0001193125-04-206554 Sample Contracts

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the renaming of each INVESCO Fund by replacing “INVESCO” with “AIM” and further to change the name of INVESCO Core Equity Fund to AIM Core Stock Fund, INVESCO Mid-Cap Growth Fund to AIM Mid Cap Stock Fund and INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio.

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AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to remove INVESCO Stable Value Fund.

TRANSFER AGENCY AND SERVICE AGREEMENT between AIM TREASURER’S SERIES TRUST and AIM INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • December 2nd, 2004 • Aim Treasurers Series Trust • Texas

AGREEMENT made as of the 1st day of July, 2004, by and between AIM Treasurer’s Series Trust, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046, (the “Fund”), on behalf of INVESCO Stable Value Fund and INVESCO U.S. Government Money Fund, and AIM Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

AIM TREASURER’S SERIES TRUST MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

THIS AGREEMENT is made this 25th day of November, 2003, by and between AIM Treasurer’s Series Trust, a Delaware statutory trust (the “Trust”) with respect to its series of shares shown on the Appendix A attached hereto, as the same may be amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the “Advisor”).

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the name change of the AIM Basic Value II Fund to the AIM Select Basic Value Fund.

CUSTODY AGREEMENT
Custody Agreement • December 2nd, 2004 • Aim Treasurers Series Trust • New York

Agreement made as of this 8th day of December, 2003, between AIM TREASURER’S SERIES TRUST, a statutory trust organized and existing under the laws of Delaware, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (hereinafter called the “Fund”), and THE BANK OF NEW YORK, a New York corporation authorized to do a banking business, having its principal office and place of business at 100 Church Street, New York, New York 10286 (hereinafter called the “Custodian”)

AMENDMENT NO. 1 TO UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment dated as of October 15, 2004 (the “Amendment”), amends the Underwriting Agreement (the “Agreement”), dated November 25, 2003, 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.

AMENDMENT NO. 1 TO AGREEMENT AND DECLARATION OF TRUST OF AIM TREASURER’S SERIES TRUST
Agreement and Declaration of Trust • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment No. 1 to the Agreement and Declaration of Trust of AIM Treasurer’s Series Trust (this “Amendment”) amends, effective as of December 10, 2003, the Agreement and Declaration of Trust of AIM Treasurer’s Series Trust (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST OF AIM TREASURER’S SERIES TRUST
Agreement and Declaration of Trust • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment No. 2 to the Agreement and Declaration of Trust of AIM Treasurer’s Series Trust (this “Amendment”) amends, effective as of September 14, 2004, the Agreement and Declaration of Trust of AIM Treasurer’s Series Trust (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

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.

AMENDMENT NO. 2 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment dated as of September 14, 2004, 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.

AMENDMENT NUMBER 2 TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment, dated as of October 15, 2004 (the “Amendment”), amends the Transfer Agency and Service Agreement, as amended (the “Agreement”), dated July 1, 2004, as amended (the “Agreement”), between AIM Treasurer’s Series Trust (the “Fund”), on behalf of INVESCO U.S. Government Money Fund and AIM Investment Services, Inc. (“AIS”) pursuant to Article 11 of the Agreement.

TRANSFER AGENCY AND SERVICE AGREEMENT between AIM TREASURER’S SERIES TRUST and AIM INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • December 2nd, 2004 • Aim Treasurers Series Trust • Texas

AGREEMENT made as of the 1st day of July 2004, by and between AIM Treasurer’s Series Trust, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Fund”), on behalf of INVESCO Treasurer’s Money Market Reserve Fund and INVESCO Treasurer’s Tax-Exempt Reserve Fund, and AIM Investment Services, Inc., a Delaware corporation having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046, (the “Transfer Agent”).

AMENDMENT NO. 3 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment dated as of October 15, 2004, 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.

AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment dated as of July 1, 2004, 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.

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment, dated as of September 14, 2004 (the “Amendment”), amends the Amended and Restated Master Administrated Services Agreement (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.

AMENDMENT NO. 3 TO AGREEMENT AND DECLARATION OF TRUST OF AIM TREASURER’S SERIES TRUST
Agreement and Declaration of Trust • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment No. 3 to the Agreement and Declaration of Trust of AIM Treasurer’s Series Trust (this “Amendment”) amends, effective as of October 15, 2004, the Agreement and Declaration of Trust of AIM Treasurer’s Series Trust (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

AMENDMENT NUMBER 1 TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment, dated as of September 14, 2004 (the “Amendment”), amends the Transfer Agency and Service Agreement dated July 1, 2004, as amended (the “Agreement”), between AIM Treasurer’s Series Trust (the “Fund”), on behalf of the INVESCO Stable Value Fund and the INVESCO U.S. Government Money Fund and AIM Investment Services, Inc. (“AIS”) pursuant to Article 11 of the Agreement.

AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment dated as of October 15, 2004, 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.

AMENDMENT NUMBER 1 TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 2nd, 2004 • Aim Treasurers Series Trust

This Amendment, dated as of October 15, 2004 (the “Amendment”), amends the Transfer Agency and Service Agreement dated July 1, 2004, (the “Agreement”), between AIM Treasurer’s Series Trust (the “Fund”), on behalf of the INVESCO Treasurer’s Money Market Reserve Fund and INVESCO Treasurer’s Tax-Exempt Reserve Fund and AIM Investment Services, Inc. (“AIS”) pursuant to Article 11 of the Agreement.

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • December 2nd, 2004 • Aim Treasurers Series Trust • Texas

This AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of July, 2004 by and between A I M ADVISORS, INC., a Delaware corporation (the “Administrator”) and AIM TREASURER’S SERIES TRUST, a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

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