MANAGEMENT FEE WAIVER AGREEMENT JPMORGAN PRIVATE MARKETS FUND
Exhibit (k)(4)
MANAGEMENT FEE WAIVER AGREEMENT
000 Xxxx Xxxxxx
May 12, 2023
X.X. Xxxxxx Investment Management Inc.
000 Xxxx Xxxxxx
Ladies and Gentlemen:
X.X. Xxxxxx Investment Management Inc. (the “Adviser”) hereby agrees, that for the period beginning on the commencement of operations (“Commencement Date”) of JPMorgan Private Markets Fund (the “Fund”) until June 30, 2024 (“Limitation Period”), to reduce the annual rate of its Advisory Fee payable under the Investment Advisory and Management Agreement, dated May 12, 2023, between the Adviser and the Fund (the “Advisory Agreement”) from 1.00% to 0.25% (the “Fee Waiver”). The Fee Waiver shall not apply to nor have any effect on the Incentive Fee payable pursuant to the terms of the Advisory Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Advisory Agreement.
This agreement (the “Agreement”) will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Any amendment to this Agreement shall be in writing signed by the parties hereto, and requires the approval of the Board of Trustees of the Fund (the “Board”), including a majority of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Fund (the “Independent Trustees”). This Agreement may not be terminated by the Adviser prior to the expiration of the Limitation Period. This Agreement supersedes any prior agreement with respect to the subject matter hereof.
The Adviser may extend or otherwise amend the terms of this Agreement, subject to approval of the Board, including a majority of the Independent Trustees, after the initial term of this Agreement.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
| Very truly yours, | ||
| JPMORGAN PRIVATE MARKETS FUND | ||
| By: |
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| Name: | ||
| Title: | ||
| X.X. XXXXXX INVESTMENT MANAGEMENT INC. | ||
| By: |
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| Name: |
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| Title: |
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[Signature Page to Management Fee Waiver Agreement]
