[ROPES & GRAY LETTERHEAD]
July 6, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Undiscovered Managers Funds
File Nos. 333-37711 and 811-08437
Ladies and Gentlemen:
Transmitted herewith for filing by means of electronic
submission on behalf of Undiscovered Managers Funds (the "Trust")
pursuant to Rule 497(e) under the Securities Act of 1933, as
amended, and Regulation S-T, are supplements to the Trust's
Institutional Class Prospectus, Investor Class Prospectus and
Class C Prospectus, each dated December 28, 1999.
If you have any questions or need any clarification
concerning the foregoing or this transmission, please call the
undersigned at (617) 951-7811. Thank you.
Sincerely yours,
/s/ Gregory C. Davis
Gregory C. Davis
Enclosures
cc: Mark P. Hurley
<PAGE BREAK>
UNDISCOVERED MANAGERS FUNDS
Supplement dated July 5, 2000 to
the Class C Prospectus dated December 28, 1999
I. EFFECTIVE AS OF JULY 5, 2000, THE 1.00% REDEMPTION
FEE IMPOSED ON SHAREHOLDERS OF UM INTERNATIONAL EQUITY
FUND HAS BEEN ELIMINATED. CONSEQUENTLY, UNDER "THE
FUNDS' FEES AND EXPENSES" ON PAGE 15 OF THE PROSPECTUS,
THE INFORMATION IN THE TABLE RELATING TO SHAREHOLDER
FEES OF UM INTERNATIONAL EQUITY FUND AND THE EXAMPLE
RELATING TO UM INTERNATIONAL EQUITY FUND ARE REPLACED
WITH THE FOLLOWING:
INTERNATIONAL
EQUITY FUND
CLASS C
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) 2.00%
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 1.00%
Maximum Deferred Sales Charge (Load) (as a
percentage of net amount invested or redemption
proceeds, as applicable (1) 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends none
Redemption Fees (as a percentage of the amount
redeemed, if applicable) (2) none
Exchange Fees (as a percentage of the amount
exchanged, if applicable) none
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 (i) you invest
$10,000 in each Fund for the time periods
indicated, (ii) your investment has a 5%
return each year and (iii) each Fund's
operating expenses remain the same. Costs
are shown for when you redeem and when you do
not redeem your shares at the end of the
periods. Although your actual costs may be
higher or lower, based on these assumptions
your costs would be:
International Equity Fund
One Year ...............$346
Three Years.............$1,283
Five Years..............$2,229
Ten Years...............$4,625
<PAGE BREAK>
(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.
In addition, under "Selling Shares -- Contingent
Redemption Fee" on page 29 of the Prospectus, all
references to UM International Equity Fund imposing a
redemption fee are hereby deleted.
II. EFFECTIVE AS OF JULY 5, 2000, RUSSELL J. FULLER,
FREDERICK W. STANSKE, MARK MOON AND BRENDAN S.
MACMILLAN HAVE DAY-TO-DAY RESPONSIBILITY FOR MANAGING
THE PORTFOLIO OF UNDISCOVERED MANAGERS BEHAVIORAL
GROWTH FUND. CONSEQUENTLY, THE SECOND PARAGRAPH UNDER
"THE FUNDS' MANAGEMENT -- SUB-ADVISERS AND PORTFOLIO
MANAGERS" ON PAGE 20 OF THE PROSPECTUS IS HEREBY
REPLACED WITH THE FOLLOWING:
Russell J. Fuller, Frederick W. Stanske, Mark Moon
and Brendan S. MacMillan have day-to-day
responsibility for managing the portfolio of the
Behavioral Growth Fund. 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 a Vice President and
Portfolio Manager and became a 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. Mr. Moon joined Fuller & Thaler in
January, 1999 as a 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. Mr. MacMillan joined Fuller & Thaler in
April, 1999 as a Vice President and Portfolio
Manager. Prior to joining Fuller & Thaler, Mr.
MacMillan was a Senior Equity Analyst and Director
of Research at Insight Capital Research &
Management, Inc. from 1995 to 1999.
III. EFFECTIVE AS OF JULY 5, 2000, RALPH L. BLOCK
IS ASSUMING THE RESPONSIBILITY OF CO-MANAGING
UNDISCOVERED MANAGERS REIT FUND'S PORTFOLIO ON A DAY-
TO-DAY BASIS. CONSEQUENTLY, UNDER "THE FUNDS'
MANAGEMENT -- SUB-ADVISERS AND PORTFOLIO MANAGERS," THE
FIRST PARAGRAPH ON PAGE 21 OF THE PROSPECTUS IS HEREBY
REPLACED WITH THE FOLLOWING:
William F.K. Schaff and Ralph L. Block have day-to-day
responsibility for managing the REIT Fund's portfolio.
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
<PAGE BREAK>
Essential REIT. Mr. Block is Bay Isle's chief REIT analyst
and 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.
IV. EFFECTIVE AS OF JULY 5, 2000, WHEN A FUND REQUIRES A
SIGNATURE GUARANTEE, A MEDALLION SIGNATURE GUARANTEE MUST BE
PROVIDED. A MEDALLION SIGNATURE GUARANTEE MAY BE OBTAINED
FROM A DOMESTIC BANK OR TRUST COMPANY, BROKER, DEALER,
CLEARING AGENCY, SAVINGS ASSOCIATION, OR OTHER FINANCIAL
INSTITUTION WHICH IS PARTICIPATING IN A MEDALLION PROGRAM
RECOGNIZED BY THE SECURITIES TRANSFER ASSOCIATION. THE
THREE RECOGNIZED MEDALLION PROGRAMS ARE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES MEDALLION
PROGRAM (SEMP) AND NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM (NYSE MSP). SIGNATURE GUARANTEES FROM
FINANCIAL INSTITUTIONS WHICH ARE NOT PARTICIPATING IN ONE OF
THESE PROGRAMS WILL NOT BE ACCEPTED.
<PAGE BREAK>
UNDISCOVERED MANAGERS FUNDS
Supplement dated July 5, 2000 to
the Institutional Class Prospectus dated December 28, 1999
I. EFFECTIVE AS OF JULY 5, 2000, THE 1.00% REDEMPTION FEE
IMPOSED ON SHAREHOLDERS OF UM INTERNATIONAL EQUITY FUND HAS BEEN
ELIMINATED. CONSEQUENTLY, UNDER "THE FUNDS' FEES AND EXPENSES"
ON PAGE 27 OF THE PROSPECTUS, THE INFORMATION IN THE TABLE
RELATING TO SHAREHOLDER FEES OF UM INTERNATIONAL EQUITY FUND AND
THE EXAMPLE RELATING TO UM INTERNATIONAL EQUITY FUND ARE REPLACED
WITH THE FOLLOWING:
INTERNATIONAL
EQUITY FUND
INSTITUTIONAL
CLASS
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases none
Maximum Deferred Sales Charge (Load) none
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends none
Redemption Fees (as a percentage of the amount
redeemed, if applicable) (1) none
Exchange Fees (as a percentage of the
amount exchanged, if applicable) none
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 (i) you invest $10,000 in
each Fund for the time periods indicated, (ii) your
investment has a 5% return each year and (iii) each
Fund's operating expenses remain the same. Costs are
shown for when you redeem and when you do not redeem
your shares at the end of the periods. Although your
actual costs may be higher or lower, based on these
assumptions your costs would be:
International Equity Fund
One Year ...............$148
Three Years.............$1,103
Five Years..............$1,864
Ten Years...............$3,862
(1) Redemptions by wire transfer are subject to a wire
fee (currently $5) that is deducted from the redemption proceeds.
<PAGE BREAK>
In addition, under "Selling Shares -- Contingent Redemption Fee"
on page 43 of the Prospectus, all references to UM International
Equity Fund imposing a redemption fee are hereby deleted.
II. EFFECTIVE AS OF JULY 5, 2000, RUSSELL J. FULLER, FREDERICK
W. STANSKE, MARK MOON AND BRENDAN S. MACMILLAN HAVE DAY-TO-DAY
RESPONSIBILITY FOR MANAGING THE PORTFOLIO OF EACH OF UNDISCOVERED
MANAGERS BEHAVIORAL GROWTH FUND, UNDISCOVERED MANAGERS BEHAVIORAL
VALUE FUND AND UNDISCOVERED MANAGERS BEHAVIORAL LONG/SHORT FUND.
CONSEQUENTLY, THE SECOND, THIRD AND FOURTH PARAGRAPHS UNDER "THE
FUNDS' MANAGEMENT -- SUB-ADVISERS AND PORTFOLIO MANAGERS" ON PAGE
34 OF THE PROSPECTUS ARE HEREBY REPLACED WITH THE FOLLOWING:
Russell J. Fuller, Frederick W. Stanske, Mark Moon and
Brendan S. MacMillan have day-to-day responsibility for
managing the portfolio of each of the Behavioral Growth
Fund, the Behavioral Value Fund and the Behavioral
Long/Short Fund. 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
a Vice President and Portfolio Manager and became a 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. Mr. Moon joined Fuller &
Thaler in January, 1999 as a 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. Mr. MacMillan joined Fuller &
Thaler in April, 1999 as a Vice President and Portfolio
Manager. Prior to joining Fuller & Thaler, Mr. MacMillan
was a Senior Equity Analyst and Director of Research at
Insight Capital Research & Management, Inc. from 1995 to
1999.
III. EFFECTIVE AS OF JULY 5, 2000, RALPH L. BLOCK IS
ASSUMING THE RESPONSIBILITY OF CO-MANAGING UNDISCOVERED MANAGERS
REIT FUND'S PORTFOLIO ON A DAY-TO-DAY BASIS. CONSEQUENTLY, UNDER
"THE FUNDS' MANAGEMENT -- SUB-ADVISERS AND PORTFOLIO MANAGERS,"
THE SECOND PARAGRAPH ON PAGE 35 OF THE PROSPECTUS IS HEREBY
REPLACED WITH THE FOLLOWING:
William F.K. Schaff and Ralph L. Block have day-to-day
responsibility for managing the REIT Fund's portfolio.
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 is Bay Isle's chief REIT analyst and 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.
<PAGE BREAK>
IV. EFFECTIVE AS OF JULY 5, 2000, WHEN A FUND REQUIRES A
SIGNATURE GUARANTEE, A MEDALLION SIGNATURE GUARANTEE MUST BE
PROVIDED. A MEDALLION SIGNATURE GUARANTEE MAY BE OBTAINED
FROM A DOMESTIC BANK OR TRUST COMPANY, BROKER, DEALER,
CLEARING AGENCY, SAVINGS ASSOCIATION, OR OTHER FINANCIAL
INSTITUTION WHICH IS PARTICIPATING IN A MEDALLION PROGRAM
RECOGNIZED BY THE SECURITIES TRANSFER ASSOCIATION. THE
THREE RECOGNIZED MEDALLION PROGRAMS ARE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES MEDALLION
PROGRAM (SEMP) AND NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM (NYSE MSP). SIGNATURE GUARANTEES FROM
FINANCIAL INSTITUTIONS WHICH ARE NOT PARTICIPATING IN ONE OF
THESE PROGRAMS WILL NOT BE ACCEPTED.
<PAGE BREAK>
UNDISCOVERED MANAGERS FUNDS
Supplement dated July 5, 2000 to
the Investor Class Prospectus dated December 28, 1999
I. EFFECTIVE AS OF JULY 5, 2000, RUSSELL J. FULLER, FREDERICK
W. STANSKE, MARK MOON AND BRENDAN S. MACMILLAN HAVE DAY-TO-DAY
RESPONSIBILITY FOR MANAGING THE PORTFOLIO OF UNDISCOVERED
MANAGERS BEHAVIORAL GROWTH FUND. CONSEQUENTLY, THE SECOND
PARAGRAPH UNDER "THE FUNDS' MANAGEMENT -- SUB-ADVISERS AND
PORTFOLIO MANAGERS" ON PAGE 17 OF THE PROSPECTUS IS HEREBY
REPLACED WITH THE FOLLOWING:
Russell J. Fuller, Frederick W. Stanske, Mark Moon and
Brendan S. MacMillan have day-to-day responsibility for
managing the portfolio of the Behavioral Growth Fund. 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 a Vice
President and Portfolio Manager and became a 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. Mr. Moon joined Fuller & Thaler in
January, 1999 as a 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. Mr. MacMillan joined Fuller & Thaler in
April, 1999 as a Vice President and Portfolio Manager.
Prior to joining Fuller & Thaler, Mr. MacMillan was a Senior
Equity Analyst and Director of Research at Insight Capital
Research & Management, Inc. from 1995 to 1999.
II. EFFECTIVE AS OF JULY 5, 2000, RALPH L. BLOCK IS
ASSUMING THE RESPONSIBILITY OF CO-MANAGING UNDISCOVERED MANAGERS
REIT FUND'S PORTFOLIO ON A DAY-TO-DAY BASIS. CONSEQUENTLY, UNDER
"THE FUNDS' MANAGEMENT -- SUB-ADVISERS AND PORTFOLIO MANAGERS,"
THE LAST PARAGRAPH ON PAGE 17 OF THE PROSPECTUS IS HEREBY
REPLACED WITH THE FOLLOWING:
William F.K. Schaff and Ralph L. Block have day-to-day
responsibility for managing the REIT Fund's portfolio.
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 is Bay Isle's chief REIT analyst and 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.
<PAGE BREAK>
III. EFFECTIVE AS OF JULY 5, 2000, WHEN A FUND REQUIRES A
SIGNATURE GUARANTEE, A MEDALLION SIGNATURE GUARANTEE MUST BE
PROVIDED. A MEDALLION SIGNATURE GUARANTEE MAY BE OBTAINED
FROM A DOMESTIC BANK OR TRUST COMPANY, BROKER, DEALER,
CLEARING AGENCY, SAVINGS ASSOCIATION, OR OTHER FINANCIAL
INSTITUTION WHICH IS PARTICIPATING IN A MEDALLION PROGRAM
RECOGNIZED BY THE SECURITIES TRANSFER ASSOCIATION. THE
THREE RECOGNIZED MEDALLION PROGRAMS ARE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES MEDALLION
PROGRAM (SEMP) AND NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM (NYSE MSP). SIGNATURE GUARANTEES FROM
FINANCIAL INSTITUTIONS WHICH ARE NOT PARTICIPATING IN ONE OF
THESE PROGRAMS WILL NOT BE ACCEPTED.
