FORM OF FEE WAIVER AGREEMENT
March 14, 2003
JPMorgan 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 Diversified Fund (the "Fund"), through March 31,
2006 with respect to Class A, Class B, Class C and Select Class 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
1.25%, 1.93%, 1.93% and 0.98%, 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
--------------------
Xxxxxxx Xxxxx
Vice President and Assistant Treasurer
Accepted by:
X.X. XXXXXX INSTITUTIONAL FUNDS
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Xxxxx Xxxxxxxx
Treasurer
