June 28, 2012

JPMorgan Institutional Trust

270 Park Avenue

New York, NY 10017

Dear Sirs:

J.P. Morgan Investment Management Inc. and JPMorgan Funds Management, 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 expenses on securities sold short, interest, taxes, placement related expenses (if any), expenses related to litigation and potential litigation, extraordinary expenses not incurred in the ordinary course of the Funds’ business, and expenses related to the J.P. Morgan 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 filings 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,

J.P. Morgan Investment Management Inc.

JPMorgan Funds Management, Inc.

By:

Accepted By:

JPMorgan Institutional Trust

By:

SCHEDULE A

Fund Name	Fiscal Year End	Expense Cap			Expense Cap Period End
JPMorgan Intermediate Bond Trust	Last day of February		0.15	%		June 30, 2013
JPMorgan Core Bond Trust	Last day of February		0.15	%		June 30, 2013
JPMorgan Equity Index Trust	Last day of February		0.10	%		June 30, 2013