J.P. Morgan Exchange-Traded Fund Trust

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

March 30, 2023

Allison M. Fumai, Esq.
Dechert LLP
allison.fumai@dechert.com

Re: J.P. Morgan Exchange-Traded Fund Trust
       Request for Exemptive Relief from Exchange Act Rule 14e-5

Dear Ms. Fumai:

We are responding to your letter requesting exemptive relief dated March 30, 2023 and addressed to Ted Yu and Perry Hindin. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. Our grant of exemptive relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;
• if there is a change in the composition of a Fund’s Proxy Portfolio and a broker-dealer acting as a dealer-manager of a tender offer is unable to rely on the exception found in Exchange Act Rule 14e-5(b)(5) for basket transactions for the reasons stated in your letter, then any purchases of a Proxy Portfolio component by such dealer-manager during a tender offer will be effected for the purpose of adjusting a basket of securities in the ordinary course of its business and not for the purpose of facilitating a tender offer; and
• except for the relief specifically granted herein, any broker-dealer acting as a dealer-manager of a tender offer will comply with Exchange Act Rule 14e-5.

This exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.