Execution Copy
AMENDMENT
TO
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
DATED SEPTEMBER 1, 2014
Among
SS&C GIDS, INC. (as successor in interest to DST Asset Manager Solutions, Inc.)
AND
JPMORGAN FUNDS LISTED ON APPENDIX A
THIS AMENDMENT (“Amendment”) is effective as of May 7, 2026 (the “Amendment Effective Date”) and amends the Amended and Restated Transfer Agency Agreement dated September 1, 2014, as amended, by and among SS&C GIDS, INC., as successor in interest to DST Asset Manager Solutions, Inc. (“SS&C”), and JPMorgan Funds listed on Appendix A to the Agreement (each a “Fund” and together the “Funds”), (the “Agreement”).
NOW, THEREFORE, in consideration of the mutual promises, undertakings, covenants and conditions set forth herein, the Funds and SS&C agree to amend the Agreement as follows:
| 1. | Appendix A – Fund List. |
Appendix A – Fund List is deleted in its entirety and replaced with the Appendix A attached hereto.
| 2. | Governing Documents. |
Section 1 is hereby deleted in its entirety and replaced with the following:
Each Fund is solely and exclusively responsible for ensuring that it complies with applicable law and its respective Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents to SS&C as of the Effective Date. The Fund will notify SS&C in writing of any changes to the Fund Governing Documents that may materially impact the Services prior to such changes taking effect. SS&C is not responsible for monitoring compliance by the Fund with (i) applicable law, (ii) its respective Governing Documents, or (c) any investment restrictions. For purposes of this Agreement, “Governing Documents” means the constitutional documents of an entity and, with respect to the Fund, all minutes of meetings of the board of directors or analogous governing body and of shareholders meetings, and any offering memorandum, subscription materials and other disclosure documents utilized by Fund in connection with the offering of any of its securities or interests to investors, all as amended from time to time.
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| 3. | Representations and Warranties. |
Section 3 is hereby deleted in its entirety and replaced with the following:
Each Fund represents and warrants to SS&C that:
A. It is a business trust or corporation or money market fund duly organized and existing and in good standing under the laws of the state of its organization.
B. The Trust and each Fund set forth on Appendix A is an investment company or a money market fund registered under the Investment Company Act of 1940, as amended.
| 4. | Effect on Agreement. As of the Amendment Effective Date, this Amendment shall be effective to amend the Agreement and to the extent of any conflict between the Agreement and this Amendment, this Amendment shall control. |
| 5. | Execution in Counterparts/Facsimile Transmission. This Amendment may be executed in separate counterparts, each of which will be deemed to be an original and all of which, collectively, will be deemed to constitute one and the same Amendment. This Amendment may also be signed by exchanging facsimile or electronic (e.g., PDF) copies of this Amendment, duly executed. |
| 6. | Agreement in Full Force and Effect. Except as specifically modified by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect, and the Agreement, as amended by this Amendment, and all of its terms, including, but not limited to any warranties and representations set forth therein, if any, are hereby ratified and confirmed by the Parties as of the Amendment Effective Date. |
| 7. | Capitalized Terms. All capitalized terms used but not defined in this Amendment will be deemed to be defined as set forth in the Agreement. |
[signatures follow on the next page]
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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.
| JPM Funds Listed on Appendix A | ||
| By: | /s/ Shannon M. Gaines | |
| Name: | Shannon M. Gaines | |
| Title: | Assistant Treasurer | |
| SS&C GIDS, INC. | ||
| By: | /s/ Nicholas Wright | |
| Name: | Nicholas Wright | |
| Title: | Authorized Signatory | |
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Appendix A – List of Funds
JPMorgan Institutional Trust – Delaware Statutory Trust
JPMorgan Core 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 California Municipal Money Market Fund
JPMorgan California Tax Free Bond Fund1
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 New York Municipal Money Market Fund
JPMorgan New York Tax Free Bond Fund2
JPMorgan Prime Money Market Fund
JPMorgan Research Market Neutral Fund
JPMorgan Short Duration Core Plus Fund
JPMorgan Small Cap Blend Fund
| 1 | To be liquidated and reorganized under the JPMorgan California Tax Free Bond ETF on or about 2nd quarter 2026. |
| 2 | To be liquidated and reorganized under the JPMorgan New York Tax Free Bond ETF on or about 2nd quarter 2026. |
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JPMorgan Small Cap Equity Fund
JPMorgan SmartRetirement Income 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 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 Real Return Fund
JPMorgan Tax Free Money Market Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. GARP Equity Fund3
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
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
| 3 | To be liquidated and reorganized under the JPMorgan Fundamental Data Science Large Growth ETF on or about 2nd quarter 2026. |
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JPMorgan Liquid Assets Money Market Fund
JPMorgan Mid Cap Growth 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 Preferred and Income Securities Fund4
JPMorgan Securities Lending Money Market Fund
JPMorgan SmartRetirement 2065 Fund
JPMorgan SmartRetirement Blend 2065 Fund
JPMorgan Ultra-Short Municipal Fund
JPMorgan SmartRetirement 2070 Fund
JPMorgan SmartRetirement Blend 2070 Fund
JPMorgan OnChain Liquidity-Token Money Market Fund
Undiscovered Managers Funds – Massachusetts Business Trust
Undiscovered Managers Behavioral Value Fund
| 4 | To be liquidated and reorganized under the JPMorgan Preferred and Income Securities ETF on or about 2nd quarter 2026. |