JPMorgan Trust III Sample Contracts

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INVESTMENT SUB-ADVISORY AGREEMENT between
Investment Sub-Advisory Agreement • September 30th, 2014 • JPMorgan Trust III • New York

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the [ ] day of [ ], [ ], between J.P. Morgan Alternative Asset Management, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and [ ] (“Subadviser”), a [ ] organized and existing under the laws of the State of [ ].

AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT Made as of the 1st day of September, 2014 by and between EACH OF THE ENTITIES LISTED ON APPENDIX A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • February 26th, 2015 • JPMorgan Trust III • Massachusetts

THIS AGREEMENT is made as of the 1st day of September, 2014, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 270 Park Ave., New York, NY 10017 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), but not jointly with any other entities listed on Appendix A and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 (“BOSTON FINANCIAL”):

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 30th, 2014 • JPMorgan Trust III • New York

INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) dated as of September 2, 2014 between JPM MMAC Holdings Ltd, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”) and J.P. Morgan Alternative Asset Management Inc., a corporation organized under the laws of Delaware (the “Investment Manager”).

JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Service Agreement • February 27th, 2017 • JPMorgan Trust III • New York

This Agreement is entered into between the financial institution executing this Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”).

JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
Jpmorgan Distribution Services • February 27th, 2017 • JPMorgan Trust III • New York

This Agreement, is entered into between the financial institution executing this Agreement, (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”) with respect to those series of each of the trusts and the corporation listed on Exhibit A hereto (each, a “Trust”; collectively, the “Trusts”); (each series referred to as a “Fund” and collectively as the “Funds”) for whose shares (“Shares”) JPMDS serves as Distributor and for whom JPMDS provides distribution services.

SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • February 24th, 2014 • JPMorgan Trust III • New York

AGREEMENT made by and between the institution executing this Agreement (“Recordkeeper”) and the investment companies executing this Agreement (each a “Trust” and collectively the “Trusts”) on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”).

ADMINISTRATIVE SUB-ACCOUNTING AGREEMENT
Sub-Accounting Agreement • February 24th, 2014 • JPMorgan Trust III • New York

AGREEMENT made by and between the institution executing this Agreement (“Financial Intermediary”), and the investment companies executing this Agreement (each a “Trust” and collectively the “Trusts”) on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”).

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2017 • JPMorgan Trust III

THIS AMENDMENT is made as of November 11, 2015, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

Trust Fund/SERV Agreement
Trust Fund/Serv Agreement • February 27th, 2017 • JPMorgan Trust III • New York

This Agreement entered into by and between the financial institution executing this Agreement (“Trust Entity”) and JPMorgan Distribution Services, Inc. (“Fund Agent”).

SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • February 27th, 2017 • JPMorgan Trust III • New York

The Trust shall pay the above fees up to a maximum of $ per Participant Account per year. Any remainder of the fee over $ per Participant Account per year shall be paid by the Advisors, severally and not jointly, out of their legitimate profits from all sources.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 27th, 2017 • JPMorgan Trust III

THIS AMENDMENT is made as of November 11, 2015, by and between the J.P. Morgan Funds entities that are parties to the agreement and are listed on the agreement’s Appendix A and Boston Financial Data Services, Inc., all as the parties to the Transfer Agency Agreement, dated September 1, 2009, as amended (the “Agreement”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • February 26th, 2016 • JPMorgan Trust III

THIS AMENDMENT is made as of November 11, 2015, by and between JPMorgan Funds Management, Inc., and the entities who are currently parties to the Administration Agreement in place for certain of the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

JPMORGAN DISTRIBUTION SERVICES, INC. BILATERAL NETWORKING AGREEMENT
Bilateral Networking Agreement • February 27th, 2017 • JPMorgan Trust III • New York

Bilateral Networking Agreement made by and among the open-end, management investment companies listed on Schedule A (each a “Trust” or a “Corporation” and collectively, the “Trusts”), on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”), JPMorgan Distribution Services, Inc. (“JPMDS”), the distributor of the shares of each Fund, and the financial institution executing this Agreement (“Financial Intermediary”).

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between the J.P. Morgan Funds entities that are parties to the agreement and are listed on the agreement’s Appendix A and Boston Financial Data Services, Inc., all as the parties to the Transfer Agency Agreement, dated September 1, 2009 (the “Agreement”).

SCHEDULE E TO THE DISTRIBUTION AGREEMENT CDSC Shares (Class B Shares) (Effective as of June 22, 2015)
Distribution Agreement • February 26th, 2016 • JPMorgan Trust III
AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2016 • JPMorgan Trust III

THIS AMENDMENT is made as of November 11, 2015, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2014 • JPMorgan Trust III • Delaware
SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 30th, 2014 • JPMorgan Trust III • Delaware

THIS AGREEMENT dated as of February 19, 2005, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and JPMorgan Distribution Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). THIS AGREEMENT SHALL BE EFFECTIVE FEBRUARY 19, 2005.

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AMENDMENT TO SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 26th, 2016 • JPMorgan Trust III

THIS AMENDMENT is made as of November 11, 2015, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Shareholder Servicing Agreement in place for certain of the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

Sub-item 77Q1(e) • Investment Advisory Agreement between the Trust and J.P. Morgan Alternative Asset Management, Inc. (“JPMAAM”) dated May 30, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the...
JPMorgan Trust III • June 29th, 2015

• Investment Advisory Agreement between the Trust and J.P. Morgan Alternative Asset Management, Inc. (“JPMAAM”) dated May 30, 2014. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on September 30, 2014 (Accession No. 0001193125-14-358653).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Funds Management, Inc., and the entities who are currently parties to the Administration Agreement in place for certain of the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

March 1, 2018 JPMorgan Trust III
JPMorgan Trust III • February 28th, 2018
JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Service Agreement • February 24th, 2014 • JPMorgan Trust III • New York

This Agreement is entered into between the financial institution executing this Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”).

Schedule A to Investment Advisory Agreement of JPMorgan Trust III Advisory Fee Rates (amended as of November 19, 2015)
Investment Advisory Agreement • February 26th, 2016 • JPMorgan Trust III
JPMorgan Trust III
JPMorgan Trust III • September 30th, 2014
March 1, 2016 JPMorgan Trust III
JPMorgan Trust III • February 26th, 2016
JPMORGAN DISTRIBUTION SERVICES, INC. BILATERAL NETWORKING AGREEMENT
Bilateral Networking Agreement • February 24th, 2014 • JPMorgan Trust III • New York

Bilateral Networking Agreement made by and among the open-end, management investment companies listed on Schedule A (each a “Trust” or a “Corporation” and collectively, the “Trusts”), on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”), JPMorgan Distribution Services, Inc. (“JPMDS”), the distributor of the shares of each Fund, and the financial institution executing this Agreement (“Financial Intermediary”).

March 1, 2019 JPMorgan Trust III
JPMorgan Trust III • February 22nd, 2019
March 1, 2015 JPMorgan Trust III
JPMorgan Trust III • February 26th, 2015
AMENDMENT TO SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Shareholder Servicing Agreement in place for certain of the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

March 1, 2017 JPMorgan Trust III New York, NY 10017 Dear Sirs:
JPMorgan Trust III • February 27th, 2017

The JPMorgan Service Providers understand and intend that the Fund will rely on this agreement in preparing and filing its registration statements on Form N-1A and in accruing the Fund’s expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Fund to do so.

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