0001193125-11-284414 Sample Contracts

ADMINISTRATIVE SUB-ACCOUNTING AGREEMENT
Sub-Accounting Agreement • October 27th, 2011 • Jp Morgan Fleming Mutual Fund Group Inc • 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”).

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Contract
Securities Lending Agreement • October 27th, 2011 • Jp Morgan Fleming Mutual Fund Group Inc • New York

THIS AMENDED AND RESTATED THIRD PARTY SECURITIES LENDING AGREEMENT (“Agreement”) is effective March 1, 2011, 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, JPMorgan Institutional 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 Bank USA (formerly known as 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.

Contract
General Guarantee Agreement • October 27th, 2011 • Jp Morgan Fleming Mutual Fund Group Inc • New York

This AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT effective as of March 1, 2011 (the “Agreement) is between JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Institutional Trust, J.P. Morgan Mutual Fund Investment Trust, JPMorgan Insurance Trust, and Undiscovered Managers Funds (each, a “Trust” and, collectively, the “Trusts”), each on behalf of their series listed as corresponding to such Trust’s name on Schedule 1 (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 (each such series, a “Lender” and, collectively, the “Lenders“) and The Goldman Sachs Bank USA (formerly known as The Goldman Sachs Trust Company), doing business as Goldman Sachs Agency Lending (“GSAL” or “Agent”).

AMENDMENT TO SECURITIES LENDING AGREEMENT
Securities Lending Agreement • October 27th, 2011 • Jp Morgan Fleming Mutual Fund Group Inc • New York

AMENDMENT (“Amendment”), effective as of March 1, 2011, to the Securities Lending Agreement (“Agreement”), amended and restated as of February 9, 2010 between the Bank and Pacholder High Yield Fund, Inc., JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Insurance Trust and JPMorgan Institutional 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.

FUND OF FUNDS SERVICE AGREEMENT
Fund of Funds Service Agreement • October 27th, 2011 • Jp Morgan Fleming Mutual Fund Group Inc • New York

This Agreement is entered into by (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”) effective as of , 2011.

SECURITIES LENDING AGREEMENT
Securities Lending Agreement • October 27th, 2011 • Jp Morgan Fleming Mutual Fund Group Inc • New York

SECURITIES LENDING AGREEMENT (“Lending Agreement” or “Agreement”) amended and restated as of February 9, 2010, among JPMorgan Chase Bank, N.A. (“Bank”), having its principal place of business at 270 Park Avenue, New York, New York 10017-2070 and Pacholder High Yield Fund, Inc., JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Insurance Trust, and JPMorgan Institutional Trust on behalf of each of the Funds listed on Exhibit A hereto (each, a “Lender”), having its principal place of business at 245 Park Avenue, New York, New York 10167.

November 1, 2011
Jp Morgan Fleming Mutual Fund Group Inc • October 27th, 2011
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