EXHIBIT 99.9(c)
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FORM OF EXPENSE DEFERRAL AGREEMENT BETWEEN THE TRUST AND
UNDISCOVERED MANAGERS RELATING TO THE BEHAVIORAL VALUE FUND,
THE BEHAVIORAL LONG/SHORT FUND, THE SPECIAL SMALL CAP FUND, THE
REIT FUND, THE INTERNATIONAL EQUITY FUND AND THE INTERNATIONAL
SMALL CAP EQUITY FUND
EXPENSE DEFERRAL AGREEMENT
THIS AGREEMENT dated as of December ___, 199__ is made and entered into 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").
WHEREAS, the Manager has been appointed the investment adviser of the
Series pursuant to a Management Agreement dated December ___, 199__ 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 (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 of
the Series) of ____ percent.
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 of the Series) of
less than ____ percent. Furthermore, the amount of Deferred Fees and Expenses
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 and Expenses 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 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), 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
