May 1, 2006

May 1, 2006

X. X. Xxxxxx Xxxxxxx Series Trust
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000

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 each Fund listed on Schedule A for the time periods so indicated. The JPMorgan Service Providers will waive fees or reimburse 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 dividend expenses on securities sold short, interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds’ deferred compensation plan.

The JPMorgan Service Providers understand and intend that the Funds will rely on this agreement in preparing and filings their registration statements 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.
/s/ Xxxxxx X.X. Xxxxx By: Xxxxxx X.X. Xxxxx				/s/ Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxx
Accepted by: X. X. Xxxxxx Xxxxxxx Series Trust
/s/ Xxxxxx X. Xxxxx By: Xxxxx X. Xxxxx

 

SCHEDULE A

Fund Name				Fiscal Year End				Expense Cap				Expense Cap Period End
JPMorgan Multi-Manager Small Cap Growth Fund				December 31				1.40%				April 30, 2007
JPMorgan Multi-Manager Small Cap Value Fund				December 31				1.40%				April 30, 2007