Exhibit 99(h)(5)(d)
_________, 2006
JPMorgan Trust I
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
X.X. Xxxxxx Investment Management Inc, JPMorgan Funds 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 for the time periods so indicated.
The JPMorgan Service Providers will waive fees or reimburse 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 dividend expenses on
securities sold short, interest, taxes, extraordinary expenses and expenses
related to the JPMorgan Funds' deferred compensation plan.
The JPMorgan Service Providers understand and intend that the Funds will
rely on this agreement in preparing and filings 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,
X.X. Xxxxxx Investment Management Inc.
JPMorgan Funds Management, Inc.
JPMorgan Distribution Services, Inc.
---------------------------------
By:
Accepted by:
JPMorgan Trust I
---------------------------------
By:
SCHEDULE A
FISCAL YEAR EXPENSE CAP
FUND NAME CLASS END EXPENSE CAP PERIOD END
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JPMorgan Intrepid Class A October 31 1.70% February 28, 2007
Long/Short Fund Class C 2.20%
Select 1.45%
JPMorgan Strategic Class A October 31 1.60% April 30, 2007
Small Cap Value Fund Class C 2.10%
Select 1.35%
