0001193125-11-109188 Sample Contracts

Contract
Securities Lending Agency Agreement • April 26th, 2011 • Jpmorgan Insurance Trust • New York

This AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT effective as of March 1, 2011 (the “Agreement) is between JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Institutional Trust, 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 Bank USA (formerly known as The Goldman Sachs Trust Company), doing business as Goldman Sachs Agency Lending (“GSAL” or “Agent”).

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Contract
Third Party Securities Lending Agreement • April 26th, 2011 • Jpmorgan Insurance Trust • New York

THIS AMENDED AND RESTATED THIRD PARTY SECURITIES LENDING AGREEMENT (“Agreement”) is effective March 1, 2011, among JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Investment Trust, JPMorgan Insurance Trust, JPMorgan Institutional Trust and Undiscovered Managers Funds (each, a “Trust” and, collectively, the “Trusts”), on behalf of their series listed on Appendix 4 (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 having an office at 245 Park Avenue, New York, New York 10167 (each such series, a “Lender” and, collectively, the “Lenders”), The Goldman Sachs Bank USA (formerly known as The Goldman Sachs Trust Company), doing business as Goldman Sachs Agency Lending having an office at 125 High Street, Oliver Street Tower, Suite 1700, Boston, Massachusetts 02110 (“Agent”), and JPMorgan Chase Bank, N.A.

AMENDMENT TO SECURITIES LENDING AGREEMENT
Securities Lending Agreement • April 26th, 2011 • Jpmorgan Insurance Trust • New York

AMENDMENT (“Amendment”), effective as of March 1, 2011, to the Securities Lending Agreement (“Agreement”), amended and restated as of February 9, 2010 between the Bank and Pacholder High Yield Fund, Inc., JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Insurance Trust and JPMorgan Institutional 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.

APPENDIX A AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT JPMORGAN INSURANCE TRUST (Amended as of April 24, 2010)
Investment Advisory Agreement • April 26th, 2011 • Jpmorgan Insurance Trust
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