February 29, 2008 JPMorgan Trust II 245 Park Avenue New York, NY 10167 Dear Sirs:

February 29, 2008

JPMorgan Trust II
000 Xxxx 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 the Fund listed on Schedule A through February 29, 2008. 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, extraordinary expenses and expenses related to the JPMorgan Funds’ Board of Trustees deferred compensation plan.

The JPMorgan Service Providers understand and intend that the Fund will rely on this agreement in preparing and filing 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 the Fund 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.
By:		By:
Accepted by: JPMorgan Trust II
By:

SCHEDULE A

Fund Name		Class		Expense Cap		Expense Cap Period End
JPMorgan International Equity Index Fund		Class A		1.18%		February 28, 2009
		Class B		1.93%		February 28, 2009
		Class C		1.93%		February 28, 2009
		Select		0.93%		February 28, 2009