Common use of Assignment and Governing Law Clause in Contracts

Assignment and Governing Law. This Agreement may not be transferred or assigned (as that term is defined in the Investment Company Act) by either JPMDS or Financial Intermediary without the written consent of both parties, and shall be construed in accordance with the laws of the State of New York. JPMORGAN DISTRIBUTION SERVICES, INC. FINRA CRD Number: 104234 Street Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ By: Name: Title: Date: Financial Intermediary Name FINRA CRD Number (Please Print or Type) Address City: State Zip Code Phone: Fax: By: Authorized Signature Print Name or Type Name Title Date JPMDS and Financial Intermediary shall follow the following operating procedures in connection with transactions in Fund Shares by Customers through Financial Intermediary, except as otherwise agreed to in writing by the parties. A. Net asset value per share is generally provided on a daily basis to NASDAQ by 5:55 p.m. Eastern time. Net asset value can be provided directly to Financial Intermediary after 7:00 p.m. Eastern time upon request. B. JPMDS will furnish notice of the declaration of any income, dividends, or capital gains distributions payable by the Funds. This information will include the ex, record and payable dates along with the Fund’s reinvestment price. Typically, this notice will be given by fax transmission, but may be given by other means as may be reasonable under the circumstances. C. Dividends and capital gains distributions paid for each of the ▇.▇. ▇▇▇▇▇▇ Funds are automatically reinvested in additional shares of the same Fund unless the Customer has elected to have them paid in cash. D. Execution of orders for Shares The execution of all orders for Share transactions will be subject to the terms of the Prospectus and SAI, these Operating Procedures and, if executed through Fund/SERV, the DTCC’s rules and procedures. 1. Money market Funds Customers’ orders to purchase and redeem Fund Shares must be received by JPMDS or the Funds’ transfer agent from Financial Intermediary prior to the order deadlines listed in each Fund’s Prospectus for the orders to be effective the same day. 2. Non-money market Funds (a) The Financial Intermediary certifies as follows: (i) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents (as defined in Section II.C. of the Agreement) prior to the earlier of the close of trading on the New York Stock Exchange or the close of a Fund (generally, 4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is open for business (“Day 1”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the next day that the Fund is open for business (“Day 2”)(such orders are referred to as “Day 1 Trades”); and (ii) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents after the Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2 Trades”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the second day that the Fund is open for business following Day 1. (iii) If the Financial Intermediary cannot electronically transmit Day 1 Trades to the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit such orders by facsimile prior to the beginning of trading on the New York Stock Exchange (generally 9:30 a.m. ET) on Day 2.

Assignment and Governing Law. This Agreement may not be transferred or assigned (as that term is defined in the Investment Company Act) by either JPMDS or Financial Intermediary without the written consent of both parties, and shall be construed in accordance with the laws of the State of New York. JPMORGAN DISTRIBUTION SERVICES, INC. FINRA CRD Number: 104234 Street Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ By: Name: Title: Date: Financial Intermediary Name FINRA CRD Number (Please Print or Type) FINRA CRD Number Address City: State Zip Code Phone: Fax: By: Authorized Signature Print Name or Type Name Title Date JPMDS and Financial Intermediary shall follow the following operating procedures in connection with transactions in Fund Shares by Customers through Financial Intermediary, except as otherwise agreed to in writing by the parties. A. Net asset value per share is generally provided on a daily basis to NASDAQ by 5:55 p.m. Eastern time. Net asset value can be provided directly to Financial Intermediary after 7:00 p.m. Eastern time upon request. B. JPMDS will furnish notice of the declaration of any income, dividends, or capital gains distributions payable by the Funds. This information will include the ex, record and payable dates along with the Fund’s reinvestment price. Typically, this notice will be given by fax transmission, but may be given by other means as may be reasonable under the circumstances. C. Dividends and capital gains distributions paid for each of the ▇.▇. ▇▇▇▇▇▇ Funds are automatically reinvested in additional shares of the same Fund unless the Customer has elected to have them paid in cash. D. Execution of orders for Shares The execution of all orders for Share transactions will be subject to the terms of the Prospectus and SAI, these Operating Procedures and, if executed through Fund/SERV, the DTCC’s rules and procedures. 1. Money market Funds Customers’ orders to purchase and redeem Fund Shares must be received by JPMDS or the Funds’ transfer agent from Financial Intermediary prior to the order deadlines listed in each Fund’s Prospectus for the orders to be effective the same day. 2. Non-money market Funds (a) The Financial Intermediary certifies as follows: (i) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents (as defined in Section II.C. of the Agreement) prior to the earlier of the close of trading on the New York Stock Exchange or the close of a Fund (generally, 4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is open for business (“Day 1”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the next day that the Fund is open for business (“Day 2”)(such orders are referred to as “Day 1 Trades”); and (ii) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents after the Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2 Trades”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the second day that the Fund is open for business following Day 1. (iii) If the Financial Intermediary cannot electronically transmit Day 1 Trades to the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit such orders by facsimile prior to the beginning of trading on the New York Stock Exchange (generally 9:30 a.m. ET) on Day 2.

Assignment and Governing Law. This Agreement may not be transferred or assigned (as that term is defined in the Investment Company Act) by either JPMDS or Financial Intermediary without the written consent of both parties, and shall be construed in accordance with the laws of the State of New York. JPMORGAN DISTRIBUTION SERVICES, INC. FINRA CRD Number: 104234 Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ By: Name: Title: Date: Financial Intermediary Name FINRA CRD Number (Please Print or Type) FINRA CRD Number Address City: State Zip Code Phone: Fax: By: Authorized Signature Print Name or Type Name Title Date JPMDS and Financial Intermediary shall follow the following operating procedures in connection with transactions in Fund Shares by Customers through Financial Intermediary, except as otherwise agreed to in writing by the parties. A. Net asset value per share is generally provided on a daily basis to NASDAQ by 5:55 p.m. Eastern time. Net asset value can be provided directly to Financial Intermediary after 7:00 p.m. Eastern time upon request. B. JPMDS will furnish notice of the declaration of any income, dividends, or capital gains distributions payable by the Funds. This information will include the ex, record and payable dates along with the Fund’s reinvestment price. Typically, this notice will be given by fax transmission, but may be given by other means as may be reasonable under the circumstances. C. Dividends and capital gains distributions paid for each of the ▇.▇. ▇▇▇▇▇▇ Funds are automatically reinvested in additional shares of the same Fund unless the Customer has elected to have them paid in cash. D. Execution of orders for Shares The execution of all orders for Share transactions will be subject to the terms of the Prospectus and SAI, these Operating Procedures and, if executed through Fund/SERV, the DTCC’s rules and procedures. 1. Money market Funds Customers’ orders to purchase and redeem Fund Shares must be received by JPMDS or the Funds’ transfer agent from Financial Intermediary prior to the order deadlines listed in each Fund’s Prospectus for the orders to be effective the same day. 2. Non-money market Funds (a) The Financial Intermediary certifies as follows: (i) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents (as defined in Section II.C. of the Agreement) prior to the earlier of the close of trading on the New York Stock Exchange or the close of a Fund (generally, 4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is open for business (“Day 1”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the next day that the Fund is open for business (“Day 2”)(such orders are referred to as “Day 1 Trades”); and (ii) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents after the Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2 Trades”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the second day that the Fund is open for business following Day 1. (iii) If the Financial Intermediary cannot electronically transmit Day 1 Trades to the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit such orders by facsimile prior to the beginning of trading on the New York Stock Exchange (generally 9:30 a.m. ET) on Day 2.

Assignment and Governing Law. This Agreement may not be transferred or assigned (as that term is defined in the Investment Company Act) by either JPMDS or Financial Intermediary without the written consent of both parties, and shall be construed in accordance with the laws of the State of New York. JPMORGAN DISTRIBUTION SERVICES, INC. FINRA CRD Number: 104234 Street Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ By: Name: Title: Date: Financial Intermediary Name FINRA CRD Number (Please Print or Type) Address FINRA CRD Number City: State Zip Code Phone: Fax: By: Authorized Signature Print Name or Type Name Title Date JPMDS and Financial Intermediary shall follow the following operating procedures in connection with transactions in Fund Shares by Customers through Financial Intermediary, except as otherwise agreed to in writing by the parties. A. Net asset value per share is generally provided on a daily basis to NASDAQ and other major news organizations by 5:55 p.m. Eastern time. Net asset value can be provided directly to Financial Intermediary after 7:00 6:00 p.m. Eastern time upon request. B. JPMDS will furnish notice of the declaration of any income, dividends, or capital gains distributions payable by the Funds. This information will include the ex, record and payable dates along with the Fund’s reinvestment price. Typically, this notice will be given by fax transmission, but may be given by other means as may be reasonable under the circumstances. C. Dividends and capital gains distributions paid for each of the ▇.▇. ▇▇▇▇▇▇ Funds are automatically reinvested in additional shares of the same Fund unless the Customer has elected to have them paid in cash. D. Execution of orders for Shares The execution of all orders for Share transactions will be subject to the terms of the Prospectus and SAIProspectus, these Operating Procedures and, if executed through Fund/SERV, the DTCC’s rules and procedures. 1. Money market Funds Customers’ orders to purchase and redeem Fund Shares must be received by JPMDS or the Funds’ transfer agent from Financial Intermediary prior to the order deadlines listed in each Fund’s Prospectus for the orders to be effective the same day. 2. Non-money market Funds (a) The Financial Intermediary certifies as follows: (i) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents (as defined in Section II.C. of the Agreement) prior to the earlier of the close of trading on the New York Stock Exchange or the close of a Fund (generally, 4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is open for business (“Day 1”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the next day that the Fund is open for business (“Day 2”)(such orders are referred to as “Day 1 Trades”); and (ii) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents after the Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2 Trades”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the second day that the Fund is open for business following Day 1. (iii) If the Financial Intermediary cannot electronically transmit Day 1 Trades to the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit such orders by facsimile prior to the beginning of trading on the New York Stock Exchange (generally 9:30 a.m. ET) on Day 2.

Assignment and Governing Law. This Agreement may not be transferred or assigned (as that term is defined in the Investment Company Act) by either JPMDS or Financial Intermediary without the written consent of both parties, and shall be construed in accordance with the laws of the State of New York. JPMORGAN DISTRIBUTION SERVICES, INC. FINRA CRD Number: 104234 Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By: Name: Title: Date: Financial Intermediary Name FINRA CRD Number (Please Print or Type) FINRA CRD Number Address City: State Zip Code Phone: Fax: By: Authorized Signature Print Name or Type Name Title Date EXHIBIT A TRUSTS AND CORPORATION JPMorgan Trust I JPMorgan Trust II JPMorgan Value Opportunities Fund Inc. ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Fund Group, Inc. ▇.▇. ▇▇▇▇▇▇ Mutual Fund Group ▇.▇. ▇▇▇▇▇▇ Mutual Fund Investment Trust Undiscovered Managers Funds EXHIBIT B OPERATING PROCEDURES JPMDS and Financial Intermediary shall follow the following operating procedures in connection with transactions in Fund Shares by Customers through Financial Intermediary, except as otherwise agreed to in writing by the parties. A. Net asset value per share is generally provided on a daily basis to NASDAQ and other major news organizations by 5:55 p.m. Eastern time. Net asset value can be provided directly to Financial Intermediary after 7:00 6:00 p.m. Eastern time upon request. B. JPMDS will furnish notice of the declaration of any income, dividends, or capital gains distributions payable by the Funds. This information will include the ex, record and payable dates along with the Fund’s reinvestment price. Typically, this notice will be given by fax transmission, but may be given by other means as may be reasonable under the circumstances. C. Dividends and capital gains distributions paid for each of the ▇.▇. ▇▇▇▇▇▇ Funds are automatically reinvested in additional shares of the same Fund unless the Customer has elected to have them paid in cash. D. Execution of orders for Shares The execution of all orders for Share transactions will be subject to the terms of the Prospectus and SAIProspectus, these Operating Procedures and, if executed through Fund/SERV, the DTCCNSCC’s rules and procedures. 1. Money market Funds Customers’ orders to purchase and redeem Fund Shares must be received by JPMDS or the Funds’ transfer agent from Financial Intermediary prior to the order deadlines listed in each Fund’s Prospectus for the orders to be effective the same day. 2. Non-money market Funds (a) The Financial Intermediary certifies as follows: (i) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents (as defined in Section II.C. of the Agreement) prior to the earlier of the close of trading on the New York Stock Exchange or the close of a Fund (generally, 4:00 p.m., Eastern Time (“ET”)) (“Market Close”) on any day that a Fund is open for business (“Day 1”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the next day that the Fund is open for business (“Day 2”)(such orders are referred to as “Day 1 Trades”); and (ii) orders to purchase and redeem shares received by Financial Intermediary or its Correspondents after the Market Close on Day 1, but prior to the Market Close on Day 2 (“Day 2 Trades”) will be electronically transmitted to the Funds by 8:00 a.m., ET on the second day that the Fund is open for business following Day 1. (iii) If the Financial Intermediary cannot electronically transmit Day 1 Trades to the Funds by 8:00 a.m., ET on Day 2, Financial Intermediary will transmit such orders by facsimile prior to the beginning of trading on the New York Stock Exchange (generally 9:30 a.m. ET) on Day 2.