Exhibit 99.77Q3(b)

PRICEWATERHOUSECOOPERS [PRICEWATERHOUSECOOPERS ICON]
--------------------------------------------------------------------------------
                                                     Pricewaterhousecoopers LLP
                                                     1670 Broadway
                                                     Suite 1000
                                                     Denver CO 80202-4870
                                                     Telephone (720) 931 7000
                                                     Facsimile (720) 931 7100

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of INVESCO Funds and
  Management of INVESCO Funds Group, Inc.

We have examined management's assertion, included in the accompanying Management
Statement  Regarding  Compliance  with the  Application  for,  and the Orders of
Exemption Granted by the Securities and Exchange Commission dated April 16, 2002
("Management  Statement"),  that INVESCO Funds Group,  Inc. (the  "Company") has
established and maintained  procedures reasonably designed to achieve compliance
with the  conditions  set forth in the  Application,  dated  November  24,  1999
(Investment  Company Act Release No. 24176), and the Order by the Securities and
Exchange  Commission on December 21, 1999,  (Investment  Company Act Release No.
24212) (collectively the "Orders") during the period April 1, 2001 through March
31, 2002.  Management is  responsible  for the Company's  compliance  with those
requirements.  Our  responsibility  is to express  an  opinion  on  management's
assertion about the Company's compliance based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with those  requirements  and performing such other  procedures as we
considered necessary in the circumstances.  Our examination  procedures included
an assessment of the  establishment  and  maintenance  of procedures  reasonably
designed  to achieve  the  following  objectives  set forth in the  Orders  (all
capitalized terms as defined in the Orders):
a)    The  Interfund Rate on  all interfund loans  is higher than  the Repo Rate
      and, if applicable, the yield of the Money Market Fund, but lower than the
      Bank Loan Rate;
b)    All interfund  loans comply  with the collateral requirements as set forth
      in the Orders;
c)    All interfund  loans comply  with the percentage limitations  on interfund
      borrowing and lending;
d)    Interfund  borrowing and lending  demand  is allocated  in accordance with
      procedures established by the fund's Board of Directors; and
e)    The interest rate  on any interfund loan does not exceed the interest rate
      on  any third  party  borrowing of  a borrowing fund  at the  time of  the
      interfund loan.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal  determination on the Company's  compliance
with specified requirements.

Because of inherent  limitations in any internal  control,  misstatements due to
error  or  fraud  may  occur  and  not be  detected.  Also,  projections  of any
evaluation  of internal  control over the  Interfund  Lending  Program to future
periods are subject to the risk that the internal control may become  inadequate
because of  changes in  conditions,  or that the degree of  compliance  with the
policies or procedures may deteriorate.

<PAGE>
In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  requirements  during the period April 1, 2001 through  March 31,
2002, is fairly stated,  in all material  respects,  based upon the criteria set
forth in the Orders and the accompanying Management Statement.

This  report is  intended  solely  for the  information  and use of the Board of
Directors  of the Funds,  management  of the  Company,  and the  Securities  and
Exchange Commission,  and is not intended to be and should not be used by anyone
other than these specified parties.


/s/ Pricewaterhouse Coopers LLP

PricewaterhouseCoopers LLP
April 16, 2002



<PAGE>
                          [INVESCO ICON]|INVESCO Funds Group, Inc.(R)
                                        |4350 South Monaco Street
                                        |Denver, Colorado 80237
                                        |INVESCO Distributors, Inc., Distributor


               MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH THE
           APPLICATION FOR, AND THE ORDER OF EXEMPTION GRANTED BY THE
                        SECURITIES & EXCHANGE COMMISSION


April 16, 2002

We, as members of management of INVESCO Funds Group,  Inc. are  responsible  for
establishing  procedures  reasonably  designed  to achieve  compliance  with the
conditions set forth in the  Application,  dated November 24, 1999,  (Investment
Company  Act  Release  No.  24176,  and the Order by the  Securities  & Exchange
Commission  on December 21,  1999,  (Investment  Company Act Release No.  24212)
(Collectively the "Orders").

We are also  responsible for  establishing  and maintaining  effective  internal
control to ensure compliance with the conditions of the Orders. We have designed
our control  procedures to achieve the following  objectives as set forth in the
Orders (all capitalized terms as defined in the Orders)
a)   The Interfund Rate on all interfund loans is higher than the Repo Rate and,
     if applicable,  the yield of the Money Market Fund, but lower than the Bank
     Loan Rate;
b)   All interfund loans comply with the collateral requirements as set forth in
     the Orders;
c)   All interfund loans  comply  with the  percentage limitations  on interfund
     borrowing and lending;
d)   Interfund  borrowing  and lending  demand is  allocated  in accordance with
     procedures established by the funds' Boards of Directors; and
e)   The interest  rate on any interfund loan  does not exceed the interest rate
     on any  third party  borrowings  of a  borrowing fund  at the  time  of the
     interfund loan.

For purposes of objective d), our control  procedures are designed to reduce, to
a relatively low level, the risk that non-compliance with allocation  procedures
would be material in relation to the total  investment  income,  net of interest
expense,  of a fund which  lends or borrows  under the  Orders.  We assert  that
INVESCO Funds Group, Inc. has established and maintained  procedures  reasonably
designed  to  achieve  compliance  with the  conditions  set forth in the Orders
during the period April 1, 2001 through March 31, 2002.


INVESCO Funds Group, Inc.




By:    /s/ Raymond R. Cunningham
       -------------------------------------
       Raymond R. Cunningham, Vice President
       and Director


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


By:    /s/ Glen A. Payne
       -------------------------------------
       Glen A. Payne, Senior Vice President,
       Secretary, and General Counsel