November 1, 2023

November 1, 2023

X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.

000 Xxxx Xxxxxx

New York, NY 10172

Dear Sirs:

X.X. Xxxxxx Investment 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 each Fund listed on Schedule A for the time periods so indicated. 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 and xxxxxxxx⁰ expenses on securities sold short, interest, taxes, expenses related to litigation and potential litigation, expenses related to trustee elections and extraordinary expenses not incurred in the ordinary course of a Fund’s business. In addition, each Fund may invest in one or more money market funds advised by the X.X. Xxxxxx Investment Management Inc. or its affiliates (“affiliated money market funds”). The JPMorgan Service Providers as each Fund’s adviser, shareholder servicing agent and/or administrator hereby contractually agree to waive fees and/or reimburse expenses in an amount sufficient to offset the respective net fees each collects from the affiliated money market funds on each Fund’s investment in such money market funds. This waiver does not apply to each Fund’s investments in affiliated money market funds made with cash received as collateral from securities lending borrowers.

The JPMorgan Service Providers understand and intend that each Fund will rely on this agreement in preparing and filing its registration statement on Form N-1A and in accruing each Fund’s expenses for purposes of calculating net asset value and for other purposes, and expressly permit each Fund to do so.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

X.X. Xxxxxx Investment Management Inc.

JPMorgan Distribution Services, Inc.

/s/ Xxxxx X. Xxxxxxxx

By: Xxxxx X. Xxxxxxxx

Accepted by:

X.X. Xxxxxx Xxxxxxx Mutual Fund Group, Inc.

/s/ Xxxxxxx X. Xxxxxxx

By: Xxxxxxx X. Xxxxxxx

¹  In calculating the interest expense on short sales for purposes of this exclusion, each Fund will recognize all economic elements of interest costs, including premium and discount adjustments.

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SCHEDULE A

Fund Name		Class		Fiscal Year End		Expense Cap				Expense Cap Period End
JPMorgan Mid Cap Value Fund		Class A		June 30			1.14	%		October 31, 2024
		Class C		June 30			1.64	%
		Class I		June 30			0.89	%
		Class L		June 30			0.75	%
		Class R2		June 30			1.40	%
		Class R3		June 30			1.15	%
		Class R4		June 30			0.90	%
		Class R5		June 30			0.75	%
		Class R6		June 30			0.65	%

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