0001193125-22-268468 Sample Contracts

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Global Securities Lending Agency Agreement • October 25th, 2022 • Undiscovered Managers Funds

To: JPMorgan Trust I, JPMorgan Trust II, JPMorgan Trust IV, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Investment Trust, JPMorgan Institutional Trust, JPMorgan Insurance Trust, Undiscovered Managers Funds (each, a “Trust”, and, collectively, the “Trusts”), each a registered management investment company organized and existing under the laws of Delaware, Massachusetts, or Maryland, each on behalf of their series portfolios listed as corresponding to such Trust’s name on Exhibit A of the Agreement (as defined below) severally and not jointly, (each series portfolio, a “Lender” and collectively, the “Lenders

FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • October 25th, 2022 • Undiscovered Managers Funds • New York

THIS AGREEMENT, dated as of _________________, [between/among] [the/each] [NAME OF INVESTING TRUST] (the “Investing Company”), on behalf of each of its series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and the [JPMORGAN TRUST NAME] (the/each [a] “Trust” [and collectively, the “Trusts”]), on behalf of each series of the Trust/Trusts listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”).

AMENDED AND RESTATED GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT
Global Custody and Fund Accounting Agreement • October 25th, 2022 • Undiscovered Managers Funds • New York

This Amended and Restated Global Custody and Fund Accounting Agreement, dated as of March 31, 2022, is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 4 Chase Metrotech Center, 6th Floor, Brooklyn, NY 11245; and each of the Trusts 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 277 Park Avenue, New York, NY 10172. For purposes of this Agreement, each individual Fund is a separate “Customer.”

AMENDMENT TO THE AGENCY AGREEMENT
Agency Agreement • October 25th, 2022 • Undiscovered Managers Funds

THIS AMENDMENT dated as of the 11th day of August 2022 (the “Amendment”) hereby amends the Global Securities Lending Agency Agreement, dated October 4, 2018, as previously amended (the “Agency Agreement”), between JPMorgan Trust I, JPMorgan Trust II, JPMorgan Trust IV, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Investment Trust, JPMorgan Institutional Trust, JPMorgan Insurance Trust, and Undiscovered Managers Funds (each, a “Trust”, and, collectively, the “Trusts”), each a registered management investment company organized and existing under the laws of Delaware, Massachusetts, or Maryland, each on behalf of their series portfolios listed as corresponding to such Trust’s name on Exhibit A severally and not jointly, (each series portfolio, a “Lender” and collectively, the “Lenders”) and Citibank, N.A. (“Agent”) (collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agency Agreement.

UNDISCOVERED MANAGERS FUNDS SUB-ADVISORY AGREEMENT (Undiscovered Managers Behavioral Value Fund)
Sub-Advisory Agreement • October 25th, 2022 • Undiscovered Managers Funds • Massachusetts

This Sub-Advisory Agreement (this “Agreement”) is entered into as of January 31, 2022 by and between J.P. Morgan Investment Management Inc., a Delaware corporation (the “Manager”), and Fuller & Thaler Asset Management, Inc., a California corporation (the “Sub-Adviser”).

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