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EXHIBIT (i)(iii)
[ROPES & GRAY LETTERHEAD]
October 2, 2000
Undiscovered Managers Funds
Plaza of the Americas
700 North Pearl Street, Suite 1700
Dallas, Texas 75201
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest, without par value ("Shares"), of each of your UM
Behavioral Large Cap Fund series, UM Merger & Acquisition Fund series and UM
Small Cap Growth Fund series (each such series, a "Series").
We have examined an executed copy of your Amended and Restated
Agreement and Declaration of Trust dated December 3, 1997 (the "Declaration of
Trust") on file in the office of the Secretary of State of The Commonwealth of
Massachusetts. We are familiar with the actions taken by your trustees to
authorize the issue and sale to the public from time to time of authorized and
unissued Shares of each Series. We have also examined a copy of your By-Laws and
such other documents as we have deemed necessary for the purpose of this
opinion.
Based on the foregoing, we are of the opinion that:
1. The beneficial interest of each Series is divided into an unlimited
number of Shares.
2. The issue and sale of the authorized but unissued Shares of each
Series has been duly authorized under Massachusetts law. Upon the original issue
and sale of any of such authorized but unissued Shares and upon receipt by
Undiscovered Managers Funds (the "Trust") of the authorized consideration
therefor in an amount not less than the applicable net asset value, the Shares
so issued will be validly issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." 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
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liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Trust or its trustees. The Declaration of Trust provides for
indemnification out of the property of the particular series of shares for all
loss and expense of any shareholder held personally liable solely by reason of
his or her being or having been a shareholder of that series. Thus, the risk of
a shareholder incurring financial loss on account of being such a shareholder is
limited to circumstances in which that series of shares itself would be unable
to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of your
Registration Statement on Form N-lA (File No. 333-37711) relating to such
offering and sale.
Very truly yours,
/s/ Ropes & Gray
