SEC Info - JPMorgan Trust III, et al. - ‘N-1A/A’ on 9/30/14

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JPMorgan Trust III, et al. – ‘N-1A/A’ on 9/30/14 – ‘EX-99.(H)(1)(B)’

On: Tuesday, 9/30/14, at 1:48pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1193125-14-358653 · File #s: 811-22915, 333-192502

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/30/14  JPMorgan Trust III                N-1A/A¶               43:8.1M                                   Donnelley … Solutions/FA
          → JPMorgan Multi-Manager Alternatives Fund ⇒ Class A (JMMAX) — Class C (JMCMX) — Class I (JMMSX) — Class R5 (JMMRX) — Class R6 (JMMYX)

Pre-Effective Amendment to Registration Statement by an Open-End Management Investment Company — Form N-1A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-1A/A      Jpmorgan Trust Iii                                  HTML   2.19M 
43: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      5K 
 2: EX-99.(A)(2)  Declaration of Trust Dated November 13, 2013,     HTML    137K 
                Amended as of May 14, 2014.                                      
 3: EX-99.(A)(3)  Memorandum and Articles of Association of Jpm     HTML    153K 
                Mmac Holdings Ltd. Dated 1/ 7/14                                 
 4: EX-99.(B)   By-Laws as Amended and Restated August 20,2014      HTML     90K 
 5: EX-99.(D)(1)  Investment Advisory Agreement                     HTML     32K 
 6: EX-99.(D)(2)  Investment Advisory Agreement of Jpm Mmac         HTML     45K 
                Holdings Ltd. Dated [ ], 2014.                                   
 7: EX-99.(D)(3)  Form of Sub-Advisory Agreement Between Jpmaam     HTML     91K 
                and Sub-Adviser.                                                 
 8: EX-99.(D)(4)  Form of Sub-Advisory Agreement Between Jpmaam     HTML     91K 
                and the Sub-Adviser                                              
 9: EX-99.(E)(1)  Distribution Agreement, Dated February 19, 2005,  HTML    143K 
                Between the Trust and Jpmorgan                                   
10: EX-99.(E)(2)  Amendment to Distribution Agreement, Including    HTML     22K 
                Schedule A Dated 2/12/14                                         
11: EX-99.(E)(3)  Form of Amended Schedule B to Distribution        HTML     53K 
                Agreement, Amended as of 08/20/14                                
12: EX-99.(E)(4)  Form of Amended Schedule C to the Distribution    HTML     46K 
                Agreement, Amended as of 08/20/14                                
13: EX-99.(E)(5)  Form of Amended Schedule D to the Distribution    HTML     90K 
                Agreement, Amended as of 08/20/14                                
14: EX-99.(E)(6)  Form of Amended Schedule E to the Distribution    HTML     33K 
                Agreement, Amended as of 06/30/14                                
15: EX-99.(E)(7)  Form of Amended Schedule F to the Distribution    HTML     59K 
                Agreement, Amended as of 08/20/14                                
16: EX-99.(G)(1)  Global Custody and Fund Accounting Agreement,     HTML    237K 
                Dated April 3, 2014.                                             
17: EX-99.(G)(2)  Form of Domestic Custody Agreement and Global     HTML    197K 
                Rider Between Jpm Mmac Holdings                                  
18: EX-99.(H)(1)(A)  Administration Agreement, Dated February 19,   HTML     79K 
                2005 Between the Trust and Jpmorgan                              
19: EX-99.(H)(1)(B)  Form of Amendment to Administration            HTML     61K 
                Agreement, Including Schedule A and B                            
20: EX-99.(H)(1)(C)  Form of Amended Sched B to Administration      HTML     52K 
                Agreement (Amnded as of 08/20/14)                                
21: EX-99.(H)(2)(A)  Transfer Agency Agreement Between the Trust    HTML    173K 
                and Boston Financial Data Services                               
22: EX-99.(H)(2)(B)  Form of Amendment to Transfer Agency           HTML     20K 
                Agreement Between the Trust and Bfds                             
23: EX-99.(H)(2)(C)  Form of Amended Appendix A to the Transfer     HTML     32K 
                Agency Agreement, Dtd August 20, 2014                            
24: EX-99.(H)(3)(A)  Shareholder Servicing Agreement, Dated         HTML    157K 
                February 19, 2005, Between the Trust and                         
25: EX-99.(H)(3)(B)  Form of Amendment to Shareholder Servicing     HTML    193K 
                Agreement, Including Schedule A and B                            
26: EX-99.(H)(3)(C)  Form of Amended Sched B to Shareholder Svcing  HTML    226K 
                Agreement, (Amended as of 08/20/14                               
27: EX-99.(H)(4)  Form of Fee Waiver Agreement.                     HTML     20K 
28: EX-99.(I)   Opinion and Consent of Counsel.                     HTML     21K 
29: EX-99.(J)   Consent of Independent Registered Public            HTML     15K 
                Accounting Firm.                                                 
30: EX-99.(M)(1)  Combined Amended and Restated Distribution Plan,  HTML    145K 
                Including Schedule A and B                                       
31: EX-99.(M)(2)  Sched B, Amndd 08/20/14, to Combind Amndd &       HTML    149K 
                Restatd Distrib Plan,Amnded 02/12/14                             
32: EX-99.(N)(1)  Combined Amended and Restated Rule 18F-3          HTML    185K 
                Multi-Class Plan, Including Exhibits A                           
33: EX-99.(N)(2)  Exhibit B, Amended 08/28/14, to Combined &        HTML    111K 
                Restated Rule 18F-3, Multi-Class Plan                            
34: EX-99.(P)(1)  Codes of Ethics of the Trust (As Updated          HTML     44K 
                February 25, 2014)                                               
35: EX-99.(P)(2)  Code of Ethics of J.P. Morgan Asset Management,   HTML     97K 
                Inc., Including Jpmaam                                           
36: EX-99.(P)(3)  Code of Ethics of the Distributor (Formerly One   HTML     67K 
                Group Dealer Services, Inc.)                                     
37: EX-99.(P)(4)  Code of Ethics of Chilton Investment Company,     HTML    103K 
                LLC, Effective November 2012.                                    
38: EX-99.(P)(5)  Code of Ethics of Graham Capital Management,      HTML     64K 
                L.P., Effective July 2013.                                       
39: EX-99.(P)(6)  Code of Ethics of Ionic Capital Management LLC.   HTML    102K 
40: EX-99.(P)(7)  Code of Ethics of Owl Creek Asset Management,     HTML     89K 
                L.P., Effective July 2014.                                       
41: EX-99.(P)(8)  Code of Ethics of P. Schoenfeld Asset Management  HTML    134K 
                Lp, Dated August 2013.                                           
42: EX-99.(P)(9)  Code of Ethics of Peak6 Advisors LLC, Dated May   HTML    112K 
                14, 2014

‘EX-99.(H)(1)(B)’ — Form of Amendment to Administration Agreement, Including Schedule A and B

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Form of Amendment to Administration Agreement, including Schedule A and B,

AMENDMENT TO

ADMINISTRATION AGREEMENT

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”).

WHEREAS, the parties hereto wish to amend the Agreement, to add JPMorgan Trust III, as well as to update Schedule B.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1.	Capitalized terms not otherwise defined herein shall have the same meaning as are set forth in the Agreement.

2.	As of the date of the Amendment, Schedule A is replaced with the new Schedule A.

3.	As of the date of the Amendment, Schedule B is replaced with the attached new Schedule B.

4	This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

5.	This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

* * * *

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.


		JPMorgan Funds Management, Inc.

		By:
				Name:
				Title:

		J.P. Morgan Fleming Mutual Fund Group, Inc.
		J.P. Morgan Mutual Fund Group
		J.P. Morgan Mutual Fund Investment Trust
		Undiscovered Managers Funds
		JPMorgan Trust I
		JPMorgan Trust II
		JPMorgan Trust III
		UM Investment Trust
		JPMorgan Insurance Trust

		By:
				Name:
				Title:

SCHEDULE A

TO THE ADMINISTRATION AGREEMENT

(Effective as of February 12, 2014)

Name of Trust


Name ot Entity		State and Form of Organization
J.P. Morgan Fleming Mutual Fund Group, Inc		Maryland corporation
J.P. Morgan Mutual Fund Group		Massachusetts business trust
J.P. Morgan Mutual Fund Investment Trust		Massachusetts business trust
Undiscovered Managers Funds		Massachusetts business trust
JPMorgan Trust I		Delaware statutory trust
JPMorgan Trust II		Delaware statutory trust
UM Investment Trust		Massachusetts business trust
JPMorgan Insurance Trust		Massachusetts business trust
JPMorgan Trust III		Delaware statutory trust

SCHEDULE B

TO THE ADMINISTRATION AGREEMENT

(Amended as of February 12, 2014)

Category 1

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund in Category 1 for administrative services: 0.15% of the first $25 billion of average daily net assets of all Category 1 and Category 4 funds in the JPMorgan Funds Complex¹ plus 0.075% of average daily net assets of all Category 1 and Category 4 funds over $25 billion.


Current Name		Prior Name
JPMorgan Market Neutral Fund		Highbridge Statistical Market Neutral Fund (name effective until 12/6/13)
JPMorgan Access Balanced Fund		N/A
JPMorgan Access Growth Fund		N/A
JPMorgan Alternative Strategies Fund		N/A
JPMorgan Arizona Municipal Bond Fund (to be reorganized into JPMorgan Intermediate Tax-Free Bond Fund on or about 6/13/14)		One Group Arizona Municipal Bond Fund
JPMorgan Asia Pacific Fund		JPMorgan Asia Pacific Focus Fund (name effective until 6/28/12)
JPMorgan California Tax Free Bond Fund		JPMorgan California Bond Fund
JPMorgan China Region Fund		N/A
JPMorgan Commodities Strategy Fund		N/A
JPMorgan Core Bond Fund		One Group Bond Fund
JPMorgan Core Plus Bond Fund		One Group Income Bond Fund
JPMorgan Corporate Bond Fund		N/A
JPMorgan Current Income Fund		N/A
JPMorgan Disciplined Equity Fund		JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund		JPMorgan Diversified Fund
JPMorgan Diversified Risk Fund		N/A
JPMorgan Intrepid Mid Cap Fund		One Group Diversified Mid Cap Fund and JPMorgan Diversified Mid Cap Fund
JPMorgan Mid Cap Growth Fund		One Group Mid Cap Growth Fund and JPMorgan Diversified Mid Cap Growth Fund (name effective until 6/27/09)
JPMorgan Dynamic Growth Fund		N/A
JPMorgan Dynamic Income Fund		N/A
JPMorgan Dynamic Small Cap Growth Fund		JPMorgan Dynamic Small Cap Fund (name effective until 6/29/07)
JPMorgan Emerging Economies Fund		N/A
JPMorgan Emerging Markets Corporate Debt Fund		N/A
JPMorgan Emerging Markets Debt Fund		JPMorgan Fleming Emerging Markets Debt Fund
JPMorgan Emerging Markets Equity Fund		JPMorgan Fleming Emerging Markets Equity Fund
JPMorgan Emerging Markets Equity Income Fund		N/A
JPMorgan Emerging Markets Local Currency Debt Fund		N/A
JPMorgan Equity Focus Fund		N/A
JPMorgan Equity Income Fund		One Group Equity Income Fund
JPMorgan Equity Index Fund		One Group Equity Index Fund
JPMorgan Ex-G4 Currency Strategies Fund (to be liquidated on or about 3/10/14)		N/A
JPMorgan Floating Rate Income Fund		N/A

¹	For purposes of this Agreement, the “JPMorgan Funds Complex” includes all of the Funds subject to this Agreement.

B-1


Current Name		Prior Name
JPMorgan Global Allocation Fund		JPMorgan Global Flexible Fund (name effective until 2/17/11)
JPMorgan Global Bond Opportunities Fund		N/A
JPMorgan Global Equity Income Fund		N/A
JPMorgan Global Natural Resources Fund		N/A
JPMorgan Global Research Enhanced Index Fund		N/A
JPMorgan Global Unconstrained Equity Fund		N/A
JPMorgan Government Bond Fund		One Group Government Bond Fund
JPMorgan Growth and Income Fund		JPMorgan Growth & Income Fund
JPMorgan Growth Long/Short Fund		N/A
JPMorgan Hedged Equity Fund		N/A
JPMorgan High Yield Fund		One Group High Yield Bond Fund and JPMorgan High Yield Bond Fund (name effective until 9/14/09)
JPMorgan Income Builder Fund		JPMorgan World Income Builder Fund
JPMorgan Income Fund		N/A

JPMorgan Inflation Managed Bond Fund		N/A
JPMorgan Insurance Trust Core Bond Portfolio		JPMorgan Investment Trust Bond Portfolio and One Group Investment Trust Bond Portfolio
JPMorgan Insurance Trust U.S. Equity Portfolio		JPMorgan Insurance Trust Diversified Equity Portfolio (name effective until 4/24/09), JPMorgan Investment Trust Diversified Equity Portfolio and One Group Investment Trust Diversified Equity Portfolio
JPMorgan Insurance Trust Mid Cap Growth Portfolio		JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio (name effective until 5/1/10), JPMorgan Investment Trust Mid Cap Growth Portfolio and One Group Investment Trust Mid Cap Growth Portfolio
JPMorgan Insurance Trust Mid Cap Value Portfolio		JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio (name effective until 4/24/09), JPMorgan Investment Trust Mid Cap Value Portfolio and One Group Investment Trust Mid Cap Value Portfolio
JPMorgan Insurance Trust Equity Index Portfolio		JPMorgan Investment Trust Equity Index Portfolio and One Group Investment Trust Equity Index Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio		JPMorgan Investment Trust Diversified Mid Cap Portfolio and One Group Investment Trust Diversified Mid Cap Portfolio
JPMorgan Insurance Trust International Equity Portfolio		N/A
JPMorgan Insurance Trust Intrepid Growth Portfolio		JPMorgan Insurance Trust Large Cap Growth Portfolio, JPMorgan Investment Trust Large Cap Growth Portfolio, and One Group Investment Trust Large Cap Growth Portfolio
JPMorgan Insurance Trust Small Cap Core Portfolio		JPMorgan Insurance Trust Small Cap Equity Portfolio (name effective until 4/24/09)
JPMorgan Intermediate Tax Free Bond Fund		JPMorgan Intermediate Tax Free Income Fund
JPMorgan International Currency Income Fund		N/A
JPMorgan International Equity Fund		JPMorgan Fleming International Equity Fund
JPMorgan International Equity Index Fund		One Group International Equity Index Fund
JPMorgan International Opportunities Plus Fund		N/A
JPMorgan International Realty Fund		N/A

JPMorgan International Unconstrained Equity Fund		N/A
JPMorgan International Value Fund		JPMorgan Fleming International Value Fund
JPMorgan International Value SMA Fund		N/A
JPMorgan Intrepid America Fund		JPMorgan Intrepid America Fund

B-2


Current Name		Prior Name
JPMorgan Intrepid Advantage Fund		JPMorgan Intrepid Investor Fund, JPMorgan Intrepid Contrarian Fund (name effective until 4/10/06) and JPMorgan Intrepid Multi Cap Fund (name effective until 2/28/13)
JPMorgan Intrepid European Fund		JPMorgan Fleming Intrepid European Fund
JPMorgan Intrepid Growth Fund		JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund		JPMorgan Intrepid Value Fund
JPMorgan Large Cap Growth Fund		One Group Large Cap Growth Fund
JPMorgan Large Cap Value Fund		One Group Large Cap Value Fund
JPMorgan Latin America Fund		N/A
JPMorgan Managed Income Fund		N/A
JPMorgan Market Expansion Enhanced Index Fund		One Group Market Expansion Index Fund and JPMorgan Market Expansion Index Fund (name effective until 4/30/13)
JPMorgan Mid Cap Core Fund (to be reorganized into JPMorgan Mid Cap Equity Fund on or about 3/14/14)		N/A
JPMorgan Mid Cap Equity Fund		JPMorgan Mid Cap Equity Fund
JPMorgan Growth Advantage Fund		JPMorgan Mid Cap Growth Fund (change effective 8/17/05)
JPMorgan Mid Cap Value Fund		JPMorgan Mid Cap Value Fund
JPMorgan Michigan Municipal Bond Fund (to be reorganized into JPMorgan Intermediate Tax-Free Bond Fund on or about 6/13/14)		One Group Michigan Municipal Bond Fund
JPMorgan Mortgage-Backed Securities Fund		One Group Mortgage-Backed Securities Fund
JPMorgan Multi-Cap Long/Short Fund		N/A
JPMorgan Multi-Cap Market Neutral Fund		One Group Market Neutral Fund
JPMorgan Multi-Manager Alternatives Fund		N/A
JPMorgan Multi-Sector Income Fund		N/A
JPMorgan Municipal Income Fund		One Group Municipal Income Fund
JPMorgan New York Tax Free Bond Fund		JPMorgan New York Intermediate Tax Free Income Fund
JPMorgan Ohio Municipal Bond Fund (to be reorganized into JPMorgan Intermediate Tax-Free Bond Fund on or about February 6/13/14)		One Group Ohio Municipal Bond Fund
JPMorgan Real Return Fund		N/A
JPMorgan Realty Income Fund		Undiscovered Managers REIT Fund (this name effective until 12/31/05)
JPMorgan Research Equity Long/Short Fund		N/A
JPMorgan Research Market Neutral Fund		JPMorgan Market Neutral Fund (name effective until 2/28/10)
JPMorgan Short Duration Bond Fund		One Group Short-Term Bond Fund
JPMorgan Short Duration High Yield Fund		N/A
JPMorgan Short Term Bond Fund II (liquidated on 11/29/2012)		JPMorgan Short Term Bond Fund II
JPMorgan Short-Intermediate Municipal Bond Fund		One Group Short-Term Municipal Bond Fund and JPMorgan Short Term Municipal Bond Fund (name effective until 4/30/09)
JPMorgan Small Cap Core Fund		JPMorgan Trust Small Cap Equity Fund
JPMorgan Small Cap Equity Fund		JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund		One Group Small Cap Growth Fund
JPMorgan Small Cap Value Fund		One Group Small Cap Value Fund
JPMorgan SmartAllocation Equity Fund		N/A
JPMorgan SmartAllocation Income Fund		N/A
JPMorgan SmartRetirement Blend Income Fund		N/A
JPMorgan SmartRetirement Blend 2015 Fund		N/A
JPMorgan SmartRetirement Blend 2020 Fund		N/A
JPMorgan SmartRetirement Blend 2025 Fund		N/A
JPMorgan SmartRetirement Blend 2030 Fund		N/A
JPMorgan SmartRetirement Blend 2035 Fund		N/A

B-3


Current Name		Prior Name
JPMorgan SmartRetirement Blend 2040 Fund		N/A
JPMorgan SmartRetirement Blend 2045 Fund		N/A
JPMorgan SmartRetirement Blend 2050 Fund		N/A
JPMorgan SmartRetirement Blend 2055 Fund		N/A
JPMorgan Strategic Income Opportunities Fund		N/A
JPMorgan Strategic Preservation Fund		JPMorgan Global Strategic Preservation Fund
JPMorgan Tax Aware Equity Fund		JPMorgan Tax Aware Disciplined Equity Fund (name effective until 12/10/10)
JPMorgan Tax Aware High Income Fund		N/A
JPMorgan Tax Aware Income Opportunities Fund		N/A
JPMorgan Intrepid International Fund		JPMorgan Fleming Tax Aware International Opportunities Fund and JPMorgan Tax Aware International Opportunities Fund (the name effective until 12/15/05)
JPMorgan Tax Aware Real Return Fund		N/A
JPMorgan Tax Aware Real Return SMA Fund		N/A
JPMorgan Tax Free Bond Fund		One Group Tax-Free Bond Fund
JPMorgan Total Emerging Markets Fund		N/A
JPMorgan Total Return Fund		N/A
JPMorgan Treasury & Agency Fund		One Group Treasury & Agency Fund
JPMorgan Limited Duration Bond Fund		One Group Ultra Short-Term Bond Fund and JPMorgan Ultra Short Term Bond Fund (name effective until 7/1/06) and JPMorgan Ultra Short Duration Bond Fund (name effective until 8/31/09)
JPMorgan U.S. Dynamic Plus Fund		JPMorgan Intrepid Long/Short Fund (name effective until 11/1/07) and JPMorgan Intrepid Plus Fund (name effective until 5/3/10)
JPMorgan U.S. Equity Fund		JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund		N/A
JPMorgan U.S. Research Equity Plus Fund		N/A
JPMorgan U.S. Small Company Fund		JPMorgan U.S. Small Company Fund
JPMorgan Value Advantage Fund		N/A
Security Capital U.S. Core Real Estate Securities Fund		N/A
Undiscovered Managers Behavioral Value Fund		Undiscovered Managers Behavioral Value Fund

Category 2

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund in Category 2 for administrative services: 0.10% of the Fund’s average daily net assets on the first $500,000,000 in Fund assets; 0.075% of the Fund’s average daily net assets between $500,000,000 and $1,000,000,000 and 0.05% of the Fund’s average daily net assets in excess of $1,000,000,000.


Current Name		Prior Name
JPMorgan Diversified Real Return Fund		N/A
JPMorgan Investor Balanced Fund		One Group Investor Balanced Fund
JPMorgan Investor Conservative Growth Fund		One Group Investor Conservative Growth Fund
JPMorgan Investor Growth & Income Fund		One Group Investor Growth & Income Fund
JPMorgan Investor Growth Fund		One Group Investor Growth Fund

B-4

Category 3

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund in Category 3 for administrative services: 0.10% of the first $100 billion of average daily net assets of all Category 3 funds in the JPMorgan Funds Complex plus 0.05% of average daily net assets over $100 billion.


Current Name		Prior Name
JPMorgan 100% U.S. Treasury Securities Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan California Municipal Money Market Fund		JPMorgan California Tax Free Money Market Fund
JPMorgan Current Yield Money Market Fund		N/A
JPMorgan Federal Money Market Fund		JPMorgan Federal Money Market Fund
JPMorgan Liquid Assets Money Market Fund		One Group Prime Money Market Fund
JPMorgan Michigan Municipal Money Market Fund		One Group Michigan Municipal Money Market Fund
JPMorgan Municipal Money Market Fund		One Group Municipal Money Market Fund
JPMorgan New York Municipal Market Fund		JPMorgan New York Tax Free Money Market Fund
JPMorgan Ohio Municipal Money Market Fund		One Group Ohio Municipal Money Market Fund
JPMorgan Prime Money Market Fund		JPMorgan Prime Money Market Fund
JPMorgan Tax Free Money Market Fund		JPMorgan Tax Free Money Market Fund
JPMorgan U.S. Government Money Market Fund		One Group Government Money Market Fund
JPMorgan U.S. Treasury Plus Money Market Fund		One Group U.S. Treasury Securities Money Market Fund

Category 4

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services: 0.10% of the first $25 billion of average daily net assets of all Category 1 and Category 4 funds in the JPMorgan Funds Complex plus 0.025% of average daily net assets of all Category 1 and Category 4 funds over $25 billion. These Funds are feeders into the Growth and Income Portfolio that has an additional 0.05% administration fee.

N/A

Category 5

The Administrator receives a fee of 0.00% of the average daily net assets of all Category 5 Funds.

N/A

Category 6

The Administrator receives a fee of 0.365% of the average daily net assets of all Category 6 Funds.

N/A

B-5

* * * *


		J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Group J.P. Morgan Mutual Fund Investment Trust Undiscovered Managers Funds JPMorgan Trust I JPMorgan Trust II JPMorgan Trust III UM Investment Trust JPMorgan Insurance Trust Each on behalf of itself and each of its Funds

		By:

		Name:

		Title:

		JPMorgan Funds Management, Inc.

		By:

		Name:

		Title:

B-6

Dates Referenced Herein

This ‘N-1A/A’ Filing	Date	Other Filings

Filed on:	9/30/14	None on these Dates
	2/12/14
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/29/15  JPMorgan Trust III                NSAR-A      4/30/15    5:15K                                    Toppan Merrill NSAR/FA

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Filing Submission 0001193125-14-358653 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

JPMorgan Trust III, et al. – ‘N-1A/A’ on 9/30/14 – ‘EX-99.(H)(1)(B)’

On: Tuesday, 9/30/14, at 1:48pm ET · Private-to-Public: Document/Exhibit ¶ – Release Delayed · Accession #: 1193125-14-358653 · File #s: 811-22915, 333-192502

Previous ‘N-1A’: ‘N-1A/A’ on 2/24/14 · Latest ‘N-1A’: This Filing · 1 Reference: By: JPMorgan Trust III – ‘NSAR-A’ on 6/29/15 for 4/30/15

Pre-Effective Amendment to Registration Statement by an Open-End Management Investment Company — Form N-1AFiling Table of Contents

‘EX-99.(H)(1)(B)’ — Form of Amendment to Administration Agreement, Including Schedule A and B

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

1 Subsequent Filing that References this Filing

On: Tuesday, 9/30/14, at 1:48pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1193125-14-358653 · File #s: 811-22915, 333-192502

Pre-Effective Amendment to Registration Statement by an Open-End Management Investment Company — Form N-1A
Filing Table of Contents