AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of January 23, 2003 between
ALLIANCE WORLDWIDE PRIVATIZATION FUND, INC., a Maryland
Corporation (the "Fund") and ALLIANCE GLOBAL INVESTOR SERICES,
INC. (formerly known as Alliance Fund Services, Inc.), a Delaware
Corporation ("AGIS").
WITNESSETH
WHEREAS, the Fund and AGIS wish to amend the Transfer
Agency Agreement dated as of April 19, 1994 (the "Agreement") in
the manner set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 35 of the Agreement is
hereby amended and restated to read as follows:
SECTION 35. This Agreement may be executed in more
than one counterpart, each of which shall be deemed to be an
original, and shall become effective on the last date of
signature below unless otherwise agreed by the parties. Unless
sooner terminated pursuant to SECTION 32, this Agreement will
continue until December 31, 1994 and will continue in effect so
long as its continuance is specifically approved at least
annually by the Directors or by a vote of the stockholders of the
Fund and in either case by a majority of the Directors who are
not parties to this Agreement or interested persons of any such
party, at a meeting called for the purpose of voting on this
Agreement.
2. Name References. Any and all references in the Agreement
to (i) "Alliance Fund Services, Inc." are hereby amended to read
"Alliance Global Investor Services, Inc." and (ii) "Fund
Services" are hereby amended to read "AGIS".
3. No Other Changes. Except as provided herein, the
Agreement shall be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to the Agreement.
ALLIANCE WORLDWIDE PRIVATIZATION
FUND, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------
ALLIANCE GLOBAL INVESTOR
SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------
00250.0202 #375613
