AMENDMENT TO DISTRIBUTION AGREEMENT

AMENDMENT TO
DISTRIBUTION AGREEMENT

THIS AMENDMENT is made as of May 1, 2005, by and between JPMorgan Distribution Services, Inc., JPMorgan Investment Trust and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the JPMorgan fund complex (the “Agreement”).

WHEREAS, the parties hereto wish to amend the Agreement, to reflect the addition of a new party, JPMorgan Investment Trust, 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.

3. As of the date of the Amendment, Schedules A and B are replaced with New Schedules A and B.

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.

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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 Distribution Services, Inc.

By:  /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President

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 Series Trust II
X.X. Xxxxxx Xxxxxxx Series Trust

JPMorgan Trust I
JPMorgan Trust II
JPMorgan Investment Trust

By: /s/ Xxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxx X. Xxxxxx
Title: Treasurer

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SCHEDULE A
TO THE DISTRIBUTION AGREEMENT

(Effective as of May 1, 2005)

Name of 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 Series Trust II				Delaware statutory trust
X.X. Xxxxxx Xxxxxxx Series Trust				Massachusetts business trust
JPMorgan Trust I				Delaware statutory trust
JPMorgan Trust II				Delaware statutory trust
JPMorgan Investment Trust				Massachusetts business trust

 

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