MASTER PLAN AND AGREEMENT OF DISTRIBUTION

                             PURSUANT TO RULE 12b-1

                             (INVESTOR CLASS 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
Investor  Class  shares  ("Investor  Class  Shares") of the common  stock of the
Company  allocated to each series set forth on Schedule A to this Agreement (the
"Funds")  (each  series  referred  to  herein   individually  as  a  "Fund,"  or
collectively,   the  "Funds"),  and  INVESCO  DISTRIBUTORS,   INC.,  a  Delaware
corporation ("INVESCO").

      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 its Investor
class shares in accordance with this Plan and Agreement of Distribution pursuant
to Rule 12b-1 under the Act (the "Plan and Agreement"); and

      WHEREAS,  INVESCO 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
"Disinterested 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 INVESCO 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:

      1.    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 INVESCO to provide distribution  services for Investor Class
            Shares 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.  The
            Company is hereby  authorized  to utilize  certain  assets  of  the
            Company to finance certain activities in connection with
            distribution of the Company's Investor Class Shares.

      2.    Subject to the  supervision of the board of  directors, the Company
            hereby retains INVESCO to promote the  distribution of the Investor
            Class Shares of the Company by providing services  and engaging in
            activities beyond those specifically required by the  Distribution
            Agreement  between the Company and INVESCO and to provide  related
            services.  The  activities  and  services  to be  provided  by
            INVESCO  hereunder  shall include one or more of the following: (a)
            the payment of compensation  (including  trail  commissions and
            incentive  compensation)  to securities dealers,  financial
            institutions and other organizations,  which may include  INVESCO-
            affiliated    companies,   that   render   distribution   and
            administrative  services in connection  with the  distribution  of
<PAGE>
            the Company's Investor  Class  Shares;  (b) the  printing  and
            distribution  of  reports  and prospectuses  for  the  use of
            potential  investors  in the  Company;  (c)  the preparing  and
            distributing  of  sales   literature;   (d)  the  providing  of
            advertising and engaging in other promotional activities, including
            direct mail solicitation,  and television,  radio, newspaper and
            other media advertisements; and (e) the providing of such other
            services and activities as may from time to time be  agreed upon by
            the  Company.  Such  reports  and  prospectuses,  sales literature,
            advertising  and  promotional  activities  and other  services  and
            activities may be prepared and/or  conducted  either by INVESCO's
            own staff, the staff of INVESCO-affiliated companies, or third
            parties.

      3.   INVESCO  hereby  undertakes to use its best efforts to promote sales
           of  Investor  Class  Shares  of the  Company  by  engaging  in those
           activities specified in Paragraph 2 above as may be necessary and as
           it from  time to time  believes  will  best  further  sales  of such
           Shares.

      4.   The Company is hereby authorized to expend, out of its assets, on a
           monthly  basis, and shall pay INVESCO to such extent,  to enable
           INVESCO at its  discretion  to engage  over a rolling  twelve-month
           period (or the rolling  twenty-four  month period specified below)
           in the activities and provide the services  specified in Paragraph 2
           above,  an amount  computed  at an annual rate of 0.25 of 1% of the
           average daily net assets attributable to the Investor Class Shares
           of the Company  during the month.  INVESCO  shall not be entitled
           hereunder to payment for overhead  expenses  (overhead  expenses
           defined as  customary  overhead NOT including the costs of INVESCO's
           personnel  whose  PRIMARY responsibilities involve  marketing of the
           INVESCO Funds).  Payments by the Company  hereunder, for any month,
           may be used to compensate  INVESCO for: (a) activities engaged in
           and  services  provided by INVESCO  during the rolling  twelve-month
           period in which that month falls,  or (b) to the extent  permitted by
           applicable  law, for any  month  during  the  first   twenty-four
           months  following  the  Company's commencement  of  operations,
           activities  engaged in and  services  provided by INVESCO during the
           rolling  twenty-four month period in which that month falls, and any
           obligations incurred by INVESCO in excess of the limitation described
           above  shall not be paid for out of Company  assets.  The  Company
           shall not be authorized to expend,  for any month, a greater
           percentage of its assets to pay INVESCO for  activities  engaged in
           and services provided by INVESCO during the rolling  twenty-four
           month period referred to above than it would otherwise be authorized
           to expend out of its assets to pay INVESCO for activities  engaged in
           and services provided by INVESCO during the  rolling  twelve-month
           period referred  to above.  However,  INVESCO  Combination  Stock &
           Bond  Funds,  Inc., INVESCO Bond Funds,  Inc., and INVESCO Stock
           Funds,  Inc., are not authorized to expend, for any month, a greater
           percentage of their assets to pay INVESCO for activities  engaged in
           and services provided by INVESCO pursuant to the Plan and Agreement
           than they would otherwise have been authorized to expend out of their
           assets to reimburse  INVESCO for  expenditures  incurred by INVESCO
           pursuant to the Plan and  Agreement as it existed  prior to February
           5, 1997.  No payments will be made by a Company  hereunder after the
           date of  termination of the Plan and Agreement.

      5.   To the extent  that  obligations  incurred by INVESCO out of its own
           resources  to finance any activity  primarily  intended to result in
           the sale of Investor  Class Shares of the Company,  pursuant to this
           Plan and  Agreement or otherwise,  may be deemed to  constitute  the
           indirect use of Company assets,  such indirect use of Company assets
           is hereby  authorized  in addition to, and not in lieu of, any other
           payments authorized under this Plan and Agreement.
<PAGE>
      6.   The Treasurer of INVESCO  shall provide to the board of directors of
           the Company,  at least  quarterly, a written  report  of all  moneys
           spent by INVESCO on the activities and services  specified in
           Paragraph 2 above pursuant to the Plan and Agreement.  Each  such
           report  shall  itemize  the  activities  engaged  in and services
           provided by INVESCO to a Company as  authorized  by the  penultimate
           sentence of Paragraph 4 above.  Upon request, but no less frequently
           than annually,  INVESCO  shall  provide to the board of directors of
           the Company such information  as may  reasonably be  required for it
           to review  the  continuing appropriateness of the Plan and Agreement.

      7.   This Plan and Agreement shall become  effective immediately,  since
           the  predecessor Plans and Agreements for each Company and/or series
           thereof had already been approved  by a vote of a  majority  of the
           outstanding  voting  securities,  as defined in the Act, of the
           Investor  Class  Shares of each  Company,  and shall continue in
           effect  until May 30, 2001,  unless  terminated  as provided  below.
           Thereafter, the Plan and Agreement shall continue in effect from year
           to year, provided that the  continuance of each is approved at least
           annually by a vote of the board of directors of  the  Company,
           including  a  majority  of the Disinterested  Directors,  cast in
           person at a meeting called for the purpose of voting  on such
           continuance.  The  Plan  may be  terminated  at any  time  with
           respect to a Company and/or any one or more series thereof,  without
           penalty, by the  vote of a  majority of the Disinterested  Directors
           or by the  vote of a majority of the  outstanding  voting securities
           of the Investor Class Shares of the Company or any series, as
           applicable.  INVESCO,  or the Company,  by vote of a majority of the
           Disinterested  Directors  or of the holders of a majority of the
           outstanding  voting  securities of the Investor Class Shares of the
           Company or series, as applicable,  may terminate the Agreement under
           this Plan, without penalty, upon thirty  (30) days'  written notice
           to the other  party.  In the event that neither  INVESCO nor any
           affiliate of INVESCO  serves the Company as investment  adviser, the
           agreement with INVESCO pursuant to this Plan shall terminate at such
           time.  The board of  directors  may  determine  to approve a
           continuance of the Plan, but not a continuance of the Agreement,
           hereunder.

      8.   So long as the Plan remains in effect, the selection and  nomination
           of persons to serve as directors of the  Company  who are not
           "interested  persons"  of the Company shall be committed to the
           discretion  of the  directors  then in office who are not
           "interested  persons" of the Company.  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.

      9.   This Plan may not be amended to  increase  the amount to be spent by
           the  Company  hereunder  without  approval  of  a  majority  of  the
           outstanding  voting  securities of the Investor  Class Shares of the
           Company or series,  as  applicable.  All material  amendments to the
           Plan and to the Agreement  must be approved by the vote of the board
           of  directors   of  the   Company,   including  a  majority  of  the
           Disinterested Directors,  cast in person at a meeting called for the
           purpose of voting on such amendment.

      10.  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
           Company 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 INVESCO  pursuant to a plan, it shall
           terminate automatically in the event of such  "assignment."  Upon
           a termination  of the  agreement  with INVESCO,  the Company may
           continue to make payments pursuant to the Plan only upon the approval
<PAGE>
           of a new agreement  under this Plan and  Agreement, which may or may
           not be with INVESCO, or the adoption of other arrangements regarding
           the use of the amounts authorized to be paid by the a Company and its
           series hereunder, by the Company's board of directors in  accordance
           with the procedures set forth in Paragraph 7 above.

      11.  The Company shall preserve copies of this Plan and Agreement and all
           reports made  pursuant to Paragraph 6 hereof,  together with minutes
           of all board of directors meetings at which the adoption,  amendment
           or continuance of the Plan were  considered  (describing the factors
           considered  and the  basis for  decision),  for a period of not less
           than six (6) years from the date of this Plan and Agreement,  or any
           such reports or minutes,  as the case may be, the first two years in
           an easily accessible place.

      12.  This Plan and Agreement  shall be construed in  accordance  with the
           laws of the State of Colorado and applicable  provisions of the Act.
           To the extent the applicable  laws of the State of Colorado,  or any
           provisions  herein,  conflict with the applicable  provisions of the
           Act, the latter shall control.

      IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered this
      Plan and Agreement on the day above first above written.

                                 INVESCO BOND FUNDS, INC.
                                 INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                                 INVESCO INTERNATIONAL FUNDS, INC.
                                 INVESCO SECTOR FUNDS, INC.
                                 INVESCO STOCK FUNDS, INC.


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

ATTEST:

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

                                 INVESCO DISTRIBUTORS, INC.


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

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


<PAGE>
<TABLE>
<CAPTION>

                                   SCHEDULE A

                                       TO

        MASTER PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1
                                (INVESTOR CLASS)

REGISTERED INVESTMENT COMPANY                      FUNDS
----------------------------------------------------------------------------------
<S>                                                <C>
INVESCO Bond Funds, Inc.                           High Yield Fund
                                                   Select Income Fund
                                                   Tax-Free Bond Fund
                                                   U.S. Government Securities Fund

INVESCO Combination Stock & Bond Funds, Inc.       Balanced Fund
                                                   Core Equity Fund(3)
                                                   Total Return Fund

INVESCO Global & International Funds, Inc.(1),(6)  European Fund
                                                   International Blue Chip Value Fund

INVESCO Sector Funds, Inc.                         Energy Fund
                                                   Financial Services Fund
                                                   Gold & Precious Metals Fund(4)
                                                   Health Sciences Fund
                                                   Leisure Fund
                                                   Real Estate Opportunity Fund
                                                   Technology Fund
                                                   Telecommunications Fund
                                                   Utilities Fund

INVESCO Stock Funds, Inc.                          Dynamics Fund
                                                   Endeavor Fund
                                                   Growth Fund(2)
                                                   Growth & Income Fund
                                                   Mid-Cap Growth Fund (5),(7)
                                                   Small Company Growth Fund
                                                   S&P 500 Index Fund
                                                   Value Equity Fund
</TABLE>
(1) Amended to reflect the liquidation and termination of Latin American Growth
    and Pacific Basin Funds on November 28, 2000.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
    Growth Fund.
(3) On  March 29, 2002 the name of the Equity Income Fund was changed to Core
    Equity Fund.
(4) On July 31, 2002, the name of the Gold Fund was changed to Gold & Precious
    Metals Fund.
(5) Amended on August 30, 2002.
(6) On October 21, 2002, the name of INVESCO International Funds, Inc. was
    changed to INVESCO Global & International Funds, Inc.
(7) 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.