February 29, 2012 JPMorgan Trust I
February 29, 2012
000 Xxxx Xxxxxx
New York, NY 10167
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 the 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 expenses on securities sold short, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses related to the X.X. Xxxxxx Funds’ Board of Trustees deferred compensation plan.
In addition, X.X.Xxxxxx Investment Management Inc. xxxxxx agrees to waive fees to which it is entitled or to reimburse the Fund listed on Schedule B for the time periods so indicated.
The JPMorgan Service Providers understand and intend that the Fund will rely on this agreement in preparing and filing their registration statements on Form N-1A and in accruing the Fund’s expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Fund 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:
By:
1
SCHEDULE A
| Fund Name |
Class | Fiscal Year End | Expense Cap | Expense Cap Period End | ||||
| Highbridge Statistical Market Neutral Fund |
Class A | October 31 | 1.95% | March 1, 2013 | ||||
| Class C | 2.45% | March 1, 2013 | ||||||
| Select | 1.70% | March 1, 2013 |
2
SCHEDULE B
| Fund Name |
Fiscal Year End | Advisory Fee Cap | Advisory Fee Cap Period | |||
| Highbridge Statistical Market Neutral Fund |
October 31 | 1.50% | Until the Fund commences with the borrowing of money from banks for investment purposes |
3
