Common use of Disclosure to Agent Clause in Contracts

Disclosure to Agent. With regard to corporate action information provided by Bank to Agent (“Confidential Corporate Action Information”), Agent: (i) acknowledges that Bank views all such information as proprietary; (ii) shall not use any such information other than in connection with providing securities lending agent services to Lender as contemplated by the Securities Lending Agency Agreement and this Agreement; and (iii) shall not disclose any such information to any third party, except to the extent that disclosure is required by applicable law. Confidential Corporate Action Information shall in no event include information which Agent or its affiliates (i) knew at the time of first disclosure to it; (ii) is or becomes generally known in the industry or public knowledge without default by the Agent of its obligations hereunder; (iii) has been independently developed by it through employees none of whom had access to Confidential Corporate Action Information; or (iv) is generally furnished to third parties by the issuer or other custodial banks without confidentiality restriction. Notwithstanding anything herein that may be to the contrary, Agent may disclose Confidential Corporate Action Information to its regulatory authority having supervisory jurisdiction over it pursuant to a request made during the course of a supervisory examination or otherwise. JPMorgan Mid Cap Value Fund JPMorgan Growth Advantage Fund JPMorgan Insurance Trust U.S. Equity Portfolio (formerly JPMorgan Insurance Trust Diversified Equity Portfolio) JPMorgan Insurance Trust Mid Cap Growth Portfolio (formerly JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio) JPMorgan Insurance Trust Mid Cap Value Portfolio (formerly JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio) JPMorgan Insurance Trust Equity Index Portfolio JPMorgan Insurance Trust Intrepid Growth Portfolio JPMorgan Insurance Trust Intrepid Mid Cap Portfolio JPMorgan Equity Index Trust JPMorgan Disciplined Equity Fund JPMorgan Dynamic Small Cap Growth Fund JPMorgan Growth and Income Fund JPMorgan Mid Cap Equity Fund JPMorgan Small Cap Core Fund JPMorgan Small Cap Equity Fund JPMorgan U.S. Equity Fund JPMorgan U.S. Small Company Fund JPMorgan Intrepid America Fund JPMorgan Intrepid Growth Fund JPMorgan Intrepid Value Fund JPMorgan Trust II – JPMorgan Mid Cap Growth Fund (formerly JPMorgan Diversified Mid Cap Growth Fund) JPMorgan Equity Income Fund JPMorgan Equity Index Fund JPMorgan Intrepid Mid Cap Fund JPMorgan Large Cap Growth Fund JPMorgan Large Cap Value Fund JPMorgan Market Expansion Index Fund JPMorgan Small Cap Growth Fund JPMorgan Small Cap Value Fund JPMorgan Realty Income Fund X.X. Xxxxxx Investment Management Inc. serves as Advisor to all of the Lenders. Electronic access RIDER TO THIRD PARTY LENDING AGREEMENT among JPMorgan Trust I, JPMorgan Trust II, JPMOrgan xxxxxxx mutual fund group, inc., x.x. xxxxxx mutual fund investment trust, Jpmorgan insurance trust, JPMorgan Institutional trust and undiscovered managers funds on behalf of their respective series The Xxxxxxx Sachs BANK USA doing business as Xxxxxxx Xxxxx Agency Lending AND JPMORGAN CHASE BANK, N.A. RIDER dated as of March 1, 2011 by and between Lender, with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 1 Chase Xxxxxxxxx Xxxxx, xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000. This Rider (this “Rider”) supplements the Third Party Securities Lending Agreement (the “Agreement”), dated March 1, 2011, among JPMorgan Trust I, JPMorgan Trust II, X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc., X.X. Xxxxxx 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 (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”), The Xxxxxxx Xxxxx Bank USA, doing business as Xxxxxxx Sachs Agency Lending with a place of business at 000 Xxxx Xxxxxx, Xxxxxx Xxxxxx Tower, Suite 1700, Xxxxxx, Xxxxxxxxxxxxx 00000 and JPMorgan Chase Bank, N.A., New York (the “Bank”). Capitalized terms in this Rider that are not defined herein have the meaning set forth in the Agreement. 1. The Bank shall permit the Lender and its Authorized Persons to access electronically the applications and products listed on Exhibit 1 to this Agreement (the “Products”). The Bank reserves the right to modify this Schedule and, subject to the terms and conditions of the Agreement, the products and services available through the Products, upon notice to the Lender. The Bank shall endeavour to give the Lender reasonable notice of its termination or suspension of access hereunder to any Product, but may do so immediately upon written notice to the Lender if the Bank determines, in its sole discretion, that providing access to such Product would violate applicable law or that the security or integrity of such Product is at risk. 2. In consideration of the fees paid by the Lender to the Bank and subject to any applicable Software License Addendum in relation to Bank owned or sublicensed Software provided for a particular application and applicable law, the Bank grants to the Lender on the terms of this Schedule a non-exclusive license to use the Products and the information and data made available to the Lender through the Products (the “Data”) for the sole use of the Lender. The Lender may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein or any hyperlink or other reference to any such notice. 3. The rights and obligations of the parties with respect to the provision of certain cash products and services via the Products shall also be governed, to the extent not governed by this Agreement, by the Bank’s terms and conditions relating to such products and services, as the same may be amended from time to time (the “Product Terms”). If and to the extent that there is a conflict between the Product Terms and this Schedule, the provisions of this Schedule shall prevail. 4. The Lender acknowledges that there are certain security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Lender hereby expressly assumes such risks. The Lender shall make its own independent assessment of the adequacy of the internet and of the security procedures made available by the Bank. The Lender acknowledges and agrees that the selection and use by it of third party security and communications software and third party service providers is the sole responsibility of the Lender, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communication software packages. All such software must be interoperable with the Bank’s software. Each of the Lender and the Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment. 5. Notwithstanding the other provisions of the Agreement, the Bank shall not be liable for any Losses arising out of the use or unavailability of the Bank’s web site or any means provided by the Bank of accessing the Products through the Bank’s web site in the absence of the Bank’s gross negligence, bad faith, fraud, or willful misconduct. 6. The Lender shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail. For purposes of this section, the Lender shall be deemed to have knowledge if the transmission is due to the failure of the Lender to exercise due diligence or reasonable care to prevent such transmissions. 7. The Lender shall promptly and accurately designate in writing to the Bank the geographic location of its users from time to time. The Lender further represents and warrants to the Bank that the Lender shall not access the service from any jurisdiction which the Bank informs the Lender or where the Lender has actual knowledge that the service is not authorized for use due to local regulations or laws. Prior to submitting any document which designates the persons authorized to act on the Lender’s behalf, the Lender shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Products. 8. The Lender shall be responsible for the compliance of its Authorized Persons with the terms of this Rider.