JPMorgan Private Markets Fund

07/01/2024 | Press release | Distributed by Public on 07/01/2024 14:50

Supplemental Prospectus - Form 424B3

JPMorgan Private Markets Fund
Filed Pursuant to Rule
424(b)(3)

File No. 333-267866
JPMORGAN PRIVATE MARKETS FUND
(All Share Classes)
(the "Fund")
Supplement dated July 1, 2024
to the Current Prospectus, as supplemented
Effective July 13, 2024, the expense limitation agreement (the "Expense Limitation Agreement") between the Fund and J.P. Morgan Investment Management, Inc. (the "Adviser") will be renewed with revised terms for an additional term ending on July 31, 2025. Pursuant to the Expense Limitation Agreement, the Adviser will agree to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund, if required to ensure certain annual operating expenses (excluding the Advisory Fee, Incentive Fee, any Distribution and Servicing Fee (as these terms are defined in the Prospectus), interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses relating to short sales, borrowing costs, merger or reorganization expenses, shareholder meetings expenses, litigation expenses, expenses associated with the acquisition and disposition of investments (including interest and structuring costs for borrowings and line(s) of credit) and extraordinary expenses, if any; collectively, the "Excluded Expenses") do not exceed 0.40% per annum (excluding Excluded Expenses) of the Fund's average monthly net assets of each class of the Fund's shares (the "Shares"). Prior to July 13, 2024, such amount is 0.30% per annum (excluding Excluded Expenses) of the Fund's average monthly net assets of each class of Shares.
The Adviser previously agreed to reduce its Advisory Fee to an annual rate of 0.25% through June 30, 2024 (the "Fee Reduction Agreement"). The Fee Reduction Agreement expired on June 30, 2024 and will not be extended.
Effective July 13, 2024, the Summary of Fees and Expenses section of the Prospectus is replaced with the below.
SUMMARY OF FEES AND EXPENSES
The fee table below is intended to assist Shareholders in understanding the various costs and expenses that the Fund expects to incur, and that Shareholders can expect to bear, by investing in the Fund. This fee table is based on expenses of the Fund for the fiscal year ending March 31, 2024.
Shareholder Transaction Expenses

(fees paid directly from your investment)
Class S
Shares
Class D
Shares
Class I
Shares
Maximum Sales Load (as a percentage of purchase amount)
(1)
- - -
Maximum Early Repurchase Fee (as a percentage of repurchased amount)
(2)
2.00 % 2.00 % 2.00 %
Estimated Annual Operating Expenses
(as a percentage of net assets attributable to Shares)
Class S
Shares
Class D
Shares
Class I
Shares
Advisory Fee
(3)(7)
1.00 % 1.00 % 1.00 %
Incentive Fee
(4)
0.54 % 0.54 % 0.54 %
Other Expenses
(5)
0.49 % 0.49 % 0.49 %
Distribution and Servicing Fee
0.70 % 0.25 % None
Acquired Fund Fees and Expenses
(6)
0.51 % 0.51 % 0.51 %
Total Annual Expenses
3.24 % 2.79 % 2.54 %
Fee Waiver and/or Expense Reimbursement
(7)(8)
-0.02 % -0.02 % -0.02 %
Total Annual Expenses (After Fee Waiver and/or Expense Reimbursement)
3.22 % 2.77 % 2.52 %
(1)
No upfront sales load will be paid with respect to Class S Shares, Class D Shares or Class I Shares. However, if you buy Class S Shares or Class D Shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D Shares and a 3.5% cap on NAV for Class S Shares. Financial intermediaries will not charge such fees on Class I Shares. Please consult your financial intermediary for additional information.
(2)
A 2.00% Early Repurchase Fee payable to the Fund may be charged with respect to the repurchase of Shares at any time prior to the day immediately preceding the
one-year
anniversary of a Shareholder's purchase of the Shares (on a "first in-first out" basis). An Early Repurchase Fee payable by a Shareholder may be waived in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner that will not discriminate unfairly against any Shareholder. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining Shareholders.
(3)
The Fund pays the Adviser a quarterly Advisory Fee at an annual rate of 1.00% based on value of the Fund's net assets, calculated and accrued monthly as of the last business day of each month. For purposes of determining the Advisory Fee payable to the Adviser, the value of the Fund's net assets will be calculated prior to the inclusion of the Advisory Fee and Incentive Fee, if any, payable to the Adviser or to any purchases or repurchases of Shares of the Fund or any distributions by the Fund.
(4)
At the end of each calendar quarter of the Fund (and at certain other times), the Adviser (or, to the extent permitted by applicable law, an affiliate of the Adviser) will be entitled to receive an Incentive Fee equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account. For the purposes of the Incentive Fee, the term "net profits" shall mean the amount by which (i) the sum of (A) the net asset value of the Fund as of the end of such quarter, (B) the aggregate repurchase price of all shares repurchased by the Fund during such quarter and (C) the amount of dividends and other distributions paid in respect of the Fund during such quarter and not reinvested in additional shares through the DRIP exceeds (ii) the sum of (X) the net asset value of the Fund as of the beginning of such quarter and (Y) the aggregate issue price of shares of the Fund issued during such quarter (excluding any Shares of such Class issued in connection with the reinvestment through the DRIP of dividends paid, or other distributions made, by the Fund through the DRIP). Incentive Fees are accrued monthly and paid quarterly. The "Incentive Fee" is based on estimated amounts for the fiscal year ending March 31, 2025. See "Management and Incentive Fees."
(5)
The Other Expenses include, among other things, professional fees and other expenses that the Fund will bear, including initial and ongoing offering costs and fees and expenses of the Administrator, transfer agent and custodian. The Other Expenses are based on estimated amounts for the Fund's current fiscal year, including the amended Expense Limitation Agreement.
(6)
The Acquired Fund Fees and Expenses include the fees and expenses of the Portfolio Funds in which the Fund invests. Some or all of the Portfolio Funds in which the Fund intends to invest generally charge asset-based management fees. The managers of the Portfolio Funds may also receive performance-based compensation if the Portfolio Funds achieve certain profit levels, generally in the form of "carried interest" allocations of profits from the Portfolio Funds, which effectively will reduce the investment returns of the Portfolio Funds. The Portfolio Funds in which the Fund intends to invest generally charge a management fee of 1.50% to 2.50%, and generally charge between 20% and 30% of net profits as a carried interest allocation, subject to a clawback. The "Acquired Fund Fees and Expenses" disclosed above are based on historic returns of the types of Portfolio Funds in which the Fund already invests and expects to invest, which may change substantially over time and, therefore, significantly affect "Acquired Fund Fees and Expenses." The Acquired Fund Fees and Expenses are based on estimated amounts for the Fund's current fiscal year. The Acquired Fund Fees and Expenses reflects operating expenses of the Portfolio Funds (i.e., management fees, administration fees and professional and other direct, fixed fees and expenses of the Portfolio Funds) and does not reflect any performance-based fees or allocations paid by the Portfolio Funds that are calculated solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed
in-kind.
As such, fees and allocations for a particular period may be unrelated to the cost of investing in the Portfolio Funds. The Total Annual Expenses in this fee table are different from the ratio of expenses to average net assets given in the Financial Highlights, because the Financial Highlights do not include acquired fund fees and expenses.
(7)
Pursuant to an expense limitation agreement (the "Expense Limitation Agreement") with the Fund, the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund, if required to ensure certain annual operating expenses (excluding the Advisory Fee, Incentive Fee, any Distribution and Servicing Fee, interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses relating to short sales, borrowing costs, merger or reorganization expenses, shareholder meetings expenses, litigation expenses, expenses associated with the acquisition and disposition of investments (including interest and structuring costs for borrowings and line(s) of credit) and extraordinary expenses, if any; collectively, the "Excluded Expenses") do not exceed 0.40% per annum (excluding Excluded Expenses) of the Fund's average monthly net assets of each class of Shares. With respect to each class of Shares, the Fund agrees to repay the Adviser any fees waived or expenses assumed under the Expense Limitation Agreement for such class of Shares, provided the repayments do not cause the Fund's annual operating expenses (excluding Excluded Expenses) for that class of Shares to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the Adviser,
whichever is lower. Any such repayments must be made within
thirty-six
months after the month in which the Adviser incurred the expense. The Expense Limitation Agreement will have a term ending July 31, 2025, and the Adviser may extend the term for a period of one year on an annual basis. The Adviser may not terminate the Expense Limitation Agreement during its
one-year
term.
(8)
The Fund may invest in one or more mutual funds and/or ETFs advised by the Adviser or its affiliates (affiliated funds). The Adviser has contractually agreed to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net advisory fees it collects from the affiliated funds on the Fund's investment in such funds.
The purpose of the table above and the examples below is to assist prospective investors in understanding the various costs and expenses Shareholders will bear.
The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The examples assume that all distributions are reinvested at net asset value and that the percentage amounts listed under Annual Expenses remain the same (except that the examples incorporate the fee waiver and expense reimbursement arrangements from the Expense Limitation Agreement for only the
one-year
example and the first year of the three-, five- and
ten-year
examples).
The assumption in the hypothetical example of a 5% annual return is required by regulation of the SEC and is applicable to all registered investment companies.
The assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Fund.
Example 1
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $1,000 Class S Shares investment, assuming a 5% annual return: 32 105 185 420
You would pay the following expenses on a 1,000 Class D Shares investment, assuming a 5% annual return: 28 90 158 361
You would pay the following expenses on a $1,000 Class I Shares investment, assuming a 5% annual return: 26 82 144 328
Example 2
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $25,000 Class S Shares investment, assuming a 5% annual return: 835 2,632 4,615 10,511
You would pay the following expenses on a $25,000 Class D Shares investment, assuming a 5% annual return: 717 2,260 3,962 9,024
You would pay the following expenses on a $25,000 Class I Shares investment, assuming a 5% annual return: 651 2,053 3,598 8,194
The Examples above are based on the annual fees and expenses set forth on the table above. They should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown, and the Fund's actual rate of return may be greater or less than the hypothetical 5.0% return assumed in the examples. A greater rate of return than that used in the Examples would increase the dollar amount of the asset-based fees paid by the Fund, as well as the effect of the Incentive Fee.