FORM OF 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 Templeton Services, Inc., a U.S. registered...

                                     FORM OF
                                  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 Xxxxxxxxx Services, Inc., a U.S. registered investment adviser
and Florida corporation (the "Administrator") and Xxxxxxxxx Developing Markets
Trust (the "Trust").

                                   WITNESSETH:

     WHEREAS, both the Administrator and Trust wish to amend the Agreement;

     WHEREAS, the Administrator merged into FRANKLIN XXXXXXXXX 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:

     3.  Administrator's  name is henceforth to be known as "Franklin  Xxxxxxxxx
Services, LLC."

     4. All references to the Administrator 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 XXXXXXXXX SERVICES, LLC


                                    By:_______________________________________
                                            Xxxxx X. Xxxxxxx
                                            President

                                    XXXXXXXXX DEVELOPING MARKETS TRUST


                                    By:_______________________________________
                                            J. Xxxx Xxxxxx
                                            President