AMENDMENT TO TRANSFER AGENT AGREEMENT

                                  AMENDMENT TO
                            TRANSFER AGENT AGREEMENT

         This Amendment dated as of January 1, 2001, is to the Transfer Agent
Agreement made as of September 1, 1993 and subsequently amended and restated on
August 10, 1995, May 15, 1996 and July 1, 1996 (the "Agreement") by and between
Franklin Xxxxxxxxx Investor Services, Inc., a Florida corporation ("FTISI") and
Xxxxxxxxx Global Smaller Companies Fund, Inc. (the "Fund").

                                   WITNESSETH:

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

         WHEREAS, FTISI merged into FRANKLIN XXXXXXXXX INVESTOR SERVICES, 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. FTISI's name is henceforth to be known as "Franklin Xxxxxxxxx Investor
        Services, LLC."

     2. All references to FTISI 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.

                           FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC

                           By:/s/XXXXXX X. XXXXXXXX
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                           XXXXXXXXX GLOBAL SMALLER COMPANIES FUND, INC.


                           By:/s/XXXXXXX X. XXXXX
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