November 1, 2022 JPMorgan Trust II
November 1, 2022
000 Xxxx Xxxxxx
New York, NY 10172
Dear Sirs:
X.X. Xxxxxx 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 for the time periods so indicated. 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 xxxxxxxx0 expenses on securities sold short, interest, taxes, expenses related to litigation and potential litigation, expenses related to trustee elections and extraordinary expenses not incurred in the ordinary course of each Fund’s business. In addition, each Fund may invest in one or more money market funds advised by the X.X. Xxxxxx Investment Management Inc. or its affiliates (“affiliated money market funds”). The 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 such 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 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 permits each Fund to do so.
Please acknowledge acceptance on the enclosed copy of this letter.
Very truly yours,
| X.X. Xxxxxx Investment Management Inc. JPMorgan Distribution Services, Inc.
/s/ Xxxxx X. Xxxxxxxx |
| By: Xxxxx X. Xxxxxxxx |
| Managing Director |
| Accepted by:
/s/ Xxxxxxx X. Xxxxxxx |
| By: Xxxxxxx X. Xxxxxxx |
| Treasurer |
| 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. |
SCHEDULE A
| Class A | Class C | Class I | Class L | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | ||||||||||||||||||||||||||||
| JPMorgan Government Bond Fund1 |
0.70 | % | 1.20 | % | 0.45 | % | 1.05 | % | 0.80 | % | 0.55 | % | 0.30 | % | ||||||||||||||||||||||
| JPMorgan Small Cap Value Fund1 |
1.19 | % | 1.69 | % | 0.94 | % | 1.49 | % | 1.24 | % | 0.99 | % | 0.84 | % | 0.74 | % | ||||||||||||||||||||
| JPMorgan XXXX Cap Equity Fund1 |
1.09 | % | 1.59 | % | 0.84 | % | 1.09 | % | 0.84 | % | 0.59 | % | ||||||||||||||||||||||||
| 1 | Expense limitation is in place until at least 10/31/23. |
