Exemption Application under Investment Company Act (Form 40-APP/A)

File No. 812-15950

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

In the Matter of the Application of:

JPMORGAN PRIVATE MARKETS FUND, JPMORGAN CREDIT MARKETS FUND, J.P. MORGAN INVESTMENT MANAGEMENT INC., COURIER PRIVATE EQUITY FUND L.P., FLORIDA SUNSHINE STATE FUND L.P., PEG AGGREGATOR 2022 L.P., PEG AGGREGATOR 2023 L.P., PEG CO-INVESTMENT FUND L.P., PEG GLOBAL PRIVATE EQUITY VIII L.P., PEG GLOBAL PRIVATE EQUITY IX L.P., PEG GLOBAL PRIVATE EQUITY X (HOLDING) L.P., PEG GLOBAL PRIVATE EQUITY XI (HOLDING) L.P., PEG HO PRIVATE EQUITY FUND L.P., PEG U.S. CORPORATE FINANCE VII L.P., PEG VENTURE CAPITAL VI L.P., PEG WELBORN PRIVATE EQUITY FUND L.P., PEG Z GLOBAL PRIVATE EQUITY FUND L.P., RED RIVER VENTURE CAPITAL FUND II L.P., UISIF PRIVATE EQUITY FUND L.P., TEAMSTERS JOINT COUNCIL NO. 83 OF VIRGINIA PENSION FUND PRIVATE EQUITY FUND L.P., 2018 PRIVATE EQUITY FUND L.P., PEG GLOBAL PRIVATE EQUITY XII (HOLDING) L.P,, PEG NICKEL CUSTOM FUND L.P., CONCORDIA FUND J L.P., PEG CO-INVESTMENT FUND II L.P., PEG SECONDARY PORTFOLIO (HOLDING) L.P., ASRS PE CO-INVESTMENTS L.P., METACOMET FUND L.P., RED & GREY 2023 PRIVATE EQUITY FUND L.P., PEG J PRIVATE EQUITY FUND L.P., PEG L GLOBAL PE SMA L.P., PEG U.S. SMALL-MID MARKET BUYOUTS FUND VIII L.P., PEG AGGREGATOR 2025 L.P., PEG C PRIVATE EQUITY FUND L.P., PEG CO-INVEST AGGREGATOR 2025 L.P., PEG SECONDARY AGGREGATOR 2025 L.P., PEG AGGREGATOR 2024 L.P., PEG B OVERFLOW FUND L.P., PRIVATE CREDIT SECONDARIES 23 FUND, L.P., PRIVATE CREDIT SECONDARIES 23 FUND (LUXEMBOURG), SCSP, PRIVATE CREDIT SECONDARIES 23 U.S. NOTE ISSUER, L.L.C., AND PCS 23 HOLDINGS, L.P.

277 Park Avenue

New York, New York 10172

All Communications, Notices and Orders to:

Carmine Lekstutis

J.P. Morgan Investment Management Inc.

277 Park Avenue

New York, New York 10172

(212) 648-0919

[email protected]

Copies to:

Rajib Chanda, Esq.

Ryan P. Brizek, Esq.

Neesa Patel Sood, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

(202) 636-5500

[email protected]

[email protected]

[email protected]

March 6, 2026

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

The following entities hereby request an order (the "Order") of the U.S. Securities and Exchange Commission (the "SEC" or "Commission") under Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"),¹ and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. The Order would supersede the exemptive order issued by the Commission on June 6, 2023 (the "Prior Order")² that was granted pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1, with the result that no person will continue to rely on the Prior Order if the Order is granted.

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The relief requested in this application for the Order (the "Application") would allow a Regulated Fund⁵ and one or more Affiliated Entities⁶ to engage in Co-Investment Transactions⁷ subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that participate in a Co-Investment Transaction are collectively referred to herein as "Participants."⁸ The Applicants do not seek relief for transactions effected consistent with Commission staff no-action positions.⁹

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. "Wholly-Owned Investment Sub" means an entity: (a) that is a "wholly-owned subsidiary" (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. "Joint Venture" means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). "BDC Downstream Fund" means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture's or BDC Downstream Fund's chief compliance officer, and the Joint Venture's or BDC Downstream Fund's investment committee will be deemed to be the Joint Venture's or BDC Downstream Fund's Board.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

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JPMF is a Delaware statutory trust that is registered under the 1940 Act as a non-diversified, closed-end management investment company.

JPMF's investment objective is to seek to provide long-term capital appreciation. In pursuing its investment objective, JPMF intends to invest primarily in an actively managed portfolio of private equity and other private assets. JPMF's investment exposure to these strategies is implemented via a variety of investment types that include: (i) investments in private equity funds managed by various unaffiliated asset managers ("Private Equity Portfolio Funds") acquired in privately negotiated transactions (a) from investors in these Private Equity Portfolio Funds, and/or (b) in connection with a restructuring transaction of a Private Equity Portfolio Fund(s); (ii) indirect investments in the equity of private companies, alongside private equity funds and/or other private equity firms via special purpose vehicles; and (iii) primary investments in newly formed Private Equity Portfolio Funds. To manage portfolio liquidity, JPMF may also have exposure to privately placed debt securities and other yield-oriented investments. JPMF may modify its investment strategy in the future.

JPMF has a four-member board (the "JPMF Board") of which three members are not "interested" persons of JPMF within the meaning of Section 2(a)(19) of the 1940 Act.¹⁰

JCMF is a Delaware statutory trust that is registered under the 1940 Act as a non-diversified, closed-end management investment company.

JCMF's investment objective is to provide income and capital appreciation over the long term. In pursuing its investment objective, JCMF intends to invest in an actively managed portfolio of credit investments, including but not limited to loans, bonds, other credit instruments, collateralized debt obligations, collateralized loan obligations, asset-backed securities, credit-linked notes or other structured finance securities ("credit investments"). JCMF's investment exposure to credit investments is implemented via a variety of investment types that include: (i) investments in credit funds or pools of credit assets managed by various unaffiliated asset managers ("Portfolio Funds") acquired in privately negotiated transactions (a) from investors in these Portfolio Funds, and/or (b) in connection with a restructuring transaction of a Portfolio Fund; (ii) credit investments, either directly or indirectly via special purpose or other vehicles sponsored and controlled by various unaffiliated asset managers; (iii) primary investments in Portfolio Funds; and (iv) structured finance securities. To manage the liquidity of its investment portfolio, JCMF also invests a portion of its assets in a portfolio of investment grade bonds, high yield bonds, short-term debt securities, leveraged loans, U.S. Government securities, affiliated and unaffiliated money market securities, mutual funds and/or exchange traded funds, cash and/or cash equivalents. JCMF may modify its investment strategy in the future.

JCMF has a four-member board (the "JCMF Board" and, together with the JPMF Board and the board of directors or trustees of any Future Regulated Fund, the "Board") of which three members are not "interested" persons of JCMF within the meaning of Section 2(a)(19) of the 1940 Act.

JPMIM is the investment adviser to the Existing Affiliated Funds. Each Existing Affiliated Fund is a separate and distinct legal entity and, when and if offering its interests to U.S. persons, would be an investment company but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the 1940 Act. A complete list of the Existing Affiliated Funds is included in Appendix A.

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JPMIM is an investment adviser registered with the Commission under the Advisers Act and serves as investment adviser to each Existing Regulated Fund and each Existing Affiliated Fund. JPMIM was incorporated in Delaware on February 7, 1984. JPMorgan Asset Management Holdings Inc., which is a subsidiary of JPMorgan Chase & Co. ("JPMorgan Chase"), owns all the common stock of JPMIM and thus JPMorgan Chase is presumed to control JPMIM for purposes of the 1940 Act.

The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder to permit, subject to the terms and conditions set forth below in this Application (the "Conditions"), each Regulated Fund to be able to participate with one or more Affiliated Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.

Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is "a joint or a joint and several participant with such person" in contravention of such rules as the SEC may prescribe "for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant."

Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered investment company, acting as principal, from participating in, or effecting any transaction in connection with, any "joint enterprise or other joint arrangement or profit-sharing plan"¹¹ in which the fund is a participant without first obtaining an order from the SEC.

Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC's rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a).

Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a business development company, respectively, including a sub-adviser. Thus, an Adviser and

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any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). Accordingly, with respect to JPMIM, and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with JPMIM, and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

1. Same Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company's board of directors, the right to appoint a board observer or any similar right to participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.¹²

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the "required majority," as defined in Section 57(o) of the 1940 Act,¹³ of the Regulated Fund ("Required Majority") will take the steps set forth in Section 57(f) of the 1940 Act,¹⁴ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.¹⁵

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4. No Remuneration. Any transaction fee¹⁶ (including break-up, structuring, monitoring or commitment fees but excluding broker's fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund's participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund (the "Co-Investment Policies"). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the Regulated Funds and will notify the Regulated Funds of any material changes thereto.¹⁷

6. Dispositions:

(a) Prior to any Disposition¹⁸ by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities participating in such Disposition.

(b) Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a Tradable Security.¹⁹

7. Board Oversight

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8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section 57(f).²⁰

9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of that rule.

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.

Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances. If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund's size; (iii) have greater bargaining power (notably with regard to creditor protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.

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Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d) and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant's specific investment profile and other relevant characteristics.

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the "Existing Orders").²¹ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

Please address all communications concerning this Application, the Notice and the Order to:

Carmine Lekstutis

J.P. Morgan Investment Management Inc.

277 Park Avenue

New York, New York 10172

(212) 648-0919

[email protected]

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Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:

Rajib Chanda, Esq.

Ryan P. Brizek, Esq.

Neesa Patel Sood, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

(202) 636-5500

[email protected]

[email protected]

[email protected]

The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.

Pursuant to Rule 0-2(c), Applicants hereby state that each Applicant has authorized to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been taken.

The Applicants have caused this Application to be duly signed on their behalf on the 6th day of March, 2026.

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Exhibit A

VERIFICATION

The undersigned states that he or she has duly executed the foregoing Application dated as of March 6, 2026 for and on behalf of each entity listed below; that he or she is the authorized person of each such entity; and that all action by officers, directors, and other bodies necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned further states that he or she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.

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Appendix A

Below is a list of the Existing Affiliated Funds. All such Existing Affiliated Funds are advised by the Existing Adviser:

2018 Private Equity Fund L.P.

ASRS PE Co-Investments L.P.

Concordia Fund J L.P.

Courier Private Equity Fund L.P.

Florida Sunshine State Fund L.P.

Metacomet Fund L.P.

PCS 23 Holdings, L.P.

PEG Aggregator 2022 L.P.

PEG Aggregator 2023 L.P.

PEG Aggregator 2024 L.P.

PEG Aggregator 2025 L.P.

PEG B Overflow Fund L.P.

PEG C Private Equity Fund L.P.

PEG Co-Invest Aggregator 2025 L.P.

PEG Co-Investment Fund II L.P.

PEG Co-Investment Fund L.P.

PEG Global Private Equity IX L.P.

PEG Global Private Equity VIII L.P.

PEG Global Private Equity X (Holding) L.P.

PEG Global Private Equity XI (Holding) L.P.

PEG Global Private Equity XII (Holding) L.P.

PEG HO Private Equity Fund L.P.

PEG J Private Equity Fund L.P.

PEG L Global PE SMA L.P.

PEG Nickel Custom Fund L.P.

PEG Secondary Aggregator 2025 L.P.

PEG Secondary Portfolio (Holding) L.P.

PEG U.S. Corporate Finance VII L.P.

PEG U.S. Small-Mid Market Buyouts Fund VIII L.P.

PEG Venture Capital VI L.P.

PEG WELBORN Private Equity Fund L.P.

PEG Z Global Private Equity Fund L.P.

Private Credit Secondaries 23 Fund (Luxembourg), SCSp

Private Credit Secondaries 23 Fund, L.P.

Private Credit Secondaries 23 U.S. Note Issuer, L.L.C.

Red & Grey 2023 Private Equity Fund L.P.

Red River Venture Capital Fund II L.P.

Teamsters Joint Council NO. 83 of Virginia Pension Fund Private Equity Fund L.P.

UISIF Private Equity Fund L.P.

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Exhibit B

Appendix B

Resolutions of the Board of Trustees (the "Board") of

JPMorgan Private Markets Fund (the "Fund")

WHEREAS, the Board has reviewed the Fund's Co-Investment Exemptive Application (the "Exemptive Application"), a copy of which is attached hereto as an exhibit, for an order of the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 thereunder permitting certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder; and

WHEREAS, the Board deems it advisable and in the best interest of the Fund that the Fund file the Exemptive Application.

RESOLVED, that the officers of the Fund (the "Officers") be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form attached hereto; and

FURTHER RESOLVED, that the Officers shall be, and hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application, together with such exhibits and other documents thereto, as are satisfactory in form and substance to counsel to the Fund in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by the Officers, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund; and

FURTHER RESOLVED, that each Officer be, and hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as the Officer may deem necessary and to identify by such Officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval of any document, instrument or provision or any addition, deletion or change in any document or instrument.

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Appendix C

Resolutions of the Board of Trustees (the "Board") of

JPMorgan Credit Markets Fund (the "Fund")

WHEREAS, the Board has reviewed the Fund's Co-Investment Exemptive Application (the "Exemptive Application"), a copy of which is attached hereto as an exhibit, for an order of the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 thereunder permitting certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder; and

WHEREAS, the Board deems it advisable and in the best interest of the Fund that the Fund file the Exemptive Application.

RESOLVED, that the officers of the Fund (the "Officers") be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form attached hereto; and

FURTHER RESOLVED, that the Officers shall be, and hereby are, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application, together with such exhibits and other documents thereto, as are satisfactory in form and substance to counsel to the Fund in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by the Officers, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund; and

FURTHER RESOLVED, that each Officer be, and hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as the Officer may deem necessary and to identify by such Officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval of any document, instrument or provision or any addition, deletion or change in any document or instrument.

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