0001145443-07-000492 Sample Contracts

AMENDMENT To Transfer Agency Agreement between JP Morgan Funds and Boston Financial Data Services, Inc.
Transfer Agency Agreement • February 27th, 2007 • Jpmorgan Trust Ii

This Amendment is made as of this 31st day of January 2007 in accordance with Section 27 D of the Transfer Agency Agreement dated February 19, 2005 between each of the entities listed on Exhibit A (“JP Morgan”)and Boston Financial Data Services, Inc. (“Boston Financial”) (the “Agreement”). The parties desire to amend the Agreement as set forth herein.

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AMENDMENT TO EXPENSE LIMITATION AGREEMENT FOR JPMORGAN TRUST II FUNDS (Effective as of February 15, 2007)
Expense Limitation Agreement • February 27th, 2007 • Jpmorgan Trust Ii

This expense limitation does not include acquired fund fees and expenses, dividend expenses on securities sold short, interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds’ deferred compensation plan.

February 28, 2007 JPMorgan Trust II 245 Park Avenue New York, NY 10167 Dear Sirs:
Jpmorgan Trust Ii • February 27th, 2007

The JPMorgan Service Providers understand and intend that the Fund will rely on this agreement in preparing and filings their registration statements on Form N-1A and in accruing the Fund’s expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Fund to do so.

Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of February 15, 2007)
Transfer Agency Agreement • February 27th, 2007 • Jpmorgan Trust Ii

BOSTON FINANCIAL DATA SERVICES, INC. JPMORGAN TRUST I JPMORGAN TRUST II UNDISCOVERED MANAGERS FUNDS J.P. MORGAN MUTUAL FUND GROUP J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. J.P. MORGAN MUTUAL FUND INVESTMENT TRUST UM INVESTMENT TRUST J.P. MORGAN SERIES TRUST II J.P. MORGAN FLEMING SERIES TRUST JPMORGAN INSTITUTIONAL TRUST JPMORGAN INSURANCE TRUST JPMORGAN CASH PLUS FUND LLC

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