Form 485BPOS JPMorgan Trust I

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June 24, 2021 3:47 PM EDT

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SCHEDULE C

TO THE DISTRIBUTION AGREEMENT

Shares Subject to Front-End Sales Load

(Amended as of May 13, 2021)

Equity Funds


Current Name		Prior Name
JPMorgan Diversified Fund		JPMorgan Diversified Fund
JPMorgan Emerging Markets Equity Fund		JPMorgan Fleming Emerging Markets Equity Fund
JPMorgan International Equity Fund		JPMorgan Fleming International Equity Fund
JPMorgan International Value Fund		JPMorgan Fleming International Value Fund
JPMorgan U.S. GARP Equity Fund		JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund¹		JPMorgan Intrepid Value Fund
JPMorgan Research Market Neutral Fund		JPMorgan Market Neutral Fund (name effective until 2/28/10)
JPMorgan Mid Cap Equity Fund		JPMorgan Mid Cap Equity Fund
JPMorgan Growth Advantage Fund		JPMorgan Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund		JPMorgan Mid Cap Value Fund
JPMorgan Small Cap Equity Fund		JPMorgan Small Cap Equity Fund
JPMorgan U.S. Equity Fund		JPMorgan U.S. Equity Fund
Undiscovered Managers Behavioral Value Fund		Undiscovered Managers Behavioral Value Fund
JPMorgan Realty Income Fund		Undiscovered Managers REIT Fund
JPMorgan Equity Income Fund		One Group Equity Income Fund
JPMorgan Equity Index Fund		One Group Equity Index Fund
JPMorgan International Research Enhanced Equity Fund		One Group International Equity Index Fund and JPMorgan International Equity Index Fund (name effective until 6/30/14)
JPMorgan Large Cap Growth Fund		One Group Large Cap Growth Fund
JPMorgan Large Cap Value Fund		One Group Large Cap Value Fund
JPMorgan Market Expansion Enhanced Index Fund		One Group Market Expansion Index Fund and JPMorgan Market Expansion Index Fund (name effective until 4/30/13)


Current Name		Prior Name
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 Small Cap Growth Fund		One Group Small Cap Growth Fund
JPMorgan Small Cap Value Fund		One Group Small Cap Value Fund
JPMorgan Value Advantage Fund		N/A
JPMorgan U.S. Large Cap Core Plus Fund		N/A
JPMorgan U.S. Small Company Fund		N/A
JPMorgan Access Balanced Fund		N/A
JPMorgan Access Growth Fund		N/A
JPMorgan Tax Aware Equity Fund		JPMorgan Tax Aware Disciplined Equity Fund (name effective until 12/10/10)
JPMorgan Equity Focus Fund		N/A
JPMorgan Hedged Equity Fund		N/A

¹	To be renamed JPMorgan U.S. Applied Data Science Value Fund on or about July 1, 2021


JPMorgan Opportunistic Equity Long/Short Fund		N/A
JPMorgan Equity Premium Income Fund		N/A
JPMorgan U.S. Value Fund		N/A
JPMorgan Hedged Equity 2 Fund		N/A
JPMorgan Hedged Equity 3 Fund		N/A
JPMorgan International Equity Plus Fund		N/A
JPMorgan International Hedged Equity Fund		N/A
JPMorgan International Focus Fund		N/A
JPMorgan Europe Dynamic Fund		N/A
JPMorgan SMID Cap Equity Fund		N/A
JPMorgan U.S. Sustainable Leaders Fund		N/A
JPMorgan Small Cap Blend Fund		N/A
JPMorgan Small Cap Core Fund²		N/A
JPMorgan U.S. Research Enhanced Equity Fund		N/A

Fixed Income Funds


Current Name		Prior Name
JPMorgan California Tax Free Bond Fund		JPMorgan California Bond Fund
JPMorgan Emerging Markets Debt Fund		JPMorgan Fleming Emerging Markets Debt Fund
JPMorgan Intermediate Tax Free Bond Fund		JPMorgan Intermediate Tax Free Income Fund
JPMorgan New York Tax Free Bond Fund		JPMorgan New York Intermediate Tax Free Income Fund
JPMorgan Core Bond Fund		One Group Bond Fund
JPMorgan Government Bond Fund		One Group Government Bond Fund
JPMorgan High Yield Fund		One Group High Yield Bond Fund and JPMorgan High Yield Bond Fund (name effective until 9/14/09)
JPMorgan Core Plus Bond Fund		One Group Income Bond Fund
JPMorgan Mortgage-Backed Securities Fund		One Group Mortgage-Backed Securities Fund


Current Name		Prior Name
JPMorgan Short Duration Bond Fund		One Group Short-Term Bond Fund
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 Tax Free Bond Fund		One Group Tax-Free Bond 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 Tax Aware Real Return Fund		N/A
JPMorgan Income Builder Fund		JPMorgan World Income Builder Fund
JPMorgan Strategic Income Opportunities Fund		N/A

²	To be renamed JPMorgan Small Cap Sustainable Leaders Fund on or about July 1, 2021


JPMorgan Total Return Fund		N/A
JPMorgan Inflation Managed Bond Fund		N/A
JPMorgan Unconstrained Debt Fund		JPMorgan Multi-Sector Income Fund (name effective until 10/22/14)
JPMorgan Floating Rate Income Fund		N/A
JPMorgan Emerging Markets Strategic Debt Fund		JPMorgan Emerging Markets Local Currency Debt Fund (name effective until 9/30/16)
JPMorgan Global Bond Opportunities Fund		N/A
JPMorgan Corporate Bond Fund		N/A
JPMorgan Income Fund		N/A
JPMorgan Ultra-Short Municipal Fund		N/A
JPMorgan Sustainable Municipal Income Fund		N/A
JPMorgan High Yield Municipal Fund		N/A
JPMorgan Short Duration Core Plus Fund		N/A

Investor Funds


Current Name		Prior Name
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

JPMorgan SmartRetirement Funds


Current Name		Prior Name
JPMorgan SmartRetirement Income Fund		N/A
JPMorgan SmartRetirement 2020 Fund		N/A
JPMorgan SmartRetirement 2025 Fund		N/A
JPMorgan SmartRetirement 2030 Fund		N/A
JPMorgan SmartRetirement 2035 Fund		N/A
JPMorgan SmartRetirement 2040 Fund		N/A
JPMorgan SmartRetirement 2045 Fund		N/A
JPMorgan SmartRetirement 2050 Fund		N/A
JPMorgan SmartRetirement 2055 Fund		N/A
JPMorgan SmartRetirement 2060 Fund		N/A

Other Funds


Current Name		Prior Name
JPMorgan Global Allocation Fund		JPMorgan Global Flexible Fund (name effective until 2/17/11)
JPMorgan Macro Opportunities Fund		N/A
JPMorgan SmartSpending 2015 Fund		N/A
JPMorgan SmartSpending 2020 Fund		N/A

* * * * * * *

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Trust IV

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

JPMORGAN DISTRIBUTION SERVICES, INC.



By:						By:

Name:						Name:

Title:						Title:

SCHEDULE F

TO THE DISTRIBUTION AGREEMENT

CDSC Classes

(Class C Shares)

(Amended as of May 13, 2021)

Name of the Fund

Money Market Funds


Current Name		Prior Name
JPMorgan Prime Money Market Fund – Class C Shares		JPMorgan Prime Money Market Fund – Class C Shares
JPMorgan Liquid Assets Money Market Fund – Class C Shares		One Group Prime Money Market Fund – Class C Shares
JPMorgan U.S. Treasury Plus Money Market Fund – Class C Shares		One Group U.S. Treasury Securities Money Market Fund – Class C Shares

Equity Funds


Current Name		Prior Name
JPMorgan Diversified Fund – Class C Shares		JPMorgan Diversified Fund – Class C Shares
JPMorgan Emerging Markets Equity Fund – Class C Shares		N/A
JPMorgan International Equity Fund – Class C Shares		JPMorgan Fleming International Equity Fund – Class C Shares
JPMorgan Growth Advantage Fund – Class C Shares		JPMorgan Mid Cap Growth Fund – Class C Shares
JPMorgan International Value Fund – Class C Shares		N/A
JPMorgan U.S. GARP Equity Fund – Class C Shares		JPMorgan Intrepid Growth Fund – Class C Shares
JPMorgan Intrepid Value Fund¹ – Class C Shares		JPMorgan Intrepid Value Fund – Class C Shares
JPMorgan Mid Cap Value Fund – Class C Shares		JPMorgan Mid Cap Value Fund – Class C Shares
JPMorgan Small Cap Equity Fund – Class C Shares		JPMorgan Small Cap Equity Fund – Class C Shares
JPMorgan U.S. Equity Fund – Class C Shares		JPMorgan U.S. Equity Fund – Class C Shares
Undiscovered Managers Behavioral Value Fund – Class C Shares		Undiscovered Managers Behavioral Value Fund – Class C Shares
JPMorgan Realty Income Fund – Class C Shares		Undiscovered Managers REIT Fund – Class C Shares
JPMorgan Equity Income Fund – Class C Shares		One Group Equity Income – Class C Shares
JPMorgan Equity Index Fund – Class C Shares		One Group Equity Index Fund – Class C Shares


Current Name		Prior Name
JPMorgan Large Cap Growth Fund – Class C Shares		One Group Large Cap Growth Fund – Class C Shares
JPMorgan Large Cap Value Fund – Class C Shares		One Group Large Cap Value Fund – Class C Shares
JPMorgan Market Expansion Enhanced Index Fund – Class C Shares		One Group Market Expansion Index Fund – Class C Shares and JPMorgan Market Expansion Index Fund – Class C Shares (name effective until 4/30/13)

¹	To be renamed JPMorgan U.S. Applied Data Science Value Fund on or about July 1, 2021


JPMorgan Research Market Neutral Fund – Class C Shares		JPMorgan Market Neutral Fund – Class C Shares (name effective until 2/28/10)
JPMorgan Mid Cap Equity Fund – Class C Shares		N/A
JPMorgan Mid Cap Growth Fund – Class C Shares		One Group Mid Cap Growth Fund – Class C Shares and JPMorgan Diversified Mid Cap Growth Fund – Class C Shares (name effective until 6/27/09)
JPMorgan Small Cap Growth Fund – Class C Shares		One Group Small Cap Growth Fund – Class C Shares
JPMorgan Small Cap Value Fund – Class C Shares		One Group Small Cap Value Fund – Class C Shares
JPMorgan Value Advantage Fund – Class C Shares		N/A
JPMorgan U.S. Large Cap Core Plus Fund – Class C Shares		N/A
JPMorgan U.S. Small Company Fund – Class C Shares		N/A
JPMorgan Access Balanced Fund – Class C Shares		N/A
JPMorgan Access Growth Fund – Class C Shares		N/A
JPMorgan Tax Aware Equity Fund – Class C Shares		JPMorgan Tax Aware Equity Fund – Class C Shares (name effective until 12/10/10)
JPMorgan Equity Focus Fund – Class C Shares		N/A
JPMorgan Hedged Equity Fund – Class C Shares		N/A
JPMorgan Opportunistic Equity Long/Short Fund – Class C Shares		N/A
JPMorgan Small Cap Core Fund² - Class C Shares		N/A
JPMorgan Equity Premium Income Fund – Class C Shares		N/A
JPMorgan U.S. Value Fund – Class C Shares		N/A
JPMorgan Hedged Equity 2 Fund – Class C Shares		N/A
JPMorgan Hedged Equity 3 Fund – Class C Shares		N/A
JPMorgan International Equity Plus Fund – Class C Shares		N/A
JPMorgan International Hedged Equity Fund – Class C Shares		N/A
JPMorgan International Focus Fund – Class C Shares		N/A
JPMorgan Europe Dynamic Fund – Class C Shares		N/A
JPMorgan SMID Cap Equity Fund – Class C Shares		N/A
JPMorgan U.S. Sustainable Leaders Fund – Class C Shares		N/A
JPMorgan Macro Opportunities Fund – Class C Shares		N/A
JPMorgan Small Cap Blend Fund – Class C Shares		N/A

Fixed Income Funds


Current Name		Prior Name
JPMorgan California Tax Free Bond Fund – Class C Shares		JPMorgan California Bond Fund – Class C Shares
JPMorgan Emerging Markets Debt Fund – Class C Shares		JPMorgan Fleming Emerging Markets Debt Fund – Class C Shares
JPMorgan Intermediate Tax Free Bond Fund – Class C Shares		JPMorgan Intermediate Tax Free Income Fund – Class C Shares
JPMorgan New York Tax Free Bond Fund – Class C Shares		JPMorgan New York Intermediate Tax Free Income Fund – Class C Shares
JPMorgan Core Bond Fund – Class C Shares		One Group Bond Fund – Class C Shares
JPMorgan Government Bond Fund – Class C Shares		One Group Government Bond Fund – Class C Shares
JPMorgan High Yield Fund – Class C Shares		One Group High Yield Bond Fund – Class C Shares and JPMorgan High Yield Bond Fund – Class C Shares (name effective until 8/30/09)

²	To be renamed JPMorgan Small Cap Sustainable Leaders Fund on or about July 1, 2021


JPMorgan Core Plus Bond Fund – Class C Shares		One Group Income Bond Fund – Class C Shares
JPMorgan Short Duration Bond Fund – Class C Shares		One Group Short-Term Bond Fund – Class C Shares
JPMorgan Short-Intermediate Municipal Bond Fund – Class C Shares		One Group Short-Term Municipal Bond Fund – Class C Shares and JPMorgan Short Term Municipal Bond Fund – Class C Shares (name effective until 4/30/09)
JPMorgan Tax Free Bond Fund – Class C Shares		One Group Tax-Free Bond Fund – Class C Shares
JPMorgan Limited Duration Bond Fund – Class C Shares		One Group Ultra Short-Term Bond Fund – Class C Shares and JPMorgan Ultra Short Term Bond Fund – Class C Shares (name effective until 7/1/06) and JPMorgan Ultra Short Duration Bond Fund – Class C Shares (name effective until 9/14/09)
JPMorgan Tax Aware Real Return Fund – Class C Shares		N/A
JPMorgan Income Builder Fund – Class C Shares		JPMorgan World Income Builder Fund – Class C Shares
JPMorgan Strategic Income Opportunities Fund – Class C Shares		N/A
JPMorgan Total Return Fund – Class C Shares		N/A
JPMorgan Inflation Managed Bond Fund – Class C Shares		N/A
JPMorgan Unconstrained Debt Fund – Class C Shares		JPMorgan Multi-Sector Income Fund – Class C Shares (name effective until 10/22/14)
JPMorgan Floating Rate Income Fund – Class C Shares		N/A
JPMorgan Emerging Markets Strategic Debt Fund – Class C Shares		JPMorgan Emerging Markets Local Currency Debt Fund – Class C Shares (name effective until 9/30/16)
JPMorgan Mortgage-Backed Securities Fund – Class C Shares		N/A
JPMorgan Global Bond Opportunities Fund – Class C Shares		N/A


Current Name		Prior Name
JPMorgan Corporate Bond Fund – Class C Shares		N/A
JPMorgan Income Fund – Class C Shares		N/A
JPMorgan Sustainable Municipal Income Fund – Class C Shares		N/A
JPMorgan High Yield Municipal Fund – Class C Shares		N/A
JPMorgan Short Duration Core Plus Fund – Class C Shares		N/A

Investor Funds


Current Name		Prior Name
JPMorgan Investor Balanced Fund – Class C Shares		One Group Investor Balanced Fund – Class C Shares
JPMorgan Investor Conservative Growth Fund – Class C Shares		One Group Investor Conservative Growth Fund – Class C Shares
JPMorgan Investor Growth & Income Fund – Class C Shares		One Group Investor Growth & Income Fund – Class C Shares
JPMorgan Investor Growth Fund – Class C Shares		One Group Investor Growth Fund – Class C Shares

JPMorgan SmartRetirement Funds


Current Name		Prior Name
JPMorgan SmartRetirement Income Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2020 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2025 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2030 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2035 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2040 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2045 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2050 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2055 Fund – Class C Shares		N/A
JPMorgan SmartRetirement 2060 Fund – Class C Shares		N/A

Other Funds


Current Name		Prior Name
JPMorgan Global Allocation Fund – Class C Shares		JPMorgan Global Flexible Fund – Class C Shares (name effective until 2/17/11)
JPMorgan Macro Opportunities Fund – Class C Shares		N/A

* * * *

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Trust IV

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

JPMORGAN DISTRIBUTION SERVICES, INC.



By:						By:

Name:						Name:

Title:						Title:

AMENDMENT TO

AMENDED AND RESTATED GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

Amendment dated as of February 1, 2020 (the “Amendment”) to the Global Custody and Accounting Agreement dated September 1, 2010 between JPMorgan Chase Bank, N.A. (the “Bank”), with a place of business at 4 New York Plaza, New York, New York 10004, and each of the trusts listed on Schedule A to the Agreement (individually and collectively, the “Trusts”) (the “Agreement”). For purposes of this Amendment and the Agreement, each of the Trusts is referred to as a “Customer.”

AMENDMENT

The following is hereby added to the Agreement as Section 2.23:

2.23 Agency Services to Facilitate Certain Foreign Exchange Transactions.

Any Customer may from time to time issue Instructions, including standing Instructions, to Bank to execute foreign exchange contracts in currencies in which it is impracticable for the Customer to execute trades directly with counterparties. As between Bank and the applicable Customer, Bank may, but will not be obliged to, enter into each foreign exchange contract so instructed as agent on behalf of the Customer with a third party (each a “Counterparty”), and Bank is authorized, in its discretion, either to disclose or not disclose the identity of the Customer to the Counterparty. Any Instructions, including standing Instructions, may be subject to any rules or limitations or execution parameters established by Bank or affected by causes beyond the reasonable control of Bank. The Customer hereby appoints Bank to enter into and perform all obligations in respect of any of the foreign exchange contracts so instructed, including, as required, such additional foreign exchange contracts as may be necessary to move the requisite funds to or from the applicable Subcustodian and the role of Bank or its Affiliates in entering into and performing such transactions shall be as agent for the Customer. Customer assumes the risk of the Counterparty’s failure to perform its obligations and shall itself be liable as principal on the same basis as if it had directly entered into such foreign exchange contract with the Counterparty and will pay to Bank, on the relevant settlement date, any amount payable to settle such foreign exchange contract. Notwithstanding the foregoing, Bank shall remain subject to its standard of care provided in Section 7.1 of this Agreement in conducting any transactions pursuant to this Section 2.23. In the event that the terms of any confirmation of any foreign exchange contract issued by Bank, any of its Affiliates, or any Counterparty is inconsistent with the foregoing, the foregoing shall prevail as between the Bank or its Affiliate and the Customer. Further, notwithstanding anything to the contrary in the side letter between the parties dated as of February 18, 2005, any spread applicable to the foreign exchange contracts described herein shall be as agreed between Bank and Customer.

Miscellaneous.

(a)

This Amendment shall be governed by the laws of New York.

(b)

This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns when executed by all parties. Nothing in this Amendment, express or implied, shall be construed to confer any rights or remedies upon any party other than the parties hereto and their respective successors and permitted assigns.

(c)

All defined terms used in this Amendment shall have the same meaning as provided in the Agreement except where specifically herein modified.

(d)

As modified and amended hereby, the parties hereby ratify, approve and confirm the Agreement in all respects.

(e)

This Amendment may not be changed orally, but only by an agreement in writing signed by the parties hereto.

(f)

This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date set forth above.

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Trust IV

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Institutional Trust

JPMorgan Insurance Trust

Undiscovered Managers Funds



By:
Name:
Title:



JPMORGAN CHASE BANK, N.A.



By:
Name:
Title:

July 1, 2021

JPMorgan Trust I

277 Park Avenue

New York, NY 10172

Dear Sirs:

J.P. Morgan Investment Management Inc. and JPMorgan Distribution Services, Inc. (collectively, “JPMorgan Service Providers”) hereby agree to waive fees owed to each JPMorgan Service Provider or to reimburse each Fund listed on Schedule A. The JPMorgan Service Providers will waive fees or reimburse expenses to the extent total operating expenses exceed the rate of average daily net assets also indicated on Schedule A. This expense limitation does not include acquired fund fees and expenses, dividend and interest¹expenses on securities sold short, interest, taxes, expenses related to Trustee elections, expenses related to litigation and potential litigation, and extraordinary expenses not incurred in the ordinary course of each Fund’s business.

In addition, each of the Non-Money Market Funds (as identified on Schedule A) may invest in one or more money market funds advised by the J.P. Morgan Investment Management Inc. or its affiliates (“affiliated money market funds”). The JPMorgan Service Providers as a Non-Money Market Fund’s adviser, shareholder servicing agent and/or administrator hereby contractually agree to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees each collects from the affiliated money market funds on such Non-Money Market Fund’s investment in such money market funds. This waiver does not apply to each Non-Money Market Fund’s investments in affiliated money market funds made with cash received as collateral from securities lending borrowers.

The JPMorgan Service Providers understand and intend that each Fund will rely on this agreement in preparing and filing their registration statements on Form N-1A and in accruing each Fund’s expenses for purposes of calculating net asset value and for other purposes, and expressly permit each Fund to do so.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

J.P. Morgan Investment Management Inc.

JPMorgan Distribution Services, Inc.

By:

Accepted by:

JPMorgan Trust I

By:

¹	In calculating the interest expense on short sales for purposes of this exclusion, each Fund will recognize all economic elements of interest costs, including premium and discount adjustments.

JPMTI Fee Waiver Agreement

Page 2

SCHEDULE A

Non-Money Market Funds


	Class A			Class C			Class I			Class L			Class R2			Class R5			Class R6
JPMorgan California Tax Free Bond Fund¹		0.60	%		1.10	%		0.50	%											0.40	%
JPMorgan Corporate Bond Fund¹		0.75	%		1.25	%		0.50	%											0.40	%
JPMorgan Emerging Markets Debt Fund¹		1.10	%		1.60	%		0.85	%								0.80	%		0.70	%
JPMorgan Floating Rate Income Fund¹		1.00	%		1.50	%		0.75	%
JPMorgan Global Bond Opportunities Fund¹		0.90	%		1.30	%		0.65	%											0.50	%
JPMorgan Income Fund¹		0.65	%		1.20	%		0.40	%											0.40	%
JPMorgan Inflation Managed Bond Fund¹		0.75	%		1.40	%		0.55	%								0.45	%		0.35	%
JPMorgan Intermediate Tax Free Bond Fund¹		0.65	%		1.20	%		0.40	%											0.30	%
JPMorgan Managed Income Fund¹								0.40	%		0.25	%
JPMorgan Unconstrained Debt Fund¹		0.90	%		1.40	%		0.65	%					1.25	%		0.60	%		0.50	%
JPMorgan New York Tax Free Bond Fund¹		0.75	%		1.25	%		0.50	%											0.40	%
JPMorgan Short Duration Core Plus Fund¹		0.64	%		1.14	%		0.39	%											0.33	%
JPMorgan Strategic Income Opportunities Fund¹		1.00	%		1.50	%		0.75	%								0.60	%		0.50	%
JPMorgan High Yield Municipal Fund¹		0.65	%		1.15	%		0.55	%											0.45	%
JPMorgan Total Return Fund¹		0.66	%		1.31	%		0.56	%					1.16	%		0.46	%		0.41	%

1	Expense limitation is in place until at least 6/30/22.

Money Market Funds


	Capital			Institutional			Agency			Premier			Morgan			Reserve			IM			Class C			*ETrade**			Service			Academy			Empower
JPMorgan 100% U.S. Treasury Securities Money Market Fund¹		0.18	%		0.21	%		0.26	%		0.45	%		0.59	%		0.70	%		0.16	%											0.18	%		0.18	%
JPMorgan California Municipal Money Market Fund¹					0.21	%		0.26	%		0.45	%		0.59	%											1.00	%		1.05	%
JPMorgan Federal Money Market Fund¹		0.18	%		0.21	%		0.26	%		0.45	%		0.59	%
JPMorgan New York Municipal Money Market Fund¹					0.21	%		0.26	%		0.45	%		0.59	%		0.70	%								1.00	%		1.05	%
JPMorgan Prime Money Market Fund¹		0.18	%		0.21	%		0.26	%		0.45	%		0.52	%		0.70	%		0.16	%		0.97	%								0.18	%		0.18	%
JPMorgan Tax Free Money Market Fund¹					0.21	%		0.26	%		0.45	%		0.59	%		0.70	%

¹	Expense limitation is in place until at least 6/30/22.

July 1, 2021

JPMorgan Trust I

277 Park Avenue

New York, NY 10172

Dear Sirs:

Each Fund Share Class listed in Schedule A may invest in one or more money market funds advised by the J.P. Morgan Investment Management Inc. or its affiliates (“affiliated money market funds”). J.P. Morgan Investment Management Inc. and JPMorgan Distribution Services, Inc. (collectively, “JPMorgan Service Providers”), as each Fund’s adviser, shareholder servicing agent and/or administrator, hereby contractually agree to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees each collects from the affiliated money market funds on each Fund’s investment in such money market funds. This waiver does not apply to each Fund’s investments in affiliated money market funds made with cash received as collateral from securities lending borrowers.

The JPMorgan Service Providers understand and intend that the Funds will rely on this agreement in preparing and filing their registration statements on Form N-1A and in accruing the Funds’ expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Funds to do so.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

J.P. Morgan Investment Management Inc.

JPMorgan Distribution Services, Inc.

By:

Accepted by:

JPMorgan Trust I

By:

SCHEDULE A


JPMorgan Floating Rate Income Fund¹		Class R6

¹	Waiver is in place until at least 6/30/22.


				1095 Avenue of the Americas
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				www.dechert.com

June 24, 2021

JPMorgan Trust I

277 Park Avenue

New York, NY 10172

Re:

JPMorgan Trust I

File Nos. 333-103022 and 811-21295

Dear Ladies and Gentlemen:

We have acted as counsel for JPMorgan Trust I, a Delaware statutory trust (the “Trust”), and its separate series, JPMorgan 100% U.S. Treasury Securities Money Market Fund, JPMorgan California Municipal Money Market Fund, JPMorgan Federal Money Market Fund, JPMorgan New York Municipal Money Market Fund, JPMorgan Prime Money Market Fund and JPMorgan Tax Free Money Market Fund (the “Funds”), in connection with Post-Effective Amendment No. 644 to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

We have examined and relied upon originals, copies or electronic mail transmissions of, among other things, the following: the Registration Statement; the Certificate of Trust of the Trust as filed with the Secretary of State of the State of Delaware; the Declaration of Trust of the Trust dated as of November 5, 2004, as amended to date; and the By-Laws of the Trust dated as of November 5, 2004, as amended to date. We have also examined such documents and questions of law as we have deemed necessary or appropriate for the purposes of the opinions expressed herein.

In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Funds’ Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Funds on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above.

JPMorgan Trust I

Page 2

Based upon the foregoing, we are of the opinion that the Funds’ shares registered under the Securities Act, when issued and sold in accordance with the terms of purchase described in the Registration Statement, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are given as of the date hereof and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations thereunder.

We are members of the Bar of the State of New York and do not hold ourselves out as being conversant with the laws of any jurisdiction other than those of the United States of America and the State of New York. We note that we are not licensed to practice law in the State of Delaware, and to the extent that any opinion herein involves the laws of the State of Delaware, such opinion should be understood to be based solely upon our review of the documents referred to above and the published statutes of the State of Delaware.

Very Truly Yours,

/s/ Dechert LLP

Dechert LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of JPMorgan Trust I of our reports dated April 26, 2021, relating to the financial statements and financial highlights for the funds constituting JPMorgan Trust I listed in Appendix A (the “Funds”), which appear in the Funds’ Annual Report on Form N-CSR for the year ended February 28, 2021. We also consent to the references to us under the headings “Financial Statements”, “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

June 23, 2021

Appendix A

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

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Corporate Bond Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Federal Money Market Fund

JPMorgan Floating Rate Income Fund

JPMorgan Global Bond Opportunities Fund

JPMorgan High Yield Municipal Fund

JPMorgan Income Fund

JPMorgan Inflation Managed Bond Fund

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan Managed Income Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Prime Money Market Fund

JPMorgan Short Duration Core Plus Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan Unconstrained Debt Fund

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