AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit (h)(2)(b)
AMENDMENT TO
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: |
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| Name: |
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| Title: |
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| 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: |
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| Name: |
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| Title: |
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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: |
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| Name: |
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| Title: |
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| JPMorgan Funds Management, Inc. | ||
| By: |
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| Name: |
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| Title: |
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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 Complex1 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 |
| 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 Diversified Mid Cap Value Portfolio | JPMorgan Investment Trust Mid Cap Value Portfolio and One Group Investment Trust Mid Cap Value Portfolio | |
| 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 |
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: |
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| Title: |
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B-8
