AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 2

TO

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

This Amendment, dated as of October 15, 2004 (the “Amendment”), amends the Amended and Restated Master Administrative Services Agreement as amended, (the “Agreement”), dated July 1, 2004, by and between A I M ADVISORS, INC., a Delaware statutory trust, (the “Administrator”) and AIM Treasurer’s Series Trust, a Delaware statutory trust with respect to the separate series set forth in Appendix A to this Agreement.

W I T N E S S E T H:

WHEREAS, the parties desire to amend the Agreement to change the names of INVESCO Treasurer’s Money Market Reserve Fund to Premier Portfolio; INVESCO Treasurer’s Tax-Exempt Reserve Fund to Premier Tax-Exempt Portfolio and INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows;

1. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the following:

“APPENDIX A

FEE SCHEDULE TO

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

OF

AIM TREASURER’S SERIES TRUST

Portfolios		Effective Date of Agreement
Premier Portfolio**		July 1, 2004
Premier Tax-Exempt Portfolio **		July 1, 2004
Premier U.S. Government Money Portfolio		July 1, 2004

The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

Rate*		Net Assets
0.023%		First $1.5 billion
0.013%		Next $1.5 billion
0.003%		Over $3 billion

* Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.

** Notwithstanding the foregoing, Administrator, pursuant to the terms of an investment advisory agreement with AIM Treasurer’s Series Trust (“ATST”), dated November 25, 2003, will not charge Premier Portfolio and Premier Tax-Exempt Portfolio, portfolios of ATST, any fees under this Administrative Services Agreement. However, this commitment may be changed following consultation with the Trustees.”

2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers on the date first written above.

						A I M ADVISORS, INC.
Attest:		/s/    XXXX XXXX				By:		/S/    XXXX X. XXXXXXXXXX
		Assistant Secretary						Xxxx X. Xxxxxxxxxx
								President

(SEAL)

						AIM TREASURER’S SERIES TRUST
Attest:		/s/    XXXX XXXX				By:		/S/    XXXXXX X. XXXXXX
		Assistant Secretary						Xxxxxx X. Xxxxxx
								President

(SEAL)

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