Exhibit 99(h)(xvi)
May 5, 2006
Undiscovered Managers Funds
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Dear Sirs:
▇.▇. ▇▇▇▇▇▇ 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 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 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,
▇.▇. ▇▇▇▇▇▇ Investment Management Inc.
JPMorgan Funds Management, Inc.
JPMorgan Distribution Services, Inc.
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By:
Accepted by:
Undiscovered Managers Funds
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By:
SCHEDULE A
FISCAL YEAR EXPENSE CAP
FUND NAME CLASS END EXPENSE CAP PERIOD END
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JPMorgan Realty Income Fund R Class August 31 0.95% December __, 2007
