UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

J.P. Morgan Exchange-Traded Fund Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

J.P. Morgan Exchange-Traded Fund Trust

277 Park Avenue

New York, NY 10172

July 2, 2019

Dear Shareholder:

I am writing to ask for your assistance on important matters concerning your investment in certain series (as listed on the notice for the meeting) (each, a “Fund”) of J.P. Morgan Exchange-Traded Fund Trust (the “Trust”). The Board of Trustees of the Trust has called a special meeting of shareholders of the Trust scheduled for August 22, 2019, at 277 Park Avenue, New York, New York 10172, at 11:00 a.m. Eastern Time (the “Meeting”). The purpose of the Meeting is to ask shareholders of the Funds to vote to approve a new management agreement with J.P. Morgan Investment Management Inc., the Funds’ investment adviser (“JPMIM” or the “Adviser”), which will implement a unitary fee structure as described below.

If approved, the new management agreement would replace each Fund’s current investment advisory agreement, as well as its current administration and expense limitation agreements. This proposal will not result in an increase in a Fund’s current net expense ratio or change the level of services provided by JPMIM under the current investment advisory and administration agreements. Currently, each of the Funds is assessed an “advisory fee” by JPMIM and also pays “variable fees” to cover other Fund expenses (including administrative services). The variable fees change, as a percentage of Fund assets, based on actual Fund expenses and the level of Fund assets. Certain other series of the Trust are assessed a single “unitary fee.” The unitary fee is a set fee that does not change based on actual expenses (unless a Fund incurs one or more enumerated expenses). The unitary fee is paid to JPMIM, which then pays all other expenses of a Fund (except for certain enumerated expenses). The proposed new management agreement for each Fund has a unitary fee; if approved, JPMIM will receive a set fee that would not change based on actual expenses (other than certain enumerated expenses). This change is intended to benefit shareholders by eliminating the downside risk that Fund fees might increase during periods when Fund expenses increase or when Fund assets decline (making such expenses a larger percentage of Fund assets), particularly if current expense caps were changed or allowed to expire in the future. The proposed management agreement will also simplify the fee structure of these Funds and bring these Funds in line with industry practice, potentially improving their marketability. This new agreement is referred to herein as the “Management Agreement.” If the proposal is approved, the Management Agreement will take effect November 1, 2019. At that time, the current investment advisory, administration and expense limitation agreements applicable to each Fund will be terminated. The Management Agreement will take effect for all Funds that approve the proposal, regardless of whether the remaining Funds approve the proposal.

After careful consideration, the Board of Trustees of the Trust recommends that you vote “FOR” the proposal.

Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement and cast your vote promptly. To cast your vote simply complete, sign and return the Proxy Card in the enclosed postage-paid envelope. In addition to voting by mail, you may also vote either by telephone or via the Internet. Simply refer to your Proxy Card for internet and touchtone voting instructions. We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

NOTE: You may receive more than one set of proxy solicitation materials if you hold shares in more than one account. Please be sure to vote each account by utilizing one of the methods described above or by signing and dating each card and enclosing it in the postage-paid envelope provided for each Proxy Card.

If you have any questions after considering the enclosed materials, please call 1 (800) 848-3374 (representatives will be available from 9 a.m. – 10 p.m. (ET)). We will get you the answers that you need promptly.

Sincerely,

Joanna Gallegos

President

J.P. Morgan Exchange-Traded Fund Trust

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VERY IMPORTANT NEWS FOR SHAREHOLDERS

You are being asked to vote on matters that impact your Fund investment. The following “Questions and Answers” section is designed to help you understand the important matters you are being asked to consider. It is a summary intended to assist you and is not as detailed as the discussion found in the attached Proxy Statement. For this reason, this section should be read in conjunction with the Proxy Statement and is qualified in its entirety by reference to the Proxy Statement.

QUESTIONS AND ANSWERS

The Board of Trustees recommends that you vote “FOR” the proposal to approve the Management Agreement.

The proposal relates to the approval of a Management Agreement for each Fund with JPMIM, the Funds’ investment adviser. If approved, the Management Agreement would replace each Fund’s current investment advisory agreement, as well as its current administration and expense limitation agreements. This proposal will not result in an increase in a Fund’s current net expense ratio or change the level of services provided by the Adviser under the current investment advisory or administration agreements. The Funds currently have a structure where each Fund pays an advisory fee under its investment advisory agreement and also pays “variable fees” to cover other Fund expenses (including administrative services). The variable fees change, as a percentage of Fund assets, based on actual Fund expenses and the level of Fund assets. If the Management Agreement is approved by shareholders of a Fund, the Fund would adopt a “unitary fee” structure as described below.

Other J.P. Morgan exchange-traded funds have a “unitary fee” structure and are sometimes referred to herein as the “Unitary Fee Funds.” Under the management agreement for the Unitary Fee Funds, the Adviser receives a management fee as compensation for serving as investment adviser and administrator. In return, the Adviser pays all expenses of each Unitary Fee Fund (except certain enumerated expenses, including interest expenses, dividend and interest expenses related to short sales, taxes, acquired fund fees and expenses (other than fees for funds advised by the Adviser and/or its affiliates), costs of holding shareholder meetings, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the Fund’s business). As a result, the level of expenses (as a percentage of a Fund’s assets) paid by shareholders of each Unitary Fee Fund generally does not change from year to year (unless the Fund incurs one or more of the enumerated expenses).

In contrast, the Funds currently have a variable fee structure and Fund expenses can be expected to change from year to year. Fund expenses are paid directly by each Fund. Because these other expenses vary, as a percentage of Fund assets, based on actual costs incurred and the size of each Fund, the fees paid by Fund shareholders can be expected to vary from year to year. In order to avoid these fluctuations, JPMIM has

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contractually agreed to reduce its fees and/or reimburse expenses for up to three years depending on the particular Fund. Under the expense limitation agreements, JPMIM agrees to keep net operating expenses (excluding acquired fund fees and expenses other than certain fees of money market funds advised by JPMIM or its affiliates, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) from exceeding a specified percentage of the average daily net assets of each Fund.

The adoption of a unitary fee structure is intended to eliminate the downside risk for shareholders that Fund fees might increase, as a percentage of Fund assets, during future periods when Fund expenses increase or when Fund assets decline, particularly if expense caps were changed or allowed to expire in the future. On the other hand, increases in Fund assets will not necessarily decrease fees even if the increased assets result in economies of scale, although the Trustees will have an opportunity to review each unitary fee in the future. The Management Agreement would also provide a uniform fee structure across all series of the Trust, simplify the structure of these Funds and bring the Funds in line with industry practice, potentially improving their marketability. The Board of Trustees considered the two different fee structures and determined that it would be in shareholders’ best interests to switch to a unitary fee structure.

If the proposal is approved with respect to a Fund, it will take effect on November 1, 2019 or such later date as is determined by the officers of the Trust after the Management Agreement is approved by a Fund’s shareholders. At that time, the current investment advisory, administration and expense limitation agreements applicable to each Fund will be terminated. The Management Agreement will take effect for all Funds that approve the proposal, regardless of whether the remaining Funds approve the proposal. If the Management Agreement is not approved by shareholders of a Fund, the current arrangements will continue, but there is no assurance that current expense caps will continue after they expire.

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Joint Accounts: Either owner may sign, but the name of the person signing should conform exactly to a name shown in the registration.

All Other Accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, “Jane S. Doe, Trustee.”

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Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Trust prior to the Meeting, or by voting in person at the Meeting.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO VOTE VIA THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.

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J.P. Morgan Exchange-Traded Fund Trust

JPMorgan BetaBuilders Canada ETF

JPMorgan BetaBuilders Developed Asia ex-Japan ETF

JPMorgan BetaBuilders Europe ETF

JPMorgan BetaBuilders Japan ETF

JPMorgan BetaBuilders MSCI US REIT ETF

JPMorgan Core Plus Bond ETF

JPMorgan Corporate Bond Research Enhanced ETF

JPMorgan Disciplined High Yield ETF (to be renamed

JPMorgan High Yield Research Enhanced ETF on or about 9/9/2019)

JPMorgan Diversified Alternatives ETF

JPMorgan Diversified Return Emerging Markets Equity ETF

JPMorgan Diversified Return Europe Equity ETF

JPMorgan Diversified Return Global Equity ETF

JPMorgan Diversified Return International Equity ETF

JPMorgan Diversified Return U.S. Equity ETF

JPMorgan Diversified Return U.S. Mid Cap Equity ETF

JPMorgan Diversified Return U.S. Small Cap Equity ETF

JPMorgan Event Driven ETF

JPMorgan Global Bond Opportunities ETF

JPMorgan Long/Short ETF

JPMorgan Managed Futures Strategy ETF

JPMorgan Municipal ETF

JPMorgan Ultra-Short Income ETF

JPMorgan Ultra-Short Municipal Income ETF

JPMorgan U.S. Aggregate Bond ETF

JPMorgan U.S. Dividend ETF

JPMorgan U.S. Minimum Volatility ETF

JPMorgan U.S. Momentum Factor ETF

JPMorgan U.S. Quality Factor ETF

JPMorgan U.S. Value Factor ETF

JPMorgan USD Emerging Markets Sovereign Bond ETF

277 Park Avenue

New York, NY 10172

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 22, 2019

To the Shareholders:

NOTICE IS HEREBY GIVEN that J.P. Morgan Exchange-Traded Fund Trust (the “Trust”), on behalf of the series listed above (each, a “Fund”), will hold a special meeting of shareholders at 277 Park Avenue, New York, New York 10172, on August 22, 2019 at 11:00 a.m. Eastern Time (the “Meeting”). Please contact AST Fund Solutions, LLC at 1 (800) 848-3374 if you have any questions relating to attending the Meeting in person. The purpose of the Meeting is to consider and act upon the following proposal and to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof:

After careful consideration, the Board of Trustees of the Trust unanimously recommends that you vote “FOR” the proposal.

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) thereof if you owned shares of the Fund at the close of business on June 24, 2019 (the “Record Date”).

Whether or not you plan to attend the Meeting in person, please vote your shares. In addition to voting by mail you may also vote by either telephone or via the Internet, as follows:

We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote.

Important Notice regarding the availability of proxy materials for the Special Meeting of Shareholders to be held on August 22, 2019.

The Proxy Statement is available at proxyonline.com/docs/jpmorganetfs.pdf.

PLEASE RESPOND—WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

YOUR VOTE IS IMPORTANT.

By Order of the Board of Trustees,

Elizabeth A. Davin

Secretary

July 2, 2019

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J.P. Morgan Exchange-Traded Fund Trust

277 Park Avenue

New York, NY 10172

JPMorgan BetaBuilders Canada ETF

JPMorgan BetaBuilders Developed Asia ex-Japan ETF

JPMorgan BetaBuilders Europe ETF

JPMorgan BetaBuilders Japan ETF

JPMorgan BetaBuilders MSCI US REIT ETF

JPMorgan Core Plus Bond ETF

JPMorgan Corporate Bond Research Enhanced ETF

JPMorgan Disciplined High Yield ETF (to be renamed

JPMorgan High Yield Research Enhanced ETF on or about 9/9/2019)

JPMorgan Diversified Alternatives ETF

JPMorgan Diversified Return Emerging Markets Equity ETF

JPMorgan Diversified Return Europe Equity ETF

JPMorgan Diversified Return Global Equity ETF

JPMorgan Diversified Return International Equity ETF

JPMorgan Diversified Return U.S. Equity ETF

JPMorgan Diversified Return U.S. Mid Cap Equity ETF

JPMorgan Diversified Return U.S. Small Cap Equity ETF

JPMorgan Event Driven ETF

JPMorgan Global Bond Opportunities ETF

JPMorgan Long/Short ETF

JPMorgan Managed Futures Strategy ETF

JPMorgan Municipal ETF

JPMorgan Ultra-Short Income ETF

JPMorgan Ultra-Short Municipal Income ETF

JPMorgan U.S. Aggregate Bond ETF

JPMorgan U.S. Dividend ETF

JPMorgan U.S. Minimum Volatility ETF

JPMorgan U.S. Momentum Factor ETF

JPMorgan U.S. Quality Factor ETF

JPMorgan U.S. Value Factor ETF

JPMorgan USD Emerging Markets Sovereign Bond ETF

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 22, 2019

THIS PROXY STATEMENT IS BEING FURNISHED TO YOU IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES (“BOARD”) OF J.P. MORGAN EXCHANGE-TRADED FUND TRUST (THE “TRUST”), on behalf of the series listed above (each, a “Fund”), to be voted at a Special Meeting of Shareholders to be held on Thursday, August 22, 2019, at 277 Park Avenue, New York, New York 10172, at 11:00 a.m. Eastern Time, for the purposes set forth below and described in greater detail in this Proxy Statement. (The meeting and any adjournment or postponement of the meeting is referred to in this Proxy Statement as the “Meeting.”) This Proxy Statement, along with a Notice of the Special Meeting of Shareholders and Proxy Card, is first being mailed to shareholders of the Funds on or about July 5, 2019.

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The purpose of the Meeting is to consider and act upon the following proposal and to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof:

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) thereof if you owned shares of the Fund at the close of business on June 24, 2019 (“Record Date”).

Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting. Shares represented by proxies, unless previously revoked, will be voted at the Meeting in accordance with the instructions of the shareholders. If Proxy Cards have been executed, but no instructions are given, such proxies will be voted in favor of the proposal. To revoke a proxy, the shareholder giving such proxy must either (1) submit to the Trust a subsequently dated Proxy Card, (2) deliver to the Trust a written notice of revocation, or (3) otherwise give notice of revocation at the Meeting, in all cases prior to the exercise of the authority granted in the proxy.

The presence in person or by proxy of the holders of record of one-third of the outstanding shares of a Fund entitled to vote shall constitute a quorum at the Meeting with respect to that Fund for purposes of the proposal.

In the event that the necessary quorum to transact business or the vote required to approve any proposal is not obtained by the date of the Meeting, a person named as proxy may propose one or more adjournments of the Meeting for a reasonable period or periods to permit further solicitation of proxies. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on the proposal by one or more Funds, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal for a reasonable period or periods. Abstentions will effectively be a vote against adjournment. Please refer to the section in this Proxy Statement entitled “ADJOURNMENTS” for additional details.

If a shareholder wishes to participate in the Meeting, but does not wish to authorize the execution of a proxy by telephone or via the Internet, the shareholder may still submit the Proxy Card included with this Proxy Statement or attend the Meeting in person.

Each Fund’s most recent annual report, including financial statements, for the Fund’s most recent fiscal year has been mailed previously to shareholders. If you would like to receive additional copies of a Fund’s most recent annual report free of charge, or copies of any subsequent shareholder report, please call the Trust toll-free at 1-844-457-6383. Requested shareholder reports will be sent by first class mail within three business days of the receipt of the request. You can also obtain the annual report and semi-annual report for any Fund by visiting www.jpmorganfunds.com/funddocuments.

If you and another shareholder share the same address, the Trust may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Separate Proxy Cards will be included for each shareholder account eligible to vote. Call or write to the Trust if you wish to receive a separate copy of the Proxy Statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxy statement in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Trust at 1-844-457-6383 (844-4JPM ETF) or write the Trust at 277 Park Avenue, 8th Floor, New York, NY 10172.

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PROPOSAL

TO APPROVE A MANAGEMENTAGREEMENT FOR EACH FUND

Introduction

The proposal relates to the approval of a Management Agreement for each Fund. Shareholders of the Funds are being asked to vote to approve a Management Agreement with J.P. Morgan Investment Management Inc., the Funds’ investment adviser (“JPMIM” or the “Adviser”). If approved, this Management Agreement would replace each Fund’s current investment advisory agreement (together, the “Advisory Agreement”), as well as its current administration agreement (“Administration Agreement”) and current expense limitation agreement. This proposal will not result in an increase in a Fund’s current net expense ratio or change the level of services provided by JPMIM under the Advisory or Administration Agreements. The Funds currently have a structure where each Fund pays an advisory fee under its Advisory Agreement and also pays “variable fees” to cover other Fund expenses (including administrative services). The variable fees may change, as a percentage of Fund assets, based on actual Fund expenses and the level of Fund assets. If the Management Agreement is approved by shareholders of a Fund, the Fund would adopt a “unitary fee” structure as described below.

Other J.P. Morgan exchange-traded funds (“J.P. Morgan ETFs”) have a “unitary fee” structure and are sometimes referred to herein as the “Unitary Fee Funds.” Under the management agreement for the Unitary Fee Funds, the Adviser receives a management fee as compensation for serving as investment adviser and administrator. In return, the Adviser pays all expenses of each Unitary Fee Fund (except certain enumerated expenses, including payments pursuant to a Rule 12b-1 plan (if any), interest expenses, dividend and interest expenses related to short sales, taxes, acquired fund fees and expenses (other than fees for funds advised by the Adviser and/or its affiliates), costs of holding shareholder meetings, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the Fund’s business). Each Fund is also responsible for its non-operating expenses, including brokerage commissions and fees and expenses associated with the Fund’s securities lending program, if applicable. As a result, the level of expenses (as a percentage of a Fund’s net assets) paid by shareholders of each Unitary Fee Fund generally does not change from year to year (unless the Fund incurs one or more of the enumerated expenses).

In contrast, the Funds currently have a variable fee structure and Fund expenses, as a percentage of Fund assets, can be expected to change from year to year. Fund expenses are paid directly by each Fund. Because these other expenses vary, as a percentage of Fund assets, based on actual costs incurred and the size of each Fund, the fees paid by Fund shareholders can be expected to vary from year to year. In order to avoid these fluctuations, JPMIM has contractually agreed to reduce its fees and/or reimburse expenses for up to three years depending on the particular Fund. Under the expense limitation agreements, JPMIM agrees to keep net operating expenses (excluding acquired fund fees and expenses other than fees of money market funds advised by JPMIM or its affiliates, dividend and interest expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) from exceeding a specified percentage of the average daily net assets of each Fund.

The adoption of a unitary fee structure is intended to eliminate the downside risk for shareholders that Fund fees might increase, as a percentage of Fund assets, during periods when Fund expenses increase or when Fund assets decline, particularly if the expense caps were changed or allowed to expire in the future. The Management Agreement would also provide a uniform fee structure across all series of the Trust, simplify the structure of these Funds, and bring the Funds in line with industry practice, potentially improving their marketability. The unitary fee structure would, however, also generally eliminate the possibility for any decrease in total fund expense ratios during periods when assets under management increased, which could lead to increased profitability to JPMIM and its affiliates as they achieve economies of scale.

If the proposal is approved by a Fund’s shareholders it will take effect on November 1, 2019 or such later date as is determined by the officers of the Trust after the Management Agreement is approved by the Fund’s

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shareholders. At that time, the Advisory and Administration Agreements and current expense limitation agreement applicable to each Fund also will be terminated.

In the event shareholders of a Fund do not approve the Management Agreement, the Advisory and Administration Agreements and current expense limitation agreement will remain in place for that Fund. The Management Agreement will take effect for all Funds that approve the proposal, regardless of whether the remaining Funds approve the proposal. If the Management Agreement is not approved by shareholders of a Fund, the current arrangements will continue, but there is no assurance that current expense caps will continue after they expire.

Detailed Discussion

Approval of the Management Agreement by the Board. At an in-person quarterly meeting of the Board held on June 11-12, 2019 (the “June 2019 Quarterly Board Meeting”), the Board considered and unanimously voted in favor of the Management Agreement. The Management Agreement was approved by each of the Trustees who are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) of the Trust and who are not interested persons of any party to the agreement.

At the June 2019 Quarterly Board Meeting, the Board considered various factors before approving the Management Agreement. The Board noted that the possibility of proposing a unitary fee had been raised by the Adviser at an earlier meeting, and that prior to the June 11-12 meeting, the Adviser and the Board had several discussions about unitary fees generally, industry practices, the potential impact on the Funds, and related matters. The Board considered the fact that under the Management Agreement, each Fund’s management fees and certain other expenses will be a fixed percentage of the Fund’s average daily net assets that would not vary from year to year except to the extent that the Fund incurs fees or expenses excluded from payment by the Adviser, as described below. The Board also noted that Fund expenses such as custody, fund accounting, transfer agency, trustee expenses, legal and audit fees, will be covered by the unitary fee under the Management Agreement.

In contrast, under the current arrangements for each Fund, the percentage level of total Fund fees could be expected to vary from year to year. Each Fund’s current fee levels were achieved as a result of a contractual expense limitation agreement put in place by the Adviser. The expense limitation agreement expires 2/28/22 or 6/30/22 depending on the fiscal year end for that particular Fund. Based in part on the fact that the Adviser is under no obligation to extend this agreement and no assurance has been given that any extension would provide for limits on net operating expenses as favorable as those in the current expense limitation agreement, the Board concluded that approving the Management Agreement was in the best interests of each Fund and its shareholders. The Board further noted that under the Management Agreement any increase in the fee levels would require Board and shareholder approval. In contrast, under the current arrangement, expenses of a Fund could increase after the expiration of the current expense limitation agreement.

The fees and expenses excluded from payment by the Adviser under the Management Agreement are substantially similar to those excluded from each Fund’s current expense ratio when applying the expense cap under its expense limitation agreement. One difference is that all acquired fund fees and expenses for funds advised by the Adviser and/or its affiliates will be covered by the Adviser under the Management Agreement while only the acquired fund fees and expenses for affiliated money market funds are covered by the Adviser under the expense limitation agreements. Although the Management Agreement excludes from payment by the Adviser any payments under a Rule 12b-1 plan, none of the Funds have adopted a Rule 12b-1 plan and therefore are not currently subject to this expense. Finally, the Management Agreement, but not the expense limitation agreements, excludes from payment by the Adviser the cost of future shareholder meetings. Although shareholder meetings are generally infrequent events, the cost of a shareholder meeting could be significant.

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The following charts set forth, for each Fund, the current advisory fee rate, the current expense ratio under the Fund’s contractual expense limitation agreement, and the proposed unitary fee rate under the Management Agreement.

For the Funds listed above, the Board particularly considered that the adoption of the Management Agreement would benefit shareholders because of the decrease in the total expense ratio of each Fund. For most of the Funds listed above where the unitary fee rate is higher than the current advisory fee rate, the Board also considered that the new proposed unitary fee rate is lower than the fee rate that each Fund pays in aggregate under the Advisory and Administration Agreements.

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For these Funds, the Board particularly considered that the adoption of the Management Agreement would benefit shareholders because of the protection against total expense ratios increasing above the current advisory fee rate and expense cap.

For these Funds, the Board particularly considered that the adoption of the Management Agreement would benefit shareholders because of the protection against total expense ratios increasing above the current expense cap.

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Regardless of the current structure, the proposal will not result in an increase in a Fund’s current net expense ratio or change the level of services provided by JPMIM under the Advisory or Administration Agreements.

The Board also considered that the unitary fee structure would address the downside risk for shareholders that total fund expense ratios might increase during periods when assets under management decline and fund expenses become a larger percentage of Fund assets. Conversely, the Board considered that the unitary fee structure would also generally eliminate the possibility for any decrease in total fund expense ratios during periods when assets under management increased, which could lead to increased profitability to JPMIM and its affiliates as they achieve economies of scale. On balance, the Board concluded that the benefit to shareholders resulting from protection from the risk of higher expense ratios outweighed the fact that an increase in fund assets would not necessarily result in a decrease in expense ratios. The Board noted that total fund expense ratios, before taking into account any expense caps, for each Fund had been consistently higher, since their inception, than the proposed unitary fee rate and that generally it would require a significant increase in assets or reduction in expenses for the proposed unitary fee rate to exceed such Funds’ actual level of expenses after the expense cap expires. The Board also considered that it would have the opportunity to reconsider the proposed unitary fee rate each year (after the initial two-year term of the Management Agreement) as part of the annual review and renewal of the Management Agreement.

The Board also considered that the adoption of a unitary fee structure by the Funds would mirror the fee structure already in place for several other J.P. Morgan ETFs and that management intended to recommend the unitary fee structure for new J.P. Morgan ETFs going forward. The Board also believes that because the unitary fee structure is common in the ETF industry, adoption of the structure will be beneficial because it will help improve relationships with financial intermediaries that sell the Fund, potentially increasing Fund marketability.

The Board considered the two different fee structures and determined that it would be in shareholders’ best interests to switch to a unitary fee structure.

Terms of the Advisory Agreement and the Management Agreement

This section summarizes the terms of the Management Agreement and the material differences between the terms of the Management Agreement and the terms of the corresponding Advisory Agreement.

The most significant changes to the Advisory Agreement are the changes related to the Adviser’s assumption of responsibility for all Fund operating expenses (subject to certain exclusions) as a result of the change to the unitary fee structure. The Management Agreement proposed for each Fund is substantially similar to the terms of each Fund’s Advisory Agreement, except for:

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Under the Management Agreement, the standard of care provision will be the same as in the Advisory Agreement. The Administration Agreement includes a similar provision, except that the Administration Agreement has a negligence standard of care in place of a gross negligence standard and, unlike the Management Agreement, provides for indemnification of JPMIM in providing administrative services.

The changes reflected in the proposed Management Agreement are intended to combine services provided by JPMIM in exchange for a Fund’s payment of the unitary fee and to clarify and modernize the terms of the Advisory Agreement. The changes do not affect in any way the nature or quality of the services provided by JPMIM to each Fund.

The summary of the Management Agreement is qualified by reference to the representative form of the Management Agreement attached to this Proxy Statement as Appendix B. Because each Fund that approves the Management Agreement will be added to the same agreement, only one Management Agreement for the Funds is included as Appendix B. The date of each Advisory Agreement, the date on which the Advisory Agreement was most recently submitted to shareholders for approval and the date that the Board most recently approved the Advisory Agreement on behalf of each Fund is set forth in Appendix C.

Management Services. The investment advisory services to be provided by JPMIM to each Fund under the Management Agreement are identical to those provided currently by JPMIM under the Funds’ Advisory Agreement. Pursuant to the terms of the Management Agreement, JPMIM would continue to provide each Fund with investment research, advice and supervision, and would continuously furnish an investment program for each Fund consistent with the investment objectives and policies of the Fund.

In addition to the foregoing investment advisory services, the Management Agreement includes a description of the administrative services to be provided by JPMIM to each Fund. JPMIM provides these services to each Fund under the Trust’s Administration Agreement and the services in the Management Agreement are the same as current services, although certain descriptions have been updated to better reflect the services being provided. The complete list of services is set forth in section 3 of the Management Agreement included in Appendix B.

Standard of Care. Under the Management Agreement, JPMIM would not to be liable for any error of judgment, mistake of law or for any loss sustained in connection with the performance of its duties under the agreement; but nothing contained in the agreement protects JPMIM against any liability to a Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence on the part of JPMIM in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the agreement. The Advisory Agreement includes the same provision and the Administration Agreement includes a similar provision, except that the Administration Agreement has a negligence standard of care in place of a gross negligence standard. However, the Administration Agreement requires the Trust to indemnify JPMIM; the Management Agreement does not contain such a provision.

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Amendment. Unlike the Advisory Agreement, the Management Agreement contains language delineating that amendments to the agreement require shareholder approval only if required by the 1940 Act as modified by or interpreted by any applicable order of the United States Securities and Exchange Commission (the “SEC”) or any rules or regulations adopted by, or interpretative releases or no-action letters of the SEC or its staff. However, even if shareholder approval is not required in the Management Agreement, amendments will still have to be approved by a majority of the Trustees of the Trust who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of any party to the agreement. The Advisory Agreement does not explicitly contemplate that shareholder approval is only required if required by the 1940 Act, and therefore could be interpreted to require shareholder approval of all amendments.

Confidentiality. The Management Agreement contains a provision explicitly imposing confidentiality obligations on JPMIM and prohibiting JPMIM from using non-public information except as necessary to fulfill its obligations under the agreement. While the Advisory Agreement does not include a confidentiality provision, the Administration Agreement does include a similar provision.

No Third Party Beneficiaries. For three Funds, JPMorgan Diversified Return Global Equity ETF, JPMorgan Diversified Return International Equity ETF and JPMorgan Diversified Return U.S. Equity ETF, the Management Agreement includes a proposed new provision that provides that there are no third party beneficiaries to the agreement. The purpose of the proposed new provision is to clarify that shareholders are not parties to, or intended third party beneficiaries of, the Management Agreement. A recent court decision has created ambiguity relating to the rights provided under investment advisory agreements and the proposed change is intended to clarify that the Management Agreement is a contract between the Fund and the Adviser and that it does not create any contractual obligations between the Fund and its shareholders. The Advisory Agreement for the other Funds includes this provision. The proposed provision in the Management Agreement does not impact the shareholders’ current rights under the Fund’s governing documents, Delaware law and/or federal law.

Other Provisions Under the Advisory Agreement and the Management Agreement

Hiring of Subadvisers. Consistent with the Advisory Agreement, the Management Agreement specifically permits JPMIM to enter into subadvisory agreements with subadvisers to whom JPMIM may delegate its responsibility for providing investment advice and making investment decisions for the particular Fund or a portion thereof. JPMIM would continue to retain the responsibility to oversee any subadvisers.

Portfolio Trading. Consistent with the Advisory Agreement, the Management Agreement expressly permits JPMIM to engage in portfolio trading on behalf of each Fund.

Choice of Law. Consistent with the Advisory Agreement, the Management Agreement provides that the agreement shall be governed by and construed in accordance with the laws of the State of New York.

Termination. Both the Advisory Agreement and the Management Agreement terminate automatically in the event of an “assignment” (as defined in the 1940 Act) and may be terminated without penalty at any time by majority vote of the entire Board, or by vote of the holders of “a majority of the outstanding voting securities” (as defined in the 1940 Act) of a Fund, on 60 days’ written notice to JPMIM, or by JPMIM on 90 days’ written notice to the Trust.

Term and Continuance of the Agreements. If approved by shareholders, the Management Agreement would become effective with respect to a Fund on November 1, 2019 or on such later date that the Fund is added to the agreement and would have an initial period of two years. Thereafter, the Management Agreement would continue from year to year subject to annual renewal by the Board in conformity with the requirements of the 1940 Act. These provisions are consistent with the provisions in the Advisory Agreement.

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Information on Fund Fees and Expenses

Appendix A includes fee tables and expense examples for each Fund that provide a comparison of each Fund’s current advisory fee rate and expenses under the Advisory Agreement, which reflect the current expense limitation agreements set to expire within the next three years, and such Fund’s proposed unitary fee rate and the pro forma expenses under the Management Agreement. Information regarding the Advisory Agreement, including (a) the fees payable to the Adviser under the Advisory Agreement for the most recent fiscal year, (b) the fees that would have been payable to the Adviser under the Management Agreement and (c) the difference between such fees, is provided in Appendix C.

Consideration by the Board

The Board meets regularly throughout the year and considers factors that are relevant to its consideration of investment advisory agreements at each meeting. The Board also meets for the specific purpose of considering approvals of amendments to and new investment advisory agreements for the Funds. At the June 2019 Quarterly Board Meeting, the Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust, Adviser or any of its affiliates (“Independent Trustees”), approved the Management Agreement on behalf of each Fund.

As part of their review of the Management Agreement, the Trustees considered and reviewed information about the proposed changes received from the Adviser. They also considered information received in connection with the December 2018 board meeting when the Trustees last approved the Advisory Agreement for certain Funds. This included comprehensive information concerning the nature and quality of services provided by the Adviser, “fall-out” benefits received by the Adviser, and information on profitability and performance of the Funds. For new Funds (for which the Advisory Agreement has not been reapproved), information provided by the Adviser when each of these Funds was initially approved was considered. The Board noted that the possibility of proposing a unitary fee had been raised by the Adviser at an earlier meeting, and that prior to the June 11-12 meeting, the Adviser and the Board had several discussions about unitary fees generally, industry practice, the potential impact on the Funds, and related matters. Before voting on the Management Agreement, the Trustees reviewed the agreement with representatives of the Adviser, counsel to the Trust and independent legal counsel and received a memorandum from independent legal counsel to the Trustees discussing the legal standards for their consideration of the Management Agreement. The Trustees also discussed the Management Agreement in executive sessions with independent legal counsel at which no representatives of the Adviser were present. A summary of the material factors evaluated by the Trustees in determining whether to approve Management Agreement is provided below.

The Trustees considered information provided with respect to the Funds over the course of the year, as well as the materials furnished specifically in connection with this approval process. Each Trustee attributed his or her own evaluation of the significance of the various factors and no factor alone was considered determinative. The Trustees determined that the proposed compensation to be received by JPMIM from each Fund under the Management Agreement was fair and reasonable and that the approval of the Management Agreement was in the best interests of each Fund and its shareholders.

The factors summarized below were considered and discussed by the Trustees in reaching their conclusions:

Nature, Extent and Quality of Services Provided by the Adviser

In connection with the approval of the Management Agreement on behalf of each Fund, the Trustees received and considered information regarding the nature, extent and quality of the services provided to each Fund under its Advisory and Administration Agreements, as well as those that will be provided under the Management Agreement. They also considered management’s representation that the services provided to the Funds will not change as a result of the transition to the unitary fee structure. The Trustees also took into account information furnished throughout the year at Trustee meetings. The Trustees considered the background and experience of

10

JPMIM’s senior management and investment personnel. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of each Fund. The Trustees also considered each Fund’s investment strategy, and the infrastructure supporting the portfolio management teams. In addition, the Trustees considered information about the structure and distribution strategies of the Funds, how they fit within the Trust’s fund offerings, and how each Fund is positioned against peer funds, as identified by management and/or Broadridge. The Trustees reviewed information relating to the Adviser’s risk governance model and reports showing the Adviser’s compliance structure and ongoing compliance processes.

The Trustees also considered their knowledge of the nature and quality of services provided by the Adviser and its affiliates gained from their experience as Trustees of the Trust and in the financial industry. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to continue to provide high quality service to the Funds, their overall confidence in the Adviser’s integrity and the Adviser’s responsiveness to requests for additional information, questions or concerns raised by them.

Based upon these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of services provided to each Fund by the Adviser.

Fall-Out Benefits

The Trustees reviewed information regarding potential “fall-out” or ancillary benefits received by the Adviser and its affiliates as a result of their relationships with the Funds. The Trustees also considered the benefits the Adviser receives as the result of JPMorgan Chase Bank, N.A.’s (“JPMCB”) roles as custodian, fund accountant and transfer agent for the Funds.

The Trustees considered that adopting the Management Agreement would benefit the Adviser by bringing the Funds in line with industry practice, which could potentially improve their marketability and ultimately increase the Adviser’s assets under management.

Costs of Services Provided and Profitability to the Adviser and its Affiliates

While information concerning the actual profitability to the Adviser and its affiliates with respect to the Management Agreement is not available (because the Management Agreement is not yet in effect), the Trustees received and considered information regarding the profitability to the Adviser in providing services to each Fund when renewing the Advisory Agreement for each applicable Fund. In conjunction with the consideration of the Management Agreement, the Trustees also considered that the Adviser’s profitability was not expected to change in the near term as a result of the transition to the unitary fee structure. The Trustees reviewed and discussed the profitability information. The Trustees recognized that this information is not audited and represents the Adviser’s determination of its and its affiliates’ revenues from the contractual services provided to the Funds, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using allocation methodologies developed by the Adviser. The Trustees also recognized that it is difficult to make direct comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers’ operating profits and net income are net of distribution and marketing expenses. Based upon their review, the Trustees concluded that the profitability to the Adviser under each Advisory Agreement was not unreasonable in light of the services and benefits provided to each Fund.

The Trustees also considered the fees that the Adviser earned from the Funds for providing administrative services. The Trustees also considered the fees paid to JPMCB, also an affiliate of the Adviser, for custody, transfer agency and other related services for each Fund. It was noted that under the new fee structure, JPMIM will be responsible for providing the administrative services under the Management Agreement and for paying JPMCB for the services that it provides.

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The Trustees also considered the fact that because each Fund’s total expense ratio would decrease, or stay the same, the Adviser’s profitability was not expected to change in the near term as a result of the transition to the unitary fee structure. They also noted, however, that if Fund assets increase, Fund fees will not necessarily decrease even if the Fund and JPMIM achieve economies of scale. In this regard, the Trustees noted that after the Management Agreement’s initial two-year term, the Trustees would have the opportunity to review the fee each year as part of the annual contract review process.

Based on the review performed in consideration of the renewal of the Advisory Agreement, the Trustees concluded that the projected profitability to the Adviser under the Management Agreement would not be unreasonable in light of the anticipated services and benefits provided to each Fund under the new fee structure.

Economies of Scale

In connection with its review of the Advisory Agreement, the Board discussed potential economies of scale or other efficiencies that may result from increases in the Funds’ asset levels. The Trustees noted that the management fees and other expenses paid by the Funds under the Management Agreement would be the same as or less than the amounts the Funds would have paid under the prior structure, which involved the Advisory and Administration Agreements operating in conjunction with a terminable expense limitation agreement. The Trustees further considered that shareholders would benefit because expenses would be limited even when Funds are new or if assets decreased. The Trustees also considered the fact that increases in assets would not lead to fee decreases even if economies of scale were achieved, but that they will have the opportunity to further review the appropriateness of the fee payable to the Adviser under the Management Agreement in the future.

Investment Performance

Except with respect to the JPMorgan Core Plus ETF Fund which commenced operations in January 2019, the Trustees considered each Fund’s investment strategy and process, portfolio management team and competitive positioning against identified peer funds and benchmark indexes (for actively managed Funds) and a comparison of Fund performance against the index the Fund seeks to track (for Funds managed against an index). Performance for each applicable Fund was considered by the Board in approving the continuation of the applicable Fund’s Advisory Agreement in December 2018 and is also reviewed by the Trustees at regular Board Meetings. After considering such information, the Trustees concluded that the prospects for competitive future performance were acceptable.

For JPMorgan Core Plus Bond ETF, the Board considered the Fund’s investment strategy and processes, the portfolio management team and competitive positioning against identified peer funds, as well as the fact that the Fund had recently commenced operations, and concluded that the prospects for competitive future performance were acceptable.

Management Fees and Expense Ratios

The Trustees considered the contractual unitary management fee rate that will be paid by each Fund to the Adviser and compared that rate to the information prepared by Broadridge concerning management fee rates paid by other funds in the same Broadridge category as the Fund. The Trustees also considered additional fund comparisons proposed by the Adviser. The Trustees also considered information comparing the management fee for the Fund to the expense ratios of mutual funds with similar investment objectives or in similar asset classes managed by the Adviser.

The Trustees noted that each Fund’s estimated unitary management fees were in line with fees for identified peer funds. After considering the factors identified above, in light of the information, the Trustees concluded that the proposed management fees were reasonable.

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Based on the foregoing, the Board, including all of the Independent Trustees, unanimously: (a) concluded that the terms of the Management Agreement are fair and reasonable; (b) concluded that the proposed fees were reasonable in light of the services that the Adviser will provide to the Funds; and (c) approved the Management Agreement, and recommended that shareholders approve the agreement.

REQUIRED VOTE

Approval of the proposal for each Fund requires the affirmative vote of “a majority of the outstanding voting securities” (as defined in the 1940 Act) of the Fund. Under the 1940 Act, the vote of “a majority of the outstanding securities” means the vote of (i) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund, whichever is less. Abstentions will not be considered votes cast and will have the same effect as votes cast against the proposal. With respect to the proposal, broker-dealer firms will not be permitted to grant voting authority without shareholder instructions with respect to the proposal. Shareholders of each Fund are entitled to one vote for each dollar of net asset value represented by such shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the net asset value of such shares, if any.

If shareholders of a Fund approve the Management Agreement, it will become effective on the later of: (1) November 1, 2019 and (2) such later date as is determined by the officers of the Trust after the Management Agreement is approved by the Fund’s shareholders. In the event that sufficient votes to approve the proposal on behalf of one or more Funds are not received, whether or not a quorum is present, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Alternatively, if shareholders of the Fund do not approve the Management Agreement, the Advisory and Administration Agreements and current expense limitation agreement will remain in effect until terminated in accordance with its terms and the Board will consider whether to pursue alternative action.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSAL

ADDITIONAL INFORMATION ABOUT THE ADVISER

J.P. Morgan Investment Management Inc., 383 Madison Avenue, New York, NY 10179, makes the day-to-day investment decisions for the Funds and continuously reviews, supervises and administers each Fund’s investment program. In addition, the Adviser serves as investment adviser to various clients, including exchange-traded funds, mutual funds and individual, corporate, charitable and retirement accounts. JPMIM is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. The address for both of these entities is 383 Madison Avenue, New York, NY 10179. As of December 31, 2018, JPMIM managed over $1.036 trillion in assets.

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The following table identifies the name, title and principal occupation of the principal executive officers and each member of the Board of Directors of JPMIM:

No Trustee of the Trust is a Director, officer, employee or shareholder of JPMIM. The officers listed on Appendix E are officers and/or employees of JPMIM’s parent company JPMorgan Chase & Co. or one of its affiliates. With the exception of Keri E. Riemer and Stephen M. Ungerman, all officers of the Trust hold stock or other securities of JPMorgan Chase & Co.

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The Adviser acts as investment adviser to the following investment companies that have substantially similar investment objective and strategies as one of the Funds:

GENERAL INFORMATION ABOUT THE FUNDS

Management and Other Service Providers

The Funds are series of the Trust. Appendix D sets forth information concerning the current executive officers of the Trust. In addition, set forth below is a description of the current service providers of the Funds.

In addition to serving as Adviser, JPMIM provides administrative services to each Fund.

JPMorgan Distribution Services, Inc. (“JPMDS”), 1111 Polaris Parkway, Columbus, Ohio 43240, serves as distributor to the Fund pursuant to a Distribution Agreement dated as of October 1, 2017. JPMDS is an affiliate of JPMIM and a direct wholly-owned subsidiary of JPMorgan Chase & Co.

JPMCB serves as custodian, fund accounting agent and transfer agent for each Fund.

Information regarding the fees paid by the Funds to JPMIM and its affiliates for services provided during the most recent fiscal year is included in Appendix C to this Proxy Statement. If the proposal is approved, such services will continue to be provided.

Portfolio Transactions and Brokerage

Each Fund did not pay brokerage commissions to any affiliated broker-dealers for its most recently completed fiscal year.

Purchases or Sales of Securities of the Adviser

Since the beginning of the most recently completed fiscal year, no trustee of the Trust has made any purchases or sales of securities involving more than 1% of the outstanding securities of any class of JPMIM or any of its affiliates.

No Other Matters

The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

Shareholder Proposals

The Trust does not hold annual shareholder meetings. Any shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Funds at their principal office, 277 Park Avenue, New York, New York 10172, within a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting.

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Shareholder Communications with Board

Shareholders wishing to send communications to the Board or specific members of the Board should submit the communication in writing to the attention of the President of the Trust, at 277 Park Avenue, New York, New York 10172, identifying the correspondence as intended for the Board or for a specified member of the Board. The Trust will maintain a copy of any such communication and promptly forward it to the Board no less frequently than monthly. The Board will periodically review such communications and determine how to respond, if at all.

VOTING INFORMATION

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board to be used at the Meeting. This Proxy Statement, along with a Notice of the Special Meeting of Shareholders and Proxy Card, is first being mailed to shareholders of the Funds on or about July 5, 2019. Only shareholders of record as of the close of business on the Record Date, June 24, 2019, will be entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof. If the enclosed form of Proxy Card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed Proxy Cards will be voted FOR the approval of the Management Agreement. A proxy may be revoked at any time on or before the Meeting by written notice to the Secretary of the Fund at the address on the cover of this Proxy Statement or by attending and voting at the Meeting. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, for approval of the proposal for each Fund.

You are strongly encouraged to be sure your broker-dealer or other financial intermediary has instructions on how your shares are to be voted.

Quorum

The presence in person or by proxy of the holders of record of one-third of the outstanding shares of a Fund entitled to vote shall constitute a quorum at the Meeting with respect to that Fund for purposes of the proposal.

ATTENDING THE MEETING

If you wish to attend the meeting in person you will be required to present proper identification and proof of share ownership as of the Record Date.

Identification

All shareholders and valid proxy holders must provide a valid form of government-issued photo identification, such as a valid driver’s license or passport. In addition, if you are representing an entity that is a shareholder, you must provide evidence of your authority to represent that entity at the meeting.

Proof of Ownership

Holders of record (i.e., if you hold shares in your own name) — The top half of the Proxy Card or your notice of internet availability of proxy materials indicating the holder of record (whose name and share ownership may be verified against our list of registered shareholders) can be used.

Holders in street name (i.e., if your shares are held through a broker, bank, or other nominee) — A brokerage statement that demonstrates share ownership as of the Record Date or a letter from your bank or broker indicating that you held shares as of the Record Date are examples of proof of share ownership. If you

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want to vote your shares held in street name in person, you must also provide a written proxy in your name from the broker, bank, or other nominee that holds your shares.

Valid proxy holders for holders of record — A written legal proxy to you signed by the holder of record (whose name and share ownership may be verified against our list of registered shareholders), and proof of ownership by the holder of record as of the Record Date (see “Holders of record” above).

Valid proxy holders for holders in street name — A written legal proxy from the brokerage firm or bank holding the shares to the street name holder that is assignable and a written legal proxy to you signed by the street name holder, together with a brokerage statement or letter from the bank or broker indicating that the holder in street name held shares as of the Record Date.

Guests — Admission of persons to the meeting who are not shareholders is subject to space limitations and to the sole discretion of Fund management.

ADJOURNMENTS

In the event that sufficient votes to approve the proposal on behalf of one or more Funds are not received, whether or not a quorum is present, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require an affirmative vote by the holders of a majority of the shares present in person or by proxy and entitled to vote at the Meeting. In determining whether to adjourn the Meeting with respect to the proposal for one or more Funds, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. In addition, if, in the judgment of persons named as proxies, it is advisable to defer action on the proposal on behalf of one or more Funds, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal for a reasonable period or periods. In the event of an adjournment, no further notice is needed other than an announcement at the Meeting to be adjourned if the adjourned meeting is held within a reasonable time after the date set for the Meeting. The persons named as proxies will vote upon such adjournment after consideration of the best interests of all shareholders.

EFFECT OF ABSTENTIONS

For purposes of determining the presence of a quorum for transacting business at the Meeting, executed proxies marked as abstentions will be treated as shares that are present for quorum purposes but which have not been voted. Accordingly, abstentions will effectively be a vote against the proposal. In addition, abstentions will effectively be a vote against adjournment, for which the required vote is a percentage of the shares present and entitled to vote at the Meeting.

PROXY SOLICITATION

Proxies are being solicited by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by officers or employees of J.P. Morgan Funds, JPMIM and their affiliates or by proxy soliciting firms retained by the Funds. The Funds have retained AST Fund Solutions, LLC (“AST”), a proxy solicitor, to assist in the solicitation of Proxy Cards primarily by contacting shareholders by telephone and facsimile. By contract, AST, among other things, will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing to any third party shareholder information; and (iii) required to comply with applicable state telemarketing laws. The cost of retaining such proxy solicitor will be deemed an expense relating to the Meeting. The cost of AST’s services is expected to be approximately $711,000. In addition, JPMIM may reimburse persons holding shares in their names or in the names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners. JPMIM will waive its fees and/or reimburse expenses of the Funds, as needed, in an amount sufficient to offset

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costs incurred by each Fund relating to the Meeting, including any costs associated with the solicitation of proxies.

As the meeting date approaches, shareholders of the Funds may receive a call from a representative of JPMIM or AST if the Fund has not yet received their vote. Authorization to permit JPMIM or AST to execute proxies may be obtained by telephonic or electronically transmitted instructions from Fund shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. Management of the Funds believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, JPMIM or AST representative is required to ask the shareholder for the shareholder’s full name, address, social security number or employer identification number, title (if the person giving the proxy is authorized to act on behalf of an entity, such as a corporation), the number of shares owned and to confirm that the shareholder has received this Proxy Statement in the mail. If the shareholder information solicited agrees with the information provided to JPMIM or AST by the Funds, the JPMIM or AST representative has the responsibility to explain the process, read the proposal listed on the Proxy Card, and ask for the shareholder’s instructions on the proposal. The representative of JPMIM or AST, although permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. JPMIM or AST will record the shareholder’s instructions on the Proxy Card. Within 72 hours, JPMIM or AST will send the shareholder a letter or mailgram to confirm the shareholder’s vote and asking the shareholder to call JPMIM or AST immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

SHARE INFORMATION

The chart below lists the number of shares of the Funds that were outstanding as of the close of business on the Record Date:

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Appendix E includes information on the persons who owned of record, or were known to own beneficially, 5% or more of the outstanding shares of each Fund.

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APPENDIX A

INFORMATION REGARDING THE FEES PAID TO

J.P. MORGAN INVESTMENT MANAGEMENT INC.

UNDER THE ADVISORY AGREEMENT

AND UNDER THE MANAGEMENT AGREEMENT

The Investment Adviser

J.P. Morgan Investment Management Inc. currently serves as investment adviser to the Funds pursuant to the Advisory Agreement between the Adviser and the Trust, on behalf of each Fund.

Comparative Fee Tables and Expense Examples

For each Fund, the tables below set forth (1) the annual fund operating expenses of the Fund for the fiscal year ended October 31, 2018 or February 28, 2019, depending on the Fund’s fiscal year end; and (2) the pro forma annual fund operating expenses of the Fund for the same period assuming the Management Agreement had been in effect.

JPMORGAN BETABUILDERS CANADA ETF

Comparative Fee Table

A-1

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN BETABUILDERS DEVELOPED ASIA EX-JAPAN ETF

Comparative Fee Table

A-2

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN BETABUILDERS EUROPE ETF

Comparative Fee Table

A-3

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN BETABUILDERS JAPAN ETF

Comparative Fee Table

A-4

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

A-5

JPMORGAN BETABUILDERS MSCI US REIT ETF

Comparative Fee Table

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 6/30/22 and total annual fund operating expenses thereafter

A-6

and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN CORE PLUS BOND ETF

Comparative Fee Table

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

A-7

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 6/30/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN CORPORATE BOND RESEARCH ENHANCED ETF

Comparative Fee Table

A-8

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 6/30/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN DISCIPLINED HIGH YIELD ETF

Comparative Fee Table

A-9

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 6/30/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN DIVERSIFIED ALTERNATIVES ETF

Comparative Fee Table

A-10

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

A-11

JPMORGAN DIVERSIFIED RETURN EMERGING MARKETS EQUITY ETF

Comparative Fee Table

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter

A-12

and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN DIVERSIFIED RETURN EUROPE EQUITY ETF

Comparative Fee Table

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

A-13

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

JPMORGAN DIVERSIFIED RETURN GLOBAL EQUITY ETF

Comparative Fee Table

A-14

Comparative Expense Example

This Example is intended to help you compare the cost of investing in shares of the Fund under the Advisory Agreement and the cost of investing in shares of the Fund under the Management Agreement, if it is adopted.

The Example also assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are 1) under the Advisory Agreement, equal to the total annual fund operating expenses after fee waivers and expense reimbursements as shown in the Comparative Fee Table above through 2/28/22 and total annual fund operating expenses thereafter and 2) under the proposed Management Agreement, remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: