October 30, 2025

JPMorgan Trust II

277 Park Avenue

New York, NY 10172

Dear Sirs:

J.P. Morgan 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. 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 interest¹ expenses on securities sold short, interest, taxes, expenses related to Trustee elections, expenses related to litigation and potential litigation, and extraordinary expenses not incurred in the ordinary course of the Fund’s business.

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.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

 

J.P. Morgan Investment Management Inc. JPMorgan Distribution Services, Inc.

/s/ Matthew J. Kamburowski

By: Matthew J. Kamburowski

Managing Director

Accepted by: JPMorgan Trust II

/s/ Timothy J. Clemens

By: Timothy J. Clemens

Treasurer

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

JPMTII Fee Waiver Agreement

Page II

 

SCHEDULE A

 

FUND NAME		Digital Shares
JPMorgan U.S. Government Money Market Fund1			0.18	%

1	Expense limitation is in place until at least 6/30/27.