc.
JPMorgan Diversified Return U.S. Mid Cap Equity ETF (the “U.S. Mid Cap Equity ETF”)	JPME	NYSE Arca, Inc.
JPMorgan Diversified Return U.S. Small Cap Equity ETF (the “U.S. Small Cap Equity ETF”)	JPSE	NYSE Arca, Inc.
JPMorgan U.S. Momentum Factor ETF (the “U.S. Momentum Factor ETF”)	JMOM	NYSE Arca, Inc.
JPMorgan U.S. Quality Factor ETF (the “U.S. Quality Factor ETF”)	JQUA	NYSE Arca, Inc.
JPMorgan U.S. Value Factor ETF (the “U.S. Value Factor ETF”)	JVAL	NYSE Arca, Inc.

(each a “Fund” and collectively, the “Funds”)

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 Funds, dated March 1, 2024, as supplemented from time to time (the “Prospectus”). Additionally, this SAI incorporates by reference the financial statements included in the annual Shareholder Report relating to the Funds, dated October 31, 2023 (the “Financial Statements”). The Prospectus and the Financial Statements, including the Independent Registered Public Accounting Firm’s Report, are available without charge upon request by contacting JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ 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 Funds. Part II of this SAI contains additional information that more generally applies to the Trust’s funds.

For more information about the Funds or the Financial Statements, 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-ETF-P-324

GENERAL

The Trust and the Funds

Each Fund is a series of 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.

Each 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 each Fund are collectively referred to as the “Shares” in this SAI. Each Fund’s Shares are listed and traded on the NYSE Arca, Inc. (“NYSE”) except BetaBuilders Canada ETF, BetaBuilders Developed Asia Pacific ex-Japan ETF, BetaBuilders Emerging Markets Equity ETF, BetaBuilders Europe ETF, BetaBuilders International Equity ETF, BetaBuilders Japan ETF and BetaBuilders U.S. Equity ETF, which are listed and traded on the Cboe BZX Exchange, Inc. (“Cboe” and collectively with NYSE, each an “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, except for the Emerging Market Equity ETF, generally, in exchange for portfolio securities held by a Fund and/or a specified cash payment. Creation Units of the BetaBuilders Emerging Markets Equity ETF and Emerging Market Equity ETF are generally issued and redeemed partially in cash.

In the event of the liquidation of a 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 equity securities and other investments (“Deposit Instruments”) included in each Fund’s index (“Underlying Index”) 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.

Fund Names. As of March 1, 2022, the JPMorgan BetaBuilders Developed Asia ex-Japan ETF changed its name to the JPMorgan BetaBuilders Developed Asia Pacific ex-Japan ETF.

Miscellaneous

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

This SAI provides additional information with respect to the Funds and should be read in conjunction with each Fund’s current Prospectus. Capitalized terms not otherwise defined herein have the meanings accorded to them in the Prospectus. The Funds’ 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 Funds. Investments in a 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 a 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 a 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 Adviser, with respect to each Fund, has filed a notice of eligibility with the National Futures Association (“NFA”) claiming an exclusion from the definition of the term Commodity Pool Operator (“CPO”) with respect to each Fund’s operations. Therefore, each Fund and the Adviser with respect to each such Fund are not subject to registration or regulation as a commodity pool or CPO under the Commodity Exchange Act, as amended. Changes to a Fund’s investment strategies or investments may cause the Fund to lose the benefits of this exclusion and may trigger additional Commodity Futures Trading Commission (“CFTC”) requirements. If the Adviser or a Fund becomes subject to these requirements, as well as related NFA rules, the Fund may incur additional compliance and other expenses.

Part I - 1

INVESTMENT POLICIES

The following investment policies have been adopted by the Trust with respect to the Funds. 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 a Fund, as such term is defined in the “Additional Information” section in Part II of this SAI. All other investment policies of a 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 Funds 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 a Fund will not be considered a violation and such Fund may continue to hold any securities affecting that percentage or rating policy. If the value of a 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, a Fund’s Adviser, or persons designated by the Board to make such determination, will consider what actions, if any, are appropriate to maintain adequate liquidity. With respect to each fundamental investment policy on borrowing, the 1940 Act generally limits a 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, a 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%. A Fund may also borrow money if such borrowing does not constitute “senior securities” under the 1940 Act or engage in economically similar transactions if those transactions comply with the applicable requirements of the SEC under the 1940 Act.

For purposes of a Fund’s fundamental investment policy regarding industry concentration, “to concentrate” generally means to invest (1) in the case of the BetaBuilders Canada ETF, BetaBuilders Developed Asia Pacific ex-Japan ETF, BetaBuilders Emerging Markets Equity ETF, BetaBuilders Europe ETF, BetaBuilders International Equity ETF, BetaBuilders Japan ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF and BetaBuilders U.S. Small Cap Equity ETF (each a “BetaBuilders Fund,” and together, the “BetaBuilders Funds”), more than 25% of a Fund’s total assets and (2) in the case of the remaining Funds except the BetaBuilders Funds and the Carbon Transition U.S. Equity ETF, 25% or more of a Fund’s assets. Assets are determined at market value at the time of investment. For purposes of the Carbon Transition U.S. Equity ETF’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, each Fund currently utilizes any one or more of the industry and/or sub-industry classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the Adviser. The Adviser may classify and re-classify companies in a particular industry or sub-industry and define and re-define industries and sub-industries in any reasonable manner, consistent with SEC guidance. Accordingly, the composition of an industry or group of industries may change from time to time. The policy will be interpreted to give broad authority to the Adviser as to how to classify issuers.

With respect to each BetaBuilders Fund’s fundamental policy with respect to diversification, the Fund intends to be diversified (or non-diversified as applicable) in approximately the same proportion as the Underlying Index as described in the Prospectus.

Part I - 2

In addition, each Fund has an 80% investment policy which is described in the Funds’ Prospectus. In calculating “Assets” for the purposes of each 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, a Fund will provide shareholders with written notice at least 60 days prior to a change in its policy to invest at least 80% of its Assets in securities that are included in its Underlying Index.

Finally, each 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

Each Fund:

(1) May purchase any security which would cause a Fund to concentrate (a) in the case of the BetaBuilders Funds (except BetaBuilders Emerging Markets Equity ETF) and Carbon Transition U.S. Equity ETF, more than 25% of its investments; (b) in the case of the remaining Funds except the BetaBuilders Funds and Carbon Transition U.S. Equity ETF 25% or more of its investments in the securities of issuers primarily engaged in any particular industry or group of industries to the extent the index which the Fund replicates and which may be changed is concentrated in the securities of issuers primarily engaged in any particular industry or group of industries, but will not concentrate in the securities of issuers primarily engaged in any particular industry or group of industries at any time when the Fund’s index is not concentrated. This policy does not apply to investments in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby, and futures and options transactions issued or guaranteed by the U.S. government or any of its agencies or instrumentalities; and (c) in the case of BetaBuilders Emerging Markets Equity ETF 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, except as permitted by the 1940 Act or any applicable law, rule, order or interpretation. For purposes of fundamental investment policies regarding industry concentration, the Fund may not invest more than 25% of its total assets in the securities of issuers primarily engaged in any particular industry;

(2) (a) For each Fund except BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder;

(b) In the case of the BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may issue senior securities, to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;

(3) (a) For each Fund except BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may not borrow money, except to the extent permitted by applicable law;

(b) In the case of the BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may borrow money to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;

(4) (a) In the case of the Emerging Markets Equity ETF, International Equity ETF, U.S. Equity ETF, U.S. Mid Cap Equity ETF and U.S. Small Cap Equity ETF, may not underwrite securities of other issuers, except to the extent that a Fund, in disposing of portfolio securities, may be deemed an underwriter under certain securities laws;

(b) In the case of the BetaBuilders Funds (except BetaBuilders Emerging Markets Equity ETF), U.S. Dividend ETF, U.S. Minimum Volatility ETF, U.S. Momentum Factor ETF, U.S. Quality Factor ETF, U.S. Value Factor ETF and Carbon Transition U.S. Equity ETF, may not underwrite securities of other issuers, except to the extent that a Fund may be deemed an underwriter under certain securities laws in disposing of portfolio securities or in connection with investments in other investment companies;

Part I - 3

(c) In the case of the BetaBuilders Emerging Markets Equity ETF, 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;

(5) (a) For each Fund except BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent a Fund from investing in securities or other instruments (a) issued by companies that invest, deal or otherwise engage in transactions in real estate, or (b) backed or secured by real estate or interests in real estate;

(b) In the case of the BetaBuilders Emerging Markets Equity ETF, may not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate;

(c) In the case of the BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, 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;

(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 a 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) (a) For each Fund except BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may make loans to other persons, in accordance with a Fund’s investment objective and policies and to the extent permitted by applicable law;

(b) In the case of the BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may make loans to the extent permitted by the 1940 Act or any applicable law, rule, order or interpretation;

(8) (a) For each Fund except BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, may not make any investment inconsistent with its classification as a diversified investment company under the 1940 Act; and

(b) In the case of the BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF, 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.

Each Fund may invest in types of investments and engage in transactions that are considered lending transactions. The types of investments and strategies that a Fund may use are described in further detail in the Prospectus and this SAI.

Non-Fundamental Investment Policies

Each Fund except BetaBuilders Emerging Markets Equity ETF, BetaBuilders International Equity ETF, BetaBuilders U.S. Equity ETF, BetaBuilders U.S. Mid Cap Equity ETF, BetaBuilders U.S. Small Cap Equity ETF and Carbon Transition U.S. Equity ETF:

(1) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Part I - 4

Other Policy

Each of the Funds may not acquire any securities of other registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

INVESTMENT PRACTICES

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

FUND NAME	FUND CODE
BetaBuilders Canada ETF	1
BetaBuilders Developed Asia Pacific ex-Japan ETF	2
BetaBuilders Emerging Markets Equity ETF	3
BetaBuilders Europe ETF	4
BetaBuilders International Equity ETF	5
BetaBuilders Japan ETF	6
BetaBuilders U.S. Equity ETF	7
BetaBuilders U.S. Mid Cap Equity ETF	8
BetaBuilders U.S. Small Cap Equity ETF	9
Carbon Transition U.S. Equity ETF	10
Emerging Markets Equity ETF	11
International Equity ETF	12
U.S. Equity ETF	13
U.S. Mid Cap Equity ETF	14
U.S. Small Cap Equity ETF	15
U.S. Momentum Factor ETF	16
U.S. Quality Factor ETF	17
U.S. Value Factor ETF	18

Instrument	Fund Code	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.	1-18	Bank Obligations
Borrowings: A Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of a Fund’s assets and may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so. A Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of a Fund’s total assets made for temporary administrative purposes.	1-18	Miscellaneous Investment Strategies and Risks
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.	1-18	Commercial Paper
Common Stock: Shares of ownership of a company.	1-18	Equity Securities, Warrants and Rights
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.	1-18	Equity Securities, Warrants and Rights

Part I - 5

Instrument	Fund Code	Part II Section Reference
Convertible Securities: Bonds or preferred stock that can convert to common stock.	1-8, 10-18	Convertible Securities
Emerging Market Securities: Securities issued by issuers or governments in countries with emerging economies or securities markets which may be undergoing significant evolution and rapid development.	3, 11	Foreign Investments (including Foreign Currencies)
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.	1-18	Investment Company Securities and Exchange- Traded Funds
Foreign Currency Transactions: Strategies used to hedge against currency risks, for other risk management purposes or to increase income or gain to a Fund. These strategies may consist of use of any of the following: options on currencies, currency futures, options on such futures, forward foreign currency transactions (including non- deliverable forwards (“NDFs”)), forward rate agreements and currency swaps, caps and floors.	1-2, 4-8, 11-18	Foreign Investments (including Foreign Currencies)
Foreign Investments: Equity securities of foreign entities and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) and American Depositary Securities (“ADSs”). A Fund may also use forward foreign currency contracts in connection with its foreign investments.	1-8, 10-18	Foreign Investments (including Foreign Currencies)
Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility.	1-18	Miscellaneous Investment Strategies and Risks
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.	1-18	Investment Company Securities and Exchange- Traded Funds
Master Limited Partnerships (“MLPs”): Limited partnerships that are publicly traded on a securities exchange.	7-10, 13-18	Master Limited Partnerships
New Financial Products: New options and futures contracts and other financial products continue to be developed and a Fund may invest in such options, contracts and products.	1-18	Miscellaneous Investment Strategies and Risks
Options and Futures Transactions: A 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.	1-18	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.	1-18	Equity Securities, Warrants and Rights
Private Placements, Restricted Securities and Other UnregisteredSecurities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities.	1-9, 11-18	Miscellaneous Investment Strategies and Risks

Part I - 6

Instrument	Fund Code	Part II Section Reference
Real Estate Investment Trusts (“REITs”): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest.	1-18	Real Estate Investment Trusts
Securities Issued in Connection with Reorganizations andCorporate 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.	1-18	Miscellaneous Investment Strategies and Risks
Securities Lending: The lending of up to 33 1∕3% of a Fund’s total assets. In return a Fund will receive cash as collateral.	1-18	Securities Lending
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”).	1-18	U.S. Government Obligations
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.	1-18	When-Issued Securities, Delayed Delivery Securities and Forward Commitments

ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES

Investment Requirements

Because each Fund is passively managed, it must invest at least 80% of its assets, exclusive of collateral held from securities lending (if any) in component securities of the index which each Fund seeks to track (each, an “Underlying Index”) and in depositary receipts representing such component securities (to the extent applicable). Any depositary receipts held by a Fund will be negotiable securities that represent ownership of a non-U.S. company’s publicly traded stock. The Adviser believes that, in certain cases, holding one or more depositary receipts rather than the component securities of the relevant Underlying Index, will improve the liquidity, tradability, and settlement of that Fund’s then current portfolio deposit (thereby improving the efficiency of the creation and redemption process and facilitating efficient arbitrage activity), while at the same time permitting a Fund to maintain direct exposure to component securities of its Underlying Index.

DIVERSIFICATION

The Trust is a registered management investment company. Each Fund intends to meet the diversification requirements of the 1940 Act. However, each BetaBuilders Fund may become “non-diversified” solely as a result of a change in the relative market capitalization or index weighting of one or more constituents of the Underlying Index. As of the date of this SAI, the BetaBuilders Emerging Markets Equity ETF may only become “non-diversified” to the extent that it replicates its Underlying Index in the future. 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 a Fund’s purchases or sales of securities (excluding short-term securities) by the average market value of the Fund. The Adviser intends to manage each 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 a 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

Part I - 7

turnover also results in higher transaction costs. To the extent that net short-term capital gains are realized by a 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 table below sets forth the Funds’ portfolio turnover rate for the two most recently completed fiscal years:

	Fiscal Year Ended October 31,
Fund	2022	2023
BetaBuilders Canada ETF	5%	3%
BetaBuilders Developed Asia Pacific ex-Japan ETF	14%	6%
BetaBuilders Emerging Markets Equity ETF1	-	14%
BetaBuilders Europe ETF	7%	6%
BetaBuilders International Equity ETF	6%	5%
BetaBuilders Japan ETF	4%	3%
BetaBuilders U.S. Equity ETF	4%	3%
BetaBuilders U.S. Mid Cap Equity ETF	30%	25%
BetaBuilders U.S. Small Cap Equity ETF2	30%	41%
Carbon Transition U.S. Equity ETF3	16%	20%
Emerging Markets Equity ETF	33%	33%
International Equity ETF	28%	26%
U.S. Equity ETF	22%	28%
U.S. Mid Cap Equity ETF	24%	24%
U.S. Momentum Factor ETF	43%	43%
U.S. Quality Factor ETF	18%	21%
U.S. Small Cap Equity ETF	26%	28%
U.S. Value Factor ETF	21%	26%

The Fund commenced operations on 5/10/2023.

The Fund commenced operations on 11/16/2020.

The Fund commenced operations on 12/9/2020.

TRUSTEES

Standing Committees

As of the fiscal year ended October 31, 2023, there were seven standing committees of the Board of Trustees: (i) the Audit and Valuation Committee, (ii) the Compliance Committee, (iii) the Governance Committee, (iv) the Equity Committee, (v) the ETF Committee, (vi) the Fixed Income Committee, and (vii) the Money Market and Alternative Products Committee. The following table shows how often each Committee met during the fiscal year ended October 31, 2023:

Committee	Fiscal Year Ended October 31, 2023
Audit and Valuation Committee	4
Compliance Committee	4
Governance Committee	5
Equity Committee	7
ETF Committee	4
Fixed Income Committee	6
Money Market and Alternative Products Committee	6

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

Part I - 8

Ownership of Securities

The following table shows the dollar range of each Trustee’s beneficial ownership of equity securities in the Funds and each Trustee’s aggregate dollar range of ownership in the J.P. Morgan Funds as of December 31, 2023:

Name of Trustee	Dollar Range of Equity Securities in BetaBuilders Canada ETF	Dollar Range of Equity Securities in BetaBuilders Developed Asia Pacific ex-Japan ETF	Dollar Range of Equity Securities in BetaBuilders Emerging Markets Equity ETF	Dollar Range of Equity Securities in BetaBuilders Europe ETF	Dollar Range of Equity Securities in BetaBuilders International Equity ETF
Independent Trustees
John F. Finn	None	None	None	None	None
Stephen P. Fisher	None	None	None	None	None
Gary L. French	None	None	None	None	None
Kathleen M. Gallagher	None	None	None	None	None
Robert J. Grassi	None	$10,001– $50,000	None	None	$1– $10,000
Frankie D. Hughes	None	None	None	None	None
Raymond Kanner	None	None	None	None	None
Thomas P. Lemke	None	None	None	None	None
Lawrence R. Maffia	None	None	None	None	Over $100,000
Mary E. Martinez	None	None	None	None	None
Marilyn McCoy	None	None	None	None	None
Dr. Robert A. Oden, Jr.	None	None	None	None	None
Marian U. Pardo	None	None	None	None	None
Emily A. Youssouf	None	None	None	None	None
Interested Trustees
Robert Deutsch	None	None	None	None	None
Nina O. Shenker	None	None	None	None	None

Name of Trustee	Dollar Range of Equity Securities in BetaBuilders Japan ETF	Dollar Range of Equity Securities in BetaBuilders U.S. Equity ETF	Dollar Range of Equity Securities in BetaBuilders U.S. Mid Cap Equity ETF	Dollar Range of Equity Securities in BetaBuilders U.S. Small Cap Equity ETF	Dollar Range of Equity Securities in Carbon Transition U.S. Equity ETF
Independent Trustees
John F. Finn	None	None	None	None	None
Stephen P. Fisher	None	None	None	None	None
Gary L. French	$1– $10,000	None	None	None	None
Kathleen M. Gallagher	None	None	None	None	None
Robert J. Grassi	None	Over $100,000	$10,001– $50,000	$10,001– $50,000	None
Frankie D. Hughes	None	None	None	None	None
Raymond Kanner	None	None	None	None	None
Thomas P. Lemke	None	None	None	None	None
Lawrence R. Maffia	None	None	None	None	None
Mary E. Martinez	None	None	None	None	None
Marilyn McCoy	None	None	None	None	None
Dr. Robert A. Oden, Jr.	None	None	None	None	None
Marian U. Pardo	None	None	None	None	None
Emily A. Youssouf	None	None	None	None	None
Interested Trustees
Robert Deutsch	None	None	None	None	None
Nina O. Shenker	None	None	None	None	None

Part I - 9

Name of Trustee	Dollar Range of Equity Securities in Emerging Markets Equity ETF	Dollar Range of Equity Securities in International Equity ETF	Dollar Range of Equity Securities in U.S. Equity ETF	Dollar Range of Equity Securities in U.S. Mid Cap Equity ETF	Dollar Range of Equity Securities in U.S. Momentum Factor ETF
Independent Trustees
John F. Finn	None	None	None	None	None
Stephen P. Fisher	None	None	None	None	None
Gary L. French	None	None	None	None	None
Kathleen M. Gallagher	None	None	None	None	None
Robert J. Grassi	None	None	$10,001– $50,000	None	None
Frankie D. Hughes	None	None	None	None	None
Raymond Kanner	None	None	None	None	None
Thomas P. Lemke	None	None	None	None	None
Lawrence R. Maffia	None	None	None	None	None
Mary E. Martinez	None	None	None	None	None
Marilyn McCoy	None	None	None	None	None
Dr. Robert A. Oden, Jr.	None	None	None	None	None
Marian U. Pardo	None	None	None	None	None
Emily A. Youssouf	None	None	$10,001– $50,000	None	None
Interested Trustees
Robert Deutsch	None	None	None	None	None
Nina O. Shenker	None	None	None	None	None

Name of Trustee	Dollar Range of Equity Securities in U.S. Quality Factor ETF	Dollar Range of Equity Securities in U.S. Small Cap Equity ETF	Dollar Range of Equity Securities in U.S. Value Factor ETF	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by the Trustee in Family of Investment Companies1,2
Independent Trustees
John F. Finn	None	None	None	Over $100,000
Stephen P. Fisher	None	None	None	Over $100,000
Gary L. French	None	None	None	Over $100,000
Kathleen M. Gallagher	None	None	None	Over $100,000
Robert J. Grassi	None	None	None	Over $100,000
Frankie D. Hughes	None	None	None	Over $100,000
Raymond Kanner	None	None	None	Over $100,000
Thomas P. Lemke	None	None	None	Over $100,000
Lawrence R. Maffia	None	None	None	Over $100,000
Mary E. Martinez	None	None	None	Over $100,000
Marilyn McCoy	None	None	None	Over $100,000
Dr. Robert A. Oden, Jr.	None	None	None	Over $100,000
Marian U. Pardo	None	None	None	Over $100,000
Emily A. Youssouf	None	None	None	Over $100,000
Interested Trustees
Robert Deutsch	None	None	None	Over $100,000
Nina O. Shenker	None	None	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 nine registered investment companies (167 J.P. Morgan Funds).

For Mses. Gallagher and McCoy and Messrs. Finn, Fisher, Kanner and Oden, these amounts include deferred compensation balances, as of 12/31/23, through participation in the J.P. Morgan Funds’ Deferred Compensation Plan for Eligible Trustees. For a more complete discussion, see the “Trustee Compensation” section in Part II of this SAI.

Part I - 10

As of December 31, 2023, none of the Independent Trustees or their immediate family members owned securities of the Adviser or JPMDS or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or JPMDS.

Trustee Compensation

For the year ended December 31, 2023, the Trustees were paid an annual fee of $420,000 (with any new trustees receiving a pro rata portion of the base fee depending on when each became a trustee) and reimbursed for expenses incurred in connection with service as a Trustee. Effective January 1, 2024, the Trustees are paid an annual fee of $436,800 (with any new trustees receiving a pro rata portion of the base fee depending on when each became a trustee) and are reimbursed for expenses incurred in connection with service as a Trustee. Committee chairs who are not already receiving an additional fee will each be paid $65,000 annually in addition to their base fee. In addition to the base fee, the Chair of the Board of Trustees receives $240,000 annually and is reimbursed expenses in the amount of $4,000 per month. The Chair of the Board of Trustees receives no additional compensation for service as committee chair. In addition to the base fee, the Vice Chair of the Board of Trustees receives $140,000 annually.

For funds that are series of the J.P. Morgan Exchange-Traded Fund Trust and which have a unitary management fee, Trustee compensation for the fund is paid from the management fee by JPMIM. For all other funds, Trustee compensation is paid by the fund. Aggregate Trustee compensation for each Trustee paid by a Fund and all funds in the Fund Complex for the calendar year ended December 31, 2023, is set forth below:

Name of Trustee	BetaBuilders Canada ETF	BetaBuilders Developed Asia Pacific ex-Japan ETF	BetaBuilders Emerging Markets Equity ETF	BetaBuilders Europe ETF	BetaBuilders International Equity ETF
Independent Trustees
John F. Finn	$3,779	$3,137	$1,000	$4,039	$2,840
Stephen P. Fisher	2,815	2,452	961	2,963	2,285
Gary L. French	2,457	2,198	947	2,563	2,078
Kathleen M. Gallagher	2,815	2,452	961	2,963	2,285
Robert J. Grassi	2,457	2,198	947	2,563	2,078
Frankie D. Hughes	2,457	2,198	947	2,563	2,078
Raymond Kanner	2,815	2,452	961	2,963	2,285
Thomas P. Lemke	2,457	2,198	947	2,563	2,078
Lawrence R. Maffia	2,457	2,198	947	2,563	2,078
Mary E. Martinez	3,228	2,746	978	3,424	2,523
Marilyn McCoy	2,457	2,198	947	2,563	2,078
Dr. Robert A. Oden, Jr.	2,815	2,452	961	2,963	2,285
Marian U. Pardo	2,815	2,452	961	2,963	2,285
Emily A. Youssouf	2,457	2,198	947	2,563	2,078
Interested Trustees
Robert Deutsch	2,815	2,452	961	2,963	2,285
Nina O. Shenker8	2,457	2,198	947	2,563	2,078

Name of Trustee	BetaBuilders Japan ETF	BetaBuilders U.S. Equity ETF	BetaBuilders U.S. Mid Cap Equity ETF	BetaBuilders U.S. Small Cap Equity ETF	Carbon Transition U.S. Equity ETF
Independent Trustees
John F. Finn	$4,521	$2,201	$2,128	$1,814	$1,570
Stephen P. Fisher	3,235	1,923	1,882	1,704	1,567
Gary L. French	2,757	1,820	1,791	1,664	1,566
Kathleen M. Gallagher	3,235	1,923	1,882	1,704	1,567
Robert J. Grassi	2,757	1,820	1,791	1,664	1,566
Frankie D. Hughes	2,757	1,820	1,791	1,664	1,566
Raymond Kanner	3,235	1,923	1,882	1,704	1,567
Thomas P. Lemke	2,757	1,820	1,791	1,664	1,566
Lawrence R. Maffia	2,757	1,820	1,791	1,664	1,566
Mary E. Martinez	3,786	2,042	1,987	1,751	1,568
Marilyn McCoy	2,757	1,820	1,791	1,664	1,566
Dr. Robert A. Oden, Jr.	3,235	1,923	1,882	1,704	1,567
Marian U. Pardo	3,235	1,923	1,882	1,704	1,567
Emily A. Youssouf	2,757	1,820	1,791	1,664	1,566

Part I - 11

Name of Trustee	BetaBuilders Japan ETF	BetaBuilders U.S. Equity ETF	BetaBuilders U.S. Mid Cap Equity ETF	BetaBuilders U.S. Small Cap Equity ETF	Carbon Transition U.S. Equity ETF
Interested Trustees
Robert Deutsch	$3,235	$1,923	$1,882	$1,704	$1,567
Nina O. Shenker8	2,757	1,820	1,791	1,664	1,566

Name of Trustee	Emerging Markets Equity ETF	International Equity ETF	U.S. Equity ETF	U.S. Mid Cap Equity ETF	U.S. Momentum Factor ETF
Independent Trustees
John F. Finn	$1,664	$1,791	$1,742	$1,683	$1,660
Stephen P. Fisher	1,620	1,692	1,664	1,631	1,617
Gary L. French	1,603	1,655	1,635	1,611	1,602
Kathleen M. Gallagher	1,620	1,692	1,664	1,631	1,617
Robert J. Grassi	1,603	1,655	1,635	1,611	1,602
Frankie D. Hughes	1,603	1,655	1,635	1,611	1,602
Raymond Kanner	1,620	1,692	1,664	1,631	1,617
Thomas P. Lemke	1,603	1,655	1,635	1,611	1,602
Lawrence R. Maffia	1,603	1,655	1,635	1,611	1,602
Mary E. Martinez	1,639	1,734	1,697	1,653	1,635
Marilyn McCoy	1,603	1,655	1,635	1,611	1,602
Dr. Robert A. Oden, Jr.	1,620	1,692	1,664	1,631	1,617
Marian U. Pardo	1,620	1,692	1,664	1,631	1,617
Emily A. Youssouf	1,603	1,655	1,635	1,611	1,602
Interested Trustees
Robert Deutsch	1,620	1,692	1,664	1,631	1,617
Nina O. Shenker8	1,603	1,655	1,635	1,611	1,602

Name of Trustee	U.S. Quality Factor ETF	U.S. Small Cap Equity ETF	U.S. Value Factor ETF	Total Compensation Paid From Fund Complex1
Independent Trustees
John F. Finn	$2,093	$1,700	$1,800	$660,000
Stephen P. Fisher	1,862	1,640	1,697	485,000
Gary L. French	1,776	1,618	1,658	420,0002
Kathleen M. Gallagher	1,862	1,640	1,697	485,0003
Robert J. Grassi	1,776	1,618	1,658	420,000
Frankie D. Hughes	1,776	1,618	1,658	420,000
Raymond Kanner	1,862	1,640	1,697	485,0004
Thomas P. Lemke	1,776	1,618	1,658	420,0005
Lawrence R. Maffia	1,776	1,618	1,658	420,000
Mary E. Martinez	1,961	1,666	1,741	560,000
Marilyn McCoy	1,776	1,618	1,658	420,0006
Dr. Robert A. Oden, Jr.	1,862	1,640	1,697	485,000
Marian U. Pardo	1,862	1,640	1,697	485,000
Emily A. Youssouf	1,776	1,618	1,658	420,0002
Interested Trustees
Robert Deutsch	1,862	1,640	1,697	485,0007
Nina O. Shenker8	1,776	1,618	1,658	420,0006

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 nine registered investment companies (167 J.P. Morgan Funds).

Includes $126,000 of Deferred Compensation.

Includes $145,500 of Deferred Compensation.

Includes $485,000 of Deferred Compensation.

Includes $252,000 of Deferred Compensation.

Includes $420,000 of Deferred Compensation.

Includes $194,000 of Deferred Compensation.

The compensation Ms. Shenker received from the Funds for the period ended 12/31/23 was reimbursed by JPMIM.

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

Part I - 12

INVESTMENT ADVISER AND ADMINISTRATOR

Management Fees

The table below sets forth the management fees paid by the Funds to JPMIM as investment adviser and administrator with respect to the fiscal years indicated:

	Fiscal Year Ended
Fund	October 31, 2021	October 31, 2022	October 31, 2023
BetaBuilders Canada ETF	$9,726,400	$11,811,284	$11,280,516
BetaBuilders Developed Asia Pacific ex-Japan ETF	6,484,147	7,680,737	7,963,512
BetaBuilders Emerging Markets Equity ETF1	N/A	N/A	309,273
BetaBuilders Europe ETF	5,789,550	6,656,195	5,930,443
BetaBuilders International Equity ETF	2,317,139	2,134,418	2,350,840
BetaBuilders Japan ETF	15,297,547	13,462,470	14,823,136
BetaBuilders U.S. Equity ETF	100,002	205,372	323,743
BetaBuilders U.S. Mid Cap Equity ETF	1,099,041	1,028,162	1,043,635
BetaBuilders U.S. Small Cap Equity ETF2	258,599	403,474	588,295
Carbon Transition U.S. Equity ETF3	33,812	33,879	33,396
Emerging Markets Equity ETF	888,150	722,512	1,178,031
International Equity ETF	3,290,283	2,840,842	2,295,229
U.S. Equity ETF	1,187,391	1,045,759	873,022
U.S. Mid Cap Equity ETF	592,509	590,788	773,219
U.S. Momentum Factor ETF	214,553	283,720	305,452
U.S. Quality Factor ETF	475,911	545,487	1,585,255
U.S. Small Cap Equity ETF	504,263	606,846	1,062,901
U.S. Value Factor ETF	678,193	614,120	744,341

The Fund commenced operations on 5/10/2023.

The Fund commenced operations on 11/16/2020.

The Fund commenced operations on 12/9/2020.

For more information about the Adviser and the Administrator, see the “Investment Adviser” and “Administrator” sections in Part II of this SAI.

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 each portfolio manager as of October 31, 2023:

	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Fund	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)
BetaBuilders Canada ETF
Nicholas D’Eramo	19	$51,169,296	10	$28,979,187	4	$539,250
Michael Loeffler	19	51,169,296	10	28,979,187	4	539,250
Oliver Furby	12	34,548,442	10	28,979,187	2	227,013
Alex Hamilton	12	34,548,442	10	28,979,187	245	5,230,724
BetaBuilders Developed Asia Pacific ex-Japan ETF
Nicholas D’Eramo	19	53,046,369	10	28,979,187	4	539,250
Michael Loeffler	19	53,046,369	10	28,979,187	4	539,250
Oliver Furby	12	36,425,515	10	28,979,187	2	227,013
Alex Hamilton	12	36,425,515	10	28,979,187	245	5,230,724
BetaBuilders Emerging Markets Equity ETF
Nicholas D’Eramo	19	56,372,865	10	28,979,187	4	539,250
Michael Loeffler	19	56,372,865	10	28,979,187	4	539,250
Oliver Furby	12	39,752,012	10	28,979,187	2	227,013
Alex Hamilton	12	39,752,012	10	28,979,187	245	5,230,724
BetaBuilders Europe ETF
Nicholas D’Eramo	19	51,712,910	10	28,979,187	4	539,250
Michael Loeffler	19	51,712,910	10	28,979,187	4	539,250

Part I - 13

	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Fund	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)
Oliver Furby	12	$35,092,057	10	$28,979,187	2	$227,013
Alex Hamilton	12	35,092,057	10	28,979,187	245	5,230,724
BetaBuilders International Equity ETF
Nicholas D’Eramo	19	53,296,065	10	28,979,187	4	539,250
Michael Loeffler	19	53,296,065	10	28,979,187	4	539,250
Oliver Furby	12	36,675,211	10	28,979,187	2	227,013
Alex Hamilton	12	36,675,211	10	28,979,187	245	5,230,724
BetaBuilders Japan ETF
Nicholas D’Eramo	19	48,059,845	10	28,979,187	4	539,250
Michael Loeffler	19	48,059,845	10	28,979,187	4	539,250
Oliver Furby	12	31,438,991	10	28,979,187	2	227,013
Alex Hamilton	12	31,438,991	10	28,979,187	245	5,230,724
BetaBuilders U.S. Equity ETF
Nicholas D’Eramo	19	54,683,552	10	28,979,187	4	539,250
Michael Loeffler	19	54,683,552	10	28,979,187	4	539,250
Oliver Furby	12	38,062,698	10	28,979,187	2	227,013
Alex Hamilton	12	38,062,698	10	28,979,187	245	5,230,724
BetaBuilders U.S. Mid Cap Equity ETF
Nicholas D’Eramo	19	55,442,162	10	28,979,187	4	539,250
Michael Loeffler	19	55,442,162	10	28,979,187	4	539,250
Oliver Furby	12	38,821,308	10	28,979,187	2	227,013
Alex Hamilton	12	38,821,308	10	28,979,187	245	5,230,724
BetaBuilders U.S. Small Cap Equity ETF
Nicholas D’Eramo	19	56,232,548	10	28,979,187	4	539,250
Michael Loeffler	19	56,232,548	10	28,979,187	4	539,250
Oliver Furby	12	39,611,694	10	28,979,187	2	227,013
Alex Hamilton	12	39,611,694	10	28,979,187	245	5,230,724
Carbon Transition U.S. Equity ETF
Yazann Romahi	10	5,189,159	11	2,419,126	7	643,513
Aijaz Hussain	3	1,715,254	15	2,551,632	4	2,114,406
Natalia Zvereva	8	5,135,752	0	0	1	233,726
Emerging Markets Equity ETF
Yazann Romahi	10	4,924,893	11	2,419,126	7	643,513
Joe Staines	11	7,604,665	16	3,592,902	8	7,594,452
Kartik Aiyar	3	1,387,173	10	3,329,928	3	419,625
Yegang (Steven) Wu	10	6,184,461	12	3,551,112	4	5,151,494
Natalia Zvereva	8	4,871,485	0	0	1	233,726
International Equity ETF
Yazann Romahi	10	4,841,664	11	2,419,126	7	643,513
Joe Staines	11	7,521,436	16	3,592,902	8	7,594,452
Kartik Aiyar	3	1,303,944	10	3,329,928	3	419,625
Yegang (Steven) Wu	10	6,101,232	12	3,551,112	4	5,151,494
Natalia Zvereva	8	4,788,256	0	0	1	233,726
U.S. Equity ETF
Yazann Romahi	10	4,774,667	11	2,419,126	7	643,513
Joe Staines	11	7,454,439	16	3,592,902	8	7,594,452
Yegang (Steven) Wu	10	6,034,234	12	3,551,112	4	5,151,494
Natalia Zvereva	8	4,721,259	0	0	1	233,726
U.S. Mid Cap Equity ETF
Yazann Romahi	10	4,884,769	11	2,419,126	7	643,513
Joe Staines	11	7,564,541	16	3,592,902	8	7,594,452
Yegang (Steven) Wu	10	6,144,336	12	3,551,112	4	5,151,494
Natalia Zvereva	8	4,831,361	0	0	1	233,726
U.S. Small Cap Equity ETF
Yazann Romahi	10	4,808,624	11	2,419,126	7	643,513
Joe Staines	11	7,488,396	16	3,592,902	8	7,594,452
Yegang (Steven) Wu	10	6,068,192	12	3,551,112	4	5,151,494

Part I - 14

	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Fund	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)
Natalia Zvereva	8	$4,755,217	0	$0	1	$233,726
U.S. Momentum Factor ETF
Yazann Romahi	10	4,892,933	11	2,419,126	7	643,513
Joe Staines	11	7,572,704	16	3,592,902	8	7,594,452
Yegang (Steven) Wu	10	6,152,500	12	3,551,112	4	5,151,494
Natalia Zvereva	8	4,839,525	0	0	1	233,726
U.S. Quality Factor ETF
Yazann Romahi	10	2,784,173	11	2,419,126	7	643,513
Joe Staines	11	5,463,945	16	3,592,902	8	7,594,452
Yegang (Steven) Wu	10	4,043,740	12	3,551,112	4	5,151,494
Natalia Zvereva	8	2,730,765	0	0	1	233,726
U.S. Value Factor ETF
Yazann Romahi	10	4,511,187	11	2,419,126	7	643,513
Joe Staines	11	7,190,959	16	3,592,902	8	7,594,452
Yegang (Steven) Wu	10	5,770,754	12	3,551,112	4	5,151,494
Natalia Zvereva	8	4,457,779	0	0	1	233,726

The following table shows information regarding the other accounts managed by each portfolio manager that have advisory fees wholly or partly based on performance as of October 31, 2023:

	Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Fund	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)
BetaBuilders Canada ETF
Nicholas D’Eramo	0	$0	0	$0	0	$0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders Developed Asia Pacific ex-Japan ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders Emerging Markets Equity ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders Europe ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders International Equity ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders Japan ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders U.S. Equity ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0

Part I - 15

	Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Fund	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)
Oliver Furby	0	$0	0	$0	0	$0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders U.S. Mid Cap Equity ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
BetaBuilders U.S. Small Cap Equity ETF
Nicholas D’Eramo	0	0	0	0	0	0
Michael Loeffler	0	0	0	0	0	0
Oliver Furby	0	0	0	0	0	0
Alex Hamilton	0	0	0	0	0	0
Carbon Transition U.S. Equity ETF
Yazann Romahi	0	0	0	0	1	308,372
Aijaz Hussain	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
Emerging Markets Equity ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Kartik Aiyar	0	0	0	0	1	308,372
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
International Equity ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Kartik Aiyar	0	0	0	0	1	308,372
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
U.S. Equity ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
U.S. Mid Cap Equity ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
U.S. Small Cap Equity ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
U.S. Momentum Factor ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
U.S. Quality Factor ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0
Yegang (Steven) Wu	0	0	0	0	0	0
Natalia Zvereva	0	0	0	0	0	0
U.S. Value Factor ETF
Yazann Romahi	0	0	0	0	1	308,372
Joe Staines	0	0	0	0	0	0

Part I - 16

	Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Fund	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)	Number of Accounts	Total Assets ($ thousands)
Yegang (Steven) Wu	0	$0	0	$0	0	$0
Natalia Zvereva	0	0	0	0	0	0

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

The following table indicates the dollar range of securities beneficially owned by each portfolio manager, as of October 31, 2023. Aggregate Dollar Range, if applicable, includes each portfolio manager’s deferred compensation balance attributable to each Fund through participation in the Adviser’s deferred compensation plan. If applicable, this reflects an obligation of the Adviser to pay deferred compensation to the portfolio manager at a future date in an amount based on the performance of that Fund and accordingly, is the economic equivalent of an investment in Fund Shares.

	Aggregate Dollar Range of Securities in the Fund
Fund	None	$1- $10,000	$10,001- $50,000	$50,001- $100,000	$100,001- $500,000	$500,001- $1,000,000	Over $1,000,000
BetaBuilders Canada ETF
Nicholas D’Eramo		X
Michael Loeffler		X
Oliver Furby		X
Alex Hamilton		X
BetaBuilders Developed Asia Pacific ex-Japan ETF
Nicholas D’Eramo	X
Michael Loeffler	X
Oliver Furby	X
Alex Hamilton	X
BetaBuilders Emerging Markets Equity ETF
Nicholas D’Eramo	X
Michael Loeffler	X
Oliver Furby	X
Alex Hamilton	X
BetaBuilders Europe ETF
Nicholas D’Eramo	X
Michael Loeffler	X
Oliver Furby	X
Alex Hamilton	X
BetaBuilders International Equity ETF
Nicholas D’Eramo			X
Michael Loeffler			X
Oliver Furby			X
Alex Hamilton		X
BetaBuilders Japan ETF
Nicholas D’Eramo	X
Michael Loeffler	X
Oliver Furby	X
Alex Hamilton	X
BetaBuilders U.S. Equity ETF
Nicholas D’Eramo			X
Michael Loeffler			X
Oliver Furby					X
Alex Hamilton				X
BetaBuilders U.S. Mid Cap Equity ETF
Nicholas D’Eramo	X
Michael Loeffler		X
Oliver Furby			X
Alex Hamilton	X

Part I - 17

	Aggregate Dollar Range of Securities in the Fund
Fund	None	$1- $10,000	$10,001- $50,000	$50,001- $100,000	$100,001- $500,000	$500,001- $1,000,000	Over $1,000,000
BetaBuilders U.S. Small Cap Equity ETF
Nicholas D’Eramo	X
Michael Loeffler		X
Oliver Furby			X
Alex Hamilton			X
Carbon Transition U.S. Equity ETF
Yazann Romahi	X
Aijaz Hussain	X
Natalia Zvereva		X
Emerging Markets Equity ETF
Yazann Romahi	X
Joe Staines	X
Kartik Aiyar	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
International Equity ETF
Yazann Romahi	X
Joe Staines	X
Kartik Aiyar	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
U.S. Equity ETF
Yazann Romahi	X
Joe Staines	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
U.S. Mid Cap Equity ETF
Yazann Romahi	X
Joe Staines	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
U.S. Small Cap Equity ETF
Yazann Romahi	X
Joe Staines	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
U.S. Momentum Factor ETF
Yazann Romahi	X
Joe Staines	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
U.S. Quality Factor ETF
Yazann Romahi	X
Joe Staines	X
Yegang (Steven) Wu	X
Natalia Zvereva		X
U.S. Value Factor ETF
Yazann Romahi	X
Joe Staines	X
Yegang (Steven) Wu	X
Natalia Zvereva		X

Part I - 18

Portfolio Managers’ Compensation

In evaluating each portfolio manager’s performance with respect to the funds he or she manages, the Adviser uses the following indices as benchmarks to evaluate the performance of the portfolio manager with respect to the Funds:

Name of Fund	Benchmark
BetaBuilders Canada ETF	Morningstar® Canada Target Market Exposure IndexSM
BetaBuilders Developed Asia Pacific ex-Japan ETF	Morningstar® Developed Asia Pacific ex-Japan Target Market Exposure IndexSM
BetaBuilders Emerging Markets Equity ETF	Morningstar® Emerging Markets Target Market Exposure IndexSM
BetaBuilders Europe ETF	Morningstar® Developed Europe Target Market Exposure IndexSM
BetaBuilders International Equity ETF	Morningstar® Developed Markets ex-North America Target Market Exposure IndexSM
BetaBuilders Japan ETF	Morningstar® Japan Target Market Exposure IndexSM
BetaBuilders U.S. Equity ETF	Morningstar® US Target Market Exposure IndexSM
BetaBuilders U.S. Mid Cap Equity ETF	Morningstar® US Mid Cap Target Market Exposure Extended IndexSM
BetaBuilders U.S. Small Cap Equity ETF	Morningstar® US Small Cap Target Market Exposure Extended IndexSM
Carbon Transition U.S. Equity ETF	JPMorgan Asset Management Carbon Transition U.S. Equity Index
Carbon Transition U.S. Equity ETF	Russell 1000 Index
Emerging Markets Equity ETF	JP Morgan Diversified Factor Emerging Markets Equity Index
Emerging Markets Equity ETF	FTSE Emerging Index
International Equity ETF	JP Morgan Diversified Factor International Equity Index
International Equity ETF	FTSE Developed ex North America Index
U.S. Equity ETF	JP Morgan Diversified Factor US Equity Index
U.S. Equity ETF	Russell 1000 Index
U.S. Mid Cap Equity ETF	JP Morgan Diversified Factor US Mid Cap Equity Index
U.S. Mid Cap Equity ETF	Russell Midcap Index
U.S. Small Cap Equity ETF	JP Morgan Diversified Factor US Small Cap Equity Index
U.S. Small Cap Equity ETF	Russell 2000 Index
U.S. Momentum Factor ETF	JP Morgan US Momentum Factor Index
U.S. Momentum Factor ETF	Russell 1000 Growth Index
U.S. Quality Factor ETF	JP Morgan US Quality Factor Index
U.S. Quality Factor ETF	Russell 1000 Index
U.S. Value Factor ETF	JP Morgan US Value Factor Index
U.S. Value Factor ETF	Russell 1000 Value 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.

FUND ACCOUNTING AGENT

Fund Accounting Fees

JPMIM is responsible for paying the Funds’ fund accounting fees to JPMorgan Chase Bank under the Management Agreement. The table below sets forth the fund accounting fees paid by JPMIM for the fiscal years indicated:

	Fiscal Year Ended
Fund	October 31, 2021	October 31, 2022	October 31, 2023
BetaBuilders Canada ETF	$149,517	$174,442	$148,788
BetaBuilders Developed Asia Pacific ex-Japan ETF	101,703	112,901	105,270
BetaBuilders Emerging Markets Equity ETF1	N/A	N/A	9,516
BetaBuilders Europe ETF	191,446	206,978	166,427
BetaBuilders International Equity ETF	184,187	171,015	139,599
BetaBuilders Japan ETF	233,330	198,295	196,526
BetaBuilders U.S. Equity ETF	22,500	30,076	42,791
BetaBuilders U.S. Mid Cap Equity ETF	46,295	41,510	37,890

Part I - 19

	Fiscal Year Ended
Fund	October 31, 2021	October 31, 2022	October 31, 2023
BetaBuilders U.S. Small Cap Equity ETF2	$21,563	$22,500	$20,262
Carbon Transition U.S. Equity ETF3	20,625	22,500	20,208
Emerging Markets Equity ETF	22,500	22,500	20,208
International Equity ETF	25,558	22,811	20,232
U.S. Equity ETF	22,500	22,500	20,208
U.S. Mid Cap Equity ETF	22,500	22,500	20,208
U.S. Momentum Factor ETF	22,500	22,500	20,208
U.S. Quality Factor ETF	22,500	22,500	35,094
U.S. Small Cap Equity ETF	22,500	22,500	20,208
U.S. Value Factor ETF	24,102	22,500	20,309

The Fund commenced operations on 5/10/2023.

The Fund commenced operations on 11/16/2020.

The Fund commenced operations on 12/9/2020.

For more information, see the “Custody and Fund Accounting Fees and Expenses” section in Part II of this SAI.

SECURITIES LENDING ACTIVITIES

To the extent that any Funds engaged in securities lending during the fiscal year ended October 31, 2023, such Funds and information concerning the amounts of income and fees/compensation related to securities lending activities are described below:

	BetaBuilders Canada ETF	BetaBuilders Developed Asia Pacific ex-Japan ETF	BetaBuilders Emerging Markets Equity ETF	BetaBuilders Europe ETF	BetaBuilders International Equity ETF
Gross Income from Securities Lending Activities1	$17,599,471	$241,799	$660	$6,954,574	$1,866,515
Fees and/or Compensation for Securities Lending Activities
Revenue Split2	245,100	2,842	52	193,369	50,702
Cash Collateral Management Fees3	382,744	5,662	—	94,446	24,775
Administrative Fees	—	—	—	—	—
Indemnification Fees	—	—	—	—	—
Rebates to Borrowers	14,061,834	197,697	12	4,470,888	1,203,868
Others Fees	—	—	1	—	—
Aggregate Fees/Compensation for Securities Lending Activities	14,689,678	206,201	65	4,758,702	1,279,345
Net Income from the Securities Lending Activities	2,909,793	35,598	595	2,195,872	587,170

	BetaBuilders Japan ETF	BetaBuilders U.S. Equity ETF	BetaBuilders U.S. Mid Cap Equity ETF	BetaBuilders U.S. Small Cap Equity ETF	Diversified Return Emerging Markets Equity ETF
Gross Income from Securities Lending Activities1	$3,103,004	$585,316	$6,561,959	$3,681,173	$2,536
Fees and/or Compensation for Securities Lending Activities
Revenue Split2	31,882	8,169	158,097	111,529	59
Cash Collateral Management Fees3	56,451	8,097	72,038	36,357	75
Administrative Fees	—	—	—	—	—
Indemnification Fees	—	—	—	—	—
Rebates to Borrowers	2,655,795	474,373	4,511,291	2,249,339	1,680
Others Fees	—	—	—	—	—
Aggregate Fees/Compensation for Securities Lending Activities	2,744,128	490,639	4,741,426	2,397,224	1,813
Net Income from the Securities Lending Activities	358,876	94,677	1,820,533	1,283,949	723

Part I - 20

	Diversified Return International Equity ETF	Diversified Return U.S. Equity ETF	Diversified Return U.S. Mid Cap Equity ETF	Diversified Return U.S. Small Cap Equity ETF	U.S. Momentum Factor ETF
Gross Income from Securities Lending Activities1	$490,839	$290,370	$224,650	$1,349,635	$54,166
Fees and/or Compensation for Securities Lending Activities
Revenue Split2	13,008	998	853	20,527	2,652
Cash Collateral Management Fees3	6,561	4,709	3,274	17,042	1,168
Administrative Fees	—	—	—	—	—
Indemnification Fees	—	—	—	—	—
Rebates to Borrowers	323,864	274,417	212,634	1,080,343	20,904
Others Fees	—	—	—	—	—
Aggregate Fees/ Compensation for Securities Lending Activities	343,433	280,125	216,761	1,117,912	24,724
Net Income from the Securities Lending Activities	147,406	10,245	7,889	231,723	29,442

	U.S. Quality Factor ETF	U.S. Value Factor ETF
Gross Income from Securities Lending Activities1	$1,945,570	$955,721
Fees and/or Compensation for Securities Lending Activities
Revenue Split2	31,409	8,200
Cash Collateral Management Fees3	26,586	13,449
Administrative Fees	—	—
Indemnification Fees	—	—
Rebates to Borrowers	1,530,894	840,392
Others Fees	—	—
Aggregate Fees/Compensation for Securities Lending Activities	1,588,889	862,041
Net Income from the Securities Lending Activities	356,681	93,680

Gross income includes income from the reinvestment of cash collateral, premium income (i.e. rebates paid by borrowers to a Fund), management fees from a pooled cash collateral reinvestment vehicle that are deducted from the vehicle's assets before income is distributed, and any other income.

Revenue split represents the share of revenue generated by securities lending program and paid to Citibank, N.A.

Cash collateral is reinvested in certain JPMorgan money market funds that are advised by JPMIM (“money market funds”). Cash collateral management fees include the fees and expenses deducted from the money market funds. The contractual management fees are derived using the Total Annual Fund Operating Expenses after Fee Waivers and/or Expense Reimbursements from the money market funds’ most recently available prospectus. Actual fees incurred by the money market funds may differ due to other expenses, fee waivers and expense reimbursements.

For more information, see the “Securities Lending Agent” section in Part II of this SAI.

BROKERAGE

Brokerage Commissions

The Funds paid the following brokerage commissions for the indicated fiscal years:

	Fiscal Year Ended
Fund	October 31, 2021	October 31, 2022	October 31, 2023
BetaBuilders Canada ETF
Total Brokerage Commissions	$50,162	$148,332	$68,584
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—

Part I - 21

	Fiscal Year Ended
Fund	October 31, 2021	October 31, 2022	October 31, 2023
BetaBuilders Developed Asia Pacific ex-Japan ETF
Total Brokerage Commissions	$186,094	$299,749	$176,799
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
BetaBuilders Emerging Markets Equity ETF1
Total Brokerage Commissions	N/A	N/A	202,324
Brokerage Commissions to Affiliated Broker/Dealers	N/A	N/A	—
BetaBuilders Europe ETF
Total Brokerage Commissions	147,901	149,460	118,041
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
BetaBuilders International Equity ETF
Total Brokerage Commissions	65,830	64,453	61,093
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
BetaBuilders Japan ETF
Total Brokerage Commissions	144,898	169,898	138,032
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
BetaBuilders U.S. Equity ETF
Total Brokerage Commissions	3,945	3,641	6,651
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
BetaBuilders U.S. Mid Cap Equity ETF
Total Brokerage Commissions	80,028	115,094	50,110
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
BetaBuilders U.S. Small Cap Equity ETF2
Total Brokerage Commissions	24,156	67,475	146,211
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
Carbon Transition U.S. Equity ETF3
Total Brokerage Commissions	1,723	823	796
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
Emerging Markets Equity ETF
Total Brokerage Commissions	87,756	76,075	95,627
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
International Equity ETF
Total Brokerage Commissions	99,641	77,479	66,658
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
U.S. Equity ETF
Total Brokerage Commissions	32,114	30,969	35,793
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
U.S. Mid Cap Equity ETF
Total Brokerage Commissions	18,261	13,246	21,863
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
U.S. Momentum Factor ETF
Total Brokerage Commissions	9,647	15,927	14,631
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
U.S. Quality Factor ETF
Total Brokerage Commissions	12,120	18,087	42,490
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
U.S. Small Cap Equity ETF
Total Brokerage Commissions	24,055	27,013	65,043
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—
U.S. Value Factor ETF
Total Brokerage Commissions	48,031	32,214	43,060
Brokerage Commissions to Affiliated Broker/Dealers	—	—	—

The Fund commenced operations on 5/10/2023.

The Fund commenced operations on 11/16/2020.

The Fund commenced operations on 12/9/2020.

Part I - 22

Broker Research

For the fiscal year ended October 31, 2023, the Adviser did not allocate brokerage commissions to brokers who provided broker research, including third-party broker research to the Funds.

Securities of Regular Broker-Dealers

As of October 31, 2023, the following Funds owned securities of their regular broker-dealers (or parents thereof) as shown below:

Fund	Name of Broker-Dealer	Value of Securities Owned
BetaBuilders Canada ETF	Bank of Montreal	$184,980,515
	Canadian Imperial Bank of Commerce	111,237,546
BetaBuilders Developed Asia Pacific ex-Japan ETF	Macquarie Group Limited	88,380,671
BetaBuilders Europe ETF	BNP Paribas SA	34,507,303
	UBS Group AG	39,547,733
BetaBuilders International Equity ETF	Crédit Agricole Group	3,278,127
	Nomura Holdings, Inc.	2,764,655
	UBS Group AG	17,358,420
BetaBuilders Japan ETF	Nomura Holdings, Inc.	26,960,023
BetaBuilders U.S. Equity ETF	Bank of America Corp.	10,757,730
	Citigroup, Inc.	4,492,461
	Equitable Holdings	512,376
	Goldman Sachs Group, Inc. (The)	5,914,019
	Morgan Stanley	5,338,270
BetaBuilders U.S. Mid Cap Equity ETF	Jefferies	2,899,193
Carbon Transition U.S. Equity ETF	Bank of America Corp.	40,511
	Citigroup, Inc.	22,786
	Goldman Sachs Group, Inc. (The)	28,236
	Morgan Stanley	22,167
Diversified Return U.S. Equity ETF	Bank of America Corp.	932,647
	Morgan Stanley	1,271,007
	Virtu Financial, Inc.	414,435
Diversified Return U.S. Mid Cap Equity ETF	Jefferies	1,167,104
	Virtu Financial, Inc.	107,353
U.S. Momentum Factor ETF	Jefferies	599,031
	Morgan Stanley	1,681,408
U.S. Quality Factor ETF	Virtu Financial, Inc.	1,221,986
U.S. Value Factor ETF	Citigroup, Inc.	3,738,597

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.

CREATION AND REDEMPTION TRANSACTION FEES. A transaction fee may be 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 Funds may adjust the transaction fee from time to time, and a Fund may waive all or a portion of its applicable transaction fee. An additional charge or a variable charge may be applied to certain creation and redemption transactions, including non-standard orders and whole or partial cash purchases or redemptions. Specifically, a Fund may charge an additional variable fee for creations and redemptions in cash of up to 3% of the amount of a creation transaction (up to 5% for BetaBuilders Emerging Markets Equity ETF and Emerging Markets Equity ETF) and of up to 2% of the amount of a redemption transaction to offset brokerage and other impact expenses associated with the cash transaction. With

Part I - 23

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.

PURCHASE BY OTHER INVESTMENT COMPANIES

For purposes of the 1940 Act, each 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 each Fund.

FINANCIAL INTERMEDIARIES

Compensation Payments

For the fiscal year ended October 31, 2023, JPMIM paid approximately $4,379,434 to financial intermediaries with respect to all series of the Trust pursuant to written agreements with such financial intermediaries.

For a more complete discussion, see the “Compensation to Intermediaries” section in Part II of this SAI.

TAX MATTERS

Capital Loss Carryforwards

As of October 31, 2023, the following Funds had net capital loss carryforwards as follows:

	Capital Loss Carryforward Character
Fund	Short-Term	Long-Term
BetaBuilders Canada ETF	$64,270,716	$137,634,986
BetaBuilders Developed Asia Pacific ex-Japan ETF	103,133,156	135,762,083
BetaBuilders Emerging Markets Equity ETF	535,185	312,990
BetaBuilders Europe ETF	123,586,788	207,235,489
BetaBuilders International Equity ETF	29,397,394	54,939,789
BetaBuilders Japan ETF	65,782,769	230,823,357
BetaBuilders U.S. Equity ETF	30,535,955	11,801,665
BetaBuilders U.S. Mid Cap Equity ETF	157,391,651	133,598,467
BetaBuilders U.S. Small Cap Equity ETF	50,557,459	29,835,755
Carbon Transition U.S. Equity ETF	1,455,965*	1,205,586*
Emerging Markets Equity ETF	27,541,488	9,070,037
International Equity ETF	53,684,631	111,916,925
U.S. Equity ETF	34,559,356	22,862,408
U.S. Mid Cap Equity ETF	21,279,323	10,918,611
U.S. Momentum Factor ETF	31,055,612	13,263,139
U.S. Quality Factor ETF	52,310,857	22,883,195
U.S. Small Cap Equity ETF	30,381,878	21,790,847
U.S. Value Factor ETF	53,754,581	28,161,447

Amount includes capital loss carryforwards which are limited in future years under Internal Revenue Code sections 381-384.

For more information on tax matters, see the “Distributions and Tax Matters” section in Part II of this SAI.

SHARE OWNERSHIP

Trustees and Officers

As of December 31, 2023, the officers and Trustees, as a group, owned less than 1% of the Shares of any Fund.

Part I - 24

Attachment I-A

PRINCIPAL SHAREHOLDERS

Persons who beneficially own 25% or more of the outstanding Shares of a Fund are presumed to “control” (as that term is defined in the 1940 Act) such Funds. As a result, those persons may have the ability to control the outcome on any matter requiring the approval of shareholders of such Funds. The list below includes record owners of over 5% of Shares of the Funds specified below based on the Funds’ books and records. Such shareholders may hold their Shares on behalf of other beneficial owners and may not be beneficial owners of the share classes identified.

Name of Fund	Name and Address of Shareholder	Percentage Held
JPMORGAN BETABUILDERS CANADA ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	47.90%

	J.P. MORGAN SECURITIES LLC* 383 MADISON AVENUE NEW YORK, NY 10017	29.23%

	STATE STREET BANK AND TRUST COMPANY ONE CONGRESS STREET BOSTON, MA 02114	7.43%

	CITIBANK, NATIONAL ASSOCIATION 388 GREENWICH ST NEW YORK, NY 10013	6.04%
JPMORGAN BETABUILDERS DEVELOPED ASIA PACIFIC EX-JAPAN ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	52.59%

	J.P. MORGAN SECURITIES LLC* 383 MADISON AVENUE NEW YORK, NY 10017	31.74%

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 10000 AVALON BLVD ALPHARETTA, GA 30009	9.97%
JPMORGAN BETABUILDERS EMERGING MARKETS EQUITY ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	95.83%
JPMORGAN BETABUILDERS EUROPE ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	53.18%

Part I - 26

Name of Fund	Name and Address of Shareholder	Percentage Held

	J.P. MORGAN SECURITIES LLC* 383 MADISON AVENUE NEW YORK, NY 10017	33.69%
JPMORGAN BETABUILDERS INTERNATIONAL EQUITY ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	76.01%
JPMORGAN BETABUILDERS JAPAN ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	46.36%

	J.P. MORGAN SECURITIES LLC* 383 MADISON AVENUE NEW YORK, NY 10017	27.07%
JPMORGAN BETABUILDERS U.S. EQUITY ETF
	J.P. MORGAN SECURITIES LLC* 383 MADISON AVENUE NEW YORK, NY 10017	22.24%

	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	21.89%

	THE BANK OF NEW YORK MELLON 500 GRANT ST PITTSBURG, PA 15219	13.93%
JPMORGAN BETABUILDERS U.S. MID CAP EQUITY ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	95.07%
JPMORGAN BETABUILDERS U.S. SMALL CAP EQUITY ETF
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION* 383 MADISON AVENUE NEW YORK, NY 10017	66.84%

	THE BANK OF NEW YORK MELLON 500 GRANT ST PITTSBURG, PA 15219	31.18%
JPMORGAN CARBON TRANSITION U.S. EQUITY ETF
	BOFA SECURITIES, INC. 1 BRYANT PARK NEW YORK, NY 10036	36.48%

	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	8.17%

Part I - 27

Name of Fund	Name and Address of Shareholder	Percentage Held

	RBC CAPITAL MARKETS, LLC 3 WORLD FINANCIAL CTR NEW YORK, NY 10281	7.23%

	CHARLES SCHWAB & CO., INC. 101 MONTEGOMERY ST SAN FRANCISCO, CA 94104	7.20%

	J.P. MORGAN SECURITIES LLC* 383 MADISON AVENUE NEW YORK, NY 10017	6.47%

	BRIDGE FINANCIAL PLANNING, LLC 633 CHESTNUT ST CHATTANOOGA, TN 37450	5.49%

	CHARLES SCHWAB RETAL 10003 WOODLOCH FOREST DR SPRING, TX 77380	5.05%
JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF
	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	8.95%

	49 FINANCIAL 916 S CAPITAL OF TEXAS HWY WEST LAKE HILLS, TX 78746	6.62%

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 10000 AVALON BLVD ALPHARETTA, GA 30009	5.82%
JPMORGAN DIVERSIFIED RETURN INTERNATIONAL EQUITY ETF
	UBS FINANCIAL SERVICES INC. 1000 & 1200 HARBOR BLVD. WEEHAWKEN, NJ 07086	10.41%

	WEALTH ENHANCEMENT ADVISORY SERVICES, LLC 1001 3RD AVE W BRADENTON, FL 34205	9.35%

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 10000 AVALON BLVD ALPHARETTA, GA 30009	9.07%

	THE BANK OF NEW YORK MELLON 500 GRANT ST PITTSBURG, PA 15219	8.36%

Part I - 28

Name of Fund	Name and Address of Shareholder	Percentage Held

	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	6.96%

	MORGAN STANLEY 101 PARK AVE NEW YORK, NY 10178	6.62%
JPMORGAN DIVERSIFIED RETURN U.S. EQUITY ETF
	PLANNING ALTERNATIVES LTD 36800 WOODWARD AVE #200 BLOOMFIELD HILLS, MI 48304	12.17%

	ST. GERMAIN SECURITIES, INC. 103 W PARK ST LEE, MA 01238	10.38%

	UBS FINANCIAL SERVICES INC. 1000 & 1200 HARBOR BLVD. WEEHAWKEN, NJ 07086	8.52%

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 10000 AVALON BLVD ALPHARETTA, GA 30009	6.85%

	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	6.61%

	MODERA WEALTH MANAGEMENT, LLC 22 DEPOT ST TRYON, NC 28782	5.22%
JPMORGAN DIVERSIFIED RETURN U.S. MID CAP EQUITY ETF
	CERITY PARTNERS LLC 100 FRONT ST CONSHOHOCKEN, PA 19428	14.60%

	MORGAN STANLEY 101 PARK AVE NEW YORK, NY 10178	8.63%

	LPL FINANCIAL LLC 1055 LPL WAY FORT MILL, SC 29715	7.52%

	HIGHTOWER ADVISORS, LLC 100 ANDOVER BYPASS ST NORTH ANDOVER, MA 01845	6.88%

	EDWARD JONES 12555 MANCHESTER RD SAINT LOUIS, MO 63131	6.31%

Part I - 29

Name of Fund	Name and Address of Shareholder	Percentage Held

	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	6.66%

	SHORE POINT ADVISORS, LLC 402 HIGGINS AVE BRIELLE, NJ 08730	5.88%
JPMORGAN U.S. QUALITY FACTOR ETF
	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	9.95%

	SIGNATUREFD, LLC 1230 PEACHTREE ST NE ATLANTA, GA 30309	5.87%
JPMORGAN U.S. VALUE FACTOR ETF
	COBBLESTONE CAPITAL ADVISORS, LLC 140 ALLENS CREEK RD ROCHESTER, NY 14618	7.48%

	FIDELITY BROKERAGE SERVICES LLC 10000 RESEARCH BLVD AUSTIN,TX 78759	5.33%

The shareholder of record is a subsidiary or affiliate of JPMorgan Chase & Co. (a “JPMorgan Affiliate”). Certain of this ownership represents seed money held by JPMIM, a subsidiary of JPMorgan Chase & Co. The Shares may also be held for the benefit of underlying accounts for which JPMorgan Affiliates may have voting or investment power. To the extent that JPMorgan Affiliates own 25% or more of a class of a Fund, JPMorgan Chase & Co. may be deemed to be a “controlling person” of such Shares under the 1940 Act.

Part I - 31

Name of Fund	Name and Address of Shareholder	Percentage Held

	GOLDSTEIN ADVISORS, LLC 1241 JOHN Q HAMMONS DR MADISON, WI 53717	5.56%
JPMORGAN DIVERSIFIED RETURN U.S. SMALL CAP EQUITY ETF
	RAYMOND JAMES FINANCIAL SERVICES, INC. 3165 E MILLROCK DR SALT LAKE CITY, UT 84121	12.34%

	KOSS-OLINGER CONSULTING, LLC. 2700 NW 43RD ST GAINESVILLE, FL 32606	10.35%

	LPL FINANCIAL LLC 1055 LPL WAY FORT MILL, SC 29715	7.11%

	EDWARD JONES 12555 MANCHESTER RD SAINT LOUIS, MO 63131	6.13%

	RBC CAPITAL MARKETS, LLC 3 WORLD FINANCIAL CTR NEW YORK, NY 10281	5.64%

	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 10000 AVALON BLVD ALPHARETTA, GA 30009	5.27%

	CAPTAL ADVISORS WEALTH MANAGEMENT 1104 N 35TH AVE YAKIMA, WA 98902	5.01%
JPMORGAN U.S. MOMENTUM FACTOR ETF
	RONALD BLUE TRUST 300 COLONIAL CENTER PKWY ROSWELL, GA 30076	21.87%

	BLUE TRUST, INC. 10706 SIKES PL CHARLOTTE, NC 28277	14.64%

	SGH WEALTH MANAGEMENT 262 CENTRAL PARK BLVD SOUTHFIELD, MI 48076	11.70%

	EQUITABLE ADVISORS, LLC 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104	9.09%