0001145443-08-002916 Sample Contracts

Contract
Third Party Securities Lending Agreement • October 28th, 2008 • Jpmorgan Trust Ii • New York

THIS THIRD PARTY SECURITIES LENDING AGREEMENT (“Agreement”) is effective September 2, 2008, among JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Investment Trust, JPMorgan Insurance Trust, and Undiscovered Managers Funds (each, a “Trust” and, collectively, the “Trusts”), on behalf of their series listed on Appendix 4 (as amended from time to time) severally and not jointly, each a registered management investment company organized and existing under the laws of Delaware, Massachusetts or Maryland having an office at 245 Park Avenue, New York, New York 10167 (each such series, a “Lender” and, collectively, the “Lenders”), The Goldman Sachs Trust Company, doing business as Goldman Sachs Agency Lending having an office at 125 High Street, Oliver Street Tower, Suite 1700, Boston, Massachusetts 02110 (“Agent”), and JPMorgan Chase Bank, N.A. having an office at 1 Chase Manhattan Plaza, 58th Floor, New York New York 10005 (“Bank”).

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AMENDMENT TO SECURITIES LENDING AGREEMENT
Securities Lending Agreement • October 28th, 2008 • Jpmorgan Trust Ii • New York

AMENDMENT (“Amendment”), effective as of September 19, 2008, to the Securities Lending Agreement ("Agreement"), amended and restated as of August 11, 2005 between the Bank and JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Investment Trust (now known as JPMorgan Insurance Trust), and J.P. Morgan Mutual Fund Investment Trust on behalf of certain JPMorgan Funds, (each a "Lender") with each having its principal place of business at 245 Park Avenue New York, NY 10017 , and JPMorgan Chase Bank N.A. ("Bank"), having its principal place of business at 270 Park Avenue, New York, New York 10017-2070.

November 1, 2008 JPMorgan Trust II
Jpmorgan Trust Ii • October 28th, 2008
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