EXHIBIT INDEX
Exhibit A: Attachment to item 77B:
Accountants report on internal control
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Exhibit A:
INDEPENDENT AUDITORS' REPORT
The Trustees and Shareholders of
Undiscovered Managers Funds:
In planning and performing our audits of the financial
statements of Undiscovered Managers Behavioral Growth Fund,
Undiscovered Managers Behavioral Value Fund, Undiscovered
Managers Behavioral Long/Short Fund, Undiscovered Managers
REIT Fund, Undiscovered Managers Special Small Cap Fund,
Undiscovered Managers Small Cap Value Fund, Undiscovered
Managers Hidden Value Fund, Undiscovered Managers All Cap
Value Fund, Undiscovered Managers Core Equity Fund, UM
International Small Cap Equity Fund, and UM International
Equity Fund (the "Funds") of Undiscovered Managers Funds
(the "Trust") for the year ended August 31, 2000 (on which
we have issued our report dated October 23, 2000), we
considered its internal control, including control
activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to
provide assurance on the Funds' internal control.
The management of the Trust is responsible for establishing
and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs
of controls. Generally, controls that are relevant to an
audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with accounting principles generally
accepted in the United States of America. Those controls
include the safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in any internal control,
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of internal
control to future periods are subject to the risk that the
internal control may become inadequate because of changes in
conditions or that the degree of compliance with policies or
procedures may deteriorate.
Our consideration of the Trust's internal control would not
necessarily disclose all matters in the internal control
that might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which
the design or operation of one or more of the internal
control components does not reduce to a relatively low level
the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no
matters involving the Trust's internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above
as of August 31, 2000.
This report is intended solely for the information and use
of management, the Trustees and Shareholders of Undiscovered
Managers Funds and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone
other than these specified parties.
/s/DELOITTE & TOUCHE LLP
New York, New York
October 23, 2000
