0000792953-07-000028 Sample Contracts

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 1st, 2007 • Jpmorgan Value Opportunities Fund Inc • New York

This AGREEMENT is effective as of December 21, 2006, and is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Bank") and JPMorganValue Opportunities Fund, Inc. ("Customer").

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JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
Mutual Fund Sales Agreement • November 1st, 2007 • Jpmorgan Value Opportunities Fund Inc • Ohio

This Agreement, is entered into between the financial institution executing this Agreement, (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”) with respect to those series of each of the trusts and the corporation listed on Exhibit A hereto (each, a "Trust"; collectively, the “Trusts”); (each series referred to as a "Fund" and collectively as the “Funds”) for whose shares of beneficial interest ("Shares") JPMDS serves as Distributor and for whom JPMDS provides distribution services.

JPMORGAN VALUE OPPORTUNITIES FUND and WASHINGTON MANAGEMENT CORPORATION AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT
Business Management Agreement • November 1st, 2007 • Jpmorgan Value Opportunities Fund Inc • Ohio

AGREEMENT made this 23rd day of February 2006, between JPMORGAN VALUE OPPORTUNITIES FUND, INC. (a Maryland corporation, hereinafter referred to as the "Fund"), and WASHINGTON MANAGEMENT CORPORATION (a Delaware corporation, hereinafter referred to as the "Corporation").

JPMORGAN VALUE OPPORTUNITIES FUND, INC. AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 1st, 2007 • Jpmorgan Value Opportunities Fund Inc • New York

Agreement, first made on the 31st day of December, 2001, between the JPMorgan Value Opportunities Fund, Inc. (the "Fund"), a corporation organized under the laws of the State of Maryland, and J.P. Morgan Investment Management Inc., a Delaware corporation (the "Advisor"), and subsequently amended and restated on the 1st day of March 2007.

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