MASTER DISTRIBUTION PLAN AND AGREEMENT
                                (CLASS C SHARES)

     THIS  AGREEMENT  made as of the 1st day of June,  2000, by and between each
registered  investment  company  referenced  in  Schedule  A,  each  a  Maryland
Corporation (each  individually  referred to as "Company"),  with respect to the
Class C shares  ("Class C Shares") of the common stock of the Company  allocated
to each series set forth on Schedule A to this Agreement as amended from time to
time (the "Funds") (each series referred to herein  individually as a "Fund," or
collectively,   the  "Funds"),  and  INVESCO  DISTRIBUTORS,   INC.,  a  Delaware
corporation (the "Distributor").

     WHEREAS,  the  Company  engages  in  business  as  an  open-end  management
investment  company,  and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and

      WHEREAS,  the Company  desires to finance the  distribution of the Class C
Shares of common  stock of each  Fund,  together  with the Class C Shares of any
additional Fund that may hereafter be offered to the public,  in accordance with
this Master  Distribution  Plan and Agreement of  Distribution  pursuant to Rule
12b-1 under the Act (the "Plan and Agreement"); and

      WHEREAS,  Distributor  desires  to be  retained  to  perform  services  in
accordance with such Plan and Agreement and on said terms and conditions; and

      WHEREAS,  this Plan and Agreement has been approved by a vote of the board
of directors of the Company,  including a majority of the  directors who are not
interested persons of the Company, as defined in the Act, and who have no direct
or indirect  financial interest in the operation of this Plan and Agreement (the
"Independent Directors"),  cast in person at a meeting called for the purpose of
voting on this Plan and Agreement;

     NOW, THEREFORE, the Company hereby adopts the Plan set forth herein and the
Company and Distributor hereby enter into this Agreement pursuant to the Plan in
accordance  with the  requirements  of Rule 12b-1 under the Act, and provide and
agree as follows:

      FIRST:  The Plan is defined as those  provisions of this document by which
the Company  adopts a Plan  pursuant to Rule 12b-1 under the Act and  authorizes
payments as described  herein.  The Agreement is defined as those  provisions of
this document by which the Company retains  Distributor to provide  distribution

<PAGE>

services  beyond  those  required  by the  Underwriting  Agreement  between  the
parties,   as  are   described   herein.   The   Company  may  retain  the  Plan
notwithstanding  termination  of the  Agreement.  Termination  of the Plan  will
automatically  terminate  the  Agreement.  Each Company is hereby  authorized to
utilize certain of its assets to finance  certain  activities in connection with
distribution of the Company's Class C Shares.

      SECOND:  The Company on behalf of the Class C Shares  hereby  appoints the
Distributor  as its  exclusive  agent  for the sale of the Class C Shares to the
public directly and through investment dealers and financial institutions in the
United  States  and  throughout  the world in  accordance  with the terms of the
current prospectuses applicable to the Class C Shares of the Funds.

      THIRD: The Class C shares of each Fund may incur expenses per annum of the
average daily net assets of the Fund  attributable  to the Class C Shares at the
rates set forth in Schedule B subject to any  limitations  imposed  from time to
time by applicable rules of the National Association of Securities Dealers, Inc.

      FOURTH:  The Company shall not sell any Class C Shares except  through the
Distributor  and under the terms and conditions set forth in the FIFTH paragraph
below. Notwithstanding the provisions of the foregoing sentence, however:

      (A)   the Company may issue Class C Shares to any other investment company
            or personal holding  company,  or to the  shareholders  thereof,  in
            exchange  for all or a majority  of the shares or assets of any such
            company; and

      (B)   the  Company  may issue  Class C Shares at their net asset  value in
            connection  with  certain  classes  of  transactions  or to  certain
            categories of persons,  in accordance with Rule 22d-1 under the Act,
            provided  that any such  category is  specified  in the then current
            prospectus of the applicable Class C Shares.

      FIFTH: The Distributor  hereby accepts  appointment as exclusive agent for
the sale of the Class C Shares and agrees  that it will use its best  efforts to
sell such shares; provided, however, that:

      (A)   the Distributor  may, and when requested by the Company on behalf of
            the Class C Shares  shall,  suspend its efforts to  effectuate  such
            sales at any time when, in the opinion of the  Distributor or of the
            Company, no sales should be made because of market or other economic
            considerations or abnormal circumstances of any kind; and

      (B)   the Company may  withdraw  the offering of the Class C Shares at any
            time  without  the  consent  of  the  Distributor.  It  is  mutually
            understood  and agreed that the  Distributor  does not  undertake to
            sell any specific  amount of the Class C Shares.  The Company  shall
            have the right to specify minimum amounts for initial and subsequent
            orders for the purchase of Class C Shares.

      (C)   to the extent that  obligations  incurred by Distributor  out of its
            own resources to finance any activity  primarily  intended to result
            in the sale of Class C Shares of a Fund,  pursuant  to this Plan and
            Agreement or otherwise, may be deemed to constitute the indirect use

<PAGE>

            of Class C Shares Fund assets,  such  indirect use of Class C Shares
            Fund assets is hereby authorized in addition to, and not in lieu of,
            any other payments authorized under this Plan and Agreement.

      (D)   Distributor  shall provide to the  Company's  Board of Directors and
            the Board of Directors shall review,  at least quarterly,  a written
            report of the amounts  expended  pursuant to the Plan and  Agreement
            and the purposes for which such expenditures were made.

      SIXTH:

      (A)   The  public offering  price of the Class C  shares  shall be the net
            asset value per share of the  applicable  Class C shares.  Net asset
            value  per  share  shall  be  determined  in  accordance   with  the
            provisions  of  the  then  current   prospectus   and  statement  of
            additional  information of the applicable  Fund. The Company's Board
            of  Directors  may  establish  a  schedule  of  redemption  fees  or
            contingent  deferred  sales  charges  to be  imposed  at the time of
            redemption  of the  Class C  Shares,  and  such  schedule  shall  be
            disclosed  in the current  prospectus  or  statement  of  additional
            information of each Fund. Such schedule of contingent deferred sales
            charges  may  reflect  variations  in or waivers of such  charges on
            redemptions of Class C shares,  either generally to the public or to
            any specified  class of  shareholders  and/or in connection with any
            specified class of transactions, in accordance with applicable rules
            and regulations  and exemptive  relief granted by the Securities and
            Exchange  Commission,  and  as  set  forth  in  the  Funds'  current
            prospectus(es)  or  statement(s)  of  additional  information.   The
            Distributor   and  the  Company  shall  apply  any  then  applicable
            scheduled  variation  in or  waiver  of  contingent  deferred  sales
            charges  uniformly  to  all  shareholders  and/or  all  transactions
            belonging to a specified class.

      (B)   The  Distributor  may pay to investment  dealers and other financial
            institutions  through  whom  Class C  Shares  are  sold  such  sales
            commission as the Distributor may specify from time to time. Payment
            of any such sales  commissions  shall be the sole  obligation of the
            Distributor.

      (C)   Amounts set forth in Schedule B may be used to finance any  activity
            which is  primarily  intended  to  result in the sale of the Class C
            Shares,  including,  but not limited to,  expenses of organizing and
            conducting  sales  seminars,  advertising  programs,  finders  fees,
            printing of  prospectuses  and statements of additional  information
            (and  supplements  thereto)  and  reports  for other  than  existing
            shareholders,  preparation and distribution of advertising  material
            and sales  literature,  supplemental  payments  to dealers and other
            institutions  as asset-based  sales charges and providing such other
            services and  activities  as may from time to time be agreed upon by
            the Company. Such reports, prospectuses and statements of additional
            information (and supplements thereto), sales literature, advertising
            and other services and activities may be prepared  and/or  conducted
            either by Distributor's own staff, the staff of affiliated companies
            of the Distributor, or third parties.

<PAGE>

      (D)   Amounts set forth in Schedule B may also be used to finance payments
            of  service  fees  under a  shareholder  service  arrangement  to be
            established by Distributor in accordance  with Section E below,  and
            the costs of  administering  the Plan and  Agreement.  To the extent
            that amounts paid hereunder are not used  specifically to compensate
            Distributor  for any such  expense,  such  amounts may be treated as
            compensation for Distributor's  distribution-related  services.  All
            amounts expended pursuant to the Plan and Agreement shall be paid to
            Distributor  and are the legal  obligation of the Company and not of
            Distributor.  That  portion of the  amounts  paid under the Plan and
            Agreement  that is not paid or advanced by Distributor to dealers or
            other  institutions  that provide  personal  continuing  shareholder
            service as a service fee pursuant to Section E below shall be deemed
            an asset-based sales charge. No provision of this Plan and Agreement
            shall be  interpreted to prohibit any payments by the Company during
            periods when the Company has suspended or otherwise limited sales.

      (E)   Amounts expended by the Company under the Plan shall be used in part
            for  the  implementation  by  Distributor  of  shareholder   service
            arrangements.  The maximum service fee paid to any service  provider
            shall be  twenty-five  one-hundredths  of one percent  (0.25%),  per
            annum of the average  daily net assets of the Fund  attributable  to
            the Class C Shares owned by the customers of such service  provider,
            or such lower rate for the Fund as is specified on Schedule B.

            (1)   Pursuant  to  this   program,   Distributor   may  enter  into
                  agreements  ("Service  Agreements")  with such  broker-dealers
                  ("Dealers")   as  may  be  selected   from  time  to  time  by
                  Distributor for the provision of distribution-related personal
                  shareholder  services in connection with the sale of Class C
                  Shares to the Dealers' clients and customers  ("Customers")
                  who may from time to time directly or beneficially own Shares.
                  The   distribution-related   personal  continuing  shareholder
                  services  to  be   rendered  by  Dealers   under  the  Service
                  Agreements  may  include,  but shall not be  limited  to,  the
                  following : (i) distributing sales literature;  (ii) answering
                  routine Customer inquiries  concerning the Company,  the Fund,
                  and the Class C Shares; (iii) assisting Customers in changing
                  dividend options,  account designations and addresses, and in
                  enrolling into any of several  retirement  plans  offered in
                  connection with  the   purchase  of  Class C Shares;   (iv)
                  assisting in the establishment  and  maintenance  of  customer
                  accounts  and records, and in the processing  of purchase  and
                  redemption transactions; (v) investing  dividends and  capital
                  gains distributions automatically in Class C Shares; and (vi)
                  providing such other  information and services as the Company
                  or the Customer may reasonably request.

            (2)   Distributor  may also  enter  into  agreements  ("Third  Party
                  Agreements")   with  selected   banks,   financial   planners,
                  retirement plan service  providers and other appropriate third
                  parties  acting in an  agency  capacity  for  their  customers
                  ("Third Parties").  Third Parties acting in such capacity will

<PAGE>

                  provide  some  or all of the  shareholder  services  to  their
                  customers as set forth in the Third Party Agreements from time
                  to time.

            (3)   Distributor   may  also  enter  into  variable  group  annuity
                  contractholder    service   agreements   ("Variable   Contract
                  Agreements")  with selected  insurance  companies  ("Insurance
                  Companies")  offering  variable annuity contracts to employers
                  as funding  vehicles  for  retirement  plans  qualified  under
                  Section  401(a) of the Internal  Revenue  Code,  where amounts
                  contributed  under such plans are  invested  pursuant  to such
                  variable  annuity  contracts in Class C Shares of the Company.
                  The Insurance Companies receiving payments under such Variable
                  Contract  Agreements  will  provide  specialized  services  to
                  contractholders  and plan  participants,  as set  forth in the
                  Variable Contract Agreements from time to time.

            (4)   Distributor may also enter into shareholder service agreements
                  ("Bank Trust Department  Agreements and Brokers for Bank Trust
                  Department  Agreements")  with selected bank trust departments
                  and  brokers  for bank  trust  departments.  Such  bank  trust
                  departments  and  brokers  for  bank  trust  departments  will
                  provide  some  or all of the  shareholder  services  to  their
                  customers as set forth in the Bank Trust Department Agreements
                  and Brokers for Bank Trust Department Agreements.

      (F)   No provision of this Plan and Agreement  shall be deemed to prohibit
            any  payments  by a Fund  to  the  Distributor  or by a Fund  or the
            Distributor to investment dealers, financial institutions and 401(k)
            plan service  providers  where such payments are made under the Plan
            and Agreement.

      (G)   The  Company  shall  redeem  Class  C  Shares  from  shareholders in
            accordance with the terms set forth from time to time in the current
            prospectus and statement of additional information of each Fund. The
            price to be paid to a shareholder  to redeem Class C Shares shall be
            equal to the net asset value of the Class C Shares  being  redeemed,
            less any  applicable  redemption  fee or contingent  deferred  sales
            charge.  The Distributor  shall be entitled to receive the amount of
            any  applicable  contingent  deferred  sales  charge  that  has been
            subtracted from gross redemption proceeds.  The Company shall pay or
            cause the Company's transfer agent to pay the applicable  contingent
            deferred sales charge to the  Distributor on the date net redemption
            proceeds are payable to the redeeming shareholder.

      SEVENTH:  The  Distributor  shall act as agent of the Company on behalf of
each Fund in connection  with the sale and repurchase of Class C Shares.  Except
with  respect  to such  sales  and  repurchases,  the  Distributor  shall act as
principal in all matters relating to the promotion or the sale of Class C Shares
and shall enter into all of its own  engagements,  agreements  and  contracts as
principal on its own account.  The Distributor  shall enter into agreements with
investment  dealers and  financial  institutions  selected  by the  Distributor,
authorizing such investment dealers and financial institutions to offer and sell
Class C Shares to the public upon the terms and  conditions  set forth  therein,
which shall not be  inconsistent  with the  provisions of this  Agreement.  Each

<PAGE>

agreement  shall provide that the  investment  dealer and financial  institution
shall act as a principal,  and not as an agent,  of the Company on behalf of the
Funds.   The  Distributor  or  such  other   investment   dealers  or  financial
institutions  will be deemed  to have  performed  all  services  required  to be
performed  in order to be  entitled  to receive  the  asset-based  sales  charge
portion of any amounts payable with respect to Class C Shares to the Distributor
upon the  settlement of each sale of a Class C Share (or a share of another fund
from which the Class C Share derives).

      EIGHTH:  The Funds shall bear:

      (A)   the  expenses  of  qualification  of  Class  C  Shares  for  sale in
            connection  with such  public  offerings  in such states as shall be
            selected by the  Distributor,  and of continuing  the  qualification
            therein until the Distributor  notifies the Company that it does not
            wish such qualification continued; and

      (B)   all legal expenses in connection with the foregoing.

      NINTH:

      (A)   The  Distributor  shall bear the expenses of printing from the final
            proof and  distributing  the Funds'  prospectuses  and statements of
            additional  information  (including supplements thereto) relating to
            public offerings made by the Distributor  pursuant to this Agreement
            (which  shall not  include  those  prospectuses  and  statements  of
            additional  information,  and supplements thereto, to be distributed
            to existing shareholders of each Fund), and any other promotional or
            sales  literature  used  by  the  Distributor  or  furnished  by the
            Distributor to dealers in connection with such public offerings, and
            expenses of advertising in connection with such public offerings.

      (B)   The  Distributor  may be  compensated  for all or a portion  of such
            expenses,    or   may   receive    reasonable    compensation    for
            distribution-related  services,  to the extent permitted by the Plan
            and Agreement.

      TENTH:  The  Distributor  will accept  orders for the  purchase of Class C
Shares only to the extent of purchase orders actually received and not in excess
of such  orders,  and it will not avail  itself of any  opportunity  of making a
profit by expediting or withholding orders. It is mutually understood and agreed
that the  Company  may reject  purchase  orders  where,  in the  judgment of the
Company, such rejection is in the best interest of the Company.

      ELEVENTH:  The Company,  on behalf of the Funds, and the Distributor shall
each comply with all  applicable  provisions of the Act, the  Securities  Act of
1933, rules and regulations of the National  Association of Securities  Dealers,
Inc.  and its  affiliates,  and of all other  federal and state laws,  rules and
regulations governing the issuance and sale of Class C Shares.

<PAGE>

      TWELFTH:

      (A)   In the absence of willful  misfeasance, bad faith, gross  negligence
            or reckless disregard of obligations or duties hereunder on the part
            of the  Distributor,  the  Company on behalf of the Funds  agrees to
            indemnify  the  Distributor  against  any and all  claims,  demands,
            liabilities  and expenses which the  Distributor may incur under the
            Securities  Act of 1933, or common law or otherwise,  arising out of
            or based  upon any  alleged  untrue  statement  of a  material  fact
            contained in any registration  statement or prospectus of the Funds,
            or any omission to state a material  fact  therein,  the omission of
            which makes any statement contained therein misleading,  unless such
            statement or omission was made in reliance  upon,  and in conformity
            with,  information  furnished  to the Company or Fund in  connection
            therewith by or on behalf of the Distributor. The Distributor agrees
            to indemnify  the Company and the Funds  against any and all claims,
            demands, liabilities and expenses which the Company or the Funds may
            incur  arising  out  of or  based  upon  any  act  or  deed  of  the
            Distributor  or  its  sales   representatives  which  has  not  been
            authorized by the Company or the Funds in its  prospectus or in this
            Agreement.

      (B)   The  Distributor  agrees  to indemnify  the  Company  and  the Funds
            against any and all claims, demands,  liabilities and expenses which
            the Company or the Funds may incur under the Securities Act of 1933,
            or common law or otherwise, arising out of or based upon any alleged
            untrue  statement of a material fact  contained in any  registration
            statement  or  prospectus  of the Funds,  or any omission to state a
            material  fact  therein if such  statement  or omission  was made in
            reliance upon, and in conformity with,  information furnished to the
            Company or the Funds in connection  therewith by or on behalf of the
            Distributor.

      (C)   Notwithstanding   any  other  provision  of  this   Agreement,   the
            Distributor  shall  not be  liable  for  any  errors  of the  Funds'
            transfer  agent,  or for any failure of any such  transfer  agent to
            perform its duties.

      THIRTEENTH:  Nothing  herein contained shall  require  the Company to take
any action contrary to any provision of its Articles of Incorporation, or to any
applicable statute or regulation.

      FOURTEENTH: This Plan and Agreement shall become effective with respect to
a Company  and/or any one or more Funds  thereof  as of the date  hereof,  shall
continue in force and effect until May 30, 2001, and shall continue in force and
effect  from  year  to  year  thereafter,  provided  that  such  continuance  is
specifically approved at least annually (a) (i) by the Board of Directors of the
Company or (ii) by the vote of a  majority  of the  Company's  and/or any one or
more of its Fund's,  as  applicable,  outstanding  voting  securities of Class C
Shares (as defined in Section  2(a)(42)  of the 1940 Act),  and (b) by vote of a
majority  of the  Company's  Independent  Directors  cast in person at a meeting
called for such purpose.

      Any amendment to this Plan and Agreement that requires the approval of the
shareholders  of Class C Shares  pursuant to Rule 12b-1 under the 1940 Act shall
become  effective as to such Class C Shares upon the approval of such  amendment

<PAGE>

by a "majority of the  outstanding  voting  securities"  (as defined in the 1940
Act) of such Class C Shares, PROVIDED that the Board of Directors of the Company
has approved such amendment.

      FIFTEENTH: This  Plan  and  Agreement,  any  amendment  to this  Plan  and
Agreement and any  agreements  related to this Plan and  Agreement  shall become
effective  immediately  upon  the  receipt  by  the  Company  of  both  (a)  the
affirmative vote of a majority of the Board of Directors of the Company, and (b)
the affirmative vote of a majority of the Independent Directors,  cast in person
at a meeting called for the purpose of voting on this Plan and Agreement or such
agreements.  Notwithstanding the foregoing,  no such amendment that requires the
approval of the shareholders of Class C Shares of a Company or Fund shall become
effective as to such Class C Shares until such  amendment  has been  approved by
the shareholders of such Class C Shares in accordance with the provisions of the
Fourteenth paragraph of this Plan and Agreement.

      This Plan and  Agreement  may not be amended to  increase  materially  the
amount of  distribution  expenses  provided for in Schedule B hereof unless such
amendment is approved in the manner provided herein,  and no material  amendment
to the Plan and Agreement  shall be made unless  approved in the manner provided
for in the Fourteenth paragraph hereof.

      So long as the Plan and Agreement  remains in effect,  the  selection  and
nomination of persons to serve as Independent  Directors of the Company shall be
committed to the discretion of the Independent  Directors of the Company then in
office.  However,  nothing  contained herein shall prevent the  participation of
other  persons in the selection and  nomination  process,  provided that a final
decision on any such  selection or nomination is within the  discretion  of, and
approved  by, a majority of the  directors of the Company then in office who are
not "interested persons" of the Company.

      SIXTEENTH:

      (A)   This Plan and  Agreement  may be terminated at any time with respect
            to a Company  and/or any Fund  thereof,  without  the payment of any
            penalty, by vote of a majority of the  Independent Directors of the
            Company or by vote of a majority of the outstanding voting
            securities of Class C Shares of the Company or Fund, as  applicable,
            or by the  Distributor,  on sixty (60) days' written notice to the
            other party.

      (B)   In  the  event  that  neither   Distributor  nor  any  affiliate  of
            Distributor serves the Company as investment adviser,  the agreement
            with Distributor pursuant to this Plan shall terminate at such time.
            The board of directors may determine to approve a continuance of the
            Plan and/or a continuance of the Agreement, hereunder.

      (C)   To the  extent  that this Plan and  Agreement constitutes  a Plan of
            Distribution  adopted  pursuant to Rule 12b-1 under the Act it shall
            remain in effect as such,  so as to authorize the use by the Class C
            Shares  of  each  Fund  of its  assets  in the  amounts  and for the
            purposes set forth  herein,  notwithstanding  the  occurrence  of an
            "assignment," as defined by the Act and the rules thereunder. To the

<PAGE>

            extent it constitutes an agreement  with  Distributor  pursuant to a
            plan,  it  shall  terminate  automatically  in  the  event  of  such
            "assignment."  Upon a termination of the agreement with Distributor,
            a Fund may continue to make payments  pursuant to the Plan only upon
            the approval of a new agreement under this Plan and Agreement, which
            may or may  not be  with  Distributor,  or  the  adoption  of  other
            arrangements  regarding the use of the amounts authorized to be paid
            by the Funds  hereunder,  by the  Company's  Board of  Directors  in
            accordance with the procedures set forth above.

      SEVENTEENTH: Any notice under this Plan and Agreement shall be in writing,
addressed and delivered,  or mailed postage prepaid,  to the other party at such
address as the other  party may  designate  for the  receipt of  notices.  Until
further  notice to the other party,  it is agreed that the addresses of both the
Company  and the  Distributor  shall be 7800 East Union  Avenue,  Mail Stop 201,
Denver, Colorado 80237.

      EIGHTEENTH:  This Plan and Agreement shall be governed by and construed in
accordance  with the laws (without reference to conflicts of law provisions)  of
the State of Maryland.

<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Plan and Agreement to be
executed in duplicate on the day and year first above written.

                                    COMPANY (Listed in Schedule A)


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

Attest:


/s/ Glen A. Payne
-----------------
Name:   Glen A. Payne
Title:  Secretary

                                    DISTRIBUTOR


                                    By: /s/ Ronald L. Grooms
                                        --------------------
                                    Name:   Ronald L. Grooms
                                    Title:  Treasurer

Attest:


/s/ Glen A. Payne
-----------------
Name:   Glen A. Payne
Title:  Secretary

<PAGE>
<TABLE>
<CAPTION>
                                             SCHEDULE A
                                                 TO
                               MASTER DISTRIBUTION PLAN AND AGREEMENT
                                            (CLASS C SHARES)

REGISTERED INVESTMENT COMPANY             FUNDS                                 EFFECTIVE DATE
------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
INVESCO Advantage Series Funds, Inc.(1),(2)                                     August 23, 2000
                                          Advantage Fund
                                          Global Growth Fund(4)                 November 29, 2000
                                          Advantage Global Health
                                            Sciences Fund(5)                    May 15, 2001
                                          Mid-Cap Growth Fund(6)                September 28, 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.                               Equity Income Fund(8)
                                          Total Return Fund

INVESCO International Funds, Inc.         European Fund                         June 1, 2000
                                          International Blue Chip Value Fund
                                          Latin American Growth Fund(3)
                                          Pacific Basin Fund(3)

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 Fund
                                          Health Sciences Fund
                                          Leisure Fund
                                          Real Estate Opportunity Fund
                                          Technology Fund
                                          Telecommunications Fund
                                          Utilities Fund

INVESCO Stock Funds, Inc.                 Blue Chip Growth Fund(7)              June 1, 2000
                                          Dynamics Fund
                                          Growth & Income Fund
                                          Endeavor Fund
                                          Small Company Growth Fund
                                          S&P 500 Index Fund
                                          Value Equity Fund
</TABLE>
(1)  Amended on 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. Therefore, all references to INVESCO Advantage Series Funds, Inc.
     should be changed to INVESCO Counselor Series Funds, Inc.
     Amended December 1, 2000
(3)  Liquidated pursuant to shareholder vote on November 28, 2000.
(4)  Amended on November 29, 2000.
(5)  Amended on May 15, 2001.
(6)  Amended on September 28, 2001.
(7)  On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
     Growth Fund. Therefore, all references to the Blue Chip Growth Fund should
     be changed to Growth Fund.
(8)  On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
     Equity Fund. Therefore,  all references to the Equity Income Fund should be
     changed to Core Equity Fund.
<PAGE>
                                   SCHEDULE B
                                       TO
                     MASTER DISTRIBUTION PLAN AND AGREEMENT
                                (CLASS C SHARES)

                                DISTRIBUTION FEE

      The  Company  shall  pay  the  Distributor  as full  compensation  for all
services  rendered and all  facilities  furnished  under this Agreement for each
Fund  designated  below, a Distribution  Fee(1)determined by applying the annual
rate set forth  below as to each  Fund to the  average  daily net  assets of the
Class C Shares of the Fund for the plan year,  computed in a manner used for the
determination of the offering price of shares of the Fund.
<TABLE>
                                              MAXIMUM                  MAXIMUM
                                            ASSET BASED     MAXIMUM   AGGREGATE EFFEECTIVE
FUND CLASS C SHARES                         SALES CHARGE  SERVICE FEE    FEE       DATE
-------------------                         ------------  ----------- --------------------
<S>                                         <C>           <C>         <C>        <C>
INVESCO Advantage Fund(2)                      0.75%         0.25%      1.00%   August 23, 2000
INVESCO Advantage Global Health
  Sciences Fund(5)                             0.75%         0.25%      1.00%   May 15, 2001
INVESCO Blue Chip Growth Fund(7)               0.75%         0.25%      1.00%   June 1, 2000
INVESCO Dynamics Fund                          0.75%         0.25%      1.00%   June 1, 2000
INVESCO Global Growth Fund(4)                  0.75%         0.25%      1.00%   November 29, 2000
INVESCO Growth & Income Fund                   0.75%         0.25%      1.00%   June 1, 2000
INVESCO Value Equity Fund                      0.75%         0.25%      1.00%   June 1, 2000
INVESCO Small Company Growth Fund              0.75%         0.25%      1.00%   June 1, 2000
INVESCO Endeavor Fund                          0.75%         0.25%      1.00%   June 1, 2000
INVESCO Select Income Fund                     0.75%         0.25%      1.00%   June 1, 2000
INVESCO High Yield Bond Fund                   0.75%         0.25%      1.00%   June 1, 2000
INVESCO U.S. Government Bond Fund              0.75%         0.25%      1.00%   June 1, 2000
INVESCO Tax-Free Bond Fund                     0.75%         0.25%      1.00%   June 1, 2000
INVESCO Equity Income Fund(8)                  0.75%         0.25%      1.00%   June 1, 2000
INVESCO Total Return Fund                      0.75%         0.25%      1.00%   June 1, 2000
INVESCO Balanced Fund                          0.75%         0.25%      1.00%   June 1, 2000
INVESCO Telecommunications Fund                0.75%         0.25%      1.00%   June 1, 2000
INVESCO Real Estate Opportunity Fund           0.75%         0.25%      1.00%   June 1, 2000
INVESCO Energy Fund                            0.75%         0.25%      1.00%   June 1, 2000
INVESCO Gold Fund                              0.75%         0.25%      1.00%   June 1, 2000
INVESCO Health Sciences Fund                   0.75%         0.25%      1.00%   June 1, 2000
INVESCO Leisure Fund                           0.75%         0.25%      1.00%   June 1, 2000
INVESCO Technology Fund                        0.75%         0.25%      1.00%   June 1, 2000
INVESCO Financial Services Fund                0.75%         0.25%      1.00%   June 1, 2000
INVESCO Utilities Fund                         0.75%         0.25%      1.00%   June 1, 2000
INVESCO International Blue Chip Fund           0.75%         0.25%      1.00%   June 1, 2000
INVESCO Latin American Growth Fund(3)          0.75%         0.25%      1.00%   June 1, 2000
INVESCO Pacific Basin Fund(3)                  0.75%         0.25%      1.00%   June 1, 2000
INVESCO European Fund                          0.75%         0.25%      1.00%   June 1, 2000
INVESCO Cash Reserves Fund                     0.75%         0.25%      1.00%   June 1, 2000
INVESCO Mid-Cap Growth Fund(6)                 0.75%         0.25%      1.00%   September 28, 2001
</TABLE>
(1) The Distribution Fee is payable apart from the sales charge, if any, as
    stated in the current  prospectus  relating to Class C Shares for the
    applicable Fund.
(2) Amended on August 23, 2000.
(3) Liquidated pursuant to shareholder vote on November 28, 2000.
(4) Amended on November 29, 2000.
(5) Amended on May 15, 2001.
(6) Amended on September 28, 2001.
(7) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
    Growth Fund. Therefore, all references to the Blue Chip Growth Fund should
    be changed to Growth Fund.
(8) On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
    Equity Fund. Therefore,  all references to the Equity Income Fund should be
    changed to Core Equity Fund.