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EXHIBIT 9(a)(3)
AMENDMENT NO. 2
TRANSFER AGENCY AND SERVICE AGREEMENT
The Transfer Agency and Service Agreement (the "Agreement"), dated July
1, 1995 and as amended on July 1, 1996, by and between AIM Equity Funds, Inc.,
a Maryland corporation and A I M Institutional Fund Services, Inc., a Delaware
corporation, is hereby amended as follows (terms used herein but not otherwise
defined herein have the meaning ascribed them in the Agreement):
1) A new Section 2.03 to the Agreement is hereby added in its entirety as
follows: "In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances
incurred by the Transfer Agent for the reconcilement of demand deposit accounts
on behalf of each of the Portfolios. In addition, any other expenses incurred
by the Transfer Agent at the request or with the consent of the Fund, will be
reimbursed by the Fund on behalf of the applicable Shares."
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: July 1,1997
AIM EQUITY FUNDS, INC.
Attest: /s/ XXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M INSTITUTIONAL FUND SERVICES, INC.
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXX XXXXXXXX
----------------------------- -----------------------------
Assistant Secretary Xxxx Xxxxxxxx
President
(SEAL)
