AMENDMENT NO. 2
TO
UNDERWRITING AGREEMENT
This Amendment dated as of February 25, 2005 (the "Amendment"), amends the
Underwriting Agreement (the "Agreement"), dated November 25, 2003, as amended,
between the registered investment company listed on Schedule A (the "Company"),
a Delaware statutory trust, on behalf of those series of the Company listed on
Schedule A, and Fund Management Company, a Texas corporation.
WITNESSETH:
WHEREAS, the parties desire to amend the Agreement to add the
Institutional Class Shares of Premier Portfolio, Premier Tax-Exempt Portfolio
and Premier U.S. Government Money Portfolio; and
WHEREAS, the parties desire to amend the Agreement to remove the existing
class of shares of Premier Portfolio and Premier Tax-Exempt Portfolio, which as
of February 25, 2005 have been redesignated Investor Class;
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows;
1. Schedule A to the Agreement is hereby deleted in its entirety and
replaced with the following:
"UNDERWRITING AGREEMENT
SCHEDULE A
REGISTERED
INVESTMENT
COMPANY FUND EFFECTIVE DATE
---------- ---- ------------------
AIM TREASURER'S SERIES TRUST
Premier Portfolio (Institutional Class) February 25, 2005
Premier Tax-Exempt Portfolio (Institutional Class) February 25, 2005
Premier U.S. Government Money Fund (Institutional Class) February 25, 2005"
2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers on the date first written above.
COMPANY (LISTED IN SCHEDULE A)
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
FUND MANGEMENT COMPANY
By: /s/ Xxxxx Xxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxx Xxxxxx
Title: President
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