0001145443-10-000327 Sample Contracts

February 28, 2010 JPMorgan Trust II
Fee Waiver Agreement • February 25th, 2010 • Jpmorgan Trust Ii
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AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 25th, 2010 • Jpmorgan Trust Ii

This AMENDMENT dated as of December 31, 2009 is made part of the Amended and Restated Investment Advisory Agreement made as of August 12, 2004 between One Group Mutual Funds (now named JPMorgan Trust II) (the “Trust”) and Banc One Investment Advisors Corporation (now named JPMorgan Investment Advisors Inc.) (“JPMIA”) (the “Agreement”).

AMENDMENT TO SECURITIES LENDING AGREEMENT
Securities Lending Agreement • February 25th, 2010 • Jpmorgan Trust Ii • New York

AMENDMENT (“Amendment”), effective as of August 21, 2009, to the Securities Lending Agreement ("Agreement"), amended and restated as of August 11, 2005 as amended between the Bank and JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Investment Trust (now known as JPMorgan Insurance Trust), and J.P. Morgan Mutual Fund Investment Trust on behalf of certain JPMorgan Funds, (each a "Lender") with each having its principal place of business at 245 Park Avenue New York, NY 10017 , and JPMorgan Chase Bank N.A. ("Bank"), having its principal place of business at 270 Park Avenue, New York, New York 10017-2070.

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