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 and July 1, 1996 (the  "Agreement")  by and  between  Franklin
Xxxxxxxxx Investor Services, Inc., a Florida corporation ("FTISI") and Xxxxxxxxx
Developing Markets Trust (the "Trust").

                                   WITNESSETH:

         WHEREAS, both FTISI and the Trust 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 DEVELOPING MARKETS TRUST

                                By:/s/XXXXXXX X. XXXXX
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