November 1, 2008 JPMorgan Trust II
November 1, 2008
000 Xxxx Xxxxxx
New York, NY 10167
Dear Sirs:
JPMorgan Investment Advisors 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 through October 31, 2009. 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 acquired fund fees and expenses, dividend expenses on securities sold short, interest, taxes, extraordinary expenses not incurred in the ordinary course of the Funds’ business and expenses related to the JPMorgan Funds’ Board of Trustees’ 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,
JPMorgan Investment Advisors Inc. |
| JPMorgan Funds Management, Inc. JPMorgan Distribution Services, Inc. |
By: |
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SCHEDULE A
FUND NAME |
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| Institutional Class |
| Class R5 | Class R2 |
JPMorgan Intrepid Mid Cap Fund | 1.24% | 1.99% | 1.99% | 0.99% | 0.83% | |||
JPMorgan Diversified Mid Cap Growth Fund | 1.24% | 1.99% | 1.99% | 0.99% | 0.89% | |||
JPMorgan Diversified Mid Cap Value Fund | 1.24% | 1.99% | 1.99% | 0.99% | 0.84% | |||
JPMorgan Equity Income Fund | 1.24% | 1.99% | 1.99% | 0.89% | ||||
JPMorgan Equity Index Fund | 0.45% | 1.20% | 1.20% | 0.20% | ||||
JPMorgan Investor Balanced Fund | 0.50% | 1.25% | 1.25% | 0.25% | ||||
JPMorgan Investor Conservative Growth Fund | 0.50% | 1.25% | 1.25% | 0.25% | ||||
JPMorgan Investor Growth Fund | 0.50% | 1.25% | 1.25% | 0.25% | ||||
JPMorgan Investor Growth & Income Fund | 0.50% | 1.25% | 1.25% | 0.25% | ||||
JPMorgan Large Cap Growth Fund | 1.24% | 1.78% | 1.78% | 0.99% | 0.80% | 1.49% | ||
JPMorgan Large Cap Value Fund | 1.24% | 1.99% | 1.99% | 0.99% | 0.79% | 1.49% | ||
JPMorgan Market Expansion Index Fund | 0.82% | 1.57% | 1.57% | 0.57% | ||||
JPMorgan Multi-Cap Market Neutral Fund | 1.75% | 2.50% | 2.50% | 1.50% | 1.07% | |||
JPMorgan Small Cap Growth Fund | 1.25% | 1.87% | 1.87% | 1.00% | 0.85% | 1.50% | ||
JPMorgan Small Cap Value Fund | 1.25% | 2.00% | 2.00% | 1.00% | 0.86% | 0.91% | 1.50% |
