FORM OF FEE WAIVER AGREEMENT
March 14, 2003
X.X. Xxxxxx Institutional Funds
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 Disciplined Equity Fund Ultra Class (the "Fund"), through April 30,
2005 to the extent necessary to maintain the Fund's total operating expenses at
the annual rate of 0.35% of the average daily net assets. This reimbursement
arrangement does not include interest, taxes, extraordinary expenses, expenses
related to the Fund's deferred compensation plan.
JPMorgan Chase Bank understands and intends that X.X. Xxxxxx
Institutional Funds will rely on this agreement in preparing and filing its
registration statement on Form N-14 and in accruing the Fund's 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 INSTITUTIONAL FUNDS
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Xxxxx Xxxxxxxx
Treasurer
