FORM OF FEE WAIVER AGREEMENT
March 14, 2003
X.X. Xxxxxx Institutional Funds
c/o X. X. Xxxxxx Fund Distributors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Dear Sirs:
JPMorgan Chase Bank ("JPMorgan Chase Bank"), hereby agrees to reimburse the
JPMorgan U.S. Equity Fund (the "Fund"), through April 30, 2005 with respect to
Class A and Select Class Shares and April 30, 2004 with respect to Class B and
Class C Shares to the extent necessary to maintain the Class A, Class B, Class C
and Select Class Shares' total operating expenses at the annual rate of 1.05%,
1.75%, 1.75% and 0.79%, respectively, of the average daily net assets. This
reimbursement arrangement does not include interest, taxes, extraordinary
expenses, expenses related to the Fund's deferred compensation plan.
JPMorgan Chase Bank understands and intends that X.X. Xxxxxx Institutional
Funds will rely on this agreement in preparing and filing its registration
statement on Form N-14 and in accruing the Fund's expenses for purposes of
calculating net asset value and for other purposes, and expressly permits the
Fund to do so.
Please acknowledge acceptance on the enclosed copy of this letter.
Very truly yours,
JPMORGAN CHASE BANK
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Xxxxxxx Xxxxx
Vice President and Assistant Treasurer
Accepted by:
X.X. XXXXXX INSTITUTIONAL FUNDS
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Xxxxx Xxxxxxxx
Treasurer
