October ,] 2013 JPMorgan Trust II
[October ,] 2013
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, “X.X. Xxxxxx Service Providers”) hereby agree to waive fees and/or expenses owed to each X.X. Xxxxxx Service Provider or to reimburse each Fund listed on Schedule A for the time periods so indicated. The X.X. Xxxxxx 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 X.X. Xxxxxx Service Providers understand and intend that the Fund will rely on this agreement in preparing and filing its 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. |
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| By: |
| Accepted by: |
| JPMorgan Trust I |
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| By: |
1
SCHEDULE A
| Fund Name |
Class |
Fiscal Year End |
Expense Cap |
Expense Cap Period End | ||||||
| JPMorgan Floating Rate Income Fund |
R6 | August 31 | 0.65 | % | [December 31, 2014] | |||||
2
