AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
This Amendment dated as of June 1, 2004, is to the Investment
Management Agreement made as of the 1st day of June, 2004 (the "Agreement") by
and between Xxxxxxxxx Investment Counsel, LLC, a U.S. registered investment
adviser and a Delaware limited liability company (the "Manager"), and Xxxxxxxxx
Global Smaller Companies Fund (the "Fund").
WITNESSETH:
WHEREAS, both the Manager and the Fund wish to amend Paragraph 4 of the
Agreement; and
WHEREAS, the Board of Trustees of the Fund, including a majority of the
Independent Trustees of the Fund present in person, approved the following
amendment at a meeting called for such purpose on May 13, 2004.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
The Fund agrees to pay to the Manager a monthly fee in dollars, at the
annual rate of the Fund's daily net assets, as listed below, payable at the end
of each calendar month:
0.75%, up to and including $1 billion
0.73% over $1 billion, up to and including $5 billion
0.71% over $5 billion, up to and including $10 billion
0.69% over $10 billion, up to and including $15 billion
0.67% over $15 billion, up to and including $20 billion
0.65% over $20 billion
IN WITNESS WHEREOF, this Amendment has been executed on behalf of each
party as of the date set forth above.
XXXXXXXXX INVESTMENT COUNSEL, LLC
By:/s/Xxxxxxx X. XxXxxxx
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Xxxxxxx X. XxXxxxx
Executive Vice President
XXXXXXXXX GLOBAL SMALLER COMPANIES FUND
By:/s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and Assistant Secretary
