FORM OF REORGANIZATION AGREEMENT AMONG SERIES OF J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC., JPMORGAN TRUST I, JPMORGAN TRUST II AND UNDISCOVERED MANAGERS FUNDS AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • March 18th, 2009 • Jpmorgan Trust Ii • Maryland
Contract Type FiledMarch 18th, 2009 Company Jurisdiction[This paragraph applies to the JPMorgan Mid Cap Value Fund and JPMorgan Diversified Mid Cap Value Fund Reorganization.] THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this ___ day of ________, 2009, by and between J.P. Morgan Fleming Mutual Fund Group, Inc., a Maryland corporation (the “Acquiring Trust”), on behalf of the JPMorgan Mid Cap Value Fund (the “Acquiring Fund”), and JPMorgan Trust II, a Delaware statutory trust (the “Acquired Trust”), on behalf of the JPMorgan Diversified Mid Cap Value Fund (the “Acquired Fund”).