EXHIBIT 99.9(d):
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FORM OF ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN THE TRUST AND UNDISCOVERED MANAGERS.
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT dated as of December __, 1997 is
made and entered into by and between Undiscovered Managers, LLC, a Delaware
limited liability company ("Undiscovered Managers"), and Undiscovered Managers
Funds, a Massachusetts business trust (the "Fund").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund desires to retain Undiscovered Managers to render
certain administrative services with respect to each investment portfolio listed
in Schedule A hereto, as the same may be amended from time to time by the
parties hereto (collectively, the "Portfolios"), and Undiscovered Managers is
willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Undiscovered Managers, at its expense, will furnish all
administrative services to the Fund, including but not limited to corporate
secretarial, treasury, blue sky services, and fund accounting services. In its
provision of such administrative services, Undiscovered Managers, among other
things, will provide: (i) suitable office space for the Fund, (ii) all necessary
administrative facilities and equipment, and (iii) bookkeeping and clerical
personnel necessary for the efficient conduct of the affairs of the Fund.
2. The Fund hereby appoints Undiscovered Managers to act as its
administrator, and will pay to Undiscovered Managers as compensation for the
services rendered and for the facilities furnished by Undiscovered Managers, a
fee computed and paid monthly at the annual rate of .25% of the average net
asset value of the Fund. Such average net asset value shall be determined by
taking an average of all the determinations of such net asset value during such
month at the close of business on each business day during such month while this
Agreement is in effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their officers hereunto duly authorized all as of the day and year
first above written.
UNDISCOVERED MANAGERS FUNDS
By ______________________________
Xxxx X. Xxxxxx, President
UNDISCOVERED MANAGERS, LLC
By ______________________________
Xxxx X. Xxxxxx, President and CEO
