Exhibit 99(h)(xii)
Form of
Fee Waiver and Expense Reimbursement Agreement
April 30, 2004
Undiscovered Managers Funds (the "Trust"), on behalf of its
Undiscovered Managers Behavioral Value Fund series (the "Fund")
Dear Sirs:
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, extraordinary expenses and expenses related to the deferred
compensation plan) to the annual rate (as a percentage of the average daily net
assets attributable to each class of shares of the Fund) of 1.60 percent for the
Fund's Class A shares and 2.10 percent for the Fund's Class B and Class C
shares.
JPMorgan Chase Bank understands and intends that the Trust will rely on
this letter agreement in preparing and filing its registration statement on Form
N-1A and in accruing the Fund's expenses for purposes of calculating net asset
value and for other purposes, and expressly permits the Trust to do so.
The initial term of this letter agreement (the "Initial Term") shall be for
a period commencing on the date first above written and ending on April 30,
2005. This letter agreement shall be renewed automatically for successive
periods of one year after the Initial Term, unless written notice of termination
is provided by JPMorgan Chase Bank to the Trust not less than 10 days prior to
the end of the then-current term.
Please acknowledge acceptance on the enclosed copy of this letter.
Very truly yours,
JPMORGAN CHASE BANK
By:
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Name:
Title:
Accepted and agreed by:
UNDISCOVERED MANAGERS FUNDS
on behalf of its Undiscovered Managers
Behavioral Value Fund series
By:
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Name:
Title:
NOTICE
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 letter agreement is executed with respect to the Fund 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 letter 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 Fund.
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