UNDERWRITING AGREEMENT

     This  Agreement  is made this 1st day of June,  2000,  between  each of the
registered   investment   companies  listed  on  Schedule  A,  each  a  Maryland
corporation  (each  individually  referred  to as the  "Company"),  and  INVESCO
DISTRIBUTORS, INC., a Delaware corporation (the "Underwriter").

                                   WITNESSETH:

     WHEREAS,  the Company is  registered  under the  Investment  Company Act of
1940, as amended (the  "Investment  Company Act"),  as a  diversified,  open-end
management  investment  company  and  currently  has one  class of  shares  (the
"Shares") which is divided into series, and which may be divided into additional
series (the "Series"),  each representing an interest in a separate portfolio of
investments,  and it is in the  interest  of the Company to offer the Shares for
sale continuously; and

     WHEREAS,  the  Underwriter  is engaged in the business of selling shares of
investment  companies  either directly to investors or through other  securities
dealers; and

     WHEREAS,  the Company and the  Underwriter  wish to enter into an agreement
with each other with  respect to the  continuous  offering of the Shares of each
Series in order to promote growth of the Company and facilitate the distribution
of the Shares;

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:

         1.    The  Company hereby appoints  the Underwriter  its  agent for the
               distribution  of Shares of each Series in  jurisdictions  wherein
               such Shares legally may be offered for sale;  provided,  however,
               that the Company in its absolute discretion may (a) issue or sell
               Shares of each  Series  directly to  purchasers,  or (b) issue or
               sell Shares of a  particular  Series to the  shareholders  of any
               other  Series  or to the  shareholders  of any  other  investment
               company, for which the Underwriter or any affiliate thereof shall
               act as  exclusive  distributor,  who  wish to  exchange  all or a
               portion of their investment in Shares of such Series or in shares
               of such other  investment  company for the Shares of a particular
               Series.  Notwithstanding any other provisions hereof, the Company

<PAGE>

               may  terminate,  suspend  or  withdraw  the  offering  of  Shares
               whenever, in the Company's sole discretion,  it deems such action
               to be  desirable.  The Company  reserves  the right to reject any
               subscription in whole or in part for any reason.

         2.    The  Underwriter   hereby  agrees  to  serve  as  agent  for  the
               distribution  of the Shares and agrees  that it will use its best
               efforts  with  reasonable  promptness  to sell  such  part of the
               authorized  Shares remaining  unissued as from time to time shall
               be  effectively  registered  under the Securities Act of 1933, as
               amended  (the "1933  Act"),  at such  prices and on such terms as
               hereinafter  set forth,  all  subject to  applicable  federal and
               state  securities laws and  regulations.  Nothing herein shall be
               construed  to prohibit  the  Underwriter  from  engaging in other
               related or unrelated businesses.

         3.    In addition to serving as the Company's agent in the distribution
               of the Shares,  the Underwriter shall also provide to the holders
               of the Shares certain  maintenance,  support or similar  services
               ("Shareholder  Services").  Such services shall include,  without
               limitation, answering routine shareholder inquiries regarding the
               Shares,  assisting  shareholders in considering whether to change
               dividend   options  and  helping  to  effectuate   such  changes,
               arranging for bank wires,  and providing  such other  services as
               the  Company  may  reasonably  request  from time to time.  It is
               expressly  understood  that the  Underwriter  or the  Company may
               enter into one or more agreements with third parties  pursuant to
               which such third  parties may provide  the  Shareholder  Services
               provided for in this paragraph. Nothing herein shall be construed
               to impose upon the  Underwriter any duty or expense in connection
               with the services of any  registrar,  transfer agent or custodian
               appointed by the Company,  the computation of the net asset value
               or offering price of Shares,  the preparation and distribution of
               notices  of  meetings,  proxy  soliciting  material,  annual  and
               periodic reports,  dividends and dividend  notices,  or any other
               responsibility of the Company.

         4.    Except as otherwise  specifically provided for in this Agreement,
               the Underwriter shall sell the Shares directly to purchasers,  or
               through qualified  broker-dealers or others, in such manner,  not
               inconsistent  with the  provisions  hereof and the then effective
               Registration  Statement  of the  Company  under the 1933 Act (the
               "Registration    Statement")   and   related    Prospectus   (the
               "Prospectus") and Statement of Additional  Information ("SAI") of
               the Company as the  Underwriter  may determine from time to time;
               provided that no broker-dealer or other person shall be appointed
               or  authorized  to act as agent of the Company  without the prior
               consent of the directors (the  "Directors")  of the Company.  The
               Underwriter  will  require each  broker-dealer  to conform to the
               provisions hereof and of the Registration  Statement (and related
               Prospectus and SAI) at the time in effect under the 1933 Act with
               respect to the public offering price of the Shares of any Series.

<PAGE>

               The Company will have no  obligation  to pay any  commissions  or
               other remuneration to such broker-dealers.

         5.    The  Shares  of  each  Series  offered  for  sale  or sold by the
               Underwriter  shall be offered or sold at the net asset  value per
               share  determined in accordance with the then current  Prospectus
               and/or SAI relating to the sale of the Shares of the  appropriate
               Series except as departure from such prices shall be permitted by
               the  then  current  Prospectus  and/or  SAI  of the  Company,  in
               accordance   with   applicable   rules  and  regulations  of  the
               Securities  and Exchange  Commission.  The price that the Company
               shall  receive for the Shares of each Series  purchased  from the
               Company  shall be the net asset  value per share of such  Shares,
               determined  in  accordance   with  the   Prospectus   and/or  SAI
               applicable to the sale of the Shares of such Series.

         6.    Except  as  may  be  otherwise  agreed  to by  the  Company,  the
               Underwriter  shall be responsible for issuing and delivering such
               confirmations  of sales made by it pursuant to this  Agreement as
               may be required;  provided,  however, that the Underwriter or the
               Company  may utilize  the  services of other  persons or entities
               believed to be competent to perform such functions.  Shares shall
               be registered on the transfer  books of the Company in such names
               and denominations as the Underwriter may specify.

         7.    The Company  will execute any and all  documents  and furnish any
               and  all  information  which  may  be  reasonably   necessary  in
               connection  with  the   qualification  of  the  Shares  for  sale
               (including the  qualification  of the Company as a  broker-dealer
               where  necessary or advisable) in such states as the  Underwriter
               may  reasonably  request  (it being  understood  that the Company
               shall not be  required  without  its  consent to comply  with any
               requirement  which in the opinion of the Directors of the Company
               is unduly burdensome).  The Underwriter, at its own expense, will
               effect  all  qualifications  of itself as  broker or  dealer,  or
               otherwise, under all applicable state or federal laws required in
               order that the Shares may be sold in such states or jurisdictions
               as the Company may reasonably request.

         8.    The Company  shall  prepare and furnish to the  Underwriter  from
               time to time the most recent form of the Prospectus and/or SAI of
               the  Company  and/or of each Series of the  Company.  The Company
               authorizes the  Underwriter to use the Prospectus  and/or SAI, in
               the forms  furnished  to the  Underwriter  from time to time,  in
               connection  with the sale of the Shares of the Company  and/or of
               each  Series of the  Company.  The  Company  will  furnish to the
               Underwriter  from time to time such  information  with respect to
               the Company,  each Series,  and the Shares as the Underwriter may
               reasonably  request  for use in  connection  with the sale of the
               Shares. The Underwriter agrees that it will not use or distribute
               or  authorize  the  use,   distribution   or   dissemination   by

<PAGE>

               broker-dealers  or  others  in  connection  with  the sale of the
               Shares any  statements,  other than those  contained in a current
               Prospectus and/or SAI of the Company or applicable Series, except
               such  supplemental  literature or  advertising as shall be lawful
               under federal and state securities laws and regulations, and that
               it will  promptly  furnish  the  Company  with copies of all such
               material.

         9.    The Underwriter will not make, or authorize any broker-dealers or
               others to make any short  sales of the  Shares of the  Company or
               otherwise make any sales of the Shares unless such sales are made
               in accordance with a then current  Prospectus and/or SAI relating
               to the sale of the applicable Shares.

         10.   The Underwriter,  as agent of and for the account of the Company,
               may cause the  redemption  or  repurchase  of the  Shares at such
               prices and upon such terms and  conditions  as shall be specified
               in a then current Prospectus and/or SAI. In selling, redeeming or
               repurchasing  the Shares  for the  account  of the  Company,  the
               Underwriter  will in all respects  conform to the requirements of
               all state and federal laws and the Rules of Fair  Practice of the
               National  Association of Securities  Dealers,  Inc.,  relating to
               such  sale,  redemption  or  repurchase,  as the case may be. The
               Underwriter  will observe and be bound by all the  provisions  of
               the Articles of Incorporation or Bylaws of the Company and of any
               provisions in the Registration Statement,  Prospectus and SAI, as
               such may be amended or supplemented  from time to time, notice of
               which shall have been given to the Underwriter, which at the time
               in any way  require,  limit,  restrict or  prohibit or  otherwise
               regulate any action on the part of the Underwriter.

         11.   (a)   The  Company shall indemnify,  defend and hold harmless the
                     Underwriter,  its officers and directors and any person who
                     controls the  Underwriter  within the meaning of Section 15
                     of the 1933  Act,  from  and  against  any and all  claims,
                     demands,  liabilities  and expenses  (including the cost of
                     investigating   or  defending   such  claims,   demands  or
                     liabilities  and any attorney  fees  incurred in connection
                     therewith),   which  the  Underwriter,   its  officers  and
                     directors or any such controlling  person,  may incur under
                     the federal  securities  laws, the common law or otherwise,
                     arising out of or based upon any alleged  untrue  statement
                     of a material fact contained in the Registration  Statement
                     or any related  Prospectus  and/or SAI or arising out of or
                     based upon any alleged  omission  to state a material  fact
                     required  to be stated  therein  or  necessary  to make the
                     statements  therein not misleading,  except insofar as such
                     claims,  demands,  liabilities  or expenses arise out of or
                     are based upon any such  untrue  statement  or  omission or
                     alleged untrue  statement or omission made in reliance upon
                     and in conformity with information  furnished in writing by
                     the Underwriter to the Company for use in the  Registration

<PAGE>

                     Statement or any related Prospectus and/or SAI.

                     Notwithstanding the foregoing, this indemnity agreement, to
                     the  extent  that  it  might   require   indemnity  of  the
                     Underwriter  or any person who is an  officer,  director of
                     controlling  person of the Underwriter,  shall not inure to
                     the  benefit of the  Underwriter  or  officer,  director or
                     controlling  person  thereof  unless a court  of  competent
                     jurisdiction  shall  determine,   or  it  shall  have  been
                     determined by controlling precedent, that such result would
                     not be against  public  policy as  expressed in the federal
                     securities  laws and in no event shall  anything  contained
                     herein  be so  construed  as  to  protect  the  Underwriter
                     against any liability to the Company,  the Directors or the
                     Company's  shareholders  to  which  the  Underwriter  would
                     otherwise be subject by reason of willful misfeasance,  bad
                     faith or gross  negligence in the performance of its duties
                     or by reason of its reckless  disregard of its  obligations
                     and duties under this Agreement.

                     This indemnity agreement is expressly  conditioned upon the
                     Company's  being notified of any action brought against the
                     Underwriter,   its   officers  or  directors  or  any  such
                     controlling  person,  which  notification shall be given by
                     letter  or by  telegram  addressed  to the  Company  at its
                     principal  address  in  Denver,  Colorado  and  sent to the
                     Company by the person  against  whom such action is brought
                     within ten (10) days after the summons or other first legal
                     process  shall have been served upon the  Underwriter,  its
                     officers or directors or any such controlling  person.  The
                     failure to notify the Company of any such action  shall not
                     relieve the Company from any liability which it may have to
                     the person against whom such action is brought by reason of
                     any such alleged  untrue  statement  or omission  otherwise
                     than on account of the  indemnity  agreement  contained  in
                     this paragraph. The Company shall be entitled to assume the
                     defense of any suit brought to enforce such claim,  demand,
                     or  liability,  but in  such  case  the  defense  shall  be
                     conducted by counsel  chosen by the Company and approved by
                     the  Underwriter,  which approval shall not be unreasonably
                     withheld.  If the  Company  elects to assume the defense of
                     any  such  suit  and  retain   counsel   approved   by  the
                     Underwriter, the defendant or defendants in such suit shall
                     bear  the  fees  and  expenses  of any  additional  counsel
                     obtained by any of them.  Should the  Company  elect not to
                     assume  the  defense  of  any  such  suit,  or  should  the
                     Underwriter  not approve of counsel  chosen by the Company,
                     the Company will  reimburse the  Underwriter,  its officers
                     and directors or the controlling person or persons named as
                     defendant or  defendants in such suit,  for the  reasonable
                     fees  and   expenses  of  any   counsel   retained  by  the
                     Underwriter  or them. In addition,  the  Underwriter  shall

<PAGE>

                     have the right to  employ  counsel  to  represent  it,  its
                     officers and directors and any such controlling  person who
                     may be subject  to  liability  arising  out of any claim in
                     respect of which indemnity may be sought by the Underwriter
                     against the Company hereunder if in the reasonable judgment
                     of the Underwriter it is advisable for the Underwriter, its
                     officers  and  directors or such  controlling  person to be
                     represented  by  separate  counsel,   in  which  event  the
                     reasonable fees and expenses of such separate counsel shall
                     be borne by the Company.  This indemnity  agreement and the
                     Company's  representations and warranties in this Agreement
                     shall  remain  operative  and in full  force and effect and
                     shall survive the delivery of any of the Shares as provided
                     in this  Agreement.  This indemnity  agreement  shall inure
                     exclusively  to the  benefit  of the  Underwriter  and  its
                     successors,  the  Underwriter's  officers and directors and
                     their respective  estates and any such  controlling  person
                     and  their  successors  and  estates.   The  Company  shall
                     promptly notify the Underwriter of the  commencement of any
                     litigation or proceeding  against it in connection with the
                     issue and sale of the Shares.

               (b)   The  Underwriter  agrees  to  indemnify,  defend  and  hold
                     harmless  the  Company,  its  Directors  and any person who
                     controls  the  Company  within the meaning of Section 15 of
                     the 1933 Act, from and against any and all claims, demands,
                     liabilities   and   expenses   (including   the   cost   of
                     investigating   or  defending   such  claims,   demands  or
                     liabilities  and any attorney  fees  incurred in connection
                     therewith)  which the  Company,  its  Directors or any such
                     controlling  person may incur under the Federal  securities
                     laws,  the common law or otherwise,  but only to the extent
                     that such liability or expense incurred by the Company, its
                     Directors or such  controlling  person  resulting from such
                     claims or demands  shall  arise out of or be based upon (a)
                     any alleged  untrue  statement of a material fact contained
                     in information  furnished in writing by the  Underwriter to
                     the  Company  specifically  for  use  in  the  Registration
                     Statement  or any  related  Prospectus  and/or SAI or shall
                     arise out of or be based upon any alleged omission to state
                     a  material  fact  in  connection  with  such   information
                     required to be stated in the Registration  Statement or the
                     related  Prospectus  and/or SAI or  necessary  to make such
                     information  not  misleading  and  (b) any  alleged  act or
                     omission on the  Underwriter's  part as the Company's agent
                     that has not been  expressly  authorized  by the Company in
                     writing.

                     Notwithstanding the foregoing, this indemnity agreement, to
                     the extent that it might  require  indemnity of the Company
                     or any Director or controlling person of the Company, shall

<PAGE>

                     not inure to the  benefit  of the  Company or  Director  or
                     controlling  person  thereof  unless a court  of  competent
                     jurisdiction  shall  determine,   or  it  shall  have  been
                     determined by controlling precedent, that such result would
                     not be against  public  policy as  expressed in the federal
                     securities  laws and in no event shall  anything  contained
                     herein be so  construed  as to protect any  Director of the
                     Company  against  any  liability  to  the  Company  or  the
                     Company's   shareholders   to  which  the  Director   would
                     otherwise be subject by reason of willful misfeasance,  bad
                     faith or gross  negligence  or  reckless  disregard  of the
                     duties involved in the conduct of his or her office.

                     This indemnity agreement is expressly  conditioned upon the
                     Underwriter's  being notified of any action brought against
                     the Company,  its Directors or any such controlling person,
                     which  notification  shall be given by letter  or  telegram
                     addressed to the  Underwriter  at its  principal  office in
                     Denver, Colorado, and sent to the Underwriter by the person
                     against  whom such action is brought,  within ten (10) days
                     after the summons or other first legal  process  shall have
                     been served upon the  Company,  its  Directors  or any such
                     controlling  person.  The failure to notify the Underwriter
                     of any such action shall not relieve the  Underwriter  from
                     any liability  which it may have to the person against whom
                     such action is brought by reason of any such alleged untrue
                     statement  or  omission  otherwise  than on  account of the
                     indemnity  agreement  contained  in  this  paragraph.   The
                     Underwriter  shall be entitled to assume the defense of any
                     suit brought to enforce such claim,  demand,  or liability,
                     but in such case the defense  shall be conducted by counsel
                     chosen by the  Underwriter  and  approved  by the  Company,
                     which approval shall not be unreasonably  withheld.  If the
                     Underwriter  elects to assume the  defense of any such suit
                     and retain counsel  approved by the Company,  the defendant
                     or defendants in such suit shall bear the fees and expenses
                     of any additional  counsel obtained by any of them.  Should
                     the Underwriter elect not to assume the defense of any such
                     suit,  or should the Company not approve of counsel  chosen
                     by the  Underwriter,  the  Underwriter  will  reimburse the
                     Company, its Directors or the controlling person or persons
                     named as  defendant  or  defendants  in such suit,  for the
                     reasonable fees and expenses of any counsel retained by the
                     Company or them.  In addition,  the Company  shall have the
                     right to employ  counsel to represent it, its Directors and
                     any such controlling person who may be subject to liability
                     arising out of any claim in respect of which  indemnity may
                     be sought by the Company against the Underwriter  hereunder
                     if  in  the  reasonable  judgment  of  the  Company  it  is
                     advisable   for  the   Company,   its   Directors  or  such
                     controlling  person to be represented by separate  counsel,
                     in which  event the  reasonable  fees and  expenses of such
                     separate  counsel shall be borne by the  Underwriter.  This

<PAGE>

                     indemnity  agreement and the Underwriter's  representations
                     and warranties in this Agreement shall remain operative and
                     in full force and effect and shall  survive the delivery of
                     any of the  Shares  as  provided  in this  Agreement.  This
                     indemnity  agreement shall inure exclusively to the benefit
                     of the Company and its successors,  the Company's Directors
                     and  their  respective  estates  and any  such  controlling
                     person and their  successors and estates.  The  Underwriter
                     shall promptly  notify the Company of the  commencement  of
                     any litigation or proceeding  against it in connection with
                     the issue and sale of the Shares.

         12.   The Company will pay or cause to be paid (a) expenses  (including
               the  fees  and   disbursements   of  its  own   counsel)  of  any
               registration  of the Shares  under the 1933 Act, as amended,  (b)
               expenses incident to the issuance of the Shares, and (c) expenses
               (including  the  fees  and  disbursements  of  its  own  counsel)
               incurred  in  connection  with  the  preparation,   printing  and
               distribution  of the Company's  Prospectuses,  SAIs, and periodic
               and other reports sent to holders of the Shares in their capacity
               as such.  The  Underwriter  shall  prepare and provide  necessary
               copies of all sales literature  subject to the Company's approval
               thereof.

         13.   This Agreement shall become  effective  with respect to a Company
               or  Series  of a  Company  as of the  date  it is  approved  by a
               majority  vote  of the  Directors  of the  Company,  as well as a
               majority vote of the Directors who are not  "interested  persons"
               (as defined in the  Investment  Company Act) of the Company,  and
               shall  continue in effect for an initial  term  expiring  May 30,
               2001, and from year to year thereafter,  but only so long as such
               continuance is specifically approved at least annually (a) (i) by
               a vote of the  Directors  of the  Company  or (ii) by a vote of a
               majority of the outstanding  voting  securities of the Company or
               Series,  as  applicable,  and (b) by a vote of a majority  of the
               Directors  of the Company who are not  "interested  persons,"  as
               defined in the  Investment  Company  Act, of the Company  cast in
               person at a meeting for the purpose of voting on this Agreement.

               Either party  hereto may  terminate  this  Agreement on any date,
               without  the  payment of a penalty,  by giving the other party at
               least  60  days'  prior  written   notice  of  such   termination
               specifying the date fixed therefor. In particular, this Agreement
               may be terminated  with respect to a Company  (and/or one or more
               Series of a Company) at any time, without payment of any penalty,
               by vote of a  majority  of the  members of the  Directors  of the
               Company  or by a vote of a  majority  of the  outstanding  voting
               securities of the Company or Series,  as applicable,  on not more
               than 60 days' written notice to the Underwriter.

               Without prejudice to any other remedies of a Company provided for
               in this  Agreement or otherwise,  the Company may terminate  this

<PAGE>

               Agreement at any time immediately upon the Underwriter's  failure
               to fulfill any of the obligations of the Underwriter hereunder.

         14.   The Underwriter expressly agrees that,  notwithstanding  anything
               to the contrary  herein,  or in any applicable  law, it will look
               solely  to the  assets of a Company  for any  obligations  of the
               Company hereunder and nothing herein shall be construed to create
               any  personal  liability  on  the  part  of any  Director  or any
               shareholder of a Company.

         15.   This Agreement shall automatically  terminate in the event of its
               assignment.  In  interpreting  the provisions of this Section 15,
               the  definition  of  "assignment"  contained  in  the  Investment
               Company Act and interpretations thereunder shall be applied.

         16.   Any notice under this  Agreement  shall be in writing,  addressed
               and delivered or mailed,  postage prepaid,  to the other party at
               such address as such other party may designate for the receipt of
               such notice.

         17.   No provision of this Agreement may be changed, waived, discharged
               or terminated orally, but only by an instrument in writing signed
               by the Company and the Underwriter  and, if applicable,  approved
               in the manner required by the Investment Company Act.

         18.   Each provision of this Agreement is intended to be severable.  If
               any  provision  of this  Agreement  shall be held illegal or made
               invalid by a court  decision,  statute,  rule or otherwise,  such
               illegality  or  invalidity  shall  not  affect  the  validity  or
               enforceability of the remainder of this Agreement.

         19.   This  Agreement and the  application  and  interpretation  hereof
               shall  be  governed  exclusively  by the  laws  of the  State  of
               Colorado.

<PAGE>

     IN WITNESS  WHEREOF,  the Company and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer  thereunto duly  authorized
and the  Underwriter  has caused its corporate  seal to be affixed as of the day
and year first above written.

                              COMPANY (Listed in Schedule A)

                              By: /s/ Mark H. Williamson
                                  ----------------------
                                  Mark H. Williamson
                                  President

   ATTEST:

   /s/ Glen A. Payne
   -----------------
   Glen A. Payne
   Secretary

                              UNDERWRITER

                              By: /s/ Ronald L. Grooms
                                  --------------------
                                  Ronald L. Grooms
                                  Senior Vice President

   ATTEST:

   /s/ Glen A. Payne
   -----------------
   Glen A. Payne
   Secretary

<PAGE>
<TABLE>
<CAPTION>

                             DISTRIBUTION AGREEMENT
                                   SCHEDULE A

REGISTERED INVESTMENT COMPANY                            FUNDS                                 EFFECTIVE DATE
---------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>

INVESCO Counselor Series Funds, Inc.(1),(2)
                                                         Advantage Fund                        August 23, 2000
                                                         Advantage Global Health
                                                            Sciences Fund(5)                   May 15, 2001

INVESCO Bond Funds, Inc.                                 High Yield Fund                       June 1, 2000
                                                         Select Income Fund
                                                         Tax-Free Bond Fund
                                                         U.S. Government Securities Fund

INVESCO Combination Stock & Bond                         Balanced Fund                         June 1, 2000
Funds, Inc.                                              Core Equity Fund(9)
                                                         Total Return Fund

INVESCO Global &International Funds, Inc.(3),(13)        European Fund                         June 1, 2000
                                                         International Blue Chip Value Fund    June 1, 2000
                                                         Global Growth Fund(4),(14)            November 29, 2000

INVESCO Manager Series Funds, Inc.(12)                   Multi-Sector Fund                     August 30, 2002

INVESCO Money Market Funds, Inc.                         Cash Reserves Fund                    June 1, 2000
                                                         Tax-Free Money Fund
                                                         U.S. Government Money Fund

INVESCO Sector Funds, Inc.                               Energy Fund                           June 1, 2000
                                                         Financial Services Fund
                                                         Gold & Precious Metals Fund(11)
                                                         Health Sciences Fund
                                                         Leisure Fund
                                                         Real Estate Opportunity Fund
                                                         Technology Fund
                                                         Telecommunications Fund
                                                         Utilities Fund

INVESCO Stock Funds, Inc.                                Basic Value Fund(11)                  July 31, 2002
                                                         Dynamics Fund                         June 1, 2000
                                                         Endeavor Fund                         June 1, 2000
                                                         Growth Fund(8)                        June 1, 2000
                                                         Growth & Income Fund                  June 1, 2000
                                                         Mid-Cap Growth Fund (6),(15)          September 28, 2001
                                                         Small Company Growth Fund             June 1, 2000
                                                         S&P 500 Index Fund                    June 1, 2000
                                                         Value Equity Fund                     June 1, 2000

INVESCO Treasurer's Series Funds, Inc.                   Treasurer's Money Market
                                                               Reserve Fund                    June 1, 2000
                                                         Treasurer's Tax-Exempt
                                                               Reserve Fund

<PAGE>

                                   SCHEDULE A

                                   (CONTINUED)

REGISTERED INVESTMENT COMPANY             FUNDS                                 EFFECTIVE DATE
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INVESCO VARIABLE INVESTMENT FUNDS, INC.(7)                                      June 1, 2000
                                          VIF-Core Equity Fund(10)
                                          VIF-Dynamics Fund
                                          VIF-Financial Services Fund
                                          VIF-Growth Fund(8)
                                          VIF-Health Sciences Fund
                                          VIF-High Yield Fund
                                          VIF-Leisure Fund(8)
                                          VIF-Real Estate Opportunity Fund
                                          VIF-Small Company Growth Fund
                                          VIF-Technology Fund
                                          VIF-Telecommunications Fund
                                          VIF-Total Return Fund
                                          VIF-Utilities Fund

(1)  Amended August 23, 2000.
(2)  Amended November 8, 2000 -- On November 8, 2000 the name of the INVESCO
     Advantage Series Funds, Inc. was changed to INVESCO Counselor Series Funds,
     Inc.
(3)  Amended to reflect the liquidation and termination of Latin American Growth
     and Pacific Basin Funds on November 28, 2000.
(4)  Amended on November 29, 2000.
(5)  Amended on May 15, 2001.
(6)  Amended on September 28, 2001.
(7)  Amended to reflect the liquidation and termination of VIF-Market Neutral
     Fund on October 5, 2001.
(8)  Amended on October 19, 2001.
     Also, on October 19, 2001 the names of the Blue Chip Growth Fund and the
     VIF - Blue Chip Growth Fund were changed to Growth Fund and VIF - Growth
     Fund, respectively.
(9)  On March 29, 2002 the name of Equity Income Fund was changed to Core Equity
     Fund.
(10) On April 30, 2002 the name of VIF-Equity Income Fund was changed to VIF-
     Core Equity Fund.
(11) Amended on July 31, 2002. Also, on July 31, 2002, the name of the Gold
     Fund was changed to Gold & Precious Metals Fund.
(12) Amended on August 30, 2002.
(13) On October 21, 2002, the name of INVESCO International Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.
(14) Amended on November 1, 2002 to convert Global Growth Fund from a series of
     INVESCO Counselor Series Funds, Inc. to a series of INVESCO International
     Funds, Inc.
(15) Amended on November 30, 2002, to convert Mid-Cap Growth from a series of
     INVESCO Counselor Series Funds, Inc. to a series of INVESCO Stock Funds,
     Inc.
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