January 31, 2006 JPMorgan Trust I 522 Fifth Avenue New York, NY 10036 Dear Sirs:

Exhibit 99(h)(5)(d)

January 31, 2006

JPMorgan Trust I
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000

Dear Sirs:

        X.X. Xxxxxx Investment Management Inc, JPMorgan Funds 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 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 dividend expenses on securities sold short, interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds’ 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,

X.X. Xxxxxx Investment Management Inc.		JPMorgan Funds Management, Inc. JPMorgan Distribution Services, Inc.
/s/ Xxxxxx X.X. Xxxxx By: Xxxxxx X.X. Xxxxx, Director		/s/ Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxx
Accepted By: JPMorgan Trust I
/s/ Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx

 
 

SCHEDULE A

Fund Name		Class		Fiscal Year End		Expense Cap		Expense Cap Period End
JPMorgan Intrepid		Class A		June 30		1.75	%	October 31, 2007
Long/Short Fund		Class C				2.25	%
		Select				1.50	%
JPMorgan Strategic Small		Class A		June 30		1.60	%	October 31, 2007
Cap Value Fund		Class C				2.10	%
		Select				1.35	%