AMENDMENT TO SUB-ADMINISTRATION AGREEMENT

                                  AMENDMENT TO
                          SUB-ADMINISTRATION AGREEMENT


         This  Amendment  dated as of  November  30,  1999,  is entered  into by
UNDISCOVERED  MANAGERS,  LLC (the  "Company")  and FIRST DATA INVESTOR  SERVICES
GROUP, INC. ("Investor Services Group").

         WHEREAS,  the Company and Investor  Services  Group have entered into a
Sub-Administration  Agreement  dated as of  December  29,  1997 (as  amended  or
supplemented, the "Agreement"); and

         WHEREAS,  the Company  and  Investor  Services  Group wish to amend the
Agreement  to revise the  description  of  services  to be  provided by Investor
Services Group to the Company and related matters;

         NOW,  THEREFORE,  the parties  hereto,  intending  to be legally  bound
hereby, hereby agree as follows:

         I.       The following is hereby added to Schedule B of the Agreement:

                             Sales Support Services

               Salesliterature  review and  recommendations  for compliance with
               NASD and SEC rules and regulations

               Preparation  of training  materials  for use by  personnel of the
               Company or the Adviser

               Preparation of ongoing compliance updates

               Coordination of registration of the Fund with National Securities
               Clearing Corp.  ("NSCC") and filing  required  Fund/SERV  reports
               with NSCC

               Provision  of advice and counsel to the Company  with  respect to
               regulatory   matters,   including   monitoring   regulatory   and
               legislative developments that may affect the Company

               Assistance in the  preparation of quarterly  board materials with
               regard to sales and other  distribution  related data  reasonably
               requested by the board

         II.  This  Amendment  shall  become  effective   immediately  upon  the
consummation  of the  acquisition of Investor  Services Group by a subsidiary of
PNC Bank Corp.,  which the parties  anticipate to occur on or about  December 1,
1999.

         III.  Except to the extent amended  hereby,  the Agreement shall remain
unchanged  and in full force and effect and is hereby  ratified and confirmed in
all respects as amended hereby.






         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date and year first written above.

                                                   UNDISCOVERED MANAGERS, LLC



                                                     By: /s/ Xxxx X. Xxxxxx
                                                         President and CEO


                                                   FIRST DATA INVESTOR SERVICES
                                                   GROUP, INC.



                                                     By: /s/ Xxxxx X. Xxx
                                                         President