through a
Fund’s payment of such expenses and a corresponding reduction in the fee payable
to the Adviser, provided, however, that if the amount of expenses
paid by a Fund exceeds the fee payable to the Adviser, the Adviser will
reimburse that Fund for such amount.
B. Administration
Fee—
JPMIM provides administration services to the Funds. Pursuant to each Management
Agreement, JPMIM is compensated as described
in Note 3.A.
Pursuant to a
separate Administration Agreement, the Administrator provides certain
administration services to Market Expansion Enhanced Equity ETF. In
consideration of these services, the Administrator receives a fee accrued daily
and paid monthly at an annual rate of 0.075% of the first $10 billion of
Market Expansion Enhanced Equity ETF's average daily net assets, plus 0.050% of
the Fund’s average daily net assets between $10 billion
and $20 billion, plus 0.025% of the Fund’s average daily net assets between $20
billion and $25 billion, plus 0.010% of the Fund’s average daily net
assets in excess of $25 billion. For the year ended June 30, 2023, the effective
rate was 0.075% of Market Expansion Enhanced Equity ETF's average daily
net assets, notwithstanding any fee waivers and/or expense
reimbursements.
The
Administrator waived administration fees for Market Expansion Enhanced Equity
ETF as outlined in Note 3.E.
JPMorgan Chase
Bank, N.A. (“JPMCB”), a wholly-owned subsidiary of JPMorgan, serves as the
Funds' sub-administrator (the “Sub-administrator”). For its services
as Sub-administrator, JPMCB receives a portion of the management fees payable to
JPMIM.
C. Custodian,
Accounting and Transfer Agent Fees—
JPMCB provides custody, accounting and transfer agency services to the Funds.
For performing
these services, JPMIM, for the Funds except Market Expansion Enhanced Equity
ETF, pays JPMCB transaction and asset-based fees that vary according
to the number of transactions and positions, plus out-of-pocket
expenses.
For Market
Expansion Enhanced Equity ETF, the Fund pays JPMCB directly. The amounts for
custody and accounting services are included in Custodian and
accounting fees on the Statements of Operations. The amounts paid for transfer
agency services are included in Transfer agency fees on the
Statements of Operations.
Additionally,
Authorized Participants generally pay transaction fees associated with the
creation and redemption of Fund shares. These fees are paid to JPMIM to
offset certain custodian charges that are covered by each Management
Agreement.
Interest
income earned on cash balances at the custodian, if any, is included in Interest
income from affiliates on the Statements of Operations.
Interest
expense paid to the custodian related to cash overdrafts, if any, is included in
Interest expense to affiliates on the Statements of Operations.
D. Distribution
Services—
The Distributor or its agent distributes Creation Units for each Fund on an
agency basis. The Distributor does not maintain a
secondary market in shares of each Fund. JPMDS receives no fees for their
distribution services under the distribution agreement with the Trust (the
“Distribution Agreement”). Although the Trust does not pay any fees under the
Distribution Agreement, JPMIM pays JPMDS for certain distribution
related services.
E. Waivers
and Reimbursements—
The Adviser and/or its affiliates have contractually agreed to waive fees and/or
reimburse Market Expansion Enhanced
Equity ETF to the extent that total annual operating expenses (excluding
acquired fund fees and expenses other than certain money market fund
fees as described below, dividend and interest expenses related to short sales,
interest, taxes, expenses related to litigation and potential
litigation, costs of shareholder meetings, and extraordinary expenses) exceed
0.24% of Market Expansion Enhanced Equity ETF's average daily net
assets. The expense limitation agreement was in effect for the six months
ended December 31, 2023 and the contractual expense limitation is in place
until at least June 30, 2025.
For the six
months ended December 31, 2023, Market Expansion Enhanced Equity ETF’s
service providers waived fees and/or reimbursed expenses for Market
Expansion Enhanced Equity ETF as follows. None of these parties expect Market
Expansion Enhanced Equity ETF to repay any such waived fees and/or
reimbursed expenses in future years.
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Contractual
Reimbursements |
Market
Expansion Enhanced Equity ETF |
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Additionally,
the Funds may invest in one or more money market funds advised by the Adviser
(affiliated money market funds). The Adviser, Administrator
and/or JPMDS, as shareholder servicing agent, have contractually agreed to waive
fees and/or reimburse expenses in an amount sufficient to
offset the respective net fees each collects from the affiliated money market
fund on the applicable Fund’s investment in such affiliated money market
fund, except for investments of securities lending cash collateral. None of
these parties expect the Funds to repay any such waived fees and/ or
reimbursed expenses in future years.
The amounts of
these waivers resulting from investments in these money market funds for the six
months ended December 31, 2023 were as follows:
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Market
Expansion Enhanced Equity ETF |
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