EXHIBIT 99.9(e)
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FORM OF SECOND AMENDED AND RESTATED
EXPENSE DEFERRAL AGREEMENT BETWEEN THE TRUST AND
UNDISCOVERED MANAGERS RELATING TO THE BEHAVIORAL GROWTH
FUND, THE REIT FUND, THE SMALL CAP VALUE FUND, THE CORE
EQUITY FUND AND THE ALL CAP VALUE FUND
FORM OF SECOND AMENDED AND RESTATED
EXPENSE DEFERRAL AGREEMENT BETWEEN THE TRUST AND
UNDISCOVERED MANAGERS RELATING TO THE BEHAVIORAL GROWTH
FUND, THE REIT FUND, THE SMALL CAP VALUE FUND, THE CORE
EQUITY FUND AND THE ALL CAP VALUE FUND
THIS SECOND AMENDED AND RESTATED AGREEMENT dated as of April __, 1999
by and between UNDISCOVERED MANAGERS FUNDS, a Massachusetts business trust (the
"Trust"), on behalf of its _____________________ series (the "Series"), and
UNDISCOVERED MANAGERS, LLC, a Delaware limited liability company (the "Manager")
amends and restates the Amended and Restated Expense Deferral Agreement dated
___________ (the "Original Agreement") by and between the Trust and the Manager.
WHEREAS, the Manager has been appointed the investment adviser of the
Series pursuant to a Management Agreement dated ___________ between the Trust
and the Manager relating to the Series (the "Management Agreement"); and
WHEREAS, the Trust and the Manager desire to amend and restate the
arrangements described in the Original Agreement to reflect the establishment of
Class C shares;
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 (i) reduce the fees payable to it under
the Management Agreement (but not below zero) and (ii) pay any operating
expenses of the Series, 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
attributable to each class of shares of the Series) of ___ percent for the
Series' Institutional Class shares, ___ percent for the Series' Investor Class
shares and ___ percent for the Series' Class C shares.
2. The Series agrees to pay to the Manager (i) 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 and (ii) the amount of the operating
expenses of the Series that the Manager paid pursuant to Section 1 hereof
(collectively, "Deferred Fees and Expenses"), 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
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extraordinary expenses), without regard to such repayment, are at an annual rate
(as a percentage of the average daily net assets attributable to each class of
shares of the Series) of less than ___ percent for the Series' Institutional
Class shares, ___ percent for the Series' Investor Class shares and, subject to
the ratification of this Agreement by the Trustees of the Trust, ___ percent for
the Series' Class C shares. Furthermore, the amount of Deferred Fees and
Expenses paid by the Series in any month with respect to a class of shares shall
be limited so that the sum of (a) the amount of such payment and (b) the other
operating expenses of the Series with respect to such class of shares (exclusive
of brokerage costs, interest, taxes and extraordinary expenses) do not exceed
the foregoing annual percentage rate applicable to such class of shares.
Deferred Fees and Expenses with respect to any fiscal year of the Trust
shall not be payable by the Series with respect to a class of shares to the
extent that the amounts payable by the Series with respect to such class of
shares 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 and Expenses. 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 and bear
expenses with respect to the Series in any period following the date specified
in such notice (or change the percentage specified in Section 1 with respect to
any class of shares of the Series), but no such change shall affect the
obligation (including the amount of the obligation) of the Series to repay
amounts of Deferred Fees and Expenses 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
UNDISCOVERED MANAGERS FUNDS
By
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Xxxx X. Xxxxxx, President
UNDISCOVERED MANAGERS, LLC
By
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Xxxx X. Xxxxxx, President and CEO
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