0001047469-04-002863 Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • February 2nd, 2004 • Undiscovered Managers Funds • Delaware
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FORM OF CUSTODY AGREEMENT
Custody Agreement • February 2nd, 2004 • Undiscovered Managers Funds • New York
Form of
Transfer Agency Agreement • February 2nd, 2004 • Undiscovered Managers Funds
FORM OF INTERIM SUB-ADVISORY AGREEMENT (UNDISCOVERED MANAGERS REIT FUND)
Sub-Advisory Agreement • February 2nd, 2004 • Undiscovered Managers Funds • Massachusetts
FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • February 2nd, 2004 • Undiscovered Managers Funds
Form of Fee Waiver and Expense Reimbursement Agreement January 31, 2004 Undiscovered Managers Funds (the "Trust"), on behalf of its Undiscovered Managers Behavioral Growth Fund series (the "Fund") Dear Sirs: JPMorgan Chase Bank hereby agrees to pay...
Fee Waiver and Expense Reimbursement Agreement • February 2nd, 2004 • Undiscovered Managers Funds

JPMorgan Chase Bank hereby agrees to pay any operating expenses of the Fund to the extent necessary to limit the operating expenses of the Fund (exclusive of 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 Fund) of 1.30 percent for the Fund's Institutional Class shares and 1.65 percent for the Fund's Investor Class shares.

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