November 15, 2017 JPMorgan Trust II
November 15, 2017
000 Xxxx Xxxxxx
New York, NY 10017
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, 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 each Fund’s investment in such money market funds.
The JPMorgan Service Providers understand and intend that each Fund will rely on this agreement in preparing and filings 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 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. | ||
| By: | ||
| Accepted by: | ||
| By: | ||
| 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. |
JPMTII Fee Waiver Agreement
Page II
SCHEDULE A
| FUND NAME |
Class A | Class C | Class I | |||
| JPMorgan Tax Free Bond Fund1 |
0.67% |
1.25% |
0.45% |
1 Expense limitation is in place until at least 5/4/19.
