0001145443-08-003241 Sample Contracts

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • November 26th, 2008 • Jpmorgan Insurance Trust • Massachusetts

This Fund Participation Agreement (the "Agreement"), effective as of _______, 2008, is made by and among _______________________________ ("Company"), JPMorgan Insurance Trust (the "Trust"), the Trust’s investment advisors, JPMorgan Investment Advisors Inc. and J. P. Morgan Investment Management Inc. (the “Advisers”), and the Trust's administrator, JPMorgan Funds Management, Inc. (the "Administrator”).

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Contract
Securities Lending Agency Agreement • November 26th, 2008 • Jpmorgan Insurance Trust • New York

This SECURITIES LENDING AGENCY AGREEMENT effective as of September 2, 2008 (the “Agreement) is between JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Investment Trust, JPMorgan Insurance Trust, and Undiscovered Managers Funds (each, a “Trust” and, collectively, the “Trusts”), each on behalf of their series listed as corresponding to such Trust’s name on Schedule 1 (as amended from time to time) severally and not jointly, each a registered management investment company organized and existing under the laws of Delaware, Massachusetts or Maryland (each such series, a “Lender” and, collectively, the “Lenders“) and The Goldman Sachs Trust Company, doing business as Goldman Sachs Agency Lending (“GSAL” or “Agent”).

JPMorgan Insurance Trust
Expense Limitation Agreement • November 26th, 2008 • Jpmorgan Insurance Trust
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