JPMORGAN VALUE OPPORTUNITIES FUND, INC. FEE WAIVER AGREEMENT
JPMORGAN
VALUE OPPORTUNITIES FUND, INC.
AGREEMENT
made this 1st day of
March 2008, between JPMorgan Value Opportunities Fund, Inc., Washington
Management Corporation, X.X. Xxxxxx Investment Management Inc. and JPMorgan
Distribution Services, Inc.
WHEREAS,
Washington Management Corporation (“WMC”) serves as business manager of the
JPMorgan Value Opportunities Fund (the “Fund”),
WHEREAS,
X.X. Xxxxxx Investment Management Inc. (“JPMIM”) serves as investment adviser of
the Fund;
WHEREAS,
JPMorgan Distribution Services, Inc. (“JPMDS”) serves as shareholder servicing
agent and distributor of the Fund;
WHEREAS,
the Fund wishes to maintain expense ratios for each share class that are as
reasonable as possible;
WHEREAS,
WMC, JPMIM and JPMDS wish to assist the Fund in maintaining the expense ratio
for each share class at as low a level as reasonably possible;
NOW,
THEREFORE, WMC, JPMIM, JPMDS and the Fund agree as follows:
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1.
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WMC
shall waive such portion of its fees for service as business manager and
JPMDS (or JPMIM) shall waive such portion of its fees as shareholder
service agent (or investment adviser) as is necessary, and reimburse class
specific and or fund expenses as mutually agreed upon, to maintain the
Fund’s Institutional Share Class expense ratio at 0.65%. The
amount of any required waiver shall be determined monthly and made in the
following manner:
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a.
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WMC
shall waive the first ten basis points of any required
waiver;
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b.
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the
next five basis points of any required waivers shall be borne 30% by WMC
and 70% by JPMDS (or JPMIM);
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c.
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JPMDS
(or JPMIM) shall waive all required waiver amounts over 15 basis
points.
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2.
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Once
the required Institutional Share Class waivers have been implemented,
JPMDS and/or JPMIM shall waive such additional portion of its fees as
shareholder service agent (or investment adviser) as is necessary and/or
reimburse class specific and/or fund expenses, to maintain the Fund’s
Class A expense ratio at 1.09% and the Fund’s Class B and Class C expense
ratios each at 1.59%. The amount of any required waiver shall
be determined monthly and made by JPMDS waiving amounts up to total amount
of the Class A, Class B and/or Class C shareholder service fee, or in the
case of JPMIM the investment advisor
fee.
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3.
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None
of WMC, JPMIM nor JPMDS shall be required to maintain the expense caps as
outlined in paragraphs 1 or 2 to the extent any share class’ expense ratio
is more than the expense cap described in paragraphs 1 and 2 as the result
of acquired fund fees and expenses (as may be disclosed in the Fund’s
prospectuses), interest, taxes and extraordinary
expenses.
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4.
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This
Agreement supersedes the fee waiver agreement dated March 1, 2007 and
shall terminate on October 31,
2009.
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JPMORGAN
VALUE OPPORTUNITIES FUND, INC.
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By:
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_______________________________
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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President
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WASHINGTON
MANAGEMENT CORPORATION
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By:
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______________________________
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Name:
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Xxxxxxx
X. Xxxxxxxx
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Title:
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Senior
Vice President
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X.X.
XXXXXX INVESTMENT MANAGEMENT INC.
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By:
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______________________________
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Name:
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Title:
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JPMORGAN
DISTRIBUTION SERVICES, INC.
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By:
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______________________________
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Name:
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Title:
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