FORM OF FEE WAIVER AGREEMENT
February __, 2003
X.X. Xxxxxx Mutual Fund Series
c/o X. X. Xxxxxx Fund Distributors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Dear Sirs:
JPMorgan Chase Bank ("JPMorgan Chase Bank"), hereby agrees to reimburse the
JPMorgan Intrepid Growth Fund, the JPMorgan Intrepid Value Fund, the JPMorgan
Intrepid All Cap Fund and the JPMorgan Intrepid Investor Fund (each a "Fund",
together the "Funds"), through February 28, 2004 with respect to the Funds'
Select Class Shares to the extent necessary to maintain the Funds' Select Class
Shares' total operating expenses at the annual rate of 1.00% of the average
daily net assets. This reimbursement arrangement does not include interest,
taxes or extraordinary expenses.
JPMorgan Chase Bank understands and intends that the X.X. Xxxxxx Mutual
Fund Series will rely on this agreement in preparing and filing its registration
statement on Form N-1A and in accruing the Funds' expenses for purposes of
calculating net asset value and for other purposes, and expressly permits the
Fund to do so.
Please acknowledge acceptance on the enclosed copy of this letter.
Very truly yours,
JPMORGAN CHASE BANK
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Xxxxxxx Xxxxx
Vice President and Assistant Treasurer
Accepted by:
X.X. XXXXXX MUTUAL FUND SERIES
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Xxxxx Xxxxxxxx
Treasurer