December 31, 2011 Undiscovered Managers Funds
December 31, 2011
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 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 acquired fund fees and expenses, dividend expenses on securities sold short, interest, taxes, expenses related to litigation and potential litigation, extraordinary expenses not incurred in the ordinary course of the Funds’ business and expenses related to the JPMorgan Funds’ Board of Trustees deferred compensation plan.
The JPMorgan Service Providers understand and intend that the Funds will rely on this agreement in preparing and filing 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.
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SCHEDULE A
| Fund Name |
Class |
Fiscal Year End |
Expense Cap | Expense Cap Period End | ||||||
| Undiscovered Managers Behavioral Growth Fund |
Class A | August 31 | 1.65 | % | December 31, 2012 | |||||
| Class B | August 31 | 2.15 | % | December 31, 2012 | ||||||
| Class C | August 31 | 2.15 | % | December 31, 2012 | ||||||
| Institutional | August 31 | 1.30 | % | December 31, 2012 | ||||||
| Investor | August 31 | 1.65 | % | December 31, 2012 | ||||||
| Undiscovered Managers Behavioral Value Fund |
Class A | August 31 | 1.60 | % | December 31, 2012 | |||||
| Class B | August 31 | 2.10 | % | December 31, 2012 | ||||||
| Class C | August 31 | 2.10 | % | December 31, 2012 | ||||||
| Institutional | August 31 | 1.40 | % | December 31, 2012 | ||||||
| JPMorgan Realty Income Fund |
Class A | August 31 | 1.18 | % | December 31, 2012 | |||||
| Class B | August 31 | 1.68 | % | December 31, 2012 | ||||||
| Class C | August 31 | 1.68 | % | December 31, 2012 | ||||||
| Institutional | August 31 | 0.78 | % | December 31, 2012 | ||||||
| Class R5 | August 31 | 0.73 | % | December 31, 2012 | ||||||
