FORM OF FEE WAIVER AGREEMENT
----------------------------
January 21, 2003
X.X. Xxxxxx Xxxxxxx Series Trust
c/o X. X. Xxxxxx Fund Distributors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Dear Sirs:
JPMorgan Chase Bank ("JPMorgan Chase Bank"), hereby agrees to reimburse
the JPMorgan Multi-Manager Small Cap Growth Fund and the JPMorgan
Multi-Manager Small Cap Value Fund (each a "Fund", and together the "Funds"),
through April 30, 2004 to the extent necessary to maintain the total
operating expenses of each Fund at the annual rate of 1.40% of the average
daily net assets. This reimbursement arrangement does not include interest,
taxes or extraordinary expenses.
JPMorgan Chase Bank understands and intends that the X.X. Xxxxxx Xxxxxxx
Series Trust will rely on this agreement in preparing and filing its
registration statement on Form N-1A and in accruing the Fund's expenses for
purposes of calculating net asset value and for other purposes, and expressly
permits the Fund to do so.
Please acknowledge acceptance on the enclosed copy of this letter.
Very truly yours,
JPMORGAN CHASE BANK
____________________
Xxxxxxx Xxxxx
Vice President and Assistant Treasurer
Accepted by:
X.X. XXXXXX XXXXXXX SERIES TRUST
______________________
Xxxxx Xxxxxxxx
Treasurer
