FIRST AMENDMENT TO
DISTRIBUTION AGREEMENT
This first amendment (the “Amendment”) to the Distribution Agreement dated as of July 21, 2026 (the “Agreement”), by and between each of the entities listed on Schedule A, each severally and not jointly (each referred to herein as the “Fund”) and J.P. Morgan Institutional Investments Inc. (the “Distributor”), is entered into as of July 21, 2026 (the “Effective Date”).
WHEREAS, the Fund and the Distributor (the “Parties”) desire to amend Schedules A, B and C of the Agreement to reflect an updated list of Funds; and
WHEREAS, pursuant to Section 10.5 of the Agreement all amendments are required to be in writing and signed by the Parties.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
| 1. | Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. |
| 2. | Schedules A, B and C to the Agreement are hereby deleted in their entirety and replaced with Schedules A, B and C attached hereto. |
| 3. | All other terms and conditions of the Agreement remain in effect and are hereby incorporated herein by reference. |
| 4. | This Amendment shall be governed by and the provisions of this Amendment shall be construed and interpreted under and in accordance with the laws of the State of Delaware. |
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.
| JPMorgan Real Assets Dedicated Fund | ||
| By: | /s/ Timothy J. Clemens | |
| Name: | Timothy J. Clemens | |
| Title: | Chief Financial Officer & Treasurer | |
| JPMorgan Public and Private Income Fund | ||
| By: | /s/ Timothy J. Clemens | |
| Name: | Timothy J. Clemens | |
| Title: | Chief Financial Officer & Treasurer | |
| JPMorgan Credit Markets Fund | ||
| By: | /s/ Timothy J. Clemens | |
| Name: | Timothy J. Clemens | |
| Title: | Chief Financial Officer & Treasurer | |
| J.P. Morgan Institutional Investments Inc. | ||
| By: | /s/ James A. Hoffmann | |
| Name: | James A. Hoffmann | |
| Title: | Executive Director | |
Schedule A
| Fund |
State and Form of Organization | |
| JPMorgan Credit Markets Fund |
Delaware Statutory Trust | |
| JPMorgan Public and Private Income Fund |
Delaware Statutory Trust | |
| JPMorgan Real Assets Dedicated Fund |
Delaware Statutory Trust |
Schedule B
| Fund |
Share Class | |
| JPMorgan Credit Markets Fund |
Class S Class A Class I | |
| JPMorgan Public and Private Income Fund |
Class S Class A Class I | |
| JPMorgan Real Assets Dedicated Fund |
Class S Class A Class I |
Schedule C
| Fund |
Front-End Load Class |
Distribution Plan Class |
CDSC Class | |||
| JPMorgan Credit Markets Fund |
Class A |
Class S Class A |
Class A | |||
| JPMorgan Public and Private Income Fund |
Class A |
Class S Class A |
Class A | |||
| JPMorgan Real Assets Dedicated Fund |
Class A |
Class S Class A |
Class A |