0001193125-06-174064 Sample Contracts

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 • August 16th, 2006 • Jpmorgan Insurance Trust • 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.”

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JPMORGAN DISTRIBUTION SERVICES, INC. JPMORGAN INSURANCE TRUST DISTRIBUTION FEE AGREEMENT
Distribution Agreement • August 16th, 2006 • Jpmorgan Insurance Trust • Ohio

THIS AGREEMENT is made as of the day of , 200 by and between JPMorgan Distribution Services, Inc. (“JPMDS”), and (the “Financial Intermediary”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT DATED MAY 1, 2006 BY AND BETWEEN JPMORGAN INSURANCE TRUST AND JPMORGAN INVESTMENT ADVISORS, INC.
Investment Advisory Agreement • August 16th, 2006 • Jpmorgan Insurance Trust • Massachusetts

THIS AGREEMENT, made this 1st day of May, 2006 by and between JPMorgan Insurance Trust, a Massachusetts business trust (hereinafter the “Trust”), and JPMorgan Investment Advisors Inc., an Ohio Corporation (the “Adviser”).

Appendix A Transfer Agency Agreement for JPMorgan Funds (Amended as of May 18, 2006)
Transfer Agency Agreement • August 16th, 2006 • Jpmorgan Insurance Trust
AMENDMENT TO GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
Global Custody and Fund Accounting Agreement • August 16th, 2006 • Jpmorgan Insurance Trust

THIS AMENDMENT is made as of May 1, 2006, by and between JPMorgan Chase Bank, N.A., JPMorgan Insurance Trust (formerly JPMorgan Investment Trust) and the entities who are currently parties to the Global Custody and Fund Accounting Agreement, in place for the investment companies in the JPMorgan fund complex (as listed below) (the “Agreement”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • August 16th, 2006 • Jpmorgan Insurance Trust

THIS AMENDMENT is made as of May 1, 2006, by and between JPMorgan Funds Management, Inc., JPMorgan Insurance Trust (formerly JPMorgan Investment Trust) and the entities who are currently parties to the Administration Agreement, dated February 19, 2005, in place for the investment companies in the JPMorgan fund complex (the “Agreement”).

INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN JPMORGAN INSURANCE TRUST AND
Investment Advisory Agreement • August 16th, 2006 • Jpmorgan Insurance Trust • Massachusetts

THIS AGREEMENT, made this 15th day of August, 2006 by and between JPMorgan Insurance Trust, a Massachusetts business trust (hereinafter the “Trust”), and J.P. Morgan Investment Management Inc. a Delaware Corporation (the “Adviser”).

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