Exhibit 99(h)(1)(b)
AMENDMENT TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT is made as of May 1, 2006, by and between JPMorgan Funds
Management, Inc., JPMorgan Insurance Trust (formerly JPMorgan Investment
Trust) and the entities who are currently parties to the Administration
Agreement, dated February 19, 2005, in place for the investment companies in
the JPMorgan fund complex (the "Agreement").
WHEREAS, the parties hereto wish to amend the Agreement, to reflect the
addition of JPMorgan Insurance Trust and its series (the "Portfolios") to the
Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same meaning
as are set forth in the Agreement.
2. With respect to the JPMorgan Insurance Trust and its Portfolios, the
following services will be added to Article 2 of the Agreement:
-- Prepare, negotiate and provide the services specified for the
Administrator under the fund participation agreements between JPMorgan
Insurance Trust, the Administrator, the investment advisor, transfer
agent and the insurance companies desiring to utilize the Portfolios as
the investment vehicle for the insurance companies' variable insurance
products; and
-- Monitor JPMorgan Insurance Trust's compliance with Section 817 of the
Internal Revenue Code and the regulations thereunder so as to enable the
Portfolios to comply with the diversification requirements applicable to
investments of variable insurance products.
3. As of the date of the Amendment, Schedules A and B are replaced with New
Schedules A and B attached hereto.
4. This Amendment shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
5. This Amendment may be executed in one or more counterparts, each of which
will be deemed an original, but all of which together shall constitute one
and the same instrument.
* * * *
B-1
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
JPMORGAN FUNDS MANAGEMENT, INC.
By:
Name:
Title:
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
UNDISCOVERED MANAGERS FUNDS
X.X. XXXXXX XXXXXXX SERIES TRUST
JPMORGAN TRUST I
JPMORGAN TRUST II
UM INVESTMENT TRUST
UM INVESTMENT TRUST II
JPMORGAN INSURANCE TRUST
EACH ON BEHALF OF ITSELF AND EACH OF ITS FUNDS
By:
Name:
Title:
B-2
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
(EFFECTIVE AS OF MAY 1, 2006)
NAME OF THE TRUST
NAME OF ENTITY STATE AND FORM OF ORGANIZATION
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc. Maryland corporation
X.X. Xxxxxx Mutual Fund Group Massachusetts business trust
X.X. Xxxxxx Mutual Fund Investment Trust Massachusetts business trust
Undiscovered Managers Funds Massachusetts business trust
X.X. Xxxxxx Xxxxxxx Series Trust Massachusetts business trust
JPMorgan Trust I Delaware statutory trust
JPMorgan Trust II Delaware statutory trust
UM Investment Trust Massachusetts business trust
UM Investment Trust II Massachusetts business trust
JPMorgan Insurance Trust Massachusetts business trust
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
UNDISCOVERED MANAGERS FUNDS
X.X. XXXXXX XXXXXXX SERIES TRUST
JPMORGAN TRUST I
JPMORGAN TRUST II
UM INVESTMENT TRUST
UM INVESTMENT TRUST II
JPMORGAN INSURANCE TRUST
EACH ON BEHALF OF ITSELF
AND EACH OF ITS FUNDS
By:
Name:
Title:
JPMORGAN FUNDS MANAGEMENT, INC.
By:
Name:
Title:
B-3
SCHEDULE B
TO THE
ADMINISTRATION AGREEMENT
(AMENDED AS OF MAY 1, 2006)
CATEGORY 1
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund in Category 1 for administrative services: 0.15% of the
first $25 billion of average daily net assets of all Category 1 and Category
4 funds in the JPMorgan Funds Complex(1) plus 0.075% of average daily net
assets of all Category 1 and Category 4 funds over $25 billion.
CURRENT NAME PRIOR NAME
Highbridge Statistical Market Neutral Fund N/A
JPMorgan Arizona Municipal Bond Fund One Group Arizona Municipal Bond Fund
JPMorgan Asia Equity Fund JPMorgan Xxxxxxx Asia Equity Fund
JPMorgan Bond Fund JPMorgan Bond Fund
JPMorgan California Tax Free Bond Fund JPMorgan California Bond Fund
JPMorgan Capital Growth Fund JPMorgan Capital Growth Fund
JPMorgan Core Bond Fund One Group Bond Fund
JPMorgan Core Plus Bond Fund One Group Income Bond Fund
JPMorgan Disciplined Equity Fund JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund JPMorgan Diversified Fund
JPMorgan Intrepid Mid Cap Fund One Group Diversified Mid Cap Fund and JPMorgan
Diversified Mid Cap Fund
JPMorgan Diversified Mid Cap Growth Fund One Group Mid Cap Growth Fund
JPMorgan Diversified Mid Cap Value Fund One Group Mid Cap Value Fund
JPMorgan Dynamic Small Cap Fund JPMorgan Dynamic Small Cap Fund
JPMorgan Emerging Markets Debt Fund JPMorgan Xxxxxxx Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund JPMorgan Xxxxxxx Emerging Markets Equity Fund
JPMorgan Enhanced Income Fund JPMorgan Enhanced Income Fund
JPMorgan Equity Income Fund One Group Equity Income Fund
JPMorgan Equity Index Fund One Group Equity Index Fund
JPMorgan Global Healthcare Fund JPMorgan Global Healthcare Fund
JPMorgan Strategic Income Fund JPMorgan Global Strategic Income Fund (name effective
until 5/19/06)
JPMorgan Government Bond Fund One Group Government Bond Fund
JPMorgan Growth & Income Fund JPMorgan Growth & Income Fund
JPMorgan High Yield Bond Fund One Group High Yield Bond Fund
JPMorgan Insurance Trust Balanced Portfolio JPMorgan Investment Trust Balanced Portfolio and One
Group Investment Trust Balanced Portfolio
JPMorgan Insurance Trust Core Bond Portfolio JPMorgan Investment Trust Bond Portfolio and One Group
Investment Trust Bond Portfolio
JPMorgan Insurance Trust Diversified Equity Portfolio JPMorgan Investment Trust Diversified Equity Portfolio
and One Group Investment Trust Diversified Equity
Portfolio
JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio JPMorgan Investment Trust Mid Cap Growth Portfolio and
One Group Investment Trust Mid Cap Growth Portfolio
JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio JPMorgan Investment Trust Mid Cap Value Portfolio and
One Group Investment Trust Mid Cap Value Portfolio
(1) For purposes of this Agreement, the "JPMorgan Funds Complex" includes all
of the Funds subject to this Agreement.
B-4
CURRENT NAME PRIOR NAME
JPMorgan Insurance Trust Equity Index Portfolio JPMorgan Investment Trust Equity Index Portfolio and
One Group Investment Trust Equity Index Portfolio
JPMorgan Insurance Trust Government Bond Portfolio JPMorgan Investment Trust Government Bond Portfolio and
One Group Investment Trust Government Bond Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio JPMorgan Investment Trust Diversified Mid Cap Portfolio
and One Group Investment Trust Diversified Mid Cap
Portfolio
JPMorgan Insurance Trust Large Cap Growth Portfolio JPMorgan Investment Trust Large Cap Growth Portfolio
and One Group Investment Trust Large Cap Growth
Portfolio
JPMorgan Intermediate Bond Fund One Group Intermediate Bond Fund
JPMorgan Intermediate Tax Free Bond Fund JPMorgan Intermediate Tax Free Income Fund
JPMorgan International Equity Fund JPMorgan Xxxxxxx International Equity Fund
JPMorgan International Equity Index Fund One Group International Equity Index Fund
JPMorgan International Growth Fund JPMorgan Xxxxxxx International Growth Fund
JPMorgan International Opportunities Fund JPMorgan Xxxxxxx International Opportunities Fund
JPMorgan International Small Cap Equity Fund JPMorgan Xxxxxxx International Small Cap Equity Fund
JPMorgan International Value Fund JPMorgan Xxxxxxx International Value Fund
JPMorgan Intrepid America Fund JPMorgan Intrepid America Fund
JPMorgan Intrepid Multi Cap Fund JPMorgan Intrepid Investor Fund and JPMorgan Intrepid
Contrarian Fund (name effective until 4/10/06)
JPMorgan Intrepid European Fund JPMorgan Xxxxxxx Intrepid European Fund
JPMorgan Intrepid Growth Fund JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund JPMorgan Intrepid Value Fund
JPMorgan Intrepid Long/Short Fund N/A
JPMorgan Japan Fund JPMorgan Xxxxxxx Japan Fund
JPMorgan Kentucky Municipal Bond Fund One Group Kentucky Municipal Bond Fund
JPMorgan Large Cap Growth Fund One Group Large Cap Growth Fund
JPMorgan Large Cap Value Fund One Group Large Cap Value Fund
JPMorgan Louisiana Municipal Bond Fund One Group Louisiana Municipal Bond Fund
JPMorgan Market Expansion Index Fund One Group Market Expansion Index Fund
JPMorgan Market Neutral Fund JPMorgan Market Neutral Fund
JPMorgan Micro Cap Fund N/A
JPMorgan Mid Cap Equity Fund JPMorgan Mid Cap Equity Fund
JPMorgan Growth Advantage Fund JPMorgan Mid Cap Growth Fund (change effective 8/17/05)
JPMorgan Mid Cap Value Fund JPMorgan Mid Cap Value Fund
JPMorgan Michigan Municipal Bond Fund One Group Michigan Municipal Bond Fund
JPMorgan Mortgage-Backed Securities Fund One Group Mortgage-Backed Securities Fund
JPMorgan Multi-Cap Market Neutral Fund One Group Market Neutral Fund
JPMorgan Multi-Manager Small Cap Growth Fund JPMorgan Multi-Manager Small Cap Growth Fund
JPMorgan Multi-Manager Small Cap Value Fund JPMorgan Multi-Manager Small Cap Value Fund
JPMorgan Municipal Income Fund One Group Municipal Income Fund
JPMorgan New Jersey Tax Free Bond Fund JPMorgan New Jersey Tax Free Income Fund
JPMorgan New York Tax Free Bond Fund JPMorgan New York Intermediate Tax Free Income Fund
JPMorgan Ohio Municipal Bond Fund One Group Ohio Municipal Bond Fund
JPMorgan Real Return Fund N/A
JPMorgan Short Duration Bond Fund One Group Short-Term Bond Fund
JPMorgan Short Term Bond Fund JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II JPMorgan Short Term Bond Fund II
JPMorgan Short Term Municipal Bond Fund One Group Short-Term Municipal Bond Fund
B-5
CURRENT NAME PRIOR NAME
JPMorgan Small Cap Core Fund JPMorgan Trust Small Cap Equity Fund
JPMorgan Small Cap Equity Fund JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund One Group Small Cap Growth Fund
JPMorgan Small Cap Value Fund One Group Small Cap Value Fund
JPMorgan Strategic Small Cap Value Fund N/A
JPMorgan Tax Aware Core Equity Fund N/A
JPMorgan Tax Aware Disciplined Equity Fund JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware Diversified Equity Fund N/A
JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware International Fund N/A
JPMorgan Intrepid International Fund JPMorgan Xxxxxxx Tax Aware International
Opportunities Fund and JPMorgan Tax Aware
International Opportunities Fund (the name
change effective until 12/15/05)
JPMorgan Tax Aware Large Cap Growth Fund JPMorgan Tax Aware Large Cap Growth Fund
JPMorgan Tax Aware Large Cap Value Fund JPMorgan Tax Aware Large Cap Value Fund
JPMorgan Tax Aware Real Income Fund JPMorgan Tax Aware Real Income Fund
JPMorgan Tax Aware Real Return Fund N/A
JPMorgan Tax Aware Short-Intermediate Income Fund JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Tax Aware U.S. Equity Fund JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Tax Free Bond Fund One Group Tax-Free Bond Fund
JPMorgan Technology Fund One Group Technology Fund
JPMorgan Treasury & Agency Fund One Group Treasury & Agency Fund
JPMorgan Ultra Short Term Bond Fund One Group Ultra Short-Term Bond Fund
JPMorgan U.S. Equity Fund JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund N/A
JPMorgan U.S. Real Estate Fund One Group Real Estate Fund
JPMorgan U.S. Small Company Fund JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund N/A
JPMorgan West Virginia Municipal Bond Fund One Group West Virginia Municipal Bond Fund
Undiscovered Managers Behavioral Growth Fund Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund Undiscovered Managers Behavioral Value Fund
JPMorgan Realty Income Fund Undiscovered Managers REIT Fund (this name change
effective until 12/31/05)
Undiscovered Managers Small Cap Growth Fund UM Small Cap Growth Fund
CATEGORY 2
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund in Category 2 for administrative services: 0.10% of the
Fund's average daily net assets on the first $500,000,000 in Fund assets;
0.075% of the Fund's average daily net assets between $500,000,000 and
$1,000,000,000 and 0.05% of the Fund's average daily net assets in excess of
$1,000,000,000.
CURRENT NAME PRIOR NAME
JPMorgan Investor Balanced Fund One Group Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund One Group Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund One Group Investor Growth & Income Fund
JPMorgan Investor Growth Fund One Group Investor Growth Fund Category 3
B-6
CATEGORY 3
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund in Category 3 for administrative services: 0.10% of the
first $100 billion of average daily net assets of all Category 3 funds in the
JPMorgan Funds Complex plus 0.05% of average daily net assets over $100 billion.
CURRENT NAME PRIOR NAME
JPMorgan 100% U.S. Treasury Securities Money Market Fund JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan California Municipal Money Market Fund JPMorgan California Tax Free Money Market Fund
JPMorgan Federal Money Market Fund JPMorgan Federal Money Market Fund
JPMorgan Liquid Assets Money Market Fund One Group Prime Money Market Fund
JPMorgan Michigan Municipal Money Market Fund One Group Michigan Municipal Money Market Fund
JPMorgan Municipal Money Market Fund One Group Municipal Money Market Fund
JPMorgan New York Municipal Market Fund JPMorgan New York Tax Free Money Market Fund
JPMorgan Ohio Municipal Money Market Fund One Group Ohio Municipal Money Market Fund
JPMorgan Prime Money Market Fund JPMorgan Prime Money Market Fund
JPMorgan Tax Free Money Market Fund JPMorgan Tax Free Money Market Fund
JPMorgan U.S. Government Money Market Fund One Group Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund One Group U.S. Treasury Securities Money Market Fund
CATEGORY 4
The Administrator receives a pro-rata portion of the following annual fee on
behalf of each Fund for administrative services: 0.10% of the first $25
billion of average daily net assets of all Category 1 and Category 4 funds in
the JPMorgan Funds Complex plus 0.025% of average daily net assets of all
Category 1 and Category 4 funds over $25 billion. These Funds are feeders
into the Growth and Income Portfolio that has an additional 0.05%
administration fee.
N/A
CATEGORY 5
The Administrator receives a fee of 0.05% of the average daily net assets of
all Category 5 Funds.
N/A
CATEGORY 6
The Administrator receives a fee of 0.365% of the average daily net assets of
all Category 6 Funds.
CURRENT NAME PRIOR NAME
Undiscovered Managers Multi-Strategy Fund UM Multi-Strategy Fund (change effective 8/22/05)
Undiscovered Managers Spinnaker Fund N/A
B-7
* * * *
X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.
X.X. XXXXXX MUTUAL FUND GROUP
X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST
UNDISCOVERED MANAGERS FUNDS
X.X. XXXXXX XXXXXXX SERIES TRUST
JPMORGAN TRUST I
JPMORGAN TRUST II
UM INVESTMENT TRUST
UM INVESTMENT TRUST II
JPMORGAN INSURANCE TRUST
EACH ON BEHALF OF ITSELF AND EACH OF ITS FUNDS
By:
Name:
Title:
JPMORGAN FUNDS MANAGEMENT, INC.
By:
Name:
Title:
B-8
