EXHIBIT 99.9(d)
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FORM OF AMENDED AND RESTATED EXPENSE DEFERRAL AGREEMENT
BETWEEN THE TRUST AND UNDISCOVERED MANAGERS RELATING TO THE
BEHAVIORAL GROWTH FUND, THE SMALL CAP VALUE FUND, THE HIDDEN
VALUE FUND, THE CORE EQUITY FUND AND THE ALL CAP VALUE FUND.
AMENDED AND RESTATED
EXPENSE DEFERRAL AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT dated as of July __, 1998 by and
between UNDISCOVERED MANAGERS FUNDS, a Massachusetts business trust (the
"Trust"), on behalf of its ________________ Fund series (the "Series"), and
UNDISCOVERED MANAGERS, LLC, a Delaware limited liability company (the "Manager")
amends and restates the Expense Deferral Agreement dated December __, 1997 (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 December __, 1997 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 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 (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 and ____ percent for the Series' Investor
Class 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 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 and, subject to the ratification of this Agreement by
the Trustees of the Trust, ____ percent for the Series' Investor Class 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.
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
