JPMorgan Trust II
, 2016
000 Xxxx Xxxxxx
New York, NY 10017
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 Funds listed on Schedule A. 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, and extraordinary expenses not incurred in the ordinary course of a Fund’s business.
The JPMorgan Service Providers understand and intend that the Funds will rely on this agreement in preparing and filing its registration statement on Form N-1A and in accruing the Funds’ expenses for purposes of calculating net asset value and for other purposes, and expressly permit the Funds 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. |
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| By: |
| Accepted by: |
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| 1 | In calculating the interest expense on short sales for purposes of this exclusion, the Fund will recognize all economic elements of interest costs, including premium and discount adjustments. |
SCHEDULE A
| Class | Expense Cap | Expense Cap Period End | ||||||
| JPMorgan U.S. Treasury Plus Money Market Fund |
Capital | 0.18 | % | XXXXX XX, 2016 | ||||
| JPMorgan U.S. Government Money Market Fund |
E*TRADE | 1.00 | % | XXXXX XX, 2016 | ||||
