AMENDMENT TO

                                  AMENDMENT TO

                          FUND ADMINISTRATION AGREEMENT

         This Amendment dated as of January 1, 2001, is to the Fund
Administration Agreement made as of October 1, 1996 (the "Agreement") by and
between Franklin ▇▇▇▇▇▇▇▇▇ Services, Inc., a Florida corporation ("FTSI") and
▇▇▇▇▇▇▇▇▇ Global Smaller Companies Fund, Inc. (the "Fund").

                                   WITNESSETH:

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

         WHEREAS, FTSI merged into FRANKLIN ▇▇▇▇▇▇▇▇▇ 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. FTSI's name is henceforth to be known as "Franklin ▇▇▇▇▇▇▇▇▇ Services,
         LLC."

     2. All references to FTSI 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 ▇▇▇▇▇▇▇▇▇ SERVICES, LLC


                                    By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
                                       ---------------------------------



                                  ▇▇▇▇▇▇▇▇▇ GLOBAL SMALLER COMPANIES FUND, INC.

                                  By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
                                     ---------------------------------------