AMENDMENT NO. 2

                                 AMENDMENT NO. 2

                                       TO

                      MASTER INVESTMENT ADVISORY AGREEMENT

      This Amendment dated as of February 25, 2005, amends the Master Investment
Advisory Agreement (the "Agreement"), dated November 25, 2003, between AIM
Treasurer's Series Trust, a Delaware statutory trust, and A I M Advisors, Inc.,
a Delaware corporation.

                                   WITNESSETH:

      WHEREAS, the parties desire to amend the Agreement to add Premier U.S.
Government Money Portfolio;

      NOW, THEREFORE, the parties agree as follows;

      1.    Appendix A and Appendix B to the Agreement are hereby deleted in
            their entirety and replaced with the following:

                                   "APPENDIX A
                            FUNDS AND EFFECTIVE DATES



NAME OF FUND                                EFFECTIVE DATE OF ADVISORY AGREEMENT
------------                                ------------------------------------
                                         
Premier Portfolio                                      November 25, 2003

Premier Tax-Exempt Portfolio                           November 25, 2003

Premier U.S. Government Money Portfolio                February 25, 0000




                                   XXXXXXXX X
                           COMPENSATION TO THE ADVISOR

      The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.

                                PREMIER PORTFOLIO
                          PREMIER TAX-EXEMPT PORTFOLIO
                     PREMIER U.S. GOVERNMENT MONEY PORTFOLIO



NET ASSETS                                                  ANNUAL RATE
                                                         
All Assets..............................................       0.25%"


      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 Agreement to be executed
by their respective officers on the date first written above.

                                                 AIM TREASURER'S SERIES TRUST
                                                 (a Delaware statutory trust)

Attest: /s/ Xxxx X. Xxxxxx                       By: /s/ Xxxxxx X. Xxxxxx
        ---------------------------                  --------------------------
           Assistant Secretary                          Xxxxxx X. Xxxxxx
                                                        President

(SEAL)

                                                 A I M ADVISORS, INC.

Attest: /s/ Xxxx X. Xxxxxx                       By: /s/ Xxxx X. Xxxxxxxxxx
        ---------------------------                  --------------------------
           Assistant Secretary                          Xxxx X. Xxxxxxxxxx
                                                        President

(SEAL)

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