AMENDMENT TO DISTRIBUTION AGREEMENT

AMENDMENT TO

DISTRIBUTION AGREEMENT

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the X.X. Xxxxxx Funds (the “Agreement”).

WHEREAS, the parties hereto wish to amend the Agreement to add JPMorgan Trust III, as well as to update the Agreement’s schedules.

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. As of the date of the Amendment, Schedules A, B, C, D, E and F are replaced with new Schedules.

3. This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

4. 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.

*            *             *            *

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:

Name:

Title:

X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.

X.X. Xxxxxx Mutual Fund Investment Trust

Undiscovered Managers Funds

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Trust III

JPMorgan Insurance Trust

By:

Name:

Title:

2

SCHEDULE A

TO THE DISTRIBUTION AGREEMENT

(Effective as of February 12, 2014)

Name of Trust

Name ot Entity		State and Form of Organization
X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc		Maryland corporation
X.X. Xxxxxx Mutual Fund Investment Trust		Massachusetts business trust
Undiscovered Managers Funds		Massachusetts business trust
JPMorgan Trust I		Delaware statutory trust
JPMorgan Trust II		Delaware statutory trust
JPMorgan Insurance Trust		Massachusetts business trust
JPMorgan Trust III		Delaware statutory trust

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