EXHIBIT 99.9(c):
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FORM OF EXPENSE DEFERRAL AGREEMENT BETWEEN THE TRUST AND UNDISCOVERED MANAGERS
RELATING TO EACH SERIES OF THE TRUST.
EXPENSE DEFERRAL AGREEMENT
THIS AGREEMENT dated as of December __, 1997 is made and entered into
by and between Undiscovered Managers Funds, a Massachusetts business trust (the
"Trust"), on behalf of its [Name of Fund] series (the "Series"), and
Undiscovered Managers, LLC, a Delaware limited liability company (the
"Manager").
WHEREAS, the Manager has been appointed the investment adviser of the
Series pursuant to a Management Agreement dated December __, 1997 between the
Trust and the Manager relating to the Series (the "Management Agreement"); and
WHEREAS, the Trust and the Manager desire to enter into the
arrangements described herein relating to certain expenses of the Series;
NOW, THEREFORE, the Trust and the Manager hereby agree as follows:
1. Until further notice from the Manager to the Trust, the Manager
agrees, subject to Section 2 hereof, to reduce the fees payable to it under the
Management Agreement (but not below zero) to the extent necessary to limit the
operating expenses of the Series (exclusive of brokerage costs, interest, taxes
and extraordinary expenses) to the annual rate (as a percentage of the average
daily net assets of the Series) of [_______] percent.
2. The Series agrees to pay to the Manager the amount of fees that, but
for Section 1 hereof, would have been payable by the Series to the Manager
pursuant to the Management Agreement ("Deferred Fees"), subject to the
limitations provided in this Section 2. Such repayment shall be made monthly,
but only if the operating expenses of the Series (exclusive of brokerage costs,
interest, taxes and extraordinary expenses), without regard to such repayment,
are at an annual rate (as a percentage of the average daily net assets of the
Series) of less than [________] percent. Furthermore, the amount of Deferred
Fees paid by the Series in any month shall be limited so that the sum of (a) the
amount of such payment and (b) the other operating expenses of the Series
(exclusive of brokerage costs, interest, taxes and extraordinary expenses) do
not exceed the foregoing annual percentage rates.
Deferred Fees with respect to any fiscal year of the Trust shall not be
payable by the Series to the extent that the amounts payable by the Series
pursuant to the immediately preceding two sentences during the period ending two
years after the end of such fiscal year are not sufficient to pay such Deferred
Fees. In no event will the Series be obligated to pay any fees waived or
deferred by the Manager with respect to any other series of the Trust.
3. The Manager may by notice in writing to the Trust terminate, in
whole or in part, its obligation under Section 1 to reduce its fees with respect
to the Series in any period following the date specified in such notice (or
change the percentage specified in Section 1), but no such change shall affect
the obligation (including the amount of the obligation) of the Series to repay
amounts of Deferred Fees with respect to periods prior to the date specified in
such notice.
4. A copy of the Agreement and Declaration of Trust establishing the
Trust is on file with the Secretary of The Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the
Series on behalf of the Trust by an officer of the Trust as an officer and not
individually and that the obligations of or arising out of this Agreement are
not binding upon any of the trustees, officers or shareholders individually but
are binding only upon the assets and property belonging to the Series.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
UNDISCOVERED MANAGERS FUNDS
By ____________________________
Xxxx X. Xxxxxx, President
UNDISCOVERED MANAGERS, LLC
By __________________________
Xxxx X. Xxxxxx, President and CEO
