AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

                                  AMENDMENT TO
                         INVESTMENT MANAGEMENT AGREEMENT

         This Amendment dated as of January 1, 2001, is to the Investment
Management Agreement made as of the 30th day of October, 1992 and amended and
restated as of the 6th day of December, 1994 and the 15th day of May, 1996 (the
"Agreement") by and between Xxxxxxxxx Investment Counsel, Inc., a U.S.
registered investment adviser and Florida corporation (the "Manager") and
Xxxxxxxxx Global Smaller Companies Fund, Inc. (the "Fund").

                                   WITNESSETH:

         WHEREAS, both the Manager and the Fund wish to amend the Agreement;

         WHEREAS, the Manager merged into XXXXXXXXX INVESTMENT COUNSEL, LLC, a
Delaware limited liability company, a successor entity, on January 1, 2001;

         NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:

     1. The Manager's  name is henceforth to be known as "Xxxxxxxxx Investment
        Counsel, LLC."

     2. All references to the Manager being a "Florida Corporation" in the
       Agreement are hereby changed to a "Delaware limited liability company."

     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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                                  XXXXXXXXX GLOBAL SMALLER COMPANIES FUND, INC.


                                   By:/s/XXXXXXX X. XXXXX
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