0001193125-05-086890 Sample Contracts

TRANSFER AGENCY AGREEMENT Made as of the 19th day of February, 2005 by and between EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • April 27th, 2005 • Jpmorgan Trust Ii • Massachusetts

THIS AGREEMENT made as of the 19th day of February, 2005, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), but not jointly with any other entities listed on Appendix A and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 27th, 2005 • Jpmorgan Trust Ii • New York

THIS AGREEMENT is made as of the 10th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).

GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT BETWEEN EACH OF THE ENTITIES LISTED ON SCHEDULE A AND JPMORGAN CHASE BANK, N.A.
Global Custody and Fund Accounting Agreement • April 27th, 2005 • Jpmorgan Trust Ii • New York

This Agreement is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 270 Park Avenue, New York, New York; and each of the entities listed on Schedule A hereto, each of which is acting on behalf of each of the portfolios listed under its name on Schedule A (each, a “Fund”), with a place of business at 522 Fifth Avenue, New York, NY 10036. For purposes of this Agreement, each individual Fund is considered a separate “Customer.”

ADMINISTRATION AGREEMENT
Administration Agreement • April 27th, 2005 • Jpmorgan Trust Ii • Delaware

AGREEMENT dated as of the 19th day of February, 2005 by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”) on behalf of themselves and each for the Funds defined below, each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and JPMorgan Funds Management, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240. This Agreement shall be effective February 19, 2005.

DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2005 • Jpmorgan Trust Ii • Delaware

THIS AMENDMENT is made as of May 1, 2005, by and between JPMorgan Distribution Services, Inc., JPMorgan Investment Trust and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the JPMorgan fund complex (the “Agreement”).

SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • April 27th, 2005 • 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”).

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • April 27th, 2005 • Jpmorgan Trust Ii • Delaware

THIS AGREEMENT dated as of February 19, 2005, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and JPMorgan Distribution Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.

JPMORGAN DISTRIBUTION SERVICES, INC. MUTUAL FUND SALES AGREEMENT
Mutual Fund Sales Agreement • April 27th, 2005 • Jpmorgan Trust Ii • Ohio

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.

JPMORGAN DISTRIBUTION SERVICES, INC. BILATERAL NETWORKING AGREEMENT
Bilateral Networking Agreement • April 27th, 2005 • 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”).

JPMORGAN DISTRIBUTION SERVICES, INC. SERVICE AGREEMENT Shareholder Servicing
Service Agreement • April 27th, 2005 • Jpmorgan Trust Ii • Ohio

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

Trust Fund/SERV Agreement
Trust Fund/Serv Agreement • April 27th, 2005 • 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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