November 1, 2012 JPMorgan Trust I
November 1, 2012
000 Xxxx Xxxxxx
New York, NY 10017
Dear Sirs:
X.X. Xxxxxx Investment Management Inc., JPMorgan Funds Management, Inc., JPMorgan Distribution Services, Inc. and X.X. Xxxxxx Private Investments 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 through October 31, 2012. 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 Funds’ 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 Funds will rely on this agreement in preparing and filing 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.
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JPMorgan Access Funds Fee Waiver Agreement
Page 2
SCHEDULE A
| Class A | Class B | Class C | Select | Institutional | |||||||||||||||||||||
| JPMorgan Access Balanced Fund1 |
1.75 | % | 2.25 | % | 1.50 | % | 1.35 | % | |||||||||||||||||
| JPMorgan Access Growth Fund1 |
1.75 | % | 2.25 | % | 1.50 | % | 1.35 | % | |||||||||||||||||
| 1 | Expense limitation is in place until at least 10/31/13. |
