0001145443-10-002140 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 30th, 2010 • JPMorgan Trust I • New York

INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 11th day of December, 2009, between J.P. Morgan Investment Management Inc. (the "Adviser"), a corporation organized and existing under the laws of the State of Delaware, and Highbridge Capital Management, LLC ("Subadviser"), a limited liability company organized and existing under the laws of the State of Delaware.

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November __, 2010 JPMorgan Trust I New York, NY 10167 Dear Sirs:
Fee Waiver Agreement • September 30th, 2010 • JPMorgan Trust I

The JPMorgan 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.

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