0001193125-14-358653 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between
Investment Sub-Advisory Agreement • September 30th, 2014 • JPMorgan Trust III • New York

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the [ ] day of [ ], [ ], between J.P. Morgan Alternative Asset Management, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and [ ] (“Subadviser”), a [ ] organized and existing under the laws of the State of [ ].

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TRANSFER AGENCY AGREEMENT Made as of the 1st day of September, 2009 by and between EACH OF THE ENTITIES LISTED ON APPENDIX A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency Agreement • September 30th, 2014 • JPMorgan Trust III • Massachusetts

THIS AGREEMENT made as of the 1st day of September, 2009, 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 245 Park Ave., New York, NY 10167 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”):

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 30th, 2014 • JPMorgan Trust III • New York

INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) dated as of September 2, 2014 between JPM MMAC Holdings Ltd, a Cayman Islands exempted company (together with its successors and permitted assigns, the “Company”) and J.P. Morgan Alternative Asset Management Inc., a corporation organized under the laws of Delaware (the “Investment Manager”).

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Distribution Agreement in place for the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

JPMORGAN TRUST III AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2014 • JPMorgan Trust III • New York

AGREEMENT, made this 30th day of May, 2014, between JPMorgan Trust III, a statutory trust organized under the laws of the State of Delaware (the “Trust”) and J.P. Morgan Alternative Asset Management Inc., a Delaware corporation (the “Advisor”). This Agreement shall be effective as of May 30, 2014.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between the J.P. Morgan Funds entities that are parties to the agreement and are listed on the agreement’s Appendix A and Boston Financial Data Services, Inc., all as the parties to the Transfer Agency Agreement, dated September 1, 2009 (the “Agreement”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2014 • JPMorgan Trust III • Delaware
SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 30th, 2014 • JPMorgan Trust III • 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.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Funds Management, Inc., and the entities who are currently parties to the Administration Agreement in place for certain of the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

JPMorgan Trust III
Fee Waiver Agreement • September 30th, 2014 • JPMorgan Trust III
AMENDMENT TO SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 30th, 2014 • JPMorgan Trust III

THIS AMENDMENT is made as of February 12, 2014, by and between JPMorgan Distribution Services, Inc., and the entities who are currently parties to the Shareholder Servicing Agreement in place for certain of the open-end investment companies in the J.P. Morgan Funds (the “Agreement”).

GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
Global Custody and Fund Accounting Agreement • September 30th, 2014 • JPMorgan Trust III • New York

This Agreement dated April 3, 2014 is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 383 Madison Avenue, 11th Floor, New York, New York 10179 ; and each entity listed on Schedule A attached hereto (each, a “Customer”), severally and with respect to each series or portfolio listed under its name on Schedule A, each with a place of business at 270 Park Avenue, New York, NY 10017. For purposes of this Agreement each series or portfolio is a separate “Customer” and, as the context of this Agreement requires, the term “Customer” shall refer to each series or portfolio severally.

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