September 1, 2013 JPMorgan Trust II

September 1, 2013

JPMorgan Trust II

000 Xxxx Xxxxxx

New York, NY 10017

Dear Sirs:

X.X. Xxxxxx Investment Management Inc, JPMorgan Funds Management, Inc. and JPMorgan Distribution Services, Inc. (collectively, “X.X. Xxxxxx Service Providers”) hereby agree to waive fees and/or expenses owed to each X.X. Xxxxxx Service Provider or to reimburse each Fund listed on Schedule A for the time periods so indicated. The X.X. Xxxxxx 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 acquired fund fees and expenses, dividend expenses on securities sold short, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses not incurred in the ordinary course of the Funds’ business and expenses related to the X.X. Xxxxxx Funds’ Board of Trustees deferred compensation plan.

The X.X. Xxxxxx 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,

X.X. Xxxxxx Investment Management Inc.

JPMorgan Funds Management, Inc.

JPMorgan Distribution Services, Inc.

/s/    Xxxxxxxx X. Xxxxxxx

Xxxxxxxx X. Xxxxxxx, Managing Director

By:

Accepted by:

JPMorgan Trust II

/s/    Xxx X. Xxxx

Xxx X. Xxxx, Treasurer

By:

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SCHEDULE A

Fund Name		Class		Fiscal Year End		Expense Cap		Expense Cap Period End
JPMorgan Intrepid Mid Cap Fund		Class A		June 30		1.15%		August 31, 2014
		Class B				1.79%
		Class C				1.79%
		Select				0.90%
JPMorgan High Yield Fund		Class A		Last Day of February		1.00%		August 31, 2014
		Class B				1.60%
		Class C				1.60%
		Select				0.85%
JPMorgan Investor Growth Fund		Class A		June 30		0.39%		August 31, 2014
		Class B				1.14%
		Class C				1.14%
		Select				0.14%
JPMorgan Investor Growth & Income Fund		Class A		June 30		0.39%		August 31, 2014
		Class B				1.14%
		Class C				1.14%
		Select				0.14%
JPMorgan Investor Balanced Fund		Class A		June 30		0.39%		August 31, 2014
		Class B				1.14%
		Class C				1.14%
		Select				0.14%
JPMorgan Investor Conservative Growth Fund		Class A		June 30		0.39%		August 31, 2014
		Class B				1.14%
		Class C				1.14%
		Select				0.14%

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