Exhibit 99(h)(5)(c)
October 31, 2005
JPMorgan Trust I
000 Xxxxx 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.
In addition, X.X. Xxxxxx Investment Management Inc. xxxxxx agrees to waive
fees to which it is entitled or to reimburse the Fund listed on Schedule B for
the time periods so indicated.
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:
Accepted by:
JPMorgan Trust I
------------------------
By:
SCHEDULE A
FISCAL YEAR EXPENSE CAP
FUND NAME CLASS END EXPENSE CAP PERIOD END
-----------------------------------------------------------------------------------------
Highbridge Statistical Class A October 31 1.95% February 28,
Market Neutral Fund 2007
Class C 2.45%
Select 1.70%
Institutional 1.55%
SCHEDULE B
FISCAL YEAR ADVISORY FEE
FUND NAME END CAP ADVISORY FEE CAP PERIOD
-----------------------------------------------------------------------------------------
Highbridge Statistical October 31 1.50% Until the Fund commences
Market Neutral Fund with the borrowing of money
from banks for investment
purposes
