TRANSFER AGENCY AGREEMENT


     Agreement  made as of this 1st day of June,  2000,  between the  registered
investment  companies specified in Schedule A, each a Maryland corporation (each
individually referred to as "Company"), having its principal office and place of
business at 7800 East Union Avenue, Denver,  Colorado,  80237, and INVESCO FUNDS
GROUP, INC., a Delaware  corporation,  having its principal place of business at
7800 East Union Avenue, Denver, Colorado 80237 (the "Transfer Agent").

                                   WITNESSETH:

     That for and in consideration of mutual promises hereinafter set forth, the
Company and the Transfer Agent agree as follows:

      1.    DEFINITIONS.   Whenever  used  in   this  Agreement,  the  following
            words and phrases, unless the context otherwise requires, shall have
            the following meanings:

            (a)   "Authorized   Person"    shall  be   deemed  to  include   the
                  Chairman,   President,  any  Vice  President,  the  Secretary,
                  Treasurer, or any other person, whether or not any such person
                  is an officer or employee  of a Company,  duly  authorized  to
                  give Oral  Instructions and Written  Instructions on behalf of
                  any Company or any Fund (as defined below),  as indicated in a
                  certification  as may be received by the  Transfer  Agent from
                  time to time;

            (b)   "Certificate"  shall  mean any  notice,  instruction  or other
                  instrument   in  writing,   authorized  or  required  by  this
                  Agreement to be given to the Transfer Agent, which is actually
                  received  by the  Transfer  Agent and  signed on behalf of the
                  Company by any two officers thereof;

            (c)   "Commission" shall have the  meaning given it in the 1940 Act;

            (d)   "Custodian"  refers to the custodian of all of the  securities
                  and  other  moneys  owned  by the  Company  or any Fund of the
                  Company;

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            (e)   "Oral  Instructions"  shall  mean oral  instructions  actually
                  received  by  the  Transfer  Agent  from a  person  reasonably
                  believed by the Transfer Agent to be an Authorized Person;

            (f)   "Prospectus"  shall mean the  currently  effective  prospectus
                  relating to a Fund's Shares  registered  under the  Securities
                  Act of 1933;

            (g)   "Shares"  refers to the  shares of common  stock of a Company,
                  regardless of whether such shares are  classified  into one or
                  more separate Funds;

            (h)   "Shareholder" means a record owner of Shares;

            (i)   "Written  Instructions"  shall  mean a  written  communication
                  actually  received by the Transfer Agent where the receiver is
                  able to  verify  with a  reasonable  degree of  certainty  the
                  authenticity of the sender of such communication; and

            (j)   The "1940 Act"  refers to the  Investment  Company Act of 1940
                  and the Rules and Regulations thereunder,  all as amended from
                  time to time.

            (k)   "Fund" shall refer to a single portfolio of investments  owned
                  by a Company; the Funds of each Company are listed in Schedule
                  A, which may be amended from time to time.

      2.    REPRESENTATION  OF TRANSFER  AGENT.  The Transfer  Agent does hereby
            represent  and  warrant  to the  Company  that  it has an  effective
            registration  statement on SEC Form TA-1 and, accordingly,  has duly
            registered as a transfer  agent as provided in Section 17A(c) of the
            Securities Exchange Act of 1934.

      3.    APPOINTMENT OF THE  TRANSFER  AGENT.  The  Company  hereby  appoints
            and  constitutes the Transfer Agent as transfer agent for all of the
            Shares of the  Company  authorized  as of the date  hereof,  and the
            Transfer  Agent accepts such  appointment  and agrees to perform the
            duties  herein set forth.  If the Board of  Directors of the Company
            (the "Directors") hereafter reclassifies the Shares, by the creation
            of one or more  additional  Funds or otherwise,  the Transfer  Agent
            agrees  that  it will  act as  transfer  agent  for  the  Shares  so
            reclassified on the terms set forth herein.

      4.    COMPENSATION.

            (a)   The Company will  initially  compensate the Transfer Agent for
                  its services  rendered under this Agreement in accordance with
                  the fees set  forth in the Fee  Schedule  annexed  hereto  and
                  incorporated herein.

            (b)   The parties hereto will agree upon the compensation for acting
                  as  transfer   agent  for  any  series  of  Shares   hereafter
                  designated and established at the time that the Transfer Agent

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                  commences serving as such for said series,  and such agreement
                  shall be reflected  in a Fee  Schedule for that series,  dated
                  and signed by an authorized  officer of each party hereto,  to
                  be attached to this Agreement.

            (c)   Any compensation agreed to hereunder may be adjusted from time
                  to time by attaching to this Agreement a revised Fee Schedule,
                  dated  and  signed  by an  authorized  officer  of each  party
                  hereto,  and  a  certified  copy  of  the  resolution  of  the
                  Directors authorizing such revised Fee Schedule.

            (d)   The   Transfer   Agent  will  bill  the  Company  as  soon  as
                  practicable  after the end of each  calendar  month,  and said
                  billings will be detailed in accordance  with the Fee Schedule
                  for the Fund. The Fund will promptly pay to the Transfer Agent
                  the amount of such billing.

      5.    DOCUMENTS.  In   connection  with the  appointment  of  the Transfer
            Agent,  the Company shall, on or before the date this Agreement goes
            into effect, file with the Transfer Agent the following documents:

            (a)   A  certified  copy  of the  Articles of  Incorporation  of the
                  Company,  including all amendments thereto, as then in effect;

            (b)   A  certified  copy of  the Bylaws of  the Company, as  then in
                  effect;

            (c)   Certified   copies  of  the   resolutions   of  the  Directors
                  authorizing this Agreement and designating  Authorized Persons
                  to give instructions to the Transfer Agent;

            (d)   All account application forms and other documents  relating to
                  Shareholder accounts;

            (e)   A certified list of  Shareholders  of each Fund with the name,
                  address and tax identification number of each Shareholder, and
                  the number of Shares  held by each,  certificate  numbers  and
                  denominations (if any certificates have been issued), lists of
                  any accounts  against  which stops have been placed,  together
                  with the  reasons  for said  stops,  and the  number of Shares
                  redeemed by the Fund;

            (f)   Copies of  all  agreements  then in effect between the Company
                  and  any  agent  with   respect  to  the  issuance,  sale,  or
                  cancellation of Shares; and

            (g)   An opinion  of counsel  for  the Company  with  respect to the
                  validity of the Shares.

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      6.    FURTHER  DOCUMENTATION.  The  Company  will also  furnish  from time
            to time the following documents:

            (a)   Each  resolution  of  the Directors  authorizing  the original
                  issue of Shares of each Fund;

            (b)   Each  Registration  Statement filed with the  Commission,  and
                  amendments  and orders with  respect  thereto,  in effect with
                  respect to the sale of Shares of the Fund;

            (c)   A  certified  copy  of  each  amendment  to  the  Articles  of
                  Incorporation and the Bylaws of the Company;

            (d)   Certified   copies  of   each  resolution   of  the  Directors
                  designating   Authorized  Persons  to give instructions to the
                  Transfer Agent;

            (e)   Certificates  as  to any change in any officer,  director,  or
                  Authorized Person of the Company;

            (f)   Such other certificates, documents or opinions as may mutually
                  be deemed  necessary or appropriate  for the Transfer Agent in
                  the proper performance of its duties.

      7.    CERTIFICATES FOR SHARES AND RECORDS PERTAINING THERETO.

            (a)   The Fund no longer  issues  share  certificates.  The Transfer
                  Agent shall maintain a record of each  certificate  previously
                  issued,  the  number of Shares  represented  thereby,  and the
                  holder of record.  The Transfer Agent shall further maintain a
                  stop transfer record on lost certificates.

            (b)   The Transfer  Agent may establish  such  additional  rules and
                  regulations   governing  the  transfer  or   registration   of
                  certificates   for  Shares  as  it  may  deem   advisable  and
                  consistent with such rules and regulations  generally  adopted
                  by transfer agents.

      8.    SALE OF FUND SHARES.

            (a)   Whenever a  Fund or its  authorized  agent shall sell or cause
                  to be sold any Shares,  the Fund or its authorized agent shall
                  provide  or  cause  to  be  provided  to  the  Transfer  Agent
                  information  including:  (i) the number of Shares sold,  trade
                  date,  and price;  (ii) the amount of money to be delivered to
                  the Custodian  for the sale of such Shares;  (iii) in the case
                  of a new  account,  a new account  application  or  sufficient
                  information to establish an account.

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            (b)   The  Transfer  Agent  will,  upon  receipt by it of a check or
                  other payment identified by it as an investment in Shares of a
                  Fund and drawn or endorsed to the Transfer Agent as agent for,
                  or  identified  as being for the account of, a Fund,  promptly
                  deposit such check or other payment to the appropriate account
                  postings  necessary  to reflect the  investment.  The Transfer
                  Agent will notify the  respective  Fund, or its designee,  and
                  the   Custodian   of  all   purchases   and  related   account
                  adjustments.

            (c)   Upon receipt of  the  notification  required  under  paragraph
                  (a) hereof and the  notification  from the Custodian that such
                  money has been received by it, the Transfer  Agent shall issue
                  to the purchaser or his authorized  agent such Shares as he is
                  entitled to receive,  based on the appropriate net asset value
                  of the Fund's Shares, determined in accordance with applicable
                  federal law or regulation,  as described in the Prospectus for
                  the  applicable  Fund. In issuing Shares to a purchaser or his
                  authorized agent, the Transfer Agent shall be entitled to rely
                  upon  the  latest  written  directions,   if  any,  previously
                  received  by the  Transfer  Agent  from the  purchaser  or his
                  authorized agent concerning the delivery of such Shares.

            (d)   The  Transfer  Agent shall not be required to issue any Shares
                  of a Fund where it has received Written  Instructions from the
                  Fund or written  notification from any appropriate  federal or
                  state  authority  that the sale of the  Shares of the Fund has
                  been suspended or  discontinued,  and the Transfer Agent shall
                  be entitled to rely upon such Written  Instructions or written
                  notification.

            (e)   Upon the issuance of any Shares of a Fund in  accordance  with
                  the foregoing  provision of this Article,  the Transfer  Agent
                  shall not be responsible for the payment of any original issue
                  or other taxes  required to be paid by the Fund in  connection
                  with such issuance.

      9.    RETURNED CHECKS.  In the event that any check or other order for the
            payment of money is  returned  unpaid for any reason,  the  Transfer
            Agent will:  (i) give prompt notice of such return to the applicable
            Fund or its designee;  (ii) place a stop transfer  order against all
            Shares issued or held on deposit as a result of such check or order;
            (iii) in the case of any  Shareholder  who has  obtained  redemption
            checks,  place a stop payment order on the checking account on which
            such  checks  are  issued;  and (iv)  take such  other  steps as the
            Transfer Agent may, in its  discretion,  deem  appropriate or as the
            applicable Fund or its designee may instruct.

      10.   REDEMPTIONS.

            (a)   Redemptions  By  Mail or  In Person.  Shares of a Fund will be
                  redeemed upon receipt by the Transfer  Agent of: (i) a written
                  request  for  redemption,  signed  by  each  registered  owner
                  exactly  as  the  Shares  are  registered;  (ii)  certificates

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                  properly  endorsed for any Shares for which  certificates have
                  been issued; (iii) signature guarantees to the extent required
                  by the  Transfer  Agent  as  described  in the  Prospectus  or
                  Statement of Additional  Information (the "SAI") for the Fund;
                  and (iv) any  additional  documents  required by the  Transfer
                  Agent   for    redemption    by    corporations,    executors,
                  administrators, trustees and guardians.

            (b)   Draft  Redemptions.  If  the  Transfer  Agent  has  received a
                  completed  application  and  authorization  of  redemption  by
                  drafts signed by the registered  owner(s),  the Transfer Agent
                  will,  as  agent  for  the  Shareholder   upon  receipt  of  a
                  redemption  draft  cause the  Company  to redeem a  sufficient
                  number  of Shares in the  Shareholder's  account  to cover the
                  amount of the draft. All draft  redemptions will be subject to
                  such  additional  requirements  as  may  be  described  in the
                  Prospectus  or SAI for the  applicable  Fund and the rules and
                  regulations of the Transfer Agent.

            (c)   Wire Orders  or  Telephone  Redemptions.  The  Transfer  Agent
                  will,  consistent with procedures  which may be established by
                  the  Company  from  time to  time  for  redemption  by wire or
                  telephone,  upon  receipt  of such a wire  order or  telephone
                  redemption request, redeem Shares and transmit the proceeds of
                  such redemption to the redeeming Shareholder as directed.  All
                  wire  or  telephone   redemptions  will  be  subject  to  such
                  additional  requirements as may be described in the Prospectus
                  or SAI for the  applicable  Fund.  Both  the  Company  and the
                  Transfer  Agent  reserve the right to modify or terminate  the
                  procedures  for wire  order or  telephone  redemptions  at any
                  time.

            (d)   Processing  Redemptions.   Upon   receipt  of   all  necessary
                  information and  documentation  relating to a redemption,  the
                  Transfer  Agent will issue to the Custodian an advice  setting
                  forth  the  number  of  Shares  of the  Fund  received  by the
                  Transfer  Agent for  redemption and that such shares are valid
                  and in good standing for redemption. The Transfer Agent shall,
                  upon receipt of the moneys paid to it by the Custodian for the
                  redemption of such Shares, pay such moneys to the Shareholder,
                  his authorized agent or legal representative.

      11.   TRANSFERS  AND  EXCHANGES.  The  Transfer  Agent  is  authorized  to
            review  and  process  transfers  of  Shares  of the  Fund and to the
            extent,  if any,  permitted in the  Prospectus or SAI for each Fund,
            exchanges  between  a Fund and other  Funds  advised  by the  Fund's
            investment  adviser,  INVESCO Funds Group, Inc. (the "Adviser"),  on
            the records of the Fund  maintained by the Transfer Agent. If Shares
            to be transferred are represented by outstanding  certificates,  the
            Transfer  Agent will,  upon surrender to it of the  certificates  in
            proper form for transfer, and upon cancellation thereof,  credit the
            same to the transferee on its books. If the Shares to be transferred
            are not represented by outstanding certificates,  the Transfer Agent
            will,  upon an order  therefor  by or on  behalf  of the  registered
            holder thereof in proper form,  credit the same to the transferee on

<PAGE>

            its  books.  If Shares  are to be  exchanged  for  shares of another
            mutual fund,  the Transfer  Agent will process such  exchange in the
            same manner as a redemption  and sale of Shares,  except that it may
            in  its  discretion   waive   requirements   for   information   and
            documentation.

      12.   RIGHT TO SEEK  ASSURANCES.  The  Transfer  Agent  reserves the right
            to refuse to transfer or redeem  Shares until it is  satisfied  that
            the requested transfer or redemption is legally  authorized,  and it
            shall incur no  liability  for the refusal,  in good faith,  to make
            transfers or redemptions  that the Transfer  Agent, in its judgment,
            deems improper or unauthorized,  or until it is satisfied that there
            is no basis for any claims  adverse to such transfer or  redemption.
            The  Transfer  Agent  may,  in  effecting  transfers,  rely upon the
            provisions  of the Uniform Act for the  Simplification  of Fiduciary
            Security  Transfers or the Uniform  Commercial Code, as the same may
            be amended from time to time,  which in the opinion of legal counsel
            for the Company or of the Transfer Agent's own legal counsel protect
            the Transfer Agent in not requiring  certain documents in connection
            with the transfer or redemption of Shares of the Fund,  and the Fund
            shall  indemnify the Transfer  Agent for any acts done or omitted by
            it in reliance  upon such laws or opinions of counsel to the Fund or
            of its own counsel.

      13.   DISTRIBUTIONS.

            (a)   Each  Fund  will  promptly  notify the  Transfer  Agent of the
                  declaration of any dividend or distribution. The Company shall
                  furnish to the Transfer  Agent a resolution of the  Directors,
                  certified by the  Secretary,  authorizing  the  declaration of
                  dividends and  authorizing  the Transfer Agent to rely on Oral
                  Instructions  or a  Certificate  specifying  the  date  of the
                  declaration  of such  dividend  or  distribution,  the date of
                  payment  thereof,  the  record  date as of which  Shareholders
                  entitled to payment shall be  determined,  the amount  payable
                  per share to  Shareholders  of record as of that date, and the
                  total  amount  payable to the  Transfer  Agent on the  payment
                  date.

            (b)   The Transfer Agent will,  on or before the payable date of any
                  dividend  or   distribution,   notify  the  Custodian  of  the
                  estimated  amount of cash  required  to pay said  dividend  or
                  distribution,  and the  respective  Fund  agrees  that,  on or
                  before the mailing date of such dividend or  distribution,  it
                  shall instruct the Custodian to place in a dividend disbursing
                  account  funds  equal to the cash  amount to be paid out.  The
                  Transfer Agent, in accordance with  Shareholder  instructions,
                  will  calculate,   prepare  and  mail  checks  to,  or  (where
                  appropriate)  credit  such  dividend  or  distribution  to the
                  accounts of Shareholders of the applicable  Fund, and maintain
                  and safeguard all underlying records.

<PAGE>

            (c)   The  Transfer  Agent will  replace lost checks upon receipt of
                  properly executed  affidavits and maintain stop payment orders
                  against replaced checks.

            (d)   The  Transfer  Agent will  maintain  all records  necessary to
                  reflect the  crediting of  dividends  that are  reinvested  in
                  Shares of the Fund of the Company.

            (e)   The  Transfer  Agent  shall  not be  liable  for any  improper
                  payments  made  in  accordance  with  the  resolution  of  the
                  Directors of the Company.

            (f)   If the  Transfer  Agent shall not receive  from the  Custodian
                  sufficient cash to make payment to all  Shareholders of a Fund
                  as  of  the  record  date,  the  Transfer  Agent  shall,  upon
                  notifying   the  Fund,   withhold   payment   to  the   Fund's
                  Shareholders  of  record  as of the  record  date  until  such
                  sufficient cash is provided to the Transfer Agent.

      14.   OTHER  DUTIES.  In  addition  to the duties  expressly  provided for
            herein,  the  Transfer  Agent shall  perform  such other  duties and
            functions as are set forth in the Fee Schedules(s)  hereto from time
            to time.

      15.   TAXES.  It is  understood  that the  Transfer  Agent shall file such
            appropriate  information returns concerning the payment of dividends
            and capital gain  distributions  with the proper federal,  state and
            local authorities as are required by law to be filed by each Company
            and shall  withhold  such sums as are  required  to be  withheld  by
            applicable law.

      16.   BOOKS AND RECORDS.

            (a)   The Transfer Agent  shall  maintain  records  showing for each
                  investor's  account,  identified by each Fund in each Company,
                  the following:  (i) names, addresses,  tax identifying numbers
                  and  assigned  account  numbers;  (ii) numbers of Shares held;
                  (iii)  historical  information  regarding  the account of each
                  Shareholder,  including  dividends  paid and date and price of
                  all transactions on a Shareholder's  account; (iv) any stop or
                  restraining order placed against a Shareholder's  account; (v)
                  information  with  respect  to  withholdings  in the case of a
                  foreign   account;   (vi)  any   capital   gain  or   dividend
                  reinvestment  order,  plan  application,  dividend address and
                  correspondence  relating  to  the  current  maintenance  of  a
                  Shareholder's   account;   (vii)   certificate   numbers   and
                  denominations for any Shareholders holding  certificates;  and
                  (viii)  any  information  required  in order for the  Transfer
                  Agent to perform the calculations  contemplated or required by
                  this Agreement.

<PAGE>

            (b)   Any  records  required  to be  maintained  by Rule 31a-1 under
                  the 1940 Act will be preserved  for the periods  prescribed in
                  Rule 31a-2 under the 1940 Act.  Such  records may be inspected
                  by any Fund at reasonable  times.  The Transfer  Agent may, at
                  its option at any time,  and shall  forthwith upon a Company's
                  demand,  turn  over to the  applicable  Company  and  cease to
                  retain in the Transfer  Agent's  files,  records and documents
                  created and maintained by the Transfer Agent in performance of
                  its services or for its protection. At the end of the six-year
                  retention  period,  such records and documents  will either be
                  turned over to the Company,  or destroyed in  accordance  with
                  the Company's authorization.

            (c)   The  Transfer Agent shall  enter into and  maintain in  effect
                  with  appropriate   parties  one  or  more  agreements  making
                  reasonable  provisions  for periodic  backup of computer files
                  and data  with  respect  to the  Funds  and  emergency  use of
                  electronic  data  processing   equipment.   In  the  event  of
                  equipment failures, the Transfer Agent shall, at no additional
                  expense  to the  Funds,  take  reasonable  steps  to  minimize
                  service  interruptions.  The  Transfer  Agent  shall  have  no
                  liability  with  respect  to  the  loss  of  data  or  service
                  interruptions caused by equipment failure,  provided such loss
                  or  interruption  is not caused by the  Transfer  Agent's  own
                  willful  misfeasance,   bad  faith,   negligence  or  reckless
                  disregard of its duties or  obligations  under this  Agreement
                  and provided further that the Transfer Agent has complied with
                  the provisions of this paragraph.

      17.   SHAREHOLDER RELATIONS.

            (a)   The Transfer Agent will investigate all Shareholder  inquiries
                  related  to  Shareholder  accounts  and  respond  promptly  to
                  correspondence from Shareholders.

            (b)   The Transfer Agent will address and mail all communications to
                  Shareholders or their  nominees,  including proxy material and
                  periodic reports to Shareholders.

            (c)   In   connection   with   special   and  annual   meetings   of
                  Shareholders,  the  Transfer  Agent will  prepare  Shareholder
                  lists,  mail and certify as to the mailing of proxy materials,
                  process and tabulate  returned proxy cards,  report on proxies
                  voted prior to meetings,  and certify to the  Secretary of the
                  applicable Company's Shares to be voted at meetings.

      18.   RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.

            (a)   The  Transfer  Agent shall  be  protected  in acting  upon any
                  paper or  document  believed  by it to be genuine  and to have
                  been signed by an  Authorized  Person and shall not be held to
                  have any notice of any change of authority of any person until

<PAGE>

                  receipt of written  certification  thereof  from the Fund.  It
                  shall also be protected in processing Share  certificates that
                  it reasonably  believes to bear the proper manual or facsimile
                  signatures of the officers of the  applicable  Company and the
                  proper countersignature of the Transfer Agent.

            (b)   At any time  the  Transfer  Agent may apply to any  Authorized
                  Person of the Company for  Written  Instructions,  and, at the
                  expense of the applicable Company,  may seek advice from legal
                  counsel for the Company, with respect to any matter arising in
                  connection with this Agreement, and it shall not be liable for
                  any action  taken or not taken or suffered by it in good faith
                  in  accordance  with  such  Written  Instructions  or with the
                  opinion of such counsel. In addition,  the Transfer Agent, its
                  officers,  agents or employees,  shall accept  instructions or
                  requests given to them by any person representing or acting on
                  behalf of the Company only if said  representative is known by
                  the Transfer Agent, its officers,  agents or employees,  to be
                  an Authorized Person. The Transfer Agent shall have no duty or
                  obligation  to inquire into,  nor shall the Transfer  Agent be
                  responsible  for,  the legality of any act done by it upon the
                  request or direction of Authorized Persons of the Company.

            (c)   Notwithstanding  any  of  the  foregoing  provisions  of  this
                  Agreement,  the  Transfer  Agent  shall  be  under  no duty or
                  obligation to inquire  into,  and shall not be liable for: (i)
                  the  legality  of the issue or sale of any Shares of any Fund,
                  or the sufficiency of the amount to be received therefor; (ii)
                  the legality of the  redemption  of any Shares of any Fund, or
                  the  propriety  of the amount to be paid  therefor;  (iii) the
                  legality of the  declaration  of any dividend by any Fund,  or
                  the legality of the issue of any Shares of any Fund in payment
                  of  any  stock   dividend;   or  (iv)  the   legality  of  any
                  recapitalization or readjustment of the Shares of any Fund.

      19.   STANDARD OF CARE AND INDEMNIFICATION.

            (a)   The Transfer  Agent may, in  connection  with this  Agreement,
                  employ  agents or attorneys  in fact,  and shall not be liable
                  for any loss arising out of or in connection  with its actions
                  under this Agreement so long as it acts in good faith and with
                  due  diligence,  and is not negligent or guilty of any willful
                  misconduct.

            (b)   The Company  hereby  agrees  to  indemnify  and hold  harmless
                  the  Transfer  Agent  from  and  against  any and all  claims,
                  demands,  expenses and  liabilities  (whether  with or without
                  basis  in  fact or law) of any  and  every  nature  which  the
                  Transfer  Agent may  sustain or incur or which may be asserted
                  against the Transfer Agent by any person by reason of, or as a
                  result of: (i) any action  taken or omitted to be taken by the
                  Transfer Agent in good faith in reliance upon any Certificate,

<PAGE>

                  instrument,  order or stock  certificate  believed by it to be
                  genuine  and to be signed,  countersigned  or  executed by any
                  duly Authorized Person,  upon the Oral Instructions or Written
                  Instructions  of an  Authorized  Person of the Company or upon
                  the  opinion  of  legal  counsel  for the  Company  or its own
                  counsel;  or (ii) any  action  taken or omitted to be taken by
                  the Transfer Agent in connection  with its appointment in good
                  faith  in  reliance   upon  any  law,   act,   regulation   or
                  interpretation of the same even though the same may thereafter
                  have been  altered,  changed,  amended or  repealed.  However,
                  indemnification  hereunder  shall  not  apply  to  actions  or
                  omissions of the Transfer  Agent or its  directors,  officers,
                  employees  or  agents  in cases of its own  gross  negligence,
                  willful misconduct, bad faith, or reckless disregard of its or
                  their own duties hereunder.

      20.   AFFILIATION  BETWEEN  FUND  AND  TRANSFER  AGENT.  It is  understood
            that the directors,  officers, employees, agents and Shareholders of
            the  Fund,  and  the  officers,  directors,  employees,  agents  and
            shareholders  of  the  Adviser,  are or  may  be  interested  in the
            Transfer   Agent  as   directors,   officers,   employees,   agents,
            shareholders,  or  otherwise,  and  that  the  directors,  officers,
            employees,  agents  or  shareholders  of the  Transfer  Agent may be
            interested in the Fund as directors,  officers,  employees,  agents,
            shareholders,   or  otherwise,   or  in  the  Adviser  as  officers,
            directors, employees, agents, shareholders or otherwise.

      21.   TERM.

            (a)   This  Agreement  shall  become  effective  with  respect  to a
                  Company  on the  date on  which  it is  approved  by vote of a
                  majority  (as  defined  in the  1940  Act)  of the  Directors,
                  including a majority of the directors  who are not  interested
                  persons (as defined in the 1940 Act) of the Company, and shall
                  continue in effect for an initial  term of one year,  and from
                  year to year  thereafter,  so  long  as  such  continuance  is
                  specifically  approved at least  annually  both: (i) by either
                  the  Directors  or the vote of a majority  of the  outstanding
                  voting  securities  of the Company;  and (ii) by a vote of the
                  majority of the  directors who are not  interested  persons of
                  the  Company  (as defined in the 1940 Act) cast in person at a
                  meeting called for the purpose of voting upon such approval.

            (b)   Either of  the  parties  hereto may terminate  this  Agreement
                  by giving to the other  party a notice in  writing  specifying
                  the date of such  termination,  which  shall  not be less than
                  sixty (60) days after the date of receipt of such  notice.  In
                  the event  such  notice is given by the  Company,  it shall be
                  accompanied by a resolution of the Directors, certified by the
                  Secretary,   electing  to   terminate   this   Agreement   and
                  designating a successor transfer agent.

      22.   AMENDMENT.  This  Agreement  may not be amended or  modified  in any
            manner except by a written  agreement  executed by both parties with
            the formality of this  Agreement,  and (i) authorized or approved by

<PAGE>

            the  resolution  of  the  Directors,  including  a  majority  of the
            Directors who are not  interested  persons of the Fund as defined in
            the  1940  Act,  or (ii)  authorized  and  approved  by  such  other
            procedures as may be permitted or required by the 1940 Act.

      23.   SUBCONTRACTING.  The Company agrees that the  Transfer Agent may, in
            its  discretion,  subcontract  for  certain  of the  services  to be
            provided hereunder.

      24.   MISCELLANEOUS.

            (a)   Any notice and other  instrument  in  writing,  authorized  or
                  required by this  Agreement  to be given to the Company or the
                  Transfer Agent,  shall be  sufficiently  given if addressed to
                  that  party and  mailed or  delivered  to it at its office set
                  forth below or at such other place as it may from time to time
                  designate in writing.

                  To the Company:

                  (Address to Relevant Company Listed in Schedule A)
                  7800 East Union Avenue, MS 201
                  Denver, Colorado  80237
                  Attn.:  Glen A. Payne, Secretary

                  To the Transfer Agent:

                  INVESCO Funds Group, Inc.
                  Post Office Box 2040
                  Denver, Colorado  80201
                  Attn.: William J. Galvin, Senior Vice President

            (b)   This Agreement shall not be assignable and in the event of its
                  assignment  (in the sense  contemplated  by the 1940 Act),  it
                  shall automatically terminate.

            (c)   This Agreement shall be construed in accordance  with the laws
                  of the State of Colorado.

            (d)   This Agreement may be executed in any number of  counterparts,
                  each of which  shall be  deemed  to be an  original;  but such
                  counterparts shall, together, constitute only one instrument.

<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed by their respective  corporate officers  thereunder duly authorized and
their respective  corporate seals to be hereunto affixed, as of the day and year
first above written.


                        COMPANY (LISTED IN SCHEDULE A)

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

ATTEST:

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


                        TRANSFER AGENT


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

ATTEST:

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

<PAGE>
                                  FEE SCHEDULE

     This Fee  Schedule  for  services is made  pursuant to the  Transfer  Agent
Agreement  dated  June  1,  2000  (the  "Agreement"),   between  the  registered
investments  companies specified in Schedule A (each individually referred to as
"Company")  and INVESCO Funds Group,  Inc. (the "Transfer  Agent").  The parties
hereto agree to the following:

      ACCOUNT MAINTENANCE CHARGES.  Fees are based on an annual charge set forth
below.  These  annual  charges are billable  monthly at the rate of  one-twelfth
(1/12) of the annual fee.

                                                                  ANNUAL
                                                ANNUAL            OMNIBUS
                                                CHARGE PER        ACCOUNT
                                                SHAREHOLDER       CHARGE PER
      COMPANY                                   ACCOUNT           PARTICIPANT
      -------                                   -----------       -----------
INVESCO COUNSELOR SERIES FUNDS, INC.(3)(4)      $22.50            $22.50

INVESCO BOND FUNDS, INC.                        $28.50            $28.50

INVESCO COMBINATION STOCK & BOND FUNDS, INC.    $22.50            $22.50

INVESCO GLOBAL & INTERNATIONAL FUNDS, INC.(6)   $22.50            $22.50

INVESCO MANAGER SERIES FUNDS, INC.(5)           $22.50            $22.50

INVESCO MONEY MARKET FUNDS, INC.                $29.50            $29.50

INVESCO SECTOR FUNDS, INC.                      $22.50            $22.50

INVESCO STOCK FUNDS, INC.                       $22.50            $22.50

INVESCO TREASURER'S SERIES FUNDS, INC.(1)       N/A               N/A

INVESCO VARIABLE INVESTMENT FUNDS, INC.(2)      N/A               N/A

      EXPENSES.  A Fund shall not be liable for  reimbursement  to the  Transfer
Agent of expenses  incurred by it in the performance of services pursuant to the
Agreement,  provided,  however, that nothing herein or in the Agreement shall be
construed  as  affecting  in any manner any  obligations  assumed by a Fund with
respect  to expense  payment or  reimbursement  pursuant  to a separate  written
agreement between the Fund and the Transfer Agent or any affiliate thereof.

      Effective this 1st day of June, 2000.

                        COMPANY (LISTED IN SCHEDULE A)


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

ATTEST:

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


                        TRANSFER AGENT


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

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

(1)  The Transfer Agent will not charge the Company a fee under this Agreement,
     but this commitment may be changed following consultation with the board of
     directors.
(2)  The Transfer Agent shall receive an annual fee of $5,000 per Fund, billable
     monthly at the rate of one-twelfth (1/12) of the annual fee. The fee is
     applied for each Fund in the month that it commences or ceases operation,
     as well as in each month that the Fund is in operation regardless of the
     number of shareholders.
(3)  Amended August 23, 2000.
(4)  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.
(5)  Amended August 30, 2002.
(6)  On October 21, 2002, the name of INVESCO International Funds, Inc. was
     changed to INVESCO Global & International Funds, Inc.


<PAGE>
                            TRANSFER AGENCY AGREEMENT
                                   SCHEDULE A

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(9)
                           Total Return Fund

INVESCO GLOBAL & INTERNATIONAL FUNDS, INC.(3),(13)
                           European Fund                    June 1, 2000
                           International Blue Chip Value
                                Fund                        June 1, 2000
                           Global Growth Fund(4),(14)       November 29, 2000

INVESCO MANAGER SERIES FUNDS, INC.(12)                      August 30, 2002
                           Multi-Sector Fund

INVESCO MONEY MARKET FUNDS, INC.                            June 1, 2000
                           Cash Reserves Fund
                           Tax-Free Money Fund
                           U.S. Government Money Fund

<PAGE>
                            TRANSFER AGENCY AGREEMENT
                                   SCHEDULE A
                                   (CONTINUED)

REGISTERED
INVESTMENT
COMPANY                    FUNDS                            EFFECTIVE DATE
--------------------------------------------------------------------------------

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

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

INVESCO TREASURER'S SERIES FUNDS, INC.                      June 1, 2000
                           Treasurer's Money Market
                             Reserve Fund
                           Treasurer's Tax-Exempt
                             Reserve Fund


<PAGE>
                            TRANSFER AGENCY AGREEMENT
                                   SCHEDULE A
                                   (CONTINUED)

REGISTERED
INVESTMENT
COMPANY                    FUNDS                            EFFECTIVE DATE
--------------------------------------------------------------------------------

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


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