September 1, 2012 JPMorgan Trust II

September 1, 2012

JPMorgan Trust II

000 Xxxx Xxxxxx

New York, NY 10017

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 for the time period so indicated. The JPMorgan Service Providers will waive fees or reimburse expenses 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, expenses related to litigation and potential litigation, extraordinary expenses not incurred in the ordinary course of the Fund’s business and expenses related to the X.X. Xxxxxx 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:

Accepted by:

JPMorgan Trust II

  By:

SCHEDULE A

Fund Name		Class		Expense Cap		Expense Cap Period End
JPMorgan High Yield Fund		Class A		1.10%		June 30, 2014
		Class B		1.60%		June 30, 2014
		Class C		1.60%		June 30, 2014
		Select		0.85%		June 30, 2014
		Class R2		1.35%		June 30, 2014
		Class R5		0.80%		June 30, 2014
		Class R6		0.75%		June 30, 2014