UNDISCOVERED MANAGERS FUNDS, 485APOS, 1999-10-28

UNDISCOVERED MANAGERS FUNDS
485APOS, 1999-10-28

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As filed with the Securities and Exchange Commission on October 28, 1999
Registration Nos. 811-8437 and 333-37711

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 6 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 8
(Check appropriate box or boxes)

UNDISCOVERED MANAGERS FUNDS
(Exact Name of Registrant as Specified in Charter)

Plaza of the Americas
700 North Pearl Street
Dallas, Texas 75201
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, including Area Code: (214) 999-7200

Mark P. Hurley
Undiscovered Managers, LLC
Plaza of the Americas
700 North Pearl Street
Dallas, Texas 75201
(Name and Address of Agent for Service)

Copy to:
John M. Loder, Esq.
Ropes & Gray
One International Place
Boston, MA 02110

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Amendment.

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

[LOGO] undiscovered managers (TM)
UNDISCOVERED MANAGERS FUNDS

This Prospectus offers Institutional Class shares of each of the following
investment portfolios of Undiscovered Managers Funds:

* Undiscovered Managers Behavioral Growth Fund
* Undiscovered Managers Behavioral Value Fund
* Undiscovered Managers Behavioral Long/Short Fund
* Undiscovered Managers Special Small Cap Fund
* Undiscovered Managers REIT Fund
* Undiscovered Managers Small Cap Value Fund
* Undiscovered Managers Hidden Value Fund
* Undiscovered Managers Core Equity Fund
* Undiscovered Managers All Cap Value Fund
* UM International Equity Fund
* UM International Small Cap Equity Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.

The date of this Prospectus is ______________, 1999

-1-

Table of Contents

The Funds

What you should know about each Fund's investment
strategies, risks, performance, expenses and management.........................

Undiscovered Managers Behavioral Growth Fund....................................
Undiscovered Managers Behavioral Value Fund.....................................
Undiscovered Managers Behavioral Long/Short Fund................................
Undiscovered Managers Special Small Cap Fund....................................
Undiscovered Managers REIT Fund.................................................
Undiscovered Managers Small Cap Value Fund......................................
Undiscovered Managers Hidden Value Fund.........................................
Undiscovered Managers Core Equity Fund..........................................
Undiscovered Managers All Cap Value Fund........................................
UM International Equity Fund....................................................
UM International Small Cap Equity Fund..........................................
The Funds' Fees and Expenses....................................................
Other Policies and Additional Disclosure on Risks...............................
The Funds' Management...........................................................

Your Investment.................................................................

Opening and maintaining your Undiscovered
Managers account................................................................

Institutional Class Shares......................................................
How Shares are Priced...........................................................
Buying Shares...................................................................
General Shareholder Services....................................................
Selling Shares..................................................................

Dividends, Distributions and Taxes..............................................

Additional Information..........................................................

Financial Highlights............................................................

Where to get More Information about the Funds.........................Back Cover

-2-

The Funds

Undiscovered Managers Funds has eleven investment portfolios (each a "Fund," and
collectively, the "Funds"). This Prospectus offers Institutional Class shares of
the Funds.

Undiscovered Managers Behavioral Growth Fund
(the "Behavioral Growth Fund")

Investment Objective

Growth of capital

Principal Investment Strategies

The Behavioral Growth Fund seeks to achieve its objective by investing primarily
in common stocks of U.S. companies that the Fund's sub-adviser, Fuller & Thaler
Asset Management, Inc. ("Fuller & Thaler"), believes have growth
characteristics.

In selecting stocks for the Behavioral Growth Fund, Fuller & Thaler applies
principles based on behavioral studies. Fuller & Thaler believes that behavioral
biases on the part of investors may cause the market to underreact to new,
positive information concerning a company. Fuller & Thaler analyzes companies
that have recently announced higher than expected earnings, and seeks to
determine whether the market value of a company's stock fully reflects Fuller &
Thaler's expectations as to the company's future earnings and growth prospects.

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

Investing in the Behavioral Growth Fund involves risks. The Fund may not perform
as well as other investments, and as with all mutual funds, there is the risk
that you could lose money on your investment in the Fund. Factors that could
harm the investment performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and

-3-

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the Behavioral Growth Fund for the 1998 calendar year. The table
following the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the Russell 2500 Growth Index. This
performance information gives some indication of the risks of an investment in
the Fund by comparing the performance of the Fund's Institutional Class shares
with a broad measure of market performance. How the Fund has performed in the
past is not necessarily an indication of how the Fund will perform in the
future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

During the period shown in the bar chart above, the highest quarterly return of
the Fund's Institutional Class shares was __% for the quarter ended _________
and the lowest quarterly return of the Fund's Institutional Class shares was
___% for the quarter ended ____.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Behavioral Growth Fund
Russell 2500 Growth Index*

* The Russell 2500 Growth Index consists of those companies within the
2500 smallest of the 3000 largest U.S.-domiciled companies with higher
price-to-book ratios and higher forecasted growth rates. An index is a
list of stocks. It is not a managed investment portfolio like the Fund.
The returns of an index are calculated without taking into account
brokerage costs and the other expenses associated with mutual funds and
other managed investment portfolios.

-4-

Undiscovered Managers Behavioral Value Fund
(the "Behavioral Value Fund")

Investment Objective

Capital appreciation

Principal Investment Strategies

The Behavioral Value Fund seeks to achieve its objective by investing primarily
in common stocks of U.S. companies that the Fund's sub-adviser, Fuller & Thaler,
believes have value characteristics.

In selecting stocks for the Behavioral Value Fund, Fuller & Thaler applies
principles based on behavioral studies. Fuller & Thaler believes that behavioral
biases on the part of investors may cause the market to overreact to old,
negative information and underreact to new, positive information concerning a
company. In an effort to take advantage of such behavioral biases, Fuller &
Thaler begins by looking at companies that have price-to-earnings ratios below
the median in their industry group or decreasing stock values on an absolute
basis. Within such universes of stocks, Fuller & Thaler selects investments for
the Fund based on such factors as recent under-performance of the company's
stock relative to the market, significant share purchases by company insiders or
stock repurchase activity by the company.

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

Investing in the Behavioral Value Fund involves risks. The Fund may not perform
as well as other investments, and as with all mutual funds, there is the risk
that you could lose money on your investment in the Fund. Factors that could
harm the investment performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and
* The risks associated with investment in small capitalization companies
(such as more abrupt price movements, greater dependence on individual
personnel or products, limited markets and less liquidity than larger,
more established companies).

-5-

Fund Performance

The Behavioral Value Fund's performance is variable and how it has performed in
the past is not necessarily an indication of how it will perform in the future.
Since the Fund had less than a full calendar year of performance as of December
31, 1998, this Prospectus does not include a bar chart showing annual total
returns or a table showing average annual total returns compared against an
appropriate broad-based securities market index.

-6-

Undiscovered Managers Behavioral Long/Short Fund
(the "Behavioral Long/Short Fund")

Investment Objective

Growth of capital

Principal Investment Strategies

The Behavioral Long/Short Fund seeks to achieve its objective by taking long
positions in stocks of U.S. companies that the Fund's sub-adviser, Fuller &
Thaler, believes are undervalued and short positions in stocks of other U.S.
companies that Fuller & Thaler believes are overvalued.

When taking long positions for the Behavioral Long/Short Fund, Fuller & Thaler
utilizes a combination of its growth and value strategies. A portion of the
Fund's long portfolio is selected using the strategies used for selecting stocks
for the Behavioral Growth Fund. The remainder of the long portfolio is selected
using the strategies used for selecting stocks for the Behavioral Value Fund.
For a description of such strategies, see Undiscovered Managers Behavioral
Growth Fund and Undiscovered Managers Behavioral Value Fund above. When taking
short positions, Fuller & Thaler begins with universes of stocks that have high
valuation ratios and then analyzes companies within such universes that have had
recent stock issuances or where there has been a significant divestiture of
company stock by management.

In constructing the Behavioral Long/Short Fund's long and short portfolios,
Fuller & Thaler does not seek to achieve characteristics that would tend to
reduce the likelihood of divergence in the value of the two portfolios (such as
similar industry weightings). In this respect, the Fund differs from so-called
"market neutral" funds.

The dollar value of the Behavioral Long/Short Fund's long portfolio (including
cash) will at least equal the dollar value of its short portfolio, and, under
normal market conditions, the dollar value of the long portfolio (including
cash) could exceed that of the short portfolio by up to 30%. There may be
instances when Fuller & Thaler will have to terminate short positions at a time
when it would not otherwise do so in order to ensure that the market value of
all short positions does not exceed 100% of the value of the Fund's net assets.

Principal Risks

Investing in the Behavioral Long/Short Fund involves risks. The Fund may not
perform as well as other investments, and as with all mutual funds, there is the
risk that you could lose

-7-

money on your investment in the Fund. Factors that could harm the investment
performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities,
* The risks associated with investment in small capitalization
companies (such as more abrupt price movements, greater dependence
on individual personnel or products, limited markets and less
liquidity than larger, more established companies) and
* The risks associated with managing a short and a long portfolio. If
Fuller & Thaler takes long positions in stocks that underperform the
market and short positions in stocks that outperform the market, then
the losses of the Fund may exceed those of other stock mutual funds.
Furthermore, because Fuller & Thaler will manage both a long and a short
portfolio, an investment in the Fund will involve the risk that Fuller &
Thaler may make poor investment decisions more frequently than a manager
of a typical stock mutual fund with only a long portfolio. The potential
loss in managing a short portfolio is unlimited.

Fund Performance

The Behavioral Long/Short Fund's performance is variable and how it has
performed in the past is not necessarily an indication of how it will perform in
the future. Since the Fund had less than a full calendar year of performance as
of December 31, 1998, this Prospectus does not include a bar chart showing
annual total returns or a table showing average annual total returns compared
against an appropriate broad-based securities market index.

-8-

Undiscovered Managers Special Small Cap Fund
(the "Special Small Cap Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The Special Small Cap Fund seeks to achieve its objective by investing primarily
in common stocks of small cap U.S. companies that the Fund's sub-adviser,
Kestrel Investment Management Corporation ("Kestrel Management"), identifies as
having one or more of the following special characteristics:

* The company has recently been spun off or divested from a former
parent company,
* The company has announced or is conducting a program to buy back its
own stock,
* The company has made or intends to make a relatively significant
sale of assets, or
* The sub-adviser believes the company is undervalued because of other special
circumstances, such as regulatory changes affecting its industry.

Under normal market conditions, Kestrel expects that the Special Small Cap Fund
will invest at least 65% of its assets in stocks of companies in such special
situations with market capitalizations of between $50 million and $1.2 billion.
The Fund is "non-diversified."

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

Investing in the Special Small Cap Fund involves risks. The Fund may not perform
as well as other investments, and as with all mutual funds, there is the risk
that you could lose money on your investment in the Fund. Factors that could
harm the investment performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities,
* The risks of being non-diversified (greater susceptibility to risks
associated with particular issuers than a diversified fund since a
non-diversified fund may invest a greater percentage of its total
assets in securities of individual issuers, or may invest in a smaller
number of different issuers, than a diversified fund) and

-9-

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the Special Small Cap Fund for the 1998 calendar year. The table
following the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the Russell 2000 Index. This
performance information gives some indication of the risks of an investment in
the Fund by comparing the performance of the Fund's Institutional Class shares
with a broad measure of market performance. How the Fund has performed in the
past is not necessarily an indication of how the Fund will perform in the
future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/30/97)

Special Small Cap Fund
Russell 2000 Index*

* The Russell 2000 Index consists of the 2000 smallest of the 3000
largest U.S.- domiciled companies, ranked by market capitalization. An
index is a list of stocks. It is not a managed investment portfolio
like the Fund. The returns of an index are calculated without taking
into account brokerage costs and the other expenses associated with
mutual funds and other managed investment portfolios.

-10-

Undiscovered Managers REIT Fund
(the "REIT Fund")

Investment Objective

High total investment return through a
combination of capital appreciation and current income

Principal Investment Strategies

The REIT Fund seeks to achieve its objective by investing substantially all of
its assets, and in any event in normal market conditions at least 65% of its
assets, in equity securities of real estate investment trusts ("REITs"),
including REITs with relatively small market capitalization. The Fund may invest
in both equity REITs and mortgage REITs. Equity REITs take ownership interests
in real estate. Mortgage REITs invest in mortgages (loans secured by interests
in real estate).

In selecting investments for the REIT Fund, the Fund's sub-adviser, Bay Isle
Financial Corporation ("Bay Isle"), seeks to identify REITs that have good
management, strong balance sheets, above average growth in "funds from
operations" and that trade at a discount to their assets' underlying value.
"Funds from operations" generally means a REIT's net income (excluding gains (or
losses) from debt restructuring and sales of property) plus depreciation of real
property. The Fund is "non-diversified."

Principal Risks

Investing in the REIT Fund involves risks. The Fund may not perform as well as
other investments, and as with all mutual funds, there is the risk that you
could lose money on your investment in the Fund. Factors that could harm the
investment performance of the Fund include:

-11-

* The risks associated with investment in a portfolio consisting primarily of
REITs. The prices of equity REITs are affected by changes in the value of
the underlying property owned by the REITs. The prices of mortgage
REITs are affected by the quality of any credit they extend, the credit
worthiness of the mortgages they hold, as well as by the value of the
property that secures the mortgages. A REIT must distribute 95% of its
taxable income to qualify for beneficial federal tax treatment. If a REIT
is unable to qualify, then it would be taxed as a corporation and
distributions to shareholders would be reduced. Although the Fund does not
invest directly in real estate, an investment in the Fund is subject to
certain of the risks associated with the ownership of real estate. These
risks include possible declines in the value of real estate, risks related to
general and local economic conditions, possible lack of availability of
mortgage funds and changes in interest rates.

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the REIT Fund for the 1998 calendar year. The table following the bar
chart compares the average annual total returns of the Fund's Institutional
Class shares to the returns of the Morgan Stanley REIT Index. This performance
information gives some indication of the risks of an investment in the Fund by
comparing the performance of the Fund's Institutional Class shares with a broad
measure of REIT market performance. How the Fund has performed in the past is
not necessarily an indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year*

REIT Fund
Morgan Stanley REIT Index**

* The Fund commenced investment operations on January 1, 1998.
** The Morgan Stanley REIT Index is a market capitalization weighted total
return index of 129 REITs which exceed certain minimum liquidity criteria
concerning market capitalization, shares outstanding, trading volume and
per share market price. An index is a list of stocks. It is not a managed
investment portfolio like the Fund. The returns of an index are calculated
without taking into account brokerage costs and the other expenses
associated with mutual funds and other managed investment portfolios.

-13-

Undiscovered Managers Small Cap Value Fund
(the "Small Cap Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The Small Cap Value Fund seeks to achieve its objective by investing primarily
in common stocks of companies with a market float of $1.2 billion or less that
the Fund's sub-adviser, J.L. Kaplan Associates, LLC ("Kaplan Associates"),
considers to be undervalued at the time of purchase and to have the potential
for long-term capital appreciation. Market float is the total value of all the
outstanding shares of a company that are registered for public trading and does
not include shares held by company founders or other insiders that are not
freely resalable.

In selecting stocks for the Small Cap Value Fund, Kaplan Associates will
consider, among other things, the issuer's earning power and the value of the
issuer's assets.

Under normal market conditions, the Small Cap Value Fund will invest at least
65% of its total assets in common stocks of companies with a market float of
$1.2 billion or less.

Principal Risks

Investing in the Small Cap Value Fund involves risks. The Fund may not perform
as well as other investments, and as with all mutual funds, there is the risk
that you could lose money on your investment in the Fund. Factors that could
harm the investment performance of the Fund include:

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the Small Cap Value Fund for the 1998 calendar year. The table
following the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the

-14-

Russell 2000 Index. This performance information gives some indication of the
risks of an investment in the Fund by comparing the performance of the Fund's
Institutional Class shares with a broad measure of market performance. How the
Fund has performed in the past is not necessarily an indication of how the Fund
will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/30/97)

Small Cap Value Fund
Russell 2000 Index*

* The Russell 2000 Index consists of the 2000 smallest of the 3000 largest
U.S.-domiciled companies, ranked by market capitalization. An index is a
list of stocks. It is not a managed investment portfolio like the Fund. The
returns of an index are calculated without taking into account brokerage
costs and the other expenses associated with mutual funds and other managed
investment portfolios.

-15-

Undiscovered Managers Hidden Value Fund
(the "Hidden Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The Hidden Value Fund seeks to achieve its objective by investing primarily in
common stocks of companies that the Fund's sub-adviser, Kaplan Associates,
considers to be undervalued at the time of purchase and to have the potential
for long-term capital appreciation. Kaplan Associates believes that the value of
certain stocks will tend to be "hidden" from the market for reasons including
the coverage of certain companies by relatively few securities analysts.

In selecting stocks for the Hidden Value Fund, Kaplan Associates will consider,
among other things, the issuer's earning power and the value of the issuer's
assets.

Kaplan Associates expects that the median market capitalization of stocks held
by the Hidden Value Fund will ordinarily range from $800 million to $5 billion.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in common stocks.

Principal Risks

Investing in the Hidden Value Fund involves risks. The Fund may not perform as
well as other investments, and as with all mutual funds, there is the risk that
you could lose money on your investment in the Fund. Factors that could harm the
investment performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and
* The risks associated with investment in smaller capitalization
companies (such as more abrupt price movements, greater dependence on
individual personnel or products, limited markets and less liquidity
than larger, more established companies).

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the Hidden Value Fund for the 1998 calendar year. The table following
the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the

-16-

Russell Midcap Value Index. This performance information gives some indication
of the risks of an investment in the Fund by comparing the performance of the
Fund's Institutional Class shares with a broad measure of market performance.
The table also includes the returns of the Russell Midcap Index, the index
against which the Fund was formerly compared. The Fund has chosen to use the
Russell Midcap Value Index as its new comparative index because the Russell
Midcap Value Index more closely reflects the Fund's investment universe than the
Russell Midcap Index. How the Fund has performed in the past is not necessarily
an indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Hidden Value Fund
Russell Midcap Value Index*
Russell Midcap Index*

* The Russell Midcap Value Index consists of those companies within the 800
smallest of the 1000 largest U.S.-domiciled companies with lower
price-to-book ratios and lower forecasted growth rates. The Russell Midcap
Index consists of the 800 smallest of the 1000 largest U.S.-domiciled
companies, ranked by market capitalization. An index is a list of stocks.
It is not a managed investment portfolio like the Fund. The returns of an
index are calculated without taking into account brokerage costs and the
other expenses associated with mutual funds and other managed investment
portfolios.

-17-

Undiscovered Managers Core Equity Fund
(the "Core Equity Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The Core Equity Fund seeks to achieve its objective by investing substantially
all of its assets in common stocks of well-established, high-quality U.S.
companies.

In selecting investments for the Core Equity Fund, the Fund's sub-adviser, Waite
& Associates, L.L.C. ("Waite"), will consider, among other things, its
expectations as to the relative performance of various sectors of the economy
and the relative growth prospects of different companies within such sectors.

Although the common stocks in which the Core Equity Fund invests will typically
have larger market capitalization, the Fund may invest in stocks with
capitalization as low as $1 billion. Under normal market conditions, the Fund
will invest substantially all of its assets in common stocks.

Principal Risks

Investing in the Core Equity Fund involves risks. The Fund may not perform as
well as other investments, and as with all mutual funds, there is the risk that
you could lose money on your investment in the Fund. Factors that could harm the
investment performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund and
* Potentially rapid price changes (volatility) of equity securities.

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the Core Equity Fund for the 1998 calendar year. The table following
the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the Russell 1000 Index. This
performance information gives some indication of the risks of an investment in
the Fund by comparing the performance of the Fund's Institutional Class shares
with a broad measure of market performance. The table also includes the returns
of the S&P 500 Index, the index against which the Fund was formerly compared.
The Fund has chosen to

-18-

use the Russell 1000 Index as its new comparative index because the Russell 1000
Index more closely reflects the Fund's investment universe than the S&P 500
Index. How the Fund has performed in the past is not necessarily an indication
of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Core Equity Fund
Russell 1000 Index*
S&P 500 Index*

* The Russell 1000 Index consists of the 1000 largest U.S.-domiciled
companies, ranked by market capitalization. The S&P 500 Index is a market
value-weighted index of common stock prices for 500 selected stocks. An
index is a list of stocks. It is not a managed investment portfolio like
the Fund. The returns of an index are calculated without taking into
account brokerage costs and the other expenses associated with mutual funds
and other managed investment portfolios.

-19-

Undiscovered Managers All Cap Value Fund
(the "All Cap Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The All Cap Value Fund seeks to achieve its objective by investing in common
stocks of companies of any market capitalization (small-, mid- or large-cap)
that its sub-adviser, E.R. Taylor Investments, Inc. ("E.R. Taylor"), believes
are undervalued and therefore offer above-average potential for capital growth.

In selecting stocks for the All Cap Value Fund, E.R. Taylor will consider, among
other things, the issuer's cash flow, price-to-book ratio, return on capital,
balance sheet and management.

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

Investing in the All Cap Value Fund involves risks. The Fund may not perform as
well as other investments, and as with all mutual funds, there is the risk that
you could lose money on your investment in the Fund. Factors that could harm the
investment performance of the Fund include:

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund and
* Potentially rapid price changes (volatility) of equity securities.

Fund Performance

The bar chart below shows the annual total return of the Institutional Class
shares of the All Cap Value Fund for the 1998 calendar year. The table following
the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the Russell 1000 Value Index. This
performance information gives some indication of the risks of an investment in
the Fund by comparing the performance of the Fund's Institutional Class shares
with a broad measure of market performance. The table also includes the returns
of the S&P 500 Index, the index against which the Fund was formerly compared.
The Fund has chosen to use the Russell 1000 Value Index as its new comparative
index because the Russell 1000 Value Index more closely reflects the Fund's
investment universe than the S&P 500

-20-

Index. How the Fund has performed in the past is not necessarily an indication
of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart]*

* The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

All Cap Value Fund
Russell 1000 Value Index*
S&P 500 Index*

* The Russell 1000 Value Index consists of those companies within the 1000
largest U.S.- domiciled companies with lower price-to-book ratios and lower
forecasted growth rates. The S&P 500 Index is a market value-weighted index
of common stock prices for 500 selected stocks. An index is a list of
stocks. It is not a managed investment portfolio like the Fund. The returns
of an index are calculated without taking into account brokerage costs and
the other expenses associated with mutual funds and other managed
investment portfolios.

-21-

UM International Equity Fund
(the "International Equity Fund")

Investment Objective

Capital appreciation

Principal Investment Strategies

The International Equity Fund seeks to achieve its objective by investing in
common stocks or other equity securities of issuers of any market capitalization
(small-, mid- or large-cap) that are principally traded on any of the stock
markets of Europe, Asia, Australia or New Zealand.

Although permitted to invest in equity securities that are principally traded on
any of the foregoing stock markets, the International Equity Fund will not,
under normal market conditions, invest more than 15% of its total assets in
issuers whose equity securities are not principally traded on stock markets in
countries included in the Morgan Stanley Capital International Europe,
Australasia, Far East ("EAFE") Index. As of the date of this Prospectus, the
countries included in the EAFE Index were:

Australia France Japan Singapore
Austria Germany Netherlands Spain
Belgium Hong Kong New Zealand Sweden
Denmark Ireland Norway Switzerland
Finland Italy Portugal United Kingdom

In selecting investment securities for the International Equity Fund, the Fund's
sub-adviser, Unibank Securities, Inc. ("Unibank"), employs a thematic investment
process which focuses on identifying structural changes and understanding the
implications of these changes and then identifying investable opportunities that
result from these changes.

Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities.

Principal Risks

Investing in the International Equity Fund involves risks. The Fund may not
perform as well as other investments, and as with all mutual funds, there is the
risk that you could lose money on your investment in the Fund. Factors that
could harm the investment performance of the Fund include:

-22-

* A general decline in the stock markets of Europe, Asia, Australia or
New Zealand,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and
* The risks associated with investment in foreign securities generally, which
include fluctuations in the value of the U.S. dollar relative to other
countries' currencies, higher volatility than U.S. securities and limited
liquidity, risks of unfavorable political and economic developments in
foreign countries, and less extensive or reliable information about foreign
companies than about U.S. companies.

Fund Performance

The International Equity Fund's performance is variable and how it has performed
in the past is not necessarily an indication of how it will perform in the
future. Since the Fund had less than a full calendar year of performance as of
December 31, 1998, this Prospectus does not include a bar chart showing annual
total returns or a table showing average annual total returns compared against
an appropriate broad-based securities market index.

-23-

UM International Small Cap Equity Fund
(the "International Small Cap Equity Fund")

Investment Objective

Capital appreciation

Principal Investment Strategies

The International Small Cap Equity Fund seeks to achieve its objective by
investing primarily in common stocks or other equity securities of small cap
issuers (issuers with a market cap below $1.5 billion) that are principally
traded on any of the stock markets of Europe, Asia, Australia or New Zealand.

Although permitted to invest in equity securities that are principally traded on
any of the foregoing stock markets, the International Small Cap Equity Fund will
not, under normal market conditions, invest more than 15% of its total assets in
issuers whose equity securities are not principally traded on stock markets in
countries included in the EAFE Index. A list of the EAFE Index countries is
included in the description of the International Equity Fund above.

In selecting investment securities for the International Small Cap Equity Fund,
the Fund's sub- adviser, Unibank, employs a thematic investment process which
focuses on identifying structural changes and understanding the implications of
these changes and then identifying investable opportunities that result from
these changes.

Under normal market conditions, the International Small Cap Equity Fund will
invest substantially all of its assets in equity securities and will invest at
least 65% of its total assets in equity securities of issuers with market
capitalizations, at the time of purchase, of under $1.5 billion.

Principal Risks

Investing in the International Small Cap Equity Fund involves risks. The Fund
may not perform as well as other investments, and as with all mutual funds,
there is the risk that you could lose money on your investment in the Fund.
Factors that could harm the investment performance of the Fund include:

-24-

* The risks associated with investment in small capitalization companies
(such as more abrupt price movements, greater dependence on individual
personnel or products, limited markets and less liquidity than larger,
more established companies) and
* The risks associated with investment in foreign securities generally,
which include fluctuations in the value of the U.S. dollar relative to
other countries' currencies, higher volatility than U.S. securities and
limited liquidity, risks of unfavorable political and economic
developments in foreign countries, and less extensive or reliable
information about foreign companies than about U.S. companies.

Fund Performance

The International Small Cap Equity Fund's performance is variable and how it has
performed in the past is not necessarily an indication of how it will perform in
the future. Since the Fund had less than a full calendar year of performance as
of December 31, 1998, this Prospectus does not include a bar chart showing
annual total returns or a table showing average annual total returns compared
against an appropriate broad-based securities market index.

-25-

The Funds' Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and
hold Institutional Class shares of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Behavioral Behavioral Behavioral
Growth Fund Value Fund Long/Short Fund

Institutional Institutional Institutional
Class Class Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases............................. none none none
Maximum Deferred Sales Charge (Load)......................................... none none none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................. none none none
Redemption Fees (as a percentage of amount redeemed, if applicable)(1)....... none 1.00%(2) 1.00%(2)
Exchange Fees (as a percentage of amount exchanged, if applicable)........... none 1.00%(2) 1.00%(2)

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.95% 1.05% 1.55%
Distribution (12b-1) Fees.................................................... none none none
Other Expenses............................................................... _____% _____% _____%(3)
Total Annual Fund Operating Expenses......................................... _____% _____% _____%(3)
Fee Reduction and/or Expense Reimbursement(4)................................ _____% _____% _____%
Net Expenses(4).............................................................. 1.30% 1.40% 2.00%(3)
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

This Example assumes that you invest $10,000 in each Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. This
Example also assumes that your investment has a 5% return each year and that
each Fund's operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Behavioral Growth Fund Behavioral Value Fund Behavioral Long/Short Fund
Redemption No Redemption Redemption No Redemption Redemption No Redemption

One Year................. $ $ $ $ $ $
Three Years.............. $ $ $ $ $ $
Five Years............... $ $ $ $ $ $
Ten Years................ $ $ $ $ $ $
</TABLE>

(1) Redemptions by wire transfer are subject to a wire fee (currently $5) that
is deducted from the redemption proceeds.
(2) A contingent redemption fee in the amount of 1.00% is imposed on redemptions
and exchanges of Fund shares held for one year or less from the time of
purchase. The contingent redemption fee does not apply to reinvested
dividends. See Selling Shares -- Contingent Redemption Fee below.
(3) Other Expenses, Total Annual Fund Operating Expenses and Net Expenses do
not include dividend expenses incurred in connection with short sales,
which are included in and reduce the investment return of the Fund.
Dividend expenses were ___% for the Fund's last fiscal year.

-26-

(4) Undiscovered Managers, LLC, the Funds' investment adviser, has
contractually agreed, through December 31, 2000, to reduce its fees and/or
pay the expenses of the Funds' Institutional Class shares in order to limit
such class's expenses (exclusive of brokerage costs, interest, taxes,
dividends payable with respect to securities sold short (in the case of the
Behavioral Long/Short Fund) and extraordinary expenses) to the percentages
of net assets shown above, subject to later reimbursement by such Funds in
certain circumstances. See The Funds' Management -- Fund Expenses below.

-27-

Special Small REIT Small Cap
Cap Fund Fund Value Fund

Institutional Institutional Institutional
Class Class Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases.................... none none none
Maximum Deferred Sales Charge (Load)................................ none none none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends......... none none none
Redemption Fees(1).................................................. none none none
Exchange Fees ...................................................... none none none

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees................................................. Fees vary from 0.65% to 1.05% 1.05%
1.65% based on the
investment performance
of the Fund relative to a
benchmark (2)
Distribution (12b-1) Fees....................................... none none none
Other Expenses.................................................. _____% _____% _____%
Total Annual Fund Operating Expenses............................ _____% _____% _____%
Fee Reduction and/or Expense Reimbursement(3)................... _____% _____% _____%
Net Expenses(3)................................................. Net Expenses vary from 1.40% 1.40%
1.20% to 2.20% based on,
among other things, the
investment performance
of the Fund relative to
a benchmark
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

Special Small Cap Fund REIT Fund Small Cap Value Fund
Redemption No Redemption Redemption No Redemption Redemption No Redemption

One Year................. $ $ $ $ $ $
Three Years.............. $ $ $ $ $ $
Five Years............... $ $ $ $ $ $
Ten Years................ $ $ $ $ $ $
</TABLE>

(1) Redemptions by wire transfer are subject to a wire fee (currently $5) that
is deducted from the redemption proceeds.
(2) The fee rate is determined by adding to (or subtracting from) 1.15%
one-fifth of the number of basis points by which the total return of the
Fund during the one-year period ending at the end of a quarter exceeds (or
falls short of) the total return

-28-

of the Russell 2000 Index during the one-year period ending at the end of
such quarter. The annual advisory fee rate will not be more than 1.65% or
less than 0.65%. See The Funds Management below.

(3) Undiscovered Managers, LLC, the Funds' investment adviser, has
contractually agreed, through December 31, 2000, to reduce its fees and/or
pay the expenses of the Funds' Institutional Class shares in order to limit
such class's expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) to the percentages of net assets shown above,
subject to later reimbursement by such Funds in certain circumstances. See
The Funds' Management -- Fund Expenses below.

-29-

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Hidden Core Equity All Cap
Value Fund Fund Value Fund

Institutional Institutional Institutional
Class Class Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases............................. none none none
Maximum Deferred Sales Charge (Load)......................................... none none none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................. none none none
Redemption Fees(1)........................................................... none none none
Exchange Fees ............................................................... none none none

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.95% 0.74% 0.74%
Distribution (12b-1) Fees.................................................... none none none
Other Expenses............................................................... _____% _____% _____%
Total Annual Fund Operating Expenses......................................... _____% _____% _____%
Fee Reduction and/or Expense Reimbursement(2)................................ _____% _____% _____%
Net Expenses(2).............................................................. 1.30% 0.99% 0.99%
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

Hidden Value Fund Core Equity Fund All Cap Value Fund
Redemption No Redemption Redemption No Redemption Redemption No Redemption

One Year................. $ $ $ $ $ $
Three Years.............. $ $ $ $ $ $
Five Years............... $ $ $ $ $ $
Ten Years................ $ $ $ $ $ $
</TABLE>

(1) Redemptions by wire transfer are subject to a wire fee (currently $5) that
is deducted from the redemption proceeds.
(2) Undiscovered Managers, LLC, the Funds' investment adviser, has
contractually agreed, through December 31, 2000, to reduce its fees
and/or pay the expenses of the Funds' Institutional Class shares in
order to limit such class's expenses (exclusive of brokerage costs,
interest, taxes and extraordinary expenses) to the percentages of net
assets shown above, subject to later reimbursement by such Funds in
certain circumstances. See The Funds' Management -- Fund Expenses below.

-30-

International International
Equity Small Cap
Fund Equity Fund

Institutional Institutional
Class Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases............................. none none
Maximum Deferred Sales Charge (Load)......................................... none none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................. none none
Redemption Fees (as a percentage of amount redeemed, if applicable)(1)....... 1.00%(2) 1.00%(2)
Exchange Fees (as a percentage of amount exchanged, if applicable)........... 1.00%(2) 1.00%(2)

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.95% 1.15%
Distribution (12b-1) Fees.................................................... none none
Other Expenses............................................................... _____% _____%
Total Annual Fund Operating Expenses......................................... _____% _____%
Fee Reduction and/or Expense Reimbursement(3)................................ _____% _____%
Net Expenses(3).............................................................. 1.45% 1.60%
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

International Equity Fund International Small Cap Equity Fund
Redemption No Redemption Redemption No Redemption

One Year................. $ $ $ $
Three Years.............. $ $ $ $
Five Years............... $ $ $ $
Ten Years................ $ $ $ $

(1) Redemptions by wire transfer are subject to a wire fee (currently $5) that
is deducted from the redemption proceeds.
(2) A contingent redemption fee in the amount of 1.00% is imposed on
redemptions and exchanges of Fund shares held for one year or less from
the time of purchase. The contingent redemption fee does not apply to
reinvested dividends. See Selling Shares -- Contingent Redemption Fee
below.
(3) Undiscovered Managers, LLC, the Funds' investment adviser, has
contractually agreed, through December 31, 2000, to reduce its fees and/or
pay the expenses of the Funds' Institutional Class shares in order to limit
such class's expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) to the percentages of net assets shown above,
subject to later reimbursement by such Funds in certain circumstances. See
The Funds' Management -- Fund Expenses below.
</TABLE>

-31-

Other Policies and Additional Disclosure on Risks

Other Policies
Additional Fund Investments
Each Fund may invest its cash in repurchase agreements and other cash
instruments pending investment in equity securities.

Portfolio Turnover
The portfolio turnover rate for each Fund is included in the Financial
Highlights section of this Prospectus. The Funds are actively managed and
consequently may engage in frequent trading of portfolio securities. High
portfolio turnover results in higher brokerage and other expenses, which could
reduce Fund performance. High portfolio turnover also may increase the amount of
taxes payable by a Fund's shareholders.

Investment Objectives and Policies of the Funds
The investment objectives and policies of the Funds can be changed without
shareholder approval, except for the policies that are identified in the Funds'
Statement of Additional Information (the "SAI") as "fundamental."

More About Risk
Common Stocks and Other Equity Securities
The Funds invest mostly in "common stocks." "Common stocks" represent an
ownership interest in a company. The Funds can also invest in securities that
can be exercised for or converted into common stocks (such as warrants or
convertible preferred stock). While offering greater potential for long-term
growth, common stocks and similar equity securities are more volatile and more
risky than some other forms of investment. Therefore, the value of your
investment in a Fund may sometimes decrease instead of increase. Each Fund may
invest in equity securities of companies with relatively small market
capitalization. Securities of such companies may be more volatile than the
securities of larger, more established companies and the broad equity market
indices. See Small Companies below. Each Fund's investments may include
securities traded "over-the-counter" as well as those traded on a securities
exchange. Some over-the-counter securities may be more difficult to sell under
some market conditions.

Convertible securities include other securities, such as warrants, that provide
an opportunity for equity participation. Because convertible securities can be
converted into equity securities, their values will normally increase or
decrease as the values of the underlying equity securities increase or decrease.
The movements in the prices of convertible securities, however, may be smaller
than the movements in the value of the underlying equity securities.

-32-

Small Companies
All of the Funds may invest in companies with relatively small market
capitalization, and the Special Small Cap Fund, the Small Cap Value Fund and the
International Small Cap Equity Fund will invest primarily in such companies.

Investments in companies with relatively small capitalization may involve
greater risk than is usually associated with stocks of larger companies. These
companies often have sales and earnings growth rates which exceed those of
companies with larger capitalization. Such growth rates may in turn be reflected
in more rapid share price appreciation. However, companies with smaller
capitalization often have limited product lines, markets or financial resources
and may be dependent upon a relatively small management group. The securities
may have limited marketability and may be subject to more abrupt or erratic
movements in price than securities of companies with larger capitalization or
market averages in general. The net asset value per share of Funds that invest
in companies with smaller capitalization therefore may fluctuate more widely
than market averages.

Short Sales
The Behavioral Long/Short Fund will make short sales of securities. A short sale
is a transaction in which the Fund sells a security it does not own in
anticipation that the market price of that security will decline. When the Fund
makes a short sale, it must borrow the security sold short from a lender, such
as a broker or other institution, and deliver it to the other party to the
transaction. The Fund is obligated to return the security to the lender on
demand. The Fund does this by buying the security back and delivering it to the
lender. The Fund will incur a loss as a result of a short sale if the price of
the borrowed security increases between the date of the short sale and the date
on which the Fund delivers the security back to the lender. The Fund will
realize a gain if the security declines in price between those dates. There can
be no assurance that the Fund will be able to close out a short position at any
particular time or at an acceptable price. Although the Fund's gain is limited
to the amount at which it sold a security short, its potential loss is limited
only by the maximum attainable price of the security less the price at which the
security was sold short. Until the security sold short is replaced, the Fund is
required to repay the lender any dividends or interest that accrue during the
period of the loan. To borrow the security, the Fund also may be required to pay
a premium. The Fund also will incur transaction costs in effecting short sales.
The amount of any gain resulting from a short sale will be decreased, and the
amount of any loss increased, by the amount of premiums, dividends, interest or
expenses the Fund may be required to pay in connection with a short sale.

Until the Fund replaces a borrowed security, it will keep in a special account
with its custodian cash, U.S. Government securities or other liquid securities
such that the amount in the account plus any amount deposited with a broker or
other custodian as collateral will at least equal the current market value of
the security sold short. Depending on arrangements made with such broker or
custodian, the Fund may not receive any payments (including interest) on
collateral deposited with such broker or custodian. The Fund will not make a
short sale if, after giving

-33-

effect to such sale, the market value of all short positions exceeds 100% of the
value of the Fund's net assets. The Fund's use of short sales may result in the
Fund realizing more short-term capital gains (generally subject to tax at
ordinary income tax rates) than it would if it did not engage in short sales.

Real Estate Investment Trusts
The REIT Fund will invest primarily in shares of REITs. REITs pool investors'
funds for investment primarily in income producing real estate or real estate
related loans or interests. Under the Internal Revenue Code of 1986, as amended
(the "Code"), a REIT is not taxed on income it distributes to its shareholders
if it complies with several requirements relating to its organization,
ownership, assets and income and a requirement that it generally distribute to
its shareholders at least 95% of its taxable income (other than net capital
gains) for each taxable year. REITs can generally be classified as Equity REITs,
Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of
their assets directly in real property, derive their income primarily from
rents. Equity REITs can also realize capital gains by selling properties that
have appreciated in value. Mortgage REITs, which invest the majority of their
assets in real estate mortgages, derive their income primarily from interest
payments. Hybrid REITs combine the characteristics of both Equity REITs and
Mortgage REITs.

While the Fund will not invest in real estate directly, the Fund may be subject
to risks similar to those associated with the direct ownership of real estate
(in addition to securities market risks) because of its policy of concentrating
its investments in the real estate industry. These risks include declines in the
value of real estate, risks related to general and local economic conditions,
dependency on management skill, heavy cash flow dependency, possible lack of
availability of mortgage funds, overbuilding, extended vacancies of properties,
increased competition, increases in property taxes and operating expenses,
changes in zoning laws, losses due to costs resulting from the clean-up of
environmental problems, liability to third parties for damages resulting from
environmental problems, casualty or condemnation losses, limitations on rents,
changes in neighborhood values and in the appeal of properties to tenants and
changes in interest rates.

In addition to these risks, Equity REITs may be affected by changes in the value
of the underlying property owned by the trusts, while Mortgage REITs may be
affected by the quality of any credit they extend. Further, Equity REITs and
Mortgage REITs are dependent upon management skills and generally may not be
diversified. Equity REITs and Mortgage REITs are also subject to heavy cash flow
dependency, defaults by borrowers and self-liquidation. In addition, Equity
REITs and Mortgage REITs could fail to qualify for tax-free pass-through of
income under the Code. There is also the risk that borrowers under mortgages
held by a REIT or lessees of property that a REIT owns may be unable to meet
their obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in enforcing its rights as a mortgagee or
lessor and may incur substantial costs associated with protecting its
investments. In addition to the foregoing risks, certain "special purpose" REITs
in which the Fund may invest may have their assets in specific real estate
sectors, such as hotel REITs,

-34-

nursing home REITs or warehouse REITs, and are therefore subject to the risks
associated with adverse developments in these sectors.

Foreign Securities
The International Equity and International Small Cap Equity Funds (the
"International Funds") will invest primarily in foreign securities. Investments
in foreign securities present risks not typically associated with investments in
comparable securities of U.S. issuers.

Since most foreign securities are denominated in foreign currencies or traded
primarily in securities markets in which settlements are made in foreign
currencies, the value of these investments and the net investment income
available for distribution to shareholders of the International Funds may be
affected favorably or unfavorably by changes in currency exchange rates or
exchange control regulations. Because the International Funds may purchase
securities denominated in foreign currencies, a change in the value of any such
currency against the U.S. dollar will result in a change in the U.S. dollar
value of the Funds' assets and the Funds' income available for distribution.

In addition, although the International Funds' income may be received or
realized in foreign currencies, the Funds will be required to compute and
distribute their income in U.S. dollars. Therefore, if the value of a currency
relative to the U.S. dollar declines after a Fund's income has been earned in
that currency, translated into U.S. dollars and declared as a dividend, but
before payment of such dividend, the Fund could be required to liquidate
portfolio securities to pay such dividend. Similarly, if the value of a currency
relative to the U.S. dollar declines between the time a Fund incurs expenses in
U.S. dollars and the time such expenses are paid, the amount of such currency
required to be converted into U.S. dollars in order to pay such expenses in U.S.
dollars will be greater than the equivalent amount in such currency of such
expenses at the time they were incurred.

There may be less information publicly available about a foreign corporate or
government issuer than about a U.S. issuer, and foreign corporate issuers are
not generally subject to accounting, auditing and financial reporting standards
and practices comparable to those in the United States. The securities of some
foreign issuers are less liquid and at times more volatile than securities of
comparable U.S. issuers. Foreign brokerage commissions and securities custody
costs are often higher than those in the United States, and judgments against
foreign entities may be more difficult to obtain and enforce. With respect to
certain foreign countries, there is a possibility of governmental expropriation
of assets, confiscatory taxation, political or financial instability and
diplomatic developments that could affect the value of investments in those
countries. The receipt of interest on foreign government securities may depend
on the availability of tax or other revenues to satisfy the issuer's
obligations.

The International Funds' investments in foreign securities may include
investments in emerging or developing countries, whose economies or securities
markets are not yet highly developed. Special risks associated with these
investments (in addition to the risks associated with foreign

-35-

investments generally) may include, among others, greater political
uncertainties, an economy's dependence on revenues from particular commodities
or on international aid or development assistance, currency transfer
restrictions, highly limited numbers of potential buyers for such securities and
delays and disruptions in securities settlement procedures.

The International Funds may invest in foreign equity securities either by
purchasing such securities directly or by purchasing "depository receipts."
Depository receipts are instruments issued by a bank that represent an interest
in equity securities held by arrangement with the bank. Depository receipts can
be either "sponsored" or "unsponsored." Sponsored depository receipts are issued
by banks in cooperation with the issuer of the underlying equity securities.
Unsponsored depository receipts are arranged without involvement by the issuer
of the underlying equity securities. Less information about the issuer of the
underlying equity securities may be available in the case of unsponsored
depository receipts.

In determining whether to invest in securities of foreign issuers, Unibank will
consider the likely effects of foreign taxes on the net yield available to the
International Funds and to their shareholders. Compliance with foreign tax law
may reduce each such Fund's net income available for distribution to its
shareholders.

Foreign Currency
Most foreign securities in the International Funds' portfolios will be
denominated in foreign currencies or traded in securities markets in which
settlements are made in foreign currencies. Similarly, any income on such
securities is generally paid to the Fund holding such securities in foreign
currencies. The value of these foreign currencies relative to the U.S. dollar
varies continually, causing changes in the dollar value of the Fund's portfolio
investments (even if the local market price of the investments is unchanged) and
changes in the dollar value of the Fund's income available for distribution to
its shareholders. The effect of changes in the dollar value of a foreign
currency on the dollar value of the Fund's assets and on the net investment
income available for distribution may be favorable or unfavorable.

The International Funds may incur costs in connection with conversions between
various currencies. In addition, each International Fund may be required to
liquidate portfolio assets, or may incur increased currency conversion costs, to
compensate for a decline in the dollar value of a foreign currency occurring
between the time when the Fund declares and pays a dividend, or between the time
when the Fund accrues and pays an operating expense in U.S. dollars.

Currency Hedging Transactions
Each of the International Funds may, at the discretion of Unibank, engage in
foreign currency exchange transactions, in connection with the purchase and sale
of portfolio securities, to protect the value of specific portfolio positions or
in anticipation of changes in relative values of currencies in which current or
future Fund portfolio holdings are denominated or quoted. Currency hedging
transactions may include forward contracts (contracts with another party to

-36-

buy or sell a currency at a specified price on a specified date), futures
contracts (which are similar to forward contracts but are traded on an exchange)
and options to buy or sell currencies and currency futures contracts. For more
information on foreign currency hedging transactions, see the SAI. Unibank
expects to engage in currency hedging transactions only under unusual
circumstances. Therefore, investors in the International Funds will ordinarily
be exposed to the risks associated with fluctuations in the value of the U.S.
dollar relative to the currencies in which those Funds' portfolio securities
trade.

"Year 2000" Matters
Many of the services provided to the Funds depend on the smooth functioning of
computer systems. Many systems in use today cannot distinguish between the year
1900 and the year 2000. Should any of the service systems of a Fund fail to
process information properly, such failure could have an adverse impact on the
Fund's operations and services provided to shareholders. Undiscovered Managers,
the sub-advisers and the distributor, administrator, sub- administrator,
transfer agent, custodians and certain other service providers to each of the
Funds have reported that each expects to modify its systems, as necessary, prior
to January 1, 2000 to address this so-called "Year 2000 problem." However, there
can be no assurance that the problem will be corrected in all respects and that
the Funds' operations and services provided to shareholders will not be
adversely affected.

-37-

The Funds' Management

Investment Adviser
The Funds are advised by Undiscovered Managers, LLC ("Undiscovered Managers"),
700 North Pearl Street, Dallas, Texas 75201. Undiscovered Managers was organized
in 1997 and has responsibility for the management of the Funds' affairs, under
the supervision of Undiscovered Managers Funds' Board of Trustees. Each Fund's
investment portfolio is managed on a day-to-day basis by that Fund's
sub-adviser, under the general oversight of Undiscovered Managers and the Board
of Trustees. Undiscovered Managers monitors and evaluates each sub-adviser to
help assure that the sub-adviser is managing its Fund consistently with the
Fund's investment objective and restrictions and applicable laws and guidelines.
Undiscovered Managers does not, however, determine what investments will be
purchased or sold for a Fund.

Each Fund that has completed a least a full fiscal year of investment operations
as of the date of this Prospectus paid to Undiscovered Managers for services
rendered during such Fund's fiscal year ended August 31, 1999, a management fee
at the following annual percentage rates of such Fund's daily net assets,
subject to the fee deferral arrangements described below:

Fund Fee Rate
---- --------
Behavioral Growth Fund 0.95%
Special Small Cap Fund _____*
REIT Fund 1.05%
Small Cap Value Fund 1.05%
Hidden Value Fund 0.95%
Core Equity Fund 0.74%
All Cap Value Fund 0.74%

* The advisory fee rate for the Special Small Cap Fund varies depending on the
investment performance of the Fund. The applicable fee rate is determined by
adding to (or subtracting from) 1.15% one-fifth of the number of basis points by
which the total return of the Fund during the one-year period ending at the end
of a quarter exceeds (or falls short of) the total return of the Russell 2000
Index during the one-year period ending at the end of such quarter. The advisory
fee rate will not exceed the annual rate of 1.65% nor be less than the annual
rate of 0.65%. Prior to December 30, 1998, the annual advisory fee rate for the
Special Small Cap Fund was 1.15%. The Fund uses the Russell 2000 Index as the
standard of performance comparison because that index is well known to investors
and is commonly regarded as representative of the performance of United States
smaller capitalization stocks. The sponsor of the Russell 2000 Index does not
sponsor and is not in any other way affiliated with the Fund.

As described above, the advisory fee rate for the Special Small Cap Fund varies
depending on the investment performance of the Fund. The following table
provides information concerning a range of potential advisory fee rates for the
Fund.

Special Small Cap Fund
Total Return Differential Fee
with respect to Russell 2000 Index Percentage
---------------------------------- ----------
-2.5% 0.65%*
-1.5% 0.85%

-38-

0% 1.15%
1.5% 1.45%
2.5% 1.65%**

* Minimum advisory fee rate even if the total return of the
Russell 2000 Index exceeds the total return of the Fund by
more than 2.5%.
** Maximum advisory fee rate even if the total return of the Fund
exceeds the total return of the Russell 2000 Index by more
than 2.5%.

For each Fund that has not completed a least a full fiscal year of investment
operations as of the date of this Prospectus, such Fund pays to Undiscovered
Managers a management fee at the following annual percentage rates of such
Fund's daily net assets, subject to the fee deferral arrangements described
below:

Fund Fee Rate
Behavioral Value Fund 1.05%
Behavioral Long/Short Fund 1.55%
International Equity Fund 0.95%
International Small Cap Equity Fund 1.15%

Sub-Advisers and Portfolio Managers
Fuller & Thaler, formerly known as RJF Asset Management, Inc., is the
sub-adviser to the Behavioral Growth Fund, the Behavioral Value Fund and the
Behavioral Long/Short Fund. As sub-adviser, Fuller & Thaler provides day-to-day
management of such Funds' portfolios. Fuller & Thaler, 411 Borel Avenue, Suite
402, San Mateo, California 94402, was founded in 1993, and currently serves as
an investment adviser to pension and profit sharing plans, academic institutions
and other institutional investors.

Russell J. Fuller and Frederick W. Stanske have day-to-day responsibility for
managing the Behavioral Growth Fund's portfolio. Mr. Fuller founded Fuller &
Thaler and has served as its President since 1993. He was a Vice President of
Strategic Development of Concord Capital Management from 1990 to 1993, and a
Professor of Finance and Chair of the Department of Finance at Washington State
University from 1984 to 1990. Mr. Stanske joined Fuller & Thaler in 1996 as Vice
President and Portfolio Manager and became Senior Vice President and Portfolio
Manager in 1997. Prior to joining Fuller & Thaler, Mr. Stanske was employed as a
Securities Analyst at Farmers Insurance Group from 1987 to 1989 and as a Vice
President and Research Analyst at Fisher Investments from 1989 to 1996.

Russell J. Fuller and Mark Moon have day-to-day responsibility for managing the
Behavioral Value Fund's portfolio. Mr. Moon joined Fuller & Thaler in January,
1999 as Vice President and Portfolio Manager. Prior to joining Fuller & Thaler,
Mr. Moon was employed as Chief Investment Officer at Heidt Capital Group, LLC
from 1995 to 1998 and as Assistant Treasurer at AMGEN INC. from 1989 to 1995.

-39-

Russell J. Fuller, Frederick W. Stanske and Mark Moon have day-to-day
responsibility for managing the Behavioral Long/Short Fund's long portfolio, and
Mr. Stanske and Mr. Moon have day-to-day responsibility for managing the
Behavioral Long/Short Fund's short portfolio.

Kestrel Management is the sub-adviser to the Special Small Cap Fund. As
sub-adviser, Kestrel Management provides day-to-day management of the Fund's
portfolio. Kestrel Management, 411 Borel Avenue, Suite 403, San Mateo,
California 94402, was founded in 1993, and serves as an investment adviser for
pension and profit sharing plans, trusts, charitable organizations, and other
institutional and individual investors.

David J. Steirman and Abbott J. Keller have day-to-day responsibility for
managing the Special Small Cap Fund's portfolio. Messrs. Steirman and Keller
have served as President and Chief Investment Officer, respectively, of Kestrel
Management since founding the firm in 1993. Messrs. Steirman and Keller have
worked together in the investment management business for more than 20 years,
having served from 1981 to 1993 as vice president and investment strategist,
respectively, at Concord Capital Management, and having both been employed
before that at American National Bank of Chicago.

Bay Isle is the sub-adviser to the REIT Fund. As sub-adviser, Bay Isle provides
day-to-day management of the Fund's portfolio. Bay Isle, 160 Sansome Street, San
Francisco, California 94104, was founded in 1986, and serves as an investment
adviser to pension and profit sharing plans, trusts, charitable organizations,
and other institutional and individual investors.

William F.K. Schaff has day-to-day responsibility for managing the REIT Fund's
portfolio. He receives significant analytical assistance from Bay Isle's chief
REIT analyst, Ralph L. Block. Mr. Schaff has served as a portfolio manager and
Chief Investment Officer of Bay Isle since 1989. Mr. Block has nearly 30 years'
experience investing in REITs and is the author of a recent book on REIT
investing, The Essential REIT. Mr. Block has served as a REIT analyst for Bay
Isle since 1993. Mr. Block was also a Partner of the law firm of Graven Perry
Block Brody & Qualls from 1969 to 1995.

Kaplan Associates is the sub-adviser to the Small Cap Value Fund and the Hidden
Value Fund. As sub-adviser, Kaplan Associates provides day-to-day management of
such Funds' portfolios. Kaplan Associates, 222 Berkeley Street, Suite 2010,
Boston, Massachusetts 02116, is the successor firm to J.L. Kaplan Associates, an
investment advisory firm founded in 1976. Kaplan Associates serves as an
investment adviser to pension and profit sharing plans, trusts, charitable
organizations and other institutional and private investors.

James L. Kaplan and Paul Weisman have day-to-day responsibility for managing the
portfolio of each of the Small Cap Value Fund and the Hidden Value Fund. Mr.
Kaplan has been the principal of Kaplan Associates and its predecessor since
founding the firm in 1976. From 1972 to 1984, he was Associate Professor of
Mathematics at Boston University. Mr. Weisman has

-40-

been a portfolio manager at the firm since 1986. From 1984 to 1986, Mr. Weisman
was an investment analyst at Delphi Management, Inc.

Waite is the sub-adviser to the Core Equity Fund. As sub-adviser, Waite provides
day-to-day management of the Fund's portfolio. Waite, 350 South Grand Avenue,
Los Angeles, California 90017, is the successor firm to Waite & Associates, the
successor firm to Waite & Correnti, an investment advisory firm founded in 1978.
Waite serves as an investment adviser to institutional and private investors.

Leslie A. Waite and Diana L. Calhoun have day-to-day responsibility for managing
the Core Equity Fund's portfolio. Mr. Waite founded Waite & Correnti in 1978 and
has served since then as President and Chief Investment Officer, first of that
firm, then of Waite & Associates and now of Waite & Associates, L.L.C. Ms.
Calhoun joined the firm in 1981 and holds the positions of Managing Director and
Senior Portfolio Manager. Ms. Calhoun held the position of Senior Vice President
of Trading from 1981 until becoming a Managing Director in 1997, and has been a
Senior Portfolio Manager since 1992.

E.R. Taylor is the sub-adviser to the All Cap Value Fund. As sub-adviser, E.R.
Taylor provides day-to-day management of the Fund's portfolio. E.R. Taylor, 46
South Main Street, Suite 4, Concord, New Hampshire 03301, was founded in 1983,
and serves as an investment adviser to endowment funds, charitable organizations
and other institutional and individual investors.

Investment decisions for the All Cap Value Fund's portfolio are made by E.R.
Taylor's Investment Committee, which consists of six investment professionals.
Sherwood T. Small, President of E.R. Taylor, is the Chairman of the Investment
Committee. Mr. Small has served as President of E.R. Taylor since 1992. Another
member of E.R. Taylor's Investment Committee is Martha Cottrill, who has served
as a Vice President and a Portfolio Manager of E.R. Taylor since 1990.

Unibank is the sub-adviser to the International Equity Fund and the
International Small Cap Equity Fund. As sub-adviser, Unibank provides day-to-day
management of such Funds' portfolios. Unibank, 13-15 West 54th Street, New York,
New York 10019, was founded in 1994. Unibank or its affiliate, Unibank A/S,
currently serves as an investment adviser to pension and profit sharing plans,
trusts and other institutional and private investors.

Investment decisions for the International Equity Fund's and the International
Small Cap Equity Fund's portfolios are made by an investment team.

For each Fund that has completed a least a full fiscal year of investment
operations as of the date of this Prospectus, Undiscovered Managers paid to the
relevant sub-adviser for services rendered during such Fund's fiscal year ended
August 31, 1999, a sub-advisory fee at the following annual percentage rates of
such Fund's daily net assets:

-41-

Fee Rate as a %
Fund Sub-Adviser of Fund's Net Assets
---- ----------- --------------------
Behavioral Growth Fund Fuller & Thaler ____%
Special Small Cap Fund Kestrel Management ____%
REIT Fund Bay Isle ____%
Small Cap Value Fund Kaplan Associates ____%
Hidden Value Fund Kaplan Associates ____%
Core Equity Fund Waite ____%
All Cap Value Fund E.R. Taylor ____%

For each Fund that has not completed a least a full fiscal year of investment
operations as of the date of this Prospectus, Undiscovered Managers pays to the
relevant sub-adviser a sub- advisory fee at the following annual percentage
rates of the specified levels of such Fund's average daily net assets:
<TABLE>
<CAPTION>
<S> <C> <C>

Fund Sub-adviser Fee Rate as % of Fund's Net Assets
---- ----------- ----------------------------------

Behavioral Value Fund Fuller & Thaler 0.70% of the first $200 million
0.65% of the next $100 million
0.60% of assets in excess of $300 million
- ---------------------------------------------------------------------------------------------------------

Behavioral Long/Short Fuller & Thaler 1.20% of the first $200 million
Fund 1.15% of the next $100 million
1.10% of assets in excess of $300 million
- ---------------------------------------------------------------------------------------------------------

International Equity Unibank 0.60% of the first $200 million
Fund 0.55% of the next $100 million
0.50% of assets in excess of $300 million
- ---------------------------------------------------------------------------------------------------------

International Small Unibank 0.80% of the first $200 million
Cap Equity Fund 0.75% of the next $100 million
0.70% of assets in excess of $300 million
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Fund Expenses
Undiscovered Managers has contractually agreed to reduce its management fees and
pay the expenses of each Fund's Institutional Class shares in order to limit
such class's expenses (exclusive of brokerage costs, interest, taxes, dividends
payable with respect to securities sold short (in the case of the Behavioral
Long/Short Fund) and extraordinary expenses) to the following annual percentage
rate of the average daily net assets of such class, subject to the obligation of
a Fund to repay Undiscovered Managers such deferred fees and expenses in future
years, if any, when such Fund's Institutional Class expenses (exclusive of
brokerage costs, interest, taxes, dividends payable with respect to securities
sold short (in the case of the Behavioral Long/Short Fund) and extraordinary
expenses) fall below the stated percentage rate, but only to the extent that
such repayment would not cause such Fund's Institutional Class

-42-

expenses (exclusive of brokerage costs, interest, taxes, dividends payable with
respect to securities sold short (in the case of the Behavioral Long/Short Fund)
and extraordinary expenses) in any such future year to exceed the stated
percentage rate, and provided that such Fund is not obligated to repay any such
deferred fees and expenses more than five years after the end of the fiscal year
in which they were incurred (for expenses incurred before________, 1999, the
Funds' repayment obligation extended until two years after the end of the fiscal
year in which the expenses were incurred): 0.99% for the All Cap Value Fund and
the Core Equity Fund; 1.30% for the Behavioral Growth Fund and the Hidden Value
Fund; 1.40% for the Behavioral Value Fund, the REIT Fund and the Small Cap Value
Fund; 1.45% for the International Equity Fund; 1.60% for the International Small
Cap Equity Fund; 2.00% for the Behavioral Long/Short Fund; and, for the Special
Small Cap Fund, the sum of 0.55% plus the advisory fee rate for the Fund for the
year in question. These agreements have terms running through December 31, 2000
and are renewable from year to year thereafter.

Other Arrangements
Undiscovered Managers Funds has applied for an exemptive order from the
Securities and Exchange Commission to permit Undiscovered Managers, subject to
the approval of Undiscovered Managers Funds' Board of Trustees and certain other
conditions, to enter into sub-advisory agreements with sub-advisers other than
the current sub-adviser of any Fund without obtaining shareholder approval. The
exemptive request also seeks to permit the terms of an existing sub-advisory
agreement to be changed or the employment of an existing sub- adviser to be
continued without shareholder approval after events that would otherwise cause
an automatic termination of a sub-advisory agreement if such changes or
continuation are approved by Undiscovered Managers Funds' Board of Trustees.
There is no assurance that the Securities and Exchange Commission will issue the
exemptive order. This Prospectus would be revised and shareholders notified if
the sub-adviser of any Fund is changed.

-43-

Your Investment

Institutional Class Shares

The Funds' Institutional Class shares are offered without a front-end or
contingent deferred sales charge and are not subject to any 12b-1 fees.
Institutional Class shares of the Behavioral Value Fund, the Behavioral
Long/Short Fund, the International Equity Fund and the International Small Cap
Equity Fund are, however, subject to a contingent redemption fee. See Selling
Shares -- Contingent Redemption Fee below. Certain of the Funds also offer
Investor Class shares and Class C shares. For a description of such shares, see
Additional Information below.

How Shares are Priced

The price of a Fund's shares is based on its net asset value ("NAV"). For a
Fund, the NAV per share of a class equals the total value of the assets
allocable to the class, minus the class's liabilities, divided by the number of
the class's outstanding shares.

Excluding any transaction-based or other fees charged by your broker-dealer, the
price you will pay to buy Institutional Class shares of a Fund is the NAV of
such class of shares next calculated after your order is received by the Funds'
transfer or other agent or sub-agent with complete information and meeting all
of the requirements discussed in this Prospectus. Excluding any
transaction-based or other fees charged by your broker-dealer, the amount you
will receive when you sell Institutional Class shares of a Fund is the NAV of
such class of shares next calculated after your order is received by the Funds'
transfer or other agent or subagent with complete information and meeting all of
the requirements discussed in this Prospectus, minus any applicable redemption
fee. See Contingent Redemption Fee below.

A Fund's NAV is determined each day the New York Stock Exchange ("NYSE") is open
for regular business, at the earlier of 4:00 p.m. Eastern Time or the close of
regular trading on the NYSE. The NYSE is closed on weekends and national
holidays.

If the Funds' transfer or other agent or sub-agent receives your buy or sell
request in good order before the close of regular trading on the NYSE, you will
pay or receive that day's NAV. If the Funds' transfer or other agent or
sub-agent receives your buy or sell request in good order after the close of
regular trading on the NYSE, you will pay or receive the next day's NAV.

The Funds' securities for which market quotations are readily available are
valued at market value. Other securities for which current market quotations are
not readily available (including restricted securities, if any) and all other
assets are taken at fair value. With regard to the International Funds, because
foreign markets may be open at different times than the NYSE,

-44-

the value of a Fund's shares may change on days when shareholders are not able
to buy or sell them. If events materially affecting the values of a Fund's
foreign investments occur between the close of foreign markets and the close of
regular trading on the NYSE, these investments will be valued at their fair
value.

Buying Shares

An investor may make an initial purchase of Institutional Class shares of any
Fund by submitting a completed application form and payment to:

Undiscovered Managers Funds
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181

The minimum initial investment in any Fund is $250,000 in that Fund. A minimum
investment of $10,000 applies to the Trustees of Undiscovered Managers Funds,
investment advisory clients of the sub-advisers (and their directors, officers
and employees), and employees of Undiscovered Managers and the parents, spouses
and children of the foregoing. The minimum investment may be waived by
Undiscovered Managers in its sole discretion and will be waived for you if you
are a new shareholder in Undiscovered Managers Funds and you initially invest
less than $250,000 but sign a letter of intent stating your intention to bring
your balance to $250,000 within six months after your initial purchase. If you
purchase shares through a financial intermediary and hold such shares through an
omnibus account with that financial intermediary, the minimum initial investment
applies to the omnibus account and not to you individually. Undiscovered
Managers reserves the right to redeem your account at net asset value if you
have signed a letter of intent but fail to meet the minimum investment within
the specified time or to waive any minimum investment in its sole discretion.
Subsequent investments must be at least $50,000.

You may purchase shares of any Fund (i) with cash, (ii) by exchanging securities
on deposit with a custodian acceptable to Undiscovered Managers or (iii) with
any combination of such securities and cash. If you would like to purchase
shares of a Fund in exchange for securities please call 1-888-242-3514 for
additional information on the terms and conditions in order to do so.

All purchases made by check should be in U.S. dollars and made payable to
Undiscovered Managers Funds. Third party checks will not be accepted. When you
make a purchase by check, redemption proceeds will not be sent to you until the
check paying for the investment has cleared, which may take up to 15 calendar
days.

Upon acceptance of your order, the Funds' transfer agent opens an account,
applies the payment to the purchase of full and fractional Fund shares and mails
to you a statement of

-45-

account confirming the transaction.

After an account has been established, you may send subsequent investments at
any time directly to the Funds at the above address. The remittance must be
accompanied by either the account identification slip detached from a statement
of account or a note containing sufficient information to identify the account,
i.e., the Fund name and your account number or your name and social security
number.

Initial and subsequent investments can also be made by federal funds wire. You
should instruct your bank to wire federal funds to Boston Safe Deposit & Trust
Company, ABA #011001234. The text of the wire should read as follows:

Boston Safe Deposit & Trust Company
ABA #011001234
Account #145483
FBO: Shareholder Name and Account Number
FOR: Undiscovered Managers Funds

A bank may charge a fee for transmitting funds by wire.

Each Fund and the Funds' distributor reserve the right to reject any purchase
order, including orders in connection with exchanges, for any reason which the
Fund or the distributor in its sole discretion deems appropriate. Although the
Funds do not presently anticipate that they will do so, each Fund reserves the
right to suspend or change the terms of the offering of its shares.

The Funds' distributor may accept telephone orders from broker-dealers, and
other intermediaries designated by such broker-dealers, who have been previously
approved by the distributor. A Fund will be deemed to have received a purchase
order when an approved broker-dealer or its authorized designee accepts such
order. It is the responsibility of such broker-dealers to promptly forward
purchase or redemption orders to the distributor. Although there are no
front-end or contingent deferred sales charges imposed by the Funds or the
distributor in connection with the Funds' offering of Institutional Class
shares, broker-dealers may charge you a transaction-based fee or other fee for
their services at either the time of purchase or the time of redemption. Such
charges may vary among broker-dealers but in all cases will be retained by the
broker-dealers and not remitted to the Funds.

General Shareholder Services

The Funds offer the following shareholder services, which are more fully
described in the SAI. Explanations and forms are available from the Funds.
Telephone redemption and exchange privileges will be established automatically
when you open an account unless you elect on the application to decline the
privileges. Other privileges must be specifically elected. A signature guarantee
may be required to establish these privileges after an account is opened.

-46-

Free Exchange Privilege. You may exchange Institutional Class shares of any
Fund, subject to any applicable redemption fees, for Institutional Class shares
of any other Fund. You may not exchange Institutional Class shares for Investor
Class shares or Class C shares. You may make an exchange by written instructions
or by telephone (unless you have elected on the application to decline telephone
exchange privileges). The exchange privilege should not be viewed as a means for
taking advantage of short-term swings in the market, and the Funds reserve the
right to terminate or limit the privilege of any shareholder who makes more than
four exchanges in any calendar year. An exchange of shares of one Fund for
shares of another Fund will generally be treated as a sale of the exchanged
shares for federal income tax purposes. The Funds may terminate or change the
terms of the exchange privilege at any time, upon 60 days' notice to
shareholders.

Retirement Plans. The Funds' Institutional Class shares may be purchased by all
types of tax-deferred retirement plans. The Funds' distributor makes available
retirement plan forms for IRAs.

Systematic Withdrawal Plan. If the value of your account is at least $25,000,
you may have periodic cash withdrawals automatically paid to you or any person
designated by you.

Automatic Investment Plan. Voluntary monthly investments of at least $1,000 may
be made automatically by pre-authorized withdrawals from your checking account.

Selling Shares

You can redeem shares of any Fund by sending a written request to:

First Data Investor Services
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181
Attn: Undiscovered Managers Funds

As described below, you may also redeem your shares in any Fund by calling
Undiscovered Managers at 1-800-667-1224. Proceeds resulting from a written or
telephonic redemption request can be wired to your bank account or sent by check
in your name(es) (if multiple registered owners) to your record address(es).

-47-

should indicate any special capacity in which you are signing (such as trustee
or custodian or on behalf of a partnership, corporation or other entity). If you
request that redemption proceeds be wired to your bank account you must provide
specific wire instructions.

If (1) you are redeeming shares worth more than $50,000, (2) you are requesting
that the proceeds check be made out to someone other than you (as the registered
owner) or be sent to an address other than the record address, (3) the account
registration has changed within the last 30 days or (4) you are providing
instructions to wire the proceeds to a bank account not designated on the
application, you must have your signature guaranteed by an eligible guarantor.
Eligible guarantors include commercial banks, trust companies, savings
associations, credit unions and brokerage firms that are members of domestic
securities exchanges. Before submitting the redemption request, you should
verify with the guarantor institution that it is an eligible guarantor.
Signature guarantees by notaries public are not acceptable.

When you telephone a redemption request, the proceeds are wired to the bank
account previously chosen by you. A wire fee (currently $5) will be deducted
from the proceeds.

If you decide to change the bank account to which proceeds are to be wired, you
must send in this change on the Service Options Form with a signature guarantee.
Telephonic redemptions may only be made if your bank is a member of the Federal
Reserve System or has a correspondent bank that is a member of the System.
Unless you indicate otherwise on the account application, Undiscovered Managers
will be authorized to act upon redemption and exchange instructions received by
telephone from you or any person claiming to act as your representative who can
provide Undiscovered Managers with your account registration and address as it
appears on the records of Undiscovered Managers Funds. Undiscovered Managers
will employ these or other reasonable procedures to confirm that instructions
communicated by telephone are genuine. Undiscovered Managers Funds, the Funds'
transfer agent, the Funds' distributor, Undiscovered Managers and the
sub-advisers will not be liable for any losses due to unauthorized or fraudulent
instructions if these or other reasonable procedures are followed, but may be
liable for any losses due to unauthorized or fraudulent instructions in the
event reasonable procedures are not followed. For further information, consult
Undiscovered Managers. In times of heavy market activity, if you encounter
difficulty in placing a redemption or exchange order by telephone, you may wish
to place the order by mail as described above.

Proceeds resulting from a written redemption request will normally be mailed to
you within seven days after receipt of your request, if the request is in good
order. Telephonic redemption proceeds will normally be wired to your bank on the
first business day following receipt of a proper redemption request. If you
purchased shares by check and the check was deposited less than 15 calendar days
prior to the redemption request, the Fund may withhold redemption proceeds until
the check has cleared.

-48-

Each Fund will normally redeem your shares for cash; however, each Fund reserves
the right to pay the redemption price wholly or partly in kind if the Board of
Trustees of Undiscovered Managers Funds determines it to be advisable in the
interest of the remaining shareholders. If portfolio securities are distributed
in lieu of cash, you will normally incur brokerage commissions upon subsequent
disposition of any such securities. However, Undiscovered Managers Funds is
obligated to redeem shares solely in cash for any shareholder during any 90-day
period up to the lesser of $250,000 or 1% of the total net asset value of
Undiscovered Managers Funds at the beginning of such period.

If the balance in your account with a Fund is less than a minimum amount set by
the Trustees of Undiscovered Managers Funds from time to time (currently
$250,000 for all accounts), that Fund may close the account and send the
proceeds to you. If you are affected by this policy, you will be notified of the
Fund's intention to close the account and will have 60 days immediately
following the notice to bring the account up to the minimum. The minimum does
not apply to automatic investment plans or accounts that have fallen below the
minimum solely because of fluctuations in a Fund's net asset value per share.

Undiscovered Managers Funds may suspend the right of redemption and may postpone
payment for more than seven days when the NYSE is closed for other than weekends
or holidays, or if permitted by the rules of the Securities and Exchange
Commission when trading on the NYSE is restricted or during an emergency which
makes it impracticable for the Funds to dispose of their securities or to
determine fairly the value of its net assets, or during any other period
permitted by the Securities and Exchange Commission for the protection of
investors.

Contingent Redemption Fee
Each of the Behavioral Value Fund, the Behavioral Long/Short Fund, the
International Equity Fund and the International Small Cap Equity Fund are
intended for long-term investors. In each such Fund, short-term "market timers"
who engage in frequent purchases and redemptions can disrupt the Fund's
investment program and create additional transaction costs that are borne by all
shareholders. For these reasons, each of the Behavioral Value Fund, the
Behavioral Long/Short Fund, the International Equity Fund and the International
Small Cap Equity Fund assess a redemption fee in the amount of 1.00% on
redemptions and exchanges of Fund shares held for one year or less from the time
of purchase.

The contingent redemption fee will be paid to the Fund from which the redemption
is made to help offset brokerage and other Fund costs associated with
redemptions. The Funds will use the "First-in, First-out" (FIFO) method to
determine the holding period of an investor's shares. Under this method, the
date of the redemption or exchange will be compared with the earliest purchase
date of Fund shares held in the account. If this holding period is one year or
less, the contingent redemption fee will be assessed. Redemption fees are not
sales loads or contingent deferred sales loads.

-49-

The contingent redemption fee does not apply to any shares purchased through the
reinvestment of dividends.

Dividends, Distributions and Taxes

The Funds declare and pay their net investment income to shareholders as
dividends annually. Each Fund also distributes all of its net capital gains
realized from the sale of portfolio securities. Any capital gain distributions
are normally made annually, but may, to the extent permitted by law, be made
more frequently as deemed advisable by the Trustees of Undiscovered Managers
Funds. The Trustees may change the frequency with which the Funds declare or pay
dividends.

Dividends and capital gain distributions will automatically be reinvested in
additional shares of the same Fund on the record date unless an investor has
elected to receive cash.

Each Fund intends to qualify as a regulated investment company under the Code.
As a regulated investment company, and provided that the Fund distributes
substantially all its net investment income to its shareholders, the Fund itself
will not pay any federal income tax on its distributed income and gains.

Income dividends and short term capital gain distributions are taxable as
ordinary income. Long-term capital gain distributions from all Funds are taxable
as long-term capital gains regardless of how long an investor has owned shares
of a Fund. Distributions are taxable to a shareholder of a Fund even if they are
paid from income or gains earned by the Fund prior to the shareholder's
investment (and thus were included in the price paid by the shareholder).
Distributions are taxable as described above regardless of whether they are
distributed in cash or additional shares.

Certain designated dividends from the Funds are expected to be eligible for the
dividends-received deduction for corporate shareholders (subject to a holding
period requirement). However, any distributions received by a Fund from REITs
will not qualify for the dividends-received deduction. A Fund's investment in
REIT securities may require such Fund to accrue and distribute income not yet
received. In order to generate sufficient cash to make the requisite
distributions, the Fund may be required to sell securities in its portfolio that
it otherwise would have continued to hold (including when it is not advantageous
to do so). A Fund's investment in REIT securities also may result in the Fund's
receipt of cash in excess of the REIT's earnings; if the Fund distributes such
amounts, such distribution could constitute a return of capital to Fund
shareholders for federal income tax purposes.

The Funds' transfer agent will send each investor and the Internal Revenue
Service an annual statement detailing federal tax information, including
information about dividends and distributions paid to the investor during the
preceding year.

-50-

Each of the International Fund's investments in foreign securities may be
subject to foreign withholding taxes. In that case, such a Fund's yield on those
securities would be decreased. Shareholders may be entitled to claim a credit or
deduction with respect to foreign taxes. In addition, each International Fund's
investment in foreign securities or foreign currencies may increase or
accelerate such Fund's recognition of ordinary income and may affect the timing
or amount of such Fund's distributions.

Any gain resulting from the sale or exchange of shares of a Fund will generally
be subject to tax.

NOTE:The foregoing summarizes certain tax consequences of investing in the
Funds for shareholders who are U.S. citizens or corporations. Before
investing, an investor should consult his or her own tax adviser for
more information concerning the federal, state, local and foreign tax
consequences of investing in, redeeming or exchanging Fund shares.

Additional Information

Certain of the Funds also offer Investor Class shares and/or Class C shares.
Investor Class shares and Class C shares are offered in separate prospectuses.
Investor Class shares and Class C shares are identical to Institutional Class
shares, except that (i) Class C shares are subject to certain front-end and
contingent deferred sales charges, (ii) Investor Class shares and Class C shares
bear certain 12b-1 fees (with Class C shares bearing higher 12b-1 fees than
Investor Class shares) and (iii) Investor Class shares and Class C shares have
separate voting rights in certain circumstances. Since a Fund's Institutional
Class shares bear no such 12b-1 fees, the Fund's Institutional Class shares are
expected to have a higher total return than such Fund's Investor Class and Class
C shares. None of the classes of shares of any Fund have conversion rights into
or may be exchanged for any other classes of shares of such Fund or of any other
Fund.

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance since the commencement of the Funds' investment
operations. Certain information reflects financial results for a single Fund
share. The total returns in the table represent the rate that an investor would
have earned or lost on an investment in a Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
__________, independent auditors, whose report, along with the Funds'
financial statements, are included in the Funds' annual report to
shareholders, which is available upon request.

-51-

Where to Get More Information About the Funds

To find out more information about Undiscovered Managers Funds, ask for a free
copy of the following:

Statement of Additional Information
The SAI provides more information about the Funds. It is filed with the
Securities and Exchange Commission and is incorporated by reference into this
Prospectus, which means that it is legally part of this Prospectus.

Annual/Semi-Annual Report
Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the Funds' most recent annual
report to shareholders, you will find a discussion of the market conditions and
investment strategies that significantly affected each Fund's performance during
its last fiscal year. The auditor's report and financial statements included in
the Funds' most recent annual report to shareholders are incorporated by
reference into this Prospectus, which means that they are legally part of this
Prospectus.

The SAI and the Funds' annual and semi-annual reports to shareholders are
available, without charge, upon request. To obtain free copies of the SAI, the
Funds' annual and semi-annual reports to shareholders, request other information
and discuss your questions about any of the Funds, you may call toll free
1-888-242-3514 or write to:

Undiscovered Managers Funds
Plaza of the Americas
700 North Pearl Street, Suite 1700
Dallas, Texas 75201

You may also view or download this Prospectus, the SAI and other Fund
information on our Web site at http://www.undiscoveredmanagers.com.

You can also review and copy the SAI and other information about the Funds at
the Securities and Exchange Commission Public Reference Room in Washington, D.C.
Call 1-800-SEC- 0330 for information on the operations of the Public Reference
Room. Reports and other information about the Funds are available on the
Securities and Exchange Commission's Web site at http://www.sec.gov and copies
of this information may be obtained, upon payment of a duplicating fee, by
writing to the Securities and Exchange Commission's Public Reference Section,
Washington, D.C. 20549-6009.

(Undiscovered Managers Funds' SEC Investment
Company Act file number is 811-8437)

-52-

[LOGO] undiscovered managers (TM)
UNDISCOVERED MANAGERS FUNDS

This Prospectus offers Investor Class shares of each of the following investment
portfolios of Undiscovered Managers Funds:

* Undiscovered Managers Behavioral Growth Fund
* Undiscovered Managers REIT Fund
* Undiscovered Managers Small Cap Value Fund
* Undiscovered Managers Hidden Value Fund
* Undiscovered Managers Core Equity Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.

The date of this Prospectus is ______________, 1999

-1-

Table of Contents

The Funds

What you should know about each Fund's investment
strategies, risks, performance, expenses and management.........................

Undiscovered Managers Behavioral Growth Fund....................................
Undiscovered Managers REIT Fund.................................................
Undiscovered Managers Small Cap Value Fund......................................
Undiscovered Managers Hidden Value Fund.........................................
Undiscovered Managers Core Equity Fund..........................................
The Funds' Fees and Expenses....................................................
Other Policies and Additional Disclosure on Risks...............................
The Funds' Management...........................................................

Your Investment.................................................................

Opening and maintaining your Undiscovered
Managers account................................................................

Investor Class Shares...........................................................
How Shares are Priced...........................................................
Buying Shares...................................................................
General Shareholder Services....................................................
Selling Shares..................................................................

Dividends, Distributions and Taxes..............................................

Rule 12b-1 Fees.................................................................

Additional Information..........................................................

Financial Highlights............................................................

Where to get More Information about the Funds.........................Back Cover

-2-

The Funds

Undiscovered Managers Funds has eleven investment portfolios. Five of the
portfolios (each a "Fund," and collectively, the "Funds") offer Investor Class
shares. Such Investor Class shares are offered through this Prospectus.

Undiscovered Managers Behavioral Growth Fund
(the "Behavioral Growth Fund")

Investment Objective

Growth of capital

Principal Investment Strategies

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and

-3-

Fund Performance

Since the Investor Class shares of the Behavioral Growth Fund had less than a
full calendar year of performance as of December 31, 1998, this Prospectus shows
performance information of the Fund's Institutional Class shares. The bar chart
below shows the annual total return of the Fund's Institutional Class shares for
the 1998 calendar year. The table following the bar chart compares the average
annual total returns of the Fund's Institutional Class shares to the returns of
the Russell 2500 Growth Index. This performance information gives some
indication of the risks of an investment in the Fund by comparing the
performance of the Fund's Institutional Class shares with a broad measure of
market performance. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(1) Although the Institutional Class shares of the Fund are not offered in
this Prospectus, the Fund's Institutional Class shares are shown
because they would have substantially similar annual returns to the
Fund's Investor Class shares since the Fund's Institutional Class
shares and the Fund's Investor Class shares are invested in the same
portfolio of securities and the annual returns would differ only to the
extent that the Fund's Investor Class shares are subject to higher
expenses than the Fund's Institutional Class shares. If the higher
expenses were reflected, returns would be less than those shown.

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

-4-

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Behavioral Growth Fund
Russell 2500 Growth Index*

-5-

Undiscovered Managers REIT Fund
(the "REIT Fund")

Investment Objective

High total investment return through a
combination of capital appreciation and current income

Principal Investment Strategies

Principal Risks

-6-

* The risks associated with investment in a portfolio consisting primarily
of REITs. The prices of equity REITs are affected by changes in the value
of the underlying property owned by the REITs. The prices of mortgage
REITs are affected by the quality of any credit they extend, the credit
worthiness of the mortgages they hold, as well as by the value of the
property that secures the mortgages. A REIT must distribute 95% of its
taxable income to qualify for beneficial federal tax treatment. If a REIT is
unable to qualify, then it would be taxed as a corporation and distributions
to shareholders would be reduced. Although the Fund does not invest directly
in real estate, an investment in the Fund is subject to certain of the risks
associated with the ownership of real estate. These risks include possible
declines in the value of real estate, risks related to general and local
economic conditions, possible lack of availability of mortgage funds and
changes in interest rates.

Fund Performance

Since the Investor Class shares of the REIT Fund had less than a full calendar
year of performance as of December 31, 1998, this Prospectus shows performance
information of the Fund's Institutional Class shares. The bar chart below shows
the annual total return of the Fund's Institutional Class shares for the 1998
calendar year. The table following the bar chart compares the average annual
total returns of the Fund's Institutional Class shares to the returns of the
Morgan Stanley REIT Index. This performance information gives some indication of
the risks of an investment in the Fund by comparing the performance of the
Fund's Institutional Class shares with a broad measure of REIT market
performance. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

-7-

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year*

REIT Fund
Morgan Stanley REIT Index**

-8-

Undiscovered Managers Small Cap Value Fund
(the "Small Cap Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

In selecting stocks for the Small Cap Value Fund, Kaplan Associates will
consider, among other things, the issuer's earning power and the value of the
issuer's assets.

Under normal market conditions, the Small Cap Value Fund will invest at least
65% of its total assets in common stocks of companies with a market float of
$1.2 billion or less.

Principal Risks

Fund Performance

Since the Investor Class shares of the Small Cap Value Fund had less than a full
calendar year of performance as of December 31, 1998, this Prospectus shows
performance information of the Fund's Institutional Class shares. The bar chart
below shows the annual total return of the

-9-

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/30/97)

Small Cap Value Fund
Russell 2000 Index*

-10-

taking into account brokerage costs and the other expenses associated with
mutual funds and other managed investment portfolios.

-11-

Undiscovered Managers Hidden Value Fund
(the "Hidden Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

In selecting stocks for the Hidden Value Fund, Kaplan Associates will consider,
among other things, the issuer's earning power and the value of the issuer's
assets.

Principal Risks

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and
* The risks associated with investment in smaller capitalization
companies (such as more abrupt price movements, greater dependence on
individual personnel or products, limited markets and less liquidity
than larger, more established companies).

Fund Performance

Since the Investor Class shares of the Hidden Value Fund had less than a full
calendar year of performance as of December 31, 1998, this Prospectus shows
performance information of the Fund's Institutional Class shares. The bar chart
below shows the annual total return of the

-12-

Fund's Institutional Class shares for the 1998 calendar year. The table
following the bar chart compares the average annual total returns of the Fund's
Institutional Class shares to the returns of the Russell Midcap Value Index.
This performance information gives some indication of the risks of an investment
in the Fund by comparing the performance of the Fund's Institutional Class
shares with a broad measure of market performance. The table also includes the
returns of the Russell Midcap Index, the index against which the Fund was
formerly compared. The Fund has chosen to use the Russell Midcap Value Index as
its new comparative index because the Russell Midcap Value Index more closely
reflects the Fund's investment universe than the Russell Midcap Index. How the
Fund has performed in the past is not necessarily an indication of how the Fund
will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Hidden Value Fund
Russell Midcap Value Index*

-13-

Russell Midcap Index*

-14-

Undiscovered Managers Core Equity Fund
(the "Core Equity Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The Core Equity Fund seeks to achieve its objective by investing substantially
all of its assets in common stocks of well-established, high-quality U.S.
companies.

Principal Risks

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund and
* Potentially rapid price changes (volatility) of equity securities.

Fund Performance

Since the Investor Class shares of the Core Equity Fund had less than a full
calendar year of performance as of December 31, 1998, this Prospectus shows
performance information of the Fund's Institutional Class shares. The bar chart
below shows the annual total return of the Fund's Institutional Class shares for
the 1998 calendar year. The table following the bar chart compares the average
annual total returns of the Fund's Institutional Class shares to the returns of
the Russell 1000 Index. This performance information gives some indication of
the risks of an investment in the Fund by comparing the performance of the
Fund's Institutional Class

-15-

shares with a broad measure of market performance. The table also includes the
returns of the S&P 500 Index, the index against which the Fund was formerly
compared. The Fund has chosen to use the Russell 1000 Index as its new
comparative index because the Russell 1000 Index more closely reflects the
Fund's investment universe than the S&P 500 Index. How the Fund has performed in
the past is not necessarily an indication of how the Fund will perform in the
future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Returns of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Core Equity Fund
Russell 1000 Index*
S&P 500 Index*

* The Russell 1000 Index consists of the 1000 largest U.S.-domiciled
companies, ranked by market capitalization. The S&P 500 Index is a market
value-weighted index

-16-

of common stock prices for 500 selected stocks. An index is a list of
stocks. It is not a managed investment portfolio like the Fund. The
returns of an index are calculated without taking into account brokerage
costs and the other expenses associated with mutual funds and other
managed investment portfolios.

-17-

The Funds' Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold
Investor Class shares of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Behavioral REIT Small Cap
Growth Fund Fund Value Fund

Investor Investor Investor
Class Class Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases............................. none none none
Maximum Deferred Sales Charge (Load)......................................... none none none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................. none none none
Redemption Fees (1).......................................................... none none none
Exchange Fees................................................................ none none none

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.95% 1.05% 1.05%
Distribution and/or Service (12b-1) Fees (2)................................. 0.35% 0.35% 0.35%
Other Expenses............................................................... _____% _____% _____%
Total Annual Fund Operating Expenses......................................... _____% _____% _____%
Fee Reduction and/or Expense Reimbursement (3)............................... _____% _____% _____%
Net Expenses (3)............................................................. 1.65% 1.75% 1.75%
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

Behavioral Growth Fund REIT Fund Small Cap Value Fund
Redemption No Redemption Redemption No Redemption Redemption No Redemption

One Year................. $ $ $ $ $ $
Three Years.............. $ $ $ $ $ $
Five Years............... $ $ $ $ $ $
Ten Years................ $ $ $ $ $ $
</TABLE>

(1) Redemptions by wire transfer are subject to a wire fee (currently $5) that
is deducted from the redemption proceeds.
(2) 12b-1 fees cause long-term Investor Class shareholders to pay more than
would be permitted if such fees were a front-end sales charge.
(3) Undiscovered Managers, LLC, the Funds' investment adviser, has
contractually agreed, through December 31, 2000, to reduce its fees and/or
pay the expenses of the Funds' Investor Class shares in order to limit such
class's expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) to the percentages of net assets shown above,

-18-

subject to later reimbursement by such Funds in certain circumstances.
See The Funds' Management -- Fund Expenses below.

-19-

Hidden Core Equity
Value Fund Fund

Investor Investor
Class Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases............................. none none
Maximum Deferred Sales Charge (Load)......................................... none none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................. none none
Redemption Fees (1).......................................................... none none
Exchange Fees................................................................ none none

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.95% 0.74%
Distribution and/or Service (12b-1) Fees (2)................................. 0.35% 0.35%
Other Expenses............................................................... _____% _____%
Total Annual Fund Operating Expenses......................................... _____% _____%
Fee Reduction and/or Expense Reimbursement (3)............................... _____% _____%
Net Expenses (3)............................................................. 1.65% 1.34%
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

Hidden Value Fund Core Equity Fund
Redemption No Redemption Redemption No Redemption

One Year......... $ $ $ $
Three Years...... $ $ $ $
Five Years....... $ $ $ $
Ten Years........ $ $ $ $

-20-

Other Policies and Additional Disclosure on Risks

Other Policies
Additional Fund Investments
Each Fund may invest its cash in repurchase agreements and other cash
instruments pending investment in equity securities.

Small Companies
All of the Funds may invest in companies with relatively small market
capitalization, and the Small Cap Value Fund will invest primarily in such
companies.

-21-

-22-

owns may be unable to meet their obligations to the REIT. In the event of a
default by a borrower or lessee, the REIT may experience delays in enforcing its
rights as a mortgagee or lessor and may incur substantial costs associated with
protecting its investments. In addition to the foregoing risks, certain "special
purpose" REITs in which the Fund may invest may have their assets in specific
real estate sectors, such as hotel REITs, nursing home REITs or warehouse REITs,
and are therefore subject to the risks associated with adverse developments in
these sectors.

"Year 2000" Matters
Many of the services provided to the Funds depend on the smooth functioning of
computer systems. Many systems in use today cannot distinguish between the year
1900 and the year 2000. Should any of the service systems of a Fund fail to
process information properly, such failure could have an adverse impact on the
Fund's operations and services provided to shareholders. Undiscovered Managers,
the sub-advisers and the distributor, administrator, sub-administrator, transfer
agent, custodian and certain other service providers to each of the Funds have
reported that each expects to modify its systems, as necessary, prior to January
1, 2000 to address this so-called "Year 2000 problem." However, there can be no
assurance that the problem will be corrected in all respects and that the Funds'
operations and services provided to shareholders will not be adversely affected.

-23-

The Funds' Management

For the fiscal year ended August 31, 1999, each Fund paid to Undiscovered
Managers a management fee at the following annual percentage rates of such
Fund's daily net assets, subject to the fee deferral arrangements described
below:

Fund Fee Rate
Behavioral Growth Fund 0.95%
REIT Fund 1.05%
Small Cap Value Fund 1.05%
Hidden Value Fund 0.95%
Core Equity Fund 0.74%

Sub-Advisers and Portfolio Managers
Fuller & Thaler, formerly known as RJF Asset Management, Inc., is the
sub-adviser to the Behavioral Growth Fund. As sub-adviser, Fuller & Thaler
provides day-to-day management of the Fund's portfolio. Fuller & Thaler, 411
Borel Avenue, Suite 402, San Mateo, California 94402, was founded in 1993, and
currently serves as an investment adviser to pension and profit sharing plans,
academic institutions and other institutional investors.

Bay Isle is the sub-adviser to the REIT Fund. As sub-adviser, Bay Isle provides
day-to-day management of the Fund's portfolio. Bay Isle, 160 Sansome Street, San
Francisco, California

-24-

94104, was founded in 1986, and serves as an investment adviser to pension and
profit sharing plans, trusts, charitable organizations, and other institutional
and individual investors.

During the fiscal year ended August 31, 1999, Undiscovered Managers paid to the
sub-adviser of each Fund a sub-advisory fee at the following annual percentage
rates of such Fund's daily net assets:

-25-

Fee Rate as a %
Fund Sub-Adviser of Fund's Net Assets
- ---- ----------- --------------------
Behavioral Growth Fund Fuller & Thaler ____%
REIT Fund Bay Isle ____%
Small Cap Value Fund Kaplan Associates ____%
Hidden Value Fund Kaplan Associates ____%
Core Equity Fund Waite ____%

Fund Expenses
Undiscovered Managers has contractually agreed to reduce its management fees and
pay the expenses of each Fund's Investor Class shares in order to limit such
class's expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) to the following annual percentage rate of the average
daily net assets of such class, subject to the obligation of a Fund to repay
Undiscovered Managers such deferred fees and expenses in future years, if any,
when such Fund's Investor Class expenses (exclusive of brokerage costs,
interest, taxes and extraordinary expenses) fall below the stated percentage
rate, but only to the extent that such repayment would not cause such Fund's
Investor Class expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) in any such future year to exceed the stated percentage
rate, and provided that such Fund is not obligated to repay any such deferred
fees and expenses more than five years after the end of the fiscal year in which
they were incurred (for expenses incurred before________, 1999, the Funds'
repayment obligation extended until two years after the end of the fiscal year
in which the expenses were incurred): 1.34% for the Core Equity Fund; 1.65% for
the Behavioral Growth Fund and the Hidden Value Fund; and 1.75% for the REIT
Fund and the Small Cap Value Fund. These agreements have terms running through
December 31, 2000 and are renewable from year to year thereafter.

Other Arrangements
Undiscovered Managers Funds has applied for an exemptive order from the
Securities and Exchange Commission to permit Undiscovered Managers, subject to
the approval of Undiscovered Managers Funds' Board of Trustees and certain other
conditions, to enter into sub-advisory agreements with sub-advisers other than
the current sub-adviser of any Fund or of any other investment portfolio of
Undiscovered Managers Funds without obtaining shareholder approval. The
exemptive request also seeks to permit the terms of an existing sub-advisory
agreement to be changed or the employment of an existing sub-adviser to be
continued without shareholder approval after events that would otherwise cause
an automatic termination of a sub-advisory agreement if such changes or
continuation are approved by Undiscovered Managers Funds' Board of Trustees.
There is no assurance that the Securities and Exchange Commission will issue the
exemptive order. This Prospectus would be revised and shareholders notified if
the sub-adviser of any Fund is changed.

-26-

Your Investment

Investor Class Shares

The Funds' Investor Class shares are offered without a front-end or contingent
deferred sales charge but are subject to certain 12b-1 fees. See Rule 12b-1 Fees
below. All of the Funds also offer Institutional Class shares and certain of the
Funds offer Class C shares. For a description of such shares, see Additional
Information below.

How Shares are Priced

Excluding any transaction-based or other fees charged by your broker-dealer, the
price you will pay to buy Investor Class shares of a Fund is the NAV of such
class of shares next calculated after your order is received by the Funds'
transfer or other agent or sub-agent with complete information and meeting all
of the requirements discussed in this Prospectus. Excluding any
transaction-based or other fees charged by your broker-dealer, the amount you
will receive when you sell Investor Class shares of a Fund is the NAV of such
class of shares next calculated after your order is received by the Funds'
transfer or other agent or sub-agent with complete information and meeting all
of the requirements discussed in this Prospectus.

Buying Shares

An investor may make an initial purchase of Investor Class shares of any Fund by
submitting a completed application form and payment to:

-27-

Undiscovered Managers Funds
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181

Upon acceptance of your order, the Funds' transfer agent opens an account,
applies the payment to the purchase of full and fractional Fund shares and mails
to you a statement of account confirming the transaction.

-28-

Boston Safe Deposit & Trust Company
ABA #011001234
Account #145483
FBO: Shareholder Name and Account Number
FOR: Undiscovered Managers Funds

A bank may charge a fee for transmitting funds by wire.

The Funds' distributor may accept telephone orders from broker-dealers, and
other intermediaries designated by such broker-dealers, who have been previously
approved by the distributor. A Fund will be deemed to have received a purchase
order when an approved broker-dealer or its authorized designee accepts such
order. It is the responsibility of such broker-dealers to promptly forward
purchase or redemption orders to the distributor. Although there are no
front-end or contingent deferred sales charges imposed by the Funds or the
distributor in connection with the Funds' offering of Investor Class shares,
broker-dealers may charge you a transaction-based fee or other fee for their
services at either the time of purchase or the time of redemption. Such charges
may vary among broker-dealers but in all cases will be retained by the
broker-dealers and not remitted to the Funds.

General Shareholder Services

Free Exchange Privilege. You may exchange Investor Class shares of any Fund for
Investor Class shares of any other Fund. You may not exchange Investor Class
shares for Institutional Class shares or Class C shares. You may make an
exchange by written instructions or by telephone (unless you have elected on the
application to decline telephone exchange privileges). The exchange privilege
should not be viewed as a means for taking advantage of short-term swings in the
market, and the Funds reserve the right to terminate or limit the privilege of
any shareholder who makes more than four exchanges in any calendar year. An
exchange of shares

-29-

of one Fund for shares of another Fund will generally be treated as a sale of
the exchanged shares for federal income tax purposes. The Funds may terminate or
change the terms of the exchange privilege at any time, upon 60 days' notice to
shareholders.

Retirement Plans. The Funds' Investor Class shares may be purchased by all types
of tax-deferred retirement plans. The Funds' distributor makes available
retirement plan forms for IRAs.

Systematic Withdrawal Plan. If the value of your account is at least $25,000,
you may have periodic cash withdrawals automatically paid to you or any person
designated by you.

Automatic Investment Plan. Voluntary monthly investments of at least $1,000 may
be made automatically by pre-authorized withdrawals from your checking account.

Selling Shares

You can redeem shares of any Fund by sending a written request to:

First Data Investor Services
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181
Attn: Undiscovered Managers Funds

Your written request must include the name of the Fund, the class of shares, the
account number, the exact name(s) in which the shares are registered, and the
number of shares or the dollar amount to be redeemed. All owners of the shares
must sign the request in the exact names in which the shares are registered
(this appears on your confirmation statement) and should indicate any special
capacity in which you are signing (such as trustee or custodian or on behalf of
a partnership, corporation or other entity). If you request that redemption
proceeds be wired to your bank account you must provide specific wire
instructions.

-30-

guarantor. Eligible guarantors include commercial banks, trust companies,
savings associations, credit unions and brokerage firms that are members of
domestic securities exchanges. Before submitting the redemption request, you
should verify with the guarantor institution that it is an eligible guarantor.
Signature guarantees by notaries public are not acceptable.

When you telephone a redemption request, the proceeds are wired to the bank
account previously chosen by you. A wire fee (currently $5) will be deducted
from the proceeds.

-31-

Dividends, Distributions and Taxes

Dividends and capital gain distributions will automatically be reinvested in
additional shares of the same Fund on the record date unless an investor has
elected to receive cash.

-32-

Any gain resulting from the sale or exchange of shares of a Fund will generally
be subject to tax.

NOTE: The foregoing summarizes certain tax consequences of investing in the
Funds for shareholders who are U.S. citizens or corporations. Before
investing, an investor should consult his or her own tax adviser for
more information concerning the federal, state and local tax
consequences of investing in, redeeming or exchanging Fund shares.

Rule 12b-1 Fees

Under a Service and Distribution Plan relating to Investor Class shares adopted
by Undiscovered Managers Funds pursuant to Rule 12b-1 under the Investment
Company Act of 1940, Undiscovered Managers Funds may pay fees as compensation
for any or all of the following: (i) engaging in activities or bearing expenses
primarily intended to result in the sale of Investor Class shares, (ii)
providing services relating to Investor Class shares (which would be in addition
to any general services provided to a Fund as a whole) and (iii) providing
additional personal services to Investor Class shareholders and/or for the
maintenance of Investor Class shareholder accounts. On an annual basis, the
aggregate amount of fees under such plan with respect to each Fund will not
exceed 0.35% of the Fund's average daily net assets attributable to its Investor
Class shares. Because these fees are paid out of a Fund's assets on an on-going
basis, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

-33-

Additional Information

Currently, each Fund has three classes of shares--Institutional Class shares,
Investor Class shares and Class C shares - except for the Hidden Value Fund
which has only two classes of shares - Institutional Class shares and Investor
Class shares. Certain other investment portfolios of Undiscovered Managers Funds
have only Institutional Class shares, and certain other investment portfolios of
Undiscovered Managers Funds have both Institutional Class shares and Class C
shares, but do not have Investor Class shares. Institutional Class shares and
Class C shares are offered in separate prospectuses. Institutional Class shares
and Class C shares are identical to Investor Class shares, except that (i) Class
C shares are subject to certain front-end and contingent deferred sales charges,
(ii) Institutional Class shares bear no 12b-1 fees, (iii) Class C shares bear
higher 12b-1 fees than Investor Class shares and (iv) Investor Class shares and
Class C shares have separate voting rights in certain circumstances. Since a
Fund's Institutional Class shares bear no such 12b-1 fees and a Fund's Class C
shares, if any, bear higher 12b-1 fees than Investor Class shares, Institutional
Class shares of a Fund are expected to have a higher total return, and Class C
shares of the Fund are expected to have a lower total return, than Investor
Class shares of such Fund. None of the classes of shares of any Fund have
conversion rights into or may be exchanged for any other classes of shares of
any Fund or any other investment portfolio of Undiscovered Managers Funds.

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance since the commencement of the Funds' investment
operations. Certain information reflects financial results for a single Fund
share. The total returns in the table represent the rate that an investor would
have earned or lost on an investment in a Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
__________, independent auditors, whose report, along with the Funds' financial
statements, are included in the Funds' annual report to shareholders, which is
available upon request.

-34-

Where to Get More Information About the Funds

To find out more information about Undiscovered Managers Funds, ask for a free
copy of the following:

Statement of Additional Information
The SAI provides more information about the Funds and the other investment
portfolios of Undiscovered Managers Funds. It is filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus, which
means that it is legally part of this Prospectus.

The SAI and the Funds' annual and semi-annual reports to shareholders are
available, without charge, upon request. To obtain free copies of the SAI, the
Funds' annual and semi-annual reports to shareholders, request other information
and discuss your questions about any of the Funds or any of the other investment
portfolios of Undiscovered Managers Funds, you may call toll free 1-888-242-3514
or write to:

Undiscovered Managers Funds
Plaza of the Americas
700 North Pearl Street, Suite 1700
Dallas, Texas 75201

You may also view or download this Prospectus, the SAI and other information
about the Funds and the other investment portfolios of Undiscovered Managers
Funds on our Web site at http://www.undiscoveredmanagers.com.

You can also review and copy the SAI and other information about the Funds and
the other investment portfolios of Undiscovered Managers Funds at the Securities
and Exchange Commission Public Reference Room in Washington, D.C. Call
1-800-SEC-0330 for information on the operations of the Public Reference Room.
Reports and other information about the Funds and the other investment
portfolios of Undiscovered Managers Funds are available on the Securities and
Exchange Commission's Web site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing to
the Securities and Exchange Commission's Public Reference Section, Washington,
D.C. 20549-6009.

(Undiscovered Managers Funds' SEC Investment
Company Act file number is 811-8437)

-35-

[LOGO] undiscovered managers (TM)
UNDISCOVERED MANAGERS FUNDS

This Prospectus offers Class C shares of each of the following investment
portfolios of Undiscovered Managers Funds:

* Undiscovered Managers Behavioral Growth Fund
* Undiscovered Managers REIT Fund
* Undiscovered Managers Small Cap Value Fund
* Undiscovered Managers Core Equity Fund
* Undiscovered Managers All Cap Value Fund
* UM International Equity Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.

The date of this Prospectus is ______________, 1999

-1-

Table of Contents

The Funds.....

What you should know about each Fund's investment
strategies, risks, performance, expenses and management.........................

Undiscovered Managers Behavioral Growth Fund....................................
Undiscovered Managers REIT Fund.................................................
Undiscovered Managers Small Cap Value Fund......................................
Undiscovered Managers Core Equity Fund..........................................
Undiscovered Managers All Cap Value Fund........................................
UM International Equity Fund....................................................
The Funds' Fees and Expenses....................................................
Other Policies and Additional Disclosure on Risks...............................
The Funds' Management...........................................................

Your Investment.................................................................

Opening and maintaining your Undiscovered
Managers account................................................................

Class C Shares..................................................................
How Shares are Priced...........................................................
Buying Shares...................................................................
General Shareholder Services....................................................
Selling Shares..................................................................

Dividends, Distributions and Taxes..............................................

Rule 12b-1 Fees.................................................................

Additional Information..........................................................

Financial Highlights............................................................

Where to get More Information about the Funds.........................Back Cover

-2-

The Funds

Undiscovered Managers Funds has eleven investment portfolios. Six of the
portfolios (each a "Fund," and collectively, the "Funds") offer Class C shares.
Such Class C shares are offered through this Prospectus.

Undiscovered Managers Behavioral Growth Fund
(the "Behavioral Growth Fund")

Investment Objective

Growth of capital

Principal Investment Strategies

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and

-3-

Fund Performance

Since the Class C shares of the Behavioral Growth Fund had less than a full
calendar year of performance as of December 31, 1998, this Prospectus shows
performance information of the Fund's Institutional Class shares. The bar chart
below shows the annual total return of the Fund's Institutional Class shares for
the 1998 calendar year. The table following the bar chart compares the average
annual total returns of the Fund's Institutional Class shares to the returns of
the Russell 2500 Growth Index. This performance information gives some
indication of the risks of an investment in the Fund by comparing the
performance of the Fund's Institutional Class shares with a broad measure of
market performance. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(1) Although the Institutional Class shares of the Fund are not offered in
this Prospectus, the Fund's Institutional Class shares are shown
because they would have substantially similar annual returns to the
Fund's Class C shares since the Fund's Institutional Class shares and
the Fund's Class C shares are invested in the same portfolio of
securities and the annual returns would differ only to the extent that
the Fund's Class C shares are subject to higher expenses than the
Fund's Institutional Class shares and the Fund's Class C shares are
sold subject to sales charges. If the higher expenses and the sales
charges were reflected, returns would be less than those shown.

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

-4-

Average Annual Total Return of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Behavioral Growth Fund
Russell 2500 Growth Index*

-5-

Undiscovered Managers REIT Fund
(the "REIT Fund")

Investment Objective

High total investment return through a
combination of capital appreciation and current income

Principal Investment Strategies

Principal Risks

-6-

* The risks associated with investment in a portfolio consisting primarily of
REITs. The prices of equity REITs are affected by changes in the value of the
underlying property owned by the REITs. The prices of mortgage REITs are
affected by the quality of any credit they extend, the credit worthiness of
the mortgages they hold, as well as by the value of the property that secures
the mortgages. A REIT must distribute 95% of its taxable income to qualify
for beneficial federal tax treatment. If a REIT is unable to qualify, then it
would be taxed as a corporation and distributions to shareholders would be
reduced. Although the Fund does not invest directly in real estate, an
investment in the Fund is subject to certain of the risks associated with
the ownership of real estate. These risks include possible declines in the
value of real estate, risks related to general and local economic conditions,
possible lack of availability of mortgage funds and changes in interest rates.

Fund Performance

Since the Class C shares of the REIT Fund had less than a full calendar year of
performance as of December 31, 1998, this Prospectus shows performance
information of the Fund's Institutional Class shares. The bar chart below shows
the annual total return of the Fund's Institutional Class shares for the 1998
calendar year. The table following the bar chart compares the average annual
total returns of the Fund's Institutional Class shares to the returns of the
Morgan Stanley REIT Index. This performance information gives some indication of
the risks of an investment in the Fund by comparing the performance of the
Fund's Institutional Class shares with a broad measure of REIT market
performance. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(1) Although the Institutional Class shares of the Fund are not offered in
this Prospectus, the Fund's Institutional Class shares are shown
because they would have substantially similar annual returns to the
Fund's Class C shares since the Fund's Institutional Class shares and
the Fund's Class C shares are invested in the same portfolio of
securities and the annual returns would differ only to the extent that
the Fund's Class C shares are subject to higher expenses than the
Fund's Institutional Class shares and the Fund's Class C shares are
sold subject to sales charges. If the higher expenses and the sales
charges were reflected, returns would be less than those shown.

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

-7-

Average Annual Total Return of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year*

REIT Fund
Morgan Stanley REIT Index**

-8-

Undiscovered Managers Small Cap Value Fund
(the "Small Cap Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

In selecting stocks for the Small Cap Value Fund, Kaplan Associates will
consider, among other things, the issuer's earning power and the value of the
issuer's assets.

Under normal market conditions, the Small Cap Value Fund will invest at least
65% of its total assets in common stocks of companies with a market float of
$1.2 billion or less.

Principal Risks

Fund Performance

Since the Class C shares of the Small Cap Value Fund had less than a full
calendar year of performance as of December 31, 1998, this Prospectus shows
performance information of the Fund's Institutional Class shares. The bar chart
below shows the annual total return of the

-9-

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(1) Although the Institutional Class shares of the Fund are not offered in
this Prospectus, the Fund's Institutional Class shares are shown
because they would have substantially similar annual returns to the
Fund's Class C shares since the Fund's Institutional Class shares and
the Fund's Class C shares are invested in the same portfolio of
securities and the annual returns would differ only to the extent that
the Fund's Class C shares are subject to higher expenses than the
Fund's Institutional Class shares and the Fund's Class C shares are
sold subject to sales charges. If the higher expenses and the sales
charges were reflected, returns would be less than those shown.

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Return of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/30/97)

Small Cap Value Fund
Russell 2000 Index*

-10-

taking into account brokerage costs and the other expenses associated with
mutual funds and other managed investment portfolios.

-11-

Undiscovered Managers Core Equity Fund
(the "Core Equity Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

The Core Equity Fund seeks to achieve its objective by investing substantially
all of its assets in common stocks of well-established, high-quality U.S.
companies.

Principal Risks

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund and
* Potentially rapid price changes (volatility) of equity securities.

Fund Performance

Since the Class C shares of the Core Equity Fund had less than a full calendar
year of performance as of December 31, 1998, this Prospectus shows performance
information of the Fund's Institutional Class shares. The bar chart below shows
the annual total return of the Fund's Institutional Class shares for the 1998
calendar year. The table following the bar chart compares the average annual
total returns of the Fund's Institutional Class shares to the returns of the
Russell 1000 Index. This performance information gives some indication of the
risks of an investment in the Fund by comparing the performance of the Fund's
Institutional Class

-12-

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(1) Although the Institutional Class shares of the Fund are not offered in
this Prospectus, the Fund's Institutional Class shares are shown
because they would have substantially similar annual returns to the
Fund's Class C shares since the Fund's Institutional Class shares and
the Fund's Class C shares are invested in the same portfolio of
securities and the annual returns would differ only to the extent that
the Fund's Class C shares are subject to higher expenses than the
Fund's Institutional Class shares and the Fund's Class C shares are
sold subject to sales charges. If the higher expenses and the sales
charges were reflected, returns would be less than those shown.

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Return of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

Core Equity Fund
Russell 1000 Index*
S&P 500 Index*

* The Russell 1000 Index consists of the 1000 largest U.S.-domiciled
companies, ranked by market capitalization. The S&P 500 Index is a market
value-weighted, unmanaged index

-13-

of common stock prices for 500 selected stocks. An index is a list of
stocks. It is not a managed investment portfolio like the Fund. The returns
of an index are calculated without taking into account brokerage costs and
the other expenses associated with mutual funds and other managed
investment portfolios.

-14-

Undiscovered Managers All Cap Value Fund
(the "All Cap Value Fund")

Investment Objective

Long-term growth of capital

Principal Investment Strategies

In selecting stocks for the All Cap Value Fund, E.R. Taylor will consider, among
other things, the issuer's cash flow, price-to-book ratio, return on capital,
balance sheet and management.

Under normal market conditions, the Fund will invest substantially all of its
assets in common stocks.

Principal Risks

* A general decline in the U.S. stock markets,
* Poor performance of individual stocks held by the Fund and
* Potentially rapid price changes (volatility) of equity securities.

Fund Performance

Since the Class C shares of the All Cap Value Fund had less than a full calendar
year of performance as of December 31, 1998, this Prospectus shows performance
information of the Fund's Institutional Class shares. The bar chart below shows
the annual total return of the Fund's Institutional Class shares for the 1998
calendar year. The table following the bar chart compares the average annual
total returns of the Fund's Institutional Class shares to the returns of the
Russell 1000 Value Index. This performance information gives some indication of
the risks of an investment in the Fund by comparing the performance of the
Fund's Institutional Class shares with a broad measure of market performance.
The table also includes the returns of the S&P 500 Index, the index against
which the Fund was formerly compared. The Fund

-15-

has chosen to use the Russell 1000 Value Index as its new comparative index
because the Russell 1000 Value Index more closely reflects the Fund's investment
universe than the S&P 500 Index. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the future.

Annual Total Return of the Fund's Institutional
Class Shares for the Calendar Year Ended 12/31/98

[bar chart](1)(2)

(1) Although the Institutional Class shares of the Fund are not offered in
this Prospectus, the Fund's Institutional Class shares are shown
because they would have substantially similar annual returns to the
Fund's Class C shares since the Fund's Institutional Class shares and
the Fund's Class C shares are invested in the same portfolio of
securities and the annual returns would differ only to the extent that
the Fund's Class C shares are subject to higher expenses than the
Fund's Institutional Class shares and the Fund's Class C shares are
sold subject to sales charges. If the higher expenses and the sales
charges were reflected, returns would be less than those shown.

(2) The unannualized total return of the Fund's Institutional Class shares
for the first three quarters of 1999 was _____%.

Average Annual Total Return of the Fund's
Institutional Class Shares (as of 12/31/98)

Past One Year Since Commencement of Investment
Operations of the Fund (12/31/97)

All Cap Value Fund
Russell 1000 Value Index*
S&P 500 Index*

-16-

portfolio like the Fund. The returns of an index are calculated without
taking into account brokerage costs and the other expenses associated with
mutual funds and other managed investment portfolios.

-17-

UM International Equity Fund
(the "International Equity Fund")

Investment Objective

Capital appreciation

Principal Investment Strategies

Australia France Japan Singapore
Austria Germany Netherlands Spain
Belgium Hong Kong New Zealand Sweden
Denmark Ireland Norway Switzerland
Finland Italy Portugal United Kingdom

Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities.

Principal Risks

-18-

* A general decline in the stock markets of Europe, Asia, Australia or
New Zealand,
* Poor performance of individual stocks held by the Fund,
* Potentially rapid price changes (volatility) of equity securities and
* The risks associated with investment in foreign securities generally,
which include fluctuations in the value of the U.S. dollar relative to other
countries' currencies, higher volatility than U.S. securities and
limited liquidity, risks of unfavorable political and economic developments
in foreign countries, and less extensive or reliable information about
foreign companies than about U.S. companies.

Fund Performance

-19-

The Funds' Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold
Class C shares of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Behavioral REIT Small Cap
Growth Fund Fund Value Fund

Class C Class C Class C
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load).................................................. 2.00% 2.00% 2.00%
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price).................................... 1.00% 1.00% 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of net
amount invested or redemption proceeds, as applicable)(1).............. 1.00% 1.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends............... none none none
Redemption Fees(2)........................................................... none none none
Exchange Fees................................................................ none none none

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.95% 1.05% 1.05%
Distribution and/or Service (12b-1) Fees (3)................................. 1.00% 1.00% 1.00%
Other Expenses............................................................... _____% _____% _____%
Total Annual Fund Operating Expenses......................................... _____% _____% _____%
Fee Reduction and/or Expense Reimbursement (4)............................... _____% _____% _____%
Net Expenses (4)............................................................. 2.30% 2.40% 2.40%
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

Behavioral Growth Fund REIT Fund Small Cap Value Fund
Redemption No Redemption Redemption No Redemption Redemption No Redemption

One Year................. $ $ $ $ $ $
Three Years.............. $ $ $ $ $ $
Five Years............... $ $ $ $ $ $
Ten Years................ $ $ $ $ $ $
</TABLE>

(1) A contingent deferred sales charge of 1.00% may apply to any Class C share
purchase if an investor sells the shares within 18 months. The charge is
based on the value of the shares sold or the net asset value at the time of
purchase, whichever is less. The contingent deferred sales charge does
not apply to reinvested distributions. See Buying Shares -- Contingent
Deferred Sales Charge below.

(2) Redemptions by wire transfer are subject to a wire fee (currently $5)
that is deducted from the redemption proceeds.

-20-

(3) 12b-1 fees cause long-term Class C shareholders to pay more than would be
permitted if such fees were a front-end sales charge.

(4) Undiscovered Managers, LLC, the Funds' investment adviser, has contractually
agreed, through December 31, 2000, to reduce its fees and/or pay the
expenses of the Funds' Class C shares in order to limit such class's
expenses (exclusive of brokerage costs, interest, taxes and extraordinary
expenses) to the percentages of net assets shown above, subject to later
reimbursement by such Funds in certain circumstances. See The Funds'
Management -- Fund Expenses below.

-21-
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Core Equity All Cap International
Fund Value Fund Equity Fund

Class C Class C Class C
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load).................................................. 2.00% 2.00% 2.00%
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price).................................... 1.00% 1.00% 1.00%
Maximum Deferred Sales Charge (Load) (as a percentage of net
amount invested or redemption proceeds, as applicable) (1)............. 1.00% 1.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends............... none none none
Redemption Fees (as a percentage of amount redeemed, if applicable) (2)...... none none 1.00%(3)
Exchange Fees (as a percentage of amount exchanged, if applicable) .......... none none 1.00%(3)

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees.............................................................. 0.74% 0.74% 0.95%
Distribution and/or Service (12b-1) Fees (4)................................. 1.00% 1.00% 1.00%
Other Expenses............................................................... _____% _____% _____%
Total Annual Fund Operating Expenses......................................... _____% _____% _____%
Fee Reduction and/or Expense Reimbursement (5)............................... _____% _____% _____%
Net Expenses (5)............................................................. 1.99% 1.99% 2.45%
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

One Year................. $ $ $ $ $ $
Three Years.............. $ $ $ $ $ $
Five Years............... $ $ $ $ $ $
Ten Years................ $ $ $ $ $ $
</TABLE>

(1) A contingent deferred sales charge of 1.00% may apply to any Class C share
purchase if an investor sells the shares within 18 months. The charge is
based on the value of the shares sold or the net asset value at the time of
purchase, whichever is less. The contingent deferred sales charge does not
apply to reinvested distributions. See Buying Shares -- Contingent Deferred
Sales Charge below.

(2) Redemptions by wire transfer are subject to a wire fee (currently $5) that
is deducted from the redemption proceeds.

(3) A contingent redemption fee in the amount of 1.00% is imposed on redemptions
and exchanges of Fund shares held for one year or less from the time of
purchase. The contingent redemption fee does not apply to reinvested
dividends. See Selling Shares -- Contingent Redemption Fee below.

(4) 12b-1 fees cause long-term Class C shareholders to pay more than would be
permitted if such fees were a front-end sales charge.

-22-

(5) Undiscovered Managers, LLC, the Funds' investment adviser, has
contractually agreed, through December 31, 2000, to reduce its fees and/or
pay the expenses of the Funds' Class C shares in order to limit such
class's expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) to the percentages of net assets shown above,
subject to later reimbursement by such Funds in certain circumstances. See
The Funds' Management -- Fund Expenses below.

-23-

Other Policies and Additional Disclosure on Risks

Other Policies
Additional Fund Investments
Each Fund may invest its cash in repurchase agreements and other cash
instruments pending investment in equity securities.

Small Companies
All of the Funds may invest in companies with relatively small market
capitalization, and the Small Cap Value Fund will invest primarily in such
companies.

-24-

-25-

income under the Code. There is also the risk that borrowers under mortgages
held by a REIT or lessees of property that a REIT owns may be unable to meet
their obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in enforcing its rights as a mortgagee or
lessor and may incur substantial costs associated with protecting its
investments. In addition to the foregoing risks, certain "special purpose" REITs
in which the Fund may invest may have their assets in specific real estate
sectors, such as hotel REITs, nursing home REITs or warehouse REITs, and are
therefore subject to the risks associated with adverse developments in these
sectors.

Foreign Securities
The International Equity Fund will invest primarily in foreign securities.
Investments in foreign securities present risks not typically associated with
investments in comparable securities of U.S. issuers.

Since most foreign securities are denominated in foreign currencies or traded
primarily in securities markets in which settlements are made in foreign
currencies, the value of these investments and the net investment income
available for distribution to shareholders of the International Equity Fund may
be affected favorably or unfavorably by changes in currency exchange rates or
exchange control regulations. Because the International Equity Fund may purchase
securities denominated in foreign currencies, a change in the value of any such
currency against the U.S. dollar will result in a change in the U.S. dollar
value of the Fund's assets and the Fund's income available for distribution.

In addition, although the International Equity Fund's income may be received or
realized in foreign currencies, the Fund will be required to compute and
distribute its income in U.S. dollars. Therefore, if the value of a currency
relative to the U.S. dollar declines after the Fund's income has been earned in
that currency, translated into U.S. dollars and declared as a dividend, but
before payment of such dividend, the Fund could be required to liquidate
portfolio securities to pay such dividend. Similarly, if the value of a currency
relative to the U.S. dollar declines between the time the Fund incurs expenses
in U.S. dollars and the time such expenses are paid, the amount of such currency
required to be converted into U.S. dollars in order to pay such expenses in U.S.
dollars will be greater than the equivalent amount in such currency of such
expenses at the time they were incurred.

-26-

those countries. The receipt of interest on foreign government securities may
depend on the availability of tax or other revenues to satisfy the issuer's
obligations.

The International Equity Fund's investments in foreign securities may include
investments in emerging or developing countries, whose economies or securities
markets are not yet highly developed. Special risks associated with these
investments (in addition to the risks associated with foreign investments
generally) may include, among others, greater political uncertainties, an
economy's dependence on revenues from particular commodities or on international
aid or development assistance, currency transfer restrictions, highly limited
numbers of potential buyers for such securities and delays and disruptions in
securities settlement procedures.

The International Equity Fund may invest in foreign equity securities either by
purchasing such securities directly or by purchasing "depository receipts."
Depository receipts are instruments issued by a bank that represent an interest
in equity securities held by arrangement with the bank. Depository receipts can
be either "sponsored" or "unsponsored." Sponsored depository receipts are issued
by banks in cooperation with the issuer of the underlying equity securities.
Unsponsored depository receipts are arranged without involvement by the issuer
of the underlying equity securities. Less information about the issuer of the
underlying equity securities may be available in the case of unsponsored
depository receipts.

In determining whether to invest in securities of foreign issuers, Unibank will
consider the likely effects of foreign taxes on the net yield available to the
International Equity Fund and to its shareholders. Compliance with foreign tax
law may reduce the Fund's net income available for distribution to its
shareholders.

Foreign Currency
Most foreign securities in the International Equity Fund's portfolio will be
denominated in foreign currencies or traded in securities markets in which
settlements are made in foreign currencies. Similarly, any income on such
securities is generally paid to the Fund in foreign currencies. The value of
these foreign currencies relative to the U.S. dollar varies continually, causing
changes in the dollar value of the Fund's portfolio investments (even if the
local market price of the investments is unchanged) and changes in the dollar
value of the Fund's income available for distribution to its shareholders. The
effect of changes in the dollar value of a foreign currency on the dollar value
of the Fund's assets and on the net investment income available for distribution
may be favorable or unfavorable.

The International Equity Fund may incur costs in connection with conversions
between various currencies. In addition, the Fund may be required to liquidate
portfolio assets, or may incur increased currency conversion costs, to
compensate for a decline in the dollar value of a foreign currency occurring
between the time when the Fund declares and pays a dividend, or between the time
when the Fund accrues and pays an operating expense in U.S. dollars.

Currency Hedging Transactions

-27-

The International Equity Fund may, at the discretion of Unibank, engage in
foreign currency exchange transactions, in connection with the purchase and sale
of portfolio securities, to protect the value of specific portfolio positions or
in anticipation of changes in relative values of currencies in which current or
future Fund portfolio holdings are denominated or quoted. Currency hedging
transactions may include forward contracts (contracts with another party to buy
or sell a currency at a specified price on a specified date), futures contracts
(which are similar to forward contracts but are traded on an exchange) and
options to buy or sell currencies and currency futures contracts. For more
information on foreign currency hedging transactions, see the SAI. Unibank
expects to engage in currency hedging transactions only under unusual
circumstances. Therefore, investors in the International Equity Fund will
ordinarily be exposed to the risks associated with fluctuations in the value of
the U.S. dollar relative to the currencies in which the Fund's portfolio
securities trade.

"Year 2000" Matters
Many of the services provided to the Funds depend on the smooth functioning of
computer systems. Many systems in use today cannot distinguish between the year
1900 and the year 2000. Should any of the service systems of a Fund fail to
process information properly, such failure could have an adverse impact on the
Fund's operations and services provided to shareholders. Undiscovered Managers,
the sub-advisers and the distributor, administrator, sub- administrator,
transfer agent, custodian and certain other service providers to each of the
Funds have reported that each expects to modify its systems, as necessary, prior
to January 1, 2000 to address this so-called "Year 2000 problem." However, there
can be no assurance that the problem will be corrected in all respects and that
the Funds' operations and services provided to shareholders will not be
adversely affected.

-28-

The Funds' Management

Fund Fee Rate
Behavioral Growth Fund 0.95%
REIT Fund 1.05%
Small Cap Value Fund 1.05%
Core Equity Fund 0.74%
All Cap Value Fund 0.74%

The International Equity Fund (which has not completed a full fiscal year of
investment operations as of the date of this Prospectus) pays to Undiscovered
Managers a management fee at the annual rate of 0.95% the Fund's daily net
assets, subject to the fee deferral arrangements described below.

-29-

Portfolio Manager in 1997. Prior to joining Fuller & Thaler, Mr. Stanske was
employed as a Securities Analyst at Farmers Insurance Group from 1987 to 1989
and as a Vice President and Research Analyst at Fisher Investments from 1989 to
1996.

Kaplan Associates is the sub-adviser to the Small Cap Value Fund. As
sub-adviser, Kaplan Associates provides day-to-day management of the Fund's
portfolio. Kaplan Associates, 222 Berkeley Street, Suite 2010, Boston,
Massachusetts 02116, is the successor firm to J.L. Kaplan Associates, an
investment advisory firm founded in 1976. Kaplan Associates serves as an
investment adviser to pension and profit sharing plans, trusts, charitable
organizations and other institutional and private investors.

James L. Kaplan and Paul Weisman have day-to-day responsibility for managing the
Small Cap Value Fund's portfolio. Mr. Kaplan has been the principal of Kaplan
Associates and its predecessor since founding the firm in 1976. From 1972 to
1984, he was Associate Professor of Mathematics at Boston University. Mr.
Weisman has been a portfolio manager at the firm since 1986. From 1984 to 1986,
Mr. Weisman was an investment analyst at Delphi Management, Inc.

-30-

of Senior Vice President of Trading from 1981 until becoming a Managing Director
in 1997, and has been a Senior Portfolio Manager since 1992.

Unibank is the sub-adviser to the International Equity Fund. As sub-adviser,
Unibank provides day-to-day management of the Fund's portfolio. Unibank, 13-15
West 54th Street, New York, New York 10019, was founded in 1994. Unibank or its
affiliate, Unibank A/S, currently serves as an investment adviser to pension and
profit sharing plans, trusts and other institutional and private investors.

Investment decisions for the International Equity Fund's portfolio are made by
an investment team.

Fee Rate as a %
Fund Sub-Adviser of Fund's Net Assets
---- ----------- --------------------
Behavioral Growth Fund Fuller & Thaler ____%
REIT Fund Bay Isle ____%
Small Cap Value Fund Kaplan Associates ____%
Core Equity Fund Waite ____%
All Cap Value Fund E.R. Taylor ____%

For the International Equity Fund (which has not completed a full fiscal year of
investment operations as of the date of this Prospectus), Undiscovered Managers
pays to Unibank a sub- advisory fee at the following annual percentage rates of
the specified levels of the International Equity Fund's average daily net
assets:

-31-

Fund Sub-adviser Fee Rate as % of Fund's Net Assets
- ---- ----------- ----------------------------------
International Equity Fund Unibank 0.60% of the first $200 million
0.55% of the next $100 million
0.50% of assets in excess of $300 million
</TABLE>

Fund Expenses
Undiscovered Managers has contractually agreed to reduce its management fees and
pay the expenses of each Fund's Class C shares in order to limit such class's
expenses (exclusive of brokerage costs, interest, taxes and extraordinary
expenses) to the following annual percentage rate of the average daily net
assets of such class, subject to the obligation of a Fund to repay Undiscovered
Managers such deferred fees and expenses in future years, if any, when such
Fund's Class C expenses (exclusive of brokerage costs, interest, taxes and
extraordinary expenses) fall below the stated percentage rate, but only to the
extent that such repayment would not cause such Fund's Class C expenses
(exclusive of brokerage costs, interest, taxes and extraordinary expenses) in
any such future year to exceed the stated percentage rate, and provided that
such Fund is not obligated to repay any such deferred fees and expenses more
than five years after the end of the fiscal year in which they were incurred
(for expenses incurred before________, 1999, the Funds' repayment obligation
extended until two years after the end of the fiscal year in which the expenses
were incurred): 1.99% for the All Cap Value Fund and the Core Equity Fund; 2.30%
for the Behavioral Growth Fund; 2.40% for the REIT Fund and the Small Cap Value
Fund; and 2.45% for the International Equity Fund. These agreements have terms
running through December 31, 2000 and are renewable from year to year
thereafter.

Other Arrangements
Undiscovered Managers Funds has applied for an exemptive order from the
Securities and Exchange Commission to permit Undiscovered Managers, subject to
the approval of Undiscovered Managers Funds' Board of Trustees and certain other
conditions, to enter into sub-advisory agreements with sub-advisers other than
the current sub-adviser of any Fund or of any other investment portfolio of
Undiscovered Managers Funds without obtaining shareholder approval. The
exemptive request also seeks to permit the terms of an existing sub-advisory
agreement to be changed or the employment of an existing sub-adviser to be
continued without shareholder approval after events that would otherwise cause
an automatic termination of a sub-advisory agreement if such changes or
continuation are approved by Undiscovered Managers Funds' Board of Trustees.
There is no assurance that the Securities and Exchange Commission will issue the
exemptive order. This Prospectus would be revised and shareholders notified if
the sub-adviser of any Fund is changed.

-32-

Your Investment

Class C Shares

The Funds' Class C shares are offered with a 1.00% front-end sales charge, a
1.00% contingent deferred sales charge and a 1.00% 12b-1 fee. See Buying Shares
- -- Sales Charge, Buying Shares -- Contingent Deferred Sales Charge and Rule
12b-1 Fees below. Class C shares of the International Equity Fund are also
subject to a contingent redemption fee. See Selling Shares -- Contingent
Redemption Fee below. All of the Funds also offer Institutional Class shares and
certain of the Funds offer Investor Class shares. For a description of such
shares, see Additional Information below.

How Shares are Priced

Excluding any transaction-based or other fees charged by your broker-dealer, the
price you will pay (the "offering price") to buy Class C shares of a Fund is the
NAV of such class of shares next calculated after your order is received by the
Funds' transfer or other agent or subagent with complete information and meeting
all of the requirements discussed in this Prospectus, plus any applicable sales
charge. See Buying Shares -- Sales Charge below. Excluding any transaction-based
or other fees charged by your broker-dealer, the amount you will receive when
you sell Class C shares of a Fund is the NAV of such class of shares next
calculated after your order is received by the Funds' transfer or other agent or
sub-agent with complete information and meeting all of the requirements
discussed in this Prospectus, minus any applicable contingent deferred sales
charge and any applicable redemption fee. See Selling Shares -- Contingent
Deferred Sales Charge and Selling Shares -- Contingent Redemption Fee below.

The Funds' securities for which market quotations are readily available are
valued at market

-33-

value. Other securities for which current market quotations are not readily
available (including restricted securities, if any) and all other assets are
taken at fair value. With regard to the International Equity Fund, because
foreign markets may be open at different times than the NYSE, the value of the
Fund's shares may change on days when shareholders are not able to buy or sell
them. If events materially affecting the values of the Fund's foreign
investments occur between the close of foreign markets and the close of regular
trading on the NYSE, these investments will be valued at their fair value.

Buying Shares

An investor may make an initial purchase of Class C shares of any Fund by
submitting a completed application form and payment to:

Undiscovered Managers Funds
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181

-34-

Upon acceptance of your order, the Funds' transfer agent opens an account,
applies the payment, less any sales charge, to the purchase of full and
fractional Fund shares and mails to you a statement of account confirming the
transaction. See Sales Charge below.

Boston Safe Deposit & Trust Company
ABA #011001234
Account #145483
FBO: Shareholder Name and Account Number
FOR: Undiscovered Managers Funds

A bank may charge a fee for transmitting funds by wire.

The Funds' distributor may accept telephone orders from broker-dealers, and
other intermediaries designated by such broker-dealers, who have been previously
approved by the distributor. A Fund will be deemed to have received a purchase
order when an approved broker-dealer or its authorized designee accepts such
order. It is the responsibility of such broker-dealers to promptly forward
purchase or redemption orders to the distributor. In addition to the front-end
and contingent deferred sales charges imposed by the Funds' distributor,
broker-dealers may charge you a transaction-based fee or other fee for their
services at either the time of purchase or the time of redemption. Such charges
may vary among broker-dealers but in all cases will be retained by the
broker-dealers and not remitted to the Funds.

Sales Charge
Class C shares of the Funds are offered at net asset value plus a 1.00%
front-end sales charge. On each purchase, the net asset value is invested in the
applicable Fund, and the sales charge is paid to the Funds' distributor. The
Funds' distributor reallows the whole sales charge to the investment dealer who
initiates and is responsible for the share purchase. In addition, at the

-35-

time of sale, the Funds' distributor pays to the investment dealer an additional
1.00% of the purchase price. The additional 1.00% is paid by the Fund's
distributor and not by the Funds or their shareholders.

Investment dealers who receive the additional 1.00% of the purchase price from
the Fund's distributor will be eligible to receive the fee under the Class C
Service and Distribution Plan associated with the purchase starting in the
thirteenth calendar month after such purchase. No sales charge will be assessed
on reinvested distributions into Class C shares or on exchanges from one Fund to
another Fund.
<TABLE>
<CAPTION>
<S> <C> <C>

Total Sales Charge as a % of Amount Paid to Dealer as a
Amount of Purchase Offering Price Net Amount Invested % of Public Offering Price
- ------------------ -------------- ------------------- --------------------------

All Amounts* 1.00% 1.01% 1.00%
- ----------------

</TABLE>

* A Contingent Deferred Sales Charge of 1.00% may apply to any Class C share
purchase. See Contingent Deferred Sales Charge below.

Contingent Deferred Sales Charge
For any Class C share purchase, a contingent deferred sales charge may apply if
an investor sells the shares within eighteen months after purchase. The
contingent deferred sales charge is 1.00% of the value of the shares sold or the
net asset value at the time of purchase, whichever is less, which means that the
maximum amount of the contingent deferred sales charge will never be greater
than 0.99% of the offering price. The contingent deferred sales charge is paid
to the Funds' distributor. If an investor redeems any Class C shares in a Fund,
the Fund will first redeem any shares in the investor's account that are not
subject to the contingent deferred sales charge. If there are not enough of
these shares to meet the investor's request, the Fund will redeem shares subject
to the charge in the order they were purchased. Unless otherwise specified, when
an investor requests to sell a stated dollar amount in a Fund, the Fund will
redeem additional shares to cover any contingent deferred sales charge. For
requests to sell a stated number of shares in a Fund, the Fund will deduct the
amount of the contingent deferred sales charge, if any, from the sale proceeds.

No contingent deferred sales charge will be assessed on reinvested
distributions, redemptions by a Fund when an account falls below the minimum
required account size, redemptions following the death of the shareholder or
beneficial owner, distributions from IRAs due to death or disability or returns
of excess contributions (and earnings, if applicable) from retirement plan
accounts. An exchange of Class C shares from one Fund to another Fund is not
considered a redemption or a purchase for purposes of the contingent deferred
sales charge. If a shareholder exchanges Class C shares of a Fund for Class C
shares of another Fund, the eighteen-month holding period for purposes of the
contingent deferred sales charge will continue to run after the exchange. In
addition to the contingent deferred sales charge, a redemption fee applies to
certain redemptions of shares of the International Equity Fund. See Selling
Shares -- Contingent Redemption Fee below.

-36-

General Shareholder Services

Free Exchange Privilege. You may exchange Class C shares of any Fund, subject to
any applicable redemption fees, for Class C shares of any other Fund. No
front-end or contingent deferred sales charges will be imposed on any such
exchange. You may not exchange Class C shares for Institutional Class shares or
Investor Class shares. You may make an exchange by written instructions or by
telephone (unless you have elected on the application to decline telephone
exchange privileges). The exchange privilege should not be viewed as a means for
taking advantage of short-term swings in the market, and the Funds reserve the
right to terminate or limit the privilege of any shareholder who makes more than
four exchanges in any calendar year. An exchange of shares of one Fund for
shares of another Fund will generally be treated as a sale of the exchanged
shares for federal income tax purposes. The Funds may terminate or change the
terms of the exchange privilege at any time, upon 60 days' notice to
shareholders.

Retirement Plans. The Funds' Class C shares may be purchased by all types of
tax-deferred retirement plans. The Funds' distributor makes available retirement
plan forms for IRAs.

Systematic Withdrawal Plan. If the value of your account is at least $25,000,
you may have periodic cash withdrawals automatically paid to you or any person
designated by you.

Automatic Investment Plan. Voluntary monthly investments of at least $1,000 may
be made automatically by pre-authorized withdrawals from your checking account.

Selling Shares

You can redeem shares of any Fund by sending a written request to:

First Data Investor Services
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181
Attn: Undiscovered Managers Funds

-37-

When you telephone a redemption request, the proceeds are wired to the bank
account previously chosen by you. A wire fee (currently $5) will be deducted
from the proceeds.

-38-

in placing a redemption or exchange order by telephone, you may wish to place
the order by mail as described above.

Contingent Redemption Fee
The International Equity Fund is intended for long-term investors. In the Fund,
short-term "market timers" who engage in frequent purchases and redemptions can
disrupt the Fund's investment program and create additional transaction costs
that are borne by all shareholders. For these reasons, the Fund assesses a
redemption fee in the amount of 1.00% on redemptions and exchanges of Fund
shares held for one year or less from the time of purchase.

-39-

The contingent redemption fee will be paid to the International Equity Fund to
help offset brokerage and other Fund costs associated with redemptions. The Fund
will use the "First-in, First-out" (FIFO) method to determine the holding period
of an investor's shares. Under this method, the date of the redemption or
exchange will be compared with the earliest purchase date of Fund shares held in
the account. If this holding period is one year or less, the contingent
redemption fee will be assessed. Redemption fees are not sales loads or
contingent deferred sales loads.

The contingent redemption fee does not apply to any shares purchased through the
reinvestment of dividends.

Dividends, Distributions and Taxes

Dividends and capital gain distributions will automatically be reinvested in
additional shares of the same Fund on the record date unless an investor has
elected to receive cash.

-40-

otherwise would have continued to hold (including when it is not advantageous to
do so). A Fund's investment in REIT securities also may result in the Fund's
receipt of cash in excess of the REIT's earnings; if the Fund distributes such
amounts, such distribution could constitute a return of capital to Fund
shareholders for federal income tax purposes.

The International Equity Fund's investments in foreign securities may be subject
to foreign withholding taxes. In that case, the Fund's yield on those securities
would be decreased. Shareholders may be entitled to claim a credit or deduction
with respect to foreign taxes. In addition, the International Equity Fund's
investment in foreign securities or foreign currencies may increase or
accelerate the Fund's recognition of ordinary income and may affect the timing
or amount of the Fund's distributions.

Any gain resulting from the sale or exchange of shares of a Fund will generally
be subject to tax.

NOTE: The foregoing summarizes certain tax consequences of investing in the
Funds for shareholders who are U.S. citizens or corporations. Before
investing, an investor should consult his or her own tax adviser or
more information concerning the federal, state, local and foreign tax
consequences of investing in, redeeming or exchanging Fund shares.

Rule 12b-1 Fees

Under a Service and Distribution Plan relating to Class C shares adopted by
Undiscovered Managers Funds pursuant to Rule 12b-1 under the Investment Company
Act of 1940, Undiscovered Managers Funds may pay fees as compensation for any or
all of the following: (i) engaging in activities or bearing expenses primarily
intended to result in the sale of Class C shares and (ii) providing additional
personal services to Class C shareholders and/or for the maintenance of Class C
shareholder accounts. On an annual basis, the aggregate amount of fees under
such plan with respect to each Fund will not exceed 1.00% of the Fund's average
daily net assets attributable to its Class C shares. Because these fees are paid
out of a Fund's assets on an on-going basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

Additional Information

Currently, each Fund has three classes of shares--Institutional Class shares,
Investor Class shares and Class C shares - except for the International Equity
Fund and the All Cap Value

-41-

Fund which have only two classes of shares - Institutional Class shares and
Class C shares. Certain other investment portfolios of Undiscovered Managers
Funds have only Institutional Class shares, and one other investment portfolio
of Undiscovered Managers Funds has only Institutional Class shares and Investor
Class shares. Institutional Class shares and Investor Class shares are offered
in separate prospectuses. Institutional Class shares and Investor Class shares
are identical to Class C shares, except that (i) Class C shares are subject to
certain front-end and contingent deferred sales charges, (ii) Institutional
Class shares bear no 12b-1 fees, (iii) Investor Class shares bear lower 12b-1
fees than Class C shares and (iv) Investor Class shares and Class C shares have
separate voting rights in certain circumstances. Since a Fund's Institutional
Class shares bear no such 12b-1 fees and a Fund's Investor Class shares, if any,
bear lower 12b-1 fees than Class C shares, Institutional Class shares and
Investor Class shares of a Fund are expected to have a higher total return than
Class C shares of such Fund. None of the classes of shares of any Fund have
conversion rights into or may be exchanged for any other classes of shares of
any Fund or any other investment portfolio of Undiscovered Managers Funds.

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance since the commencement of the Funds' investment
operations. Certain information reflects financial results for a single Fund
share. The total returns in the table represent the rate that an investor would
have earned or lost on an investment in a Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
__________, independent auditors, whose report, along with the Funds' financial
statements, are included in the Funds' annual report to shareholders, which is
available upon request.

-42-

Where to Get More Information About the Funds

To find out more information about Undiscovered Managers Funds, ask for a free
copy of the following:

The SAI and the Funds' annual and semi-annual reports to shareholders are
available, without charge, upon request. To obtain free copies of the SAI, the
Funds' annual and semi-annual reports to shareholders, request other information
and discuss your questions about any of the Funds or any of the other investment
portfolios of Undiscovered Managers Funds, you may call toll free 1-888-242-3514
or write to:

Undiscovered Managers Funds
Plaza of the Americas
700 North Pearl Street, Suite 1700
Dallas, Texas 75201

(Undiscovered Managers Funds' SEC Investment
Company Act file number is 811-8437)

-43-

[LOGO] undiscovered managers(TM)

Statement of Additional Information
____________________, 1999

for

UNDISCOVERED MANAGERS BEHAVIORAL GROWTH FUND
UNDISCOVERED MANAGERS BEHAVIORAL VALUE FUND
UNDISCOVERED MANAGERS BEHAVIORAL LONG/SHORT FUND
UNDISCOVERED MANAGERS SPECIAL SMALL CAP FUND
UNDISCOVERED MANAGERS REIT FUND
UNDISCOVERED MANAGERS SMALL CAP VALUE FUND
UNDISCOVERED MANAGERS HIDDEN VALUE FUND
UNDISCOVERED MANAGERS CORE EQUITY FUND
UNDISCOVERED MANAGERS ALL CAP VALUE FUND
UM INTERNATIONAL EQUITY FUND
UM INTERNATIONAL SMALL CAP EQUITY FUND

Each a Series of

UNDISCOVERED MANAGERS FUNDS

This Statement of Additional Information ("SAI") is not a prospectus but
contains information that may be useful to investors that is not included in the
relevant Prospectus. This SAI relates to the Undiscovered Managers Funds'
Institutional Class Prospectus dated ________, 1999, the Undiscovered Managers
Funds' Investor Class Prospectus dated ________, 1999 and the Undiscovered
Managers Funds' Class C Prospectus dated ___________, 1999, of the series of
Undiscovered Managers Funds listed above (the "Funds" and each a "Fund"), and is
only authorized for distribution when accompanied or preceded by the relevant
Prospectus. If a Fund has more than one form of current prospectus, each
reference to the "Prospectus" in this SAI shall include all of such Fund's
prospectuses unless otherwise noted. This SAI should be read together with the
applicable Prospectus. A free copy of the applicable Prospectus may be obtained
by calling 1-888-242-3514 or by sending a request to Undiscovered Managers
Funds, Plaza of the Americas, 700 North Pearl Street, Suite 1700, Dallas, Texas
75201.

Certain disclosure has been incorporated by reference from the Funds' annual
report to shareholders. The Funds' annual report to shareholders may be
obtained, without charge, by calling 1-888-242-3514.

-1-

TABLE OF CONTENTS

Organization and Classification.................................................
Investment Objectives, Policies and Restrictions................................
Additional Description of Investments, Investment Practices and Risks...........
Management of the Trust.........................................................
Ownership of Shares of the Funds................................................
Investment Advisory and Other Services..........................................
Portfolio Transactions and Brokerage............................................
Description of the Trust........................................................
Additional Purchase and Redemption Information..................................
Net Asset Value.................................................................
Income Dividends, Capital Gain Distributions and Tax Status.....................
Calculation of Total Return.....................................................
Performance Comparisons.........................................................
Financial Statements............................................................
Appendix A--Publications That May Contain Fund Information..................A-1
Appendix B--Advertising and Promotional Literature..........................B-1

-2-

ORGANIZATION AND CLASSIFICATION

Undiscovered Managers Funds (the "Trust") is an open-end management investment
company organized under the laws of Massachusetts as a Massachusetts business
trust by an Agreement and Declaration of Trust dated September 29, 1997 (as
amended, the "Declaration of Trust"). Each Fund is a series of the Trust. The
Trust is authorized to issue an unlimited number of full and fractional shares
of beneficial interest in multiple series. The Trustees of the Trust may,
without shareholder approval, divide the shares of any series into multiple
classes of shares having such preferences and special or relative rights and
privileges as the Trustees of the Trust determine. Each Fund is a series of the
Trust.

Each Fund is a "diversified" fund, as defined in the Investment Company Act of
1940 (the "1940 Act"), except for Undiscovered Managers REIT Fund (the "REIT
Fund") and Undiscovered Managers Special Small Cap Fund (the "Special Small Cap
Fund"), which are "non-diversified." With respect to 75% of its assets, a
diversified fund may not invest more than 5% of its total assets in the
securities of any one issuer (except U.S. government securities) while the
remaining 25% of its total assets are not subject to such restriction. A
non-diversified fund is restricted with respect to 50% of its total assets from
investing more than 5% of its total assets in the securities of any one issuer
(except U.S. government securities), and with respect to the remaining 50% of
its total assets, it is restricted from investing more than 25% of its total
assets in the securities of any one issuer. A non-diversified fund may invest a
greater percentage of its total assets in securities of individual issuers, or
may invest in a smaller number of different issuers, than a diversified fund.
Accordingly, a non-diversified fund is more susceptible to risks associated with
particular issuers than a diversified fund.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

The investment objective and policies of each Fund are summarized in the
Prospectus under "The Funds." The investment policies of each Fund set forth in
the Prospectus and in this SAI may be changed by the Fund's adviser, subject to
review and approval by the Trust's Board of Trustees, without shareholder
approval except that any Fund policy explicitly identified as "fundamental" may
not be changed without the approval of the holders of a majority of the
outstanding shares of the Fund (which in the Prospectus and this SAI means the
lesser of (i) 67% of the shares of the Fund represented at a meeting at which at
least 50% of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares).

Investment Restrictions--Undiscovered Managers All Cap Value Fund, Undiscovered
Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund,
Undiscovered Managers Core Equity Fund, Undiscovered Managers Hidden Value Fund,
Undiscovered Managers REIT Fund, Undiscovered Managers Small Cap Value Fund,

-3-

Undiscovered Managers Special Small Cap Fund, UM International Equity Fund and
UM International Small Cap Equity Fund

The following investment restrictions are fundamental policies of Undiscovered
Managers All Cap Value Fund (the "All Cap Value Fund"), Undiscovered Managers
Behavioral Growth Fund (the "Behavioral Growth Fund"), Undiscovered Managers
Behavioral Value Fund (the "Behavioral Value Fund"), Undiscovered Managers Core
Equity Fund (the "Core Equity Fund"), Undiscovered Managers Hidden Value Fund
(the "Hidden Value Fund"), the REIT Fund, Undiscovered Managers Small Cap Value
Fund (the "Small Cap Value Fund"), the Special Small Cap Fund, UM International
Equity Fund (the "International Equity Fund") and UM International Small Cap
Equity Fund (the "International Small Cap Equity Fund").

Each Fund will not:

1. Borrow money in excess of 33 1/3% of the value of its total assets (not
including the amount borrowed) at the time the borrowing is made.

2. Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments,
it may be deemed to be an underwriter under certain federal securities
laws.

3. Purchase or sell real estate, although it may purchase securities of
issuers which deal in real estate, securities which are secured by
interests in real estate, and securities which represent interests in
real estate, and it may acquire and dispose of real estate or interests
in real estate acquired through the exercise of its rights as a holder
of debt obligations secured by real estate or interests therein.

4. Purchase or sell commodities or commodity contracts, except that the
Fund may purchase and sell financial futures contracts and options, and
may enter into swap agreements, foreign exchange contracts and other
financial transactions not involving physical commodities.

5. Make loans, except by purchase of debt obligations in which the Fund
may invest consistent with its investment policies, by entering into
repurchase agreements, or by lending its portfolio securities.

6. Purchase securities (other than securities of the U.S. government, its
agencies or instrumentalities) if, as a result of such purchase, more
than 25% of the Fund's total assets would be invested in any one
industry; except that the REIT Fund will invest more than 25% of its
total assets in securities issued by real estate investment trusts (as
defined in the Internal Revenue Code of 1986 (the "Code")).

-4-

7. Issue any class of securities which is senior to the Fund's shares of
beneficial interest, except for permitted borrowings.

Although the Funds are permitted to borrow money to a limited extent, no Fund
currently intends to do so.

In addition to the foregoing fundamental investment restrictions, it is contrary
to each Fund's present policy, which may be changed without shareholder
approval, to:

Invest in (a) securities which at the time of such investment are not readily
marketable, (b) securities restricted as to resale (excluding securities
determined by the Trustees of the Trust (or the person designated by the
Trustees to make such determinations) to be readily marketable), and (c)
repurchase agreements maturing in more than seven days, if, as a result, more
than 15% of the Fund's net assets (taken at current value) would be invested in
securities described in (a), (b) and (c) above.

All percentage limitations on investments will apply at the time of the making
of an investment (except for the non-fundamental restriction set forth in the
immediately preceding paragraph) and shall not be considered violated unless an
excess or deficiency occurs or exists immediately after and as a result of such
investment.

Investment Restrictions--Undiscovered Managers Behavioral Long/Short Fund

The following investment restrictions are fundamental policies of Undiscovered
Managers Behavioral Long/Short Fund (the "Behavioral Long/Short Fund").

The Fund will not:

1. Borrow money in excess of 33 1/3% of the value of its total assets (not
including the amount borrowed) at the time the borrowing is made. Short
sales and related borrowings of securities are not subject to this
restriction.

-5-

7. Issue any class of securities which is senior to the Fund's shares of
beneficial interest, except for permitted borrowings; any pledge or
encumbrance of assets; short sales; any collateral arrangements with
respect to short sales, swaps, options, future contracts and options on
future contracts and with respect to initial and variation margin; and
the purchase or sale of options, future contracts or options on future
contracts.

Although the Fund is permitted to borrow money to a limited extent, it does not
currently intend to do so.

In addition to the foregoing fundamental investment restrictions, it is contrary
to the Fund's present policy, which may be changed without shareholder approval,
to:

ADDITIONAL DESCRIPTION OF INVESTMENTS, INVESTMENT PRACTICES AND RISKS

The following is an additional description of certain investments, investment
practices and risks of certain of the Funds.

-6-

SHORT SALES
The Behavioral Long/Short Fund will seek to realize gains through short sales.
Short sales are transactions in which the Fund sells a security that it does not
own, in anticipation of a future decline in the value of that security. To
complete such a transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is then obligated to replace the security borrowed by
purchasing it in the market at or prior to the time of replacement. The price at
such time may be more or less than the price at which the security was sold by
the Fund. Until the security is replaced, the Fund is required to repay the
lender any dividends or interest that accrue during the period of the loan. To
borrow the security, the Fund may also be required to pay a premium, which would
increase the cost of the security sold. The net proceeds of the short sale will
be retained by the broker (or by the Fund's custodian in a special custody
account), to the extent necessary to meet margin requirements, until the short
position is closed out. The Fund will also incur transaction costs in effecting
short sales.

The Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date which the
Fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of the premium,
dividends, interest or expenses the Fund may be required to pay in connection
with a short sale. An increase in the value of a security sold short by the Fund
over the price at which it was sold short will result in a loss to the Fund.
There can be no assurance that the Fund will be able to close out the position
at any particular time or at any acceptable price. The Fund's use of short sales
may cause the Fund to realize higher amounts of short-term capital gains which
are generally taxed at ordinary income tax rates than it would if it did not
engage in short sales.

REPURCHASE AGREEMENTS
Any assets of the Funds not invested in common stocks or other equity securities
will generally be held in the form of cash or in repurchase agreements. Under a
repurchase agreement, a Fund buys securities from a seller, usually a bank or
brokerage firm, with the understanding that the seller will repurchase the
securities at a higher price at a later date. If the seller fails to repurchase
the securities, the Fund has rights to sell the securities to third parties.
Repurchase agreements can be regarded as loans by the Fund to the seller,
collateralized by the securities that are the subject of the agreement.
Repurchase agreements afford an opportunity for the Fund to earn a return on
available cash at relatively low credit risk, although the Fund may be subject
to various delays and risks of loss if the seller fails to meet its obligation
to repurchase. The staff of the Securities and Exchange Commission is currently
of the view that repurchase agreements maturing in more than seven days are
illiquid securities.

LOANS OF SECURITIES
The Funds may lend their portfolio securities, provided that cash or equivalent
collateral equal to at least 100% of the market value of the securities loaned
is continuously maintained by the borrower with the Funds. During the time
securities are on loan, the borrower will pay the

-7-

Fund an amount equivalent to any dividends or interest paid on such securities,
and the Fund may invest the cash collateral and earn additional income, or it
may receive an agreed upon amount of interest income from the borrower who has
delivered equivalent collateral. These loans are subject to termination at the
option of the Fund or the borrower. A Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. It is not currently anticipated that any Fund will have on loan at any
given time securities totaling more than one-third of its net assets. A Fund
runs the risk that the counterparty to a loan transaction will default on its
obligation and that the value of the collateral received may be insufficient to
cover the securities loaned as a result of an increase in the value of the
securities or decline in the value of the collateral.

LEVERAGE
Although it is not the current intention of any of the Funds to engage in
borrowing, each Fund may borrow money provided that the total amount borrowed
and outstanding at the time the borrowing is made does not exceed 33 1/3% of the
value of such Fund's total assets (not including the amount borrowed). The use
of leverage through borrowing creates an opportunity for increased net income,
but, at the same time, creates special risks. There can be no assurance that a
leveraging strategy will be successful during any period in which it is
employed. The intent of using leverage would be to provide the holders of a
Fund's shares with a potentially higher return. Leverage creates risks for a
Fund, including the likelihood of greater volatility of the net asset value and
market price of the Fund's shares. To the extent the income derived from
securities purchased with funds received from leverage exceeds the cost of
leverage, a Fund's return will be greater than if leverage had not been used.
Conversely, if the income from the securities purchased with such funds is not
sufficient to cover the cost of leverage, the return to a Fund will be less than
if leverage had not been used, and therefore the amounts available for
distribution to such Fund's shareholders as dividends and other distributions
will be reduced or eliminated. In the latter case, a Fund's sub-adviser in its
best judgment nevertheless may determine to maintain the Fund's leveraged
position if it deems such action to be appropriate under the circumstances.
During periods in which a Fund is using leverage, the fees paid by such Fund to
Undiscovered Managers, LLC ("Undiscovered Managers"), for investment advisory
and administrative services will be higher than if the Fund did not use leverage
because the fees paid will be calculated on the basis of the Fund's total net
assets, including the amount borrowed.

FOREIGN CURRENCY HEDGING TRANSACTIONS
Each of the International Equity and the International Small Cap Equity Funds
(the "International Funds") may engage in foreign currency exchange
transactions. The International Funds may (i) purchase or sell a foreign
currency on a spot (or cash) basis at the prevailing spot rate, (ii) enter into
negotiated contracts to purchase or sell foreign currencies at a future date
("forward contracts"), (iii) purchase and sell standardized, exchange-traded
foreign currency futures contracts and (iv) purchase exchange-listed and
over-the-counter call and put options on foreign currency futures contracts and
on foreign currencies. A put option

-8-

on a futures contract gives a Fund the right to assume a short position in the
futures contract until the expiration of the option. A put option on currency
gives a Fund the right to sell a currency at an exercise price until the
expiration of the option. A call option on a futures contract gives a Fund the
right to assume a long position in the futures contract until the expiration of
the option. A call option on currency gives a Fund the right to purchase a
currency at the exercise price until the expiration of the option.

The precise matching of the amounts of foreign currency exchange transactions
and the value of any related portfolio securities will not generally be possible
since the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
dates the currency exchange transactions are entered into and the dates they
mature.

It is impossible to forecast with precision the market value of portfolio
securities at the expiration or maturity of a forward or futures contract.
Accordingly, in cases where a Fund seeks to protect the value of portfolio
securities through a foreign currency hedging transaction, it may be necessary
for a Fund to purchase additional foreign currency on the spot market (and bear
the expense of such purchase) if the market value of the security or securities
being hedged is less than the amount of foreign currency a Fund is obligated to
deliver and if a decision is made to sell the security or securities and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security or securities if the market value of such security or securities
exceeds the amount of foreign currency a Fund is obligated to deliver.

Foreign currency transactions that are intended to hedge the value of securities
a Fund owns or contemplates purchasing do not eliminate fluctuations in the
underlying prices of those securities. Rather, such currency transactions simply
establish a rate of exchange which can be used at some future point in time.
Additionally, although these techniques tend to minimize the risk of loss due to
a change in the value of the currency involved, they tend to limit any potential
gain that might result from the increase in the value of such currency.

CURRENCY FORWARD AND FUTURES CONTRACTS
A forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract as agreed by the parties, at a price set at
the time of the contract. In the case of a cancelable forward contract, the
holder has the unilateral right to cancel the contract at maturity by paying a
specified fee. The contracts traded in the interbank market are negotiated
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. A foreign currency futures
contract is a standardized contract for the future delivery of a specified
amount of a foreign currency at a future date at a price set at the time of the
contract. Foreign currency futures contracts are traded on futures exchanges.

-9-

Forward foreign currency exchange contracts differ from foreign currency futures
contracts in certain respects. For example, the maturity date of a forward
contract may be any fixed number of days from the date of the contract agreed
upon by the parties, rather than a date selected in accordance with exchange
rules in a predetermined month. Forward contracts may be in any amounts agreed
upon by the parties rather than standardized amounts. Also, forward foreign
exchange contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires no margin or
other deposit.

At the maturity of a forward or futures contract, a Fund may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to futures contracts are
effected on an exchange; a clearing corporation associated with the exchange
typically assumes responsibility for closing out such contracts. Closing
transactions with respect to forward contracts are usually effected with the
currency trader who is a party to the original forward contract. It may
therefore be more difficult to effect a closing transaction with respect to a
forward contract than with respect to a futures contract.

Positions in foreign currency futures contracts may be closed out only on an
exchange that provides a secondary market in such contracts. Although the Funds
intend to purchase or sell foreign currency futures contracts only on exchanges
where there appears to be an active secondary market, there is no assurance that
a secondary market on an exchange will exist for any particular contract or at
any particular time. In such event, it may not be possible to close a futures
position and, in the event of adverse price movements, a Fund would continue to
be required to make daily cash payments of variation margin.

Each International Fund will maintain cash or liquid securities eligible for
purchase by such Fund in a segregated account with the Fund's custodian in an
amount at least equal to (i) the difference between the current value of such
Fund's liquid holdings that settle in the relevant currency and such Fund's
outstanding obligations under currency forward contracts, or (ii) the current
amount, if any, that would be required to be paid to enter into an offsetting
forward currency contract which would have the effect of closing out the
original forward contract.

FOREIGN CURRENCY OPTIONS
Options on foreign currencies operate similarly to options on securities, and
are traded primarily in the over-the-counter market, although options on foreign
currencies are listed on several exchanges. There can be no assurance that a
liquid secondary market will exist for a particular option at any specific time.
Options on foreign currencies are affected by all of those factors that
influence foreign exchange rates and investments generally.

The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of

-10-

transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign currencies
and there is no regulatory requirement that quotations available through dealers
or other market sources be firm or revised on a timely basis. Available
quotation information is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(less than $1 million) where rates may be less favorable. The interbank market
in foreign currencies is a global, around-the-clock market. To the extent that
the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that cannot be reflected in the U.S. options markets.

FOREIGN CURRENCY CONVERSION
Although foreign exchange dealers do not charge a fee for currency conversion,
they do realize a profit based on the difference (the "spread") between prices
at which they are buying and selling various currencies. Thus, a dealer may
offer to sell a foreign currency to a Fund at one rate, while offering a lesser
rate of exchange should a Fund desire to resell that currency to the dealer.

For a discussion of tax considerations relating to foreign currency
transactions, see "Income Dividends, Capital Gain Distributions and Tax Status"
below.

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for generally overseeing the conduct
of the Trust's business. Subject to such policies as the Trustees of the Trust
may determine, Undiscovered Managers, the Funds' investment adviser, has
responsibility for the management of the Funds' affairs. Each Fund's investment
portfolio is managed on a day-to-day basis by that Fund's sub-adviser, under the
general oversight of Undiscovered Managers and the Trustees of the Trust.

The Trustees and officers of the Trust, their ages, addresses and principal
occupations during the past five years are as follows:

*Mark P. Hurley (41)--Trustee and President. President and Chief Executive
Officer of Undiscovered Managers since September, 1997; formerly Managing
Director of Merrill Lynch & Company from February, 1996 to January, 1997;
formerly Vice President of Goldman, Sachs & Co. from August, 1992 to February,
1996.

Roger B. Keating (38)--Trustee. 550 15th Street, Suite 24, San Francisco,
California 94103; President and Chief Executive Officer of ReacTV, an online
news broadcasting firm, since March, 1998; Senior Vice President of Online
Division of Comcast Cable Communications

-11-

from May, 1996 to March, 1998; Area Vice President and General Manager of West
Florida area of Comcast Cable Communications from August, 1993 to May, 1996.

Matthew J. Kiley (37)--Trustee. 849 Foxfield Road, Lower Gwynedd, Philadelphia,
Pennsylvania 19002; self-employed; formerly Executive Vice President of Campus
Services at ARAMARK from May, 1998 to October, 1999 and Executive Vice President
of Sports and Entertainment and Vice President of Global Food and Support
Services at ARAMARK Corp. from September, 1996 to May, 1998; formerly Manager at
McKinsey & Company from January, 1990 to September, 1996.

Robert P. Schmermund (44)--Trustee. 900 19th Street, N.W., Suite 400,
Washington, D.C. 20006; Communications Director of America's Community Bankers
since January, 1993.

Brian J. O'Neill (31)--Treasurer. 3200 Horizon Drive, King of Prussia,
Pennsylvania 19406; Director of Financial Reporting Department for First Data
Investor Services Group, Inc. ("First Data"), since June, 1994.

Mary Chris Sayre (36)--Secretary. Employee of Undiscovered Managers since
October, 1997; formerly Assistant to Chairman and President and Special Events
Coordinator at Prentiss Properties Trust from February, 1997 to October, 1997;
formerly Director of University Honors Program and Dedman College Mentoring
Program at Southern Methodist University from June, 1991 to February, 1997.
- -----------------------------

* Trustees who are "interested persons" (as defined in the 1940 Act) of
the Trust or of Undiscovered Managers.

The address of each Trustee and officer of the Trust affiliated with
Undiscovered Managers is Plaza of the Americas, 700 North Pearl Street, Dallas,
Texas 75201.

The Trust pays no compensation to any of its officers or to the Trustees listed
above who are officers or employees of Undiscovered Managers. Each Trustee who
is not an officer or employee of Undiscovered Managers is compensated at the
rate of $10,000 per annum. The Trust provides no pension or retirement benefits
to the Trustees but has adopted a deferred payment arrangement under which each
Trustee who is to receive fees from the Trust may elect not to receive such fees
on a current basis but to receive in a subsequent period an amount equal to the
value that such fees would have if they had been invested in one or more of the
Funds on the normal payment date for such fees. As a result of this method of
calculating the deferred payments, each Fund, upon making the deferred payments,
will be in the same financial position as if the fees had been paid on the
normal payment dates.

The following table sets forth information covering the total compensation paid
(or deferred in lieu of current payment) by the Trust during its fiscal year
ended August 31, 1999 to the persons who served as Trustees during such period:

-12-

Total Compensation
Aggregate Compensation From Trust and
Person From Trust Fund Complex*

Mark P. Hurley $0 $0
Roger B. Keating $10,000 $10,000
Matthew J. Kiley $10,000 $10,000
Robert P. Schmermund $10,000 $10,000
- -----------------------
* No Trustee received any compensation from any mutual fund affiliated
with Undiscovered Managers, other than the Trust.

OWNERSHIP OF SHARES OF THE FUNDS

As of September 30, 1999, the following persons or entities held more than 25%
of the outstanding shares of a Fund, and as a result, may be deemed to "control"
such Fund as that term is defined in the 1940 Act.

Fund Name % Ownership
Behavioral Growth Fund None
Behavioral Value Fund Ingersoll & Co. 29.31
Behavioral Long/Short Fund FTC & Co. 35.51
BankBoston Custodian f/b/o
Dr. Roy F. Kokenge IRA 31.28
Special Small Cap Fund None
REIT Fund None
Small Cap Value Fund None
Hidden Value Fund Security Trust Co. Trustee, 41.45
ContinentalConveyer &
Equipment Co. 401(k) Plan
Core Equity Fund None
All Cap Value Fund None
International Equity Fund Forbank & Co. 98.59
International Small Cap Forbank & Co. 84.03
Equity Fund

Institutional Class Shares

As of September 30, 1999, to the Trust's knowledge, the following persons or
entities owned of record and/or beneficially 5% or more of the outstanding
Institutional Class shares of the following Funds:

-13-

Fund Name and Address % Ownership

Behavioral Growth Fund Charles Schwab & Co., Inc. 37.51
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Fidelity Investments 31.14
Institutional Operations, Inc.,
as agent for certain employee benefit plans
100 Magellan Way
Covington, KY 41045

Behavioral Value Fund Charles Schwab & Co., Inc. 36.30
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Ingersoll & Co. 29.31
P.O. Box 10478
Des Moines, IA 50306

Bank Boston Cust. 8.38
f/b/o Dr. Roy F. Kokenge IRA
819 North 53 Ave.
Yakima, WA 98908

John L. Kling & 5.92
Lisbeth H. Kling, JTWROS
872 SE Edgeknoll Dr.
Pullman, WA 99163

Behavioral Long/Short Fund FTC & Co. 35.51
Datalynx #846058621
House Account
P.O. Box 173736
Denver, CO 80217

Bank Boston Cust. 31.28
f/b/o Dr. Roy F. Kokenge IRA
819 North 53 Ave.
Yakima, WA 98908

-14-

Russell J. Fuller TTEE 11.98
Fuller Revocable Trust
2202 Bettina Ave.
Belmont, CA 94002

Charles Schwab & Co., Inc. 7.71
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Special Small Cap Fund Charles Schwab & Co., Inc. 82.69
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

REIT Fund Charles Schwab & Co., Inc. 87.07
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Small Cap Value Fund Charles Schwab & Co., Inc. 73.38
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Donaldson Lufkin Jenrette 10.03
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998

Hidden Value Fund Charles Schwab & Co., Inc. 24.41
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Mark P. Hurley 5.68
4121 Caruth Blvd.
Dallas, TX 75225

-15-

Michael B. Hermon 5.09
David E. Hermon Custodian
P.O. Box 530
Marblehead, MA 01945

Etan N. Hermon 5.09
David E. Hermon Custodian
P.O. Box 530
Marblehead, MA 01945

Harley Goldberg TOD 5.05
TTEES of Jeffery B. Johnson Trust
1 Boatswains Way
Chelsea, MA 02150

Core Equity Fund Charles Schwab & Co., Inc. 75.32
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

FTC & Co. 6.86
Attn: Datalynx House Account
717 17th St. Suite 2600
Denver, CO 80202-3323

All Cap Value Fund Charles Schwab & Co., Inc. 36.64
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

BankBoston Cust IRA 11.46
f/b/o Charles L. Edson
5802 Surrey St.
Chevy Chase, MD 20815-5419

Mark P. Hurley 8.15
4121 Caruth Blvd.
Dallas, TX 75225

BankBoston Cust 7.42
James P. Nicholls IRA Rollover
737 Cole St.
San Francisco, CA 94117

Undiscovered Managers LLC 7.15
700 North Pearl Street
Dallas, TX 75201

-16-

International Equity Fund Forbank & Co. 98.59
c/o Bankers Trust Co.
P.O. Box 704 Church Street Station
New York, NY 10008

International Small Cap Forbank & Co. 84.03
Equity Fund c/o Bankers Trust Co.
P.O. Box 704 Church Street Station
New York, NY 10008

FTC & Co. 11.87
Datalynx #846058621
House Account
P.O. Box 173736
Denver, CO 80217

</TABLE>

Investor Class Shares

As of September 30, 1999, to the Trust's knowledge, the following persons or
entities owned of record and/or beneficially 5% or more of the outstanding
Investor Class shares of the following Funds:

Fund Name and Address % Ownership

Behavioral Growth Fund Dain Rauscher Inc. f/b/o 19.19
Michael G. King
Elizabeth W. King
Long Term Account
JT TEN/WROS 14800 164th Place N.E.

Dain Rauscher Inc. f/b/o 9.39
Washington Law School Foundation
Attn: Judi Christianson
1100 N.E. Campus Parkway
Seattle, WA 98105

Bruce G. Garner 5.88
Kaye F. Garner JTWROS
30 Edwardes Square
London UK W8 6HH

REIT Fund Allen D. Kroll TTEE 49.77
Howard J. Rubin TTEE
Davis & Gilbert LLP
Prof. Shar. Ret. Pl U/A 1/1/90
1740 Broadway
New York, NY 10019-4315

-17-

Dain Rauscher Inc. f/b/o 18.40
William F. Etter
Mary Beth O. Etter
JT TEN Portfolio Focus East 1906 23rd Ave.

Dain Rauscher Custodian 11.34
James L. Kirschbaum
A/C #4702-1780
Qualified IRA Rollover
South 6819 Highland Park Drive
Spokane, WA 99223

Small Cap Value Fund Security Trust Co. TTEE 59.69
Continental Conveyer & Equipment Co.
401(k) Pl
2390 E. Camelback Rd., Suite 240
Phoenix, AZ 85016

Security Trust Co. TTEE 23.51
f/b/o Continental Conveyor & Equipment
Co./Target Benefit Pl
2390 E. Camelback Rd., Suite 240
Phoenix, AZ 85016

National Investors Service Corp. 5.08
for the exclusive benefit of our customers
55 Water St., 32nd Fl.
New York, NY 10041-3299

Hidden Value Fund Security Trust Co. TTEE 67.36
Continental Conveyer & Equipment Co.
401(k) Pl
2390 E. Camelback Rd., Suite 240
Phoenix, AZ 85016

Security Trust Co. TTEE 28.74
f/b/o Continental Conveyor & Equipment
Co/Target Benefit Pl
2390 E. Camelback Rd., Suite 240
Phoenix, AZ 85016

Core Equity Fund Charles Schwab & Co., Inc. 89.24
Special Cust A/C
FBO Exclusive Benefit of Customers
Attn. Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

-18-

Undiscovered Managers, LLC 8.37
700 North Pearl Street
Dallas, TX 75201

All Cap Value Fund Undiscovered Managers, LLC 100.00
700 North Pearl Street
Dallas, TX 75201

</TABLE>

Class C Shares

As of September 30, 1999, to the Trust's knowledge, the following persons or
entities owned of record and/or beneficially 5% or more of the outstanding Class
C shares of the following Funds:

Fund Name and Address % Ownership

Behavioral Growth Fund Donaldson Lufkin Jenrette Securities 77.94
Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998

Susette N. Gongola 6.10
JC Bradford & Co Cust IRA RLV
5432 Nebraska Ave N.W.
Washington, DC 20016

REIT Fund Donaldson Lufkin Jenrette Securities 83.50
Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998

First Trust Corp. TTEE 16.49
f/b/o Patricia A. Gordon
A/C#002448560001 06/05/1985
P.O. Box 173301
Denver, CO 80217-3301

Small Cap Value Fund Donaldson Lufkin Jenrette Securities 68.94
Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998

First Trust Corp. TTEE 14.55
f/b/o Patricia A. Gordon
A/C#002448560001 06/05/1985
P.O. Box 173301
Denver, CO 80217-3301

-19-

NFSC FEBO #0C8-220450 8.49
NFSC/FMTC IRA
f/b/o Laurel J. Rocchio
24 Ledge Road
East Greenwich, RI 02818

Conrad D. Morrissey 8.01
Lu Ann W. Morrissey JTWROS
93 Shoemaker Lane
Agawam, MA 01001

Core Equity Fund NFSC FEBO #0C8-220450 99.69
NFSC/FMTC IRA
f/b/o Laurel J. Rocchio
24 Ledge Road
East Greenwich, RI 02818

All Cap Value Fund Maureen S. Avery 37.93
P.O. Box 5
17 Holland Ave., Apt. 3
Westfield, MA 01086

NFSC FEBO #0SN-250600 26.96
Anthony F. Grant
c/o Restaurant Bricco
78 Laselle Road
West Hartford, CT 06170

NFSC FEBO #0SN-522260 26.96
Michael A. Grant
100 Wells St., Apt. 704
Bushnell Plaza
Hartford, CT 06103

Raymond G. Bouillard & Arlene A. 8.12
Bouillard, JTWROS
42 Stephanie Lane
Westfield, MA 01085

International Equity Fund Lynn D. Surls 99.86
Kathryn L. Surls JTWRO
7227 Lane Park Drive
Dallas, TX 75225

</TABLE>

Ownership by Trustees and Officers

As of September 30, 1999, the Trustees and officers of the Trust owned
beneficially less than 1% of the shares of each class of each Fund, except for
Institutional Class shares of the

-20-

following Funds, which represent the following percentage ownership of
Institutional Class shares of such Funds:

Fund Shares % Ownership
---- ------ -----------
Special Small Cap Fund 17,125.181 1.38
Hidden Value Fund 7,448.673 5.68
Core Equity Fund 5,319.333 1.83
All Cap Value Fund 5,195.650 8.15

None of the foregoing amounts include amounts owned by Undiscovered Managers, of
which Mr. Hurley, a Trustee and the President of the Trust, is a controlling
person.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER AND SUB-ADVISERS
As described in the Prospectus, Undiscovered Managers is the investment adviser
of each Fund and as such, has responsibility for the management of each Fund's
affairs, under the supervision of the Trust's Board of Trustees. Each Fund's
investment portfolio is managed on a day-to-day basis by that Fund's
sub-adviser, under the general oversight of Undiscovered Managers and the Board
of Trustees. See "The Funds" in the Prospectus. Undiscovered Managers is a
limited liability company organized under the laws of Delaware with two voting
members, Mark P. Hurley and AMRESCO, Inc., a publicly traded corporation engaged
in residential mortgage banking, commercial mortgage banking, asset management
and commercial finance, each owning more than 25% of the voting securities of
Undiscovered Managers and therefore regarded to control Undiscovered Managers
for purposes of the 1940 Act. As disclosed in this SAI under the heading
"Management of the Trust," (i) Mark P. Hurley is a Trustee and the President of
the Trust as well as the President and Chief Executive Officer and a controlling
member of Undiscovered Managers, and (ii) Mary Chris Sayre is the Secretary of
the Trust as well as an employee of Undiscovered Managers. Undiscovered Managers
is further affiliated with the Trust through its ownership as of September 30,
1999, of more than 5% of the outstanding shares of the All Cap Value Fund.

Under each Fund's advisory agreement with Undiscovered Managers, Undiscovered
Managers is entitled to fees, payable at least quarterly, of a certain
percentage of the average daily net asset value of such Fund. Such fees are paid
by each class of shares of the relevant Fund based upon the average daily net
assets of such class. For a description of such fees, see "The Funds -- The
Funds' Management" in the Prospectus. During the Trust's fiscal years ended
August 31, 1998 and August 31, 1999, the advisory fees incurred by the Funds to
Undiscovered Managers pursuant to the relevant advisory agreement (before giving
effect to

-21-

expense reductions under the expense deferral arrangements described below), and
the amount of expense reductions under the expense deferral arrangements, were
as follows:
<TABLE>
<CAPTION>
<S> <C> <C>

Fiscal Year Ended August 31, 1998 Fiscal Year Ended August 31, 1999

Fund Advisory Fee Expense Reduction Advisory Fee Expense Reduction
Behavioral Growth Fund $22,389 $22,389
Behavioral Value Fund -0-* -0-*
Behavioral Long/Short Fund -0-* -0-*
Special Small Cap Fund $61,497 $61,497
REIT Fund $36,513 $36,513
Small Cap Value Fund $31,827 $31,827
Hidden Value Fund $4,606 $4,606
Core Equity Fund $3,175 $3,175
All Cap Value Fund $1,260 $1,260
International Equity Fund -0-* -0-*
International Small Cap -0-* -0-*
Equity Fund
- -------------------
*The Fund had not commenced operations as of August 31, 1998.
</TABLE>

The advisory fee payable by the Special Small Cap Fund varies depending on the
Fund's investment performance. For a description of such fee rate and an example
of such rate at various levels of performance see "The Funds -- the Funds'
Management" in the Prospectus.

As described in the Prospectus, Undiscovered Managers has contractually agreed
to certain arrangements to limit each Fund's expenses. See "Trust Expenses"
below.

Each Fund's investment portfolio is managed on a day-to-day basis by that Fund's
sub- adviser. Each of the sub-advisers, except Unibank Securities, Inc., is
regarded for purposes of the 1940 Act as being controlled by the following
persons, each of whom is a principal of the firm and owns more than 25% of the
voting securities of the firm: Russell J. Fuller (Fuller & Thaler Asset
Management, Inc.); David J. Steirman and Abbott J. Keller (Kestrel Investment
Management Corporation); Gary G. Pollock and William F.K. Schaff (Bay Isle
Financial Corporation); James L. Kaplan (J.L. Kaplan Associates, LLC); Leslie A.
Waite (Waite & Associates, L.L.C.); and Sherwood T. Small (E.R. Taylor
Investments, Inc.). Unibank Securities, Inc., is regarded for purposes of the
1940 Act as being controlled by Unidanmark A/S, a publicly traded financial
services holding company in Denmark.

Under each sub-advisory agreement relating to the Funds between Undiscovered
Managers and such Fund's sub-adviser, the sub-adviser is entitled to fees,
payable at least quarterly by Undiscovered Managers out of the fees it receives,
of a certain percentage of the average daily net asset value of such Fund. For a
description of such fees, see "The Funds -- The Funds' Management" in the
Prospectus. During the Trust's fiscal years ended August 31, 1998 and

-22-

August 31, 1999, Undiscovered Managers paid the following amounts as
sub-advisory fees to the following sub-advisers pursuant to the relevant
sub-advisory agreements:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Sub-Advisory Fee Sub-Advisory Fee
Fund Sub-Adviser For Fiscal Year 1998 For Fiscal Year 1999
---- ----------- --------------------- --------------------

Behavioral Growth Fund Fuller & Thaler Asset Management, Inc. $14,139
Behavioral Value Fund Fuller & Thaler Asset Management, Inc. -0-*
Behavioral Long/Short Fund Fuller & Thaler Asset Management, Inc. -0-*
Special Small Cap Fund Kestrel Investment Management Corporation $42,754
REIT Fund Bay Isle Financial Corporation $24,342
Small Cap Value Fund J.L. Kaplan Associates, LLC $21,214
Hidden Value Fund J.L. Kaplan Associates, LLC $2,907
Core Equity Fund Waite & Associates, L.L.C. $1,715
All Cap Value Fund E.R. Taylor Investments, Inc. $680
International Equity Fund Unibank Securities, Inc. -0-*
International Small Cap Unibank Securities, Inc. -0-*
Equity Fund
- ------------------------------
*The Fund had not commenced operations as of August 31, 1998.
</TABLE>

The sub-advisory fee payable by Undiscovered Managers relating to the Special
Small Cap Fund varies depending on the Fund's investment performance. For a
description of such fee rate, see "The Funds -- The Funds' Management" in the
Prospectus.

Each Fund's advisory agreement and related sub-advisory agreement provides that
it will continue in effect for two years from its date of execution and
thereafter from year to year if its continuance is approved at least annually
(i) by the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the relevant Fund and (ii) by vote of a
majority of the Trustees who are not "interested persons" of the Trust,
Undiscovered Managers or the relevant sub-adviser, as that term is defined in
the 1940 Act, cast in person at a meeting called for the purpose of voting on
such approval. Any amendment to a Fund's advisory agreement must be approved by
vote of a majority of the outstanding voting securities of the relevant Fund and
by vote of a majority of the Trustees who are not interested persons, cast in
person at a meeting called for the purpose of voting on such approval. Any
amendment to a sub-advisory agreement relating to a Fund must be approved by
vote of a majority of the outstanding voting securities of such Fund and by vote
of a majority of the Trustees who are not interested persons, cast in person at
a meeting called for the purpose of voting on such approval, unless such
approvals are no longer required by law.

Each Fund's advisory agreement may be terminated without penalty by vote of the
Board of Trustees of the Trust or by vote of a majority of the outstanding
securities of the relevant Fund, upon sixty days' written notice, and by
Undiscovered Managers upon ninety days' written notice, and shall automatically
terminate in the event of its assignment. Each Fund's advisory agreement
provides that Undiscovered Managers owns all rights to and control of the name
"Undiscovered Managers," and each of the International Funds' advisory
agreements also provides that Undiscovered Managers owns all rights to and
control of the name "UM."

-23-

Each Fund's advisory agreement will automatically terminate if the Trust or the
relevant Fund shall at any time be required by Undiscovered Managers to
eliminate all reference to the words "Undiscovered Managers" or "UM," as
applicable, in the name of the Trust or the relevant Fund, unless the
continuance of the agreement after such change of name is approved by a majority
of the outstanding voting securities of the relevant Fund and by a majority of
the Trustees who are not interested persons of the Trust or Undiscovered
Managers, cast in person at a meeting called for the purpose of voting on such
approval.

Each sub-advisory agreement relating to a Fund may be terminated without penalty
by Undiscovered Managers, by vote of the Board of Trustees or by vote of a
majority of the outstanding voting securities of the relevant Fund, upon sixty
days' written notice, and each terminates automatically in the event of its
assignment and upon termination of the related advisory agreement. Certain of
the sub-advisory agreements relating to the Funds may be terminated by the
relevant sub-adviser in certain circumstances.

Each Fund's advisory agreement and related sub-advisory agreement provides that
Undiscovered Managers or the applicable sub-adviser shall not be subject to any
liability in connection with the performance of its services thereunder in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.

The Trust has applied for an exemptive order from the Securities and Exchange
Commission to permit Undiscovered Managers, subject to the approval of the
Trust's Board of Trustees and certain other conditions, to enter into
sub-advisory agreements with sub-advisers other than the current sub-adviser of
any Fund and amend sub-advisory agreements with sub- advisers without obtaining
shareholder approval. See "The Funds -- The Funds' Management" in the
Prospectus.

TRUST EXPENSES
As described in the Prospectus, Undiscovered Managers has contractually agreed
to reduce its management fees and pay the expenses of each Fund's Institutional
Class, Investor Class and Class C shares in order to limit such classes'
expenses (exclusive of brokerage costs, interest, taxes, dividends payable with
respect to securities sold short, if any, and extraordinary expenses) to the
following annual percentage rates of their respective average daily net assets,
subject to the obligation of each class of a Fund to repay Undiscovered Managers
such class's deferred fees and expenses in future years, if any, when such
class's expenses (exclusive of brokerage costs, interest, taxes, dividends
payable with respect to securities sold short, if any, and extraordinary
expenses) fall below the stated percentage rate, but only to the extent that
such repayment would not cause such class's expenses (exclusive of brokerage
costs, interest, taxes, dividends payable with respect to securities sold short,
if any, and extraordinary expenses) in any such future year to exceed the stated
percentage rate, and provided that such class is not obligated to repay any such
deferred fees and expenses more than five years after the end of the fiscal year
in which they were incurred (for expenses incurred prior to

-24-

___________, 1999, the Funds' repayment obligation extended until two years
after the end of the fiscal year in which the expenses were incurred):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Institutional Class Investor Class Class C
---- ------------------- -------------- -------
Behavioral Growth Fund 1.30% 1.65% 2.30%
Behavioral Value Fund 1.40% N/A* N/A*
Behavioral Long/Short Fund 2.00% N/A* N/A*
Special Small Cap Fund 0.55% plus the advisory N/A* N/A*
fee rate for the year
in question
REIT Fund 1.40% 1.75% 2.40%
Small Cap Value Fund 1.40% 1.75% 2.40%
Hidden Value Fund 1.30% 1.65% N/A*
Core Equity Fund 0.99% 1.34% 1.99%
All Cap Value Fund 0.99% N/A* 1.99%
International Equity Fund 1.45% N/A* 2.45%
International Small Cap Equity Fund 1.60% N/A* N/A*
- -------------------------------
* The Fund does not currently offer such class.
</TABLE>

These agreements have a term ending on December 31, 2000 and are renewable year
to year thereafter.

ADMINISTRATOR
Pursuant to an Administrative Services Agreement between the Trust and
Undiscovered Managers, Undiscovered Managers has agreed to provide all
administrative services to the Funds, including but not limited to corporate
secretarial, treasury, blue sky and fund accounting services. For these
services, each Fund pays Undiscovered Managers a monthly fee at the annual rate
of 0.25% of such Fund's average net asset value. During the Trust's fiscal year
ended August 31, 1998 and August 31, 1999, the following amounts were paid or
payable to Undiscovered Managers pursuant to the Administrative Services
Agreement:
<TABLE>
<CAPTION>
<S> <C> <C>
Administration Fee Administration Fee
For the Fiscal Year For the Fiscal Year
Fund Ended August 31, 1998 Ended August 31, 1999
---- --------------------- ---------------------
Behavioral Growth Fund $5,892
Behavioral Value Fund -0-*
Behavioral Long/Short Fund -0-*
Special Small Cap Fund $13,369
REIT Fund $8,693
Small Cap Value Fund $7,578
Hidden Value Fund $1,212
Core Equity Fund $1,073
All Cap Value Fund $426
International Equity Fund -0-*
International Small Cap Equity Fund -0-*
- -----------------------
*The Fund had not commenced operations as of August 31, 1998.
</TABLE>

-25-

These amounts were subject to reduction and reimbursement under the expense
deferral arrangements described above. Undiscovered Managers has entered into an
agreement with First Data to provide certain of the foregoing administrative
services, at the expense of Undiscovered Managers.

DISTRIBUTOR
Institutional Class, Investor Class and Class C shares are sold on a continuous
basis by the Trust's distributor, First Data Distributors, Inc., (the
"Distributor"), 4400 Computer Drive, Westborough, Massachusetts 01581. Under the
Distribution Agreement between the Trust and the Distributor, the Distributor is
not obligated to sell any specific amount of shares of the Trust, but will use
efforts deemed appropriate by it to solicit orders for the sale of the Trust's
shares and to undertake such advertising and promotion as it believes reasonable
in connection with such solicitation. During the fiscal year ended August 31,
1998, the Distributor received no underwriting commissions from the Trust.
During the fiscal year ended August 31, 1999, the Distributor received the
following underwriting commissions relating to the following Funds:

Fund Underwriting Commissions
---- ------------------------
Behavioral Growth Fund
REIT Fund
Small Cap Value Fund
Core Equity Fund
All Cap Value Fund
International Equity Fund

None of the underwriting commissions listed above were retained by the
Distributor.

SERVICE AND DISTRIBUTION PLANS
As described in the Prospectus, the Trust has adopted, under Rule 12b-1 under
the 1940 Act, a Service and Distribution Plan relating to its Investor Class
shares and a Service and Distribution Plan relating to its Class C shares
(together, the "Service and Distribution Plans"). The Service and Distribution
Plans permit the Trust to pay to the Distributor or any successor principal
underwriter of the Trust or to one or more other persons or entities (which may
but need not be affiliated with the Trust or any of its investment advisers or
other service providers), pursuant to agreements executed on behalf of the Trust
by one or more officers of the Trust or by the Distributor or any successor
principal underwriter of the Trust, fees for services rendered and expenses
borne in connection with the provision of certain services. The Service and
Distribution Plan with respect to Investor Class shares provides that such fees
may be paid as compensation for any or all of the following: (i) engaging in
activities or bearing expenses primarily intended to result in the sale of
Investor Class shares of the Trust, (ii) providing services relating to the
Investor Class shares of the Trust (which would be in addition to any general
services provided to a Fund as a whole) and (iii) providing additional

-26-

personal services to the Trust's Investor Class shareholders and/or for the
maintenance of Investor Class shareholder accounts. On an annual basis, the
aggregate amount of fees under the Service and Distribution Plan relating to
Investor Class shares with respect to each Fund will not exceed 0.35% of the
Fund's average daily net assets attributable to its Investor Class shares. The
Service and Distribution Plan with respect to Class C shares provides that such
fees may be paid as compensation for any or all of the following: (i) engaging
in activities or bearing expenses primarily intended to result in the sale of
Class C shares of the Trust and (ii) providing additional personal services to
the Trust's Class C shareholders and/or for the maintenance of Class C
shareholder accounts. On an annual basis, the aggregate amount of fees under the
Service and Distribution Plan relating to Class C shares with respect to each
Fund will not exceed 1.00% of the Fund's average daily net assets attributable
to its Class C shares. The Service and Distribution Plans are of the type known
as "compensation" plans. This means that, although the Trustees of the Trust are
expected to take into account the expenses of the Distributor in their periodic
review of the Service and Distribution Plans, the fees are payable to compensate
the Distributor for services rendered even if the amount paid exceeds the
Distributor's expenses.

Each Service and Distribution Plan may be terminated at any time as to any Fund
by vote of a majority of the Trustees of the Trust who are not interested
persons of the Trust (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Service and Distribution
Plan or any agreements related to it, or by a vote of a majority of the
outstanding Investor Class voting securities or Class C voting securities, as
applicable, of that Fund (as defined in the 1940 Act). Any change in a Service
and Distribution Plan that would materially increase the cost to the Investor
Class shares or Class C shares, as applicable, of a Fund to which the Service
and Distribution Plan relates requires approval by the Investor Class or Class C
shareholders, as applicable, of that Fund. The Trustees of the Trust review at
least quarterly a written report of such costs and the purposes for which such
costs have been incurred. All material amendments to a Service and Distribution
Plan requires a vote of the Trustees of the Trust, including a majority of the
Trustees of the Trust who are not interested persons of the Trust (as defined in
the 1940 Act) and who have no direct or indirect financial interest in the
operation of such Service and Distribution Plan or any agreements related to it,
cast in person at a meeting called for such purpose. For so long as the Service
and Distribution Plans are in effect, the selection and nomination of those
Trustees of the Trust who are not interested persons of the Trust shall be
committed to the discretion of such disinterested persons.

Each Service and Distribution Plan will continue in effect for successive
one-year periods, provided that each such continuance is specifically approved
(i) by the vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Service and
Distribution Plan or any agreements related to it and (ii) by the vote of a
majority of the entire Board of Trustees of the Trust, in each case cast in
person at a meeting called for the purpose of voting on the continuance of the
Service and Distribution Plan.

-27-

For the Trust's fiscal year ended August 31, 1999, the following Funds paid the
Distributor the following amounts under the Service and Distribution Plan
relating to their Investor Class shares:

Amount paid during fiscal
Fund year ended August 31, 1999
---- ---------------------------
Behavioral Growth Fund
REIT Fund
Small Cap Value Fund
Hidden Value Fund
Core Equity Fund
All Cap Value Fund

For the Trust's fiscal year ended August 31, 1999, the following Funds paid the
Distributor the following amounts under the Service and Distribution Plan
relating to their Class C shares:

Amount paid during fiscal
Fund year ended August 31, 1999
---- ---------------------------
Behavioral Growth Fund
REIT Fund
Small Cap Value Fund
Core Equity Fund
All Cap Value Fund
International Equity Fund

The Trustees of the Trust believe that the Service and Distribution Plans will
provide benefits to each Fund with Investor Class shares and Class C shares, as
applicable. The Trustees of the Trust believe that the Service and Distribution
Plan relating to Investor Class shares is likely to result in greater sales
and/or fewer redemptions of the Trust's Investor Class shares, and thus higher
asset levels in the Funds with Investor Class shares, although it is impossible
to know for certain the level of sales and redemptions of the Trust's Investor
Class shares that would occur in the absence of such Service and Distribution
Plan or under alternative distribution arrangements. The Trustees of the Trust
believe that the Service and Distribution Plan relating to Class C shares is
likely to result in greater sales and/or fewer redemptions of the Trust's Class
C shares, and thus higher asset levels in the Funds with Class C shares,
although it is impossible to know for certain the level of sales and redemptions
of the Trust's Class C shares that would occur in the absence of such Service
and Distribution Plan or under alternative distribution arrangements. The
Trustees of the Trust believe that higher asset levels could benefit the Funds
with Investor Class shares and Class C shares by reducing Fund expense ratios
and/or by affording greater investment flexibility to such Funds.

ADDITIONAL ARRANGEMENTS

-28-

Custodial Arrangements. The Bank of New York, 48 Wall Street, New York, New York
10286, is the custodian for each Fund except the Behavioral Long/Short Fund.
Custodial Trust Company, 101 Carnegie Center, Princeton, New Jersey 08540, is
the custodian for the Behavioral Long/Short Fund. The custodians hold in
safekeeping certificated securities and cash belonging to the Funds and, in such
capacity, are the registered owners of securities held in book entry form
belonging to the Funds. Upon instruction, the custodians receive and deliver
cash and securities of the Funds in connection with Fund transactions and
collects all dividends and other distributions made with respect to Fund
portfolio securities. The custodians also maintain certain accounts and records
of the Funds.

Independent Auditors. The Funds' independent auditors are Deloitte & Touche LLP,
116- 300 Village Blvd., Princeton, New Jersey 08540. Deloitte & Touche LLP
conducts an annual audit of the Funds' financial statements, assists in the
preparation of the Funds' federal and state income tax returns and consults with
the Funds as to matters of accounting and federal and state income taxation.

Transfer and Dividend Paying Agent. First Data, 4400 Computer Drive,
Westborough, Massachusetts 01581, is the transfer and dividend paying agent of
the Funds.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In addition to selecting portfolio investments for the Fund(s) it manages, each
sub-adviser selects brokers or dealers to execute securities purchases and sales
for the Fund's account. Each sub-adviser selects only brokers or dealers which
it believes are financially responsible, will provide efficient and effective
services in executing, clearing and settling an order and will charge commission
rates which, when combined with the quality of the foregoing services, will
produce best price and execution for the transaction. This does not necessarily
mean that the lowest available brokerage commission will be paid. However, the
commissions are believed to be competitive with generally prevailing rates. Each
sub-adviser uses its best efforts to obtain information as to the general level
of commission rates being charged by the brokerage community from time to time
and evaluates the overall reasonableness of brokerage commissions paid on
transactions by reference to such data. In making such evaluation, all factors
affecting liquidity and execution of the order, as well as the amount of the
capital commitment by the broker in connection with the order, are taken into
account.

A sub-adviser's receipt of research services from brokers may sometimes be a
factor in its selection of a broker that it believes will provide best price and
execution for a transaction. These research services include not only a wide
variety of reports on such matters as economic and political developments,
industries, companies, securities, portfolio strategy, account performance,
daily prices of securities, stock and bond market conditions and projections,
asset allocation and portfolio structure, but also meetings with management
representatives of issuers and with other analysts and specialists. Although it
is in many cases

-29-

not possible to assign an exact dollar value to these services, they may, to the
extent used, tend to reduce the sub-adviser's expenses. Such services may be
used by a sub-adviser in managing other client accounts and in some cases may
not be used with respect to the Funds. Receipt of services or products other
than research from brokers is not a factor in the selection of brokers.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best price and execution,
purchases of shares of a Fund by customers of broker-dealers may be considered
as a factor in the selection of broker-dealers to execute the Fund's securities
transactions.

A sub-adviser may cause a Fund to pay a broker-dealer that provides brokerage
and research services to the sub-adviser an amount of commission for effecting a
securities transaction for that Fund in excess of the amount another
broker-dealer would have charged for effecting that transaction. The sub-adviser
must determine in good faith that such greater commission is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker-dealer viewed in terms of that particular transaction or the
sub-adviser's overall responsibilities to the Fund and its other clients. The
sub-adviser's authority to cause a Fund to pay greater commissions is also
subject to such policies as the Trustees of the Trust may adopt from time to
time.

Portfolio transactions for the International Equity and International Small Cap
Equity Funds may be effected by Aros Securities Inc., which is an affiliate of
Unibank, the sub-adviser to such Funds.

Transactions in unlisted securities are carried out through broker-dealers who
make the primary market for such securities unless, in the judgment of each
sub-adviser, a more favorable price can be obtained by carrying out such
transactions through other brokers or dealers.

During the fiscal years ended August 31, 1998 and August 31, 1999, the Trust
paid, on behalf of the following Funds, the aggregate amount of commissions set
forth below:

Commissions
for Fiscal Year for Fiscal Year
Fund Ended August 31, 1998 Ended August 31, 1999
---- --------------------- ---------------------
Behavioral Growth Fund $14,632 $154,818.50
Behavioral Value Fund -0-* $15,252.50
Behavioral Long/Short Fund -0-* $18,715.38
Special Small Cap Fund $34,920 $36,076.40
REIT Fund $40,434 $97,164.00
Small Cap Value Fund $36,083 $41,407.00
Hidden Value Fund $3,627 $7,726.52
Core Equity Fund $1,156 $3,738.70
All Cap Value Fund $743 $1,685.00
International Equity Fund -0-* $8,539.60
International Small Cap -0-* $11,607.40
Equity Fund

- -------------------
*The Fund had not commenced operations as of August 31, 1998.

-30-

During the fiscal year ended August 31, 1999, the sub-advisers to each of the
following Funds directed brokerage transactions, in such aggregate amounts and
for such aggregate commissions as are set forth below, for the purpose of
obtaining research services:

Brokerage Related
Fund Transactions Commissions
---- ------------ -----------
Behavioral Growth Fund
Behavioral Value Fund
Behavioral Long/Short Fund
Special Small Cap Fund
REIT Fund
Small Cap Value Fund
Hidden Value Fund
Core Equity Fund
All Cap Value Fund
International Equity Fund
International Small Cap Equity Fund

During the fiscal year ended August 31, 1999, the All Cap Value Fund purchased
securities of Merrill Lynch & Co., a division of which is a regular broker of
the Fund, that were valued as of August 31, 1999 at $14,925.00.

DESCRIPTION OF THE TRUST

As stated previously, the Trust was organized as a Massachusetts business trust
by the Declaration of Trust dated September 29, 1997. The Declaration of Trust
currently permits the Trustees to issue an unlimited number of full and
fractional shares of each series. Each share of each Fund represents an equal
proportionate interest in such Fund with each other share of that Fund and is
entitled to a proportionate interest in the dividends and distributions from
that Fund. The shares of each Fund do not have any preemptive rights. Upon
termination of any Fund, whether pursuant to liquidation of the Trust or
otherwise, shareholders of that Fund are entitled to share pro rata in the net
assets of that Fund available for distribution to shareholders. Shares are
freely transferable, are not convertible and may be redeemed in accordance with
the terms and provisions in the Prospectus. The Declaration of Trust permits the
Trustees to charge shareholders directly for custodial, transfer agency and
servicing expenses.

The Declaration of Trust also permits the Trustees, without shareholder
approval, to subdivide any series of shares into various classes of shares with
such preferences and other rights as the Trustees may designate. The Trustees
may also, without shareholder approval, establish one or more additional
separate portfolios for investments in the Trust.

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Shareholders' investments in such an additional portfolio would be evidenced by
a separate series of shares (i.e., a new "Fund").

The Declaration of Trust provides for the perpetual existence of the Trust. The
Trust or any Fund, however, may be terminated at any time by vote of at least
two-thirds of the outstanding shares of each Fund affected. The Declaration of
Trust further provides that the Trustees may also terminate the Trust or any
Fund upon written notice to the shareholders.

Currently, the Funds offer the following classes of shares:

Institutional Investor
Fund Class Class Class C
Behavioral Growth Fund X X X
Behavioral Value Fund X
Behavioral Long/Short Fund X
Special Small Cap Fund X
REIT Fund X X X
Small Cap Value Fund X X X
Hidden Value Fund X X
Core Equity Fund X X X
All Cap Value Fund X X
International Equity Fund X X
International Small Cap Equity Fund X

In general, expenses of each Fund are borne by all the shares in such Fund,
regardless of class, on a pro rata basis relative to the net assets of each
class. Fees under a 12b-1 plan with respect to a Fund, if any, however, are
allocated only to that Fund's Investor Class shares or Class C shares, as
applicable. Certain other expenses relating to a particular class (such as
class-specific shareholder services fees) may be allocated solely to that class.

The assets received by any class of the Funds for the issue or sale of its
shares and all income, earnings, profits, losses and proceeds therefrom, subject
only to the rights of creditors, are allocated to, and constitute the underlying
assets of, that class. The underlying assets of any class of the Funds are
segregated and are charged with the expenses with respect to that class and with
a share of the general expenses of the corresponding Fund. Any general expenses
of a Fund that are not readily identifiable as belonging to a particular class
of such Fund are allocated by or under the direction of the Trustees in such
manner as the Trustees determine to be fair and equitable. While the expenses of
the Trust are allocated to the separate books of account of each Fund, certain
expenses may be legally chargeable against the assets of all classes of the
Funds.

Voting Rights
Shareholders are entitled to one vote for each full share held (with fractional
votes for each fractional share held) and may vote (to the extent provided in
the Declaration of Trust) on the election of Trustees and the termination of the
Trust and on other matters submitted to the vote of shareholders.

-32-

The Declaration of Trust provides that on any matter submitted to a vote of all
Trust shareholders, all Trust shares entitled to vote shall be voted together
irrespective of series or class unless the rights of a particular series or
class would be adversely affected by the vote, in which case a separate vote of
that series or class shall be required to decide the question. Also, a separate
vote shall be held whenever required by the 1940 Act or any rule thereunder.
Rule 18f-2 under the 1940 Act provides in effect that a series or class shall be
deemed to be affected by a matter unless it is clear that the interests of each
series or class in the matter are substantially identical or that the matter
does not affect any interest of such series or class. On matters affecting an
individual series or class, only shareholders of that series or class are
entitled to vote. Consistent with the current position of the SEC, shareholders
of all series and classes vote together, irrespective of series or class, on the
election of Trustees and the selection of the Trust's independent accountants,
but shareholders of each series vote separately on other matters requiring
shareholder approval, such as certain changes in investment policies of that
series or the approval of the investment advisory and sub-advisory agreements
relating to that series.

There will normally be no meetings of shareholders for the purpose of electing
Trustees except that, in accordance with the 1940 Act, (i) the Trust will hold a
shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office have been elected by shareholders, and
(ii) if, as a result of a vacancy on the Board of Trustees, less than two-thirds
of the Trustees holding office have been elected by the shareholders, that
vacancy may be filled only by a vote of the shareholders. In addition, Trustees
may be removed from office by a written consent signed by the holders of
two-thirds of the outstanding shares and filed with the Trust's custodian or by
a vote of the holders of two-thirds of the outstanding shares at a meeting duly
called for that purpose, which meeting shall be held upon the written request of
the holders of not less than 10% of the outstanding shares.

Upon written request by 10 shareholders of record, who have been such for at
least six months preceding the date of such request and who hold shares in the
aggregate having a net asset value of at least one percent (1%) of the
outstanding shares, stating that such shareholders wish to communicate with the
other shareholders for the purpose of obtaining the signatures necessary to
demand a meeting to consider removal of a Trustee, the Trust has undertaken to
provide a list of shareholders or to disseminate appropriate materials (at the
expense of the requesting shareholders).

Except as set forth above, the Trustees shall continue to hold office and may
appoint successor Trustees. Voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the affirmative
vote of a majority of the outstanding shares of the Trust, except (i) to change
the Trust's name or to cure technical problems in the Declaration of Trust and
(ii) to establish, change or eliminate the par value of any shares (currently
all shares have no par value).

-33-

Shareholder and Trustee Liability
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims shareholder liability for acts or obligations of
each Fund and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of assets of
a Fund or assets attributable to the particular class of a Fund for all loss and
expense of any shareholder held personally liable for the obligations of such
Fund or such class. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is considered remote since it is limited to
circumstances in which the disclaimer is inoperative and the Fund itself would
be unable to meet its obligations.

The Declaration of Trust further provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, nothing in the
Declaration of Trust protects a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. The By-Laws of the Trust provide for indemnification by the Trust of
the Trustees and officers of the Trust except with respect to any matter as to
which any such person is found after final adjudication in an action, suit or
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the Trust. No officer or Trustee may be
indemnified against any liability to the Trust or the Trust's shareholders to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

HOW TO BUY SHARES
Subject to minimum initial investment requirements and certain other conditions,
an investor may make an initial purchase of shares of any class of shares of any
Fund by submitting a completed application form and payment to:

Undiscovered Managers Funds
4400 Computer Drive
P.O. Box 5181
Westborough, MA 01581-5181

The procedures for purchasing shares of any class of any Fund are summarized in
"Your Investment -- Buying Shares" in the Prospectus. The Prospectus for each
class also explains total offering price of the shares, any applicable sales
charge, 12b-1 fee, contingent deferred sales charge, and, for the Behavioral
Value Fund, Behavioral Long/Short Fund, International Equity Fund and
International Small Cap Equity Fund, any redemption fee.

-34-

As described in the Prospectus, shares of any Fund may be purchased by
exchanging securities on deposit with a custodian acceptable to Undiscovered
Managers. Such a purchase is subject in each case to the determination by
Undiscovered Managers that the securities to be exchanged are acceptable for
purchase by the Fund. In all cases, Undiscovered Managers reserves the right to
reject any securities that are proposed for exchange. Securities accepted by
Undiscovered Managers in exchange for Fund shares will be valued in the same
manner as the Fund's assets as of the time of the Fund's next determination of
net asset value after such acceptance. All dividends and subscription or other
rights which are reflected in the market price of accepted securities at the
time of valuation become the property of the Fund and must be delivered to the
Fund upon receipt by the investor from the issuer. Generally, a gain or loss for
federal income tax purposes would be realized upon the exchange of securities by
an investor that is subject to federal income taxation, depending upon the
investor's basis in the securities tendered.

Undiscovered Managers will not approve the acceptance of securities in exchange
for shares of any Fund unless (1) Undiscovered Managers and the applicable
sub-adviser in their discretion, believes the securities are appropriate
investments for the Fund; (2) the investor represents and agrees that all
securities offered to the Fund can be resold by the Fund without restriction
under the Securities Act of 1933, as amended, or otherwise; and (3) the
securities are eligible to be acquired under the Fund's investment policies and
restrictions. No investor owning 5% or more of a Fund's shares may purchase
additional shares of that Fund by an exchange of securities.

OFFERING PRICE
The public offering price of a class of shares of a Fund is the net asset value
of such class, plus any applicable sales charge. Only Class C shares have sales
charges. On each purchase of shares, the net asset value is invested in the
applicable Fund, and on each purchase of Class C shares, the sales charge is
paid to the Distributor. On such purchases of Class C shares, the Distributor
reallows the whole sales charge (1.00% of the offering price) to the dealer
responsible for the share purchase. Shares are purchased at the public offering
price next determined after First Data or another agent or sub-agent of the Fund
receives the investor's order in proper form. If First Data or another agent or
sub-agent of the Fund receives an order in proper form before the close of
regular trading on the New York Stock Exchange (the "NYSE"), the investor will
pay or receive that day's net asset value. If First Data or another agent or
sub-agent of the Fund receives an order in proper form after the close of
regular trading on the NYSE, the investor will pay or receive the next day's net
asset value.

SHAREHOLDER SERVICES

Open Accounts
A shareholder's investment in any Fund is automatically credited to an open
account maintained for the shareholder by First Data. Following each transaction
in the account, a shareholder will receive an account statement disclosing the
current balance of shares owned

-35-

and the details of recent transactions in the account. After the close of each
fiscal year First Data will send each shareholder a statement providing federal
tax information on dividends and distributions paid to the shareholder during
the year. This statement should be retained as a permanent record. Shareholders
will be charged a fee for duplicate information. The open account system permits
the purchase of full and fractional shares and, by making the issuance and
delivery of certificates representing shares unnecessary, eliminates the
problems of handling and safekeeping certificates and the cost and inconvenience
of replacing lost, stolen, mutilated or destroyed certificates.

The costs of maintaining the open account system are borne by the Trust, and no
direct charges are made to shareholders. Although the Trust has no present
intention of making such direct charges to shareholders, it reserves the right
to do so. Shareholders will receive prior notice before any such charges are
made.

Systematic Withdrawal Plan
A Systematic Withdrawal Plan, referred to in the Prospectus under "Your
Investment -- General Shareholder Services," provides for monthly, quarterly,
semiannual or annual withdrawal payments of $1,000 or more from the account of a
shareholder provided that the account has a value of at least $25,000 at the
time the plan is established. The proceeds from any such withdrawal shall equal
the amount redeemed less any applicable contingent deferred sales charge and/or
redemption fee.

Payments will be made either to the shareholder or to any other person
designated by the shareholder. If payments are issued to an individual other
than the registered owner(s), a signature guarantee will be required on the Plan
application. Income dividends and capital gain distributions will be reinvested
at the net asset value determined as of the close of regular trading on the NYSE
on the record date for the dividend or distribution.

Since withdrawal payments represent proceeds from liquidation of shares, the
shareholder should recognize that withdrawals may reduce and possibly exhaust
the value of the account, particularly in the event of a decline in net asset
value. Accordingly, the shareholder should consider whether a Systematic
Withdrawal Plan and the specified amounts to be withdrawn are appropriate in the
circumstances. The Trust makes no recommendations or representations in this
regard. It may be appropriate for the shareholder to consult a tax adviser
before establishing such a plan. See "Redemptions" and "Income Dividends,
Capital Gain Distributions and Tax Status" below for certain information as to
federal income taxes.

Exchange Privilege
Shareholders may redeem their shares of any Fund, subject to any applicable
redemption fees, and have the proceeds applied on the same day to purchase the
same class of shares of any other Fund. No front-end or contingent deferred
sales charges will be imposed on any such exchange, but, for Funds that impose a
redemption fee, the exchange will be treated as a redemption and the redemption
fee will apply. The value of shares exchanged must be at least

-36-

$1,000 and all exchanges are subject to the minimum investment requirement of
the Fund into which the exchange is being made. This option is summarized in the
Prospectus under "Your Investment -- General Shareholder Services."

Exchanges may be effected by (1) making a telephone request by calling
1-800-667-1224, provided that a special authorization form is on file with First
Data, or (2) sending a written exchange request to First Data accompanied by an
account application for the appropriate Fund. The Trust reserves the right to
modify this exchange privilege without prior notice.

An exchange constitutes a sale of the shares for federal income tax purposes on
which the investor may realize a capital gain or loss.

IRAs
Under "Your Investment -- General Shareholder Services," the Prospectus refers
to IRAs established under a prototype plan made available by the Distributor.
These plans may be funded with shares of any Fund. All income dividends and
capital gain distributions of plan participants must be reinvested. Plan
documents and further information can be obtained from the Distributor.

Check with your financial or tax adviser as to the suitability of Fund shares
for your retirement plan.

REDEMPTIONS
The procedures for redemption of shares of any class of any Fund are summarized
in the Prospectus under "Your Investment -- Selling Shares."

Except as noted below, signatures on redemption requests must be guaranteed by
commercial banks, trust companies, savings associations, credit unions or
brokerage firms that are members of domestic securities exchanges. Signature
guarantees by notaries public are not acceptable. However, as noted in the
Prospectus, a signature guarantee will not be required if the proceeds of the
redemption do not exceed $50,000 and the proceeds check is made payable to the
registered owner(s) and mailed to the record address.

If a shareholder selects the telephone redemption service in the manner
described in the next paragraph, Fund shares may be redeemed by making a
telephone call directly to Undiscovered Managers at 1-800-667-1224. When a
telephonic redemption request is received, the proceeds are wired to the bank
account previously chosen by the shareholder and a nominal wire fee (currently
$5.00) is deducted. Telephonic redemption requests must be received by
Undiscovered Managers prior to the close of regular trading on the NYSE on a day
when the NYSE is open for business. Requests made after that time or on a day
when the NYSE is not open for business cannot be accepted by Undiscovered
Managers and a new request will be necessary.

-37-

In order to redeem shares by telephone, a shareholder must either select this
service when completing the Fund application or must do so subsequently on the
Service Options Form available from First Data. When selecting the service, a
shareholder must designate a bank account to which the redemption proceeds
should be wired. Any change in the bank account so designated must be made by
furnishing to First Data a completed Service Options Form with a signature
guarantee. Whenever the Service Options Form is used, the shareholder's
signature must be guaranteed as described above. Telephone redemptions may only
be made if an investor's bank is a member of the Federal Reserve System or has a
correspondent bank that is a member of the System. If the account is with a
savings bank, it must have only one correspondent bank that is a member of the
System. The Trust, First Data, the Distributor, Undiscovered Managers and the
sub-advisers are not responsible for the authenticity of withdrawal instructions
received by telephone. In the event that reasonable procedures are not followed
in the verification of withdrawal instructions, the foregoing parties may be
liable for any losses due to unauthorized instructions.

The redemption price will be the net asset value per share next determined after
the redemption request and any necessary special documentation are received by
First Data or an approved broker-dealer or its authorized designee in proper
form, less any applicable contingent deferred sales charge and/or redemption
fee. Proceeds resulting from a written redemption request will normally be
mailed to you within seven days after receipt of your request in good order.
Telephonic redemption proceeds will normally be wired on the first business day
following receipt of a proper redemption request. In those cases where you have
recently purchased your shares by check and your check was received less than
fifteen days prior to the redemption request, the Fund may withhold redemption
proceeds until your check has cleared.

Each Fund will normally redeem shares for cash; however, each Fund reserves the
right to pay the redemption price wholly or partly in kind if the Board of
Trustees of the Trust determines it to be advisable in the interest of the
remaining shareholders. If portfolio securities are distributed in lieu of cash,
the shareholder will normally incur brokerage commissions upon subsequent
disposition of any such securities. However, the Trust has elected to be
governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is
obligated to redeem shares solely in cash for any shareholder during any 90-day
period up to the lesser of $250,000 or 1% of the total net asset value of the
Trust at the beginning of such period.

A redemption constitutes a sale of shares for federal income tax purposes on
which the investor may realize a long- or short-term capital gain or loss. See
"Income Dividends, Capital Gain Distributions and Tax Status."

-38-

NET ASSET VALUE

As indicated in the Prospectus, the net asset value of each Fund is determined
and the shares of each Fund are priced as of the earlier of 4:00 p.m., Eastern
Time, or the close of regular trading on the NYSE, on each Business Day. A
"Business Day" is any day the NYSE is open for regular business. Currently the
NYSE is closed in observance of the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

Valuations of securities purchased by the Funds are supplied by independent
pricing services used by First Data, as sub-administrator. Equity securities
which are listed or admitted to trading on a national securities exchange or
other market trading system which reports actual transaction prices on a
contemporaneous basis will be valued at the last sales price on the exchange on
which the security is principally traded. Equity securities for which there is
no sale on that day and equity securities traded only in the over-the-counter
market will be valued at their closing bid prices obtained from one or more
dealers making markets for such securities or, if market quotations are not
readily available, at their fair value as determined in good faith by or under
the direction of the Board of Trustees of the Trust.

Generally, trading in foreign securities markets is substantially completed each
day at various times prior to the close of regular trading on the NYSE.
Occasionally, events affecting the value of equity securities of non-U.S.
issuers not traded on a U.S. exchange may occur between the completion of
substantial trading of such securities for the day and the close of regular
trading on the NYSE. If events materially affecting the value of any Fund's
portfolio securities of non-U.S. issuers occur during such period, then these
securities will be valued at their fair value as determined in good faith by or
in accordance with procedures approved by the Board of Trustees.

INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS

As described in the Prospectus under "Dividends, Distributions and Taxes" it is
the policy of each Fund to pay its shareholders, as dividends, substantially all
net investment income and to distribute at least annually all net realized
capital gains, if any, after offsetting any capital loss carryovers.

Income dividends and capital gain distributions are payable in full and
fractional shares of the particular Fund based upon the net asset value
determined as of the close of regular trading on the NYSE on the record date for
each dividend or distribution. Shareholders, however, may elect to receive their
income dividends or capital gain distributions, or both, in cash. The election
may be made at any time by submitting a written request directly to First Data.
In order for a change to be in effect for any dividend or distribution, it must
be received by First Data on or before the record date for such dividend or
distribution.

-39-

As required by federal law, detailed federal tax information will be furnished
to each shareholder for each calendar year on or before January 31 of the
succeeding year.

Each Fund intends to qualify each year as a regulated investment company under
Subchapter M of the Code and to qualify for the special tax treatment accorded
regulated investment companies and their shareholders. In order so to qualify,
the Fund must, among other things, (i) derive at least 90% of its gross income
from dividends, interest, payments with respect to certain securities loans,
gains from the sale of stock, securities or foreign currencies, or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; (ii) distribute with respect to each taxable year at least 90% of
the sum of its taxable net investment income, its net tax-exempt income (if
any), and the excess, if any, of net short-term capital gains over net long-term
capital losses for such year; and (iii) at the end of each fiscal quarter
maintain at least 50% of the value of its total assets in cash, cash items
(including receivables), government securities, securities of other regulated
investment companies, and other securities of issuers which represent, with
respect to each issuer, no more than 5% of the value of the Fund's total assets
and 10% of the outstanding voting securities of such issuer, and with no more
than 25% of the value of its total assets invested in the securities (other than
those of the U.S. government or other regulated investment companies) of any one
issuer or of two or more issuers which the Fund controls and which are engaged
in the same, similar or related trades and businesses. If it qualifies for
treatment as a regulated investment company, the Fund will not be subject to
federal income tax on income paid to its shareholders in the form of dividends
or capital gain distributions. If the Fund does not qualify for taxation as a
regulated investment company for any taxable year, the Fund's income will be
subject to corporate income taxes imposed at the Fund level, and all
distributions from earnings and profits, including distributions of net
exempt-interest income and net capital gain (i.e., the excess, if any, of net
long-term capital gain over net short-term capital loss), will be taxable to
shareholders as ordinary income. In addition, in order to requalify for taxation
as a regulated investment company, the Fund may be required to recognize
unrealized gains, pay substantial taxes and interest, and make certain
distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any, of each
Fund's "required distribution" over its actual distributions in any calendar
year. Generally, the "required distribution" is an amount at least equal to the
sum of 98% of the Fund's ordinary income for the calendar year plus 98% of its
capital gain net income recognized during the one-year period ending on October
31 plus undistributed amounts from prior years. Each Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by a Fund during October, November or December to shareholders of
record on a date in any such month and paid by the Fund during the following
January will be treated for federal tax purposes as paid by the Fund and
received by shareholders on December 31 of the year in which declared.

-40-

Dividends and distributions on a Fund's shares are generally subject to federal
income tax as described herein to the extent they do not exceed the Fund's
realized income and gains, even though such dividends and distributions may
economically represent a return of a particular shareholder's investment. Such
distributions are likely to occur in respect of shares purchased at a time when
a Fund's net asset value reflects gains that are either unrealized, or realized
but not distributed. Such realized gains may be required to be distributed even
when a Fund's net asset value also reflects unrealized losses. Shareholders of
each Fund will be subject to federal income taxes on distributions made by the
Fund whether received in cash or additional shares of the Fund. Distributions by
each Fund of net income and short-term capital gains, if any, will be taxable to
shareholders as ordinary income. Distributions of long-term capital gains
(generally subject to a maximum tax rate of 20% for shareholders who are
individuals), if any, will be taxable to shareholders as such, without regard to
how long a shareholder has held shares of the Fund.

In general, sales, redemptions and exchanges of each Fund's shares are taxable
events and, accordingly, shareholders may realize gains and losses on these
transactions. If shares have been held for more than one year, gain or loss
realized will be long-term capital gain or loss, provided the shareholder holds
the shares as a capital asset. If shares have been held for one year or less,
the gain or loss on the sale, redemption or exchange of such shares will be
treated as short-term capital gain. In general, if a shareholder sells Fund
shares at a loss within six months after purchasing the shares, the loss will be
treated as a long-term capital loss to the extent of any long-term capital gain
distributions received by the shareholder. Furthermore, no loss will be allowed
on the sale of Fund shares to the extent the shareholder acquired other shares
of the same Fund within 30 days prior to the sale of the loss shares or 30 days
after such sale.

Dividends and certain interest income earned by each of the International Funds
from foreign securities may be subject to foreign withholding taxes or other
taxes. So long as more than 50% of the value of a Fund's total assets at the
close of any taxable year consists of stock or securities of foreign
corporations, such Fund may elect, for federal income tax purposes, to treat
certain foreign taxes paid by it, including generally any withholding taxes and
other foreign income taxes, as paid by its shareholders. It is possible that
each of the International Funds will make this election in certain years. The
remaining Funds do not expect to be eligible to make this election. If a Fund
makes the election, the amount of such foreign taxes paid by the Fund will be
included in its shareholders' income pro rata (in addition to taxable
distributions actually received by them). A shareholder's ability to claim a
foreign tax credit or deduction in respect of foreign taxes paid by such Fund
may be subject to certain limitations imposed by the Code, as a result of which
a shareholder may not get a full credit or deduction for the amount of such
taxes. Shareholders who do not itemize on their federal income tax returns may
claim a credit (but no deduction) for such foreign taxes.

Each of the International Funds' transactions in foreign currencies and hedging
activities may give rise to ordinary income or loss to the extent such income or
loss results from fluctuations

-41-

in value of the foreign currency concerned. In addition, such activities will
likely produce a difference between book income and taxable income. This
difference may cause a portion of each such Fund's income distributions to
constitute a return of capital for tax purposes or require such Fund to make
distributions exceeding book income to qualify as a regulated investment company
for tax purposes.

Investment by each of the International Funds in "passive foreign investment
companies" could subject such Funds to a U.S. federal income tax or other charge
on the proceeds from the sale of its investment in such a company; however, this
tax can be avoided by making an election to mark such investments to market
annually or to treat the passive foreign investment company as a "qualified
electing fund."

A "passive foreign investment company" is any foreign corporation (i) 75% or
more of the income of which for the taxable year is passive income or (ii) at
least 50% of the assets of which (generally by value, but by adjusted tax basis
in certain cases), on average, produce or are held for the production of passive
income. Generally, passive income for this purpose means dividends, interest
(including income equivalent to interest), royalties, rents, annuities, the
excess of gains over losses from certain property transactions and commodities
transactions, and foreign currency gains. Passive income for this purpose does
not include rents and royalties received by the foreign corporation from active
business and certain income received from related persons.

The foregoing is a general and abbreviated summary of the applicable provisions
of the Code and regulations currently in effect. For the complete provisions,
reference should be made to the pertinent Code sections and regulations. The
Code and regulations are subject to change by legislative or administrative
action.

Dividends and distributions also may be subject to state, local and foreign
taxes. Shareholders are urged to consult their tax advisers regarding specific
questions as to federal, state, local and foreign taxes.

The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S.
investors should consult their tax advisers concerning the tax consequences of
ownership of shares of a Fund, including the possibility that distributions may
be subject to a 30% U.S. withholding tax (or a reduced rate of withholding
provided by treaty).

A Fund is generally required to withhold and remit to the U.S. Treasury 31% of
the taxable dividends and other distributions paid to any individual shareholder
who fails to furnish the Fund with a correct taxpayer identification number
(TIN), who has under-reported dividends or interest income, or who fails to
certify to the Fund that he or she is not subject to such withholding.

-42-

The Internal Revenue Service recently revised its regulations affecting the
application to foreign investors of the back-up withholding and withholding tax
rules discussed above. The new regulations will generally be effective for
payments made after December 31, 2000. In some circumstances, the new rules will
increase the certification and filing requirements imposed on foreign investors
in order to qualify for exemption from the 31% back-up withholding tax and for
reduced withholding tax rates under income tax treaties. Foreign investors in a
Fund should consult their tax advisers with respect to the potential application
of these new regulations.

CALCULATION OF TOTAL RETURN

Quotations of average annual total return for a Fund will be expressed in terms
of the average annual compounded rate of return of a hypothetical investment in
the Fund or class for periods of one, five, and ten years (or for such shorter
periods as shares of the Fund or class have been offered), calculated pursuant
to the following formula: P (1 + T) [n exponent]= ERV (where P = a hypothetical
initial payment of $1,000, T = the average annual total return, n = the number
of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period). Except as noted below, all total return
figures reflect the deduction of a proportional share of Fund expenses on an
annual basis, and assume that (i) the maximum sales load (or other charges
deducted from payments) is deducted from the initial $1,000 payment, (ii) any
deferred sales load will be deducted at the times, in the amounts and under the
terms disclosed in the Prospectus and (iii) all dividends and distributions are
reinvested at net asset value on the reinvestment dates during the paid.
Quotations of total return may also be shown for other periods and without the
deduction of front-end or contingent deferred sales charges. Aggregate total
return may also be shown and is calculated in a similar manner, except that the
results are not annualized. The Fund may also, with respect to certain periods
of less than one year, provide total return information for that period that is
unannualized. Any such information would be accompanied by standardized total
return information. Quotations of investment performance for any period when an
expense limitation was in effect will be greater than if the limitation had not
been in effect.

The table below sets forth the average annual total return of the Institutional
Class shares, Investor Class shares and Class C shares of each Fund for the time
periods listed below, each ending on August 31, 1999:

Institutional Class Investor Class Class C
One Year Since Inception Since Inception Since Inception
Behavioral Growth Fund
Behavioral Value Fund
Behavioral Long/Short Fund
Special Small Cap Fund
REIT Fund
Small Cap Value Fund
Hidden Value Fund
Core Equity Fund
All Cap Value Fund
International Equity Fund
International Small Cap Equity Fund
</TABLE>

PERFORMANCE COMPARISONS

Total Return. Each Fund may from time to time include its total return
information in advertisements or in information furnished to present or
prospective shareholders. Each Fund may from time to time also include in
advertisements or information furnished to present or prospective shareholders
(i) the ranking of performance figures relative to such figures for groups of
mutual funds categorized by Lipper Analytical Services, Inc. or Micropal, Inc.
as having similar investment objectives, (ii) the rating assigned to the Fund by
Morningstar, Inc. based on the Fund's risk-adjusted performance relative to
other mutual funds in its broad investment class, and/or (iii) the ranking of
performance figures relative to such figures for mutual funds in its general
investment category as determined by CDA/Weisenberger's Management Results.

Lipper Analytical Services, Inc. ("Lipper") distributes mutual fund rankings
monthly. The rankings are based on total return performance calculated by
Lipper, generally reflecting changes in net asset value adjusted for
reinvestment of capital gains and income dividends. The rankings do not reflect
deduction of any sales charges. Lipper rankings cover a variety of performance
periods, including year-to-date, 1-year, 5-year, and 10-year performance. Lipper
classifies mutual funds by investment objective and asset category.

Micropal, Inc. ("Micropal") distributes mutual fund rankings weekly and monthly.
The rankings are based upon performance calculated by Micropal, generally
reflecting changes in net asset value that can be adjusted for the reinvestment
of capital gains and dividends. If deemed appropriate by the user, performance
can also reflect deductions for sales charges. Micropal rankings cover a variety
of performance periods, including year-to-date, 1-year, 5- year and 10-year
performance. Micropal classifies mutual funds by investment objective and asset
category.

Morningstar, Inc. ("Morningstar") distributes mutual fund ratings twice a month.
The ratings are divided into five groups: highest, above average, neutral, below
average and lowest. They represent a fund's historical risk/reward ratio
relative to other funds in its broad investment class as determined by
Morningstar. Morningstar ratings cover a variety of performance periods,
including 3-year, 5-year, 10-year and overall performance. The performance
factor for the overall rating is a weighted-average return performance (if
available) reflecting deduction of expenses and sales charges. Performance is
adjusted using quantitative techniques to reflect the risk profile of the fund.
The ratings are derived from a

-44-

purely quantitative system that does not utilize the subjective criteria
customarily employed by rating agencies such as Standard & Poor's and Moody's
Investors Service, Inc.

CDA/Wiesenberger's Management Results ("Wiesenberger") publishes mutual fund
rankings and is distributed monthly. The rankings are based entirely on total
return calculated by Wiesenberger for periods such as year-to-date, 1-year,
3-year, 5-year and 10-year. Mutual funds are ranked in general categories (e.g.,
international bond, international equity, municipal bond, and maximum capital
gain). Wiesenberger rankings do not reflect deduction of sales charges or fees.

As is discussed in greater detail below, performance information may also be
used to compare the performance of the Funds to certain widely acknowledged
standards or indices for stock market performance, such as those listed below.

Consumer Price Index. The Consumer Price Index, published by the U.S. Bureau of
Labor Statistics, is a statistical measure of changes, over time, in the prices
of goods and services in major expenditure groups.

Dow Jones Industrial Average. The Dow Jones Industrial Average is a market
value- weighted and unmanaged index of 30 large industrial stocks traded on the
NYSE.

Morgan Stanley REIT Index. The Morgan Stanley REIT Index is a market
capitalization weighted total return index of 129 REITs which exceed certain
minimum liquidity criteria concerning market capitalization, shares outstanding,
trading volume and per share market price.

MSCI EAFE Index. The MSCI EAFE Index contains over 1000 stocks from 20 different
countries with Japan (approximately 50%), United Kingdom, France and Germany
being the most heavily weighted.

MSCI EAFE ex-Japan Index. The MSCI EAFE ex-Japan Index consists of all stocks
contained in the MSCI-EAFE Index, other than stocks from Japan.

MSCI EAFE Small Cap Index. The MSCI EAFE Small Cap Index contains over 1200
stocks of companies that (i) have market capitalizations of between $200 million
and $800 million and (ii) are from any of 20 different countries with Japan,
United Kingdom, France and Germany being the most heavily weighted.

NAREIT Equity Index. The NAREIT Equity Index consists of all tax-qualified
equity REITs listed on the NYSE, American Stock Exchange and NASDAQ National
Market System.

Russell Midcap Index. The Russell Midcap Index is comprised of the 800 smallest
of the 1000 largest U.S.-domiciled companies, ranked by market capitalization.

-45-

Russell Midcap Value Index. The Russell Midcap Value Index is comprised of those
companies within the 800 smallest of the 1000 largest U.S.-domiciled companies,
with lower price-to-book ratios and lower forecasted growth values.

Russell 1000 Index. The Russell 1000 Index is comprised of the 1000 largest
U.S.-domiciled companies, ranked by market capitalization.

Russell 1000 Value Index. The Russell 1000 Value Index is comprised of those
companies within the 1000 largest U.S.-domiciled companies with lower
price-to-book ratios and lower forecasted growth values.

Russell 2000 Index. The Russell 2000 Index is comprised of the 2000 smallest of
the 3000 largest U.S.-domiciled companies, ranked by market capitalization.

Russell 2000 Value Index. The Russell 2000 Value Index is comprised of those
companies within the 2000 smallest of the 3000 largest U.S.-domiciled companies
with lower price-to- book ratios and lower forecasted growth values.

Russell 2500 Index. The Russell 2500 Index is comprised of the 2500 smallest of
the 3000 largest U.S.-domiciled companies, ranked by market capitalization.

Russell 2500 Growth Index. The Russell 2500 Growth Index is comprised of those
companies within the 2500 smallest of the 3000 largest U.S.-domiciled companies
with higher price-to-book ratios and higher forecasted growth values.

Standard & Poor's/Barra Growth Index. The Standard & Poor's/Barra Growth Index
is constructed by ranking the securities in the S&P 500 by price-to-book ratio
and including the securities with the highest price-to-book ratios that
represent approximately half of the market capitalization of the S&P 500.

Standard & Poor's/Barra Value Index. The Standard & Poor's/Barra Value Index is
constructed by ranking the securities in the S&P 500 by price-to-book ratio and
including the securities with the lowest price-to-book ratios that represent
approximately half of the market capitalization of the S&P 500.

Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"). The S&P 500
is a market value-weighted and unmanaged index showing the changes in the
aggregate market value of 500 stocks relative to the base period 1941-43. The
S&P 500 is composed almost entirely of common stocks of companies listed on the
NYSE, although the common stocks of a few companies listed on the American Stock
Exchange or traded over-the-counter are included. The 500 companies represented
include 400 industrial, 60 transportation and 40 financial services concerns.
The S&P 500 represents about 80% of the market value of all

-46-

issues traded on the NYSE. The S&P 500 is the most common index for the overall
U.S. stock market.

3-month U.S. Treasury Bills. 3-month U.S. Treasury bills are direct obligations
of the United States Treasury which are issued with a three month maturity. No
interest is paid on Treasury bills; instead, they are issued at a discount and
repaid at full face value when they mature. They are backed by the full faith
and credit of the United States Government.

Wilshire Real Estate Securities Index. The Wilshire Real Estate Securities Index
is a market capitalization weighted index of publicly traded real estate
securities (such as REITs, real estate operating companies and partnerships)
which satisfy certain minimum requirements in book value, market capitalization,
percentage of revenue generated from ownership and operation of real estate
assets and liquidity.

Performance information about the Funds will be provided in the Funds' annual
reports to shareholders, which will be available upon request and without
charge. In addition, from time to time, articles about the Funds regarding
performance, rankings and other characteristics of the Funds may appear in
publications including, but not limited to, the publications included in
Appendix A. In particular, the performance of the Funds may be compared in some
or all of these publications to the performance of various indices and
investments for which reliable performance data is available and to averages,
performance rankings, or other information prepared by recognized mutual fund
statistical services. Such publications may also publish their own rankings or
performance reviews of mutual funds, including the Funds. References to or
reprints of such articles may be used in the Funds' promotional literature.
References to articles regarding personnel of the sub-advisers who have
portfolio management responsibility may also be used in the Funds' promotional
literature. For additional information about the Funds' advertising and
promotional literature, see Appendix B.

FINANCIAL STATEMENTS

[TO BE PROVIDED]
-47-

APPENDIX A

Publications That May Contain Fund Information

ABC and affiliates
Adam Smith's Money World
America On Line
Anchorage Daily News
Atlanta Constitution
Atlanta Journal
Arizona Republic
Austin American Statesman
Baltimore Sun
Bank Investment Marketing
Barron's
Bergen County Record (NJ)
Bloomberg Business News
Bloomberg Wealth Manager
Bond Buyer
Boston Business Journal
Boston Globe
Boston Herald
Broker World
Business Radio Network
Business Week
CBS and affiliates
CDA Investment Technologies
CFO
Changing Times
Chicago Sun Times
Chicago Tribune
Christian Science Monitor
Christian Science Monitor News Service
Cincinnati Enquirer
Cincinnati Post
CNBC
CNN
Columbus Dispatch
CompuServe
Dallas Business Journal
Dallas Morning News
Dallas Times-Herald
Denver Post
Des Moines Register
Detroit Free Press
Donoghues Money Fund Report
Dorman, Dan (syndicated column)
Dow Jones News Service
Economist
FACS of the
Week
Fee Adviser
Financial News Network
Financial Planning
Financial Planning on Wall Street
Financial Research Corp.
Financial Services Week
Financial World
Fitch Insights
Forbes
Fort Lauderdale Sun Sentinel
Fort Worth Star-Telegram
Fortune
Fox Network and affiliates
Fund Action
Fund Decoder
Global Finance
(The) Guarantor
Hartford Courant
Houston Chronicle
INC Indianapolis Star
Individual Investor
Institutional Investor
International Herald Tribune
Internet Investment Advisor
Investment Company Institute
Investment Dealers Digest
Investment Profiles
Investment Vision
Investor's Business Daily
IRA Reporter Journal of Commerce
Kansas City Star
KCMO (Kansas City)
KOA-AM (Denver)
LA Times
Leckey, Andrew (syndicated column)
Lear's Life Association News
Lifetime Channel
Miami
Herald
Milwaukee Sentinel
Money Magazine
Money Maker
Money Management Letter
Morningstar
Mutual Fund Market News

A-1

Mutual Funds Magazine
National Public Radio
National Underwriter
NBC and affiliates
New England Business
New England Cable News
New Orleans Times-Picayune
New York Daily News
New York Times
Newark Star Ledger
Newsday
Newsweek
Nightly Business Report
Orange County Register
Orlando Sentinel
Palm Beach Post
Pension World
Pensions and Investments
Personal Investor
Philadelphia Inquirer
Porter, Sylvia (syndicated column)
Portland Oregonian
Prodigy
Public Broadcasting Service
Quinn, Jane Bryant (syndicated column)
Registered Representative
Research Magazine
Resource
Reuters
Rocky Mountain News
Rukeyser's Business (syndicated column)
Sacramento Bee
San Diego Tribune
San Francisco Chronicle
San Francisco Examiner
San Jose Mercury
Seattle Post-Intelligencer
Seattle Times
Securities Industry Management
Smart Money
St. Louis Post Dispatch
St. Petersburg Times
Standard & Poor's Outlook
Standard & Poor's Stock Guide
Stanger's Investment Advisor
Stockbroker's Register
Strategic Insight
Tampa Tribune
Time
Tobias, Andrew (syndicated column)
Toledo Blade
UPI
US News and World Report
USA Today
USA TV Network
Value Line
Wall Street Journal
Wall Street Letter
Wall Street Week
Washington Post
WBZ
WBZ-TV
WCVB-TV
WEEI
WHDH
Worcester Telegram
World Wide Web
Worth Magazine
WRKO

A-2

APPENDIX B

Advertising and Promotional Literature

Undiscovered Managers Funds' advertising and promotional material may include,
but is not limited to, discussions of the following information:

* Undiscovered Managers Funds' participation in wrap fee and no transaction fee
programs

* Characteristics of the various sub-advisers, including the locations of
offices, investment practices and clients

* Specific and general investment philosophies, strategies, processes and
techniques

* Specific and general sources of information, economic models, forecasts and
data services utilized, consulted or considered in the course of providing
advisory or other services

* Industry conferences at which the various sub-advisers participate

* Current capitalization, levels of profitability and other financial
information

* Identification of portfolio managers, researchers, economists, principals and
other staff members and employees

* The specific credentials of the above individuals, including but not limited
to, previous employment, current and past positions, titles and duties
performed, industry experience, educational background and degrees, awards and
honors

* Specific identification of, and general reference to, current individual,
corporate and institutional clients, including pension and profit sharing plans

* Current and historical statistics relating to:
-- total dollar amount of assets managed
-- Undiscovered Managers Funds' assets managed in total and by Fund
-- the growth of assets
-- asset types managed

References may be included in Undiscovered Managers Funds' advertising and
promotional literature about 401(k) and retirement plans that offer the Funds.
The information may include, but is not limited to:

* Specific and general references to industry statistics regarding 401(k)
and retirement plans including historical information and industry trends and
forecasts regarding the growth of assets, numbers or plans, funding vehicles,
participants, sponsors and other demographic data relating to plans,
participants and sponsors, third party and other administrators, benefits
consultants and firms with whom Undiscovered Managers Funds may or may not have
a relationship.

* Specific and general reference to comparative ratings, rankings and other
forms of evaluation as well as statistics regarding the Funds as 401(k) or
retirement plan funding vehicles produced by industry authorities, research
organizations and publications.

B-1

Undiscovered Managers Funds
Part C. Other Information

Item 23. Financial Statements and Exhibits

a. Amended and Restated Agreement and Declaration of Trust of Undiscovered
Managers Funds (the "Trust")--Incorporated by reference to Pre-Effective
Amendment No. 2 to the Trust's Registration Statement on Form N-1A.

b. By-Laws of the Trust--Incorporated by reference to Post-Effective Amendment
No. 1 to the Trust's Registration Statement on Form N-1A.

c. See Articles III, V, VI and IX in the Trust's Declaration of Trust (Exhibit 1
hereto) and Article XI in the Trust's By-Laws (Exhibit 2 hereto).

d. (i) Form of Management Agreement between the Trust and Undiscovered Managers,
LLC ("Undiscovered Managers")--Incorporated by reference to the Trust's
Registration Statement on Form N-1A.

(ii) Form of Sub-Advisory Agreements between Undiscovered Managers and each
sub-adviser relating to each series of the Trust.

(1) Undiscovered Managers Behavioral Growth Fund (the "Behavioral Growth
Fund"): Fuller & Thaler Asset Management, Inc. ("Fuller & Thaler")
(formerly known as RJF Asset Management, Inc.) --Incorporated by
reference to the Trust's Registration Statement on Form N-1A.

(2) Undiscovered Managers Behavioral Value Fund (the "Behavioral Value
Fund"): Fuller & Thaler--Incorporated by reference to Post-Effective
Amendment No. 3 to the Trust's Registration Statement on Form N-1A.

(3) Undiscovered Managers Behavioral Long/Short Fund (the "Behavioral
Long/Short Fund"): Fuller & Thaler --Incorporated by reference to Post-
Effective Amendment No. 3 to the Trust's Registration Statement on
Form N-1A.

(4) Undiscovered Managers Special Small Cap Fund (the "Special Small Cap
Fund"): Kestrel Investment Management Corporation "Kestrel Management")
--Incorporated by reference to Post- Effective Amendment No. 1 to
the Trust's Registration Statement on Form N-1A.

-1-

(5) Undiscovered Managers REIT Fund (the "REIT Fund"): Bay Isle Financial
Corporation ("Bay Isle") --Incorporated by reference to the Trust's
Registration Statement on Form N-1A.

(6) Undiscovered Managers Small Cap Value Fund (the "Small Cap Value Fund")
and Undiscovered Managers Hidden Value Fund (the "Hidden Value Fund"):
J.L. Kaplan Associates, LLC ("Kaplan Associates") --Incorporated by
reference to Pre-Effective Amendment No. 2 to the Trust's Registration
Statement on Form N-1A.

(7) Undiscovered Managers Core Equity Fund (the "Core Equity Fund"):
Waite & Associates, L.L.C. ("Waite") --Incorporated by reference to
the Trust's Registration Statement on Form N-1A.

(8) Undiscovered Managers All Cap Value Fund (the "All Cap Value Fund"):
E.R.Taylor Investments, Inc. ("E.R. Taylor") -- Incorporated by
reference to the Trust's Registration Statement on Form N-1A.

(9) UM International Equity Fund (the "International Equity Fund"): Unibank
Securities, Inc. ("Unibank") --Incorporated by reference to Post-
Effective Amendment No. 3 to the Trust's Registration Statement on
Form N-1A.

(10) UM International Small Cap Equity Fund (the "International Small Cap
Equity Fund"): Unibank --Incorporated by reference to Post-Effective
Amendment No. 3 to the Trust's Registration Statement on Form N-1A.

e. Form of Distribution Agreement between the Trust and First Data Distributors,
Inc.--Incorporated by reference to Pre-Effective Amendment No. 2 to the
Trust's Registration Statement on Form N-1A.

f. None.

g. (i) Form of Custodian Agreement between the Trust and The Bank of New York--
Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust's
Registration Statement on Form N-1A.

(ii) Form of Custody Agreement between the Trust and Custodial Trust Company
-- Incorporated by reference to Post-Effective Amendment No. 4 to the
Trust's Registration Statement on Form N-1A.

-2-

(iii) Form of Special Custody Account Agreement by and among the Trust,
Custodial Trust Company and Bear, Stearns Securities Corp. -- Incorporated by
reference to Post-Effective Amendment No. 4 to the Trust's Registration
Statement on Form N-1A.

h. (i) Form of Transfer Agency and Services Agreement between the Trust and
First Data Investor Services Group, Inc. ("First Data")--Incorporated by
reference to Pre-Effective Amendment No. 2 to the Trust's Registration
Statement on Form N-1A.

(ii) Form of Organizational Expense Reimbursement Agreement between the
Trust and Undiscovered Managers--Incorporated by reference to Pre-Effective
Amendment No. 2 to the Trust's Registration Statement on Form N-1A.

(iii) Form of Amended and Restated Expense Deferral Agreement between the
Trust and Undiscovered Managers relating to each of the Funds is filed herewith.

(iv) Form of Administrative Services Agreement between the Trust and
Undiscovered Managers --Incorporated by reference to Pre-Effective Amendment
No. 2 to the Trust's Registration Statement on Form N-1A.

(v) Form of Sub-Administration Agreement between Undiscovered Managers and
First Data --Incorporated by reference to Pre-Effective Amendment No. 2 to
the Trust's Registration Statement on Form N-1A.

i. (i) Opinion and Consent of Counsel, dated December 17, 1997 relating to the
Behavioral Growth Fund, the Special Small Cap Fund, the REIT Fund, the Small Cap
Value Fund, the Hidden Value Fund, the Core Equity Fund and the All Cap Value
Fund--Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust's
Registration Statement on Form N-1A.

(ii) Opinion and Consent of Counsel, dated December 18, 1998 relating to the
Behavioral Value Fund, the Behavioral Long/Short Fund, the International Equity
Fund and the International Small Cap Equity Fund-- Incorporated by reference to
Post-Effective Amendment No. 5 to the Trust's Registration Statement on Form
N-1A.

j. (i) Consent of Independent Auditors -- Not Applicable.

(ii) Powers of Attorney for each of Roger B. Keating, Matthew J. Kiley and
Robert P. Schmermund, designating Mark P. Hurley, John J. Burke III, Mary Chris
Sayre and Neil Forrest--Incorporated by reference to Pre-Effective Amendment No.
2 to the Trust's Registration Statement on Form N-1A.

(iii) Power of Attorney for Brian O'Neill, designating Mark P. Hurley and
Mary Chris Sayre is filed herewith.

-3-

k. Omitted Financial Statements -- None

l. Investment Representation Letter--Incorporated by reference to Pre-Effective
Amendment No. 2 to the Trust's Registration Statement on Form N-1A.

m. (i) Service and Distribution Plan relating to Investor Class Shares --
Incorporated by reference to Post-Effective Amendment No. 5 to the Trust's
Registration Statement on Form N-1A.

(ii) Service and Distribution Plan relating to Class C shares is filed herewith.

n. Financial Data Schedule -- No longer required.

o. Amended Rule 18f-3 Plan is filed herewith.

Item 24. Persons Controlled by or Under Common Control with the Trust

As of the date of this Amendment to the Registration
Statement, there are no persons controlled by or under common
control with the Trust.

Item 25. Indemnification

Article VIII of the Trust's Agreement and Declaration of Trust
(Exhibit 1 hereto) and Article 4 of the Trust's By-Laws
(Exhibit 2 hereto) provides for indemnification of its
Trustees and officers. The effect of these provisions is to
provide indemnification for each of the Trust's Trustees and
officers against liabilities and counsel fees reasonably
incurred in connection with the defense of any legal
proceeding in which such Trustee or officer may be involved by
reason of being or having been a Trustee or officer, except
with respect to any matter as to which such Trustee or officer
shall have been adjudicated not to have acted in good faith in
the reasonable belief that such Trustee's or officer's action
was in the best interest of the Trust, and except that no
Trustee or officer shall be indemnified against any liability
to the Trust or its shareholders to

-4-

which such Trustee or officer otherwise would be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
such Trustee's or officer's office.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers
and controlling persons of the Trust pursuant to the foregoing
provisions, or otherwise, the Trust has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Trust of expenses
incurred or paid by a Trustee, officer or controlling person
of the Trust in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being
registered, the Trust will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

(a) Undiscovered Managers is the investment adviser to all series of the Trust,
and its business is summarized in "The Funds -- The Funds' Management" in the
Prospectus. Undiscovered Managers' management committee members and officers
have been engaged during the past two fiscal years in the following businesses,
professions, vocations or employments of a substantial nature (former
affiliations are marked with an asterisk):

Name and Office with Name and Address of Nature of
Undiscovered Managers Other Affiliations Connection

Mark P. Hurley None None
President, Chief
Executive Officer and
Management
Committee Member

Robert L. Adair III AMRESCO, INC. President
Management Committee Plaza of the Americas
Member 700 North Pearl Street
Dallas, Texas 75201

Randolph E. Brown AMRESCO, INC. Senior Vice President
Management Committee
Member

-5-

Barry L. Edwards AMRESCO, INC. Executive Vice President
Management Committee President and Chief
Member Financial Officer

Robert H. Lutz, Jr. Amresco Advisors, Inc. Director
Management Committee Plaza of the Americas
Member 700 North Pearl Street
Dallas, Texas 75201

Thomas F. O'Toole Principal Financial Securities Consultant; formerly
Management Committee Fountain Place Chairman, President
Member 1445 Ross Avenue, Suite 2300 and Chief Executive
Dallas, Texas 75202 Officer

Harris Weinstein Covington & Burling Partner
Management Committee 1201 Pennsylvania Avenue
Member 8th Floor
Washington, D.C. 20004

(b) Fuller & Thaler is the sub-adviser to the Behavioral Growth, Behavioral
Value and Behavioral Long/Short Funds, and its business is summarized in "The
Funds" in the Prospectus. Fuller & Thaler's directors and officers have been
engaged during the past two fiscal years in the following businesses,
professions, vocations or employments of a substantial nature (former
affiliations are marked with an asterisk):

Name and Office with Name and Address of Nature of
Fuller & Thaler Other Affiliations Connection

Russell J. Fuller Fuller Partners, Ltd. General Partner
Director and President 411 Borel Avenue
Suite 402
San Mateo, CA 94402

Anne Fuller San Francisco Society of Education Director
Director Security Analysts
P.O. Box 27278
San Francisco, CA 94127

John L. Kling Fuller Partners, Ltd. General Partner
Director
Washington State University Professor of
Department of Finance Finance
Todd Hall
483 College of Business
and Economics
Pullman, Washington 99164

-6-

Frederick W. Stanske *Hexcel Corporation Director
Director and Senior 2 Stamford Plaza
Vice President Stamford, Connecticut 06901

Richard Thaler University of Chicago Professor of
Director Graduate School of Business Behavioral
1101 East 58th Street Science and
Chicago, Illinois 60637 Economics

Crystal Kwok *Insight Capital Research Vice President
Vice President & Management
2121 North California Blvd
Suite 560
Walnut Creek, CA 94596

*Callan Associates Senior Analyst
71 Stevenson Street
San Francisco, CA 94105

Mark Moon *Heidt Capital Group, LLC Chief Investment
Vice President 5657 Wilshire Blvd. Officer
Number 330
Los Angeles, CA 90036

(c) Kestrel Management is the sub-adviser to the Special Small Cap Fund, and its
business is summarized in "The Funds" in the Prospectus. Kestrel Management's
directors and officers have been engaged during the past two fiscal years in the
following businesses, professions, vocations or employments of a substantial
nature:

Name and Office with Name and Address of Nature of
Kestrel Management Other Affiliations Connection

Abbott J. Keller None None
Director and President

David J. Steirman None None
Director and Chief
Investment Officer

d) Bay Isle is the sub-adviser to the REIT Fund, and its business is summarized
in "The Funds" in the Prospectus. Bay Isle's directors and officers have been
engaged during the past two fiscal years in the following businesses,
professions, vocations or employments of a substantial nature:

Name and Office with Name and Address of Nature of
Bay Isle Other Affiliations Connection

Gary Pollock None None
Director and President
-7-

William Schaff None None
Director and Chief
Investment Officer

Ralph L. Block None None
Director

(e) Kaplan Associates is the sub-adviser to the Small Cap Value Fund and Hidden
Value Fund and its business is summarized in "The Funds" in the Prospectus. The
following persons affiliated with Kaplan Associates have been engaged during the
past two fiscal years in the following businesses, professions, vocations or
employments of a substantial nature:

Name and Office with Name and Address of Nature of
Kaplan Associates Other Affiliations Connection

James L. Kaplan None None
Member

Paul Weisman None None
Portfolio Manager

(f) Waite is the sub-adviser to the Core Equity Fund and its business is
summarized in "The Funds" in the Prospectus. Waite's officers have been engaged
during the past two fiscal years in the following businesses, professions,
vocations or employments of a substantial nature:

Name and Office with Name and Address of Nature of
Waite Other Affiliations Connection

Leslie A. Waite None None
President

Peter D. Tamny None None
Managing Director

Peter C. Brockett None None
Managing Director

Patrick Westmoreland None None
Managing Director

Diana Calhoun
Managing Director

-8-

(g) E.R. Taylor is the sub-adviser to the All Cap Value Fund, and its business
is summarized in "The Funds" in the Prospectus. E.R. Taylor's directors and
officers have been engaged during the past two fiscal years in the following
businesses, professions, vocations or employments of a substantial nature:

Name and Office with Name and Address of Nature of
E.R. Taylor Other Affiliations Connection

Sherwood T. Small None None
President

Martha E. Cottrill None None
Vice President

Kenneth E. DeWitt None None
Vice President

John S. Tamagni Lazard Freres & Co. LLC Managing Director
Director One Rockefeller Plaza
New York, NY 10020

Salvatore J. Cozzolino None None
Director

C. Michael Hazard Westfield Capital Management CEO & Chairman
Director One Financial Center of the Board
Boston, MA 02111

John C. Hou Prince Capital Management, LLC President
Director 240 Madison Avenue
New York, NY 10016

(h) Unibank is the sub-adviser to the International Equity and International
Small Cap Equity Funds, and its business is summarized in "The Funds" in the
Prospectus. Unibank's directors and officers have been engaged during the past
two fiscal years in the following businesses, professions, vocations or
employments of a substantial nature:

Name and Office with Name and Address of Nature of
Unibank Other Affiliations Connection

Henrik Bak None None
Director and President

Peter Vilhelm Caroe Unibank, New York Managing Director
Chairman of the Board 13-15 West 54th Street
New York, New York 10019

John Joseph Mulligan Unibank, New York Director

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Director 13-15 West 54th Street
New York, New York 10019

Peter Egelund Jensen None None
Chief Financial Officer

Henrik Rye Peterson None None
Chief Financial Officer

Item 27.

(a) First Data Distributors, Inc., a wholly-owned subsidiary of First Data
Investor Services Group, Inc., and an indirect wholly-owned subsidiary of First
Data Corporation, acts as distributor for the Trust. First Data Distributors,
Inc., also distributes the securities of the following investment companies: ABN
AMRO Funds, Allegheny Funds, BT Insurance Funds Trust, First Choice Funds Trust,
Forward Funds, Inc., The Galaxy Fund, Galaxy VIP Fund, Galaxy Fund II, IBJ Funds
Trust, Light Index Fund, Inc., Panorama Trust and Wilshire Target Funds, Inc.
First Data Distributors, Inc., is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc.

(b) The information required by this Item 27(b) with respect to each
director, officer, or partner of First Data Distributors, Inc., is incorporated
by reference to Schedule A of Form BD filed by First Data Distributors, Inc.,
with the Securities and Exchange Commission pursuant to the Securities Act of
1934 (file no. 8-45467).

(c) During the fiscal year ended August 31, 1999, First Data Distributors,
Inc. received, directly or indirectly, from the Trust $________ in net
underwriting discounts and commissions, $__________ in compensation on
redemptions and repurchases, $__________ in brokerage commissions and
$__________ in other compensation.

Item 28. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder are the Trust's Secretary, Mary Chris
Sayre; the Trust's investment adviser, Undiscovered Managers; the custodian of
each Fund except the Behavioral Long/Short Fund, The Bank of New York; the
custodian of the Behavioral Long/Short Fund, Custodial Trust Company; and the
Trust's transfer agent, First Data. The

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address of the Secretary and the investment adviser is Plaza of the Americas,
700 North Pearl Street, Dallas, Texas 75201; the address of The Bank of New York
is 48 Wall Street, New York, New York 10286; the address of Custodial Trust
Company is 101 Carnegie Center, Princeton, New Jersey 08540; and the address of
the transfer agent is 4400 Computer Drive, Westborough, Massachusetts 01581.

Item 29. Management Services

There are no management-related service contracts not
discussed in Parts A and B.

Item 30. Undertakings

(a) The undersigned Trust hereby undertakes to call a meeting of
shareholders for the purpose of voting on the removal of a
trustee or trustees when requested in writing to do so by the
holders of at least 10% of the Trust's outstanding voting
securities and in connection with such meeting to comply with
the provisions of Section 16(c) of the Investment Company Act
of 1940 relating to shareholder communications.

(b) The Trust hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Trust's latest
Annual Report to shareholders upon request and without charge.

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NOTICE

A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this instrument is executed on behalf of the Trust by an officer of
the Trust as an officer and not individually and the obligations of or arising
out of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Trust.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, Undiscovered Managers Funds, has duly
caused this amendment to its registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dallas, and State
of Texas on the 28th day of October, 1999.

UNDISCOVERED MANAGERS FUNDS

By: /s/ Mark P. Hurley
Mark P. Hurley
Title: President

Pursuant to the requirements of the Securities Act of 1933, this amendment to
its registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signatures Title Date

/s/ Mark P. Hurley President and Trustee October 28, 1999
- ------------------
Mark P. Hurley

/s/ * Mark P. Hurley Trustee October 28, 1999
- --------------------
Roger B. Keating

/s/ * Mark P. Hurley Trustee October 28, 1999
- --------------------
Matthew J. Kiley

/s/ * Mark P. Hurley Trustee October 28, 1999
- --------------------
Robert P. Schmermund

/s/ * Mark P. Hurley Treasurer October 28, 1999
- --------------------
Brian O'Neill

*Signed by Mark P. Hurley as Attorney-In-Fact

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UNDISCOVERED MANAGERS FUNDS

Index to Exhibits

Exhibit No. Description

(h)(iii) Form of Amended and Restated Expense Deferral
Agreement between the Trust and Undiscovered
Managers relating to each of the Funds.

(j)(iii) Power of Attorney of Brian O'Neill

(m)(ii) Service and Distribution Plan relating to Class C shares

(o) Amended Multi-Class Plan.

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Exhibit (h)(iii)

AMENDED AND RESTATED
EXPENSE DEFERRAL AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT dated as of ____________, 1999 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
__________________ (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 ______________________ 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. 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,
dividends payable with respect to securities sold short, if any, 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, _____ percent for the Series'
Investor Class shares and ___ percent for the Series' Class C 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, dividends payable with respect to securities sold short, if any, 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, ______ percent for the Series' Investor Class shares and ______
percent for the Series' Class C 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

-1-

Series with respect to such class of shares (exclusive of brokerage costs,
interest, taxes, dividends payable with respect to securities sold short, if any
and extraordinary expenses) do not exceed the foregoing annual percentage rate
applicable to such class of shares.

Deferred Fees and Expenses with respect to the period from __________,
1999 through August 31, 2000 and with respect to any future 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 five years after the end of the fiscal year in which such Deferred Fees
and Expenses are incurred are not sufficient to pay such Deferred Fees and
Expenses; and Deferred Fees and Expenses with respect to the Trust's fiscal
years ended August 31, 1998 and August 31, 1999 and any Deferred Fees and
Expenses with respect to the period from September 1, 1999 through ___________,
1999 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 the fiscal year in which such Deferred Fees
and Expenses are incurred 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 initial term of this Agreement (the "Initial Term") shall be for
a period commencing on the date first above written and ending on December 31,
2000. This Agreement shall be renewed automatically for successive periods of
one year after the Initial Term, unless written notice of termination is
provided by the Manager to the Trust not less than 10 days prior to the end of
the then-current term. No such termination by the Manager 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
of such termination.

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.

-2-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

UNDISCOVERED MANAGERS FUNDS

By ____________________________
Mark P. Hurley, President

UNDISCOVERED MANAGERS, LLC

By __________________________
Mark P. Hurley, President and CEO

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Exhibit (j)(iii)

POWER OF ATTORNEY

I, the undersigned, hereby constitute and appoint Mark P. Hurley and
Mary Chris Sayre, and each of them singly, my true and lawful attorneys, with
full power to them and each of them, to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration Statement
on Form N-1A of Undiscovered Managers Funds (the "Trust"), and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission for the purpose of registering the shares of
beneficial interest of the Trust and generally to do all such things in my name
in my behalf to enable the Trust to comply with the provisions of the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and
all requirements and regulations of the Securities and Exchange Commission,
hereby ratifying and confirming my signature as it may be signed by my said
attorneys on any and all amendments to said Registration Statement.

WITNESS my hand and common seal on the date set forth below.

Signature Title Date

/s/ Brian O'Neill Treasurer August 31, 1999
Brian O'Neill

Exhibit (m)(ii)

UNDISCOVERED MANAGERS FUNDS

Service and Distribution Plan (Class C Shares)

(Effective as of April 26, 1999)

This Plan (the "Plan"), as amended from time to time, constitutes the
Service and Distribution Plan with respect to the Class C shares of UNDISCOVERED
MANAGERS FUNDS, a Massachusetts business trust (the "Trust").

Section 1. This Plan authorizes the Trust to pay to First Data
Distributors, Inc., or any successor principal underwriter of the Trust (the
"Distributor"), or to one or more other persons or entities (which may but need
not be affiliated with the Trust or any of its investment advisers or other
service providers), pursuant to agreements executed on behalf of the Trust by
one or more officers of the Trust or by the Distributor, fees ("Fees") for
services rendered and expenses borne in connection with the provision of
shareholder services, account maintenance services or distribution services with
respect to Class C shares of the Trust. On an annual basis, the aggregate amount
of Fees with respect to each fund (series) of the Trust (each, a "Fund") shall
not exceed 1.00% of the Fund's average daily net assets attributable to its
Class C shares, if any.

Section 2. The Fees may be paid as compensation for any or all of the following:

(a) activities or expenses primarily intended to result in the sale of
Class C shares of the Trust, including, but not limited to (i)
compensation to, and expenses (including overhead and telephone
expenses) of, financial consultants or the Distributor or of
participating or introducing brokers who engage in distribution of
Class C shares, printing of prospectuses and reports for other than
existing shareholders of a Fund, advertising and preparation, printing
and distribution of sales literature and (ii) compensation to, and
expenses (including telephone and overhead expenses) of, financial
consultants or the Distributor or of participating or introducing
brokers, banks and other financial intermediaries who aid in the
processing of purchase or redemption requests for Class C shares or the
processing of dividend payments with respect to Class C shares, who
provide information periodically to shareholders showing their
positions in a Fund's Class C shares, who forward communications from
the Trust to Class C shareholders, who render ongoing advice concerning
the suitability of particular investment opportunities offered by the
Trust in light of the shareholder's needs, who respond to inquiries
from Class C shareholders relating to such services, or who train
personnel in the provision of such services; and

(b) additional personal services to the Trust's Class C shareholders
and/or for the maintenance of Class C shareholder accounts, provided
that the Fees paid pursuant to

-1-

this sub-paragraph (b) shall not exceed, on an annual basis, 0.25% of
the average daily net assets attributable to the Class C shares of any
Fund.

Section 3. This Plan shall not take effect with respect to any Fund of
the Trust until it has been approved by a vote of at least a majority of the
outstanding Class C voting securities of that Fund, unless this Plan is adopted
prior to any public offering of the Class C voting securities of that Fund or
the sale of such securities to persons who are not affiliated persons of that
Fund, affiliated persons of such persons, promoters of that Fund, or affiliated
persons of such promoters. This Plan shall be deemed to have been effectively
approved with respect to any Fund if a majority of the outstanding Class C
voting securities of that Fund votes for the approval of this Plan,
notwithstanding that this Plan has not been approved by a majority of the
outstanding Class C voting securities of any other Fund or that this Plan has
not been approved by a majority of the outstanding voting securities of that
Fund or the Trust as a whole.

Section 4. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Investment Company Act of 1940, as amended (the "Act"), or the rules and
regulations thereunder), of both (a) the Trustees of the Trust, and (b) the
Independent Trustees of the Trust cast in person at a meeting called for the
purpose of voting on this Plan or such agreement.

Section 5. This Plan shall continue in effect for a period of more than
one year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 4.

Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.

Section 7. This Plan may be terminated at any time as to any Fund by
vote of a majority of the Independent Trustees, or by vote of a majority of the
outstanding Class C voting securities of that Fund.

Section 8. All agreements with any person relating to implementation of
this Plan with respect to any Fund shall be in writing, and any agreement
related to this Plan with respect to any Fund shall provide:

A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class C voting securities of the Fund, on not more
than 60 days' written notice to any other party to the
agreement; and

-2-

B. That such agreement shall terminate automatically in the
event of its assignment.

Section 9. This Plan may not be amended to increase materially the
aggregate amount of Fees permitted pursuant to Section 1 hereof without approval
in the manner provided in Section 3 hereof, and all material amendments to this
Plan shall be approved in the manner provided for approval of this Plan in
Section 4 hereof.

Section 10. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it and (b) the terms "assignment,"
"interested person" and "majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.

Dated: April 26, 1999

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Exhibit (o)

UNDISCOVERED MANAGERS FUNDS

Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940

Effective July 9, 1998
Amended and Restated December 15, 1998
Amended and Restated March 31, 1999

WHEREAS, the Board of Trustees of Undiscovered Managers Funds (the
"Trust") has considered the following amended and restated multi-class plan (the
"Plan") under which the Trust may offer multiple classes of shares of its now
existing and hereafter created series pursuant to Rule 18f-3 (the "Rule") under
the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, a majority of the Trustees of the Trust and a majority of the
Trustees who are not interested persons of the Trust have found the Plan, as
proposed, to be in the best interests of each class of shares of each series of
the Trust individually and the Trust as a whole.

NOW, THEREFORE, the Trust hereby approves and adopts the following Plan
pursuant to the Rule.

The Plan

Each now existing and hereafter created series ("Fund")1 of the Trust
may from time to time issue one or more of the following classes of shares:
Institutional Class shares, Investor Class shares and Class C shares. Each class
is subject to such investment minimums and other conditions of eligibility as
are set forth in the Trust's prospectuses, each as from time to time in effect
(each, a "Prospectus"). The differences in expenses among these classes of
shares, and the exchange features of each class of shares, are set forth below
in this Plan, which is subject to change, to the extent permitted by law and by
the Agreement and Declaration of Trust and By-laws of the Trust, as amended from
time to time, by action of the Board of
- --------
1 The current Funds include: Undiscovered Managers All Cap Value Fund,
Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral
Long/Short Fund, Undiscovered Managers Behavioral Value Fund, Undiscovered
Managers Core Equity Fund, Undiscovered Managers Hidden Value Fund, Undiscovered
Managers REIT Fund, Undiscovered Managers Small Cap Value Fund, Undiscovered
Managers Special Small Cap Fund, UM International Equity Fund and UM
International Small Cap Equity Fund.

-1-

Trustees of the Trust. There are no conversion rights or features relating to
Institutional Class shares, Investor Class shares or Class C shares. Nothing in
this Plan shall limit the authority of the Trustees to create additional classes
of shares of any Fund.

Class Characteristics

Institutional Class shares, Investor Class shares and Class C shares of
a Fund represent interests in the assets of such Fund. The classes differ
materially only with respect to (i) the existence of fees ("Fees") borne
exclusively by Investor Class shares and Class C shares pursuant to separate
Service and Distribution Plans (the "Service and Distribution Plans") relating
to each such Class of shares and (ii) the applicability of front-end and
contingent deferred sales charges to Class C shares. On an annual basis, the
aggregate amount of Fees payable under the Service and Distribution Plan with
respect to Investor Class shares of each Fund will not exceed 0.35% of the
Fund's average daily net assets applicable to its Investor Class shares, if any,
and the aggregate amount of Fees payable under the Service and Distribution Plan
with respect to Class C shares of each Fund will not exceed 1.00% of the Fund's
average daily net assets applicable to its Class C shares, if any.

Expense Allocations

Investor Class shares and Class C shares bear Fees under their
respective Service and Distribution Plans, whereas Institutional Class shares
pay no such Distribution Fees. Each class may, at the Trustees' discretion, also
pay a different share of other expenses, not including advisory or custodial
fees or other expenses related to the management of the Trust's assets, if these
expenses are actually incurred in a different amount by that class, or if the
class receives services of a different kind or to a different degree than the
other classes ("Class Expenses"). All other expenses will be allocated to each
class on the basis of the net asset value of that class in relation to the net
asset value of a particular Fund attributable to that class.

Exchange Features

Shares of a class of a Fund may be exchanged only for shares of the
same class of another Fund, if any, subject to any applicable redemption fee.
There is no sales charge on exchanges, but any applicable contingent deferred
sales charge period will continue to run following the date of exchange. A
shareholder may not exchange shares of a class of one Fund for shares of a class
of another Fund that is not qualified for sale in the state of the shareholder's
residence. Although the Trust has no current intention of terminating or
modifying the exchange privilege, it reserves the right to do so at any time.
All exchanges will

-2-

be made based on the respective net asset values next determined following
receipt of the request by the Funds in proper form.

Voting Rights

Each class of shares of each Fund has identical voting rights except
that each class has exclusive voting rights on any matter submitted to
shareholders that relates solely to that class (e.g., matters relating to a
Class's Service and Distribution Plan will be submitted solely to that Class's
shareholders), and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class. In matters as to which one or more classes do not have
exclusive voting rights, all classes of shares of a Fund will vote together,
except when a class vote is required by the 1940 Act.

Amendments

The Plan may be amended from time to time in accordance with the
provisions and requirements of the Rule.

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