December 31, 2006

December 31, 2006

X. X. Xxxxxx Mutual Fund Group
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 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.
By:				By:
Accepted by: (a) X. X. Xxxxxx Mutual Fund Group
By:

 

SCHEDULE A

Fund Name				Share Class				Fiscal Year End				Expense Cap				Expense Cap Period End
JPMorgan Short Term Bond Fund II				Class A				August 31				0.75%				December 31, 2007
				Class M				August 31				1.00%				December 31, 2007
				Select Class				August 31				0.50%				December 31, 2007