0001145443-07-003340 Sample Contracts

Trust Fund/SERV Agreement
Trust Fund/Serv Agreement • October 26th, 2007 • Jpmorgan Trust Ii • New York

This Agreement entered into by and between the financial institution executing this Agreement (“Trust Entity”) and JPMorgan Distribution Services, Inc. (“Fund Agent”).

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SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • October 26th, 2007 • Jpmorgan Trust Ii • New York

AGREEMENT made by and between the institution executing this Agreement ("Recordkeeper") and the investment companies executing this Agreement (each a “Trust” and collectively the “Trusts”) on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”).

JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
Mutual Fund Sales Agreement • October 26th, 2007 • Jpmorgan Trust Ii • New York

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.

Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of August 16, 2007)
Transfer Agency Agreement • October 26th, 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 JPMORGAN INSTITUTIONAL TRUST JPMORGAN INSURANCE TRUST JPMORGAN CASH PLUS FUND LLC

JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Jpmorgan Distribution Services • October 26th, 2007 • Jpmorgan Trust Ii • Ohio

This Agreement is entered into between the financial institution executing this Agreement (“Financial Intermediary”) and JPMorgan Distribution Services, Inc. (“JPMDS”).

JPMORGAN DISTRIBUTION SERVICES, INC. BILATERAL NETWORKING AGREEMENT
Bilateral Networking Agreement • October 26th, 2007 • Jpmorgan Trust Ii • New York

Bilateral Networking Agreement made by and among the open-end, management investment companies listed on Schedule A (each a “Trust” or a “Corporation” and collectively, the “Trusts”), on behalf of themselves and each of their series or classes of shares (each a “Fund”, collectively, the “Funds”), JPMorgan Distribution Services, Inc. (“JPMDS”), the distributor of the shares of each Fund, and the financial institution executing this Agreement (“Financial Intermediary”).

November 1, 2007 JPMorgan Trust II
Jpmorgan Trust Ii • October 26th, 2007
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