CUSTODY AGREEMENTCustody Agreement • May 24th, 2023 • JPMorgan Private Markets Fund • New York
JPMORGAN PRIVATE MARKETS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST MAY 16, 2023Agreement and Declaration of Trust • May 24th, 2023 • JPMorgan Private Markets Fund
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on May 16, 2023 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.
ADMINISTRATION AGREEMENTAdministration Agreement • May 24th, 2023 • JPMorgan Private Markets Fund • New York
This Administration Agreement (“Agreement”) dated and effective as of [ ], 2023, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and JPMorgan Private Markets Fund, a Delaware statutory trust (the “Trust”).
Services AgreementServices Agreement • May 24th, 2023 • JPMorgan Private Markets Fund • Massachusetts
JPMorgan Private Markets Fund FORM OF SELLING AND SHAREHOLDER SERVICING AGREEMENTSelling and Shareholder Servicing Agreement • May 24th, 2023 • JPMorgan Private Markets Fund
DISTRIBUTION AGREEMENTDistribution Agreement • May 24th, 2023 • JPMorgan Private Markets Fund • New York
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of , 2023, by and between JPMorgan Private Markets Fund, a Delaware statutory trust (the “Fund”), and J.P. Morgan Institutional Investments Inc. (the “Distributor”), a Delaware corporation.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTInvestment Advisory and Management Agreement • May 24th, 2023 • JPMorgan Private Markets Fund
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT (the “Agreement”) is made this 12th day of May, 2023, by and between JPMorgan Private Markets Fund (the “Fund”) and J.P. Morgan Investment Management Inc. (the “Adviser”).
Investor Name Subscription Agreement CLASS S SHARES, CLASS D SHARES AND CLASS I SHARES Effective as of [ ] 2023.Subscription Agreement • May 24th, 2023 • JPMorgan Private Markets Fund
This Investor Application is utilized for the offering of shares of beneficial interest (the “Shares”) of JPMorgan Private Markets Fund (the “Fund”). This Investor Application may be used only by investors that are both (i) “accredited investors” within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) “qualified clients” within the meaning given to such term in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
MANAGEMENT FEE WAIVER AGREEMENT JPMORGAN PRIVATE MARKETS FUNDManagement Fee Waiver Agreement • May 24th, 2023 • JPMorgan Private Markets Fund • New York
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.
New York, NY 10172Investment Agreement • May 24th, 2023 • JPMorgan Private Markets Fund • New York
This letter agreement (this “Agreement”) sets forth the commitment of J.P. Morgan Investment Management Inc. (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, common shares of beneficial interest of JPMorgan Private Markets Fund (the “Fund”), a Delaware statutory trust registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Sponsor and the Fund hereby agree as follows:
EXPENSE LIMITATION AGREEMENT JPMORGAN PRIVATE MARKETS FUNDExpense Limitation Agreement • May 24th, 2023 • JPMorgan Private Markets Fund
In addition, the Adviser hereby contractually agrees to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net advisory fees it collects from the affiliated money market funds on the Fund’s investment in such money market funds.
