POS AMI

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 20, 2023

File No. 811-21638

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT 

UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 59

JPMORGAN INSTITUTIONAL TRUST

(Exact Name of Registrant as Specified in Charter)

277 Park Avenue
New York, New York 10172

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code 800-343-1113

Gregory S. Samuels, Esq.
JPMorgan Chase & Co.
4 New York Plaza
New York, New York 10004

(Name and Address of Agent for Service)

Copies to:

Zachary E. Vonnegut-Gabovitch, Esq.
JPMorgan Chase & Co.
4 New York Plaza
New York, New York 10004

EXPLANATORY NOTE

This Amendment is filed by JPMorgan Institutional Trust (the “Registrant”). This Registration Statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, shares of beneficial interest in the Registrant are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), because such shares are issued solely in private placement transactions that do not involve a “public offering” within the meaning of Section 4(2) of the Securities Act. The shares have not been registered under any state securities laws in reliance upon various exemptions provided by those laws. Investments in the shares of the Registrant may be made only by “accredited investors” within the meaning of Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of the Registrant.

Part A & B

This filing supplements the Confidential Offering Memorandum and Confidential Offering Memorandum Supplement dated June 28, 2023, filed as Amendment No. 58 to the Registrant’s Registration Statement on Form N-1A (SEC File No. 811-21638).

JPMORGAN INSTITUTIONAL TRUST

JPMorgan Intermediate Bond Trust

(the “Fund”)

Supplement dated November 20, 2023

to the current Confidential Offering Memorandum and Confidential Offering Memorandum Supplement

NOTICE OF LIQUIDATION OF THE JPMORGAN INTERMEDIATE BOND TRUST. The Board of Trustees (the “Board”) of JPMorgan Institutional Trust has approved the liquidation and dissolution of the Fund on or about January 31, 2024 (the “Liquidation Date”). Effective immediately, the Fund will depart from its stated investment objective and strategies as it increases its cash holdings in preparation for its liquidation. On the Liquidation Date (for settlement the day after the Liquidation Date), the Fund shall distribute pro rata to its shareholders of record all of the assets of the Fund in complete cancellation and redemption of all of the outstanding shares of beneficial interest, except for any proceeds from any securities that cannot be liquidated on the Liquidation Date, cash, bank deposits or cash equivalents in an estimated amount necessary to (i) discharge any unpaid liabilities and obligations of the Fund on the Fund’s books on the Liquidation Date, including, but not limited to, income dividends and capital gains distributions, if any, payable through the Liquidation Date, and (ii) pay such contingent liabilities as the officers of the Fund deem appropriate subject to ratification by the Board. On or immediately prior to the Liquidation Date, the Fund may declare and pay its shareholders of record one or more taxable distributions of its investment company taxable income, if any, and/or net realized capital gains, if any.

EFFECTIVE IMMEDIATELY, PURCHASES OF FUND SHARES FROM NEW SHAREHOLDERS WILL NO LONGER BE ACCEPTED.

PURCHASES OF ADDITIONAL SHARES BY EXISTING SHAREHOLDERS WILL NO LONGER BE ACCEPTED ON OR AFTER JANUARY 22, 2024.

INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE

CONFIDENTIAL OFFERING MEMORANDUM AND CONFIDENTIAL OFFERING MEMORANDUM SUPPLEMENT FOR FUTURE REFERENCE

SUP-IBT-LIQ-1123

PART C – OTHER INFORMATION

Item 28.

Exhibits 

(a) Articles of Incorporation
(a)(1)	Certificate of Trust is incorporated by reference to Registrant’s Initial Registration Statement on Form N-1A, SEC File No. 811-21638.
(a)(2)	Declaration of Trust, dated September 14, 2004 (amended May 14, 2014). Incorporated herein by reference to Amendment No. 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(a)(3)	Schedule A to the Declaration of Trust. Filed herewith.
(b) By-laws
	By-Laws of JPMorgan Institutional Trust, as Amended and Restated August 11, 2021. Incorporated herein by reference to Amendment No. 52 to Registrant’s Registration Statement filed on January 13, 2022.
(c) Instruments Defining Rights of Security Holders: None.
(d) Investment Advisory Contracts
(d)(1)	Investment Advisory Agreement between the Registrant and J.P. Morgan Investment Management Inc. is incorporated by reference to Amendment No. 4 to Registrant’s Registration Statement filed on October 28, 2005.
(d)(2)	Form of Schedule A to the Investment Advisory Agreement (amended as of November 16, 2023). Filed herewith.
(e) Underwriting Contracts: Not applicable.
(f) Bonus or Profit Sharing Contracts
	Deferred Compensation Plan for Eligible Trustees of the Trust. Incorporated herein by reference to Amendment No. 22 to the Registrant’s Registration Statement filed on June 27, 2014.
(g) Custodian Agreements
(g)(1)(a)	Amended and Restated Global Custody and Fund Accounting Agreement dated March 31, 2022 between JPMorgan Chase Bank, N.A. and the entities named on Schedule A. Incorporated herein by reference to Amendment No. 54 to the Registrant’s Registration Statement filed on June 28, 2022.
(g)(1)(b)	Amendment, dated December 1, 2022, to the Amended and Restated Global Custody and Fund Accounting Agreement, including Schedules A and E. Incorporated herein by reference to Amendment No. 56 to the Registrant’s Registration Statement filed on May 15, 2023.
(g)(1)(c)	Form of Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement (as of November 16, 2023). Filed herewith.
(g)(2)(a)	Third Party Securities Lending Rider, dated October 4, 2018 to the Amended and Restated Global Custody and Fund accounting Agreement dated September 1, 2010 among the Registrant, JPMorgan Chase Bank, N.A. and Citibank, N.A. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019.
(g)(2)(b)	Form of Amendment to Third Party Securities Lending Rider effective as of November 16, 2023. Filed herewith.
(h) Other Material Contracts
(h)(1)(a)	Amended and Restated Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. (“BFDS”), effective September 1, 2014. Incorporated herein by reference to Amendment No. 24 to the Registrant’s Registration Statement filed on December 29, 2014.
(h)(1)(b)	Second Amendment to Amended and Restated Transfer Agency Agreement between the Trust and DST Asset Manager Solutions, Inc. (“DST AMS” f/k/a “Boston Financial Data Services, Inc.”), dated August 30, 2019. Incorporated herein by reference to Amendment No. 44 to Registrant’s Registration Statement filed on April 13, 2020.
(h)(1)(c)	Amendment to Amended and Restated Transfer Agency Agreement between the Trust and SS&C GIDS, Inc. (successor in interest to DST Asset Manager Solutions, Inc.) as of August 10, 2023. Filed herewith.
(h)(1)(d)	Form of Amended Appendix A, dated as of November 16, 2023, to the Amended and Restated Transfer Agency Agreement between the Trust and SS&C GIDS, Inc., dated November 16, 2023. Filed herewith.
(h)(2)(a)	Form of Administration Agreement between the Registrant and JPMorgan Funds Management, Inc. (formerly known as One Group Administrative Services, Inc.) is incorporated by reference to Amendment No. 4 to Registrant’s Registration Statement filed on October 28, 2005.
(h)(2)(b)	Amendment dated April 1, 2016, to Administration Agreement. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.

(h)(2)(c)	Form of Schedule A to the Administration Agreement (amended as of November 16, 2023). Filed herewith.
(h)(3)(a)	Placement Agency Agreement between the Registrant and J.P. Morgan Institutional Investments Inc. is incorporated by reference to Amendment No. 4 to Registrant’s Registration Statement filed on October 28, 2005.
(h)(3)(b)	Placement Agency Agreement between the Registrant and J.P. Morgan Institutional Investments Inc., dated May 25, 2005, is incorporated by reference to Amendment No. 8 to Registrant’s Registration Statement filed on June 28, 2006.
(h)(4)(a)	Global Securities Lending Agency Agreement dated as of October 4, 2018, between Citibank, N.A. and Registrant. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019.
(h)(4)(b)	Amendment to the Global Securities Lending Agency Agreement, dated as of December 11, 2018. Incorporated herein by reference to Amendment No. 39 to Registrant’s Registration Statement filed on June 28, 2019.
(h)(4)(c)	Form of Side Letter Amending Agreement, dated February 28, 2022, to the Global Securities Lending Agency Agreement. Incorporated herein by reference to Amendment No. 54 to the Registrant’s Registration Statement filed on June 28, 2022.
(h)(4)(d)	Form of Amendment to the Global Securities Lending Agency Agreement effective as of November 16, 2023. Filed herewith.
(h)(5)	Fee Waiver Agreement, dated June 28, 2023. Incorporated herein by reference to Amendment No. 58 to the Registrant’s Registration Statement filed on June 28, 2023.
(i) Legal Opinion: Not applicable.
(j) Other Opinions: Not applicable.
(k) Omitted Financial Statements: Not applicable.
(l) Initial Capital Agreements: Not applicable.
(m) Rule 12b-1 Plan: Not applicable.
(n) Rule 18f-3 Plan: Not applicable.
(o) Reserved.
(p) Codes of Ethics.
(p)(1)	Code of Ethics of Trust. Incorporated herein by reference to Amendment No. 31 to the Registrant’s Registration Statement filed on June 28, 2016.
(p)(2)	Code of Ethics of JPMAM, including JPMIM, (Effective July 21, 2022). Incorporated herein by reference to Amendment No. 56 to the Registrant’s Registration Statement filed on May 15, 2023.
(q) Powers of Attorney
(q)(a)	Powers of Attorney for the Trustees. Incorporated herein by reference to Amendment No. 56 to the Registrant’s Registration Statement filed on May 15, 2023.
(q)(b)	Power of Attorney for Brian S. Shlissel. Incorporated herein by reference to Amendment No. 56 to the Registrant’s Registration Statement filed on May 15, 2023.
(q)(c)	Power of Attorney for Timothy J. Clemens. Incorporated herein by reference to Amendment No. 56 to the Registrant’s Registration Statement filed on May 15, 2023.

Item 24.

Persons Controlled by or Under Common Control with the Registrant

The Registrant is not directly or indirectly controlled by or under common control with any person other than the Trustees. It does not have any subsidiaries.

Item 25.

Indemnification

Article VII, Section 3 of the Trust’s Declaration of Trust provides that, subject to the exceptions and limitations contained in the Trust’s By-Laws: (a) every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer of the Trust and against amounts paid or incurred by him in the settlement thereof; and (ii) expenses in connection with the defense of any proceeding of the character described in clause (i) above shall be advanced by the Trust to the Covered Person from time to time prior to final disposition of such proceeding to the fullest extent permitted by law.

Article VII, Section 2 of the Trust’s By-Laws provides that subject to the exceptions and limitations contained in Article VII, Section 4 of the By-Laws the Trust shall indemnify its Covered Persons to the fullest extent consistent with state law and the Investment Company Act of 1940, as amended (“1940 Act”). Without limitation of the foregoing, the Trust shall indemnify each person who was or is a party or is threatened to be made a party to any proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Trustee or officer of the Trust, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. Subject to the exceptions and limitations contained in Section 4 of Article VII of the By-Laws, the Trust may, to the fullest extent consistent with law, indemnify each person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, against judgments, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. The indemnification and other rights provided by Article VII of the By-Laws shall continue as to a person who has ceased to be a Trustee or officer of the Trust.

Article VII, Section 4 of the Trust’s By-Laws provides that: (a) the Trust shall not indemnify a Covered Person or agent who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (collectively, “disabling conduct”) or (ii) not to have acted in good faith in the reasonable belief that his action was in or not opposed to the best interest of the Trust; and (b) the Trust shall not indemnify a Covered Person or agent unless the court or other body before which the proceeding was brought determines that such Trustee, officer or agent did not engage in disabling conduct or, with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought, there has been a dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such a Covered Person or agent has been charged and a determination that such Trustee, officer or agent did not engage in disabling conduct by at least a majority of those Trustees who are neither interested persons of the Trust (as that term is defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry).

Item 26.

Business and Other Connections of the Investment Adviser

See “Management of the Trust” in Part B. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference.

Item 27.

Principal Underwriter

Not applicable.

Item 28.

Location of Accounts and Records

All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained in the physical possession of: JPMorgan Funds Management, Inc. (named One Group Administrative Services, Inc. through February 15, 2005), the Registrant’s administrator, at 383 Madison Avenue, New York, NY 10179; JPMorgan Chase Bank, the Registrant’s custodian at 383 Madison Avenue, New York, NY 10179; J.P. Morgan Investment Management Inc., the Registrant’s investment adviser, at 383 Madison Avenue, New York, NY 10179; DST Systems Inc., 333 W. 11thStreet, Kansas City, MO 64105, the Registrant’s transfer agent.

Item 29.

Management Services

None.

Item 30.

Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant, JPMorgan Institutional Trust, has duly caused this Amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on the 20th day of November, 2023. 

JPMorgan Institutional Trust
By:	Brian S. Shlissel*
	Name: Brian S. Shlissel
	Title: President and Principal Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment to the registration statement has been signed below by the following persons in the capacities indicated on November 20, 2023.

 

John F. Finn*

John F. Finn

Trustee

 

Stephen P. Fisher*

Stephen P. Fisher

Trustee

 

Gary L. French*

Gary L. French

Trustee

 

Kathleen M. Gallagher*

Kathleen M. Gallagher

Trustee

 

Robert J. Grassi*

Robert J. Grassi

Trustee

 

Frankie D. Hughes*

Frankie D. Hughes

Trustee

 

Raymond Kanner*

Raymond Kanner

Trustee

 

Thomas P. Lemke*

Thomas P. Lemke

Trustee

 

Timothy J. Clemens*

Timothy J. Clemens

Treasurer and Principal Financial Officer

 

*By	/s/ Zachary E. Vonnegut-Gabovitch
	Zachary E. Vonnegut-Gabovitch
	Attorney-In-Fact

 

Lawrence R. Maffia*

Lawrence R. Maffia

Trustee

 

Mary E. Martinez*

Mary E. Martinez

Trustee

 

Marilyn McCoy*

Marilyn McCoy

Trustee

 

Robert A. Oden, Jr.*

Robert A. Oden, Jr.

Trustee

 

Marian U. Pardo*

Marian U. Pardo

Trustee

 

Emily A. Youssouf*

Emily A. Youssouf

Trustee

 

Robert F. Deutsch*

Robert F. Deutsch

Trustee

 

Nina O. Shenker*

Nina O. Shenker

Trustee

 

Brian S. Shlissel*

Brian S. Shlissel

President and Principal Executive Officer

Exhibit Index 

(a)(3)	Schedule A to the Declaration of Trust.
(d)(2)	Form of Schedule A to the Investment Advisory Agreement (amended as of November 16, 2023).
(g)(1)(c)	Form of Amended Schedule A to the Amended and Restated Global Custody and Fund Accounting Agreement (as of November 16, 2023).
(g)(2)(b)	Form of Amendment to Third Party Securities Lending Rider effective as of November 16, 2023.
(h)(1)(c)	Amendment to Amended and Restated Transfer Agency Agreement between the Trust and SS&C GIDS, Inc. (successor in interest to DST Asset Manager Solutions, Inc.) as of August 10, 2023.
(h)(1)(d)	Form of Amended Appendix A, dated as of November 16, 2023, to the Amended and Restated Transfer Agency Agreement between the Trust and SS&C GIDS, Inc., dated November 16, 2023.
(h)(2)(c)	Form of Schedule A to the Administration Agreement (amended as of November 16, 2023).
(h)(4)(d)	Form of Amendment to the Global Securities Lending Agency Agreement effective as of November 16, 2023.

EX-99.(A)(3)

Schedule A

to the Declaration of Trust

of

JPMorgan Institutional Trust

JPMorgan Intermediate Bond Trust¹

JPMorgan Core Bond Trust

¹  To liquidate on or about January 31, 2024.

EX-99.(D)(2)

SCHEDULE A

TO THE ADVISORY AGREEMENT

FOR JPMORGAN INSTITUTIONAL TRUST

(Amended as of November 16, 2023)

Name	Advisory Fee (as a percentage of average daily net assets) (annualized)
JPMorgan Intermediate Bond Trust1	0.28%*
JPMorgan Core Bond Trust	0.28%*

^*  Advisory fee change effective 7/1/19.

*    *    *     *    *

J.P. Morgan Investment Management Inc.

By:

Name:

Title:

JPMorgan Institutional Trust

By:

Name:

Title:

¹  To liquidate on or about January 31, 2024.

EX-99.(G)(1)(C)

AMENDMENT

This Amendment (“Amendment”) to the Amended and Restated Global Custody and Fund Accounting Agreement between the trusts (each, a “Trust”) acting on behalf of each of the portfolios listed under their names in Schedule A (each, a “Customer” or a “Fund”) thereto and JPMorgan Chase Bank, N.A. (“Bank”) dated as of March 31, 2022, as amended (the “Principal Agreement”), is entered into as of [     ] (the “Effective Date”) as approved by the Board on November 16, 2023.

WHEREAS the parties hereto (the “Parties”) entered into the Principal Agreement pursuant to which Bank was appointed to provide certain custody and fund accounting services; and the Parties now wish to amend the Principal Agreement, as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby agree as follows:

1. Definitions. Terms defined in the Principal Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment.

2. Amendments. The Principal Agreement shall be amended as follows:

(A) Remove JPMorgan Insurance Trust as a Party to the Principal Agreement.

(B) Schedule A of the Principal Agreement is hereby replaced in its entirety by Schedule A to this Amendment (as attached).

(C) As modified and amended hereby, the Parties hereby ratify, approve and confirm the Principal Agreement in all respects, and save as varied by this Amendment, the Principal Agreement shall remain in full force and effect.

3. Representations. Each Party represents to the other Parties that all representations contained in the Principal Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each Party, as the case may be, on the date of this Amendment.

4. Entire Agreement. This Amendment and the Principal Agreement and any documents referred to in each of them, constitute the whole agreement between the Parties relating to their subject matter and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the Parties.

5. Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each Party may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by each Party.

6. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

7. Law and Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature Page Follows]

1

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

JPMORGAN INSTITUTIONAL TRUST

JPMORGAN TRUST I

JPMORGAN TRUST II

JPMORGAN TRUST IV

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST

UNDISCOVERED MANAGERS FUNDS

By:
Name:
Title:

JPMORGAN CHASE BANK, N.A.

By:
Name:
Title:

Schedule A

List of Entities Covered by the Global Custody and Fund Accounting Agreement

as Approved by the Board on November 16, 2023

JPMorgan Institutional Trust

JPMorgan Intermediate Bond Trust¹

JPMorgan Core Bond Trust

J.P. Morgan Fleming Mutual Fund Group, Inc

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Growth Advantage Fund

JPMorgan Insurance Trust (removed as Party to the Principal Agreement)

JPMorgan Insurance Trust Core Bond Portfolio (liquidated on May 1, 2023)

JPMorgan Insurance Trust Global Allocation Portfolio (liquidated on April 25, 2023)

JPMorgan Insurance Trust Income Builder Portfolio (liquidated on April 25, 2023)

JPMorgan Insurance Trust Mid Cap Value Portfolio (liquidated on May 1, 2023)

JPMorgan Insurance Trust Small Cap Core Portfolio (liquidated on May 1, 2023)

JPMorgan Insurance Trust U.S. Equity Portfolio (liquidated on May 1, 2023)

JPMorgan Trust I

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan Access Balanced Fund

JPMorgan Access Growth Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Commodities Strategy Fund (liquidated August 30, 2018)

JPMorgan Corporate Bond Fund

JPMorgan Diversified Fund

JPMorgan Diversified Real Return Fund (liquidated on December 8, 2017)

JPMorgan Emerging Markets Corporate Debt Fund (liquidated on February 3, 2020)

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Emerging Markets Strategic Debt Fund (liquidated on April 29, 2022)

JPMorgan Equity Focus Fund (liquidated on July 28, 2023)

JPMorgan Equity Low Volatility Income Fund (liquidated on June 4, 2018)

JPMorgan Europe Dynamic Fund

JPMorgan Federal Money Market Fund

JPMorgan Floating Rate Income Fund

JPMorgan Global Allocation Fund

JPMorgan Global Bond Opportunities Fund

JPMorgan Global Research Enhanced Index Fund (liquidated on June 29, 2020)

JPMorgan Hedged Equity Fund

JPMorgan High Yield Municipal Fund (liquidated on July 14, 2023)

JPMorgan Income Builder Fund

JPMorgan Income Fund

JPMorgan Inflation Managed Bond Fund (liquidated on April 8, 2022)

JPMorgan International Advantage Fund (liquidated on February 26, 2021)

JPMorgan International Equity Fund

¹  To liquidate on or about January 31, 2024.

JPMorgan International Equity Income Fund (liquidated on August 8, 2019)

JPMorgan International Opportunities Fund (liquidated on October 2, 2017)

JPMorgan International Focus Fund

JPMorgan Developed International Value Fund

JPMorgan International Value SMA Fund (liquidated on June 8, 2018)

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan National Municipal Income Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Opportunistic Equity Long/Short Fund (liquidated on October 31, 2023)

JPMorgan Prime Money Market Fund

JPMorgan Research Market Neutral Fund

JPMorgan Short Duration Core Plus Fund

JPMorgan Small Cap Blend

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Sustainable Leaders Fund

JPMorgan SmartAllocation Equity Fund (liquidated on November 30, 2017)

JPMorgan SmartAllocation Income Fund (liquidated on November 30, 2017)

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2025 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2035 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan SmartRetirement 2045 Fund

JPMorgan SmartRetirement 2050 Fund

JPMorgan SmartRetirement 2055 Fund

JPMorgan SmartRetirement 2060 Fund

JPMorgan SmartRetirement Blend Income Fund

JPMorgan SmartRetirement Blend 2020 Fund

JPMorgan SmartRetirement Blend 2025 Fund

JPMorgan SmartRetirement Blend 2030 Fund

JPMorgan SmartRetirement Blend 2035 Fund

JPMorgan SmartRetirement Blend 2040 Fund

JPMorgan SmartRetirement Blend 2045 Fund

JPMorgan SmartRetirement Blend 2050 Fund

JPMorgan SmartRetirement Blend 2055 Fund

JPMorgan SmartRetirement Blend 2060 Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Systematic Alpha Fund (liquidated on June 4, 2020)

JPMorgan Tax Aware Equity Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Aware Real Return SMA Fund (liquidated on September 20, 2019)

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan Unconstrained Debt Fund

JPMorgan U.S. Applied Data Science Value Fund

JPMorgan U.S. Dynamic Plus Fund (liquidated on March 23, 2018)

JPMorgan U.S. Equity Fund

JPMorgan U.S. GARP Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Research Enhanced Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Sustainable Leaders Fund

JPMorgan U.S. Value Fund

JPMorgan Value Advantage Fund

Security Capital U.S. Core Real Estate Securities Fund (liquidated on December 8, 2017)

JPMorgan Trust II

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan International Research Enhanced Equity Fund (liquidated June 10, 2022)

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Growth Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Limited Duration Bond Fund (liquidated on July 28, 2023)

JPMorgan Liquid Assets Money Market Fund

JPMorgan Market Expansion Enhanced Index Fund (liquidated on May 6, 2022)

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Multi-Cap Market Neutral Fund (liquidated on March 28, 2018)

JPMorgan Municipal Money Market Fund

JPMorgan Ohio Municipal Bond Fund (liquidated on December 8, 2017)

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan SMID Cap Equity Fund

JPMorgan Sustainable Municipal Income Fund (liquidated on July 14, 2023)

JPMorgan Tax Free Bond Fund

JPMorgan Treasury & Agency Fund (liquidated on December 8, 2017)

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

Undiscovered Managers Funds

JPMorgan Realty Income Fund (liquidated on May 20, 2022)

Undiscovered Managers Behavioral Value Fund

JPMorgan Trust IV

JPMorgan Core Focus SMA Fund (liquidated on February 15, 2023)

JPMorgan Emerging Markets Research Enhanced Equity Fund

JPMorgan Equity Premium Income Fund

JPMorgan Hedged Equity 2 Fund

JPMorgan Hedged Equity 3 Fund

JPMorgan Institutional Tax Free Money Market Fund

JPMorgan International Equity Plus Fund (liquidated on October 15, 2021)

JPMorgan International Hedged Equity Fund

JPMorgan Macro Opportunities Fund (liquidated on October 13, 2022)

JPMorgan Municipal SMA Fund

JPMorgan Preferred and Income Securities Fund

JPMorgan Securities Lending Money Market Fund

JPMorgan SmartRetirement 2065 Fund

JPMorgan SmartRetirement Blend 2015 Fund (liquidated October 25, 2023)

JPMorgan SmartRetirement Blend 2065 Fund

JPMorgan SmartSpending 2020 Fund (liquidated on April 25, 2022)

JPMorgan Ultra-Short Municipal Fund

This Schedule A supersedes and replaces any previously executed Schedule A between the parties.

*  *  *  *  *  *

JPMorgan Trust I JPMorgan Trust II Undiscovered Managers Funds J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust JPMorgan Institutional Trust JPMorgan Trust IV
By:	/s/
Name:
Title:
Date:
JPMorgan Chase Bank, N.A.
By:	/s/
Name:
Title:
Date:

EX-99.(G)(2)(B)

AMENDMENT TO

THIRD PARTY SECURITIES LENDING RIDER

THIS AMENDMENT entered into on [    ] as approved by the Board on November 16, 2023 (the “Amendment”) hereby amends the Third Party Securities Lending Rider, dated October 4, 2018, as previously amended 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, and Undiscovered Managers Funds (each, a “Trust”, and, collectively, the “Trusts”), on behalf of each series listed on Schedule A thereto severally and not jointly (each, a “Lender”), JPMorgan Chase Bank, N.A. (“J.P. Morgan”), and Citibank, N.A. (“Agent”), as amended (the “Rider”).

WITNESSETH:

WHEREAS, the parties entered into the Rider pursuant to which J.P. Morgan was appointed to provide certain Services described therein;

WHEREAS, the parties desire to amend Schedule A to the Rider as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

1. Definitions. Unless otherwise defined herein, defined terms used in this Amendment shall have the meaning ascribed to such terms in the Rider.

2. Amendments.

i. The Rider shall be amended as follows:

(A) Schedule A to the Rider is hereby deleted in its entirety and replaced with Schedule A attached hereto.

(B) Save as modified by this Amendment, the Rider is confirmed and shall remain in full force and effect.

3. Representations. Each party represents to the other parties that all representations contained in the Rider are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

4. Entire Agreement. This Amendment and the Rider and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Rider then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the parties. Each reference to the Rider shall hereafter be construed as a reference to the Rider as previously amended and further amended by this Amendment. Except as provided in this Amendment, the provisions of the Rider remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

5. Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by all parties.

6. Law and Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

JPMorgan Chase Bank, N.A.		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 Undiscovered Managers Funds on behalf of each series portfolio listed on Exhibit A to the Agency Agreement severally and not jointly, as Lender
By:	/s/	By:	/s/
Name:		Name:
Title:		Title:
Citibank, N.A., as Agent
By:	/s/
Name:
Title:

SCHEDULE A

List of Lenders & Accounts

Registered Investment Company	Fund Name	Custody Account Number(s)
J.P. Morgan Fleming Mutual Fund Group, Inc.	JPMorgan Mid Cap Value Fund	[REDACTED]
J.P. Morgan Mutual Fund Investment Trust	JPMorgan Growth Advantage Fund	[REDACTED]
JPMorgan Institutional Trust	JPMorgan Core Bond Trust	[REDACTED]
JPMorgan Institutional Trust	JPMorgan Intermediate Bond Trust1	[REDACTED]
JPMorgan Trust I	JPMorgan California Tax Free Bond Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Corporate Bond Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Diversified Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Emerging Markets Debt Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Emerging Markets Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Europe Dynamic Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Floating Rate Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Global Allocation Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Global Bond Opportunities Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Hedged Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Income Builder Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan International Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan International Focus Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Developed International Value Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Managed Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Mid Cap Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan National Municipal Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan New York Tax Free Bond Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Research Market Neutral Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Short Duration Core Plus Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Small Cap Blend Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Small Cap Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Small Cap Sustainable Leaders Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2020 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2025 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2030 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2035 Fund	[REDACTED]

¹  To liquidate on or about January 31, 2024.

JPMorgan Trust I	JPMorgan SmartRetirement 2040 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2045 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2050 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2055 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2060 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2020 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2025 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2030 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2035 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2040 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2045 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2050 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2055 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2060 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Strategic Income Opportunities Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Tax Aware Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Tax Aware Real Return Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Total Return Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Applied Data Science Value Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. GARP Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Large Cap Core Plus Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Research Enhanced Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Small Company Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Sustainable Leaders Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Value Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Unconstrained Debt Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Value Advantage Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Core Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Core Plus Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Equity Income Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Equity Index Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Government Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan High Yield Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Large Cap Growth Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Large Cap Value Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Mid Cap Growth Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Mortgage-Backed Securities Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Short Duration Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Short-Intermediate Municipal Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Small Cap Growth Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Small Cap Value Fund	[REDACTED]
JPMorgan Trust II	JPMorgan SMID Cap Equity Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Tax Free Bond Fund	[REDACTED]

JPMorgan Trust IV	JPMorgan Emerging Markets Research Enhanced Equity Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Equity Premium Income Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Hedged Equity 2 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Hedged Equity 3 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan International Hedged Equity Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Macro Opportunities Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Preferred and Income Securities Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan SmartRetirement 2065 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan SmartRetirement Blend 2065 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Ultra-Short Municipal Fund	[REDACTED]
Undiscovered Managers Funds	Undiscovered Managers Behavioral Value Fund	[REDACTED]

EX-99.(H)(1)(C)

Amendment to

Amended and Restated Transfer Agency Agreement

This amendment, which is signed and effective this 28^th day of August, 2023 (the “Effective Date”) as approved by the Funds’ Board of Trustees on August 10, 2023 (the “Amendment”), hereby amends the Amended and Restated Transfer Agency Agreement (the “Agreement”), dated September 1, 2014, as amended from time to time, by and among SS&C GIDS, Inc., (successor in interest to DST Asset Manager Solutions, Inc., “SS&C”) and each of the entities listed on Appendix A to the Agreement (the “Funds”).

WHEREAS, the parties hereto wish to amend the Agreement to remove JPMorgan Insurance Trust, as well as to revise Appendix A.

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. SS&C GIDS, Inc. is successor in interest to DST Asset Manager Solutions, Inc. Any reference to DST Asset Manager Solutions, Inc. in the Agreement shall be replaced with SS&C GIDS, Inc.

3. As of May 31, 2023, JPMorgan Insurance Trust is removed as a party to the Agreement.

4. As of the date of the Amendment, Appendix A is replaced with the new, attached Appendix A.

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

6. 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.

[Remainder of page left blank; signatures on next page]

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

TRUST (Each of the entities listed on Appendix A to the Agreement)

By:	/s/ Shannon M. Gaines
Name:	Shannon M. Gaines
Title:	Assistant Treasurer

as an Authorized Officer on behalf of each of the Trusts and Funds indicated on Appendix A to the Agreement

DST ASSET MANAGER SOLUTIONS, INC.

By:	/s/ Nick Wright
Name:	Nick Wright
Title:	Authorized Signatory

Appendix A

Transfer Agency Agreement for

JPMorgan Funds

List of Entities Covered by the Transfer Agency Agreement

J.P. Morgan Funds Administered by JPMorgan Funds Management, Inc.

As of August 10, 2023

JPMorgan Institutional Trust – Delaware Statutory Trust

JPMorgan Core Bond Trust

JPMorgan Intermediate Bond Trust

J.P. Morgan Fleming Mutual Fund Group, Inc. – Maryland Corporation

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Investment Trust – Massachusetts Business Trust

JPMorgan Growth Advantage Fund

JPMorgan Trust I – Delaware Statutory Trust

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan Access Balanced Fund

JPMorgan Access Growth Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Corporate Bond Fund

JPMorgan Diversified Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Europe Dynamic Fund

JPMorgan Federal Money Market Fund

JPMorgan Floating Rate Income Fund

JPMorgan Global Allocation Fund

JPMorgan Global Bond Opportunities Fund

JPMorgan Hedged Equity Fund

JPMorgan Income Builder Fund

JPMorgan Income Fund

JPMorgan International Equity Fund

JPMorgan International Focus Fund

JPMorgan International Value Fund¹

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan National Municipal Income Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Opportunistic Equity Long/Short Fund²

JPMorgan Prime Money Market Fund

JPMorgan Research Market Neutral Fund

¹  To be renamed JPMorgan Developed International Value Fund September 2023.

²  To liquidate on or about October 31, 2023.

JPMorgan Short Duration Core Plus Fund

JPMorgan Small Cap Blend Fund

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Sustainable Leaders Fund

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2025 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2035 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan SmartRetirement 2045 Fund

JPMorgan SmartRetirement 2050 Fund

JPMorgan SmartRetirement 2055 Fund

JPMorgan SmartRetirement 2060 Fund

JPMorgan SmartRetirement Blend Income Fund

JPMorgan SmartRetirement Blend 2020 Fund

JPMorgan SmartRetirement Blend 2025 Fund

JPMorgan SmartRetirement Blend 2030 Fund

JPMorgan SmartRetirement Blend 2035 Fund

JPMorgan SmartRetirement Blend 2040 Fund

JPMorgan SmartRetirement Blend 2045 Fund

JPMorgan SmartRetirement Blend 2050 Fund

JPMorgan SmartRetirement Blend 2055 Fund

JPMorgan SmartRetirement Blend 2060 Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Tax Aware Equity Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan U.S. Applied Data Science Value Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. GARP Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Research Enhanced Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Sustainable Leaders Fund

JPMorgan U.S. Value Fund

JPMorgan Unconstrained Debt Fund

JPMorgan Value Advantage Fund

JPMorgan Trust II – Delaware Statutory Trust

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Growth Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan SMID Cap Equity Fund

JPMorgan Tax Free Bond Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan Trust IV – Delaware Statutory Trust

JPMorgan Emerging Markets Research Enhanced Equity Fund

JPMorgan Equity Premium Income Fund

JPMorgan Hedged Equity 2 Fund

JPMorgan Hedged Equity 3 Fund

JPMorgan Institutional Tax Free Money Market Fund

JPMorgan International Hedged Equity Fund

JPMorgan Municipal SMA Fund

JPMorgan Preferred and Income Securities Fund

JPMorgan Securities Lending Money Market Fund

JPMorgan SmartRetirement 2065 Fund

JPMorgan SmartRetirement Blend 2015 Fund³

JPMorgan SmartRetirement Blend 2065 Fund

JPMorgan Ultra-Short Municipal Fund

Undiscovered Managers Funds – Massachusetts Business Trust

Undiscovered Managers Behavioral Value Fund

This Appendix A supersedes and replaces any previously executed Appendix A between the parties.

³  To liquidate on or about October 25, 2023.

EX-99.(H)(1)(D)

Appendix A

Transfer Agency Agreement for

JPMorgan Funds

List of Entities Covered by the Transfer Agency Agreement

J.P. Morgan Funds Administered by JPMorgan Funds Management, Inc.

As of November 16, 2023

JPMorgan Institutional Trust – Delaware Statutory Trust

JPMorgan Core Bond Trust

JPMorgan Intermediate Bond Trust¹

J.P. Morgan Fleming Mutual Fund Group, Inc. – Maryland Corporation

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Investment Trust – Massachusetts Business Trust

JPMorgan Growth Advantage Fund

JPMorgan Trust I – Delaware Statutory Trust

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan Access Balanced Fund

JPMorgan Access Growth Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Corporate Bond Fund

JPMorgan Diversified Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Europe Dynamic Fund

JPMorgan Federal Money Market Fund

JPMorgan Floating Rate Income Fund

JPMorgan Global Allocation Fund

JPMorgan Global Bond Opportunities Fund

JPMorgan Hedged Equity Fund

JPMorgan Income Builder Fund

JPMorgan Income Fund

JPMorgan International Equity Fund

JPMorgan International Focus Fund

JPMorgan Developed International Value Fund

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan National Municipal Income Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Prime Money Market Fund

JPMorgan Research Market Neutral Fund

JPMorgan Short Duration Core Plus Fund

JPMorgan Small Cap Blend Fund

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Sustainable Leaders Fund

¹  To liquidate on or about January 31, 2024.

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2025 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2035 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan SmartRetirement 2045 Fund

JPMorgan SmartRetirement 2050 Fund

JPMorgan SmartRetirement 2055 Fund

JPMorgan SmartRetirement 2060 Fund

JPMorgan SmartRetirement Blend Income Fund

JPMorgan SmartRetirement Blend 2020 Fund

JPMorgan SmartRetirement Blend 2025 Fund

JPMorgan SmartRetirement Blend 2030 Fund

JPMorgan SmartRetirement Blend 2035 Fund

JPMorgan SmartRetirement Blend 2040 Fund

JPMorgan SmartRetirement Blend 2045 Fund

JPMorgan SmartRetirement Blend 2050 Fund

JPMorgan SmartRetirement Blend 2055 Fund

JPMorgan SmartRetirement Blend 2060 Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Tax Aware Equity Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan U.S. Applied Data Science Value Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. GARP Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Research Enhanced Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Sustainable Leaders Fund

JPMorgan U.S. Value Fund

JPMorgan Unconstrained Debt Fund

JPMorgan Value Advantage Fund

JPMorgan Trust II – Delaware Statutory Trust

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Growth Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan SMID Cap Equity Fund

JPMorgan Tax Free Bond Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan Trust IV – Delaware Statutory Trust

JPMorgan Emerging Markets Research Enhanced Equity Fund

JPMorgan Equity Premium Income Fund

JPMorgan Hedged Equity 2 Fund

JPMorgan Hedged Equity 3 Fund

JPMorgan Institutional Tax Free Money Market Fund

JPMorgan International Hedged Equity Fund

JPMorgan Municipal SMA Fund

JPMorgan Preferred and Income Securities Fund

JPMorgan Securities Lending Money Market Fund

JPMorgan SmartRetirement 2065 Fund

JPMorgan SmartRetirement Blend 2065 Fund

JPMorgan Ultra-Short Municipal Fund

Undiscovered Managers Funds – Massachusetts Business Trust

Undiscovered Managers Behavioral Value Fund

This Appendix A supersedes and replaces any previously executed Appendix A between the parties.

*    *    *    *    *    *

JPMorgan Trust I JPMorgan Trust II JPMorgan Trust IV Undiscovered Managers Funds J.P. Morgan Fleming Mutual Fund Group, Inc. J.P. Morgan Mutual Fund Investment Trust JPMorgan Institutional Trust		SS&C GIDS, Inc.
By:		By:
Name:		Name:
Title:		Title:

EX-99.(H)(2)(C)

SCHEDULE A

TO THE ADMINISTRATION AGREEMENT

FOR JPMORGAN INSTITUTIONAL TRUST

(Amended as of November 16, 2023)

JPMorgan Intermediate Bond Trust¹

JPMorgan Core Bond Trust

*  *  *  *  *

J.P. Morgan Investment Management, Inc.
By:
Name:
Title:
JPMorgan Institutional Trust
By:
Name:
Title:

¹  To liquidate on or about January 31, 2024.

EX-99.(H)(4)(D)

AMENDMENT

TO THE AGENCY AGREEMENT

THIS AMENDMENT entered into on [    ] as approved by the Board on November 16, 2023 (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, 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.

WHEREAS, the Parties desire to amend Schedule A to the Rider as set forth herein and,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

1. Exhibit A

Exhibit A to the Agency Agreement is hereby deleted in its entirety and amended with the Exhibit A attached hereto to update Lender fund names under the Agency Agreement and.

2. Miscellaneous

(a) This Amendment supplements and further amends the Agency Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agency Agreement or any provisions of the Agency Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

(b) Each reference to the Agency Agreement in that document and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agency Agreement as previously amended and further amended by this Amendment. Except as provided in this Amendment, the provisions of the Agency Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

Citibank, N.A., as Agent		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 Undiscovered Managers Funds on behalf of each series portfolio listed on Exhibit A to the Agency Agreement severally and not jointly, as Lender
By:	/s/	By:	/s/
Name:		Name:
Title:		Title:

Exhibit A

to the Global Securities Lending Agency Agreement,

Between CITIBANK, N.A., As the Agent

and the Lender

LIST OF DESIGNATED ACCOUNTS

Registered Investment Company	Fund Name	Custody Account Number(s)
J.P. Morgan Fleming Mutual Fund Group, Inc.	JPMorgan Mid Cap Value Fund	[REDACTED]
J.P. Morgan Mutual Fund Investment Trust	JPMorgan Growth Advantage Fund	[REDACTED]
JPMorgan Institutional Trust	JPMorgan Core Bond Trust	[REDACTED]
JPMorgan Institutional Trust	JPMorgan Intermediate Bond Trust1	[REDACTED]
JPMorgan Trust I	JPMorgan California Tax Free Bond Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Corporate Bond Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Diversified Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Emerging Markets Debt Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Emerging Markets Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Europe Dynamic Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Floating Rate Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Global Allocation Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Global Bond Opportunities Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Hedged Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Income Builder Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan International Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan International Focus Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Developed International Value Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Managed Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Mid Cap Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan National Municipal Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan New York Tax Free Bond Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Research Market Neutral Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Short Duration Core Plus Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Small Cap Blend Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Small Cap Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Small Cap Sustainable Leaders Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2020 Fund	[REDACTED]

¹  To liquidate on or about January 31, 2024.

JPMorgan Trust I	JPMorgan SmartRetirement 2025 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2030 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2035 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2040 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2045 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2050 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2055 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement 2060 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend Income Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2020 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2025 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2030 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2035 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2040 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2045 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2050 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2055 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan SmartRetirement Blend 2060 Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Strategic Income Opportunities Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Tax Aware Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Tax Aware Real Return Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Total Return Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Applied Data Science Value Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. GARP Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Large Cap Core Plus Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Research Enhanced Equity Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Small Company Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Sustainable Leaders Fund	[REDACTED]
JPMorgan Trust I	JPMorgan U.S. Value Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Unconstrained Debt Fund	[REDACTED]
JPMorgan Trust I	JPMorgan Value Advantage Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Core Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Core Plus Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Equity Income Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Equity Index Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Government Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan High Yield Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Large Cap Growth Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Large Cap Value Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Mid Cap Growth Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Mortgage-Backed Securities Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Short Duration Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Short-Intermediate Municipal Bond Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Small Cap Growth Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Small Cap Value Fund	[REDACTED]

JPMorgan Trust II	JPMorgan SMID Cap Equity Fund	[REDACTED]
JPMorgan Trust II	JPMorgan Tax Free Bond Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Emerging Markets Research Enhanced Equity Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Equity Premium Income Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Hedged Equity 2 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Hedged Equity 3 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan International Hedged Equity Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Macro Opportunities Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Preferred and Income Securities Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan SmartRetirement 2065 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan SmartRetirement Blend 2065 Fund	[REDACTED]
JPMorgan Trust IV	JPMorgan Ultra-Short Municipal Fund	[REDACTED]
Undiscovered Managers Funds	Undiscovered Managers Behavioral Value Fund	[REDACTED]