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EXHIBIT 8(a) (1)
AMENDMENT NO. 2
TO
CUSTODIAN CONTRACT
AMENDMENT No. 2 made as of this 19th day of September,
1995 to that certain Custodian Contract dated as of October 1, 1992, as amended
(the "Custody Agreement") between State Street Bank and Trust Company, a
Massachusetts trust company (the "Custodian") and AIM Equity Funds, Inc., a
Maryland corporation (the "Fund").
WHEREAS, the Custodian and Fund have previously entered into a Custody
Agreement;
WHEREAS, the Fund and the Custodian desire to amend the Custody
Agreement to provide for the implementation of Electronic Trade Delivery
("ETD"), the automated process of notifying the Custodian of trades for
settlement processing; and
WHEREAS, the Board of Directors of the Fund has approved the amendment
of the Custody Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises set forth, the
Fund and the Custodian agree to amend the Custody Agreement by replacing
"Section 5. - Proper Instructions" in its entirety with the following:
5. Proper Instructions
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Proper Instructions as used throughout this Contract includes
the following:
(a) a writing signed or initialled by one or more person or
persons as the Board of Directors shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type or transaction involved, including a specific
statement of the purpose for which such action is requested;
(b) communications effected directly between
electro-mechanical or electronic devices provided that the Board of
Directors and the Custodian are satisfied that procedures relating to
the use of such electro-mechanical and electronic devices afford
adequate safeguards for the Portfolios' assets and have been followed.
The Fund shall provide a Certificate of the Secretary or the Assistant
Secretary as to the authorization for use of electro-mechanical or
electronic devices by the Board of Directors of the Fund accompanied
by a detailed description of procedures approved by the Fund's Board
of Directors;
(c) oral instructions will be considered Proper Instructions
if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to
be confirmed in writing or through electro-mechanical or electronic
devices; or
(d) Proper Instructions in connection with a segregated asset
account which has been established pursuant to Section 2.11, hereof,
shall include instructions received by the
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Custodian in accordance with the provisions of any three-party
agreement, to which the Fund and the Custodian are each a party,
governing such account or accounts.
IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the day and
year first above written.
ATTEST STATE STREET BANK AND TRUST COMPANY
By
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Assistant Secretary
ATTEST AIM EQUITY FUNDS, INC.
/s/ XXXXX X. XXXXXX By /s/ XXXXXX X. XXXXXX
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Assistant Secretary
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