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
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:
<PAGE>
     (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 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.
<PAGE>
     (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.

     (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.
<PAGE>
          (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 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
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).
<PAGE>
     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.

     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.
<PAGE>
     (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
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.
<PAGE>
     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  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>

                                   SCHEDULE A
                                       TO
                     MASTER DISTRIBUTION PLAN AND AGREEMENT
                                (CLASS C SHARES)

REGISTERED
INVESTMENT
COMPANY                    FUNDS                            EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO  COUNSELOR SERIES FUNDS, INC.(1),(2)                August 23, 2000
                           Advantage Fund
                           Advantage Global Health
                             Sciences Fund(5)               May 15, 2001

INVESCO BOND FUNDS, INC.                                    June 1, 2000
                           High Yield Fund
                           Select Income Fund
                           Tax-Free Bond Fund
                           U.S. Government Securities Fund

INVESCO COMBINATION STOCK & BOND FUNDS, INC.                June 1, 2000
                           Balanced Fund
                           Core Equity Fund(8)
                           Total Return Fund

INVESCO GLOBAL & INTERNATIONAL FUNDS, INC.(3),(11)
                           European Fund                    June 1, 2000
                           International Blue Chip
                             Value Fund                     June 1, 2000
                           Global Growth Fund(4),(12)       November 29, 2000

INVESCO MANAGER SERIES FUNDS, INC.(10)                      August 30, 2002
                           Multi-Sector Fund

INVESCO MONEY MARKET FUNDS, INC.                            June 1, 2000
                           Cash Reserves Fund

INVESCO SECTOR FUNDS, INC.                                  June 1, 2000
                           Energy Fund
                           Financial Services Fund
                           Gold & Precious Metals Fund(9)
                           Health Sciences Fund
                           Leisure Fund
                           Real Estate Opportunity Fund
                           Technology Fund
                           Telecommunications Fund
                           Utilities Fund

INVESCO STOCK FUNDS, INC.
                           Basic Value Fund(9)              July 31, 2002
                           Dynamics Fund                    June 1, 2000
                           Endeavor Fund                    June 1, 2000
                           Growth Fund(7)                   June 1, 2000
                           Growth & Income Fund             June 1, 2000
                           Mid-Cap Growth Fund(6),(13)      September 28, 2001
                           Small Company Growth Fund        June 1, 2000
                           Value Equity Fund                June 1, 2000

(1)  Amended on August 23, 2000.
(2)  Amended on 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 Basic Funds on November 28, 2000.
(4)  Amended on November 29, 2000.
(5)  Amended on May 15, 2001.
(6)  Amended on September 28, 2001.
<PAGE>
(7)  On October  19,  2001 the name of the Blue Chip  Growth Fund was changed to
     Growth Fund.
(8)  On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
     Equity Fund.
(9)  Amended on July 31, 2002. Also, on July 31, 2002, the name of Gold Fund
     was changed to Gold & Precious Metals Fund.
(10) Amended on August 30, 2002.
(11) On October 21, 2002, the name of INVESCO International Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.
(12) 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.
(13) Amended on November 30, 2002 to convert Mid-Cap Growth Fund from a series
     of INVESCO Counselor Series Funds, Inc. to a series of INVESCO Stock Funds,
     Inc.
<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 Fee1 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>
<CAPTION>
                                       MAXIMUM
                                        ASSET
                                        BASED      MAXIMUM    MAXIMUM
                                        SALES      SERVICE   AGGREGATE      EFFECTIVE
       FUND CLASS C SHARES(3)           CHARGE      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 Balanced Fund                   0.75%      0.25%      1.00%      June 1, 2000
INVESCO Basic Value Fund(9)             0.75%      0.25%      1.00%      July 31, 2002
INVESCO Cash Reserves Fund              0.75%      0.25%      1.00%      June 1, 2000
INVESCO Core Equity Fund(8)             0.75%      0.25%      1.00%      June 1, 2000
INVESCO Dynamics Fund                   0.75%      0.25%      1.00%      June 1, 2000
INVESCO Endeavor Fund                   0.75%      0.25%      1.00%      June 1, 2000
INVESCO Energy Fund                     0.75%      0.25%      1.00%      June 1, 2000
INVESCO European Fund                   0.75%      0.25%      1.00%      June 1, 2000
INVESCO Financial Services 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 Gold & Precious Metals Fund(9)  0.75%      0.25%      1.00%      June 1, 2000
INVESCO Growth Fund(7)                  0.75%      0.25%      1.00%      June 1, 2000
INVESCO Growth & Income Fund            0.75%      0.25%      1.00%      June 1, 2000
INVESCO Health Sciences 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 International Blue Chip Value   0.75%      0.25%      1.00%      June 1, 2000
INVESCO Leisure 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
INVESCO Multi-Sector Fund(10)           0.75%      0.25%      1.00%      August 30, 2002
INVESCO Real Estate Opportunity Fund    0.75%      0.25%      1.00%      June 1, 2000
INVESCO Select Income 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 Tax-Free Bond Fund              0.75%      0.25%      1.00%      June 1, 2000
INVESCO Technology Fund                 0.75%      0.25%      1.00%      June 1, 2000
INVESCO Telecommunications Fund         0.75%      0.25%      1.00%      June 1, 2000
INVESCO Total Return 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 Utilities Fund                  0.75%      0.25%      1.00%      June 1, 2000
INVESCO Value Equity Fund               0.75%      0.25%      1.00%      June 1, 2000
</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)  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)  On October  19,  2001 the name of the Blue Chip  Growth Fund was changed to
     Growth Fund.
(8)  On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
     Equity Fund.
(9)  Amended on July 31, 2002. Also, on July 31, 2002, the name of the Gold
     Fund was changed to Gold & Precious Metals Fund.
(10) Amended on August 30, 2002.