November 1, 2010

November 1, 2010

X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.

000 Xxxx Xxxxxx

New York, NY 10167

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, 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 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 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:

Accepted by:  

X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.

By:

SCHEDULE A

Fund Name	Class	Fiscal Year End	Expense Cap	Expense Cap Period End
JPMorgan Mid Cap Value Fund	Class A	June 30	1.24%	October 31, 2011
	Class B	June 30	1.75%	October 31, 2011
	Class C	June 30	1.75%	October 31, 2011
	Select	June 30	0.99%	October 31, 2011
	Institutional	June 30	0.75%	October 31, 2011
	Class R2	June 30	1.50%	October 31, 2011