As filed with the Securities and Exchange Commission on September 22, 2026

Securities Act File No. 333-284935

Investment Company Act File No. 811-24055

 

 
 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

 

 

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933  
   Pre-Effective Amendment No.  
   Post-Effective Amendment No. 2  

REGISTRATION STATEMENT

UNDER

   THE INVESTMENT COMPANY ACT OF 1940  

Amendment No. 5

 

 

JPMORGAN CREDIT MARKETS FUND

(Exact name of Registrant as specified in Charter)

 

 

277 Park Avenue

New York, New York 10172

(Address of principal executive offices)

1-800-480-4111

(Registrant’s telephone number)

Glenn Hill

277 Park Avenue

New York, New York 10172

(Name and address of agent for service)

 

 

Copy to:

Rajib Chanda

Ryan P. Brizek

Neesa Patel Sood

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

 

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 

Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box)

 

when declared effective pursuant to section 8(c), or as follows:

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

 

immediately upon filing pursuant to paragraph (b) of Rule 486

 

on (date) pursuant to paragraph (b) of Rule 486.

 

60 days after filing pursuant to paragraph (a) of Rule 486.

 

on (date) pursuant to paragraph (a) of Rule 486.

If appropriate, check the following box:

 

This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

 

This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:   .

 

This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:   .

 

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-284935.

Check each box that appropriately characterizes the Registrant:

 

Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“1940 Act”)).

 

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the 1940 Act).

 

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the 1940 Act).

 

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

 

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

 

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934).

 

If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

New Registrant (registered or regulated under the 1940 Act for less than 12 calendar months preceding this filing).

 

 
 


EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-284935 and 811-24055) of JPMorgan Credit Markets Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

 

 

2


PART C

OTHER INFORMATION

 

Item 25.

Financial Statements and Exhibits

 

(1)   Financial Statements:
  Part A: Financial Highlights.
  Part B: Report of Independent Registered Public Accounting Firm, Statement of Assets and Liabilities, Statement of Operations, Notes to Financial Statements
(2)   Exhibits:
  (a)    (1)    Certificate of Trust(1)
     (2)    Second Amended and Restated Agreement and Declaration of Trust(4)
  (b)    Amended and Restated Bylaws(4)
  (c)    Not applicable.
  (d)    Rule 18f-3 Multi-Class Plan(3)
  (e)    Form of Dividend Reinvestment Plan(2)
  (f)    Not applicable.
  (g)    Form of Investment Advisory Agreement(2)
  (h)    (1)    Form of Distribution Agreement(3)
     (2)    Form of Sales Agreement(3)
     (3)    Form of Service Agreement (3)
     (4)    Form of Combined Distribution Plan(3)
  (i)    Not applicable.
  (j)    Global Custody and Fund Accounting Agreement(2)
  (k)    (1)    Form of Administration Agreement(2)
     (2)    Transfer Agency and Service Agreement(2)
     (3)    Form of Expense Limitation Agreement(3)
     (4)    Form of Management Fee Waiver Agreement(2)
     (5)    Form of Shareholder Servicing Agreement(3)
  (l)    Opinion and Consent of Delaware Counsel(2)
  (m)    Not applicable.
  (n)    Consent of Independent Registered Public Accounting Firm(3)
  (o)    Not applicable.
  (p)    (1)    Form of Initial Subscription Agreement(2)
  (q)    Not applicable.
  (r)    (1)    Code of Ethics of Registrant(2)
     (2)    Code of Ethics of Adviser(2)
     (3)    Code of Ethics of Distributor(2)
  (s)    Not applicable.
 

(t)

  

Power of Attorney(2)

 

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(1)

Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on Form N-2 (File No. 333-284935), filed on February 14, 2025.

(2)

Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on Form N-2 (File No. 333-284935), filed on December 12, 2025.

(3)

Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on Form N-2 (File No. 333-284935), filed on July 29, 2026.

(4)

Filed herewith.

 

Item 26.

Marketing Arrangements

See the Distribution Agreement, Sales Agreement and Service Agreement, forms of which are filed as Exhibit (h)(l), (h)(2), and (h)(3), respectively, to this Registration Statement.

 

Item 27.

Other Expenses of Issuance and Distribution

Not applicable.

 

Item 28.

Persons Controlled by or Under Common Control with the Registrant

As of June 30, 2026, each of JCRED Blocker LLC (the “Blocker”), JCRED RIC Holdco LLC, JCRED RIC Intermediate LLC and JCRED RIC SPV LLC (collectively with the Blocker, the “Subsidiaries”), each of which is a Delaware limited liability company, are wholly owned by the Registrant. The Subsidiaries’ financial statements are and will be included, on a consolidated basis, in the Registrant’s annual and semi-annual reports to shareholders.

No other person is directly or indirectly controlled by or under common control with the Registrant, except that the Registrant may be deemed to be controlled by J.P. Morgan Investment Management Inc., the investment adviser to the Registrant. The Adviser was formed under the laws of the State of Delaware. Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-21011).

 

Item 29.

Number of Holders of Securities

As of June 30, 2026:

 

Title of class

   Number of
Record Holders
 

Shares of Beneficial Ownership for Class S

     1  

Shares of Beneficial Ownership for Class A

     1  

Shares of Beneficial Ownership for Class I

     1  

 

Item 30.

Indemnification

Reference is made to Article V, Section 5.3 of the Registrant’s Second Amended and Restated Declaration of Trust, “Risks–Trustees and Officers are subject to limitations on liability and the Fund may indemnify and advance expenses to Trustees and Officers to the extent permitted by law and the Fund’s Declaration of Trust” of this Registration Statement and “Certain Provisions in the Declaration of Trust – Limitation of Liability; Indemnification” of this Registration Statement. The Registrant, its Trustees and officers are insured against certain expenses in connection with the defense of claims, demands, actions, suits, or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suite or proceeding) is asserted against the Registrant by such director, trustee, officer or controlling person or principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

4


Item 31.

Business and Other Connections of Investment Adviser

See “Management of the Fund” in Part B. The business or other connections of each director and officer of J.P. Morgan Investment Management Inc. is currently listed in the investment adviser registration on Form ADV for J.P. Morgan Investment Management Inc. (File No. 801-21011) and is incorporated herein by reference.

 

Item 32.

Location of Accounts and Records

All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of:

J.P. Morgan Investment Management Inc., the Registrant’s investment adviser, at 277 Park Avenue, New York, NY 10172 (records relating to its functions as investment adviser).

J.P. Morgan Institutional Investments Inc., the Registrant’s distributor and shareholder servicing agent, at 270 Park Avenue, New York NY 10017 (records relating to its functions as distributor and shareholder servicing agent).

JPMorgan Chase Bank, N.A., the Registrant’s custodian, at 270 Park Avenue, New York, NY 10017 (records relating to its functions as custodian).

J.P. Morgan Investment Management Inc., the Registrant’s administrator, at 270 Park Avenue, New York, NY 10017 (relating to its functions as administrator).

SS&C GIDS, Inc., the Registrant’s transfer agent, at 1055 Broadway, Kansas City, MO 64105 (relating to its functions as transfer agent).

 

Item 33.

Management Services

Not applicable.

 

Item 34.

Undertakings

 

1.

Not applicable.

 

2.

Not applicable.

 

3.

The Registrant undertakes:

 

  (a)

to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

 

  (1)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (2)

to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

 

  (3)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs a(1), a(2), and a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement

 

  (b)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

 

5


  (c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

 

  (d)

that, for the purpose of determining liability under the Securities Act to any purchaser:

 

  (1)

if the Registrant is relying on Rule 430B:

 

  (A)

each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

  (B)

each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

 

  (2)

if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (e)

that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

 

  (1)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

 

  (2)

free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

  (3)

the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

  (4)

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

4.

The Registrant undertakes:

 

  (a)

for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

 

6


  (b)

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

 

5.

Not applicable.

 

6.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

7.

The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

 

 

7


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 22nd day of September, 2026.

 

JPMORGAN CREDIT MARKETS FUND
By:  

/s/ Glenn Hill

Name:   Glenn Hill
Title:   Trustee, Chief Executive Officer, President and Principal Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the 22nd day of September, 2026.

 

By:  

/s/ Glenn Hill

Name:   Glenn Hill
Title:   Trustee, Chief Executive Officer, President and Principal Executive Officer
By:  

/s/ Timothy Clemens

Name:   Timothy Clemens
Title:   Chief Financial Officer, Treasurer and Principal Financial Officer
By:  

/s/ Donald Gignac

Name:   Donald Gignac
Title:   Trustee
By:  

/s/ Stacey Hadash

Name:   Stacey Hadash
Title:   Trustee
By:  

/s/ Karen Dunn Kelley

Name:   Karen Dunn Kelley
Title:   Trustee

The original powers of attorney authorizing Carmine Lekstutis, Max Vogel, and Henry Pickell to execute the Registration Statement, and any amendments thereto, for the trustees and officers of the Registrant on whose behalf this registration statement is filed, have been executed and are incorporated by reference herein to Item 25, Exhibit (t).

 

9


Schedule of Exhibits to Form N-2

 

Exhibit

No.

   Exhibit
(a)(2)

 

(b)

  

Second Amended and Restated Agreement and Declaration of Trust

 

Amended and Restated Bylaws

 

8


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

AMENDED AND RESTATED BYLAWS