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EXHIBIT (i)(iii)
[ROPES & GRAY LETTERHEAD]
____________, 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 Undiscovered
Managers Behavioral Large Cap Fund series, Undiscovered Managers Merger &
Acquisition Fund series and Undiscovered Managers 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
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liable for the obligations of the Trust. However, the Declaration of Trust
disclaims shareholder 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,
