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EXHIBIT (n)
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
Amended and Restated September 14, 2000
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
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(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 Behavioral Large Cap Fund, UM
International Equity Fund, UM International Small Cap Equity Fund, UM Merger &
Acquisition Fund and UM Small Cap Growth Fund.
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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 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
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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 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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